Terms of Service
These Terms of Use govern your use of and any purchase you make from the Site. We reserve the right to change or modify any of these Terms of Use at any time, and in our sole discretion. Any change or modification will be effective immediately when we post the revised Terms of Use to the Site. Your continued use of the Site following the posting of such revised Terms of Use will constitute your agreement and acceptance of the revised Terms of Use. You should therefore frequently review these Terms of Use and any other applicable policies on our Site, such as our Privacy Policy, to understand the terms and conditions that apply to your use of our Site. If you do not agree to these Terms of Use or any revised version of these Terms of Use, your only option is to stop using our Site. Any new features or tools which are added to our Site shall also be subject to these Terms of Use or any updated version of them as the case may be.
Our store is hosted on Shopify Inc., which provides us with the online e-commerce platform that allows us to sell our products and services to you. Prices for our products are subject to change without notice and without liability to you or to any third party.
Products and Services on Our Site
Certain products or services may be available exclusively online through the Site. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy. We have made every effort to display as accurately as possible the colors and images of our products that appear on our Site. We cannot, however, guarantee that your computer monitor’s display of any color will be accurate. We reserve the right, but are not obligated, to limit the sales of our products or services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis at our sole discretion. We reserve the right to limit the quantities of any products or services that we offer through our Site. All descriptions of products or product pricing are subject to change at any time by us without notice, at our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any product or service made on the Site is void where prohibited. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors or omissions in the products or services will be corrected.
Our Site’s Content
Our Site and all of the content and other materials, including but not limited to, the Cofactor Designs trademark and logo, and all designs, text, graphics, pictures, selection, coordination, “look and feel”, information, data, software, other files and the selection and arrangement thereof (collectively, the “Site Content”) are owned by us, are the proprietary property of Cofactor Designs or, as applicable, our licensors or service providers and are protected by copyright, trademark, trade dress, unfair competition, and/or patent laws in the United States and elsewhere.
Trademarks on Our Site
The names Cofactor and Cofactor Designs, and their accompanying logos, and any other product or service name or slogan shown on our Site, whether registered or not, are our trademarks or our licensors’, service providers’, or suppliers’ trademarks, and may not be used, copied, or imitated, in whole or in part, without our express prior written permission or from the applicable trademark owner. You may not use any metatags or any other “hidden text” utilizing the Cofactor or Cofactor Designs names or any other name, trademark or product or service name of ours without our express prior written permission. All other trademarks, whether registered or not, or product names and logos shown on our Site, are the property of their respective owners.
Your Use of Our Site
You are granted a personal, non-exclusive, limited, non-sublicensable, non-transferable license to access and use our Site solely for purposes for which the Site is intended, and electronically copy and print to hard copy, limited portions of our Site Content only for your informational, non-commercial and personal use. The foregoing limited license is subject to these Terms of Use and does not include: (1) any resale or commercial use of our Site or our Site Content; (2) the distribution, public performance or public display of any Site Content; (3) modifying or otherwise making any derivative works or uses of our Site or Site Content, or any portion thereof; (4) the collection and use of any product listings, pictures or descriptions for commercial purposes; (5) use of any automated means to access, monitor or interact with any portion of our Site, including through data mining, robots, spiders, scraping, or similar data gathering or extraction methods; (6) downloading, except for caching, any portion of our Site, the Site Content or any information contained therein, except as expressly permitted on our Site; (7) any right to make appear any pop-up, pop-under, exit windows, expanding buttons, banners, advertisement, or anything else which minimizes, covers, or frames or inhibits the full display of our Site; (8) the use of our Site in any way which interferes with the normal operation of the Site; or (9) any use of our Site or the Site Content other than for their intended purpose.
Any use of our Site or the Site Content other than as specifically authorized by these Terms of Use, without our express prior written permission, or that is unlawful or may result in any harm or injury to someone is strictly prohibited and will result in immediate termination of the limited license granted to you. Any unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated in these Terms of Use, nothing in these Terms of Use shall be construed as granting any license to you to any intellectual property rights owned by us or third parties, whether by estoppel, implication, or otherwise. The foregoing limited license is revocable by us at any time in our sole discretion.
Accuracy of Billing and Account Information
You agree to provide current, complete and accurate purchase and account information for all purchases made through our Site. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
For more detail, please review our Returns Policy.
Optional Tools
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the Site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
Third Party Links and Content
Our Site may provide links to other third party websites and content, including social media websites (“Third Party Links and Content”) as a matter of convenience to those interested in this information. We do not monitor or have any control over any Third Party Links and Content or third party websites. We do not endorse any Third Party Links and Content and make no guarantee as to their accuracy or completeness. We do not represent or warrant the accuracy of any information contained therein, and undertake no responsibility to update or review any Third Party Links and Content. You therefore use or access these Third Party Links and Content at your own risk.
User Submissions
If you submit anything to us through our Site, you acknowledge and agree that any such materials, including but not limited to, questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials or other information (“User Submissions”), regarding our Site, us, or our products or services that are provided by you are non-confidential and non-proprietary and shall become our sole property. We will own all exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of these User Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You therefore grant to us and our affiliates, business partners, service partners, and sublicensees an unrestricted, non-exclusive license and right to use the User Submissions and the name that you submit in connection with such User Submissions. You represent and warrant that: (1) you own and control all of the rights to the User Submissions that you submit, or that you otherwise have the right to submit such User Submissions to our Site; (2) the User Submissions are accurate and not misleading; and (3) our use or posting of the User Submissions you supply will not violate any rights of or cause injury to any person or entity.
Product Reviews and User Content
Our Site may in the future include a product review feature, discussion forums, user generated content, or other areas or services in which you or third parties create, post, or store content, messages, materials or other items on our Site (“Interactive Features”). You are solely responsible for your use of such Interactive Features and use them at your own risk. By using any Interactive Features, you agree not to post, upload, transmit, distribute, store, create or otherwise publish through our Site any of the following:
Any message, data, information, text, music, sound, photos, video, graphics, code or other material (“User Generated Content”) that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
User Generated Content that would constitute or encourage the commission of a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law or regulation;
User Generated Content that may infringe any copyright, trademark, patent, trade secret, or other intellectual or proprietary rights of any third party. If you post any User Generated Content, by doing so you represent and warrant that you have all rights and permissions to post such User Generated Content;
User Generated Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
User Generated Content that constitutes unsolicited promotions, advertising, political campaigning, or solicitations;
User Generated Content that constitutes the private information of any third party, including but not limited to, names, address(es), phone numbers, email addresses, Social Security or credit card numbers;
User Generated Content that constitutes viruses, corrupted data or other harmful, disruptive or destructive files or software code that may interfere with the operation or functionality of our Site; and
User Generated Content that, in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying our Site or its Interactive Features, or which may expose us or any of our users to any liability or harm.
We do not assume any responsibility or liability for any User Generated Content posted, stored or uploaded by you or any third party to our Site, or for any loss or damage thereto, nor are we liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter on our Site. Your use of our Site and any of its Interactive Features is entirely at your own risk. We are therefore not liable for any statements, representations or User Generated Content provided by our users. We do not have any obligation to screen, edit, or monitor any User Submissions or User Generated Content submitted or posted to our Site. We therefore reserve the right, and have absolute discretion, to remove, delete, screen or edit any User Submissions or User Generated Content submitted or posted to our Site at any time and for any reason without notice to you. You are solely responsible for creating backup copies of and replacing any User Submissions or User Generated Content that you submitted or posted to our Site at your sole cost and expense. Any use of the Interactive Features or our Site in violation of the foregoing violates these Terms of Use and could result in, among other things, termination or suspension of your limited license to use our Site, or its Interactive Features.
If you post User Submissions or User Generated Content to our Site, unless we indicate otherwise, you grant to us and our affiliates, service providers, business partners, and sub-licensees a non-exclusive, royalty-free, perpetual, worldwide, irrevocable and fully sub-licensable and transferable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Submissions and User Generated Content throughout the world in any media. You grant to us and our affiliates, service providers, business partners, and sub-licensees the right to use the name that you submit in connection with such User Submissions or User Generated Content, if we or they so choose. You represent and warrant that: (1) you own and control all of the rights to the User Submissions and User Generated Content that you post or you otherwise have the right to post such User Submissions and User Generated Content to our Site; (2) the User Submissions and User Generated Content are accurate and not misleading; and (3) our use and posting of the User Submissions and User Generated Content you supply do not violate these Terms of Use, any domestic or foreign laws, rights of any third party, and will not cause injury to any third person or entity.
If we are required to respond to legitimate legal requests such as governmental requests, subpoenas, or court orders, to protect our systems, customers, or users, or to ensure the integrity and operation of our Site, business, or systems, we may disclose any information we consider necessary or appropriate, including but not limited to, User Submissions, User Generated Content, user profile information, internet protocol address (IP address), or usage history. Our right to access and disclose any such information shall govern over our Privacy Policy.
Indemnification
You agree to defend, indemnify and hold us, and our independent contractors, service providers, affiliates, business partners, and consultants, and their respective directors, employees, and agents, from and against any claims, damages, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to any User Submissions or User Generated Content you post, store or otherwise transmit on or through our Site or your use of or inability to use our Site, including without limitation any actual or threatened suit, demand or claim made against us, or any of the above-named foregoing parties, arising out of or relating to the Site Content, your conduct, your violation of these Terms of Use or your violation of the rights of any third party.
Repeat Infringer Policy
Under the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, we have adopted a policy of terminating and barring, in appropriate circumstances and at our sole discretion, any users of our Site who are found to be repeat infringers. We may also at our sole discretion limit access to our Site or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
WARRANTY DISCLAIMER
OUR SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH OUR SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOUR USE OF OUR SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH OUR SITE IS AT YOUR OWN RISK. COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND QUIET ENJOYMENT. INFORMATION AT THIS SITE MAY NOT BE CURRENT AT THE MOMENT YOU VISIT THIS SITE AND MAY CONTAIN ERRORS. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE OR ITS CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT OUR SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT OUR SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
LIMITATION OF LIABILITY
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OUR SITE, ANY SITES LINKED TO IT, ANY CONTENT ON OUR SITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE AND WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY. AND TO THE EXTENT THAT THE COMPANY IS FOUND LIABLE AS TO ANY CLAIM NOT LIMITED BY THE FOREGOING OR WAIVED BY YOU UNDER THESE TERMS OF USE, THE COMPANY’S TOTAL LIABLITY FOR ANY AND ALL SUCH CLAIMS SHALL BE LIMITED TO FIFTY DOLLARS ($50) IN THE AGGREGATE.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OUR SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
Governing Law and Venue
These Terms of Use and your use of our Site are and will be governed by and construed in accordance with the laws of the State of New York, applicable to agreements made and to be entirely performed within the State of New York, without resort to its conflict of law principles or provisions. You agree that any action at law or in equity arising out of or relating to these Terms of Use or your use of our Site shall be filed only in the state and federal courts located in New York, New York and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms of Use, your use of our Site, or any purchase you make from our Site.
Changes To These Terms of Use
You agree that we may modify these Terms of Use and any other policies on our Site at any time and that posting the modified Terms of Use or policies on our Site will constitute sufficient notice to you of such modification. Your continued use of our Site following our posting of such modified Terms of Use or policies will constitute your agreement to such modified Terms of Use or policies.
Termination
Notwithstanding anything contained in these Terms of Use, we reserve the right, without notice to you and in our sole discretion, to terminate your license to use or access our Site, to block or prevent your future access to and use of our Site, or refuse to sell you any products or services through our Site.
Entire Agreement
The failure of us to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use and any policies or operating rules posted by us on the Site or in respect of any products or services provided through the Site constitutes the entire agreement and understanding between you and us and govern your use of the Site, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms of Use). Any ambiguities in the interpretation of these Terms of Use shall not be construed against us no any of our licensors or service providers.
Severability
If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.
Questions & Contact Information
If you have any questions, please do not hesitate to contact us at:
cofactordesigns@gmail.com or by mail at: Cofactor, 248 Route 25A, East Setauket New York 11733.
Our store is hosted on Shopify Inc., which provides us with the online e-commerce platform that allows us to sell our products and services to you. Prices for our products are subject to change without notice and without liability to you or to any third party.
Products and Services on Our Site
Certain products or services may be available exclusively online through the Site. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy. We have made every effort to display as accurately as possible the colors and images of our products that appear on our Site. We cannot, however, guarantee that your computer monitor’s display of any color will be accurate. We reserve the right, but are not obligated, to limit the sales of our products or services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis at our sole discretion. We reserve the right to limit the quantities of any products or services that we offer through our Site. All descriptions of products or product pricing are subject to change at any time by us without notice, at our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any product or service made on the Site is void where prohibited. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors or omissions in the products or services will be corrected.
Our Site’s Content
Our Site and all of the content and other materials, including but not limited to, the Cofactor Designs trademark and logo, and all designs, text, graphics, pictures, selection, coordination, “look and feel”, information, data, software, other files and the selection and arrangement thereof (collectively, the “Site Content”) are owned by us, are the proprietary property of Cofactor Designs or, as applicable, our licensors or service providers and are protected by copyright, trademark, trade dress, unfair competition, and/or patent laws in the United States and elsewhere.
Trademarks on Our Site
The names Cofactor and Cofactor Designs, and their accompanying logos, and any other product or service name or slogan shown on our Site, whether registered or not, are our trademarks or our licensors’, service providers’, or suppliers’ trademarks, and may not be used, copied, or imitated, in whole or in part, without our express prior written permission or from the applicable trademark owner. You may not use any metatags or any other “hidden text” utilizing the Cofactor or Cofactor Designs names or any other name, trademark or product or service name of ours without our express prior written permission. All other trademarks, whether registered or not, or product names and logos shown on our Site, are the property of their respective owners.
Your Use of Our Site
You are granted a personal, non-exclusive, limited, non-sublicensable, non-transferable license to access and use our Site solely for purposes for which the Site is intended, and electronically copy and print to hard copy, limited portions of our Site Content only for your informational, non-commercial and personal use. The foregoing limited license is subject to these Terms of Use and does not include: (1) any resale or commercial use of our Site or our Site Content; (2) the distribution, public performance or public display of any Site Content; (3) modifying or otherwise making any derivative works or uses of our Site or Site Content, or any portion thereof; (4) the collection and use of any product listings, pictures or descriptions for commercial purposes; (5) use of any automated means to access, monitor or interact with any portion of our Site, including through data mining, robots, spiders, scraping, or similar data gathering or extraction methods; (6) downloading, except for caching, any portion of our Site, the Site Content or any information contained therein, except as expressly permitted on our Site; (7) any right to make appear any pop-up, pop-under, exit windows, expanding buttons, banners, advertisement, or anything else which minimizes, covers, or frames or inhibits the full display of our Site; (8) the use of our Site in any way which interferes with the normal operation of the Site; or (9) any use of our Site or the Site Content other than for their intended purpose.
Any use of our Site or the Site Content other than as specifically authorized by these Terms of Use, without our express prior written permission, or that is unlawful or may result in any harm or injury to someone is strictly prohibited and will result in immediate termination of the limited license granted to you. Any unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated in these Terms of Use, nothing in these Terms of Use shall be construed as granting any license to you to any intellectual property rights owned by us or third parties, whether by estoppel, implication, or otherwise. The foregoing limited license is revocable by us at any time in our sole discretion.
Accuracy of Billing and Account Information
You agree to provide current, complete and accurate purchase and account information for all purchases made through our Site. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
For more detail, please review our Returns Policy.
Optional Tools
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the Site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
Third Party Links and Content
Our Site may provide links to other third party websites and content, including social media websites (“Third Party Links and Content”) as a matter of convenience to those interested in this information. We do not monitor or have any control over any Third Party Links and Content or third party websites. We do not endorse any Third Party Links and Content and make no guarantee as to their accuracy or completeness. We do not represent or warrant the accuracy of any information contained therein, and undertake no responsibility to update or review any Third Party Links and Content. You therefore use or access these Third Party Links and Content at your own risk.
User Submissions
If you submit anything to us through our Site, you acknowledge and agree that any such materials, including but not limited to, questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials or other information (“User Submissions”), regarding our Site, us, or our products or services that are provided by you are non-confidential and non-proprietary and shall become our sole property. We will own all exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of these User Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You therefore grant to us and our affiliates, business partners, service partners, and sublicensees an unrestricted, non-exclusive license and right to use the User Submissions and the name that you submit in connection with such User Submissions. You represent and warrant that: (1) you own and control all of the rights to the User Submissions that you submit, or that you otherwise have the right to submit such User Submissions to our Site; (2) the User Submissions are accurate and not misleading; and (3) our use or posting of the User Submissions you supply will not violate any rights of or cause injury to any person or entity.
Product Reviews and User Content
Our Site may in the future include a product review feature, discussion forums, user generated content, or other areas or services in which you or third parties create, post, or store content, messages, materials or other items on our Site (“Interactive Features”). You are solely responsible for your use of such Interactive Features and use them at your own risk. By using any Interactive Features, you agree not to post, upload, transmit, distribute, store, create or otherwise publish through our Site any of the following:
Any message, data, information, text, music, sound, photos, video, graphics, code or other material (“User Generated Content”) that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
User Generated Content that would constitute or encourage the commission of a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law or regulation;
User Generated Content that may infringe any copyright, trademark, patent, trade secret, or other intellectual or proprietary rights of any third party. If you post any User Generated Content, by doing so you represent and warrant that you have all rights and permissions to post such User Generated Content;
User Generated Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
User Generated Content that constitutes unsolicited promotions, advertising, political campaigning, or solicitations;
User Generated Content that constitutes the private information of any third party, including but not limited to, names, address(es), phone numbers, email addresses, Social Security or credit card numbers;
User Generated Content that constitutes viruses, corrupted data or other harmful, disruptive or destructive files or software code that may interfere with the operation or functionality of our Site; and
User Generated Content that, in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying our Site or its Interactive Features, or which may expose us or any of our users to any liability or harm.
We do not assume any responsibility or liability for any User Generated Content posted, stored or uploaded by you or any third party to our Site, or for any loss or damage thereto, nor are we liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter on our Site. Your use of our Site and any of its Interactive Features is entirely at your own risk. We are therefore not liable for any statements, representations or User Generated Content provided by our users. We do not have any obligation to screen, edit, or monitor any User Submissions or User Generated Content submitted or posted to our Site. We therefore reserve the right, and have absolute discretion, to remove, delete, screen or edit any User Submissions or User Generated Content submitted or posted to our Site at any time and for any reason without notice to you. You are solely responsible for creating backup copies of and replacing any User Submissions or User Generated Content that you submitted or posted to our Site at your sole cost and expense. Any use of the Interactive Features or our Site in violation of the foregoing violates these Terms of Use and could result in, among other things, termination or suspension of your limited license to use our Site, or its Interactive Features.
If you post User Submissions or User Generated Content to our Site, unless we indicate otherwise, you grant to us and our affiliates, service providers, business partners, and sub-licensees a non-exclusive, royalty-free, perpetual, worldwide, irrevocable and fully sub-licensable and transferable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Submissions and User Generated Content throughout the world in any media. You grant to us and our affiliates, service providers, business partners, and sub-licensees the right to use the name that you submit in connection with such User Submissions or User Generated Content, if we or they so choose. You represent and warrant that: (1) you own and control all of the rights to the User Submissions and User Generated Content that you post or you otherwise have the right to post such User Submissions and User Generated Content to our Site; (2) the User Submissions and User Generated Content are accurate and not misleading; and (3) our use and posting of the User Submissions and User Generated Content you supply do not violate these Terms of Use, any domestic or foreign laws, rights of any third party, and will not cause injury to any third person or entity.
If we are required to respond to legitimate legal requests such as governmental requests, subpoenas, or court orders, to protect our systems, customers, or users, or to ensure the integrity and operation of our Site, business, or systems, we may disclose any information we consider necessary or appropriate, including but not limited to, User Submissions, User Generated Content, user profile information, internet protocol address (IP address), or usage history. Our right to access and disclose any such information shall govern over our Privacy Policy.
Indemnification
You agree to defend, indemnify and hold us, and our independent contractors, service providers, affiliates, business partners, and consultants, and their respective directors, employees, and agents, from and against any claims, damages, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to any User Submissions or User Generated Content you post, store or otherwise transmit on or through our Site or your use of or inability to use our Site, including without limitation any actual or threatened suit, demand or claim made against us, or any of the above-named foregoing parties, arising out of or relating to the Site Content, your conduct, your violation of these Terms of Use or your violation of the rights of any third party.
Repeat Infringer Policy
Under the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, we have adopted a policy of terminating and barring, in appropriate circumstances and at our sole discretion, any users of our Site who are found to be repeat infringers. We may also at our sole discretion limit access to our Site or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
WARRANTY DISCLAIMER
OUR SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH OUR SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOUR USE OF OUR SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH OUR SITE IS AT YOUR OWN RISK. COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND QUIET ENJOYMENT. INFORMATION AT THIS SITE MAY NOT BE CURRENT AT THE MOMENT YOU VISIT THIS SITE AND MAY CONTAIN ERRORS. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE OR ITS CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT OUR SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT OUR SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
LIMITATION OF LIABILITY
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OUR SITE, ANY SITES LINKED TO IT, ANY CONTENT ON OUR SITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE AND WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY. AND TO THE EXTENT THAT THE COMPANY IS FOUND LIABLE AS TO ANY CLAIM NOT LIMITED BY THE FOREGOING OR WAIVED BY YOU UNDER THESE TERMS OF USE, THE COMPANY’S TOTAL LIABLITY FOR ANY AND ALL SUCH CLAIMS SHALL BE LIMITED TO FIFTY DOLLARS ($50) IN THE AGGREGATE.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF OUR SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH OUR SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
Governing Law and Venue
These Terms of Use and your use of our Site are and will be governed by and construed in accordance with the laws of the State of New York, applicable to agreements made and to be entirely performed within the State of New York, without resort to its conflict of law principles or provisions. You agree that any action at law or in equity arising out of or relating to these Terms of Use or your use of our Site shall be filed only in the state and federal courts located in New York, New York and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms of Use, your use of our Site, or any purchase you make from our Site.
Changes To These Terms of Use
You agree that we may modify these Terms of Use and any other policies on our Site at any time and that posting the modified Terms of Use or policies on our Site will constitute sufficient notice to you of such modification. Your continued use of our Site following our posting of such modified Terms of Use or policies will constitute your agreement to such modified Terms of Use or policies.
Termination
Notwithstanding anything contained in these Terms of Use, we reserve the right, without notice to you and in our sole discretion, to terminate your license to use or access our Site, to block or prevent your future access to and use of our Site, or refuse to sell you any products or services through our Site.
Entire Agreement
The failure of us to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use and any policies or operating rules posted by us on the Site or in respect of any products or services provided through the Site constitutes the entire agreement and understanding between you and us and govern your use of the Site, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms of Use). Any ambiguities in the interpretation of these Terms of Use shall not be construed against us no any of our licensors or service providers.
Severability
If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.
Questions & Contact Information
If you have any questions, please do not hesitate to contact us at:
cofactordesigns@gmail.com or by mail at: Cofactor, 248 Route 25A, East Setauket New York 11733.