Last updated: July 23, 2021 Effective as of: July 23, 2021
Welcome to Cooleaf!
PLEASE READ THESE TERMS OF USE CAREFULLY. THE TERMS AND CONDITIONS SET FORTH BELOW (THE "TERMS") GOVERN YOUR USE OF THE PLATFORM (AS DEFINED BELOW). THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND COOLEAF AND GOVERN YOUR ACCESS TO, AND USE OF, THE PLATFORM. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS PLATFORM, OR ANY INFORMATION CONTAINED ON THIS PLATFORM. YOUR USE OF THIS PLATFORM SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. COOLEAF MAY MAKE CHANGES TO THE CONTENT AND THE SERVICES OFFERED ON THIS PLATFORM AT ANY TIME. NOTE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND TIME LIMIT ON SUBMITTING CLAIMS THAT AFFECT YOUR RIGHTS.
Cooleaf, Inc. (“Cooleaf”, “we”, “us” or “our”) provides the Cooleaf mobile applications/apps and Cooleaf website (as applicable, the “Platform”) and related pages and content for its permitted users. We’ve worked hard to give you the essential information here and elsewhere on our Platform to get you comfortable with our Platform and to make it useful to you. These Terms help enable us to provide you with the services, information, other content and features available through our Platform, and shall govern your use of the Platform.
Scope of Access to Platform Subject to these Terms of Use, Cooleaf grants you a limited, personal, non-exclusive and non-transferable license to download and use the Platform solely for your personal or internal business use.
You agree not to modify, adapt, translate, or reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the Platform. Further, you may not reproduce all or any portion of the Platform. This Platform and its contents are the intellectual property of, and are owned by, the Company. The Company reserves the right at any time to suspend or terminate use of this Platform or its functionality and tools by you or other users in the Company’s sole discretion. General Use Restrictions
As part of the Services: (i) Cooleaf provides certain templates as well as other various documents, manuals and information, help documentation, content, logos, graphics and images (together, the "Content"); and (ii) you may create or upload to your account your own content or third party content for which you have all necessary permissions (“User Content”). If you are the individual that initially creates a user account, you are the “Administrator” for that user account. As the Administrator, you may invite other users to collaborate with you using your account (“Members”). Administrators can control what privileges are granted to each of its Members and may terminate any Member’s ability to use the Administrator’s account at any time.
You acknowledge and agree that Cooleaf may remove all or a part of any User Content from the Services in the event of a claim as described in the Section below titled “Copyright and Trademark Infringements.”
Content
The Content is made available to you by Cooleaf and is the copyrighted and/or trademarked work of Cooleaf or Cooleaf's contributors. Cooleaf grants you a limited, personal, non-exclusive and non-transferable license to use and to display and to make one copy of the Content and to use the Site and Services solely for your personal or internal business use.
Except for the limited use license above, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Content, the Site or the Services in any manner. You shall not distribute the Content or the Services in any manner to any third party.
User Content
If you have uploaded User Content on the Services, you retain all rights that you possess to your User Content. You grant to Cooleaf, a non-exclusive, worldwide, perpetual license (except to the extent you have deleted your User Content) to host and make the User Content available on the Services in accordance with the access rights that you select. You grant to the Members who access your account, a non-exclusive, worldwide, perpetual license to use User Content for their personal or internal business use, in accordance with the levels of permission you set. Cooleaf DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO ALL USER CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Only the Administrator of an account, not Members, may elect to remove User Content from the Administrator’s account on the Services. You agree to comply with the conditions and restrictions set forth in the Section titled “Your Responsibilities.”
Term and Termination
If you are not paying for your account, your rights to use the Platform continue until terminated by Cooleaf in our discretion. If you have paid for your account, your rights to use the Platform continue for the period for which you have paid, except if these Terms are terminated or if Cooleaf generally terminates the provision of the Platform. If you violate these Terms, Cooleaf may terminate and/or suspend your access to this Platform and/or the Platform without notice; except that if you are the Administrator and have paid for the use of your account, Cooleaf will provide you with notice of termination or suspension. If Cooleaf generally terminates the provision of the Platform and you have paid for a subscription to your account, Cooleaf will provide you with a pro-rated refund of fees that you pre-paid in advance for the unused portion of the applicable subscription term. Upon any termination of these Terms, Cooleaf may provide the Administrator with the ability to request a download of the User Content for a period of 30 days following the date of termination. On any termination, you will be required to cease using the Platform. Age Restrictions
Registration and participation on the Site and the Services is restricted to: individuals over 18 years of age; emancipated minors; and users under age 18 who possess legal parental or guardian consent. In addition, those who wish to register and participate must meet the minimum requirements laid out in these Terms.
Authorized Users
You may be given access to certain password protected areas of the Site and the Services. You are responsible for maintaining the confidentiality of your password, registration data and for any and all activity that occurs under your password. You agree to notify Cooleaf immediately of any unauthorized use of your password or any other breach of security relating to the Site and the Services. You shall not, and shall not attempt to, access any data of another Cooleaf customer if you are not an authorized user under the applicable account.
Privacy Policy
Your use of this Site and the Services is governed by the Cooleaf Privacy Policy (the "Privacy Policy").
Payment and Electronic Communications
Paid subscriptions are payable in advance for the applicable subscription period that you select. If you purchase a paid subscription, you are expressly agreeing that Cooleaf is permitted to bill you the applicable fees, any applicable tax and any other charges you may incur with Cooleaf in connection with your purchase on this Site (“Charges”). The Charges will be billed to the credit card or PayPal account you provide in accordance with the billing terms in effect at the time the Charges are due and payable. If payment is not received or cannot be charged to your credit card or PayPal account for any reason in advance, Cooleaf reserves the right to either suspend or terminate your access to your account and the Services offered through the Site and terminate these Terms. All purchases are non-cancellable and all charges are non-refundable.
By using the Site, you consent to receiving electronic communications from Cooleaf. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Services. These electronic communications are part of your relationship with Cooleaf and you receive them as part of your purchase. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
If you have purchased a paid subscription to the Services, your subscription will automatically renew for additional, successive subscription periods equal in duration to the initial subscription period unless you have terminated your subscription prior to the next renewal period. You may terminate your subscription at any time and you will not be obligated to pay any additional fees for upcoming subscription renewal periods but any subscription fees you have paid in advance will not be refunded.
You acknowledge and agree that Cooleaf will automatically charge your credit card or Paypal account on record with Cooleaf for the then-current subscription period upon the commencement of any renewal period.
Third Party Content
Certain information and other content appearing in advertisements or sponsorships on the Services may be the material of third party licensors and suppliers to Cooleaf ("Third Party Content"). Third Party Content does not include User Content. The Third Party Content is, in each case, the copyrighted and/or trademarked work of the creator/licensor. You agree to only display the Third Party Content on your computer solely for your personal use or internal business use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content. Cooleaf DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Links to Third Party Sites
This Site may be linked to other sites that are not Cooleaf sites. Cooleaf is providing these links to you only as a convenience, and Cooleaf is not responsible for such linked sites, including, without limitation, the content or links displayed on such sites.
Submissions
Any text, feedback on the Services or other information that you submit, post or otherwise make available on the Site and the Services, such as comments and suggestions, are "Submissions." Submissions do not include or User Content that is offered on the Services or created on the Services.
You, and not Cooleaf, have full responsibility for each such Submission you make, including its legality, accuracy, appropriateness, and trademark and copyright ownership. You agree that any Submission provided by you in connection with this Site is provided on a non-proprietary and non-confidential basis. Please note that, generally, Submissions will be accessible by other users on the Site. You agree that Cooleaf is free to use a Submission on an unrestricted basis for any purpose and you grant Cooleaf a sublicensable, non-exclusive, fully-paid and royalty-free, worldwide license to (in any media, whether now known or not currently known or invented) link to, utilize, use, publicly perform, publicly display, reproduce, distribute, modify and prepare derivative works of the Submission.
Your Responsibilities
You agree that Cooleaf may incorporate Third Party Content on, in and/or around your Submissions and/or User Content. YOU RETAIN OWNERSHIP OF ANY COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS APPLICABLE TO ANY INFORMATION YOU SUBMIT TO Cooleaf, SUCH AS YOUR USER CONTENT. If you use software tools to import content from other sources on the Internet to create User Content, you agree that you have all necessary rights and permissions to use such content and to create the User Content using that third party content and that you will only submit and use User Content in any account that you register for or have access to in an manner that complies with all applicable laws and regulations. You further agree that you will not upload, post or otherwise make available on this Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Submission and/or User Content that you make. You represent and warrant that: (i) you own all Submissions and/or User Content posted by you on or through this Services or otherwise have the right to grant the licenses to Cooleaf set forth in this section, and (ii) the posting of your Submissions and/or User Content on or through this Services does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions and/or User Content posted by you to or through the Services. Cooleaf shall have no obligation to pay you any fees or royalties for your Submissions and/or User Content.
Etiquette
When making Submissions and/or submitting User Content to or otherwise using the Platform and/or the Platform offered on the Platform, you agree not to, without limitation: - Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others. - Use racially, ethnically, or otherwise offensive language. - Discuss or incite illegal activity. - Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated). - Submit anything that exploits children or minors or that depicts cruelty to animals. - Submit any copyrighted or trademarked materials without the express permission from the owner. - Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation.
This list of prohibitions is an example and is not complete or exclusive. These prohibitions do not require Cooleaf to monitor, police or remove any Submissions and/or User Content or other information submitted by you or any other user. Cooleaf reserves the right to (a) terminate ability to post to the Platform and (b) refuse, delete or remove any Submissions and/or User Content, with or without cause and with or without notice, for any reason or no reason, or for any action that Cooleaf determines is inappropriate or disruptive to the Platform, the Platform or any other Platform offered on the Platform or to any other user of the Platform and/or the Platform offered on the Platform. Cooleaf may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Cooleaf’s discretion, Cooleaf will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Internet.
You understand that your interactions and dealings with other users of the Platform are solely between you and such other user. Cooleaf shall not be responsible for any loss or damage of any sort incurred as a result of any such interactions and/or dealings. Cooleaf will have no obligation to become involved in any dispute arising out of your interactions and/or dealings with other users of the Platform.
Unauthorized Activities
Unauthorized use of any User Content, the Platform or Third Party Content contained on this Platform may violate certain laws and regulations. You agree to indemnify and hold Cooleaf and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys' fees and costs of defense) Cooleaf or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party based on your submitted User Content and/or that your use of the Platform or Third Party Content or the use by any person using your user name and/or password violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party. Cooleaf may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Cooleaf's discretion, Cooleaf will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Platform, the Platform or on the Internet.
Notification: Cooleaf respects the intellectual property of others, and we ask you to do the same. Cooleaf may, in appropriate circumstances and at our discretion, terminate access to the Platform to users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or a trademark infringement and appears on the Platform, please provide Cooleaf’s copyright agent the following information: - A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. - Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site. - Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Cooleaf to locate the material. - Information reasonably sufficient to permit Cooleaf to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted. - A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law. - A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Cooleaf’s agent for notice of claims of copyright or trademark infringement on this Platform can be reached as follows:
By mail: 3423 Piedmont Rd, #573 Atlanta GA 30305 By phone: 888-382-2272 By e-mail: mail@cooleaf.com
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Counter-Notification: If you elect to send us a counter notice, to be effective it must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements): - A physical or electronic signature of the user. - Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled. - A statement under penalty of perjury that the user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled. - The user’s name, address, and telephone number, and a statement that the user consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the user’s address is outside of the United States, for any judicial district in which the Platform provider may be found, and that the user will accept Platform of process from the person who provided notification as set forth above or an agent of such person.
Such written notice should be sent to our designated agent as follows:
By mail: 3423 Piedmont Rd, #573 Atlanta GA 30305 By phone: 888-382-2272 By e-mail: mail@Cooleaf.com
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Only the intellectual property rights owner may report potentially infringing items through Cooleaf’s reporting system set forth above. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in these Terms.
Disclaimer of Warranties
Your use of this Platform and/or the Platform is at your own risk. Neither the User Content, the Platform or Third Party Content nor Submissions have been verified or authenticated in whole or in part by Cooleaf, and they may include inaccuracies or typographical or other errors. Cooleaf does not warrant the accuracy or timeliness of the User Content, Submissions or the Third Party Content contained on this Platform. Cooleaf has no liability for any errors or omissions in the User Content, Submissions and/or the Third Party Content, whether provided by Cooleaf or our licensors.
COOLEAF, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS PLATFORM, ANY MATERIALS, SUBMISSIONS, USER CONTENT, USER SITES, OR THIRD PARTY CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS PLATFORM AND/OR THE RESULTS OBTAINED FROM THE USE OF THIS PLATFORM, INCLUDING WITHOUT LIMITATION THE MATERIALS, SUBMISSIONS, USER SITES, AND THE THIRD PARTY CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS PLATFORM, MATERIALS, SUBMISSIONS, USER CONTENT, THIRD PARTY CONTENT, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS PLATFORM IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" AND "WHERE-IS" BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. COOLEAF DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR DEVICE. COOLEAF DOES NOT GUARANTEE ANY UPTIME OR AVAILABILITY OF THE PLATFORM.
Limitation of Liability
COOLEAF SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY OF THE MATERIALS, USER CONTENT, OR THIRD PARTY CONTENT TO OR FROM THIS PLATFORM. IN NO EVENT SHALL COOLEAF BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF COOLEAF KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE AND COOLEAF SHALL NOT BE LIABLE IN THE AGGREGATE FOR THE GREATER OF: (I) THE FEES PAID BY YOU TO COOLEAF IN THE PRIOR 12 MONTHS OR (II) FIFTY DOLLARS ($50.00).
Local Laws; Export Control
User Sites and/or Third Party Content may not be appropriate or available for use outside of the United States of America. If you use this Platform or the Platform outside the United States of America, you are responsible for following applicable local laws and regulations, including any applicable export controls laws.
Dispute Resolution and Binding Arbitration Provision
Definitions. As used in this Arbitration Provision, "Claims" means all claims, disputes, or controversies between you and us of any nature or kind, whether pre-existing, present, or future, that arise from or relate to the Platform. This includes but is not limited to disagreements about the validity, enforceability, or scope of this Arbitration Provision.Informal Efforts to Resolve Dispute. If a dispute arises between you and Cooleaf, you should first attempt to resolve it by contacting mail@cooleaf.com. We will attempt in good faith to resolve all Claims submitted this way within fifteen (15) days of receipt. Agreement to Arbitrate; Right to Opt Out. If informal efforts to resolve Claims fail or are not used, you agree that any and all Claims will be resolved exclusively by binding arbitration as described herein, except that: (i) you may assert Claims in a small claims court in the United States if your Claims meet the court's jurisdictional requirements; and (ii) either party may pursue Claims and relief in a court of competent jurisdiction regarding the validity and/or infringement of a party’s intellectual property rights.
THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS VERY LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD TO YOU ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND FORMS OF RELIEF AS A COURT COULD (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF AS WELL AS STATUTORY DAMAGES), AND MUST FOLLOW THE LAW AND TERMS OF THIS AGREEMENT AS A COURT WOULD. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS AND PRIVATE ATTORNEY GENERAL ACTIONS ARE NOT PERMITTED.IF YOU DO NOT WISH TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MUST NOTIFY US IN WRITING WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST ACCEPT OR HAVE ACCESS TO THESE TERMS BY MAILING OR FAXING AN OPT-OUT REQUEST TO OUR CUSTOMER SERVICES CENTER AT 3423 PIEDMONT RD, NE, Suite 573 ATLANTA GA 30305. YOUR WRITTEN NOTIFICATION MUST INCLUDE YOUR NAME, ADDRESS, THE EMAIL ADDRESS YOU USED TO REGISTER WITH US, AND A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION. YOUR DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON YOUR RELATIONSHIP WITH US OR THE DELIVERY OF THE PLATFORM TO YOU BY US. IF YOU HAVE PREVIOUSLY NOTIFIED US OF YOUR DECISION TO OPT OUT OF ARBITRATION, YOU DO NOT NEED TO DO SO AGAIN.
Arbitration Fees. The allocation and payment of all filing, administration and arbitrator fees will be governed by the AAA's rules which limit the amount a consumer is required to pay. If the arbitrator determines that your Claims are not frivolous applying the standards of the Federal Rules of Civil Procedure, we agree to reimburse you the amount of all filing, administration and arbitrator fees you are required to pay for the arbitration.
Arbitration Rules. The arbitration will be conducted by the American Arbitration Association ("AAA") in Atlanta, GA under its rules if you are a resident of the United States; if your use of the Platform has been principally for personal or household use, the AAA's Supplementary Procedures for Consumer-Related Disputes will also apply. If, however, you are a resident of a country other than the United States, the arbitration will be conducted by the AAA's International Centre for Dispute Resolution in New York, NY, under its rules for international arbitration, and you and we agree to submit to the personal jurisdiction of the U.S. federal court in New York, NY, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In the event of a conflict or inconsistency between the applicable arbitration rules and this Arbitration Provision, this Arbitration Provision shall govern and control.
The arbitration will be conducted in the English language by a single arbitrator who is an attorney-at-law with experience in consumer and technology transactions and who is also a member of the AAA National Roster of Arbitrators. If you and we can't agree on a mutually acceptable arbitrator within fifteen (15) days after the arbitration is initiated, then the AAA will pick a neutral arbitrator who meets the qualifications. The AAA's rules are available at www.adr.org.Initiating Arbitration. To begin an arbitration proceeding, you must follow the procedures specified by the applicable AAA rules as described on their website at www.adr.org.
Time Restriction. YOU MUST FILE A COMPLAINT WITH THE AAA OR A PERMITTED COURT WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A CLAIM, OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS OR DISPUTE.
Arbitration Process. Because appearing in person for arbitration can be unduly burdensome in the circumstances, arbitration under this Arbitration Provision shall not require any personal appearance by the parties or witnesses unless mutually agreed. Either or both parties may participate by written submissions, telephone calls, or other means of remote communication as allowed by the arbitrator. The arbitration proceedings will be conducted in the English language at a location designated by the AAA that is the most convenient for you.
The arbitration can only decide Claim(s) between you and us, and may not consolidate or join the claims of other persons that may have similar claims. There shall be no pre-arbitration discovery except as provided for in the applicable AAA rules. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information. In conducting the arbitration proceeding, the arbitrator will apply the law of the State of Georgia (without regard to its conflicts of law provisions) including U.S. federal law for matters covered by federal law (e.g., the Federal Arbitration Act). At the request of any party, the arbitrator shall provide a brief written explanation of the basis for the decision and award. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding on the parties except for any right to appeal under the AAA rules or the Federal Arbitration Act.
Recovery and Attorneys' Fees. If the arbitrator rules in your favor on the merits of any Claim you bring against us and issues you an award that is greater in monetary value than our last written settlement offer made to you before written submissions are made to the arbitrator, then we will (i) pay you 150% of your arbitration damages award, up to $1,000 over and above your damages award; and (ii) pay your attorneys, if any, the amount of attorneys' fees, and reimburse any expenses (including expert witness fees and costs) that you or your attorney reasonably incurred for investigating, preparing, and pursuing your Claim in arbitration. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of such fees, expenses, and the alternative payment and the attorney premium at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits. The right to attorneys' fees and expenses discussed above supplements any right to attorneys' fees and expenses you may have under applicable law, although you may not recover duplicative awards of attorneys' fees or costs. If your use of the Platform was principally for personal or household use, Cooleaf waives any right it may have to seek an award of attorneys' fees and expenses from you in connection with any arbitration of Claims between us.
Confidentiality. You and we shall keep confidential any information exchanged during the arbitration as well as the decision of the arbitrator made with respect to any Claim(s) arbitrated under this Arbitration Provision and, with the exception of disclosure to your or our attorneys, accountants, auditors, and other legal or financial advisors, neither party shall disclose such information or decision to any other person unless required to do so by law.
Continuing Obligation to Arbitrate; Severability. This Arbitration Provision shall survive termination of your access to or use of any Platform and related agreements. If any portion of this Arbitration Provision is deemed invalid or unenforceable at law, such invalid or unenforceable provision will be interpreted, construed or reformed to the extent required to make it valid and enforceable, and this shall not invalidate the remaining portions of this Arbitration Provision.
Changes
These Terms may be changed, modified, supplemented or updated by Cooleaf from time to time. If Cooleaf makes a material change to these Terms that will affect an existing paid subscription, Cooleaf will notify you by sending an email at least thirty (30) days in advance of such change or posting a notice on your account page. If the change has a material adverse impact on you and you do not agree to the change, you must so notify Cooleaf at support@Cooleaf.com within thirty (30) days after receiving notice of the change. If you notify Cooleaf as required, then you will remain governed by these Terms in effect immediately prior to the change until the end of your current subscription for the affected Platform. If the affected purchased Platform usage is renewed, it will be renewed under Cooleaf’s then current Terms. For free, trial or beta Platform, Cooleaf will post a change notice on the Platform and/or your account page and you will be bound by any changed, modified, supplemented or updated Terms if you choose to continue to use such free, trial or beta Platform after such changes to the Terms are posted.
General
Georgia law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Cooleaf's failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and Cooleaf and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Cooleaf about this Platform. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
