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Terms & Conditions of Use for Members By signing up as a member of CoolToors.com and using the Services provided to you by CoolToors.com and Cool Toors LLC (hereafter collectively “Cool Toors”), you acknowledge your Agreement to the following Terms and Conditions, which explain the limit of Cool Toors’ obligations to you and your obligations to Cool Toors. 1. TERM OF AGREEMENT; MODIFICATIONS. You agree that Cool Toors may modify these Terms and Conditions from time to time. You agree to be bound by any changes Cool Toors may reasonably make to these Terms and Conditions when such changes are made. If You have purchased Services from Cool Toors, the term of these Terms and Conditions shall continue in full force and effect as long as You take advantage of and use the Services. In the event You terminate Your usage Cool Toors will not refund any amounts You have paid. You agree that Cool Toors shall not be bound by any representations made by third parties who You may use to purchase Services from Cool Toors, and that any statement of a general nature, which may be posted on Cool Toors’ Web site or contained in Cool Toors’ promotional materials, will not bind Cool Toors. Cool Toors may, at times, offer certain promotions with different charges and features. You agree that You will be responsible for notifying Cool Toors should You desire to terminate Your use of Cool Toors' Services. Notification of Your intent to terminate must be provided to Cool Toors no later than three days prior to Your billing date. 2. ACCURATE INFORMATION. You agree to maintain accurate information by providing updates to Cool Toors, as needed, while You are using Cool Toors’ Services. You agree You will notify Cool Toors within seven (7) business days when any change of the information You provided as part of the application and/or registration process changes. Failure by You, for whatever reason, to respond within seven (7) business days to any inquiries made by Cool Toors to determine the validity of information provided by You will constitute a material breach of these Terms and Conditions. Specifically, you agree that the square footage information provided by you at the time of application and/or registration is accurate to the best of your knowledge. You agree that Cool Toors may use and rely on any such information provided by You for all purposes in connection with Your Services, subject to Cool Toors’ Privacy Policy. If You provide any information that is inaccurate, not current, false, misleading or incomplete, or if Cool Toors has reasonable grounds to suspect that Your information is inaccurate, not current, false, misleading or incomplete, Cool Toors has the absolute right, in its sole discretion, to terminate its Services and close Your account without refund. You further agree that at its option, but not its obligation, Cool Toors may allow you to change the square footage information for your property subject to your payment of an additional fee to be determined by Cool Toors at such time as this situation may occur. 3. PRIVACY. Cool Toors will not give any information about you to others without your express permission. You can view Cool Toors’ Privacy Policy here, which is incorporated herein by reference, as it is applicable to all Cool Toors Services. The Privacy Policy provides Your rights and Cool Toors' responsibilities with regard to Your personal information. Cool Toors will not use Your information in any way inconsistent with the purposes and limitations provided in the Privacy Policy. 4. ACCOUNT SECURITY. You agree You are entirely responsible for maintaining the confidentiality of Your customer number/login, password, and credit card number (collectively, Your "Account Access Information"). You agree You are entirely responsible for any and all activities that occur under Your account. You agree to notify Cool Toors immediately of any unauthorized use of Your account or any other breach of security. You agree Cool Toors will not be liable for any loss that You may incur as a result of someone else using Your Account Access Information, either with or without Your knowledge. You further agree You could be held liable for losses incurred by Cool Toors or another party due to someone else using Your Account Access Information. For security purposes, You should keep Account Access Information in a secure location and take precautions to prevent others from gaining access to Your Account Access Information. You agree that You will be responsible for all activity in Your account, whether initiated by You, or by others on Your behalf, or by any other means. Cool Toors specifically disclaims liability for any activity in Your account, whether authorized by You or not. 5. NO UNLAWFUL CONDUCT OR IMPROPER USE. As a condition of Your use of Cool Toors’ Services, You agree not to use such services for any purpose that is unlawful or prohibited by these terms and conditions, and You agree to comply with any applicable local, state, federal and international laws, government rules or requirements. You agree You will not be entitled to a refund of any fees paid to Cool Toors if, for any reason, Cool Toors takes corrective action with respect to Your improper or illegal use of its Services. Cool Toors reserves the right at all times to disclose any information as Cool Toors deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Cool Toors’ sole discretion. If You have purchased Services, Cool Toors has no obligation to monitor Your use of the Services. Cool Toors reserves the right to review Your use of the Services and to cancel the Services in its sole discretion. Cool Toors reserves the right to terminate Your access to the Services at any time, without notice, for any reason whatsoever. Cool Toors reserves the right to terminate Services if Your usage of the Services results in, or is the subject of, legal action or threatened legal action, against Cool Toors or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit. Except as set forth below, Cool Toors may also cancel Your use of the Services, after thirty (30) days, if You are using the Services, as determined by Cool Toors in its sole discretion, in association with spam or morally objectionable activities. Morally objectionable activities will include, but not be limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which You conduct business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; illegal access to other computers or networks (i.e., hacking); distribution of Internet viruses or similar destructive activities; and activities designed to harm or use unethically minors in any way. 6. LIMITED REFUND POLICY. Notwithstanding anything to the contrary herein, in the event Cool Toors chooses to cancel Your Services during the first 5 (5) days after You purchase the Services, You will receive a refund of any fees paid to Cool Toors in connection with the Services being canceled. HOWEVER, In the event Cool Toors deletes Your Services because they are being used in association with spam or morally objectionable activities, no refund will be issued. You agree You will not be entitled to a refund of any fees paid to Cool Toors if, for any reason, Cool Toors takes corrective action with respect to Your improper or illegal use of its Services. 7. NO SPAM; LIQUIDATED DAMAGES. You agree Cool Toors may immediately terminate any account which it believes, in its sole discretion, is connected with any spam or other unsolicited bulk email. In addition, in the event that it is determined that your account is connected with any spam or other unsolicited bulk email, and that such connection has been harmful to Cool Toors, You agree that actual damages will be extremely difficult if not impossible to reasonably calculate, and thus You agree to pay Cool Toors liquidated damages of $1 for each piece of spam or unsolicited bulk email connected with Your Cool Toors account, otherwise, if reasonably calculable, You agree to pay Cool Toors’ actual damages. 8. INTELLECTUAL PROPERTY. You agree that Cool Toors or its licensor holds all rights, title and interest in all Software and Services and all intellectual property, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to You and You agree to make no claim of interest in any such Services or Software. You understand and agree that all content and materials contained in these Terms and Conditions, other policies, the Cool Toors Web site, and any affiliated Web sites, are protected by the various copyright, patent, trademark, service mark and trade secret laws of the United States, as well as any other applicable proprietary rights and laws, and that Cool Toors or its licensor expressly reserves its rights in and to all such content and materials. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of Cool Toors or its licensor. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to You or conferred upon You by these Terms and Conditions or otherwise. You further agree and understand that Your submission of video, audio, photographs, writings, and/or any other content, to Cool Toors constitutes your agreement to allow Cool Toors full use of all such content for any lawful purpose, except that Your personal and financial information will never be shared by Cool Toors except as required by law or with your explicit permission – please see our Privacy Policy. 9. FEES AND PAYMENT. As consideration for the Services purchased by You and provided to You by Cool Toors, You agree to pay Cool Toors in full at the time of Your order. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your Services are suspended, terminated, or transferred prior to the end of the Services term. Cool Toors expressly reserves the right to modify pricing through email notification and/or notice on its Web site. If You signed up for a Monthly Renewal Plan (or payment plan), Your monthly billing date will be determined based on the day of the month. Your credit card (if used) will automatically charged the applicable monthly fee on Your billing date unless you cancel Your Service at least three (3) business days prior thereto. If you pay by a means other than credit card, and your payment is not received by the billing date, your Service will be suspended for a period of 10 days or until your payment is received. If You have still not paid after 10 days, Your account will be cancelled and You will need to pay the sign up fee again in order to continue Service. If You signed up for an Annual Renewal Plan, Your annual billing date will be determined based on the day and month You purchased the Services unless that dates fall after the 28th day of the month in which case Your billing date will be the 28th of that month. In the case of an annual renewal, Your credit card (if used) will automatically charged the applicable annual renewal fee on Your billing date unless you cancel Your Service at least seven (7) business days prior thereto. If you paid by a means other than credit card for Your annual payment plan and your payment is not received by the billing date, your Service will be suspended for a period of 28 days, and if You have still not paid after 28 days, you account will be cancelled and You will need to pay the sign up fee again in order to continue Service. You agree that You are solely responsible for canceling automatic renewals set up for Your Monthly or Annual Renewal Plan. You also agree that if You did not sign up or a Monthly or Annual Renewal Plan, that You are solely responsible for arranging that Your Services are renewed, and that Cool Toors shall not be liable to You or any third party if it does not receive the payment necessary to renew Your Services. All purchases are processed in U.S. dollars. Cool Toors shall not be liable for any currency conversion issues. 10. REPRESENTATIONS AND WARRANTIES. You, or the individuals who electronically execute these Terms and Conditions on behalf of You hereby represent and warrant that they have the right, power, legal capacity and appropriate authority to enter into these Terms and Conditions, and that they own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of these Terms and Conditions. You represent and warrant that You are 18 years of age or older, or that You have an agent authorized by law to represent You who is 18 years of age or older who is entering into these Terms and Conditions on Your behalf. You warrant that each action You make is in good faith and that You have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party's legal or equitable rights. Cool Toors expressly reserves the right to deny, cancel or suspend any of its Services as it deems necessary, in its discretion, to protect the integrity and stability of Cool Toors, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Cool Toors, as well as its affiliates, subsidiaries, officers, directors and employees. Cool Toors also reserves the right to suspend or cancel Your account during resolution of a dispute. Cool Toors was designed with the power of You in mind. To this end, You or someone on your behalf (not Cool Toors) will be responsible for shooting Your video, taking Your photos, and or submitting a sketched floor plan. Because of this, Cool Toors is not responsible for the quality or content of the videos, photos, or floor plan that you submit to Cool Toors. Cool Toors will attempt to work with You if your video, photos, and/or sketched floor plan are not of sufficient quality, but an additional fee may be charged for the extra time involved. To avoid this potential problem please review our Helpful Tips page. Additionally, Cool Toors reserves the right to edit Your video(s) as it deems necessary, and in its sole discretion, to create a more pleasant viewing experience for the viewer, and to allow the video(s) to properly interact with the accompanying floor plan. The normal turn around time for a Toor once all necessary files have been provided is 24 hours, however, Cool Toors makes no guarantees that this will occur, other than to offer a full refund if Cool Toors is unable to create a Toor for you within seven (7) business days. Cool Toors’ web site is at a state-of-the-art hosting facility, but may go down from time to time. While Cool Toors strives to do everything it can to keep its web site up and running, we cannot guarantee uninterrupted service. By agreeing to these Terms and Conditions, You agree that Cool Toors shall have no liability to You or anyone on Your behalf for any interruption in its service. 11. LIMITATION OF LIABILITY. IN NO EVENT SHALL Cool Toors BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING INJURY TO PERSON OR PROPERTY, LOSS OF PROPERTY, PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THESE TERMS AND CONDITIONS OR ITS INCORPORATED AGREEMENTS AND POLICIES YOUR INABILITY TO USE THE WEB SITE OR SERVICES, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF Cool Toors HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states may not allow such a broad exclusion or limitation on liability for damages as contained herein. In such states, Cool Toors’ liability is limited to the full extent permitted by law. You agree that in no event shall Cool Toors’ maximum aggregate liability exceed the total amount paid by You for the particular Service in dispute purchased from Cool Toors. 12. DISCLAIMER OF WARRANTIES. Cool Toors expressly disclaims all warranties of any kind, except as expressly made within these Terms and Conditions, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Services are provided on an "As Is" and "As Available" basis. Cool Toors makes no warranty that its services will meet Your requirements, or that the services will be uninterrupted, timely, secure, or error free, or that defects will be corrected. Cool Toors does not warrant, nor make any representations regarding the use, or results of, any of the services it provides, in terms of their correctness, accuracy, reliability, or otherwise. Some jurisdictions do not allow the disclaimer of implied warranties, in which event that foregoing disclaimer may not apply to You. 13. INDEMNIFICATION. You agree to defend, indemnify and hold harmless Cool Toors and its contractors, agents, employees, officers, directors, shareholders, and affiliates from any loss, liability, damages or expense, including reasonable attorneys' fees, resulting from any third party claim, action, proceeding or demand related to Your (including Your agents, affiliates, or anyone using Your account or Services with Cool Toors whether or not on Your behalf, and whether or not with Your permission) use of the Services You purchased from Cool Toors or Your breach of these Terms and Conditions or incorporated agreements and policies. Should Cool Toors be notified of a pending law suit, or receive notice of the filing of a law suit, Cool Toors may seek a written confirmation from You concerning Your obligation to indemnify Cool Toors. Your failure to provide such a confirmation may be considered a breach of these Terms and Conditions. You agree that Cool Toors shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify Cool Toors of any such claim promptly in writing and to allow Cool Toors to control the proceedings. You agree to cooperate fully with Cool Toors during such proceedings. You agree You will not be entitled to a refund of any fees paid to Cool Toors if, for any reason, Cool Toors takes corrective action with respect to Your improper or illegal use of its services. 14. GOVERNING LAW, VENUE. These Terms and Conditions shall be deemed entered into in the State of Washington. You agree that any action relating to or arising out of these Terms and Conditions shall be brought in the courts of King County, Washington or the U.S. District Court for the Western District of Washington located in Seattle, Washington. 15. NOTICES. You agree that all notices (except for notices concerning breach of these Terms and Conditions) from Cool Toors to You may be either emailed to You at Your last submitted email address, or posted on the Cool Toors Web site. Notices concerning breach will be sent either to the email or postal address You have on file with Cool Toors. In either case, delivery shall be deemed to have been made three (3) business days after the date sent. Notices from You to Cool Toors shall be made by email to service@cooltoors.com 16. HEADINGS. The headings in the Agreement are descriptive only and in the event of a conflict between a heading and the underlying terms of these Terms and Conditions, the terms of these Terms and Conditions shall control. 17. ENTIRE AGREEMENT. You agree that these Terms and Conditions including the policies and agreements it refers to (i.e. our Privacy Policy, etc.) constitute the complete and only Agreement between You and Cool Toors regarding the Services contemplated herein. 18. SEVERABILITY. You agree that the terms of these Terms and Conditions are severable. If any part of these Terms and Conditions is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the agreement. The remaining terms and conditions of the agreement will remain in full force and effect. 19. WAIVER. The failure of Cool Toors to enforce any of the provisions within these Terms and Conditions or its incorporated agreements and policies against You or others shall not be construed to be a waiver of the right of Cool Toors thereafter to enforce such provisions. 20. AVAILABILITY OF SERVICE. Cool Toors will make every effort to keep its Web site and Services operational. However, certain technical difficulties and other factors outside of its control may, from time to time, result in temporary service interruptions. You agree not to hold Cool Toors liable for any of the consequences of such interruptions. 21. SURVIVAL. Sections 1, 7, 8, 9, 10, 11, 12, 13, 14, 18, 19, and 20 shall separately survive any termination or cancellation of these Terms and Conditions. 22. NO THIRD PARTY BENEFICIARIES. Nothing in these Terms and Conditions, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of these Terms and Conditions, except as expressly provided in these Terms and Conditions. |
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