Terms of use

IMPORTANT: This Cotonomy Advertiser Agreement (this “Agreement”) is a legal Agreement between An advertiser (“You” or “Your”) and Cotonomy Inc., (“Cotonomy,” “WE,” OR “US”) which governs the use of the Cotonomy advertising EXCHANGE (THE “EXCHANGE”).  YOUR CLICKING ON THE BUTTON MARKED "I ACCEPT" INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ AND ACCEPTED THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT CLICK I ACCEPT OR SIGN UP FOR OR USE THE COTONOMY ADVERTISING EXCHANGE.  PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE REGISTERING FOR YOUR COTONOMY ACCOUNT (“ACCOUNT”).  

This Agreement describes the terms on which Cotonomy offers you access to the Exchange.  The “Cotonomy Advertising Exchange” is a web-based software platform that allows advertisers to join the Exchange and find aggregated and de-identified information provided by consumers about themselves on the Cotonomy website (the “Site”). The information can be used by the advertiser to distribute targeted advertisements to Members of the Site.  If you create an account, you represent that you are at least eighteen (18) years of age, are able to form a binding contract and if you are a business entity you represent that you have the authority to bind the entity to this Agreement.    
 
1. LICENSE.  Subject to your compliance with the terms of this Agreement, Cotonomy grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, and non-sublicensable license to access the Site and use the Exchange.

2. YOUR ACCOUNT.  To use the Exchange you will be required to create an Account, which will include providing valid credit card information for all charges made in connection with using the Exchange.  By creating the Account you are representing that all of the registration information you provide is truthful and accurate.  You will notify us if any changes occur in your Account information.  You agree that all information you provide to register to use the Exchange is governed by this Agreement as well as our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.  If we discover that any of your Account information is false, inaccurate, misleading, or you are sending abusive or offensive advertisements, Cotonomy in its sole discretion, may suspend, close, or terminate your Account and your use of the Exchange.  You are responsible for maintaining the confidentiality of your user name and password and for restricting other parties from using this information to access your account.  You may not transfer your account or user ID; however, you may appoint authorized users to access and use the Exchange on your behalf, but you are and remain responsible for the acts of such users and for all information posted at or through your account.  You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security.  

3. USE OF THE EXCHANGE.  There may be instances when the Exchange may not be available because the availability of the systems used for accessing and interacting with the Exchange, including telephone, computer networks, and the internet, or to transmit information, can be unpredictable and may, from time to time, interfere with or prevent access to or use or operation of the Exchange.  In addition, it may be necessary, from time to time, to take the Exchange offline so that Cotonomy can perform maintenance, install upgrades or make repairs.  While Cotonomy will use reasonable efforts to keep the Exchange available for your use, it shall not be liable for any such interference with or prevention of your access to or use of the Exchange or the impact such interference or prevention may have on Cotonomy’s ability to perform it obligations under this Agreement.

4. FEES AND REFUNDS.  As a registered user of the Exchange you will be allowed to create a search query based on certain available criteria derived from information users who have agreed to submit regarding their personal information through the Exchange (“Members”).  You will be permitted to use the anonymous results of the search query to send targeted advertisement directly to the Members through the Exchange.  In addition, some actions our Members take regarding your advertisements will be available to you. In return for Members making specific information available to be used in a search so that marketers can send them targeted advertisements, you will provide Members with monetary compensation.   Use of Member information for identifying whether they meet your target marketing does not in any way construe us selling that information to an Advertiser or establishing an ongoing right for you to contact the Members beyond the one time that you have paid to contact the Members.    
 
Through the Exchange you will create a search query from a menu of choices, such as age, gender, zip code, etc.  The query will inform you how many Members match the criteria and the fee that Cotonomy will charge for you to send an ad directly to these Members that match your criteria (“Fee”).  You will authorize Cotonomy to charge the appropriate Fee to the credit card you provide.  Upon confirmation of payment of the Fee you will be allowed to send the advertisement through the system directly to those Members.  The total Fee is based on the number of Members you choose to contact and the types of information used to create the search query.  The Fee structure may be adjusted by Cotonomy, in its sole discretion, based on the price of other advertising options with similar levels of Member information and activity.  As compensation, each Member that receives your advertisement will receive eighty five percent (85%) of the Fee and for your use of the Exchange Cotonomy shall receive the remaining fifteen percent (15%) of the Fee.  You will not be granted any refunds of the Fee once your advertisement has reached its intended audience.  

5. RESTRICTIONS.  You shall not make any use of the Exchange other than as expressly authorized in this Agreement.  You shall not directly or indirectly: (a) sell, lease, rent, display, license, sublicense, operate as a service bureau, or timeshare, the Exchange to any third party; (b) reverse engineer, decompile, disassemble, screenscrape, or circumvent any technological measure controlling access to the Exchange, in whole or in part; (c) modify the Exchange or write or develop any derivative software or any other software program based on the Exchange; or (d) provide, disclose, distribute, divulge or make available to, or permit use of or access to the Exchange by any third party without Cotonomy’s prior written consent.  While using the Exchange, you must comply with any terms and conditions that are provided by Cotonomy as a supplement to this Agreement and you shall not do any of the following things:

  •  Use any tracking software or other techniques to expose the contact information and/or identifies of the Members;
  • Post content in inappropriate areas of the Site;
  •  Post or transmit through the Site any unlawful, harmful, threatening, abusive, harassing, defamatory, discriminatory or material that may otherwise be prohibited in writing by Site at any time, including but not limited to any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law;
  • Violate any third party rights, including but not limited to any third party intellectual property rights or rights of privacy or publicity;
  • Post false, inaccurate, and misleading content;
  • Distribute viruses or any other technologies that may harm Cotonomy, the Exchange, the Website, or the interests or property of its users;
  • Use any robot, spider, scraper, or other automated means to access the Exchange for any purpose;  
  • Take any action that imposes or may impose (in Cotonomy’s sole discretion) an unreasonable or disproportionately large load or burden on Cotonomy’s infrastructure;
  • Bypass any measures Cotonomy may use to prevent or restrict access to the Exchange or the Site; and
  • Interfere or attempt to interfere with the proper working of the Exchange or any activities conducted on or with the Exchange.

6. TERMINATION/CHANGED TERMS. Cotonomy may, at any time and without notice to you, terminate this Agreement, change or discontinue any aspect of the Exchange or Site, or change or modify the terms and conditions applicable to your use of the Exchange or Site, including, but not limited to, the terms of this Agreement.  Except as stated elsewhere, all amended terms shall be binding and effective thirty (30) days after they are posted on the Site.  You agree to regularly review the current version of this Agreement posted on the Site to be and remain aware of the terms governing your use of the Exchange.  Your use of the Exchange constitutes acceptance of any amendments to this Agreement.  If you want to discontinue your use of the Exchange and close your account you should notify Cotonomy by sending an email to customerservice@cotonomy.com and we will deactivate your Account. You acknowledge and agree that Cotonomy has the absolute right to suspend or terminate your account and license to use the Exchange at any time and for any reason or no reason and without notice to you.

7. INTELLECTUAL PROPERTY RIGHTS.  Cotonomy owns the copyrights for all of the materials and content it places on the Site and is used in connection with the Exchange, or has a valid right from a third party to use such materials and content.  Cotonomy also owns or has a valid right to use features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), all trademarks, service marks, and trade names it places on this Site or uses in connection with the Exchange.  You agree to keep intact all copyright, trademark and other proprietary notices on the materials and will not modify the materials or use the materials for any other purpose other than in connection with this Agreement.  Any other use is a violation of Cotonomy’s rights. Your use of the trademarks, service marks and trade names on this Site in any manner other than as authorized in this Agreement, or as authorized in writing by Cotonomy, is strictly prohibited.

8. CONTENT AND DATA.  Through your use of the Exchange you will be gaining access to data and feedback by Members of the Site.  In addition, you will be analyzing user information available through the Exchange and then sending targeted advertisements to Members.  The advertisements you send through Cotonomy is your content (“Content”). You are responsible for the accuracy of all information you send through the Exchange.  Cotonomy does not claim ownership rights in Your Content and is not liable to you or any third party for the content or accuracy of Your Content.  You retain ownership of the intellectual property rights in Your Content.  You hereby grant Cotonomy, our affiliates and services provider, a worldwide, royalty-free, perpetual, irrevocable, transferable, sublicensable, and non-exclusive license to exercise any and all copyright, trademark, publicity, and database rights you have in Your Content that you provide through the Exchange or on the Site, in any media known now or in the future.  By submitting Your Content you represent that (1) Your Content is your original work of authorship, you control all rights in Your Content, or you have a valid license to Your Content; (2) you have the right to grant the above license to us; (3) you have the right to post Your Content through the Exchange and on the Site; (4) Your Content complies with the terms of this Agreement and any state, federal and local laws.  You understand and acknowledge that you are responsible for Your Content submitted or contributed, and you, not Cotonomy, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.  You acknowledge that Your Content is created by you and it is not controlled or endorsed by Cotonomy.  Cotonomy reserves the right to, but is under no obligation to, remove Your Content that, in Cotonomy’s sole judgment, is offensive, illegal, threatening, lewd, or violates this Agreement.

9. NO AGENCY.  You acknowledge and agree that no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement or your use of the Exchange.   

10. COMPLIANCE WITH LAWS.  You agree that it is your sole responsibility to comply with all laws, rules, and regulations that may apply to your use of the Exchange, including all federal, state and local laws regarding the collection, storage and protection of personally identifiable information and the type, content, location and placement of your advertisements on the Site.    

11. DISCLAIMER OF WARRANTIES.  The Exchange is provided on an “as is” and “as available” basis.  COTONOMY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.  COTONOMY DOES NOT MAKE ANY WARRANTY THAT THE EXCHANGE WILL MEET YOUR REQUIREMENTS OR THAT THE EXCHANGE WILL BE AVAILABLE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.  COTONOMY MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USING THE EXCHANGE.  YOU AGREE THAT ANY MATERIAL AND/OR DATA OBTAINED OR PROVIDED THROUGH THE EXCHANGE IS DONE AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT MAY RESULT.  COTONOMY MAKES NO WARRANTY REGARDING ANY MATERIALS, PRODUCTS, OR BENEFIT OF ANY KIND PROVIDED BY THIRD PARTIES THAT ARE OBTAINED THROUGH OR AS A RESULT OF ANY TRANSACTION ENTERED INTO, THROUGH, OR AS A RESULT OF YOUR USE OF THE EXCHANGE.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COTONOMY OR THROUGH THE EXCHANGE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.  TO THE EXTENT THAT CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY.  YOU AGREE THAT THE EXCLUSIONS HEREIN SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.  

12. LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COTONOMY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PROSPECTIVE BUSINESS ADVANTAGE, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY, INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, OR FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF, MISUSE OF, OR INABILITY TO USE THE EXCHANGE,  THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, OR RELATED CONTENT, OR OTHERWISE ARISING OUT OF THE USE, MISUSE, OR UNAVAILABILITY OF THE EXCHANGE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY OF COTONOMY, AND EVEN IF COTONOMY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

13. EXCLUSIVE REMEDY.  Regardless of the previous paragraphs, if Cotonomy is found to be liable, its liability to you or to any third party is limited to the total compensation made by Cotonomy from you over the twelve (12) months prior to the action giving rise to the liability.

14. APPLICABLE LAW.  This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding its conflict of laws rules.  Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules in a venue located in California, and judgment on the award rendered by the arbitrator[s] may be entered in any court having jurisdiction thereof.  

15. INDEMNIFICATION/RELEASE.  You shall indemnify and hold harmless Cotonomy and its affiliates (including, but not limited to, its shareholders, employees, officers, and agents) from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising from your use of the Exchange, breach of this Agreement, or violation of any law or the rights of a third party, including any allegations that any content you post violates any such laws or third party rights.  If you have a dispute with one or more of the Site users, you release Cotonomy (including its shareholders, directors, employees, officers, and agents) from claims, demands, and damages (actual or consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

16. MISCELLANEOUS PROVISIONS.  If for any reason a court of competent jurisdiction finds any provision or portion thereof to be unenforceable, the remainder of the terms of the Agreement shall continue in full force and effect.  This Agreement and any expressly incorporated document represents the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements to the extent not consistent herewith, written or oral, including any individual agreement setting forth the term on which the services are to be provided by Cotonomyto you.  Any waiver of any provision of this Agreement will be effective only if in writing and signed by Cotonomy.  The failure by Cotonomy to enforce any provision of this Agreement or portion thereof does not act as a waiver or estop Cotonomy from enforcement of the remaining terms.  The section headings appearing in this Agreement are inserted for convenience only and in no way define, limit, construe or describe the scope or extent of any section or, in any way, affect such section.  You shall not assign, transfer, sublicense, or delegate any of your rights or obligations under this Agreement.  Any purported assignment, delegation, sublicense, or transfer shall be null and void.  Cotonomy may assign or otherwise transfer all or any of its rights or delegate or otherwise transfer all or any of its obligations or performance under this Agreement.   Your use of the Exchange will be governed by this Agreement together with the Terms of Use  and the Privacy Policy.  In the event of conflict between this Agreement and the Terms of Use or the Privacy Policy, this Agreement shall control.