Terms of use

IMPORTANT: This COTONOMY MEMBER Agreement (this “Agreement”) is a legal Agreement between A CONSUMER (“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 EXCHANGE.  PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY BEFORE BECOMING A MEMBER OF THE EXCHANGE.  

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 people to join the Exchange (“Member”) and as a Member provide various types of personal information about themselves, which is shown in a de-identified format to advertisers who are also members of the Exchange (“Advertisers”).  Such information includes but is not limited to gender, age, zip code, lifestyle information, and online purchasing habits.  Advertisers will not be given Member’s names, personal email addresses, or home addresses (except zip code). In addition, Members will have the ability to control the types of goods and services they will receive advertisements about, as well as the ability to block specific categories of products or specific advertisers.  The advertisements advertisers send are contained to only within the Exchange. The customization of a Member’s profile will also provide Advertisers with supplemental details about what the types of consumer goods and services users are interested in and what they like.  The Advertisers will be allowed to run a search on the Exchange to find Members whose personal information, in a de-identified form, meets their criteria for being a likely fit for their products or services and will use this information to send targeted advertisements to users of the Cotonomy website (“Site”).  Through the Exchange a Member can open, click on or categorize advertisements.  The information related to what advertisements a Member opens, clicks on or how it is categorized will be shared with the Advertisers.  Advertisers, in exchange for the Member’s willingness to accept ads and de-identifiable information that makes targeting more accurate, will compensate Member as outlined in Section 3 of this Agreement. In exchange for all the insight the Member is allowing an Advertiser access to so they can more effectively send relevant advertisements, members shall receive compensation directly from the Advertiser as outlined in Section 3 below.

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 as a Member.

2. ACCOUNTS.  If you create a Member account (“Account”), you represent that you are at least eighteen (18) years of age, are able to form a binding contract.  You will create your Account by completing and submitted to us a Member account form located on the Site.  Membership accounts are limited to one per person.  When you create an Account you must provide your first and last name, home address, email address, gender, and date of birth (“Required Information”).  When creating the Account you are representing that all of the Required Information you provide is truthful and accurate.  You will notify us if any changes occur in your Account information.  If we discover that any of your Required Information is false, inaccurate, or that you have opened more than one account, Cotonomy, in its sole discretion, may suspend, close, or terminate your Account and your use of the Exchange.    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 you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity.  You also acknowledge that you will not transfer your account or user ID.  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.  You assume all responsibility for activity that occurs on your Account.

3. COMPENSATION.  As a Member you will be paid by Advertisers for their ability to send you ads through the platform and for de-identified information you provide about yourself through the Exchange.  As a Member you will be paid by each and every Advertiser that contacts you through the Exchange. The compensation you shall receive is driven by a number of factors including (1) the type of products or services that the Advertiser is selling; (2) the type of information that the Advertiser used to determine if you are a good fit for their product or services; and (3) how active you are on using the Exchange to view offers and/or click on them. Cotonomy will set up an account within the Exchange for tracking all of the payments a Member has earned by being contacted by an Advertiser. Cotonomy will mail a check to Member’s each month for any amounts collected from applicable Advertisers.  However, if the Member’s balance is US $10 or less, no check will be sent until the balance reaches or exceeds this amount.  If during the next calendar month the Member’s balance is greater than US $10 the check will take place the first week of the calendar month.  In return for the operation of the Exchange, Cotonomy shall receive fifteen percent (15%) of all payments Advertiser make to a Member.  Any amount deposited into your Cotonomy account already reflects the subtraction of Cotonomy fee.  

The amount a Member receives for the information he/she supplies will vary.  Payment is based on an algorithm that studies various market factors, such as but not limited to: (i) the price that similar types of information are currently being sold for; (ii) what type of information an Advertiser used in their search criteria; and (iii) how active the Member is on the system.  Cotonomy will seek to attain the best possible price paid by its Advertiser for information and access obtained from the Members.

4. 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.

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:

  • Post content in inappropriate areas of the Site;
  • Post or transmit through the Site any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, discriminatory or otherwise objectionable material of any kind, 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 must notify Cotonomy by going to the “Account” page of the Site.  Within forty five (45) business days of termination of this Agreement, any monies owed to you will be paid to you via a check.    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. 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.   

8. COMPLIANCE WITH LAWS.  You agree that it is your sole responsibility to comply with all federal, state and local laws, rules, and regulations that may apply to your use of the Exchange and contribution of personal information.   

9. DISCLAIMER OF WARRANTIES.  The Exchange is provided on an “as is” and “as available” basis.  EXCEPT AS MAY BE OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, 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.  

10. 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.

11. 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 paid to you by the Advertisers in the twelve (12) months prior to the action giving rise to the liability.

12. 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 and in a location in California.  Judgment on the award rendered by the arbitrator[s] may be entered in any court having jurisdiction thereof.  

13. 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 Advertisers, 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.

14. 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 Cotonomy to 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 http://cotonomy.com/user-agreement-shopper or http://cotonomy.com/user-agreement-business  and the Privacy Policy http://cotonomy.com/privacy-policy.  In the event of conflict between this Agreement and the Terms of Use or the Privacy Policy, this Agreement shall control.