Last Updated: March 10, 2022
PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND COOPERATIVE. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT ACCEPT THESE TERMS OR USE THIS WEBSITE OR THE SERVICES (AS DEFINED BELOW).
THESE TERMS INCLUDE AN AGREEMENT TO SUBMIT CLAIMS EXCLUSIVELY TO INDIVIDUAL (NON-CLASS) ARBITRATION. For more details, go to Section 12.7.
When we refer to the “Website” in these Terms, we mean this website at www.cooperativesneakers.com. When we refer to the “Services” in these Terms, we mean all products and services provided by us or our Affiliates, as applicable, that are ordered or used by you, including the Website content, shopping and e-commerce, and community services. When we refer to an “Affiliate” in these Terms, we mean any entity that directly or indirectly controls or is controlled by, or is under common control with, the party specified.1. Changes to These Terms
As between the parties, we exclusively own and reserve all right, title, and interest in and to the Services and any data that is derived from your use of the Services. All the content on the Website or used in connection with the Services, including without limitation text, graphics, photographs, images, moving images, video, sound, illustrations, interactive features, articles, stories, or other content (“Content”), is owned by Cooperative, its licensors, vendors, agents, or others we license Content from, and is protected by copyright, trademark, and other intellectual property rights. Except as authorized under the copyright and intellectual property rights laws, and unless you have our prior written consent, you may not modify any of the Content and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or work contained on the Website or in connection with the Services. To the extent we approve the use of Content comprised of trademarks, copyrights, or other works, we grant you a limited, non-transferable, non-sublicensable, and revocable license to access and use such copyrights solely for their intended purpose. You do not acquire any ownership rights in the Content. We reserve the right to monitor your use and to alter or revoke this license or your access to the Contact at any time and for any reason. By allowing this limited use, it does not constitute a waiver of any of our rights to the Content.3. Products, Services, and Content
All products, services, features, content, specifications, prices, and descriptions depicted on the Website and in connection with the Services are subject to change at any time without notice. We make all reasonable efforts to accurately display the attributes of our products and services; however, we cannot guarantee that your computer or device will accurately display colors or textures. Any inclusion of any products or services on the Website at a particular time does not warrant that these products or services will be available at any time.4. Account Information and Security, and License
Portions of the Website may require you to log in or register for an account. You must provide us with your current, complete, truthful, and accurate information. To complete your registration, we may require you to agree to additional agreements. Upon registration, you may receive a username, password, and other login credentials. You are entirely responsible for the security and confidentiality of your login credentials and any and all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions against unauthorized use. We reserve the right to restrict or refuse registration or use of the Website or Services for anyone, for any reason, and at any time.5. User Content and License
All opinions, remarks, comments, feedback, reviews, artwork, graphics, photographs, links, questions, suggestions, information, videos, and other materials that you post to the Website or transmit using the Website (“User Content”) does not represent the views of Cooperative or any individual associated with us. We do not warrant the accuracy of any User Content on our Website or in connection with the Services and do not take any responsibility or assume any liability for any actions you may take as a result of reading User Content. User Content remains the intellectual property of the individual user. By posting User Content on our Website or in connection with the Services, you grant us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content through the world in any media, whether now know or hereafter discovered.6. Accuracy of Information
We attempt to ensure that information on the Website is complete, accurate, and current. However, despite our efforts, the information on the Website may occasionally be inaccurate, incomplete, or outdated. We make no representation as to the completeness, accuracy, or currency of any information on the Website. We may make changes in information about price and availability without notice. The receipt of an email order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service. We reserve the right, without prior notice, to limit the order quantity of any product or service and/or to refuse service to any customer. We also may require verification of information prior to the acceptance and/or shipment of any order.7. Communication with You
We may mail, email, call, or text you regarding the Services, including notifying you of new or existing Services or advertisements for third-party products or services. You consent to receive phone calls and text messages is not a condition of purchase. Message and data rates may apply. You may opt out of any communication methods or means at any time.8. Social Media Platforms
We may provide experiences on social media platforms such as Google®, YouTube®, Facebook®, Instagram®, Twitter®, LinkedIn®, TikTok®, and Pinterest® that enable online sharing and collaboration amongst users who have registered to use them. Any content you post, such as pictures, videos, comments, information, opinions, or any personal information that you make available to other participants on these social media platforms, is subject to the terms and privacy policies of those platforms. Please refer to those social media platforms to better understand your rights and obligations regarding such content.9. Privacy
The Website and Services may contain links to websites that are not owned, operated, or controlled by Cooperative or our Affiliates. All such links are provided solely as a convenience to you. If you use these links, you will leave this Website. Neither we nor any of our respective Affiliates endorse, guarantee, or make any representations or warranties regarding any other websites, or any content, materials, or other information located or accessible from any other websites, or the results that you may obtain from using any other websites. If you decide to access any other websites linked to or from this website, you do so entirely at your own risk. Some portions of our Website and Services may be supported by sponsored advertisements from third-party partners (“Partner Offers”). We may display Partner offers that may be customized or relevant to you based on information you provided in connection with the Services, information shared with advertisers, or other information. In connection with Partner Offers, the Website and Services may include links to other websites belonging to advertisers and other third parties. We are not an agent, broker, or otherwise responsible for the activities or policies of third-party websites. We do not guarantee that any Partner Offer may be best for you or meet your needs. We may receive compensation from third parties, which may impact the placement and availability of the Partner Offers.11. Termination
You or we may suspend or terminate your account or your use of this Website and/or Services at any time, for any reason, or for no reason. You are personally liable for any orders placed or charges incurred through your account prior to termination. We may also block your access to this Website and/or Services in the event that (a) you breach these Terms; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us.
The websites, services, information, data, features, and all content and all products and services associated with the Services or provided through the Services (whether or not sponsored) are provided to you on an “as-is” and “as available” basis. Cooperative and its third-party providers, licensors, distributors, or suppliers (collectively, “suppliers”) make no representations or warranties of any kind, express or implied, as to the content or operation of the Website or of the Services. You expressly agree that your use of the services is at your sole risk. Neither Cooperative nor its suppliers make any representations, warranties, or guarantees, express or implied, regarding the accuracy, reliability, or completeness of the content on the Website or of the Services (whether or not sponsored), and expressly disclaims any warranties of non-infringement or fitness for a particular purpose. Neither Cooperative nor its suppliers make any representation, warranty, or guarantee that the content that may be available through the Services are free of infection from any viruses or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, surreptitiously intercept, or expropriate any system, data, or personal information. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. In such states, liability is limited to the extent permitted by law. Accordingly, some of the above limitations of this provision may not apply to you.
12.2 Limitation of Liability
Your use of the Website and Services are at your own risk. You agree that our sole obligation to you is to provide the Website and Services “as is.” Cooperative shall in no event be responsible or liable to you or any third party, whether in contract, warranty, tort (including negligence), or otherwise, for any indirect, special, incidental, consequential, exemplary, liquidated, or punitive damages, including but not limited to loss of profit, revenue or business, arising in whole or in part from your access to the Website, your use of the Services, the Website or this agreement, even if Cooperative has been advised of the possibility of such damages. Notwithstanding anything to the contrary in this agreement, Cooperative’s liability to you for any cause whatever and regardless of the form of the action, will at all times be limited to a maximum of US $500.00.
You shall defend, indemnify, and hold harmless Cooperative and its officers, directors, shareholders, and employees, from and against all claims, suits, proceedings, losses, liabilities, and expenses, whether in tort, contract, or otherwise, that arise out of or relate, including but not limited to attorneys’ fees, in whole or in part arising out of or attributable to any breach of this Agreement or any activity by you in relation to the Website or your use of the Services.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to make it enforceable and, in any event, the rest of these Terms will continue in full force and effect.
Notices to us under these Terms will be provided via email to firstname.lastname@example.org. Notices to you under these Terms will be provided via (a) email to the email address you designate in your account or (b) your account portal.
12.6 Force Majeure
No failure, delay, or default in performance of any obligation of a party will constitute an event of default or breach of these Terms to the extent that such failure to perform, delay, or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil, or military authority, fire, strike, lockout, or other labor dispute, flood, terrorist act, war, riot, theft, earthquake, or other natural disaster, or endemic or pandemic. The party affected by such cause will take all reasonable actions to minimize the consequences of such cause.
12.7 Dispute Resolution by Arbitration, Waivers to Jury Trial and Class Action
Any dispute or claim relating in any way to these Terms and the Services will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply Utah law to all other matters. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. We each agree that any and all disputes must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. By entering into this agreement and agreeing to arbitration, you agree that you and Cooperative are each waiving the right to file a lawsuit and the right to a trial by jury. In addition, you agree to waive the right to participate in a class action or litigate on a class-wide basis. You agree that you have expressly and knowingly waived these rights. To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to Cooperative, 703 S. State St., Suite 2, Orem, UT 84058. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration, and arbitrator fees and costs will be governed by the AAA’s rules. Cooperative will not seek its attorneys’ fees or costs in arbitration unless the arbitrator determines your claims or defenses are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed on location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section shall survive expiration, termination, or rescission of this Agreement.
12.8 Governing Law
Any claim relating to, and the use of, the Services, Website, and the materials contained herein is governed by the laws of the State of Utah, United States. You consent to the exclusive jurisdiction of the state and federal courts located in Utah County, Utah.
12.9. Entire Agreement
Except as provided in these Terms and any exhibits or attachments, applicable Order Form(s), or other terms incorporated by reference into these Terms, these Terms supersede all prior and contemporaneous proposals, statements, sales materials, presentations, or agreements, oral and written. No oral or written information or advice given by us, our agents, or our employees will create a warranty or in any way increase the scope of the warranties or obligations under these Terms.