Copyt, Inc. (“Copyt”) provides technology-enabled services, including its Software as a Service offering, the website at http://copyt.io/, any Mobile Apps (as defined below), and other related software, content, and services, including all versions and upgrades thereto (collectively, the “Services). Your use of the Services is subject to and governed by the terms and conditions in this Terms of Service (“TOS”). Copyt may, at its discretion, update this TOS at any time. You can access and review the most current version of this TOS at the URL for this page, by clicking on the “Terms of Service” link within the Services, or as otherwise made available by Copyt.
PLEASE REVIEW THIS TOS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS TOS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS TOS, YOU MAY NOT ACCESS OR USE THE SERVICES.
THIS TOS REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS TOS, OR YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THIS TOS, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 13 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.
If you are entering into the TOS as an individual, you represent and warrant that you: (a) are of legal age to form a binding contract; (b) have the right, authority, and capacity to agree to and abide by this TOS; and (c) are not a person barred from using the Services under the laws of any applicable jurisdiction. THE SERVICES ARE NOT INTENDED FOR USERS UNDER THE AGE OF 13 OR THE LOWEST AGE ALLOWABLE BY APPLICABLE LAW, AND SUCH USERS ARE EXPRESSLY PROHIBITED FROM SUBMITTING ANY PERSONAL DATA OR USING ANY ASPECT OF THE SERVICES, AND BY TAKING SUCH ACTIONS YOU AGREE, REPRESENT, AND WARRANT THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND USE THE SERVICES.
IF YOU ARE ENTERING INTO THE TOS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND SUCH ENTITY TO THE TOS, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MAY NOT ACCESS OR USE THE SERVICES.
(a) Grant. Subject to and conditioned on your compliance with this TOS, Copyt hereby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license solely to use the Services only for your personal and/or internal business use. Your access to and use of the Services must further comply in all material respects with all usage guidelines posted by Copyt, which may be updated by Copyt from time to time in its sole discretion.
(b) Mobile Apps. The Standard may make available mobile software applications for access to and use of certain components of the Services (collectively, “Mobile Apps”). Your access to and use of Mobile Apps is subject to and governed by this TOS. If any Mobile App is downloaded by you from the iTunes App Store, Windows Phone Store, Amazon Appstore, Google Play or any similar service (an “App Store”), your use of such Mobile App is further subject to your compliance in all material respects with the terms and conditions of the applicable usage rules set forth by such App Store. This TOS is between you and Copyt only, and not with the proprietor of any App Store (a “Third Party Proprietor”), and no Third Party Proprietor is responsible for Mobile Apps and the contents thereof; however, any Third Party Proprietor and its subsidiaries are third-party beneficiaries of this TOS with respect to Mobile Apps.
(c) Trademarks. You may not use the Copyt names, brands, trademarks, service marks or logos that Copyt makes available on the Services (“Marks”). Copyt claims trademark protection and similar rights over and related to all such Marks and you will not use the Marks except as expressly authorized herein. You will not remove or alter the Marks or any proprietary notices on the Services. The Marks may not be included in or as part of any registered corporate name, any other logo, or service or product name. You may not create any derivative works of the Marks or use the Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with Copyt. You will not otherwise use business names or logos in a manner that can mislead, confuse, or deceive any third party. All use of the Marks and all goodwill arising out of such use, will inure to Copyt’s benefit.
In addition to this TOS, the Copyt Privacy Policy, available below (“Privacy Policy”) applies to how Copyt may process information provided as part of the Services. You acknowledge and agree that by accessing or using the Services, Copyt may receive certain information about you, including personal data, as set forth in the Privacy Policy, and Copyt may collect, use, disclose, store, share, and process such personal data in accordance with such Privacy Policy.
(a) You grant Copyt and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made all content (in any form and any medium, whether now known or later developed) that you provide in connection with the Services. You acknowledge and agree that the technical processing and transmission of data associated with the Services, may require: (i) transmissions over various networks and across borders and (ii) modifications to conform, connect, and adapt to technical requirements of networks or devices.
(b) The Services provided to you hereunder or available to you through the Services are licensed, not sold, and Copyt retains and reserves all rights not expressly granted in this TOS. You acknowledge and agree that, as between you and Copyt, Copyt and its licensors owns all rights, title and interest (including all intellectual property rights) in the Services and all data, content, and other materials within the Services. The Services are protected by U.S. and international copyright and other intellectual property laws and treaties. Copyt reserves all rights not expressly granted to you in this TOS.
(c) You may not share your account or password with anyone. You are fully responsible for all activities that occur under your account. You agree to notify Copyt immediately of any unauthorized use of your account or password or any other similar breach of security. If your account remains inactive for three months or longer, Copyt reserves the right to suspend or terminate your account, with or without notice to you, and delete your content all without liability.
(a) In your use of the Services, you will not:
(i) use, reproduce, modify, adapt, create derivative works from, sublicense, publicly perform, publicly display, distribute, sell, lease, rent, make, have made, assign, pledge, transfer or otherwise grant rights to the Services, except as expressly permitted under this TOS;
(ii) reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive trade secrets, algorithms, or the source code, architectural framework, or data records, within or associated with the Services;
(iii) interfere with or disrupt the integrity or performance of the Services, including by disrupting the ability of any other person to use or enjoy the Services;
(iv) provide use of the Services on a service bureau, rental or managed services basis, provide or permit other individuals or entities to create Internet “links” to the Services or “frame” or “mirror” the Services on any other server, or wireless or Internet-based device;
(v) access the Services for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Services;
(vi) violate any applicable local, state, provincial, federal or international law or regulation, or use the Services for any illegal, unauthorized or otherwise improper purposes, including to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights;
(vii) remove or obscure any proprietary notices that appear within the Services;
(viii) impersonate any person or entity, including Copyt personnel, or falsely state or otherwise misrepresent your affiliation with Copyt, or any other entity or person;
(ix) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;
(x) take any action that imposes an unreasonable or disproportionately heavy load on the Services or its infrastructure; or
(xi)use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Services; or download, reproduce, or archive any substantial portion of the Services.
(b) You will not: upload, post, email, store, transmit, or otherwise make available any content (collectively, “Prohibited Content”) that:
(i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or otherwise objectionable;
(ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement);
(iii) infringes any patent, trademark, trade secret, copyright, or other proprietary right of any party, including any patent, trademark, trade secret, copyright, or other proprietary right (“Intellectual Property Right”) related to any products posted, listed, or shown by you on the Services;
(iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages, or any other form of solicitation;
(v) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware;
(vi) contains infringing, libelous, or otherwise unlawful or tortious material; or
(vii) consists of information that you know or have reason to know is false or inaccurate.
(c) Copyt’s failure to enforce any of these restrictions or guidelines shall not act as a waiver for any future enforcement, will not be considered a breach of this TOS by Copyt, and does not create a private right of action for any other party.
(a) Payment. Customer shall pay all agreed upon fees through the Services, including without limitation any agreed upon subscription fees, as set forth in the order confirmation page or as otherwise mutually agreed to by you and Copyt (“Fees”) in accordance with terms set forth herein and any additional terms set forth on the Services. You hereby authorize Copyt to charge your credit card on file for all Fees that have become due and payable.
(b) Automatic Renewal. Your subscription to use the Services shall automatically renew for the same subscription period set forth in the order confirmation, or as mutually agreed to by you and Copyt, page unless you provide notice of non-renewal by 11:59 p.m. your local time before the date of non-renewal of the Subscription Period. Copyt reserves the right to increase Fees subject to automatic renewal upon 30-day written notice to you.
(c) Cancellation. You can cancel your subscription at any time or contacting us by email at support@copyt.io or call us at (800) 580-0936. Your cancelation will take effect at the end of the current paid period.
(d) Taxes. Unless otherwise noted, items sold by Copyt or through the Services are subject to state and local sales tax in accordance with applicable laws. Copyt may not collect sales or use taxes in all states. For states imposing sales or use taxes, your purchase is subject to use tax unless it is specifically exempt from taxation. Your purchase is not exempt merely because it is made over the Internet or by other remote means. Many states require purchasers to file a sales/use tax return at the end of the year reporting all of the taxable purchases that were not taxed and to pay tax on those purchases. Details of how to file these returns may be found at the websites of your respective taxing authorities. The sales tax indicated on the checkout page is an estimate. The sales tax ultimately charged to your credit card will be calculated when your credit card charge is authorized and will reflect applicable state and local taxes.
FEEDBACK
If you elect to provide or make available to Copyt any suggestions, comments, ideas, improvements or other feedback relating to the Services (“Feedback”), Copyt shall own and be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Feedback in any form and any medium (whether now known or later developed), without credit or compensation to you.
(a) The Services may include or provide access to third party products, services, content, or offerings, including advertising for such (“Third Party Services”), which may include without limitation, various payment processors and point of sale systems. Copyt currently uses Stripe as its payment processor; however, Copyt reserves the right to change payment processors at any time. You acknowledge that different terms of use and privacy policies may apply to your use of such Third Party Services and that such terms and policies are solely between you and the advertiser or other third party. You agree that Copyt does not endorse and is not responsible or liable for any issues related to Third Party Services.
(b) As a feature of the Services, Copyt may allow for the consignment and sale of certain products (“Consignment Items”) through the Services (the “Consignment Feature”). Copyt reserves the right to charge you for using the Consignment Feature. Copyt will communicate any such fees to you, including listing, transaction, advertising, promotion, and subscription fees, and Copyt reserves the right to change these fees from time to time. By using the Consignment Feature, you understand that:
(i) As a seller of Consignment Items (a “Consignment Seller”) via a consignor (each a “Consignor”), Copyt is not the consignor of Consignment Items and the applicable Consignor is the person or entity, as applicable, who will be selling Consignment Items to purchasers and processing the applicable consignment fees payable to both you (as a Consignment Seller) and Consignor as a result of any such transaction;
(ii) Copyt does not pre-screen Consignment Items sold or listed and therefore does not guarantee or endorse any items sold through the Consignment Feature, any Consignment Sellers or Consignors, or any content posted on the Services by other users;
(iii) Copyt is not a party to any consignment transaction and Consignor and/or Consignment Seller, as applicable, and not Copyt, are responsible for the delivery and receipt of any Consignment Items consigned through the Consignment Feature;
(iv) Each Consignor may have their own processing times, shipping methods, and policies, and each Consignor-Consignment Seller relationship shall be governed by separate terms which are solely between such Consignor and Consignment Seller (Copyt is merely a provider of inventory management solutions and does not facilitate any entering into of consignment relationships or agreements); and
(v) You assume responsibility of any information, communications, data, or materials you may provide to a Consignor and/or Consignment Seller, as applicable and Copyt does not monitor or assume any responsibility for any communications made between Consignors and Consignment Seller where on the Services or otherwise.
(c) Further, by consenting to connecting to a Consignor or Consignment Seller via the Consignment Feature, you hereby agree and consent to the processing and sharing of any data or information by Copyt, including pricing, name, and other account information, with such Consignor or Consignment Seller solely as necessary for Copy to provide the Consignment Feature and otherwise process the relevant payment and consignment information with respect to the applicable consignment sale or relationship.
(d) If you are selling or consigning any product through the Consignment Feature, you understand and agree that you are responsible for complying with all applicable laws and regulations for the products you list for sale, including any required labels and warnings. You are the seller of record for all items you sell through the Consignment Feature. Copyt assumes no responsibility for the accuracy, labeling, or content of your listings. However, Copyt may, in its sole discretion, refuse or remove any listings provided by you. Copyt reserves the right to charge sellers for using the Consignment Feature. Copyt will communicate any such fees to you, including listing, transaction, advertising, promotion, and subscription fees, and Copyt reserves the right to change these fees from time to time. By selling on Copyt, you represent, warrant, and agree that you will:
(i) Only sell goods that are true, accurate, and complete and do not violate any applicable laws, regulations, or rights of third parties;
(ii) Only sell goods and sell goods in a manner that does not infringe, misappropriate, or otherwise violate the Intellectual Property Rights of any third party;
(iii) Not use the Consignment Feature for any illegal or unauthorized purposes;
(iv) As a Consignor, collect, asses, and pay, as applicable, any taxes associated with using and making sales through the Consignment Feature;
(v) As a Consignor, honor your shipping and processing times and representations;
(vi) As a Consignor, honor the commitments you make to buyers of Consigned Items and to Consignment Sellers; and
(vii) As a Consignor, notify the buyer of Consigned Items and the applicable Consignment Seller of any order changes or cancellations.
(e) Copyt may provide access to a third-party platform to facilitate the transfer of money between parties using the Consignment Feature. Providing access to this feature does not make Copyt a party to the transaction; rather, Copyt remains an independent third-party separate from any transaction. Copyt is not responsible for any act or omission of such third party. By using a third-party service, you may be subject to that party’s terms of use, privacy policy, or similar agreement. You are responsible for comply with any such agreement.
(a) Copyt may host or provide access to messages boards, chats, and other public forums through the Services or third-party providers, such as Discord (“Chat Forums”). Chat Forums are intended to serve as discussion centers for users and subscribers of the Services. These are public forms and any information that you upload, post, store, transmit, or otherwise make available on or through the Services may be seen by anyone on the Internet. You are prohibited from posting, copying, or otherwise making available any Prohibited Content. Further, you will not upload, post, store, transmit, or otherwise make available anything that violates the privacy or publicity rights of any other person, including any personal identifying information of another individual such as addresses, phone numbers, email addresses, Social Security numbers, credit card numbers, confidential information or any trade secrets. Copyt may expel you from the Chat Forums for failing to comply with these guidelines. Copyt or its designated agents may remove or alter any user-created content at any time for any reason.
(b) By sending or transmitting to Copyt via the Services or otherwise, content, images, video, audio files, creative suggestions, ideas, notes, concepts, information or other materials (collectively, “User Content”), or by posting such User Content on the Chat Forums, you hereby grant to Copyt and its designees a worldwide, non-exclusive, sublicenseable, assignable, royalty-free, perpetual, irrevocable license and right to use, reproduce, distribute, modify, create derivative works of, publicly perform, publicly display, digitally perform, sell, offer for sale and import such User Content in any media now known or hereafter devised, for any purpose whatsoever, commercial or otherwise, without compensation to you. The foregoing license to Copyt shall be fully paid-up and royalty free.
(c) You represent, warrant, and agree that you have all rights to provide or otherwise make available the User Content and you acknowledge and agree that you are solely responsible for all User Content. You further acknowledge and agree that: (i) you will evaluate and bear all risks associated with your use and distribution of all User Content; (ii) you are responsible for protecting and backing up the User Content; (iii) you are responsible for protecting the confidentiality of all User Content in your possession and control; and (iv) under no circumstances will Copyt be liable in any way for the content of any User Content, including, but not limited to, any errors or omissions in any User Data, or any loss or damages of any kind incurred as a result of your use, deletion, modification, or correction of any User Data. Unless otherwise provided herein, you have full discretion and control on how to store, protect, remove, or delete any User Data and Copyt shall have no liability for any damages caused by such deletion or removal of or failure to store or protect User Content.
(d) Copyt expressly disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion, advice, information or statement made or displayed in the Chat Forums by third parties, nor is Copyt responsible for any errors or omissions in such postings or for hyperlinks embedded in any messages. Under no circumstances will Copyt be liable for any loss or damage caused by your reliance on information obtained through these forums. The opinions expressed in these forums are solely the opinions of the participants, and do not reflect the opinions of Copyt. Copyt has no obligation whatsoever to monitor any of the content or postings on the Chat Forums. However, you acknowledge and agree that Copyt reserves the right to monitor the same at its sole discretion. Copyt reserves the right to alter, edit, refuse to post or remove any postings or content, in whole or in part, for any reason and to disclose such materials and the circumstances surrounding their transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request and to protect itself, its clients, sponsors, users and visitors. In addition, Copyt reserves the right to contact users to inform them of policies, hide users’ posts or delete users’ accounts without warning or notice in advance, for any reason, including but not limited to the violation of this TOS.
You shall indemnify and hold Copyt and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “Copyt Parties”) harmless from and against all losses, damages, costs, liabilities, and expenses, including reasonable attorneys’ fees, to extent resulting from or arising out of any claim, demand, or action due to (a) content you provide to Copyt, including User Content; (b) your violation of this TOS, any law or regulation, or any rights (including intellectual property rights) of another party; (c) your use of the Services, except as expressly permitted in this TOS; and (d) your use or engagement with the Consignment Feature as a Consignment Seller or Consignor.
(a) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COPYT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
(b) COPYT PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, OR COMPLETE.
(c) ALL CONTENT MADE AVAILABLE THROUGH THE SERVICES IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL CONTENT BEFORE TAKING OR OMITTING ANY ACTION.
(d) THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).
(a) COPYT PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR GOODWILL, OR COST OF COVER, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF COPYT PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL COPYT PARTIES’ TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THIS TOS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES OR CONTENT EXCEED THE AMOUNT PAID BY YOU TO COPYT FOR ACCESS TO THE SERVICES WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM(S) AROSE.
(b) THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
(a) Either party may terminate this TOS at any time.
(b) If you violate this TOS, Copyt may, with or without notice to you, immediately suspend or terminate your access and use of the Services.
(c) Copyt reserves the right at any time to modify, suspend, or discontinue the Services (or any portion thereof) with or without notice, and Copyt shall not be liable to you or any third party for any such modification or discontinuance;
(d) Upon termination of this TOS for any reason: (i) Copyt, in its sole discretion, may remove and discard your content and information, including User Content; (ii) you will immediately cease your use of the Services; and (iii) any provision that, by its terms, is intended to survive the expiration or termination of this TOS shall survive such expiration or termination. Further, you agree that that Copyt shall not be liable to you or any third party for any termination of your account or access to the Services. For the avoidance of doubt, your right to access and otherwise utilize the Consignment Feature shall terminate upon the termination of this Agreement. Copyt shall have no responsibility or liability to you or any third party (including without limitation any Consignment Seller, Consignor or buyer of Consignment Items) for any resulting loss of data, communications, or similar information related to any contemplated, pending, or completed transaction facilitated through the Consignment Feature.
This TOS shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of Delaware, without regard to conflict of laws principles. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to this TOS, regardless of the states in which the parties do business or are incorporated.
(a) ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THIS TOS AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
(b) The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in the State of Delaware, or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
(c) WE EACH AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN THE STATE OF DELAWARE. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
(d) Notwithstanding anything to the contrary, you and Copyt may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its intellectual property rights, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 15.
(e) If Copyt implements any material change to this Section 15, such change shall not apply to any Claim for which you provided written notice to Copyt before the implementation of the change.
You represent and warrant that you will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including without limitation, U.S. export laws and import and use laws of the country where Licensed Material is delivered or used and you are not: (a) located in a country that is subject to a U.S. Government embargo, or designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.
This section applies to access to or use of the Services by a branch or agency of the United States Government. The Services includes “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and qualifies as “commercial items” as defined in 48 C.F.R. 2.101. Such items are provided to the United States Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government shall acquire only those rights set forth in this TOS with respect to the such items, and any access to or use of the Services by the United States Government constitutes: (i) agreement by the United States Government that that such items are “commercial computer software” and “commercial computer software documentation” as defined in this section; and (ii) acceptance of the rights and obligations herein.
If you believe that your work has been made available through the Services in a way that constitutes copyright infringement, please provide Copyt’s Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Services; (d) your address, telephone number and email address; (e) a statement by you that you have 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; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, please contact Copyt’s Agent for Notice of Copyright Claims. Copyt’s Agent for Notice of Copyright Claims can be reached as follows:
Agent for Notice of Copyright Claims
808 Lady St., Suite D
Columbia, SC 29201
Phone Number: (800) 580-0936
Email: support@copyt.io
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
This TOS constitutes the entire agreement between you and Copyt concerning your access to and use of the Services. It supersedes all prior and contemporaneous oral or written negotiations and agreements between you and Copyt with respect to such subject matter. In the event of any conflict between or among this TOS and any end user license agreement, privacy policy or usage guidelines to which this TOS refers, the terms and conditions of this TOS shall take precedence and govern. This TOS may not be amended by you except in a writing executed by you and an authorized representative of Copyt. Except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this TOS. For the purposes of this TOS, the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” You may not assign or delegate any right or obligation under this TOS without the prior written consent of Copyt. The failure of Copyt to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such right or provision. If any provision of this TOS is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this TOS. Any prevention of or delay in performance by Copyt hereunder due to labor disputes, acts of god, failure of the Internet, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.
Your privacy is important to Copyt, Inc. (“Copyt”, “we”, “us”, or “our”). This Copyt Privacy Policy (“Privacy Policy”) describes how Copyt may collect, use, store, disclose, process, and transfer your personal information, through your access to or use of Copyt products and services, including those at https://copyt.io/, related websites, mobile software applications, and other offerings (collectively, the “Services”). By using these Services, you signify your acceptance of this Privacy Policy. If you do not agree to this Privacy Policy, please do not use the Services. Copyt may change this Privacy Policy from time to time by posting changes at this URL and may send notification emails regarding such changes. Your continued use of the Services following the posting of such changes will be deemed your acceptance of those changes.
Copyt encourages you to read this Privacy Policy in its entirety, but here are a few key points of our privacy practices:
Privacy Policy Applicability
This Privacy Policy applies when you access the Services or share information with Copyt. Copyt may revise this Privacy Policy at any time.
Information We Collect from You
We collect all information that you provide including information you provide via the Services, your devices (e.g., computers, smartphones, and tablets), telephone and email, as well as information we receive from partners and through the use of cookies and other such technologies.
How We Use Your Information
We process your personal information only with your consent or as needed to provide you Services. We may also use your personal information to comply with legal obligations, operate our business, protect the vital interests of you, our customers, or the public, or for other legitimate interests of Copyt as further described below.
How We Share Your Information
We share your information with our partners, service providers, contractors, agents, and third-party vendors as Copyt and they need it to fulfill Services or orders, or for other requests you make of Copyt. We may also share your information to comply with law or for other legitimate interests.
How We Store and Secure Your Information
Copyt may store your information in any country where Copyt or its affiliates, partners, or providers operate facilities, and will retain your information as long as necessary for the purposes outlined in this Privacy Policy. Copyt takes technological and organizational measures to protect your personal information against loss, theft, and unauthorized access, use, disclosure or modification.
Accessing and Updating Your Information
You can access, get copies of, delete, change or correct your personal information, or request changes to our use of your personal information by using the contact information below.
Additional Privacy Information
Copyt’s databases are located in the United States and you consent to the transfer or your personal information from your location to the United States. The Services are not for use by children under the age of 13 years old or the lowest age permitted by applicable law. You may have additional rights under applicable law. If you have any questions about this privacy policy, please contact us via the information below.
This Privacy Policy applies when you access the Services or share information with Copyt. By using the Services, you consent to this Privacy Policy, which may be updated by us at any time. If you do not consent to this Privacy Policy for any reason, please do not use the Services or share your information with us. Please note that this Privacy Policy applies only to the Services and not to any other third-party website linked to or from it, or any third-party website in which Copyt content or functionality is embedded. We do not control the privacy policies or practices of others.
In general, we receive and collect all information you provide via the Services, including through website input fields (including advertisements), phone, email (including email campaigns), web chat, or in other such ways. This includes personal information that can identify or relates to you, including, but not limited to:
You have the choice on what information to share and the Services you want to engage. You can choose not to provide information to us, but in general some information about you is required in order for you to access certain functionality of the Services, such as those mentioned above or for tracking your preferences, subscribing to a newsletter, or initiating other such actions.
We also may periodically obtain information about you from affiliated entities, partners and other independent third-party sources and will add it to our database of information, including any information that you provide to third parties that are associated or whose products and/or services are integrated with the Services. This may include without limitation, any third party e-commerce websites that are linked to the Services. For example, we may receive information about your interaction with advertisements on third party websites, including updated postal addresses and demographic information.
We may use cookies, log files, web beacons, device identifiers, advertising identifiers and similar tracking technologies, including those from third-party service providers like Google Analytics, Google Tag Manager, HubSpot, WordPress, Typeform, and other cloud-based tools, to automatically collect your preferences, performance data, and information about your web usage when you visit the Services. For example, we may collect your IP address, device and Internet service provider information, Web browser details and the address of any referring website. This may include collecting geolocation signals from your IP address or device settings to determine your location so that we may operate and personalize the Services for you, including to provide more relevant ads and search results. We may also collect information about your online activity, such as pages viewed and interactions with other users. The Services are not designed to recognize or respond to “do not track” signals received from browsers. You can control the information collected by such tracking technologies or be alerted when cookies are sent by adjusting the settings on your Internet browser or devices, but such adjustments may affect or disable certain functionality of the Services. You can learn more about Google Analytics and your options for opting out of interest-based Google ads at https://adssettings.google.com. You can learn more about targeted ads and your ability to opt out of receiving interest-based ads at optout.aboutads.info and www.networkadvertising.org/choices.
We process your personal information with your consent or as needed to provide you the Services. We may also use your personal information to comply with legal obligations, operate our business, protect the vital interests of you, our customers, or the public, or for other legitimate interests of Copyt as described in this Privacy Policy.
More specifically, we may use your personal information to:
We may use any aggregated information (as described below) for any purpose.
We share your information with our partners, service providers, contractors, agents and third party vendors as needed to fulfill Services. Please note that our partners may contact you as necessary to obtain additional information about you, facilitate any use of the Services, or respond to a request you submit.
Third-party vendors who provide product, services or functions on our behalf may include business analytics companies, customer service vendors, communications service vendors, marketing vendors, and security vendors. We may also authorize third-party vendors to collect information on our behalf, including as necessary to operate features of the Services or provide online advertising tailored to your interests. Third-party vendors have access to and may collect personal information only as needed to perform their functions, may only use personal information consistent with this Privacy Policy and other appropriate confidentiality and security measures, and are not permitted to share or use the information for any other purpose.
Additionally, Copyt may occasionally partner with consignors, consignment sellers, or the like. We may share your data to confirm whether you have an account with the consignment partner and, if so, share additional data to fulfill our obligations pursuant to our agreement with such partner.
We also may share your information:
Other than as set out above, we will attempt to notify you when your personal information will be shared with third parties.
Personal Information You Post in Public Areas. When you post a message in a Copyt forum, chat room, message board, review, or customer feedback, the information you post may be accessible to other users of the Services and the public. If you post personal information anywhere on the Services that is accessible to other users or the public, you are advised that such personal information can be read, collected, used, or disseminated by others and could be used to send you unsolicited information or for other purposes. Accordingly, you assume full risk and responsibility for posting such information and agree that Copyt is not responsible in any way for personal information you choose to post in these public areas.
Aggregated Information. We may publish, share, distribute, or disclose personal information that has been aggregated with information from other users or otherwise de-identified data in a manner that does not third parties, including Copyt partners, sponsors, and advisers, to aggregate the data and identify it as originating from you. Such information may help Copyt identify and analyze training, demographic, and psychographic trends and information, and report to third parties how many people saw, visited, or clicked on certain content, areas of the Services, ads, or other materials. We may also use such data for research purposes and optimizing the Services’ functionality.
Personal information collected by Copyt may be stored and processed in your region, in the United States, and in any other country where Copyt or its affiliates, subsidiaries, or service providers operate facilities. Copyt will retain your information as long as necessary for the purposes outlined in this Privacy Policy and consistent with our data retention policy below.
Copyt takes technological and organizational measures to protect your personal information against loss, theft, and unauthorized access, use, disclosure or modification. For example:
We rely on HubSpot’s and AWS’ security programs to protect personal information while stored in their respective controlled facilities. For more information on AWS’ security practices and processes, please see https://aws.amazon.com/security/. For more information on Hubspot’s security practices and processes, please see https://www.hubspot.com/hubfs/security_documents/HubSpot_Security_Overview_v9.1_en.pdf?t=1509903716895.
Copyt currently uses Stripe for payment, analytics and other business services. Stripe collects identifying information about the devices that connect to each of their services. Stripe uses this information to operate and improve the services they provide to Copyt, including for fraud detection. You can learn more about Stripe and read its privacy policy at https://stripe.com/privacy. Copyt reserves the right to change payment processors at any time.
Copyt complies with applicable data protection laws, including applicable security breach notification requirements.
Data Retention
Copyt will retain your personal information for a period of time consistent with the original purpose of collection or as long as necessary to comply with our legal obligations; maintain accurate accounting, financial and other operational records; resolve disputes; and enforce our agreements.
We determine the appropriate retention period for personal information on the basis of the amount, nature, and sensitivity of the personal information being processed; the potential risk of harm from unauthorized use or disclosure of the personal information; whether we can achieve the purposes of the processing through other means; and on the basis of applicable legal requirements (such as applicable statutes of limitation).
After expiration of the applicable retention periods, your personal information will be deleted.
To the extent provided by the law of your jurisdiction, you may:
You may make these requests and any other inquiries about this Privacy Policy by emailing support@copyt.io or calling us at (800) 580-0936. Any such requests are subject to the protection of other individuals’ rights and applicable law. Additionally, to help protect your privacy and maintain security, we may take steps to verify your identity before granting you access to the information. To the extent permitted by applicable law, a charge may apply before we provide you with a copy of any of your personal information that we maintain.
Data Transfer. Our databases are currently located in the United States. Copyt makes no claim that its Services are appropriate or lawful for use or access outside the United States. If you access the Services from outside the United States, you are consenting to the transfer of your personal information from your location to the United States. You are solely responsible for complying with all local laws, rules and regulations regarding online conduct and access to the Services. By sending us your information, you further consent to its storage within the United States.
Collection of Data from Children. The Services are not directed to children, and you may not use the Services or provide any personal information to Copyt if you are under the age of 13 (or the lowest age permitted by applicable law) or if you are not old enough to consent to the processing of your personal information in your country.
California Resident Privacy Rights. California Civil Code Section 1798.83 permits our customers who are California residents to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please e-mail us or write to us at the addresses below.
Moreover, if you are a California resident, we are not required to, but have opted to provide this notice under the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (“CCPA”), to explain how we collect, use, and share your personal information, and the rights and choices we offer California residents regarding our handling of your personal information, which the CCPA currently defines as “information that identifies, relates to, or could reasonably be linked, directly or indirectly, with a particular consumer or household.”
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Category of Personal Information |
Categories of Sources from which such Personal Information is Collected |
Business of Commercial Purpose(s) for which such Personal Information is Collected, used and/or Shared |
Categories of Third Parties or Services Providers with whom we share such Personal Information |
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Identifiers: may include first and last name, postal address, telephone number, IP address, email address, and information or other similar identifiers |
· You · Service providers and third-party vendors · Copyt’s affiliated entities, partners, or other independent third-party sources |
· Account services · Security and fraud detection · Debugging · Improvement of the Services · Processing transactions facilitated through the Services · Advertising and promotional services · Legal obligations · Merger, acquisition, bankruptcy or other organizational matter · Commercial or economic interests · Verification services and functions in connection with the provision of the Services |
· Advertising networks · Internet service providers · Data analytics providers · Service providers · Third-party vendors |
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Commercial Information: may include records of products or services sold, used or purchased, or other purchasing histories or tendencies. |
· You · Service providers and third-party vendors · Copyt’s affiliated entities, partners, or other independent third-party sources · Third-party payment processors |
· Account services · Legal obligations · Advertising and marketing services · Security and fraud detection · Commercial/economic interests |
· Service providers (including third party payment providers) · Data analytics providers |
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Internet or Other Electronic Network Activity Information: may include browser type, search history and information regarding your interaction with the Services or any advertisement, information collected automatically through cookies and similar technology, device type, domain names, and access time/logs. |
· You · Third party data providers · Data analytics providers · Internet service providers · Operating systems and platforms · Service providers |
· Account services · Legal obligations · Advertising and marketing services · Security and fraud detection · Commercial/economic interests |
· Third party data providers · Data analytics providers · Internet service providers · Operating systems and platforms · Service providers |
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Geolocation Data: may include physical location or movements, or IP addresses |
· You · Data analytics providers · Internet service providers · Operating systems and platforms · Service providers |
· Account services · Legal obligations · Security and fraud detection · Commercial/economic interests · Improvement of the Services |
· Third party data providers · Data analytics providers · Internet service providers · Operating systems and platforms · Service providers |
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Inferences drawn from other personal information: may include information, data, assumptions or conclusions derived from facts, evidence or another source of information or data reflecting your preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities or aptitudes. |
· You · Third party data or service providers · Service providers |
· Account services · Security and fraud detection · Debugging · Improvement of the Services · Advertising and promotional services · Legal obligations · Audits · Commercial or economic interests · Merger, acquisition, bankruptcy or other organizational matter |
· Credit bureaus and credit reporting agencies · Advertising networks · Internet service providers · Data analytics providers · Service providers |
You can request to exercise the rights described above as set forth in the “How to Contact Us” section in this Privacy Policy. You may request to exercise these rights by yourself or via an authorized agent who meets the agency requirements of CCPA. Once you request to exercise your rights, you agree to receive communication from us seeking information from you in order to verify your identity as the consumer from whom we have collected the personal information and such other information as reasonably required to enable us to fulfill your request in our discretion. We will not fulfill any request unless you have provided sufficient information for us to reasonably verify that you are the consumer from whom we collected personal information, as well as sufficient details necessary to help us handle the request. Copyt is not currently required to comply with CCPA and may or may not honor any requests to exercise rights under the CCPA in its sole discretion.
How to Contact Us. You can call us at (800) 580-0936, e-mail us at support@copyt.io or write to us at Copyt, Inc., Attn: Privacy Dept., 808 Lady St., Suite D, Columbia, SC 29201. Depending on where you are located, you may also have a right to complain to your local data protection regulator.
