CoolTool Inc. Terms of Use
Agreement to Terms of Use; Ownership of Site
Please read this document carefully. Set forth below are the legal terms and conditions under which CoolTool Inc. (“CoolTool”, “we,” “our” or “us”) makes the internet website at https://cooltool.com (the “Site”) and the services available through the Site or otherwise provided by CoolTool (the “Services”) available to each person or entity (each a “User”) accessing or using the Site or the Services.
The Site is the property of CoolTool and our licensors. By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms, then you do not have permission to access the Service. In addition, CoolTool’s Privacy Policy explains how we treat your personal data and protect your privacy when you use our Site and Services. By using our Site and Services, you agree that CoolTool can use such data in accordance with our Privacy Policy.
CoolTool reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Your continued use of the Site following the posting of changes will mean that you accept and agree to the changes. If any modification is unacceptable to you, you shall cease using this Site and the Services. If you do not cease using this Site and the Services, you will be conclusively deemed to have accepted the change.
Each User hereby warrants that if it is a corporation or other legal entity, User is validly formed and existing under the laws of its jurisdiction and has duly authorized its agent or agents to enter into this Agreement and, if an individual, User is of the age of majority in his or her place of residence.
Content
User acknowledges and agrees that:
- all survey questions, information, data, text, software, music, sound, photographs, images, video, survey responses, messages or other materials communicated or transmitted using the Site or the Services (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated;
- User, and not CoolTool, is responsible for all Content that User uploads, posts, emails, distributes, communicates, transmits, or otherwise makes available using the Services or that is otherwise made available through the use of User’s account (if User has one), whether or not authorized by User
- by using the Site and the Services, User may be exposed to Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, libelous, vulgar, obscene, offensive, indecent, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable.
User further acknowledges and agrees that CoolTool does not control the Content originating from User, respondents to User’s survey, or other users of the Site or the Services, and does not guarantee the accuracy, integrity or quality of such Content. Notwithstanding the foregoing, CoolTool may review all Content and may block, modify, terminate access to, or remove any such Content that CoolTool determines, in its sole discretion, does not comply with any of the requirements of these Terms, but CoolTool is not obligated to do so.
CoolTool reserves the right to purge Content from its databases at any time and from time to time without notice. User acknowledges and agrees that User is solely responsible for backing up any Content uploaded to the Site by User or received by User through the use of the Services. CoolTool shall not be liable for any purging, deletion, or failure to retain any such Content.
CoolTool may disable User’s account and User’s access to use the Site and/or the Services and may recover from User any losses, damages, costs or expenses incurred by using CoolTool resulting from or arising out of User’s non-compliance with these Terms.
Registration; Your Passwords and Unauthorized Use of Your Account
In order to use the Site and/or the Services you may be required to provide information about yourself (such as identification or contact details) as part of the registration process. You agree that any registration information you give to CoolTool will be accurate, correct, and current. You agree and understand that you are responsible for maintaining the confidentiality of the password(s) you use to access the Site and the Services. Accordingly, you agree that you will be solely responsible for all activities that occur under your CoolTool accounts, and will be responsible for any breach of these Terms of Use caused by such activities. If you become aware of any unauthorized use of your password or of your account, you agree to notify CoolTool immediately.
CoolTool Fees
You agree to pay any fees for the Services you purchase or use, in accordance with the pricing and payment terms presented to you for the Services.
Some parts of the Services are billed on a subscription basis ("Subscription"). Each Subscription will have a definite expiration date that will be determined in the purchase order.
A valid payment method (credit card, PayPal, wire transfer etc.) is required to process the payment. You shall provide CoolTool with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize CoolTool Inc. to charge confirmed amount from your credit card or PayPal through our payment gateway provider.
Unless otherwise stated, you are responsible for any taxes or duties associated with the sale of the Services, including any related penalties or interest. You will pay CoolTool for the Services without any reduction for taxes.
CoolTool may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only after the expiration date of the current Subscription.
User Content
In connection with User’s use of the Site and the Services, and without limiting any of User’s other obligations under this Agreement or applicable law, User:
- shall comply with: (i) these Terms, including CoolTool’s anti-spam policy (set forth below) and all other policies as published on the Site from time to time, (ii) all applicable U.S. Federal, state, local and international laws, including the CAN-SPAM Act of 2003, and all other laws related to unsolicited commercial email messages, defamation, privacy, obscenity, intellectual property or child protective email address registries, (iii) all other rules or regulations applicable to User, including regulations promulgated by the U.S. Securities and Exchange Commission and similar regulatory authorities throughout the world, and the rules of any securities exchange, and (iv) all privacy policies or similar policies or procedures to which User may be bound that are related to User’s use of the Services
- shall not upload, post, email, distribute, communicate, transmit or otherwise make available any Content: (i) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, vulgar, obscene, offensive, indecent, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, (ii) that infringes any patent, trademark, trade secret, copyright, or other intellectual property right of any party, (iii) that User does not have the right to make available by reason of any law or contractual or fiduciary relationship (including inside information, and proprietary or confidential information obtained or disclosed in connection with an employment relationship or pursuant to a confidentiality agreement), or (iv) that comprises or includes any “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any similar form of solicitation
- shall not use the Site or the Services to send surveys, polls, or other materials to minors unless User is permitted to do so under all applicable laws, or to harm minors in any way, and shall not send surveys, polls or other materials to minors that would subject CoolTool to the Children’s Online Privacy and Protection Act
- shall not impersonate any other person or entity, including CoolTool or a CoolTool official, employee, forum leader, guide or host, or falsely state or otherwise misrepresent User’s affiliation with any other person or entity
- shall, if User uses the Services to send a survey, not mislead the recipients of that survey that User may have the ability to associate individual responses to that survey with the individual email addresses to which that survey was sent by stating that User has no such ability (unless User has requested CoolTool to disable such feature). CoolTool recommends that Users’ surveys include the following notice (or words to similar effect), if applicable: “Please be advised that your responses to this survey may not be treated as anonymous by the survey sender”
- shall not interfere with or disrupt the Site or the Services or servers or networks connected to the Site or the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site or the Services
- shall not engage in excessive usage of the Site or the Services, as determined by CoolTool in its sole discretion, including usage that adversely affects the speed, responsiveness, or functionality of the Site, or disrupts the availability of the Site and the Services for other users
- shall not attempt to damage, deny service to, hack, crack, reverse engineer, or otherwise interfere with the operation of the Site or the Services in any manner
- shall not upload, post, email, distribute, communicate, transmit or otherwise make available any viruses or similar malicious software that may damage the operation of a computer, the Site, or the Services
- shall not upload survey links to message boards or newsgroups that are not relevant to the subject matter of the survey, or that prohibit such uploading without CoolTool’s prior written consent
- shall not use the Site or the Services to collect, process, or otherwise handle, “Protected Health Information” (as defined in 45 C.F.R. § 160.103) without CoolTool’s prior written consent. User further acknowledges and agrees that CoolTool may cooperate with any governmental authority in connection with any investigation into User’s use of the Site or the Services, including use in contravention of applicable laws, and may disclose any Content, and any other information pertaining to the User or to User’s use of the Site or the Services, to such governmental authority in connection with any such investigation.
Anti-Spam Policy
CoolTool does not allow its clients to use CoolTool to send SPAM. CoolTool respects the choices of users on which emails they wish to receive. Email messages sent by CoolTool and in connection with CoolTool surveys contain an "unsubscribe" link that allows users to elect not to receive further such messages. In case of suspicion that CoolTool has been used by someone to send SPAM, users can contact us immediately at and we will investigate the matter.
Submissions
Any inquiries, feedback, suggestions or ideas you provide to CoolTool (collectively, “Submissions”) will be treated as non-proprietary and non-confidential. Subject to the terms of our Privacy Policy, by transmitting or posting any Submission, you hereby grant CoolTool a nonexclusive, royalty-free, perpetual, transferable, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, sell, assign, translate, create derivative works from, distribute, and display any Submission in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works. You also acknowledge that CoolTool may use your Submission, and any ideas, concepts or know how contained therein, for any purpose. If you make a Submission, you represent and warrant that you own or otherwise control the rights to your Submission and that such Submission does not infringe the rights of any third party. You further represent and warrant that such Submission does not constitute or contain software viruses, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false email address, impersonate any person or entity, or otherwise mislead us as to the origin of any Submission. You agree to indemnify CoolTool for all claims arising from your Submission.
Linked Websites
CoolTool does not review or monitor any websites linked to the Site and is not responsible for the content of any such linked websites. Your use of such linked websites is at your own risk. In addition, the existence of a link between the Site and another website shall not constitute the endorsement by CoolTool (or its parents, subsidiaries or affiliates) of the owner or proprietor of such linked website or of any products or services of such owner or proprietor, nor shall it constitute an endorsement by the owner or proprietor of such linked website of CoolTool, its parents, subsidiaries or affiliates.
Right to Modify the CoolTool Service
CoolTool may from time to time, in its sole discretion, change some or all of the functionality or any component of the Site and/or the Service or make any modification for any purpose including but not limited to improving the performance, service quality, error correction or to maintain the competitiveness of the Site and/or the Services.
Termination
This Agreement shall automatically become effective upon User’s first use of the Site or the Services and upon acceptance of this Agreement, and will continue until it is terminated. Customer may terminate this Agreement at any time for any reason by providing written notice to CoolTool. CoolTool reserves the right to suspend or terminate your account and use of the Site and/or Services, at any time, without notice, for any reason, at our sole discretion, including but not limited to the following:
- if any check drafts authorized under this Agreement are returned unpaid
- if you use the Site in connection with phishing attempts or schemes
- if you are involved in the sales and/or distribution of the following materials: Cable filters or Ponzi or Pyramid Schemes
- sale and/or distribution of any illegal materials
- breach of these Terms, including policies or guidelines set forth by CoolTool elsewhere
- conduct that CoolTool believes is harmful to other users of the Site and/or the Services or the business of CoolTool or other third party information providers (including slowing down the servers and affecting other users).
Upon termination of this Agreement for any reason, User shall immediately cease all use of the Site and the Services, and User acknowledges and agrees that CoolTool may, in its sole discretion, take any measures CoolTool reasonably deems necessary or desirable to prevent further use by User of the Site or Services, including by blocking User’s IP address. User further acknowledges and agrees that upon termination of this Agreement, CoolTool shall not be obliged to retain any User Content (including survey or poll results or responses) or to provide the same to User, but may elect to do so in its sole discretion.
Termination of this Agreement by CoolTool as provided for in these Terms shall not entitle User to a refund of any unearned subscription fees previously paid by User.
Sections 5, 8, 9, 10, 11, 12, 14 and 16 of these Terms of Use will survive termination, and shall continue to apply indefinitely.
WARRANTY DISCLAIMER
CUSTOMER UNDERSTANDS THAT COOLTOOL DOES NOT GUARANTEE OR PREDICT ANY TYPE OF PROFIT OR RESPONSE FROM THE COOLTOOL SITE AND/OR SERVICES. THE SITE AND ALL SERVICES ARE PROVIDED “AS IS” AND USER AGREES THAT IT USES THE SITE AND SERVICES AT ITS OWN RISK. USER ACKNOWLEDGES AND AGREES THAT COOLTOOL AND ITS SUPPLIERS MAKE NO WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF ANY KIND TO CUSTOMER UNDER THIS AGREEMENT, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT.
COOLTOOL DOES NOT REPRESENT OR WARRANT THAT:
- THE SITE AND/OR SERVICES WILL MEET CUSTOMER’S BUSINESS REQUIREMENTS
- THE SITE AND/OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM THE USE OF THE SITE AND/OR SERVICES WILL BE ACCURATE OR RELIABLE
- ALL DEFICIENCIES IN THE SITE AND/OR SERVICES CAN BE FOUND OR CORRECTED. FURTHER, THE SITE AND/OR THE SERVICES MAY BE INTERRUPTED OR UNAVAILABLE FOR THE PURPOSES OF PERFORMING MAINTENANCE OR UPGRADES.
COOLTOOL WILL NOT BE RESPONSIBLE FOR:
- SERVICE IMPAIRMENTS CAUSED BY ACTS WITHIN THE CONTROL OF YOU OR ANY OTHER USER
- INOPERABILITY OF SPECIFIC CUSTOMER APPLICATIONS OR EQUIPMENT
- INABILITY OF CUSTOMER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET
- INTERACTION WITH OTHER SERVICE PROVIDERS, NETWORKS, USERS OR INFORMATIONAL OR COMPUTING RESOURCES THROUGH THE INTERNET
- SERVICES PROVIDED BY OTHER SERVICE PROVIDERS
- PERFORMANCE IMPAIRMENTS CAUSED ELSEWHERE ON THE INTERNET.
LIMITATION OF LIABILITY
EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT WILL COOLTOOL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF COOLTOOL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
COOLTOOL SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, LOSS OR DESTRUCTION OF ANY DATA, EQUIPMENT OR THE COOLTOOL SERVICES, INCLUDING WITHOUT LIMITATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER COOLTOOL NOR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, EMPLOYEES, REPRESENTATIVES, OR LICENSORS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE (OR INABILITY TO USE) THE SITE AND/OR THE SERVICES, THE FAILURE OF PERFORMANCE OF THE SITE AND/OR THE SERVICES FOR ANY REASON, OR THE USE OF THE INFORMATION OR MATERIALS AVAILABLE FROM OR THROUGH THE SITE OR THE SERVICES.
Indemnity
You agree to defend, indemnify and hold CoolTool harmless from and against any loss, damages or costs, including reasonable attorneys’ fees and disbursements, resulting from any claim, action, or demand resulting from your use of the Services. You also agree to indemnify CoolTool for any loss, damages, or costs, including reasonable attorneys’ fees and disbursements, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on Company’s infrastructure.
Intellectual Property Rights
The Site and the Services and all information and screens appearing on this Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of CoolTool, its affiliates, or its third party licensors. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of CoolTool. CoolTool reserves all rights in the Site and the Services that are not expressly granted.
CoolTool is a trademark of CoolTool. Other trademarks, names, and logos on this Site are the property of their respective owners. Nothing in this Agreement shall be deemed to assign or transfer to User any rights to any such intellectual property. User further acknowledges and agrees that CoolTool materials and other content made available to User through the Services may be subject to the intellectual property rights of third parties.
License from CoolTool
CoolTool gives you a worldwide, non-assignable and non-exclusive license to use the Site and the Services for your personal, non-commercial use on the terms and conditions described in these Terms of Use. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Site and/or the Services as provided by CoolTool, in the manner permitted by the Terms of Use.
Governing Law and Venue; Arbitration
These Terms of Use and anything contained on the Site shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, giving no effect to its conflicts of law principles. Any dispute relating in any way to your use of the Site or the Services shall be submitted to confidential arbitration in New York, except that, to the extent you have in any manner violated or threatened to violate CoolTool’s intellectual property rights, we may seek injunctive or other appropriate relief in New York, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
Copyright Infringement
If you are the owner of any copyrighted work and believe your rights under U.S. copyright law have been infringed by any material on the Site, you may take advantage of certain provisions of the Digital Millennium Copyright Act (the “DMCA”) by sending CoolTool’s authorized agent a notification of claimed infringement that satisfies the requirements of the DMCA. Upon CoolTool’s receipt of a satisfactory notice of claimed infringement, CoolTool will respond expeditiously either directly or indirectly (i) to remove the allegedly infringing work(s) accessible through the Site or (ii) to disable access to the work(s). It is CoolTool’s policy in accordance with the DMCA and other applicable laws to reserve the right to terminate access to the Site (or any part of thereof) for any user who is either found to infringe third party copyright or other intellectual property rights, including repeat infringers, or who CoolTool, in its sole discretion, believes is infringing these rights. CoolTool may terminate access to the Site or Services at any time with or without notice for any affected User. If the affected user believes in good faith that the allegedly infringing works have been removed or blocked by mistake or misidentification, then that user may send a counter notification to CoolTool. Upon CoolTool’s receipt of a counter notification that satisfies the requirements of DMCA, CoolTool will provide a copy of the counter notification to the person who sent the original notification of claimed infringement and will follow the DMCA’s procedures with respect to a received counter notification. In all events, you expressly agree that CoolTool will not be a party to any disputes or lawsuits regarding alleged copyright infringement.
To File a Notification:
A written notification must be made. This can be done either by fax or written letter (regular mail or courier). Emails will not be accepted unless a prior arrangement has been made. The notification must:
- Identify in sufficient detail the copyrighted work that you believe has been infringed upon (i.e., describe the work that you own)
- Identify the material that you claim is infringing on your copyright, and provide information reasonably sufficient to locate such material
- Provide a reasonably sufficient method of contacting you; phone number and email address would be preferred
- Provide information, if possible, sufficient to permit us to notify the user(s) who posted the content that allegedly contains infringing material. You may also provide screenshots or other materials that are helpful to identify the works in question. (This is for identification only, not to “prove” substantive claims.)
- Include the following statement: “I have good faith belief that the use of the copyrighted materials described above and contained on the service is not authorized by the copyright owner, its agent, or by protection of law.”
- Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”
- Sign the notice.
Please note: The DMCA provides that you may be liable for damages (including costs and attorneys’ fees) if you falsely claim that an in-world item is infringing your copyrights. We recommend contacting an attorney if you are unsure whether an in-world object is protected by copyright laws.
Send the written document to the designated Copyright Agent at CoolTool:
To file a counter-notification:
- List the items that were removed by us, and the location at which the material appeared before it was removed. Please identify the materials in sufficient detail, and when possible, provide the URL
- Provide your name, address, telephone number, email address (if available)
- State that you consent to the jurisdiction of Federal District Court for the judicial district in which you reside (or San Francisco, California if your address is outside of the United States)
- State that you will accept service of process from the person who provided notification to us of the alleged infringement or an agent of such person
- State the following: “I swear, under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”
- Sign the counter-notice.
Send the written document to the designated Copyright Agent at CoolTool:
Miscellaneous
You acknowledge and agree that these Terms of Use constitute the complete and exclusive agreement between us concerning your use of the Site and the Services, and supersede and govern all prior proposals, agreements, or other communications. CoolTool may, with or without prior notice, terminate any of the rights granted by these Terms of Use. You shall comply immediately with any termination or other notice, including, as applicable, by ceasing all use of the Site. Nothing contained in these Terms shall be construed as creating any agency, partnership, or other form of joint enterprise between us. CoolTool’s failure to require your performance of any provision hereof shall not affect our full right to require such performance at any time thereafter, nor shall CoolTool’s waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of these Terms shall be unenforceable or invalid under any applicable law or be so held by any applicable court decision, such unenforceability or invalidity shall not render these Terms unenforceable or invalid as a whole. CoolTool will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision.