Thank you for visiting COOLS.com. Our company name is THE COOLS INC, which is a C corporation established in the State of Delaware under company number 4713032 (incorporation date is 2009/07/23). Our registered place of business is located 132 Bowery, Fl 2 New York NY10013. Our registered agent is Corporation Service Company, 2711 Centerville Rd, Suite 400, Wilmington, DE 19808. Our federal employer ID Number is 451550422. References throughout these Rules to “we”, “us”, “our”, and “COOLS” mean THE COOLS INC.
Cools’ Rules apply every time you visit or use: (i) any of COOLS’ websites (including, without limitation, COOLS.com); (ii) any other mobile applications or platforms owned, run or provided by COOLS; and (iii) all services provided by COOLS via any of the foregoing ((i), (ii) and (iii) together, the “Cools’ Tools”).
The term “Cools’ Tools” also includes “Cools Content”, which term refers to: (i) all of COOLS’ own content and applications; (ii) any third party content or links to third party content, appearing on a COOLS website, application or platform, such as websites, pages, internet blogs, articles, news, editorials, advertisements, features, posts, social media or any other form of e-content (including, without limitation, any lists, data, facts, opinions, reviews, information, images, whether in text, graphic or photographic form contained therein); as well as (iii) any comments, reviews, links, user-compiled product lists, and (iv) any other materials uploaded, downloaded or otherwise appearing on, or linked to any of the foregoing and any other applications provided by COOLS in connection therewith.
We welcome you to access and make use of Cools’ Tools, subject at all times to your acceptance of and agreement to comply with Cools’ Rules. If you access or use Cools’ Tools, you agree to be bound by Cools’ Rules.
GENERAL TERMS AND CONDITIONS
You must be 13 years of age or older to use Cools’ Tools. To the best of COOLS’ knowledge, we do not advertise, offer, promote or provide a platform for the purchase of any merchandise by children. If you do not have legal capacity to enter into a binding contract, you may not make any purchases using Cools’ Tools, but if you are at least 13, and a parent or guardian supervises and consents, you may make purchases, provided that: (a) you are capable of understanding and complying with Cools’ Rules) and (b) you are not a person to whom access to Cools’ Tools is prohibited pursuant to applicable laws of the United States, the United Kingdom or any other relevant jurisdiction.
If you act as an agent or representative of another individual or entity, such as a company or corporation, a partnership, association or other form of legal organisation or body (each, a “Person”), you may register or open an account with COOLS on behalf of that Person, in which case, the terms “you” and “yours” as used throughout Cools’ Rules includes both you and that Person. By doing so, you shall be deemed to: (i) represent and warrant to COOLS that you have the requisite authority to bind that Person to Cools’ Rules and (ii) accept and agree to comply with Cools’ Rules on the Person’s behalf.
Subject to the provisions of Cools’ Rules, COOLS grants each user of Cools’ Tools a personal, non-exclusive, global, royalty-free license to use Cools’ Tools and (subject to any further or other terms and conditions as reflected in any revised version of Cools’ Rules and as notified at the time of any such updates, any updates or additions to Cools’ Tools as and when they become available (the “User License”). The User License is granted solely to enable users to access, use and benefit from Cools’ Tools in accordance with Cools’ Rules. The User License may not be assigned, transferred, or sub-licensed and may be revoked by COOLS at any time without notice or cause.
The rights in relation to Cools’ Tools described above are licensed to users of Cools’ Tools, not sold. In particular, the software in Cools’ Tools is and shall at all times remain the exclusive property of COOLS and other than as expressly permitted under Cools’ Rules or applicable law, the software in Cools’ Tools may not be (i) copied, reproduced, shared, distributed or republished; (ii) disassembled, decompiled or reverse engineered; (iii) adapted, altered, edited, re-positioned or rebranded; (iv) lent, hired, rented, or sub-licensed; or (v) used as a basis for any derivative work.
Your use of Cools’ Tools must at all times be in accordance with Cools’ Rules and the applicable laws, regulations and public policies of all relevant jurisdictions, whether local, state, national or international.
You accept sole responsibility for your own use of Cools’ Tools, for any content you post, upload, display or submit to or through Cools’ Tools, and for any consequences arising therefrom.
When you upload, submit, post, or display any content on Cools’ Tools, you should first consider whether you are comfortable with that content being shared publicly, as that content will be accessible by other users on Cools’ Tools and via third party platforms.
COOLS is constantly evolving and Cools’ Tools evolve along with us. There may be changes to Cools’ Tools that won’t be notified to users in advance, including changes or additions to the range and type of services provided or to Cools’ Rules. COOLS may also choose to suspend or terminate any Cools’ Tools or features of Cools’ Tools, in whole or in part, to some or all users at any time without prior notice. You agree that COOLS will not be liable for any restrictions regarding use of Cools’ Tools, which we reserve the right to impose at any time we may determine in our absolute discretion, including the right to set storage limits, without prior notification to you.
Advertising may be featured on Cools’ Tools in various forms and targeting specific audiences based upon the related or adjacent content or other information or data derived from or provided by users. COOLS may determine to increase or decrease the amount and/or vary the nature of advertising featured on Cools’ Tools from time to time. By using and accessing Cools’ Tools, and in exchange for COOLS granting you permission to do so, you are deemed to acknowledge and agree that various forms of advertising may be placed by COOLS, its partners or third parties at their discretion with, next to, or in conjunction with any other content or information featured on Cools’ Tools, including any user-provided content or information.
2. Access and Use of Cools’ Tools
Cools’ Tools are made available to users at COOLS’ sole discretion and on an “as is” and “as available” basis. COOLS makes no representation that its services are fit for any purpose or requirements or that Cools’ Tools will operate uninterrupted, securely and without defects or errors. COOLS will not be liable for any loss suffered due to any failure to store, save or transmit any content, information or communication, or for the deletion of any content, information or communication on Cools’ Tools.
No warranty, express or implied, is created by any statement, advice, or communication from COOLS, in whatever form, which warranty is not expressly contained in Cools’ Rules. COOLS expressly does NOT make any warranty and disclaims any liability with respect to the performance, availability, quality or security of Cools’ Tools or any content appearing on or made available through Cools’ Tools.
COOLS expressly disclaims any obligation to ensure that Cools’ Tools and any content appearing on or made available through Cools’ Tools is truthful, timely, accurate, complete, suitable, functional, compatible, reliable or lawful. No warranty, express or implied, is made as to the truth, timeliness, accuracy, completeness, suitability, functionality, compatibility, reliability or lawfulness of Cools’ Tools or of any such content, nor will any liability for any failure of Cools’ Tools or any such content to be true, timely, accurate, complete, suitable, functional, compatible, reliable or lawful, accepted by COOLS.
COOLS reserves the right to limit or suspend access to Cools’ Tools or to modify or cease to offer Cools’ Tools in whole or in part at any time without prior notice. COOLS will not be liable for any temporary or permanent failure, in whole or in part, to provide Cools’ Tools at any time.
COOLS is not responsible for ensuring that you have all the necessary arrangements (such as internet access and mobile coverage) in place to enable you to use Cools’ Tools. It is your responsibility to ensure the awareness of and compliance with Cools’ Rules by any Person using your internet connection to access Cools’ Tools. Likewise, COOLS will not be liable for any service interruption, unavailability or inability to access Cools’ Tools at any time, however caused (including due to any planned or unplanned network or mobile outages, downtime, or site maintenance (scheduled or unscheduled)).
TO THE MAXIMUM EXTENT PERMITTED, COOLS DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES, EXPRESS OR IMPLIED, UNDER ALL APPLICABLE LAWS (THIS DOES NOT EXCLUDE COOLS’ LIABILITY FOR ANY FRAUDULENT MISREPRESENTATION).
3. COOLS Profiles
4. Rules Regarding Content On Cools’ Tools
You are solely responsible for any content posted by you on Cools’ Tools, including any comments or reviews, and for the compliance of such content with Cools’ Rules and the applicable laws of any jurisdiction. Your responsibility extends to any consequences arising from the use of such content by you, other users, or any third party partners of COOLS, or from the failure of such content to comply with Cools’ Rules or any such applicable laws. COOLS accepts no responsibility or liability for COOLS’ use of your content in accordance with these Rules.
COOLS does not undertake to review content posted by users on Cools’ Tools to verify that it complies with Cools’ Rules or applicable laws, but COOLS may choose to do so from time to time at our discretion. If any content is determined by COOLS, or notified to us by a third party, to be in violation of Cools’ Rules or applicable laws, COOLS may remove it without prior notice. COOLS will not be responsible for any reliance upon or use of any content posted on or via Cools’ Tools or the consequences of its removal.
COOLS is also not responsible for verifying content and COOLS makes no representations whatsoever regarding the truth of any information or statements included in any content (in whatever form) posted by third parties on Cools’ Tools, nor does COOLS represent that any content posted by third parties is complete, accurate, current or reliable. Any opinions reflected in content posted by third parties on Cools’ Tools are the opinions of such third parties alone and are not in any way endorsed by, nor do they represent the opinions of COOLS.
You understand that by using Cools’ Tools, you may be exposed to content that is inaccurate, that you find inappropriate or offensive or that is in fact harmful, misleading or deceptive. COOLS will not be held responsible under any circumstances for any loss, claim, expense, damage or liability incurred by you arising out of your receipt, use of or exposure to content found on or transmitted to you directly or indirectly via Cools’ Tools, whether resulting from the nature of such content, its inaccuracy or incompleteness, or otherwise.
COOLS reserves the right to store a backup copy of any content removed from Cools’ Tools or after you terminate or deactivate your account, for such a period of time as required for archiving or audit purposes. Content that is posted on Cools’ Tools may be continually saved, used, shared, copied, modified or used to produce other content for an indefinite period of time without consent, including after such original content has been removed from Cools’ Tools, if such content has been saved, reproduced or shared by other users.
5. Intellectual Property Rights in Relation to Content on Cools’ Tools
Although you will continue to have all relevant intellectual property rights (including, without limitation, copyright) to any content you post, upload, submit, display or otherwise communicate on or via Cools’ Tools, you will be deemed to grant to COOLS a non-exclusive, unlimited, perpetual and worldwide license to such content (the “Cools License”). The Cools License is irrevocable and free of any royalties or other fees. COOLS will also have the right to sublicense your content. COOLS and any sublicensee of COOLS will therefore be entitled, without limitation, to display, use, perform, copy, amend and distribute your content free of charge, anywhere, in any manner, through any medium or platform (now or hereafter existing) and for any purpose (including commercial purposes), including the production of derivative works based on such content.
The COOLS License extends to any comments, questions, suggestions, complaints or other feedback provided by users on or in relation to COOLS or Cools’ Tools. You acknowledge and agree that any provision of such feedback by you is completely voluntary and you are deemed to authorise COOLS to use any such feedback in the same way and on the same basis as any other content you provide, without notice or obligation.
Under the COOLS License, you acknowledge and agree that COOLS may partner with third parties for the purpose of syndicating, broadcasting, distributing or publishing your content in any form and on any platform or means of communication and neither COOLS or such third parties will be liable to account to you for any profit derived from such activity.
Importantly, you acknowledge and agree that any content you post to Cools.com or on or through any other Cools’ Tools may be used, copied, shared or further distributed by COOLS and any third party partners of COOLS. You should be certain that you have the legal right to use, share and submit such content under circumstances permitting its further use as described above, as you may be held liable for its unauthorised use. You are deemed to represent and warrant that you have the requisite legal right, power and authority in relation to any content submitted by you on or through Cools.com or any other Cools’ Tools to grant the license described above and the rights granted under such licence to such content. Unless otherwise provided in Cools’ Rules, you must use only the COOLS API to use Cools’ Tools and for any reproduction, distribution, sharing, modification, public performance or display, sale, transfer, creation of derivative works from, transmission or other use of any content on Cools’ Tools.
You will not be entitled to compensation for any use of your content as described above and you will be deemed to waive any and all claims to payment for such use, whether from COOLS or any third parties who may partner with COOLS in connection with such use. You will also be deemed, to the fullest extent possible under applicable laws, to have waived any and all moral rights (or equivalent or similar rights, howsoever called, in all relevant jurisdictions) in such content.
Any content you post on Cools’ Tools may be modified or adapted by COOLS or third parties partnering with COOLS as we or they see fit for the purpose of sharing, displaying or distributing such content. Such content may be transmitted or communicated via any means or medium and COOLS or its partners may need to make
conforming or other changes to such content in order to adapt it to the technical or other requirements or specifications of such media or means of distribution.
6. COOLS’ Rights in Relation to Content
In this section:
“Intellectual Property Rights” means: all intellectual property rights, including, without limitation, all copyright and trademark rights.
“Cools’ Content” means: Cools’ Tools and all content on Cools’ Tools from time to time and at any time, including, without limitation, any and all logos, photographs, images, icons, graphics, trade marks, domain names, audio content, video content, music, text, links, articles and other editorials, data, lists or compilations of data, notices, news, information, maps, illustrations, drawings or other artwork, and any other materials, except any of the foregoing provided by users of Cools’ Tools. The term “Cools Content” shall also include the overall appearance or “look and feel” of Cools’ Tools, the selection, layout, font, colour selection, size, design, orientation, animation or other effects of Cools’ Content, as well as all underlying code, software and algorithms.
“Cools Proprietary Marks” means (i) the COOLS name, (ii) any of COOLS’ trade marks, logos, or domain names and (iii) any other characteristics or features distinctive of the COOLS brand.
Cools’ Content is the exclusive property of COOLS and its licensors and all of COOLS’ rights, title and interest in, to and under Cools’ Content are strictly reserved. This includes all Intellectual Property Rights in relation to Cools’ Content, which rights are protected by intellectual property laws and treaties (relating to trade marks, copyright and other rights) in various jurisdictions throughout the world. COOLS may license part or all of Cools’ Content to third parties from time to time.
COOLS is a registered trademark of THE COOLS INC. THE COOLS INC owns the COOLS trademark and the COOLS logo and neither may be used without COOLS’ prior written consent.
Cools’ Rules do not in any way constitute an authorisation for you to use any of the Cools’ Content or the Cools Proprietary Marks in any manner or for any purpose, except as follows:
(i) extracts from pages on Cools’ Tools may be downloaded for personal reference only;
(ii) single copies of pages on Cools’ Tools may be printed for personal reference only;
(iii) material posted on Cools’ Tools may be brought to the attention of colleagues within the same user organisation,
provided that, in each case:
(i) no paper or electronic copies of pages or extracts printed or downloaded from Cools’ Tools shall be modified in any way;
(ii) no visual or artistic content such as graphics, images, photographs, illustrations, audio or video clips shall be used separately from its accompanying text;
(iii) no part of any content shall be copied or downloaded for the purpose of being included or compiled in any directory, database, file, guide or other form of collection or compilation without COOLS’ express prior consent in writing.
If COOLS becomes aware of any unauthorised downloading or copying of content from Cools’ Tools, any copies of such content must, at COOLS’ request, be destroyed or returned to COOLS and any user having copied or downloaded such content in violation of Cools’ Rules will immediately cease to have any right to use Cools’ Tools.
7. Restrictions On Content And Use Of Cools’ Tools
We want Cools’ Tools to be safe and enjoyable for everyone.
By accessing Cools’ Tools you are deemed to agree not to use Cools’ Tools in any way or for any purpose: (i) prohibited by or in breach of Cools’ Rules or the applicable laws (statutory, regulatory or otherwise) of any jurisdiction; or (ii) contrary to any court order or judgment in any jurisdiction.
Cools’ Tools are for the personal use of users only and must not be used as a means to distribute any advertising or publicity or for any other commercial purpose. Likewise, Cools’ Tools are not to be used for any political or religious purpose, including the promotion of any political cause, candidate or group, or of any religion, cult, sect or organisation.
You agree to ensure that your use of Cools Tools does not in any way infringe upon the intellectual property (including, without limitation, trademark or copyright) rights or any other legal, contractual or privacy rights of COOLS or of any third party, individual or corporate.
You agree not to use Cools’ Tools as a means to disseminate material or content which: (i) is misleading, defamatory, false or illicit; (ii) is designed to defraud or deceive; (iii) inflammatory or prejudicial; (iv) aims or tends to incite or encourage hatred, discrimination, racism or bigotry; or (v) aims or tends to promote or encourage unlawful activity or the commission of unlawful activity, criminal acts or any other activity that may cause damage to any property or physical or psychological harm to any person. You also agree not to use Cools’ Tools as a platform or means to provide or obtain illegal services.
You agree not to post any content on or via Cools’ Tools which has the effect, even if unintentional, of harassing, annoying, threatening, bullying, embarrassing or intimidating other users or which is by its nature abusive, offensive, obscene, pornographic or otherwise inappropriate.
You agree not to post any photographs or images of others on or through Cools’ Tools without their consent or, in the case of a minor, the consent of his or her parent or guardian, or to repost, copy or otherwise share the content of another user, whether original or amended, without their permission. You further agree not to use Cools’ Tools to stalk or spy on anyone or to gather information about anyone without their consent.
We want to keep Cools’ Tools running safely and smoothly for everyone. COOLS makes every effort to ensure and safeguard the security of Cools’ Tools and the content and information on Cools’ Tools and our users’ accounts. However, COOLS is not able to guarantee that breaches of our security systems, including unauthorised access to user accounts or profiles on Cools’ Tools will not occur, and COOLS will not be responsible for any such breaches, unauthorised access or use. You acknowledge this and agree to make use of Cools’ Tools at your own risk. If you become aware of any suspicious or unauthorized use of your profile or account, or any other breach or compromise of security, in relation to your account or otherwise, you should notify COOLS as soon as possible.
In furtherance of our efforts to keep Cools’ Tools safe, secure and running smoothly, by using Cools’ Tools, you agree not to do anything to interrupt, harm or abuse Cools’ Tools’ operations or security systems, including, without limitation:
(i) hacking into or otherwise illegitimately accessing, tampering with or damaging Cools’ Tools, any private or restricted areas of Cools’ Tools, our systems,servers, software, databases, computers or other equipment or those of other users of Cools’ Tools or of any third parties partnering with COOLS, or attempting any of the foregoing;
(ii) bypassing or attempting in any way to bypass or breach any security measures on Cools’ Tools or testing or probing any of COOLS’ systems to determine their vulnerability to breach;
(iii) hacking into or otherwise accessing or attempting to access any accounts, profiles or data (including but not limited to any login passwords, usernames or other authentication information) of other users of Cools’ Tools;
(iv) making use of Cools’ Tools or any content on Cools’ Tools for any unauthorised purpose, commercial or otherwise, including by scraping, spidering or crawling such content in order to phish, spam or troll any users or third parties;
(v) introducing any software (such as malware, viruses, cancelbots, time-bombs, worms, Trojan horses, denial of service attacks or any other software or programs) that are intended to or could potentially be damaging to or interfere with the functioning of Cools’ Tools;;
(vi) interfering with, or preventing or disrupting access to Cools’ Tools by other users, hosts or networks, including, without limitation, making any attempt to infect Cools’ Tools with a virus, or to overload, flood, spam or mail-bomb Cools’ Tools, or by scripting the creation of any content; and/or
(vii) using Cools’ Tools in any way to send false source-identified, altered or deceptive content or information to anyone or for use in any post, message, e-mail or other communication, including by forging TCP/IP packet headers, header information or any part thereof.
If you notice any of the above activity on Cools’ Tools, please notify us. If COOLS reasonably believes that, or suspects and wishes to investigate further in order to determine whether, that any activity or content on Cools’ Tools breaches Cools’ Rules or applicable laws, or COOLS is required to do so in order to comply with any regulatory requirements or requests from governmental authorities, judicial proceedings or court orders, COOLS reserves the right (but does not positively undertake) to (i) access, review, save, share, report or disclose any account or information; (ii) delete or block any further distribution of such content and/or terminate or reclaim the username(s) of any related account(s).
COOLS may also do any of the foregoing if it considers such actions necessary or prudent in order to ensure the safety and security or otherwise protect the rights or property of COOLS, its users or the public, to address any user complaints or requests, to provide support to users, to address any technical issues or breaches or potential breaches of security or to protect against, detect, investigate or address any fraudulent activity on Cools’ Tools.
Notwithstanding the above, COOLS accepts no responsibility to protect users or their computer systems from any virus, security breach, data breach or loss or any other harm and COOLS will not be liable for any such harm to users resulting from their access to or use of Cools’ Tools or any content made available on or through Cools’ Tools, which access or use is entirely at the user’s own risk. COOLS makes no representation or warranty regarding the freedom of Cools’ Tools from contamination by any viruses or other destructive programs and COOLS will not be held liable for any damage caused to users’ computers, mobile devices, software or networks resulting from access to or use of Cools’ Tools, which is entirely at the user’s own discretion and risk. In particular, Cools accepts no liability for any loss suffered or damage caused by technologically harmful material such as viruses or denial-of-service attacks to which users or their technological equipment, servers, programs, data, information, files or other property is/are or become(s) exposed through any user’s access to or use of Cools’ Tools or any content appearing on or accessed through or downloaded from Cools’ Tools or any partner sites.
COOLS will not accept any responsibility or be liable for any failure or delay in complying with COOLS’ obligations under Cools’ Rules, if such failure or delay is due to any circumstances outside COOLS’ reasonable ability to control.
8. Your Liability and Limitation Of COOLS’ Liability
THIS SECTION OF COOLS’ RULES CONTAINS KEY TERMS AND YOU ARE ADVISED TO REVIEW IT THOROUGHLY AND CAREFULLY.
In this section:
The term “COOLS” includes the directors, officers, employees, shareholders, incorporators, agents, partners, affiliates and licensors of COOLS from time to time.
The term “Loss” means any loss, liability, damage (actual or consequential), claim or expense of any nature or kind, including, without limitation, (i) loss of any bargain or opportunity, contract, revenue, income, sales, commissions, profits, discounts, savings or rebates; (ii) damage to reputation or loss of goodwill; (iii) loss, corruption or damage to data or information; (iv) wasted expenditure of management or employee time or use of equipment, supplies or materials.
COOLS DISCLAIMS, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ANY AND ALL LIABILITY FOR ANY LOSS SUFFERED BY ANY USER OF COOLS’ TOOLS OR ANY THIRD PARTY ARISING DIRECTLY OR INDIRECTLY OUT OF, IN RELATION TO OR IN CONNECTION WITH: THE ACCESS OR USE BY ANY PARTY OF COOLS’ TOOLS OR ANY CONTENT OR INFORMATION APPEARING ON OR ACCESSED THROUGH COOLS’ TOOLS OR ANY DELAY IN OR INABILITY OF ANY PARTY TO ACCESS OR USE COOLS’ TOOLS; ANY CONDUCT OR CONTENT (INCLUDING ANY PRODUCT OR SERVICE) OF OTHER USERS OF COOLS’ TOOLS, COOLS’ PARTNERS OR OF ANY THIRD PARTIES (OR THE USE THEREOF), INCLUDING, WITHOUT LIMITATION, ANY SUCH CONDUCT OR CONTENT WHICH IS PROHIBITED BY COOLS’ RULES OR APPLICABLE LAW, OR WHICH IS OFFENSIVE, DEFAMATORY, HARMFUL, ILLEGAL OR OTHERWISE BREACHES THE RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS, OF ANY PERSON; THE FAILURE OF ANY OF COOLS’ PARTNERS TO SATISFACTORILY FULFILL OR DELIVER ANY ORDERS MADE ON OR THROUGH COOLS’ TOOLS OR TO PROCESS ANY PRODUCT EXCHANGES, REFUNDS OR RETURNS; ANY UNAUTHORISED ACCESS TO OR USE OF ANY USER’S ACCOUNT, INFORMATION, COMMUNICATIONS OR CONTENT.
BY USING COOLS’ TOOLS YOU EXPRESSLY WAIVE AND AGREE NOT TO BRING ANY CLAIM FOR SUCH LOSSES, WHETHER BASED IN CONTRACT OR TORT (BASED ON NEGLIGENCE, MISREPRESENTATION OR OTHERWISE) OR BASED ON ANY ALLEGED BREACH OF WARRANTY.
COOLS EXPRESSLY DISCLAIMS AND WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF COOLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OCCURRING.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, COOLS IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE TO YOU FOR ANY LOSS, DAMAGE OR CLAIM WHICH HAS ARISEN OUT OF OR IN RELATION TO YOUR ACCESS TO OR USE OF COOLS’ TOOLS, WHETHER SUCH CLAIM IS CONTRACTUAL, TORTIOUS (INCLUDING NEGLIGENCE), BASED ON STRICT LIABILITY IMPOSED UNDER ANY STATUTE OR ON ANY OTHER BASIS OR GROUNDS, COOLS’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY AND ALL SUCH LOSSES, DAMAGES OR CLAIMS SHALL BE LIMITED TO £100 (OR ITS EQUIVALENT IN ANY OTHER CURRENCY) IN TOTAL.
YOUR STATUTORY CONSUMER RIGHTS ARE NOT AFFECTED BY THESE RULES. THESE RULES ALSO DO NOT LIMIT OR EXCLUDE ANY POTENTIAL LIABILITY OF COOLS WHICH CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAWS, SUCH AS LIABILITY FOR PERSONAL INJURY OR DEATH TO THE EXTENT DETERMINED BY A COURT OF COMPETENT JURISDICTION TO HAVE BEEN CAUSED BY COOLS’ NEGLIGENCE OR FRAUDULENT MISREPRESENTATION.
You may have other rights if you are based in a jurisdiction which does not permit all of the above exclusions or limitations, such that certain of these exclusions and/or limitations do not apply.
By using Cools’ Tools, you agree to be responsible and to accept all liability for any content posted, uploaded, shared, linked or otherwise added to Cools’ Tools. Cools’ will not be responsible for your content or for your activity on Cools’ Tools, and you agree not to hold Cools responsible for any content, behaviour or communication by other users of Cools’ Tools, including any dispute that you may have with another user. You agree to release Cools from liability for any Losses arising in any way, directly or indirectly, out of, in relation to or in connection with any such disputes.
AS A CONDITION OF YOUR ACCESS TO AND USE OF COOLS’ TOOLS, YOU AGREE, ON DEMAND, TO FULLY INDEMNIFY AND HOLD COOLS HARMLESS FROM AND AGAINST ANY AND ALL LOSSES (INCLUDING ANY LEGAL EXPENSES INCURRED IN INVESTIGATING, DEFENDING OR DISPUTING ANY CLAIM OR LEGAL PROCEEDING, ON A FULL INDEMNITY BASIS, AS SUCH EXPENSES ARE INCURRED) SUFFERED OR INCURRED BY COOLS, TO THE EXTENT THAT ANY SUCH LOSSES ARISE DIRECTLY OR INDIRECTLY OUT OF, IN RELATION TO, OR IN CONNECTION WITH YOUR USE OF COOLS’ TOOLS, ANY CONTENT APPEARING ON OR ACCESSED THROUGH COOLS’ TOOLS, OR ANY BREACH BY YOU OF COOLS’ RULES OR OF APPLICABLE LAWS OR REGULATIONS IN ANY JURISDICTION.
If, at any time, COOLS becomes aware, or has reasonable grounds to suspect, that:
(i) there has been any unauthorised or fraudulent use of Cools’ Tools or of any profile or account;
(ii) any user has failed to comply with Cools’ Rules or applicable laws; or
(iii) there has been a breach of Cools’ security or of Cools’ intellectual property or privacy rights by any user or third party,
or for any other reason, at any time, Cools may, without notice or warning and in our absolute discretion, withdraw, terminate, suspend or restrict or modify users’ ability to access Cools’ Tools or any part thereof, on a temporary or permanent basis.
Any and all terms, conditions or warranties, express or implied, of any kind, which would or might, but for the following, be imposed or implied under any applicable law, statute or regulation, at common law or in equity in respect of the foregoing actions being taken are, to the fullest extent permitted under applicable laws, expressly excluded, such that COOLS will not be held liable to you on any basis in respect of any such withdrawal, termination, suspension, restriction or modification.
All rights and licenses granted to you in relation to Cools’ Tools shall immediately cease and be of no further effect upon termination of Cools’ Rules for any reason whatsoever.
10. Buying Products Through COOLS.com or any other Cools Tools
Purchasing merchandise through COOLS.com
COOLS has partnered with a large number of third party retailers and brands (together, “Cools Retailers” and each, a “Cools Retailer”) to give you access to a broad, high quality selection of fashion merchandise on Cools.com and other Cools Tools.
COOLS does not currently offer items for sale directly on COOLS.com or collect payment for any purchases made by Cools.com users from Cools Retailers. When you click to view an item featured on COOLS.com, the link will take you to the website of the Cools Retailer selling that item, where, if you so choose, you can make your purchase.
Cools Retailers will require additional information from you in order to make purchases on their sites, such as your method of payment, contact information and address(es) for billing and delivery. You can use any card accepted by the relevant Cools Retailer to make payment for your purchase.
COOLS does not accept responsibility for personal information (including payment information) provided by you to third parties, including Cools Retailers. Our Privacy Rules and Cookie Rules only apply to information provided to COOLS via Cools’ Tools and COOLS’ responsibility is limited to treating that information in accordance with those rules.
Cools Retailers will collect, process, use and store any personal information (including billing and payment information) you provide to them pursuant to their own terms and conditions and privacy policies. You will be asked to review and agree to the terms and conditions of any Cools Retailer websites prior to making any purchases and you should do so carefully. COOLS has no control over, and accepts no responsibility whatsoever for, the terms and conditions or the privacy, cookie or other policies of Cools Retailers or any other aspect of Cools Retailers’ business, operations or practices. Nor will COOLS be liable for any losses suffered by users due to any unauthorised third party access to or use of personal information or other data provided to Cools Retailers through Cools’ Tools in connection with the placement of orders or any other use of Cools’ Tools.
You must look only to Cools Retailers with respect to any issues arising out of your use of their websites, including in connection with the processing of any orders you make, payments, deliveries, refunds, exchanges, returns or any other matters, for which COOLS will not be responsible. If you have any queries, issues or complaints in connection with your purchases on a Cools Retailer’s website, you must contact the Cools Retailer directly. COOLS accepts no responsibility for the satisfactory fulfillment or any other aspect of transactions on Cools Retailer websites accessed through COOLS.com and COOLS will not be liable for such transactions.
11. Payments on COOLS Retailer Websites
COOLS is not responsible, and has no liability, for transactions which are made on our COOLS Partner websites.
a) COOLS Promotions terms and conditions (“COOLS Promotion Rules”)
COOLS Promotion Rules apply to all COOLS promotions. Each COOLS promotion will also have specific terms and conditions. The specific terms and conditions for current COOLS promotions will be displayed in this section and/or in any communication you may receive informing you of the promotion (usually email). If there is a conflict between these COOLS Promotion Rules and the specific promotion terms, the specific promotion terms will prevail.
The Rules displayed on the COOLS sites shall apply to all COOLS promotions.
COOLS promotions are an arrangement between you and COOLS, and not between you and the Retailer Partner. As such, any discount will not be reflected in communications you may receive from the Retailer Partner regarding the order. COOLS promotional codes have no cash value, cannot be transferred, forwarded or reassigned and cannot be redeemed for cash. COOLS promotional codes cannot be used in conjunction with any other offer.
COOLS promotions are not valid for purchases made from Macy’s or Bloomingdale’s.
COOLS reserves the right to suspend, change or cancel any promotion, at any time, at our discretion. COOLS may update these COOLS Promotion Rules from time to time and reserves the right to add to them as and where necessary. You should review these COOLS Promotion Rules periodically for changes.
b) Cools Rules regarding Cools Retailer Promotions (“Cools Retailer Promotion Rules”)
Cools Retailers occasionally hold special offers or contests (“Retailer Promotions”), which COOLS may also make available to users of Cools’ Tools, including by providing related promotional codes. The specific terms and conditions applicable to any Retailer Promotions should be set out on the relevant Cools Retailer’s website. If you are using Cools’ Tools and you wish to participate in any Retailer Promotion, you are advised to read those terms and conditions carefully. You will be deemed to have done so and to have understood and agreed to be bound by the terms and conditions of any Retailer Promotion in which you participate or for which you use the relevant promotional code.
If COOLS has identified any Retailer Promotion on Cools’ Tools as being a ‘limited time offer’ or ‘ending soon’, it means that the applicable Retailer Promotion will expire in 6 days or less. Cools Retailers will provide any expiry information and COOLS will endeavour to ensure that such information is correct and current, however, to be certain, you must consult and rely solely upon the relevant Cools Retailer’s website for the applicable terms and conditions and complete details on any specific Retailer Promotion.
If you are using a promotional code obtained on Cools’ Tools to make a purchase on a Cools Retailer’s website, the code must be correctly entered at checkout in order for any discount to be applied.
13. No Waiver
No delay or failure by COOLS to exercise or enforce any provision of Cools’ Rules or any right arising hereunder, in whole or in part, shall be deemed a waiver of such provision or of such right, nor shall any express waiver of any right or provision from time to time preclude COOLS from exercising or enforcing such right or provision at a later time. The failure of COOLS to enforce any right or provision of these Rules will not be deemed a waiver of such right or provision. In the event that any provision of these Rules is held to be invalid or unenforceable, the remaining provisions of these Rules will remain in full force and effect.
Should any provision of Cools’ Rules be held invalid or unenforceable by any court or other competent authority in any jurisdiction, such invalidity will not affect the validity or effectiveness of the remaining provisions or of Cools’ Rules as a whole in such jurisdiction, which provisions shall remain fully operative, nor the validity or effectiveness of such provision – or of Cools’ Rules as a whole – in any other jurisdiction.
In such event, the invalid or unenforceable provision shall, to the extent possible, be interpreted so as to most closely reflect the objective of such provision without rendering it unenforceable, or if that is not possible, severed and replaced with another provision which achieves the parties’ objectives as much as possible within the limits of applicable laws or jurisprudence.
15. Governing Law
Cools’ Rules and all matters arising directly and indirectly herefrom are governed in all respects by the laws of the State of New York. The Company irrevocably submits to the personal jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of COOLS’ Rules.
16. Entire Agreement
Cools’ Rules constitute the sole and entire agreement between COOLS and users of Cools’ Tools governing the subject matter hereof (with the exception of any separate agreements in place between COOLS and specific users of Cools’ Tools in relation to specific services which are expressed as being supplemental to or in substitution for Cools’ Rules). Cools’ Rules supersede any prior discussions or arrangements between COOLS and any users of Cools’ Tools. By using Cools’ Tools, you are deemed to acknowledge that no representation, warranty or undertaking, express or implied, (other than any representation, warranty or undertaking expressly made herein) has been made to you by COOLS upon which you have relied in accepting and agreeing to abide by Cools’ Rules.
17. No Third Party Beneficiaries
No third party shall have any right or benefit under Cools’ Rules, other than any direct or indirect subsidiary or affiliate of COOLS or any director, officer, shareholder, employee or agent of such subsidiary or affiliate. ;
18. Dispute Resolution
The courts of England shall have exclusive jurisdiction in relation to any legal proceedings disputes or claims (including non-contractual disputes or claims) arising out of, in relation to or in connection with Cools’ Rules, their subject matter or their formation, including any such claims arising out of, in relation to or in connection with the use of Cools’ Tools.
By using Cools’ Tools you will be deemed to submit to the exclusive jurisdiction of the English courts and waive any objection to jurisdiction on the basis of a lack of jurisdiction or inconvenient forum.
19. No Assignment
The Cools License is granted to each user personally, and the rights and obligations arising thereunder and under Cools’ Rules may not be assigned, transferred, licensed, or sub-licensed by users to any third parties.
COOLS may assign, transfer, license or sub-license any of its rights or obligations under Cools Rules to one or more third parties in COOLS absolute discretion. COOLS undertakes, in the event of any such assignment, transfer, license or sub-license, to ensure that users rights’ and COOLS’ obligations under Cools’ Rules continue to be honored by such third party assignee, transferee, licensee or sub-licensee.
20. No Partnership
Nothing in these Rules shall be deemed to constitute a partnership between the parties nor constitute either party the agent or employee of the other for any purpose.
COOLS reserves the right to unilaterally amend, supplement and/or restate Cools’ Rules from time to time. In the event of any material (as determined by COOLS in its sole and absolute discretion) modification to Cools’ Rules, COOLS undertakes to provide notice of such changes by e-mail to those users who have opened an account or profile on Cools’ Tools, using the e-mail address associated with such account or profile. In addition, a copy of the version of Cools’ Rules in effect at any time will be maintained at the following link https://cools.com/terms-of-service. Users who continue to access and/or use Cools’ Tools following the effective date of each updated version of Cools’ Rules, shall be deemed to have accepted and agreed to be bound by such updated version.
Cools’ Rules are drafted in English, and the original English language version of Cools’ Rules shall prevail in the event of any conflict or discrepancy between such English language version and any translation thereof.
23. Address for Notices or Inquiries
Should you have any queries regarding Cools’ Rules or wish to provide any notice to COOLS hereunder, please address them to THE COOLS INC., which operates and provides Cools’ Tools, at:
The COOLS Inc. C/O Gildea & Ivanis LLP 535 Fifth Ave. 30th Floor New York NY 10017
This version of Cools’ Rules (Version 1.0) is effective as of 1 January 2020