Terms of Service

Welcome to COOLS.

Please read this universal terms of service agreement carefully, as it contains important information regarding your legal rights and remedies.

Overview

This Universal Terms of Service Agreement (this “Terms”) together with our Privacy Policy (which you can view by clicking here) and Cookie Policy (which you can view by clicking here and Copyright & Trademarks Policy (which you can view by clicking here) (collectively, the “Agreement”) is entered into by and between The Cools Inc., a Delaware corporation (“COOLS”) and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of the COOLS products and services (individually and collectively, the “Services”) purchased or accessed through COOLS or the COOLS website (this “Site”), and is in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services you purchase or access through COOLS or this Site.

Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with the Transaction Agreement, which is incorporated herein by reference.

The terms “we”, “us” or “our” shall refer to the COOLS. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

The COOLS, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. You acknowledge and agree that (i) the COOLS may notify you of such changes or modifications by posting them to this Site and (ii) your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the “Last Revised” date at the top of this page) shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services found at this Site. In addition, the COOLS may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account (“Account”) information, including your email address, current. The COOLS assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.

Eligibility and Authority

This Site and the Services found at this Site are available only to Users who can form legally binding contracts under applicable law. By using this Site or the Services found at this Site, you represent and warrant that you are (i) at least eighteen (18) years of age. Individuals under the age of 18 must at all times use the COOLS’ services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In this all cases, the adult is the user and is responsible for any and all activities.

If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “you”, “your”, “User” or “customer” shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, the COOLS finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. the COOLS shall not be liable for any loss or damage resulting from the COOLS’ reliance on any instruction, notice, document or communication reasonably believed by the COOLS to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, the COOLS reserves the right (but undertakes no duty) to require additional authentication from you.

Accounts; Transfer of data abroad

A. Accounts. In order to access some of the features of this Site or use some of the Services found at this Site, you may have to create an Account. You represent and warrant to the COOLS that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete. If the COOLS has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, the COOLS reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your email and password. For security purposes, the COOLS recommends that you change your password at least once every six (6) months for each Account you have with the COOLS. You must notify the COOLS immediately of any breach of security or unauthorized use of your Account. the COOLS will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss the COOLS or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person. The COOLS in its sole discretion, reserves the right terminate any Account that violates any intellectual property, moral, or other rights of individuals and/or entities or violates the Agreement.

B. Transfer of Data Abroad. If you are visiting this Site from a country other than the country in which our servers are located, your communications with us may result in the transfer of information (including your Account information) across international boundaries. By visiting this Site and communicating electronically with us, you consent to such transfers.

General rules of conduct

You acknowledge and agree that:

  • Your use of this Site and the Services found at this Site, including any content you submit, will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations.
  • You will not impersonate another User or any other person or entity, or submit content on behalf of another User or any other person or entity, without their express prior written consent.
  • You will not use this Site or the Services found at this Site in a manner (as determined by the COOLS in its sole and absolute discretion) that:
    • Is illegal, or promotes or encourages illegal activity;
    • Promotes, encourages or engages in defamatory, harassing, abusive or otherwise objectionable behavior;
    • Promotes, encourages or engages in child pornography or the exploitation of children;
    • Promotes, encourages or engages in hate speech, hate crime, terrorism, violence against people, animals, or property, or intolerance of or against any protected class;
    • Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
    • Violates the Ryan Haight Online Pharmacy Consumer Protection Act of 2008 or similar legislation, or promotes, encourages or engages in the sale or distribution of prescription medication without a valid prescription;
    • Infringes on the intellectual property rights of another User or any other person or entity;
    • Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;
    • Interferes with the operation of this Site or the Services found at this Site;
    • Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware;
    • Contains false or deceptive language, or unsubstantiated or comparative claims, regarding the COOLS or the COOLS’ Services.
  • You will not copy or distribute in any medium any part of this Site or the Services found at this Site, except where expressly authorized by the COOLS.
  • You will not modify or alter any part of this Site or the Services found at this Site or any of its related technologies.
  • You will not access the COOLS Content (as defined below) or User Content through any technology or means other than through this Site itself, or as the COOLS may designate.
  • You will not use this Site or the Services found at this Site, including any of the COOLS’ related technologies, for any commercial use without the COOLS’ express prior written consent.

The COOLS reserves the right to modify, change, or discontinue any aspect of this Site or the Services found at this Site, including without limitation prices and fees for the same, at any time.

Your use the the COOLS Content and user content

In addition to the general rules above, the provisions in this Section apply specifically to your use of the COOLS Content and User Content posted to the COOLS’ website (i.e., those sites which the COOLS directly controls or maintains).

A. The COOLS Content. Except for User Content, the content on this Site and the Services found at this Site, including without limitation the text, software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein (“the COOLS Content”), are owned by or licensed to the COOLS in perpetuity, and are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights under United States and foreign laws. the COOLS Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of the COOLS. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. The COOLS reserves all rights not expressly granted in and to the COOLS Content, this Site and the Services found at this Site, and this Agreement do not transfer ownership of any of these rights.

B. User Content. Some of the features of this Site or the Services found at this Site may allow Users to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, or advice (“User Submissions”), or (b) literary, artistic, musical, or other content, including but not limited to photos and videos (together with User Submissions, “User Content”). By posting or publishing User Content to this Site or to the Services found at this Site, you represent and warrant to the COOLS that (i) you have all necessary rights to distribute User Content via this Site or via the Services found at this Site, either because you are the author of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the User Content, and (ii) you do not violate the rights of any third party.

C. Security. You agree not to circumvent, disable or otherwise interfere with the security-related features of this Site or the Services found at this Site (including without limitation those features that prevent or restrict use or copying of any the COOLS Content or User Content) or enforce limitations on the use of this Site or the Services found at this Site, the COOLS Content or the User Content therein.

The COOLS’ use of User Content

The provisions in this Section apply specifically to the COOLS’ use of User Content posted to the COOLS’ websites (i.e., those sites which the COOLS directly controls or maintains).

A. Generally. You shall be solely responsible for any and all of your User Content or User Content that is submitted through your Account, and the consequences of, and requirements for, distributing it.

B. With Respect to User Submissions. You acknowledge and agree that:

  • Your User Submissions are entirely voluntary.
  • Your User Submissions do not establish a confidential relationship or obligate the COOLS to treat your User Submissions as confidential or secret.
  • The COOLS has no obligation, either express or implied, to develop or use your User Submissions, and no compensation is due to you or to anyone else for any intentional or unintentional use of your User Submissions.
  • The COOLS may be working on the same or similar content, it may already know of such content from other sources, it may simply wish to develop this (or similar) content on its own, or it may have taken / will take some other action.

Subject to the terms and conditions for brands and merchants, the COOLS shall own exclusive rights (including all intellectual property and other proprietary rights) to any User Submissions posted to this Site, and shall be entitled to the unrestricted use and dissemination of any User Submissions posted to this Site for any purpose, commercial or otherwise, without acknowledgment or compensation to you or to anyone else.

C. With Respect to User Content (Other Than User Submissions). Subject to the terms and conditions of the brand and merchant accounts, if you post or publish your User Content to this Site, you authorize the COOLS to use the intellectual property and other proprietary rights in and to your User Content to enable inclusion and use of the User Content in the manner contemplated by this Site and this Agreement. Accordingly, you hereby grant the COOLS a worldwide, non-exclusive, royalty-free, sublicensable (through multiple tiers), and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content in connection with this Site and the COOLS’ (and the COOLS’ affiliates’) business(es), including without limitation for promoting and redistributing all or part of this Site in any media formats and through any media channels without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third party. You also hereby grant each User of this Site a non-exclusive license to access your User Content (with the exception of User Content that you designate “private” or “password protected”) through this Site, and to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content as permitted through the functionality of this Site and under this Agreement. The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from this Site. You understand and agree, however, that the COOLS may retain (but not distribute, display, or perform) server copies of your User Content that have been removed or deleted. The above licenses granted by you in your User Content are perpetual and irrevocable.

Monitoring of Content

The COOLS generally does not pre-screen User Content. However, the COOLS reserves the right (but undertakes no duty) to do so and decide whether any item of User Content is appropriate and/or complies with this Agreement. the COOLS may remove any item of User Content and/or terminate a User’s access to this Site or the Services found at this Site for posting or publishing any material in violation of this Agreement, or for otherwise violating this Agreement (as determined by the COOLS in its sole and absolute discretion), at any time and without prior notice. the COOLS may also terminate a User’s access to this Site or the Services found at this Site if the COOLS has reason to believe the User is a repeat offender. If the COOLS terminates your access to this Site or the Services found at this Site, the COOLS may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.

Additional reservation of Rights

The COOLS expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services (including the right to cancel or transfer any domain name registration) for any reason (as determined by the COOLS in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by the COOLS in offering or delivering any Services (including any domain name registration), (ii) to protect the integrity and stability of, and correct mistakes made by, any domain name registry, (iii) to assist with our fraud and abuse detection and prevention efforts, (iv) to comply with applicable local, state, national and international laws, rules and regulations, (v) to comply with requests of law enforcement, including subpoena requests, (vi) to comply with any dispute resolution process, (vii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, or (viii) to avoid any civil or criminal liability on the part of the COOLS, its officers, directors, employees and agents, as well as the COOLS’ affiliates.

The COOLS expressly reserves the right to review every Account for excessive space and bandwidth utilization, and to terminate or apply additional fees to those Accounts that exceed allowed levels.

Links to third-party websites

This Site and the Services found at this Site may contain links to third-party websites that are not owned or controlled by the COOLS.  The COOLS assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, the COOLS does not censor or edit the content of any third-party websites. By using this Site or the Services found at this Site, you expressly release the COOLS from any and all liability arising from your use of any third-party website. Accordingly, the COOLS encourages you to be aware when you leave this Site or the Services found at this Site and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit.

Disclaimer of representations and warranties

You specifically acknowledge and agree that your use of this site and the services found at this site shall be at your own risk and that this site and the services found at this site are provided “as is”, “as available” and “with all faults”. the COOLS, its officers, directors, employees, and agents disclaim all warranties, statutory, express or implied, including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. the COOLS, its officers, directors, employees, and agents make no representations or warranties about (i) the accuracy, completeness, or content of this site, (ii) the accuracy, completeness, or content of any sites linked (through hyperlinks, banner advertising or otherwise) to this site, and/or (iii) the services found at this site or any sites linked (through hyperlinks, banner advertising or otherwise) to this site, and the COOLS assumes no liability or responsibility for the same.

In addition, you specifically acknowledge and agree that no oral or written information or advice provided by the COOLS, its officers, directors, employees, or agents (including without limitation its call center or customer service representatives) will (i) constitute legal or financial advice or (ii) create a warranty of any kind with respect to this site or the services found at this site, and users should not rely on any such information or advice.

The foregoing disclaimer of representations and warranties shall apply to the fullest extent permitted by law, and shall survive any termination or expiration of this agreement or your use of this site or the services found at this site.

EthiCOOLS

COOLS may provide an EthiCOOLS™ rating against particular brands.  Our ratings are based in whole or in part on information we gather from brand websites, parent company websites, annual reports and sustainability reports, and third party websites we deem to be reliable. Other than direct conversation with brands in some instances, we do not independently verify this information, and we do not verify what a brand tells us. We do our best to be as accurate as we can be, but cannot guarantee that each of the ratings is accurate in every instance. If you are a brand and believe that a rating is inaccurate, please contact us at ethicools@cools.com with the name of your brand and the rating in question.

COOLS provides this information with no bias either positive or negative towards any product and or brand. This information is non-exhaustive, please contact COOLS should you wish to update or correct any information related to a brand.

In no event will we be liable for any loss or damage including without limitation, indirect or consequential loss or damage, or any loss or damage whatsoever arising from loss of data or profits arising out of, or in connection with, the use of this infomation.

Limitations of liability

In no event shall the COOLS, its officers, directors, employees, or agents be liable to you or any other person or entity for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever, including any that may result from (i) the accuracy, completeness, or content of this site, (ii) the accuracy, completeness, or content of any sites linked (through hyperlinks, banner advertising or otherwise) to this site, (iii) the services found at this site or any sites linked (through hyperlinks, banner advertising or otherwise) to this site, (iv) personal injury or property damage of any nature whatsoever, (v) third-party conduct of any nature whatsoever, (vi) any unauthorized access to or use of our servers and/or any and all content, personal information, financial information or other information and data stored therein, (vii) any interruption or cessation of services to or from this site or any sites linked (through hyperlinks, banner advertising or otherwise) to this site, (viii) any viruses, worms, bugs, trojan horses, or the like, which may be transmitted to or from this site or any sites linked (through hyperlinks, banner advertising or otherwise) to this site, (ix) any user content or content that is defamatory, harassing, abusive, harmful to minors or any protected class, pornographic, “x-rated”, obscene or otherwise objectionable, and/or (x) any loss or damage of any kind incurred as a result of your use of this site or the services found at this site, whether based on warranty, contract, tort, or any other legal or equitable theory, and whether or not the COOLS is advised of the possibility of such damages.

In addition, you specifically acknowledge and agree that any cause of action arising out of or related to this site or the services found at this site must be commenced within one (1) year after the cause of action accrues, otherwise such cause of action shall be permanently barred.

In addition, you specifically acknowledge and agree that in no event shall the COOLS’ total aggregate liability exceed the total amount paid by you for the particular services that are the subject of the cause of action.

The foregoing limitation of liability shall apply to the fullest extent permitted by law, and shall survive any termination or expiration of this agreement or your use of this site or the services found at this site.

Indemnity

You agree to protect, defend, indemnify and hold harmless the COOLS and its officers, directors, employees, and agents, from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by the COOLS directly or indirectly arising from (i) your use of and access to this Site or the Services found at this Site; (ii) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.

Successors and assigns

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.

No third-party beneficiaries

Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

U.S. export laws

This Site and the Services found at this Site are subject to the export laws, restrictions, regulations and administrative acts of the United States Department of Commerce, Department of Treasury Office of Foreign Assets Control (“OFAC”), State Department, and other United States authorities (collectively, “U.S. Export Laws”). Users shall not export or re-export, or allow the export or re-export of, the Services found at this Site in violation of any U.S. Export Laws. None of the Services found at this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country with which the United States has embargoed trade; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons List, or any other denied parties lists under U.S. Export Laws. By using this Site and the Services found at this Site, you agree to the foregoing and represent and warrant that you are not a national or resident of, located in, or under the control of, any restricted country; and you are not on any denied parties list; and you agree to comply with all U.S. Export Laws (including “anti-boycott”, “deemed export” and “deemed re-export” regulations). If you access this Site or the Services found at this Site from other countries or jurisdictions, you do so on your own initiative and you are responsible for compliance with the local laws of that jurisdiction, if and to the extent those local laws are applicable and do not conflict with U.S. Export Laws. If such laws conflict with U.S. Export Laws, you shall not access this Site or the Services found at this Site. The obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.

Compliance with local laws

The COOLS makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules and regulations.

Governing law; Jurisdiction; Venue; waiver of trial by jury

This Agreement shall be governed by and construed in accordance with the federal law of the United States and the state law of New York, whichever is applicable, without regard to conflict of laws principles. You agree that any action relating to or arising out of this Agreement shall be brought in the state or federal courts of New York County, New York, and you hereby consent to (and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to) jurisdiction and venue in the state and federal courts of New York County, New York. You agree to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement.

Titles and headings; independent covenants; severability

The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the Agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

CONTACT INFORMATION

If you have any questions about this Agreement, please contact us by email or regular mail at the following address:

legal@cools.com

The COOLS Inc.
Attn: Legal – Terms and Conditions
132 Bowery Street, Floor 2
NY 10013
New York

This Agreement has been drawn up in the English language. In case of discrepancies between the English version of this Agreement and any translation, the English version shall prevail.

Effective date: December 14, 2015