General Terms of Service
Effective Date: February 14, 2020
These General Terms of Service (“General Terms”) are a legal agreement between you, as a current or prospective customer of Copper’s Services (“you,” “your”) and Copper Inc. (”Copper,” “we,” “our,” or “us”) and govern your use of Copper’s services, including mobile applications, websites, software, hardware, and other products and services (collectively, the “Services”). If you are using the Services on behalf of a business, you represent to us that you have authority to bind that business or entity to these terms, and that business accepts these terms. By using any of the Services you agree to these General Terms and any policies referenced within (“Policies”), including our Privacy Notice (see Section 8) and terms that limit our liability (see Section 18) and require individual arbitration for any potential legal dispute (see Section 21), which are collectively incorporated herein by reference. You also agree to any additional terms specific to Services you use (“Additional Terms”), such as those listed below, which become part of your agreement with us (collectively, the “Terms”). You should read all of our terms carefully.
1. Copper Account
You may be required to create an account with us (a “Copper Account”) to use the Services. During registration we will ask you for information, which may include but is not limited to, your name and other personal information. You must provide accurate and complete information in response to our questions, and you must keep that information current. You are fully responsible for all activity that occurs under your Copper Account, including for any actions taken by persons to whom you have granted access to the Copper Account. We reserve the right to change the account type, suspend, or terminate the Copper Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.
2. Revisions, Disclosures, and Notices
We may amend the Terms at any time with notice that we deem to be reasonable under the circumstances, by posting the revised version on our website or communicating it to you through the Services (each a “Revised Version”). The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of the Services after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any Dispute (as defined in Section 20) that arose before the changes will be governed by the Terms in place when the Dispute arose.
You agree to Copper’s E-Sign Consent. We may provide disclosures and notices required by law and other information about your Copper Account to you electronically, by posting it on our website, pushing notifications through the Services, or by emailing it to the email address listed in your Copper Account. Electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within twenty-four (24) hours of the time posted to our website, or within twenty-four (24) hours of the time emailed to you unless we receive notice that the email was not delivered. If you wish to withdraw your consent to receiving electronic communications, contact Copper Support. If we are not able to support your request, you may need to terminate your Copper Account.
3. Restrictions
You may not, nor may you permit any third party, directly or indirectly, to:
1. export the Services, which may be subject to export restrictions imposed by US law, including US Export Administration Regulations (15 C.F.R. Chapter VII);
2. access or monitor any material or information on any Copper system using any manual process or robot, spider, scraper, or other automated means;
3. except to the extent that any restriction is expressly prohibited by law, violate the restrictions in any robot exclusion headers on any Service, work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble, or otherwise reverse engineer the Services;
4. perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure;
5. copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell, or distribute in any way material, information, or Services from Copper;
6. use and benefit from the Services via a rental, lease, timesharing, service bureau, or other arrangement;
7. transfer any rights granted to you under these General Terms;
8. use the Services in a way that distracts or prevents you from obeying traffic or safety laws;
9. use the Services for any illegal activity or goods or in any way that exposes you, other Copper users, our partners, or Copper to harm; or
10. otherwise use the Services except as expressly allowed under these Terms.
If we reasonably suspect that your Copper Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Copper Account, and any of your transactions with law enforcement.
4. Compatible Mobile Devices and Third-Party Carriers
We do not warrant that the Services will be compatible with your mobile device or carrier. Your use of the Services may be subject to the terms of your agreements with your mobile device manufacturer or your carrier. You may not use a modified device to use the Services if the modification is contrary to the manufacturer’s software or hardware guidelines, including disabling hardware or software controls—sometimes referred to as “jail broken.”
5. Your Content
The Services may include functionality for uploading or providing suggestions, recommendations, feedback, stories, photos, documents, logos, products, loyalty programs, promotions, advertisements, and other materials or information (“Content”).
You grant us and our successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Content throughout the world in any media for any reason, including to provide, promote, and/or incorporate into the Services. You retain all rights in your Content, subject to the rights you granted to us in these General Terms. You may modify or remove your Content via your Copper Account or by terminating your Copper Account, but your Content may persist in historical, archived, or cached copies and versions thereof available on or through the Services.
You will not upload or provide Content or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches or infringes any duty toward or rights of any person or entity, including rights of publicity, privacy, or intellectual property; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with Copper’s or its partners’ products and services, as determined by us in our sole discretion; or (f) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose Copper, its affiliates, or its customers to harm or liability of any nature.
Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice. Copper may also monitor such Content to detect and prevent fraudulent activity or violations of Copper’s General Terms. You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Content, including any loss or damage to any of your Content.
6. Intellectual Property Infringement
We respect the intellectual property rights of others and ask you to do the same. We have adopted an Intellectual Property Policy regarding third-party claims that your material infringes the rights of others. We respond to all valid notices of such infringement, and our policy is to suspend or terminate the accounts of repeat infringers.
7. Security
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.
You are responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices and computer(s). You will immediately notify us of any unauthorized use of your password or Copper Account or any other breach of security. Notwithstanding Sections 20 and 21, in the event of any dispute between two or more parties as to account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision (which may include termination or suspension of any Copper Account subject to dispute) will be final and binding on all parties.
8. PCI Compliance; Privacy
Copper acknowledges and agrees that it is responsible for the security of Cardholder Data which it processes, transmits, or otherwise possesses and agrees that it shall perform the services in compliance with the requirements described in the PCI DSS. “PCI DSS” means the Payment Card Industry Data Security Standard, as amended from time to time. “Cardholder Data” has the meaning given to such term in PCI DSS, to the extent that Copper transmits, stores, or provides access to such data for its customers.
When you process information that identifies or is reasonably capable of identifying an individual to Copper in connection with the Services (including information collected by Copper on your behalf), you agree to comply with applicable laws regarding the collection, use, disclosure, protection, and retention of this information. You acknowledge that you have reviewed and consent to Copper’s Privacy Notice, which explains our practices with regard to any personal information you provide to us. If you or your business are located in California, please see Section 27.
11. Modification and Termination
16. Representations and Warranties
18. Limitations of Liability and Damages
21. Binding Individual Arbitration
You and Copper agree to arbitrate any and all Disputes by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST COPPER. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). All Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) according to this Section and the applicable arbitration rules for that forum. The Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the General Terms and/or Additional Terms (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Subject to applicable jurisdictional requirements, you may elect to pursue your claim in your local small-claims court rather than through arbitration so long as your matter remains in small claims court and proceeds only on an individual (non-class or non-representative) basis. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. If you are a consumer bringing a claim relating to a transaction intended for a personal, household, or family use, any arbitration hearing will occur within the county where you reside. Otherwise, any arbitration hearing will occur in Reno, Nevada, or another mutually agreeable location. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. An Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect. Copper will reimburse the arbitration fees due to the American Arbitration Association for individual arbitrations brought in accordance with this section for all claims totaling less than $10,000 unless the Arbitrator determines that your claims were frivolous. If you prevail on any claim for which you are legally entitled to attorney’s fees, you may seek to recover those fees from the arbitrator. For any claim where you are seeking relief, we will not seek to have you pay our attorney’s fees, even if fees might otherwise be awarded, unless the Arbitrator determines that your claim was frivolous. For purposes of this arbitration provision, references to you and Copper also include respective subsidiaries, affiliates, agents, employees, predecessors, successors, and assigns as well as authorized users or beneficiaries of the Services. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases as discussed above) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the City of Reno and County of Washoe, Nevada, or federal court for the District of Nevada.
22. Governing Law
These General Terms and any Dispute will be governed by Nevada law and/or applicable federal law (including the Federal Arbitration Act) without regard to its choice of law or conflicts of law principles.
23. Limitation on Time to Initiate a Dispute
Any action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.
24. Assignment
These General Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.
25. Third-Party Services and Links to Other Websites
You may be offered services, products, and promotions provided by third parties and not by Copper, including, but not limited to, third-party developers who use Copper’s services (“Third-Party Services”). If you decide to use Third-Party Services, you will be responsible for reviewing and understanding the terms and conditions for these services. We are not responsible or liable for the performance of any Third-Party Services. Further, you agree to resolve any disagreement between you and a third party regarding the terms and conditions of any Third-Party Services with that third party directly in accordance with the terms and conditions of that relationship, and not Copper. The Services may contain links to third-party websites. The inclusion of any website link does not imply an approval, endorsement, or recommendation by Copper. Such third-party websites are not governed by these General Terms. You access any such website at your own risk. We expressly disclaim any liability for these websites. When you use a link to go from the Services to a third-party website, our Privacy Notice is no longer in effect. Your browsing and interaction on a third-party website, including those that have a link in the Services is subject to that website’s own terms, rules, and policies.
26. Third-Party Beneficiaries
No provision in these General Terms, and any applicable Additional Terms is intended or shall create any rights with respect to the subject matter of these General Terms, and any applicable Additional Terms in any third party.
27. California Businesses
If you are a “Business” as defined by the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq., (“CCPA”) then this provision 27 applies to you. For purposes of this Section 27, “process”, “sell”, and “business purpose(s)” have the meaning ascribed to them by the CCPA.
a) For purposes of this Section 27, “Customer Data” means any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household that is processed by Copper in connection with its Services to you.
b) We may receive Customer Data for the purpose of performing Services on your behalf as described in these General Terms. We agree that we will process Customer Data collected, processed, stored, or transmitted by, or accessible to us in the course of these General Terms, and other Applicable Terms of Service referenced above, only on your behalf, and for the purpose of providing you with the Services in these Terms and other applicable terms linked above based on the products you use. We acknowledge that we are prohibited from: (i) selling the Customer Data; (ii) retaining, using, or disclosing the Customer Data other than providing to you the Services specified in these General Terms(s), and other applicable Terms of Service referenced above. As part of, and for purposes of, facilitating the Services, Copper may (i) de-identify or aggregate the Customer Data; and (ii) process the Customer Data for operational purposes, including, without limitation, verifying or maintaining the quality and safety of the Services; improving, updating, or enhancing the Services either for you or for our customers generally; detecting and preventing fraud, and for protecting the security and integrity of our Services; and complying with our legal obligations. You acknowledge and agree that Customer Data that you disclose to Copper is provided to Copper for the parties’ business purposes.
c) We reserve the right to delete Customer Data stored pursuant to these General Terms in the ordinary course of business, pursuant to our retention schedules.
28. Other Provisions
These General Terms, and any applicable Additional Terms or Policies, are a complete statement of the agreement between you and Copper regarding the Services. In the event of a conflict between these General Terms and any other Copper agreement or Policy, these General Terms will prevail and control the subject matter of such conflict. If any provision of these General Terms or any Additional Term is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These General Terms do not limit any rights that we may have under trade secret, copyright, patent, or other laws. No waiver of any term of these General Terms will be deemed a further or continuing waiver of such term or any other term.
29. Return/Refund
Our services are not returnable, but may be refunded or replaced.
30. Security
When you pay on our web applications or through our mobile applications, all of your payment information, including your credit card number and delivery address, is transmitted through the Internet using Secure Sockets Layer (SSL) technology. SSL technology causes your browser to encrypt your payment information before transmitting it to our secure server. SSL technology, an industry standard, is designed to prevent someone other than operators of our applications from capturing and viewing your personal information.
While we use industry-standard means to protect our applications and your information, the Internet is not 100% secure. The measures we use are appropriate for the type of information we collect. We cannot promise that your use of our applications will be completely safe. We encourage you to use caution when using the Internet. Online access to your personal information is protected with a password you select. We strongly recommend that you do not share your password and that you use unique passwords for all of your online accounts.