Koop is an apparel resale marketplace that offers a convenient option for shopping for and selling quality secondhand women’s, men's, and children’s clothing, shoes, accessories and toys. The following Terms and Conditions constitute a legally binding agreement (the “Terms”) between you and Koop Inc. and its affiliates (“Koop,” “we,” “us,” or ”our”) governing your use of our website(s), mobile applications, stores, and other services or content available through the foregoing (collectively, the “Services”).
Please read these Terms carefully. By creating an account, purchasing products, using the Services, or otherwise indicating your assent to these Terms, you agree to be bound by these Terms, and you represent and warrant that (1) you have read, understand, and agree to be bound by these Terms, (2) you are of legal age to form a binding contract with us, and (3) you have the authority to enter into the Terms (on behalf of yourself or the entity that you represent). If you do not wish to be bound by these Terms, you may not access or use the Services or order or purchase any products.
These Terms govern how claims you and Koop have against each other can be brought and will require you to submit claims you have against Koop to binding and final arbitration on an individual basis, not as a plaintiff or class member in any class, group, or representative action or proceeding. If you do not agree to be bound by these Terms, you may not use or access the Services or purchase any of the offered products.
PRIVACY AND DATA RETENTION
Koop will retain your information for as long as we deem necessary. You may inform us of any changes or requests regarding your personal data, and in accordance with our obligations under local data protection law, we will use all reasonable means to update or delete your personal data accordingly. However, Koop will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. Koop reserves the right at all times to disclose any information as we deems necessary to satisfy any applicable law, regulation, legal process or governmental request.
Koop operates one or more websites and related mobile applications where the Services can be accessed (collectively, the “Website”). The Website contains data, text, graphics, photographs, graphs, sounds, images, audio, page headers, software (including HTML and other scripts), buttons, video, and other icons, all of which are arranged and compiled (all of the above “Information”) and are either owned or licensed by Koop. Your use of this Website and access to the Information is expressly conditioned upon your agreement that all such access and use shall be governed by the terms set forth in these Terms. You are hereby granted a non-transferable, non-sublicensable, limited, revocable right and license to access and make use of the Website for your own exclusive benefit and solely for the purposes intended by the Website.
In order to use the Services, you must register an account with Koop directly or through an authorized third-party service (each, a “TPS”), such as Gmail or Facebook. By enabling TPS access, you are allowing us to pass your login information to these service providers for this purpose. In addition, you are allowing us to access, make available, and store any information, content, or other materials that you have provided to or stored in your TPS account. You can revoke our access to any TPS at any time by disconnecting your TPS account via your Koop account.
Please remember that the manner in which a TPS uses, stores and discloses your information is governed solely by the policies of that TPS, and Koop shall have no liability or responsibility for the privacy practices or other actions of any TPS that may be enabled within the Services.
You also represent and warrant that you (a) have not previously been suspended or removed from the Services, (b) do not have more than one account, and (c) have full power and authority to enter into these Terms and in doing so will not violate any other agreement to which you are a party.
You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Koop reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.
No agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created under these Terms or your use of the Services.
These Seller Terms create a contract between you and Koop Inc. (“Koop”) if you supply goods to Koop.
HOW IT WORKS
Koop inspects the items you send to us or that we have collected from you in order to list your accepted items for sale through our Services (collectively, the “Property“). After your Clean Out Kit has been processed, Koop will inform you whether any of your items have been accepted for sale on our Services.
Koop only accepts items that meet our strict acceptance standards. We may reject an item for any reason. Each item will be evaluated to determine, in our sole discretion, whether the item (a) is in excellent, new, or like-new condition, and, if needed, whether it has been freshly laundered and completely dried; (b) is free from stains, pilling, holes, odor, and any other signs of excess wear; (c) is in-season and on-trend; (d) is authentic; and (e) for which the representations and warranties you make in the “Your Representations, Warranties, and Indemnification” section below are true.
You may choose to add Return Assurance for an additional fee for each Clean Out Kit you request (other than Donation Clean Out Bags). If you select Return Assurance, Koop will return items that we do not accept to your address on file. The Return Assurance must be selected and paid before Koop send out your Clean Out Kit. If a package is lost by a carrier before being received by Koop, the only reimbursement possible will be $100 to the client.
UNACCEPTED ITEMS BECOME THE PROPERTY OF KOOP
If Return Assurance is not selected, any unaccepted items will immediately and irrevocably become the Property of Koop and will not be returned. Koop reserves the right to sell unaccepted items to third-party textile recyclers or through its other proprietary commercial channels without any obligation to compensate you for such unaccepted items. If you do not agree to the foregoing, please select Return Assurance, or consider the foregoing prior to using our Clean Out service.
UNSOLD ITEMS BECOME THE PROPERTY OF KOOP
If Return Assurance is not selected, any unsold items, after a period of 90 days listed on the website, will immediately and irrevocably become the Property of Koop and will not be returned. Koop reserves the right to sell unsold items to third-party textile recyclers or through its other proprietary commercial channels without any obligation to compensate you for such unaccepted items. If you do not agree to the foregoing, please select Return Assurance, or consider the foregoing prior to using our Clean Out service.
YOUR REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION
You hereby represent and warrant that (a) you have good and marketable title to each item of Property and have the right to sell the Property; (b) none of the Property is subject to any liens or other encumbrances; (c) the Property does not include stolen or counterfeit goods or goods that are illegal to sell; and (d) the Property does not infringe upon, misappropriate, or violate any trademark, copyright, or other intellectual property or other proprietary right of any third party, any state or federal law, or any administrative regulation.
Listing prices are determined by many factors, including the estimated retail price, brand, seasonality, and quality of each item.
Once your item is sold and the buyer keeps the item beyond the eligible return period, you will receive your payout in your account. Your payout will be based on the final selling price, and will include any discounts given to clients. However, if the item is returned, your consignment window will start where it left off so that your item has more time to sell, and you will be paid out as soon as the item sells for the second time.
You may use your earnings as Koop online credit or you may cash out your earnings. If you have selected the Donation option, you will be able to select the foundation/charity that you wish to donate your payouts to.
DONATION CLEAN OUT BAGS
Koop may offer you the option to donate the contents of your Clean Out Bag to one of our designated active charity partners. By electing to donate to one of our active charity partners, you authorize Koop and/or its affiliates to receive your donation on behalf of the charity partner. You will not receive a payout for items in your Donation Clean Out Bag; however, you will receive a donation tax receipt from the charity partner.
Koop frequently updates its charity partner relationships, but you can also specify which charity partner you would like your donation bag to go to.
COUNTERFEIT AND STOLEN ITEMS
You acknowledge and understand that Koop is subject to laws and regulations relating to claims that consigned items are counterfeit, have been stolen, or otherwise violate applicable law. Koop fully cooperates with law enforcement and brands seeking to track down the source of counterfeit items.
You are responsible for ensuring the authenticity of all Property you provide to us. If Koop cannot verify the authenticity of an item in your Clean Out Bag or it does not otherwise meet our authenticity standards, we reserve the right in our sole discretion to refuse to accept the item. Koop reserves the right to destroy apparel it deems to be counterfeit in accordance with applicable laws. You acknowledge and agree that any item determined by Koop to be counterfeit will not be returned to you and will be destroyed unless Return Assurance is selected.
TITLE TO PROPERTY
You will continue to own and have title to each item of Property that we have accepted until that item is “sold“. You will give up ownership of the items if you select to send your items for donation.
SHIPPING & RETURNS
Except otherwise stated on the website, shipping for items are free for orders above $50, and a flat fee of $9 will be applied for orders below $50, in Canada. For US orders, a flat rate of $15 for shipping will be applied on all orders. If your order is above $50, you can return your items within 14 days of receiving them for free, or by paying a flat fee of $9 for orders below $50, if you're based in Canada. If you're based in the US, returns are still available within 14 days of receiving your items, but you are responsible for paying the return shipping fees. You can create a return by clicking on "Returns" in the footer menu of our website.
Please note that Clean Out Kits are not available for US citizens at the moment.
PAYOUT AND OTHER DISPUTES
If there is a dispute between you and Koop, Koop will have no obligation to pay any payout or other amounts due to you, including, without limitation, amounts unrelated to the dispute, unless and until the dispute is resolved. Koop may withhold any payout earnings due to you (including any due for sold items of Property not subject to the dispute) in full or partial satisfaction of any amounts you owe to Koop.
Unless otherwise stated, credit offered to you in consideration for your items that sell will be non-transferable and available for shopping on the Website for a period of one (1) year. Alternatively, shopping credit offered to you in exchange for returns, referrals, or other reasons will be non-transferable and only available for shopping on the Website.
At Koop's discretion, any such credit remaining in your account for more than one (1) year may be converted into a Koop gift card (a “Koop Gift Card”) after providing you with notice to the email address on file. A Koop Gift Card will be issued electronically to the last customer email address on file.
You may purchase Koop gift cards through the Services (“Gift Cards”) via the website or other methods offered. Your purchase, use, or acceptance of any Gift Card constitutes acceptance of the Gift Card Terms.
Gift Cards can be redeemed solely for merchandise through our website and are not refundable or redeemable for cash except to the extent required by law. Risk of loss and title for Gift Cards is passed to the purchaser upon electronic transmission to the purchaser or designated recipient. Koop is not responsible for lost or stolen Gift Cards, or for any use of Gift Cards without your or the recipient’s permission. Koop reserves the right to close accounts or request alternative forms of payment if a Gift Card is fraudulently obtained or used.
The Surprise Box consists of 10 items for a total amount of $50. The items are sent based on answers selected by ordering a Surprise Box. All items sent through the Surprise Box are final sales, and cannot be refunded.
The Koop Referral Program enables clients to receive a $20 credit when they refer someone to the Services. The referred person will also receive a $20 credit. Discount and referrals may only be used or received on orders greater than $50.
PURCHASES AND PRICING
Our inventory availability and listing prices are subject to change at any time without notice. Pricing for items from non-local distribution centers may include a surcharge to cover additional localization and logistics costs. In order to maximize the selection of items available for sale, Koop reserves the right, in its sole discretion, to limit the amount of time an item may remain in a customer's cart. Unfortunately, at times, pricing or typographical errors may occur. In the event that an item is listed at an incorrect price or contains incorrect information due to an error in pricing or product information, Koop reserves the right, at our sole discretion, to refuse or cancel any orders placed for that item.
RETURN AND REFUND POLICY
Except as otherwise stated, you have 14 days after receiving your order to decide if you want to keep or return your items. Returned items will be credited back to you for the full amount of the purchase price through the refund method you choose, either in the form of Koop online shopping credit or in your original form of payment. Items purchased with Koop shopping credit will always be refunded back as shopping credit.
Please note that we will only offer credit or a refund for items if they are returned to Koop on a timely basis and are in the same condition in which you received them. If you do not meet these requirements, your returned item will be forfeited.
Final sale items are non-returnable.
While we attempt to be as accurate as possible, Koop does not warrant that product descriptions or other content of any Services are accurate, complete, reliable, current, or error-free. We have made every effort to display as accurately as possible the colors and styles of our products. We cannot guarantee that your computer monitor’s display of any color or style will be accurate. If a product offered by Koop is not as described, your sole remedy is to return it in unused condition.
ESTIMATED RETAIL PRICING FOR SECONDHAND ITEMS
The strikethrough price shown next to any listed item represents the estimated original retail price of a comparable item of the same quality, construction, and material offered elsewhere in new condition. While we acknowledge that pricing is not an exact science, we strive to provide fair and accurate pricing information. Our reference prices are set by a seasoned team of merchants, who monitor market prices for the brands and styles that we sell. If the comparison price is an important factor in your purchasing decision, we recommend that you do your own comparison shopping as well.
INTERNATIONAL CUSTOMS, DUTIES, AND TAXES
You are responsible for ensuring that our products can be lawfully imported to your destination country. International orders (shipped to countries outside of Canada) may be subject to import taxes, customs duties, and fees levied by the destination country. These fees are levied once a shipment reaches your country and are the responsibility of the customer. We have no control over these charges and cannot predict what they may be. Customs fees and policies are different from country to country and can change regularly. You should contact your local customs office for further information. When customs clearance procedures are required by your country, they can cause delays beyond our delivery estimates.
Shipping times for international orders can vary, but we recommend that you allow at least two to three weeks for an order from the time it leaves Canada for you to receive it. There may be some cases in which packages are delivered outside of the listed estimated timeframe. Please note that international orders that are canceled after the order is shipped will not be refunded.
Please note that Koop is an independent reseller of like-new clothing and accessories and is not affiliated with or endorsed by any designer, manufacturer, retailer, or brand of the items that are listed through our Services. All third-party brand names and logos used in any commercial context by Koop are trademarks and/or registered trademarks of their respective holders. Any such appearance does not imply any affiliation with or endorsement of Koop.
ACCESS TO THE SERVICES
INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that the Services may contain images and descriptions of fashion items and other content (collectively, “Service Content”) that is protected by copyrights, patents, trademarks, trade secrets or other proprietary rights and laws. Except as expressly authorized by Koop, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part. In connection with your use of the Services, you shall not engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. Any use of the Services other than as specifically authorized herein is strictly prohibited. The technology underlying the Services (including the Software distributed in connection therewith) is the property of Koop, our affiliates, and our partners. You also agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Services (including the Software). Any rights not expressly granted herein are reserved by Koop.
FEEDBACK AND USER CONTENT
In the event that you provide us any ideas, thoughts, criticisms, suggested improvements, or other feedback related to products or the Services (collectively, “Feedback”), you agree we may use the Feedback to: (a) improve our Services or any products and (b) promote the Services and products, and that you will not be due any compensation for your Feedback that is used in these ways. To the extent that we have your name, likeness, or voice, this will be part of the Feedback and you agree that we may use your name, likeness and voice in the same manner that we can use other Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Services or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise.
By using the Services, you may submit or publish various forms of media content and written communications as well as photos, captions, suggestions, ideas, comments, questions, or other information (collectively, “User Content”), so long as the User Content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam” or unsolicited commercial electronic messages. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of a payment method or other User Content. Koop reserves the right to use, remove, edit or report such User Content, but is not obligated to regularly review nor monitor User Content. You acknowledge and agree that any User Content provided by you to us is non-confidential and shall become the sole property of Koop if Koop should choose to use the User Content. Koop shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of User Content for any purpose, commercial or otherwise, without acknowledgment or compensation to you. If Koop does include your User Content, or any part thereof, you are deemed to have granted Koop a nonexclusive, royalty-free, perpetual, unlimited, irrevocable, and fully assignable and sublicensable right and license to use, reproduce, modify, adapt, publish, translate, and create derivative works from your User Content, and to distribute and display your User Content throughout the world on any media or platform.
You represent and warrant that the publication and use of your User Content, including to the extent such User Content includes your name, likeness, voice, or photograph, does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademarks and other intellectual property rights, or is otherwise injurious to third parties or objectionable and does not consist of or contain software viruses. You will indemnify Koop, its shareholders, officers and/or employees and consultants for all claims and/or actions made or brought by a third party resulting from Koop's use of your User Content.
You represent and warrant that you own or otherwise control all of the rights to your User Content; that the content of your User Content is accurate; that use of the User Content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Koop for all claims resulting from User Content you supply. Koop has the right but not the obligation to monitor and edit or remove any activity or User Content. Koop takes no responsibility and assumes no liability for any User Content posted by you or any third party. Koop, in any event, reserves the right (but not the obligation) to remove or edit your User Content, at its discretion and without the requirement of providing any notice to you.
Koop reserves the right to, but no obligation to, and may from time to time, monitor any and all data transmitted or received through the Website. Koop, at its sole discretion and without further notice to you, may (but is not obligated to) review, censor or prohibit the transmission or receipt of any Information that Koop deems inappropriate or that violates any term or condition of this Agreement. During monitoring, data may be examined, recorded, copied, and used by Koop. Use of the Website by you, authorized or unauthorized, constitutes consent to such foregoing monitoring.
By creating an account, you agree that you may receive communications from Koop, including, but not limited to, newsletters, promotions, special offers, account reminders and updates.
When you use our Services or send emails, text messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically, such as emails, texts, mobile push notifications, or notices and messages on this site or through the other Services, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
You also understand that you can remove yourself from these communications by clicking the “Unsubscribe” link in the footer of our emails.
RIGHT TO ACCESS
The Services are not targeted towards, nor intended for use by, anyone under the age of 13. For example, Koop does sell products for children, but it sells them to adults, who can make a purchase with a credit card or other permitted payment method. If you are under the legal age of majority in your jurisdiction (usually 18), you may use the Services only with the involvement of a parent or guardian. By using the Services, you represent and warrant that you are 13 years of age or older. If you are not at least 13 years of age, do not access, use or register for an account. In addition, you may not make a purchase from our Sites unless you are at least 18 years of age.
IF YOU ARE A PARENT OR GUARDIAN WHO PROVIDES CONSENT TO A MINOR’S REGISTRATION WITH AND USE OF THE SERVICES AND WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS IN RESPECT OF SUCH MINOR’S USE OF THE SERVICES AND WEBSITE.
With respect to your use of the Services and Website, you agree that you will not:
- impersonate any person or entity;
- stalk, threaten, or otherwise harass any person, or carry any weapons;
- violate any law, statute, rule, permit, ordinance or regulation;
- interfere with or disrupt the Services;
- post information through, or interact with, the Services in a manner that is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal;
- use the Services in any way that infringes any third party’s rights, including but not limited to: privacy rights, intellectual property rights, copyrights, patents, trademarks, trade secrets or other proprietary rights or rights of publicity or privacy;
- post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
- “frame” or “mirror” any part of the Services, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose; or
- modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Services or any software used on or for the Services;
- rent, lease, lend, sell, redistribute, license, sublicense or access to any portion of the Services;
- use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Services or their contents;
- link directly or indirectly to any other websites;
- discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation,
- cause any third party to engage in the restricted activities above;
- use the Website and Services for any unlawful purposes;
- sell, resell, sublicense, distribute, transfer, copy, reproduce, publicly display, duplicate, or download (other than page caching), the Website or Services, or any part thereof;
- collect information (including without limitation, any product listings, descriptions, photos, images, or prices), as listed on the Website or included in the Services [unless as permitted by Section “Communications and Other Content”];
- adapt, modify and/or make any derivative modifications to the Website or the Information, or any part thereof;
- download or copy any account and/or information from the Website or Services, or any part thereof, for the benefit of another person, entity, vendor and/or merchant;
- use any meta tags or any other “hidden text” utilizing Koop's name or trademarks or any third party’s name or trademarks without the express written consent of Koop or the applicable third party.
- publish and/or use unlawful, threatening, abusive, defamatory, libelous, vulgar, obscene, profane, indecent or otherwise objectionable, language, text, photos, graphics or howsoever otherwise publications, on the Website;
- collude against another person in restraint of trade and competition;
- create a hyperlink to the Website, or any page of the Website, without Koop's express written consent; or
- imply affiliation with or endorsement or sponsorship by Koop, or cause confusion, mistakes, or deception in connection therewith.
RELEASE AND INDEMNITY
To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless Koop and our subsidiaries and affiliates, as well as our respective officers, directors, agents, partners, members, employees, independent contractors, service providers and consultants (together with Koop, the “Koop Parties”), from and against any claims, damages, costs, liabilities and expenses (collectively, “Claims”) arising out of or related to (a) your misuse of the Services; (b) any Submissions you post, upload, use, distribute, store or otherwise transmit on or through the Services; (c) your violation of these Terms; and (d) your violation of any rights of another. You agree to promptly notify the Koop Parties of any third-party claims, cooperate with the Koop Parties in defending such claims and pay all fees, costs [including non-statutory costs] and expenses associated with defending such claims (including but not limited to attorney’s’ fees). You further agree that the Koop Parties shall have control of the defense or settlement of any third-party claims.
LIMITATION OF LIABILITY AND DISCLAIMER
THE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES ARE PROVIDED BY KOOP ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. KOOP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, KOOP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND ANY AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING AND USAGE OF TRADE. KOOP DOES NOT WARRANT THAT THE SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICES, KOOP'S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM KOOP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
KOOP IS NOT RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF ANY SERVICE (INCLUDING WITHOUT LIMITATION THE CLEAN OUT BAG), OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY SERVICE, UNLESS OTHERWISE SPECIFIED IN WRITING.
You assume full responsibility for implementing sufficient procedures and checks to satisfy your requirements for the accuracy and suitability of the Website and Information, as well as for maintaining any means that you may require for the reconstruction of lost data or subsequent manipulations or analyses of the Information provided under these Terms. YOU AGREE THAT KOOP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS AND/OR REPRESENTATIVES, SHALL NOT IN ANY EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE AND INFORMATION FOR ANY REASON WHATSOEVER.
DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS ACTION WAIVER
INFORMAL DISPUTE RESOLUTION
In the event you wish to initiate an action, we strongly encourage you to first contact us directly to seek a resolution.
If your issue is not resolved accordingly, then you agree to the following dispute resolution procedure: in the event of any controversy, claim, action or dispute arising out of or related to any transaction conducted through the Services, or the breach, enforcement, interpretation, or validity of these Terms or any part of them (“Dispute”), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by first-class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute.
You agree that this dispute resolution procedure is a condition precedent that must be satisfied prior to initiating any arbitration or filing any claim against the other party.
To the extent you cannot resolve any Dispute through the informal dispute resolution procedure described above, A DISPUTE SHALL BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION. Arbitration is a process established by law that allows parties to a transaction to agree to resolve their Disputes through an independent arbitrator, rather than through a judge and jury. In an arbitration, only the arbitrator hears the evidence presented by both sides and makes a decision that is final and binding on the parties. The arbitrator may award damages and provide other relief as provided by law. By agreeing to arbitrate any Disputes with us, you agree to give up your right to go to court to assert or defend your rights under this Agreement and with respect to any Dispute, You and Koop expressly delegate to the arbitrator the authority to determine the arbitrability of any Dispute, including the scope, applicability, validity, and enforceability of this arbitration provision. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Prior to initiating any arbitration, the initiating party will give the other party at least 60-days’ advance written notice of its intent to file for arbitration. During such 60-day notice period, the parties will endeavor to settle any Dispute amicably through mutual discussions any Dispute. Failing such amicable settlement and after expiration of the notice period, either party may initiate arbitration.
All aspects of any arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
WAIVER OF RIGHT TO BRING CLASS ACTIONS AND REPRESENTATIVE CLAIMS
All arbitrations shall proceed on an individual basis, not on a class-action or other consolidated basis. The arbitrator is empowered to resolve the Dispute with the same remedies available in court, however, any relief must be individualized to you and shall not be joined with, or otherwise affect, any other Dispute. You and Koop agree that each may bring claims against the other in arbitration only in your or their respective individual capacities and in so doing you and Koop hereby waive the right to a trial by jury, to assert or participate in a class-action lawsuit or class-action arbitration (either as a named-plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular cause of action, then that cause of action (and only that cause of action) must remain in court and be severed from any arbitration.
With the exception of the Arbitration Agreement, which shall survive the termination of these Terms, these Terms are effective unless and until terminated by either you or Koop. You agree that Koop, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services at any time. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Services, may be referred to appropriate law enforcement authorities. Koop may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of these Terms may be effected without prior notice, and acknowledge and agree that Koop may immediately deactivate or delete your account and/or bar any further access to the Services. Further, you agree that Koop shall not be liable to you or any third-party for any termination of your access to the Services.
Koop may terminate these Terms immediately without notice for any of the following reasons: (a) if you fail to make any payment when due; (b) for any unauthorized access or use by you; (c) if you assign or transfer (or attempt the same) any rights granted to you under these Terms; (d) if you fail to abide by the rules and regulations relating to the use of the Website or tamper with or alter any of the Information contained in, or accessed through, the Website; (e) if you transmit or receive any Information using the Website (or cause the same) in violation of these Terms (Koop, at its sole discretion, shall determine whether any information transmitted or received violates this provision); or (f) if you violate any of the other terms and conditions of these Terms. Termination or cancellation of these Terms shall not affect any right or relief to which the Koop may be entitled, at law or in equity. Upon termination of these Terms, all rights granted to you will be terminated and revert to Koop.
Koop reserves the right to modify the terms and conditions of these Terms. Such modifications may include, without limitation, changes in prices, implementation of user priorities, implementation of rules for use by you, and discontinuance of functional aspects of the Website. Koop may also add, withdraw or modify Services or Information within the Website at any time in its sole discretion. All such modifications shall be displayed online, and such displays shall constitute effective notice under these Terms on the day Koop places them on the Website. You agree to review the terms and conditions of these Terms periodically to be aware of such revisions.
These Terms are for the benefit of, and will be enforceable by, the parties only and are not intended to confer any right or benefit on any third party or to create any obligations or liability of a party to any such third party. If any provision of the Terms is found to be unenforceable or invalid for any reason, that provision shall be severable, and all other provisions shall remain in full force and effect. You agree that these Terms and all incorporated agreements may be automatically assigned by Koop, in our sole discretion.
If there is any conflict between these Terms and any help text, manuals, or other documents, these Terms shall govern, whether such other documents are prior to or subsequent to these Terms, or whether they are signed or acknowledged by any member of Koop's parties.
If Koop takes action (by itself or through its representatives) to enforce any of the provisions of these Terms, including collection of any amounts due hereunder, and is awarded damages or other relief at law or in equity in the action, Koop shall be entitled to recover from you (and you agree to pay), in addition to all sums to which it is entitled or any other relief, at law or in equity, attorney’s fees incurred and any costs, including non-statutory costs, of any litigation, or proceeding.
To the extent allowed by applicable law, any claims or causes of action arising from or relating to your access and use of the Services or Website contemplated by these Terms must be instituted within two (2) years from the date upon which such claim or cause arose or was accrued.