DiNGco Inc. d/b/a Cohere Commerce (collectively, “Cohere Commerce,” “we,” “us,” or “our”) welcomes you. The following terms and conditions (these “Terms of Use”), together with the terms and conditions of Cohere Commerce’s privacy policy (the “Privacy Policy”), set forth the terms and conditions (the “Terms”) that apply to your access and use of the Cohere Commerce website allowing retail professionals to share insights about and reviews of retail wholesale products, located at https://www.coherecommerce.com (the “Site”), and the products and services made available by Cohere Commerce (collectively, the “Services”). “Cohere Commerce” includes DiNGco Inc. and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents.
Capitalized terms not defined in these Terms of Use shall have the meaning set forth in the Privacy Policy.
By using or accessing the Site and/or the Services you agree to the Terms, as updated from time to time in accordance with Section 18 below. Because Cohere Commerce may provide a variety of products and services, we may at times ask you to review and accept supplemental terms that apply to your interaction with a specific product or service. The Terms state that any disputes between you and Cohere Commerce must be resolved in arbitration or small claims court.
- Account Eligibility. To use the Site or the Services, you must: (a) be at least eighteen (18) years of age; (b) have not previously been suspended or removed from the Site or any of the Services; and (c) use the Site and the Services in compliance with any and all applicable laws and regulations.
- Account Registration. To use the Services or access some features of the Site, you may be required to register for an account. When you register for an account, we may ask you to give us certain identifying information about yourself, including but not limited to your email address and other contact information, and to create a user name and password (“Login Information”). When registering for and maintaining an account, you agree to provide true, accurate, current, and complete information about yourself. You also agree not to impersonate anyone, misrepresent any affiliation with anyone else, use false information, or otherwise conceal your identity from Cohere Commerce for any purpose. You are solely responsible for maintaining the confidentiality and security of your Login Information. For your protection and the protection of other users, we ask you not to share your Login Information with anyone else. If you do share this information with anyone, we will consider their activities to have been authorized by you. If you have reason to believe that your account is no longer secure, you must immediately notify us at [email protected].
- Prohibited Conduct. You agree not to:
- Use the Site or the Services for any illegal purpose, or in violation of any local, state, national, or international law;
- Violate or encourage others to violate the rights of Cohere Commerce or any third parties, including intellectual property rights;
- Post, upload, or distribute any content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, hateful, or otherwise inappropriate;
- Interfere in any way with security-related features of the Site or the Services;
- Interfere with the operation or any user’s enjoyment of the Site or the Services, including by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code, making unsolicited offers or advertisements to other users, or attempting to collect personal information about users or third parties without their consent;
- Access, monitor, or copy any content or information of the Site or the Services using any robot, spider, scraper, or other automated means or any manual process for any purpose without Cohere Commerce’s express written permission provided that this restriction does not apply to Cohere Commerce, its affiliates, or authorized service providers acting on Cohere Commerce’s behalf in connection with operating, maintaining, or improving the Services；
- Perform any fraudulent activity, including impersonating any person or entity, claiming false affiliations, accessing the accounts of other users without permission, or falsifying your identity or any information about you, including age or date of birth; or
- Sell or otherwise transfer the access granted herein.
- Electronic Communications, Alerts, Notifications. As part of the Site or the Services, you may receive notifications, alerts, emails, or other types of electronic communications regarding the Site or the Services. You acknowledge and agree that you may receive communications from us electronically, such as via e-mail or text message or through notices and messages on our Site. 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. Where required by applicable law, we will seek express prior written consent for marketing text messages or calls to you. Additionally, we may use third party vendors to communicate with you. To the extent you have any questions, please refer to their terms of use.
- Third Party Websites and/or Services. The Site and/or the Services may contain links to third party websites or third party services. Cohere Commerce provides such links as a convenience and does not control or endorse these websites and services. You acknowledge and agree that Cohere Commerce has not reviewed the content, advertising, products, services, or other materials that appear on or in such third party websites or services, and is not responsible for the legality, accuracy, or appropriateness of any such materials. Cohere Commerce shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any such third party websites or third party services.
- Third Party Content. The Site and/or the Services may contain content that originates from parties other than Cohere Commerce. You acknowledge and agree that Cohere Commerce is not responsible for the legality, accuracy, or appropriateness of any such third party content. Cohere Commerce shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any such third party content.
- Intellectual Property. You acknowledge and agree that any feedback, ideas, or suggestions you voluntarily submit to Cohere Commerce ('Feedback') may be used by us without restriction or compensation. You hereby assign to Cohere Commerce all intellectual property rights in such Feedback, and Cohere Commerce may use and disclose Feedback in any manner and for any purpose without further notice or compensation to you. We are under no obligation to treat Feedback as confidential. The Site and the Services are protected by applicable copyright and other intellectual property laws, and no materials from the Site or the Services may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without our express permission. All trademarks and service marks on the Site or included in the Services belong to Cohere Commerce, except third-party trademarks or service marks, which are the property of their respective owners.
- User Content. If you post or submit content to the Site or through the Services, you grant Cohere Commerce a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, distribute, and display such content solely for the purpose of operating, providing, and improving the Site and Services, and to allow other users to access such content in connection with the Site and/or the Services. This license survives termination of your account only to the extent necessary to fulfill legal obligations, maintain platform integrity, and allow other users who have already accessed your content to continue viewing it. You represent and warrant that you own or otherwise have the right to use such content and grant to Cohere Commerce the foregoing rights to such content.
If you believe that your content has been used in a way that constitutes copyright infringement, you may contact our Designated Agent:
Cohere Commerce
4676 Admiralty Way Suite 503, Marina del Rey, California 90292, US
Email: [email protected]
You must provide the following information: (a) an electronic or physical signature of the copyright owner or the person authorized to act on behalf of the copyright owner; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located; (d) your address, telephone number, and email address; (e) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Cohere Commerce reserves the right to terminate the account(s) of any user who infringes copyright or other intellectual property rights of Cohere Commerce or others.
- Pricing. The prices displayed for the Services represent the applicable retail prices and do not include any applicable taxes or other charges. Any applicable taxes or other charges will be communicated to you before you place an order. We reserve the right to change any of the fees that we charge, including the pricing for any of the Services, or to institute new or additional fees, at any time upon notice to you. If you do not wish to accept any such change, you must cancel your order for the applicable Services in accordance with these Terms of Use prior to such changes taking effect. If you do not timely cancel your order for the Services, you authorize us to charge you in accordance with such changes. We will not be able to notify you of any changes in applicable taxes. The prices displayed for the Services are quoted in U.S. dollars.
- Services Information. We make every effort to present the most recent, accurate, and reliable information about the Services at all times. However, occasionally there may be information about the Services that contains typographical errors, inaccuracies, or omissions that may relate to service descriptions, pricing, promotions, offers, and availability. Cohere Commerce is not responsible for any such errors, inaccuracies, or omissions. One or more of the Services may be unavailable or discontinued, and prices are subject to change. Cohere Commerce does not warrant the accuracy of any ratings, comments, or feedback relating to the Services. We reserve the right, in our sole discretion to make changes to the Site and/or the Services at any time without notice. Any offer for any of the Services is void where prohibited.
- Payment. By submitting an order for one or more of the Services, you agree to pay for such Services in advance. Payment will consist of the price of the Services ordered, plus any applicable taxes and/or other charges. You may make payment by credit card or any other method of payment we may make available to you (each, a “Method of Payment”). In order to make a payment, you must provide us with valid credit card and/or other billing information and authorize us (or any third-party payment service provider engaged by us) to charge your Method of Payment for all orders placed and accepted via the Site. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT METHOD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION AND THAT ALL INFORMATION YOU PROVIDE IS ACCURATE. By submitting such information, you grant us the right to provide such information to third parties for purposes of facilitating the completion of transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any transaction. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. All transactions will take place in U.S. dollars.
- Processing Payments. If any problem(s) arise with the Method of Payment associated with your order of any Services, and we are unable to resolve the problem(s), we may notify you via the contact information provided at the time of your purchase. If such problem(s) are not resolved, your order may be cancelled, and we may not be able to process future orders until the such problem(s) have been resolved.
- Cancellation by Us. We reserve the right to cancel, modify, or suspend any order for Services if we determine in our sole discretion that a user has violated the Terms, including by engaging in any fraudulent or misleading activity (for example, by using false names, multiple identities, multiple email accounts or email addresses, impersonating another person, or otherwise providing false or misleading information), or if we believe, in our sole discretion, that a user’s conduct violates applicable law or is harmful to our interests.
- Cancellation by You. You may cancel your subscription at any time by: (a) using the cancellation feature in your account settings; or (b) emailing [email protected] with subject line 'Cancellation Request.' Cancellation takes effect at the end of the then-current billing period. No refunds or credits will be issued for any partial billing periods, except where required by applicable law. Cohere Commerce reserves the right to immediately suspend or terminate access if payment is not received.
- Indemnification. You agree that you will be personally responsible for your use of the Site and the Services, and you agree to defend, indemnify, and hold harmless Cohere Commerce from and against any and all claims, liabilities, damages, losses, and expenses (including attorneys’ and accounting fees and costs), arising out of or in any way connected with: (a) your access to, use of, or alleged use of the Site or the Services, including any content made available on or through the Site or the Services; (b) any content you post or submit to the Site or through the Site or the Services; (c) your violation of the Terms or any applicable law or regulation; (d) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; or (e) any disputes or issues between you and any third party. Cohere Commerce reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
- Reliance on Information Posted. The information presented on or through the Site and/or the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such information by you, any other visitor to the Site, any other user of the Services, or by anyone who may be informed of any content available on or through the Site or the Services.
- Termination. If you violate the Terms, your permission to use the Site and the Services will automatically terminate. In addition, Cohere Commerce, in its sole discretion, may suspend or terminate your user account and/or suspend or terminate some or all of your access to the Site and/or the Services at any time, with or without notice to you. You may terminate your account at any time by contacting Cohere Commerce at [email protected]. After your account is terminated, your content will no longer be accessible through your account. Cohere Commerce may retain your information for up to 24 months following termination for purposes including legal compliance, fraud prevention, dispute resolution, and maintaining platform integrity. Following that period, your information will be deleted or anonymized in accordance with our Privacy Policy. You may request deletion of your data prior to that time by contacting [email protected]; such requests are subject to our legal retention obligations.
- Modification of the Terms. Cohere Commerce reserves the right at any time to modify the Terms and to impose new or additional terms or conditions on your use of the Site and/or the Services. Such modifications and additional terms and conditions will be effective immediately upon notice and incorporated into the Terms. We will make reasonable efforts to notify you of any material changes to the Terms, including, but not limited to, by posting a notice to our website or by sending an email to any address you may have provided to us. Your continued use of the Site or the Services following notice will be deemed acceptance of any modifications to the Terms.
- Disclaimers of Warranties. THE SITE AND THE SERVICES ARE PROVIDED 'AS IS' AND ON AN 'AS AVAILABLE' BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALTHOUGH COHERE COMMERCE SEEKS TO MAINTAIN SAFE, SECURE, ACCURATE, AND WELL-FUNCTIONING SERVICES, WE CANNOT GUARANTEE THE CONTINUOUS OPERATION OF OR ACCESS TO OUR SITE OR SERVICES. COHERE COMMERCE SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIMS: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTIES ARISING OUT OF COURSE-OF-DEALING, USAGE, OR TRADE. YOU ASSUME ALL RISK FOR ANY/ALL DAMAGES THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SITE AND/OR THE SERVICES.
- Limitation of Liability. IN NO EVENT WILL COHERE COMMERCE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF COHERE COMMERCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COHERE COMMERCE’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SITE OR SERVICES SHALL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED DOLLARS ($100); OR (B) THE TOTAL FEES PAID BY YOU TO COHERE COMMERCE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY; IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
- Governing Law. These Terms are governed by the laws of the United States and the State of California, without regard to conflict of law principles. Subject to Section 23, which provides that disputes are to be resolved through binding arbitration or small claims court, to the extent that any lawsuit or court proceeding is permitted hereunder, you and Cohere Commerce agree to submit to the exclusive personal jurisdiction of the state courts and federal courts located within Los Angeles County, California, for the purpose of litigating any such disputes.
- Geographic Restrictions. We make no claims that the Site or the Services will be accessible or appropriate outside of the United States. Access to the Site or the Services may not be legal by certain persons or in certain countries. If you access the Site or the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
- Dispute Resolution by Binding Arbitration. In the interest of resolving disputes between you and Cohere Commerce in the most expedient and cost effective manner, you and Cohere Commerce agree to resolve disputes through binding arbitration or small claims court instead of in courts of general jurisdiction (“Agreement to Arbitrate”). Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Any arbitration or litigation under the Terms will take place on an individual basis; class arbitrations and class actions are not permitted. You acknowledge and agree that the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that individual party’s claim(s). Any relief awarded cannot affect other users.
- Arbitration Procedures. Any arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (available at www.adr.org), as modified by these Terms. The arbitration will be conducted in Los Angeles County, California, or, at your election, by video or telephone conference. The arbitrator will have authority to award any remedy available in an individual court action. For claims under $10,000, Cohere Commerce will pay all AAA filing, administration, and arbitrator fees unless the arbitrator determines your claim is frivolous. Each party shall bear its own attorneys' fees except where an applicable statute provides otherwise. Judgment on any arbitration award may be entered in any court of competent jurisdiction.
- Opt-Out. You may opt out of this arbitration agreement within 30 days of first accepting these Terms by emailing [email protected] with subject line 'Arbitration Opt-Out.' Opting out does not affect any other provision of these Terms.
- Severability of Class Action Waiver. If the class action waiver is found unenforceable in a particular case, that case shall proceed in court; the arbitration agreement shall remain enforceable for all other claims.
- Modification of the Site and/or the Services. Cohere Commerce reserves the right, at its sole discretion, to modify, suspend, or discontinue, temporarily or permanently, some or all of the Site and/or the Services at any time without any notice or further obligation to you. You agree that Cohere Commerce will not be liable to you or to any third party for any modification, suspension, or discontinuance of any portion of the Site or the Services.
- General.
- Entire Agreement. These Terms of Use, together with the Privacy Policy, constitute the entire and exclusive understanding and agreement between you and Cohere Commerce regarding your use of and access to the Site, and except as expressly permitted above may only be amended by a written agreement signed by authorized representatives of the parties.
- No Waiver. The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of the Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
- Paragraph Headers. Use of paragraph headers in the Terms is for convenience only and shall not have any impact on the interpretation of particular provisions.
- General Severability. In the event that any part of the Terms is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect.
- Notice to California Residents. Under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the service or to receive further information regarding use of the service.
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