Kopa Website and App Terms and Conditions
Last updated: 2022-03-04
Kopa™ Website and App Terms and Conditions
Happify, Inc. (“Happify™,” “we” or “us”) thanks you for visiting our Kopa™ website or app (collectively, the “Site”). The following Kopa Website Terms and Conditions (the “Terms and Conditions”) apply in their entirety when you:
a. access or use the Site;
b. register as a Kopa™ member (“Member”) at the Site, which provides you with access to some or all of the Site’s activities, content, products, services, surveys and tests (collectively, the “Kopa™ Services”), as well as various interactive features and services (collectively, the “Interactive Services” and together with the Kopa™ Services, the “Services”); or
c. register for one of our sweepstakes, promotional offers, or contests, as offered from time to time (the “Promotions”).
The Content appearing on the Site is provided for informational purposes only. Some of the Content, as well as the Member Content (as defined below), appearing on the Site is provided by third-parties. Kopa™ shall not be responsible or liable for the accuracy, usefulness or availability of any Content, Member Content or other information transmitted or made available by and through the Site and/or Services.
1. Scope/Modification of Agreement
You agree to the terms and conditions outlined in the Agreement with respect to your use of the Services, Content, Site, Promotions, Member Content and/or any other analyses, research, opinions, reports and/or other information provided by or through same (collectively, “Kopa™ Offerings”). The Agreement constitutes the entire and only agreement between you and Kopa™ with respect to your use of the Kopa™ Offerings and supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings with respect to your use of the Kopa™ Offerings. Kopa™ may, without notice, update, revise, or change the Agreement, and the scope and functionality of the Kopa™ Offerings, in whole or in part, at any time; provided, however, that any amendment or modification to the arbitration provisions, prohibition on class actions provisions or any other provisions applicable to dispute resolution (collectively, “Dispute Resolution Provisions”) shall not apply to any disputes that arose prior to the applicable amendment or modification. The latest Agreement will be posted on the Site, and you should review the Agreement prior to using the Kopa™ Offerings. By your continued use of the Kopa™ Offerings, you hereby agree to comply with, and be bound by, all of the terms and conditions contained within the Agreement effective at that time (other than with respect to disputes arising prior to the amendment or modification of the Dispute Resolution Provisions, which shall be governed by the Dispute Resolution Provisions then in effect at the time of the subject dispute). Therefore, you should regularly check the Site for any updates and/or changes. You understand and agree that Kopa™ is not responsible or liable in any manner whatsoever for your inability to use the Kopa™ Offerings.
2. No Medical or Psychiatric Advice or Therapy
The Kopa™ Offerings are not available to:
a. any users previously suspended or removed from the Site or Services OR
b. any persons under the age of 18.
Visitors may register for membership or become members:
- by and through their Facebook™ account, Google™, or Apple® accounts,
- through their Happify™ account, or
- through any other means designated by Kopa™.
Offering, to anyone, for any reason whatsoever, as permitted by applicable law. The registration data that you must supply on the Site in order to obtain access to the Kopa™ Offerings as a Member may include, without limitation, depending on the method used by you to register: full name; e-mail address; date of birth; home address; telephone number; user name and password; where you register via your Facebook™ account, your: Facebook™ ID; Facebook™ profile name; Facebook™ profile picture; education history (as included in your Facebook account); interests (as included in your Facebook™ account); Facebook™ photographs included in your Facebook™ account; and any and all other information made available to Kopa™ by and through your Facebook™ account; where you register via your Google™ account, your: Google™ user ID; Google™ profile name; Google™ avatar; and any and all other information made available to Kopa™ by and through your Google™ account; where you register via your Apple® account, your: Apple® user ID; Apple® profile name; Apple® avatar; and any and all other information made available to Kopa™ by and through your Apple® account; and where you register via your Happify™ account, your: Happify™ user ID, Happify™ profile name; Happify™ avatar; and any and all other information made available to Kopa™ by and through your Happify™ account; . You agree to provide true, accurate, current and complete Registration Data and to update your Registration Data as necessary to maintain it in an up to date and accurate fashion. Kopa™ will verify and approve all registrants in accordance with its standard verification procedures.
You can access your specific Member account on the Site using your user name and password or logging in via your Facebook™ account, Google™ account, Apple®, and/or Happify™ account as applicable and where authorized by Kopa™. You are responsible for maintaining the confidentiality of your Member account, user name and password and for restricting access to your computer. You agree to accept responsibility for all activities that occur through use of your Member account, user name and password.
If you have reason to believe that your Member account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your user name, password, or any credit, debit or charge card number stored) you will notify Kopa™ of the problem to avoid possible liability for any unauthorized charges to your account.
We reserve the right to change, suspend, or terminate any account, including any feature, content, or service at any time for any reason. We may also place limitations on the use of certain Services, content or features, and/or limit your access to parts of the Site or Services without notice or liability.
Kopa™ may reject your application and/or terminate your membership at any time and for any reason, in our sole discretion. Such reasons may include, without limitation: where Kopa™ believes that you are in any way in breach of the Agreement; and where Kopa™ believes that you are, at any time, conducting any unauthorized commercial activity by and through the Services.
For purposes of the Agreement, "Facebook" shall mean Facebook Inc., "Google" shall mean Google Inc., and Apple® shall mean Apple Inc. Facebook™ is a trademark of Facebook Inc. Google™ is a trademark of Google Inc. Apple® is a registered trademark of Apple Inc. Please be advised that Kopa™ is not in any way affiliated with Facebook™ or Google™ or Apple®, and the Kopa™ Offerings are neither endorsed, nor sponsored, by Facebook™ or Google™ or Apple®.
5. Payment Policy
Membership with Kopa is currently free. Kopa reserves the right to from time to time change the terms of this Agreement and charge for membership and/or to provide additional optional services for a fee.
6. Description of the Content
Subject to the terms and conditions of the Agreement, end-users that possess the requisite technology and register as Members shall have the opportunity to view all or some of the media, text, images, graphics, analyses, research, comments, opinions, advice, statements, offers, services, requests, solicitations, user interfaces, audio, video, photographs, trademarks, logos, artwork, news articles and other content made available by and through the Site and/or Services (collectively the “Content”). The Content is compiled, distributed and displayed by Kopa™, as well as Members, and other third-party content providers (“Third-Party Providers”). Kopa™ does not control the Content provided by Members and/or Third-Party Providers that is made available by and through the Services and/or Site. Such Members and/or Third-Party Providers are solely responsible for the accuracy, completeness, appropriateness and/or usefulness of such Content. The Content should not necessarily be relied upon. Kopa™ does not represent or warrant that the Content and other information posted by and through the Services and/or Site is accurate, complete, up to date, or appropriate. You understand and agree that Kopa™ will not be responsible for, and Kopa™ undertakes no responsibility to monitor or otherwise police, such Content. You agree that Kopa™ shall have no obligation and incur no liability to you in connection with any such Content. You may find certain Content as posted by Members and/or Third-Party Providers to be outdated, harmful, inaccurate and/or deceptive. Please use caution, common sense and safety when using the Kopa™ Offerings.
If you would like to register a complaint, notify Kopa™ of a dispute, notify Kopa™ of any improper use of your Content or other information or notify Kopa™ of inaccurate or misleading Content appearing on the Site or otherwise made available by and through the Services, please feel free to contact us at email@example.com.
7. Description of the Kopa™ Services
Members are forbidden from posting website links, buttons, banner ads, co-registration paths, copy or processes for generating actions (“Links”) in any Activity Posts, and/or advertising third party products and/or services within the Kopa™ Services. Kopa™ reserves the right to prohibit any conduct by Members or remove any Activity Post from the Kopa™ Services and/or Site at any time and for any reason, in Kopa™’s sole discretion. The reasons for removal may include where Kopa™ believes that the Activity Post is unsuitable for the Kopa™ Services and/or Site for any reason including, without limitation:
i. that the Activity Post violates Sections 10 and/or 11 below; and/or
ii. where Kopa™ believes the Activity Post, or the applicable Member, is otherwise in violation of the Agreement.
You understand and agree that Kopa™ shall not be liable to you, any end-users or any third party for any claim in connection with your use of, or inability to use, the Kopa™ Services.
8. Description of the Interactive Services
Subject to the terms and conditions of the Agreement including, without limitation, those contained in Sections 11 and 12 below, Members shall have access to the Interactive Services. The Interactive Services allow Members to communicate with other Members via comments sections and other interactive areas of the Site, as well as via applications and other features that may be made available by Kopa™ on third - party social media venues such as Facebook™ from time to time. In connection with the Interactive Services, each Member shall be solely responsible for the comments, opinions, statements, offers, propositions, feedback and other content (“Comments”) posted by and through the Interactive Services. Members are forbidden from posting Links in any Comments, and/or advertising third party products and/or services within the Interactive Services. Kopa™ reserves the right to prohibit any conduct by Members or remove any Comments from the Interactive Services and/or Site at any time and for any reason, in the sole discretion of Kopa™. The reasons for removal may include where Kopa™ believes that the Comments posted by a Member are unsuitable for the Interactive Services and/or Site for any reason including, without limitation:
a. that the Comments violate Sections 11 and/or 12 below; and/or
b. where Kopa™ believes the Comments, or the applicable Member, is otherwise in violation of the Agreement.
You understand and agree that Kopa™ shall not be liable to you, any end - users or any third party for any claim in connection with your use of, or inability to use, the Interactive Services.
9. Member Interactions/Comments/Activity Posts
As part of your use of the Site and Services, you may upload, post, distribute or disseminate, or send to us Member Content, including but not limited to, photographs, images you have taken, captions and comments, which we, at our discretion, may post on the Site. You hereby grant Kopa™ an irrevocable, nonexclusive, transferable royalty - free worldwide right (including any moral rights) and license to use the Member Content on the Site and to promote and advertise the Site and Services in any way. In connection with the operation and promotion of the Site and Services, you agree that Kopa™ has the right to copy, cache, modify, publish, display, distribute, translate, create derivative works from, and store the Member Content, regardless of the medium, technology, or form in which it is used. For example, Kopa™ may use the Member Content to promote the Site and Services as part of a book, screen option, demonstration, brochure, email newsletters, and/or social media posts.
You also warrant that if you are not the holder of any such rights, the holder of such rights has completely and effectively waived all such rights and validly and irrevocably granted you the right to grant the license stated above. You acknowledge and agree that you are solely responsible for the form, content and accuracy of any Member Content. You are responsible for your own postings and are responsible for the consequences of your postings. You are solely responsible for your interactions with other Site - users including, but not limited to, Members and Third - Party Providers. Because we are not involved in Site - user interactions, in the event that you have a dispute with one or more Site - users, Members and/or Third - Party Providers, you hereby release Happify™ including, but not limited to, its officers, directors, members, shareholders, agents, subsidiaries and employees, from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, such disputes. Kopa™ reserves the right, but has no obligation, to monitor disputes between you and other Site - users, Members and/or Third - Party Providers. The Services contain Comments and Activity Posts (collectively, “Member Content”) that is provided directly by Members. Those Members are solely responsible for the accuracy, completeness, appropriateness and/or usefulness of such Member Content.
Kopa™ does not represent or warrant that the Member Content, including posts from Helpers and Experts, posted by and through the Services and/or Site is accurate, complete or appropriate. You may find certain Member Content to be offensive, harmful, inaccurate and/or deceptive. Please use caution, common sense and safety when using the Services and/or Site. You understand and agree that Kopa™ shall not be liable to you, any end - users or any third party for any claim in connection with any Member Content.
Kopa™ does not accept unsolicited ideas, works or other materials and you acknowledge that you are responsible for, and bear all risk as to the use or distribution of, any such ideas, works or materials.
As a Member, you agree that you are solely responsible for the Member Content and/or other information that you publish, transmit and/or post by and through the Site and/or Services. You agree to use the Site and/or Services in a manner consistent with any and all applicable laws, rules and regulations. In connection with your use of the Site and/or Services, you agree not to:
a. display any telephone numbers, street addresses, URLs, e - mail addresses or confidential information of any third party;
b. display any audio files, text, photographs, videos or other images containing confidential information;
c. display any audio files, text, photographs, videos or other images that may be deemed indecent or obscene in your community, as defined under applicable law;
d. impersonate any person or entity;
e. “stalk” or otherwise harass any person;
f. engage in any unauthorized advertising or commercial solicitation of third parties;
g. transmit any chain letters, spam or junk e - mail;
h. express or imply that any statements that you make are endorsed by Kopa™, without our specific prior written consent;
i. harvest or collect personal information of other Members or other persons whether or not for commercial purposes, without their express consent;
j. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents;
k. post, distribute or reproduce in any way any copyrighted material, trademarks, service marks, trade secrets, patents, domain names, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights;
l. remove any copyright, trademark or other proprietary rights notices contained on the Site;
m. interfere with or disrupt any of the Services, Site and/or the servers or networks connected to same;
n. post, offer for download, e - mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
o. post, offer for download, transmit, promote or otherwise make available any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. “spamware”), services that send unsolicited advertisements, programs designed to initiate “denial of service” attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet;
p. “frame” or “mirror” any part of the Site, without our prior written authorization;
q. use metatags, code or other devices containing any reference to Kopa™, the Services and/or the Site in order to direct any person to any other website for any purpose; and/or
r. modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Services and/or Site or any software used on or for the Services and/or Site.
Engaging in any of the aforementioned prohibited practices shall be deemed a breach of the Agreement and may result in the immediate termination of your membership without notice, in the sole discretion of Kopa™. Kopa™ reserves the right to pursue any and all legal remedies against Members that engage in the aforementioned prohibited conduct.
11. Helper Status
Some Members volunteer to be identified as a Helper on the Site. During the onboarding process, if you select “I can help” for a particular topic, you agree to be given Helper status if your public comment(s) or post(s) are marked by other Members as “helpful” three or more times. Helpers are not affiliated with Kopa™. Content posted by Helpers has not been reviewed by Kopa™. Volunteering to be identified as a Helper does not create any obligation on Kopa™. Kopa™ reserves the right to change or revoke status as a Helper at any time for any reason. No Member Content, including posts from a Helper, are medical advice. No Member Content represents the position of Kopa™. Talk to your doctor before trying any treatment or remedy.
As a Member, you are granted a non - exclusive, non - transferable, revocable and limited license to access and use the Kopa™ Offerings and certain third - party Member Content in accordance with the Agreement. Kopa™ may terminate this license at any time for any reason. Unless otherwise expressly authorized by Kopa™, you may only use the Kopa™ Offerings and third - party Member Content for your own personal use. No part of the Kopa™ Offerings or third - party Member Content may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Kopa™ Offerings, third - party Member Content and/or any portion thereof. You may not create any “derivative works” by altering any aspect of the Kopa™ Offerings and/or third - party Member Content. You may not use the Kopa™ Offerings and/or third - party Member Content in conjunction with any other third - party content. You may not use any automated means or form of scraping or data extraction to access, query or otherwise collect Content or other information from the Site. You may not exploit any aspect of the Kopa™ Offerings and/or third - party Member Content for any commercial purposes not expressly permitted by Kopa™. You further agree to indemnify and hold harmless Kopa™ for your failure to comply with this Section 14. Kopa™ reserves any rights not explicitly granted in the Agreement. YOU AGREE THAT KOPA™, IN ITS SOLE DISCRETION, MAY TERMINATE YOUR USE OF THE SITE AND KOPA™ OFFERINGS, AND REMOVE AND DISCARD ANY CONTENT WITHIN THE SITE, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, FOR LACK OF USE OR IF KOPA™ BELIEVES THAT YOU HAVE VIOLATED OR ACTED INCONSISTENTLY WITH THE LETTER OR SPIRIT OF THE TERMS AND CONDITIONS. KOPA™ MAY ALSO IN ITS SOLE DISCRETION AND AT ANY TIME DISCONTINUE PROVIDING THE SITE AND KOPA™ OFFERINGS OR ANY PART THEREOF, WITH OR WITHOUT NOTICE. YOU AGREE THAT ANY TERMINATION OF YOUR ACCESS TO THE SITE AND KOPA™ OFFERINGS UNDER ANY PROVISION OF THESE TERMS AND CONDITIONS MAY BE EFFECTED WITHOUT PRIOR NOTICE, AND ACKNOWLEDGE AND AGREE THAT KOPA™ MAY IMMEDIATELY DEACTIVATE OR DELETE YOUR MEMBER CONTENT AND/OR BAR ANY FURTHER ACCESS TO SUCH FILES, THE SITE OR KOPA™ OFFERINGS. FURTHER, YOU AGREE THAT KOPA™ SHALL NOT BE LIABLE TO YOU OR ANY THIRD - PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE KOPA™ OFFERINGS. THE TERMS AND CONDITIONS WILL CONTINUE TO APPLY TO YOUR PAST USE OF THE SITE AND KOPA™ OFFERINGS. TERMINATION OF YOUR ACCESS TO AND USE OF THE SITE AND KOPA™ OFFERINGS SHALL NOT RELIEVE YOU OF ANY OBLIGATIONS ARISING OR ACCRUING PRIOR TO SUCH TERMINATION OR LIMIT ANY LIABILITY THAT YOU OTHERWISE MAY HAVE TO KOPA™.
13. Proprietary Rights
All third - party Member Content and other material posted or made available by and through the Kopa™ Offerings including, but not limited to, the design, selection, arrangement and coordination of such Kopa™ Offerings, is owned by, or licensed to, Kopa™ and is protected under applicable copyright, trademark and other proprietary (including, but not limited to, intellectual property) rights. Except as expressly provided in the Agreement, no part of the Kopa™ Offerings and/or third - party Member Content may be reproduced, recorded, retransmitted, sold, rented, broadcast, distributed, published, uploaded, posted, publicly displayed, altered to make new works, performed, digitized, compiled, translated or transmitted in any way to any other computer, website or other medium or for any commercial purpose, without Kopa™’s prior express written consent. Except as expressly provided in the Agreement, you are not granted any rights or license to patents, copyrights, trade secrets, rights of publicity, service marks or trademarks with respect to any of the Kopa™ Offerings, third - party Member Content or any document, software, services or other materials viewed at or through same. The posting of information or material by and through the Kopa™ Offerings by Kopa™, any Member or any Third - Party Provider does not constitute a waiver of any right in or to such information and materials. Kopa™ reserves all rights not expressly granted in the Agreement. The “Kopa™” name and logo are trademarks of Kopa™. All custom graphics, icons and service names are trademarks and/or copyrights of Kopa™. All other trademarks are the property of their respective owners. The use of any Kopa™ trademarks, service marks, copyrights, patents, trade secrets, domain names, and/or other proprietary rights without Kopa™’s express written consent is strictly prohibited.
14. Bypassing or Disabling any Portion of the Kopa™ Offerings or Software
You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Kopa™ Offerings. You may not take any action that imposes an unreasonable or disproportionately large load on the Kopa™ Offerings infrastructure. If you bypass or disable any portion of the Kopa™ Offerings or associated software including, without limitation, the blocking of cookies, or blocking the operation of any other Kopa™ systems, you are in violation of the Agreement and Kopa™ may suspend or terminate your use of the Kopa™ Offerings without notice. Termination of your access to the Kopa™ Offerings will not excuse you from any criminal or other civil liability that may result from your actions.
You agree to indemnify and hold Happify™, its parents and subsidiaries, and each of their respective members, officers, directors, employees, agents, co - branders, content licensors and/or other partners, harmless from and against any and all claims, expenses (including reasonable attorneys’ fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third - party due to or arising out of:
a. your use of any of the Kopa™ Offerings;
b. your breach of the Agreement;
c. your violation of any rights of another individual and/or entity;
d. any dispute between you and any Member, Third - Party Provider or other third - party;
e. your Member Content; and
f. any dispute between you and Facebook™ and/or Google™ and/or Apple®.
The provisions of this Section 17 are for the benefit of Happify™, its parents, subsidiaries and/or affiliates, and each of their respective officers, directors, members, employees, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.
16. Disclaimer of Warranties
THE KOPA™ OFFERINGS, MEMBER CONTENT AND/OR ANY OTHER KOPA™ PRODUCTS AND/OR SERVICES, ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. ANY AND ALL WARRANTIES, EXPRESS AND/OR IMPLIED, ARE DISCLAIMED TO TH E FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON - INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, KOPA™ MAKES NO WARRANTY THAT THE KOPA™ OFFERINGS, MEMBER CONTENT AND/OR ANY OTHER KOPA™ PRODUCTS AND/OR SERVICES:
a. WILL MEET YOUR REQUIREMENTS;
b. WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR - FREE OR THAT DEFECTS WILL BE CORRECTED;
c. WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS OR DESTRUCTIVE PROGRAMS;
d. WILL HAVE SECURITY METHODS EMPLOYED THAT WILL BE SUFFICIENT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF SAME, OR AGAINST INFRINGEMENT;
e. WILL RESULT IN ANY SPECIFIC HAPPINESS, MENTAL HEALTH, PSYCHIATRIC OR OTHER BENEFIT OR RELATED OUTCOME; AND/OR
f. WILL BE ACCURATE OR RELIABLE. THE KOPA™ OFFERINGS, MEMBER CONTENT AND/OR ANY OTHER KOPA™ PRODUCTS AND/OR SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
KOPA™ WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KOPA™, ANY MEMBERS, THIRD - PARTY PROVIDERS OR OTHERWISE THROUGH OR FROM THE KOPA™ OFFERINGS AND/OR MEMBER CONTENT, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
17. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT KOPA™ SHALL NOT BE LIABLE TO YOU OR ANY THIRD - PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR PAIN AND SUFFERING, PERSONAL INJURY/WRONGFUL DEATH, LOSS OF INCOME, LOSS OF CONSORTIUM, BUSINESS INTERRUPTION, OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, LOSS OF DATA OR OTHER INTANGIBLE LOSSES (EVEN IF KOPA™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). TO THE FULLEST EXTENT PERMISSIBLE BY LAW, KOPA™ ALSO SHALL NOT BE LIABLE TO YOU OR ANY THIRD - PARTY FOR:
a. THE USE OR THE INABILITY TO USE THE KOPA™ OFFERINGS, MEMBER CONTENT AND/OR ANY OTHER KOPA™ PRODUCTS AND/OR SERVICES;
b. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND /OR ANY OTHER KOPA™ PRODUCTS AND/OR SERVICES PURCHASED OR OBTAINED FROM OR THROUGH THE KOPA™ OFFERINGS AND/OR MEMBER CONTENT;
c. THE FAILURE TO REALIZE ANY SPECIFIC HAPPINESS, MENTAL HEALTH, PSYCHIATRIC OR OTHER BENEFIT OR RELATED OUTCOME; AND
d. ANY OTHER MATTER RELATING TO THE KOPA™ OFFERINGS, MEMBER CONTENT AND/OR ANY OTHER KOPA™ PRODUCTS AND/OR SERVICES.
THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, SECURITIES LAW VIOLATIONS, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MEDICAL AND OTHER MALPRACTICE, MISREPRESENTATION AND ANY AND ALL OTHER TORTS. YOU HEREBY RELEASE KOPA™ FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION, THE MAXIMUM LIABILITY OF KOPA™ TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). NO ACTION, REGARDLESS OF FORM, ARISING OUT OF YOUR USE OF THE KOPA™ OFFERINGS, MEMBER CONTENT AND/OR ANY OTHER KOPA™ PRODUCTS AND/OR SERVICES MAY BE BROUGHT BY YOU OR KOPA™ MORE THAN ONE (1) YEAR FOLLOWING THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND KOPA™. ACCESS TO THE KOPA™ OFFERINGS, MEMBER CONTENT AND/OR ANY OTHER KOPA™ PRODUCTS AND/OR SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND IN SUCH JURISDICTIONS KOPA™’S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
18. Third-Party Websites
The Kopa™ Offerings contain links to other websites on the Internet that are owned and operated by third parties, including Third - Party Providers. In some instances, these websites may be co - branded and the third parties are entitled to use Kopa™’s name and logo on their third - party websites. Kopa™ does not control the information, products or services available on these third - party websites. The inclusion of co - branding and/or links does not imply endorsement by Kopa™ of the applicable website or any association with the website’s operators. Because Kopa™ has no control over such websites and resources, you agree that Kopa™ is not responsible or liable for the availability or the operation of such external websites, for any material located on or available from any such websites or for the protection of your data privacy by third parties. Any dealings with, or participation in promotions offered by, advertisers, Third - Party Providers featured on the Site, including the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the applicable Third - Party Provider, advertiser or other third - party, as applicable. You further agree that Kopa™ shall not be responsible or liable, directly or indirectly, for any loss or damage caused by the use of or reliance on any such material available on or through any such site or any such dealings or promotions.
19. Member Information
a. represent and warrant that Kopa™’s use of your submission does not and will not breach any agreement, violate any law or infringe any third - party’s rights and is true and accurate in all respects;
b. agree that Kopa™ is free to use, in any manner, all or part of such Member Content and/or materials on an unrestricted basis without the obligation to notify, identify or compensate you or anyone else; and
c. grant Kopa™ all necessary rights, including a waiver of all copyright, trademark, service marks, privacy, right of publicity and moral rights, to use all Member Content and/or materials, in whole or in part, or as a derivative work, without any duty by Kopa™ to anyone whatsoever.
20. Copyright Policy/DMCA Compliance
Kopa™ reserves the right to terminate the membership of any Member who repeatedly infringes upon third - party copyright rights. If you believe that a copyrighted work has been copied and/or posted on or via the Site and/or Services in a way that constitutes copyright infringement, you should provide Kopa™ with the following information:
a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work;
b. an identification and location on the Site (or otherwise) of the copyrighted work that you claim has been infringed upon;
c. a written statement by you that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law;
d. your name and contact information, such as telephone number or e - mail address; and
e. a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Contact information for Kopa™’s Copyright Agent for notice of claims of copyright infringement is as follows:
Attn: DMCA/Copyright Agent
51 E. 12th St. (5th FL), New York, NY 10003.
21. Dispute Resolution Provisions
The Agreement shall be treated as though it were executed and performed in New York, New York, U.S.A. and shall be governed by and construed in accordance with the laws of the State of New York, U.S.A. (without regard to conflict of law principles).
Should a dispute arise concerning the Kopa™ Offerings, the terms and conditions of the Agreement or the breach of same by any party hereto the parties agree to submit their dispute for resolution by binding arbitration before the American Arbitration Association in New York, New York, in accordance with the then current Commercial Arbitration rules of the American Arbitration Association; provided, however, that any claims, disputes, actions or proceedings by Kopa™ to relating to its intellectual property rights and/or to prevent unfair competition, misappropriation of trade secrets, unauthorized access, fraud, industrial espionage, and or fraud (including computer fraud) may be brought in the federal courts in the City and County of New York, New York, U.S.A. and you irrevocably consent to the exclusive jurisdiction and venue of such courts.
To the extent permitted by law, you agree that you will not join any arbitral claim with the claim of any other person or entity, and you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against Kopa™ and/or its employees, officers, directors, members, representatives and/or assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney’s fees and court costs that Kopa™ incurs in seeking such relief. This provision preventing you from bringing, joining or participating in class action lawsuits:
i. does not constitute a waiver of any of your rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provide d above; and
ii. is an independent agreement. You may opt - out of these dispute resolution provisions by providing written notice of your decision within thirty (30) days of the date that you first access the Site.
Kopa™ makes no claim that the Site or the Kopa™ Offerings may be lawfully viewed or that Content may be downloaded outside the U.S.A. Access to the Site and Content and use of the Kopa™ Offerings may not be legal by certain persons or in certain countries. If you access the Site and use the Kopa™ Offerings from outside the U.S.A., you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.
Should any part of the Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. Our failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. The parties do not intend that any agency or partnership relationship be created through operation of the Agreement. Headings used in this Agreement are for convenience only and have no legal or contractual significance. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors, heirs, and assigns of both parties, as the case may be. Kopa™ may assign this Agreement in whole or in part at any time without your consent. You may not assign this Agreement or delegate any of your obligations hereunder.
23. Contact Us
To contact us directly with any questions or comments that you may have, send an email to firstname.lastname@example.org. We endeavor to listen to or read, as applicable, every message sent in and to reply promptly to each one. The information that is provided by you is used to respond directly to your questions or comments. If you have any questions about the Agreement, the Kopa™ Offerings or the practices of Kopa™, please feel free to contact us at email@example.com.