COPDATE TERMS OF USE

LAST Updated: 09/2022

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE OR APPLICATION.  

These terms of use are entered into by and between You and Copdate, Inc., a corporation formed under the laws of the Province of Quebec, Copdate USA Inc., a corporation formed under the laws of the State of Delaware, and affiliates (collectively, “Copdate,” “we,” or “us”).  The following terms and conditions (“Terms of Use”) govern your access to and use of copdate.com, including any content, functionality, and services offered on our through copdate.com (including any present and future subdomains, the “Website”), whether through a browser or a mobile application (including any future version or updates, the “App”) and whether as a guest or a registered user.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE BETWEEN YOU AND COPDATE IS SUBJECT TO A CLASS ACTION WAIVER AND MUST BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION. PLEASE READ THE ARBITRATION PROVISION BELOW AS IT AFFECTS YOUR RIGHTS UNDER THESE TERMS OF USE

By using this Website or the App (collectively the “Services”), you accept and agree to be bound and abide by these Terms of Use (including our Privacy Policy). If you do not agree to these Terms of Use, you must not use the Services.

The Services are offered and available to users who are 15 years of age or older.  By using the Services, you represent and warrant that you meet all of the foregoing eligibility requirements.  If you do not meet all of these requirements, you must not access or use the Services.

CHANGES TO THE TERMS OF USE

We reserve the right, from time to time and at our sole discretion, to change, modify, add, or remove portions of these Terms of Use.  All changes are effective immediately when we post them.  Please check the Website periodically for changes to the Terms of Use so you are aware of any changes, as they are binding on you.  Your continued use of the Services following any changes to these Terms of Use, will mean you accept those changes.

SCOPE & GENERAL DESCRIPTION OF SERVICES

We reserve the right to withdraw or amend this Website, the App and any Service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website or the App is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or all Services, to users, including registered users.

Copdate works with third-party retailers (each a “Retailer”) by facilitating a Retailer’s limited product releases (each a “Launch”) on the App.  Copdate facilitates a Launch by offering reservations to purchase product at a Launch either on a “first come first served” basis (“Copdate RSVP”) or a random chance drawing of eligible user entries (“Copdate List,” together with Copdate RSVP, each a “Copdate Event”), each subject to a Retailer’s additional event rules and eligibility/participation requirements and stock availability.  Participation in a Copdate Event is free, as there is no cost or entry fee charged. 

Copdate will send to users time-sensitive announcements about upcoming Copdate Events via notifications, postings inside the App, social media and/or other channels.  Once users receive the notification, they will have the option to submit an entry for the opportunity to secure a reservation (i.e. to ‘Cop’) or to dismiss the notification (i.e. to ‘Drop’).

If your entry is selected (whether by timely entry for Copdate RSVP or by random chance drawing for Copdate List), you will have an opportunity to confirm your reservation by paying a reservation fee (the “Fee”) to us.  The Fee is charged as a final validation step only to users that have agreed to proceed with the confirmation of their reservation.  Before paying the Fee, you will be asked to confirm the product description and the purchase price.  You may also be asked to agree to additional rules, terms and conditions, release details, and pickup/purchase instructions from the Retailer.  You are free to Drop at any time before paying the Fee.  Once paid, the Fee is non-refundable.

Once we receive the Fee, you will receive a Confirmation Number in the “MY COPS” section of the App.  Please bring the Confirmation Number to the Retailer on Launch day to pickup and purchase your product.  In the event of an online fulfilment, selected participants will receive instructions and/or an invoice directly from the retailer after paying the Reservation Fee allowing you to complete the purchase from the retailer online.

In all cases, confirmed reservations for a Copdate Event are non-transferrable and non-assignable and can be revoked by Copdate if you breach any of the Terms of Use.

Copdate does not handle the purchase transactions for the products on behalf of any Retailer nor do we sell any product on the Website or the App.  A reservation obtained through Copdate has no monetary value and the Fee is compensation to Copdate for offering the Services to you and is deemed earned upon your confirmation of the reservation and the payment of the Fee.  Copdate makes no representation and warranty with respect to (i) the availability of any product at Launch, (ii) any product (including, but not limited to, the condition and suitability of any such product) to be sold by a Retailer at Launch, (iii) the fulfillment of any product by a Retailer and (iv) the outcome of a the random chance drawing of the Copdate List event.

Copdate is strictly a reservation service and is not responsible for the fulfillment by the participating Retailer. Any complaints regarding discrepancies or irregularities with the purchase must be addressed to the participating Retailer.  The Retailer may, at its sole discretion, disqualify any participant and/or entrant that is deemed to have breached any of their event rules or terms and conditions associated with their Copdate Event. 

COPDATE BOOST

Some Copdate List events may be eligible for Copdate Boost (“Boost”) for an additional fee (“Boost Fees”).  When paid, Boost Fees are non-refundable.  There is no requirement to purchase Boost to participate in a Copdate List event.  Boost Fees are separate from the Fee charged when confirming a reservation and Boost users selected for a reservation must also pay the Fee to confirm their reservation and can Drop at any time prior to paying the Fee.  Copdate makes no representation or warranty with respect to (i) Boost and any Boost Perk, (ii) the availability of Boost and (iii) the outcome of any random chance drawing with Boost.

INTELLECTUAL PROPERTY RIGHTS/RESTRICTIONS ON USE OF MATERIALS

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States, Canadian, and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:

Except as otherwise permitted by these Terms of Use, no material from the Website or App or any other website owned, operated, licensed or controlled by Copdate may be modified, copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may print one hard copy or download one copy of the materials on any single computer for your personal, noncommercial home use, or to place a reservation for a Copdate Event, provided you keep intact all copyright and other proprietary notices.  Use of the materials for any other purpose, modification of the materials, or use of the materials on any other website or networked computer environment is strictly prohibited.  Absolutely no framing of this Website or App is permitted without the prior written consent of Copdate.  You may not copy, decompile, reverse engineer, disassemble, or attempt to derive the source code of, modify, or create derivative works of the Services, any updates, or any part thereof.  Except as expressly stated in this legal notice, no right or license to the materials, or any portion thereof, shall be granted or implied.

ACCOUNTS

You will be required to create an account and specify a password to use certain features on our Services.  You agree to provide, maintain and update true, accurate, current and complete information about yourself as prompted by the registration processes.  You may not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person's username, password, or other account information.  

You are entirely responsible for maintaining the confidentiality of your password and your account, and you are entirely responsible for all activity made by you or anyone that uses your account.  You agree to safeguard your password from access by others. If you believe that your account has been compromised, you must immediately contact us by emailing support@Copdate.com .  You agree that all information you provide to register with this Website, App or otherwise, including, but not limited to, through the use of any interactive features on the Website or App, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.  

Copdate shall not be responsible for any loss that results from the unauthorized use of your password, with or without your knowledge, and you agree to indemnify and hold harmless Copdate for losses incurred by Copdate or another party due to someone else using your account as a result of your failure to use reasonable care to safeguard your password.

USE OF SERVICES

Impersonation of others, including a Copdate employee or representative, as well as another user is prohibited.   You may not without the prior written permission of Copdate, use any computer code, data mining software, “robot”, “bot”, “spider”, “scraper” or other automatic device, or program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the web pages, data or content found on this Site or App, or accessed through this Site or App.  You may not engage in the mass downloading of files from the Services; use the computer processing power of the Services for purposes other than those permitted above; or flood the Services with electronic traffic designed to slow or stop its operation.  You may not establish links to or from other websites to the Services without the prior written consent of Copdate.

ACTIVITIES PROHIBITED ON THE SERVICES

The following is a partial list of the kinds of conduct that are illegal or prohibited on the Services.  Copdate reserves the right to investigate and take appropriate legal action against anyone who, in Copdate's sole discretion, engages in any of the prohibited activities.

Prohibited activities include, but are not limited to, the following:

• Using the Services for any purpose in violation of local, state, or federal laws or regulations;

• Impersonating another person;

• Harvesting or otherwise collecting information about others, including e-mail addresses, without their consent;

• Engaging in any other conduct that restricts or inhibits any other person from using or enjoying the Services, or which, in the sole discretion of Copdate, exposes Copdate or any of its customers, suppliers, or any other parties to any liability or detriment of any type; or

• Assigning or transferring a confirmed Copdate Event reservation;

Copdate reserves the right, but is not obligated, to do any or all of the following:

• Revoke any confirmed reservation

• Terminate a user's access to the Services upon any breach of these Terms of Use;

THIRD-PARTY COPYRIGHTS

If you believe any content on the Services infringes your copyright, you may request removal of such content (or access thereto) from this Website or App by contacting Copdate as set forth below and providing the following information:

• Identification of the copyrighted work that you believe to be infringed. Please describe the work and, where possible, include a copy, screenshot, or the location (e.g., URL or page within the App) of an authorized version of the work.

• Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.

• Your name, address, telephone number, and e-mail address.

• A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.

• A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.

• A signature or the electronic equivalent from the copyright holder or authorized representative.

• Send Copdate this information by email [add email address]

• In an effort to protect the rights of copyright owners, Copdate maintains a policy for the termination, in appropriate circumstances, of subscribers and account holders of the Services who are repeat infringers.

 SUBMISSIONS TO COPDATE

Any information, including but not limited to remarks, suggestions, ideas, graphics or other submissions, communicated to Copdate becomes the exclusive property of Copdate and Copdate is entitled to use the information submitted for any purpose without restriction or compensation to the user sending the submission.  The user acknowledges the originality of any submission communicated to Copdate and accepts responsibility for its accuracy, appropriateness and legality.

WARRANTY DISCLAIMER

The Services and the materials, and products on the Services are provided "as is" and without warranties of any kind, either expressed or implied.  To the fullest extent permissible pursuant to applicable law, Copdate disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.  Copdate does not represent or warrant that the functions contained in the Services will be uninterrupted or error-free, that defects will be corrected, or that the Services or the server that makes it available are free of viruses or other harmful components.  Copdate does not warrant or make any representations regarding the use or the results of the use of the materials in the Services in terms of their correctness, accuracy, reliability or otherwise.   Some states do not permit limitations or exclusions of implied warranties, so the above limitations may not apply to you.

LIMITATION OF LIABILITY

Under no circumstances, including, but not limited to, negligence, shall Copdate be liable for any direct, indirect, punitive, incidental, special or consequential damages that result from the use of or the inability to use the Services, even if Copdate or authorized representatives of Copdate have been advised of the possibility of such damages.  Some jurisdictions do not permit limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. In no event shall Copdate’s total liability to you for damages, losses and causes of action (whether in contract, negligence or otherwise) exceed the amount paid by you, if any, for accessing the Services. 

INDEMNIFICATION

As a condition of use of the Services, you agree to indemnify, defend, and hold harmless Copdate, its officers, directors, employees, agents, licensors and suppliers (collectively the "Service Providers") from and against any and all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from your use of the Services, including any claims alleging facts that if true would constitute a violation of these terms or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the Services using your account.

RESERVATIONS

All reservations placed through the Services are subject to Copdate's acceptance.  Copdate may refuse to accept or may cancel any reservation, whether or not the reservation has been confirmed, for any or no reason, and without liability to you or anyone else.  If your payment method has already been charged for an order and/or reservation that is later cancelled, Copdate shall issue you a refund if applicable.

LINKS FROM THE WEBSITE

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

GEOGRAPHIC RESTRICTIONS

The owner of the Website is based in Montreal, Quebec and Copdate’s American affiliate is based in the State of Delaware.  We provide this website for use only by persons located in Canada and the United States.  We make no claims that the Website or the App is accessible or appropriate outside of Canada and the United States.  Access to the Services may not be legal by certain persons or in certain countries.  If you access the Services from outside Canada and the United States, you do so on your own initiative and are responsible for compliance with local laws.

GOVERNING LAW AND JURISDICTION

All matters relating to the Services and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with (i) if you are located in the United States, the internal laws of the State of Delaware, or (ii) if you are located in Canada, or anywhere else in the world, the internal laws of the Province of Quebec, in any instance, the choice of law in this paragraph is made without giving effect to any choice or conflict of law provision of rule applicable in any jurisdiction..

Except as otherwise provided in these Terms of Use, any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the courts of the Province of Quebec, or, if you are located in the United States, state and federal courts sitting in New York County although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. 

BINDING ARBITRATION AND CLASS ACTION WAIVER IF YOU LIVE IN THE UNITED STATES

WAIVER AND SEVERABILITY

No waiver by Copdate of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Copdate to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect. 

ENTIRE AGREEMENT

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Copdate regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website and the App.

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