Terms of Use

1a. Acceptance

By accessing or using Coop ("the Service"), you agree to be bound by these Terms of Use ("Terms"). These Terms constitute a legally binding agreement between you and Coop.

If you do not agree with any part of these Terms, you may not access or use the Service.

1b. Changes to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes via email or through a prominent notice on the Service. Your continued use of the Service after changes become effective constitutes acceptance of the modified Terms.

1c. Additional Terms

Some features of the Service may be subject to additional terms and conditions, which will be presented to you when you access those features. Those additional terms are incorporated into these Terms by reference.

2a. What Coop Does

Coop provides the following services:

• Spend Analysis: Analyze your business expenses to identify cost-saving opportunities
• Vendor Matching: Connect you with service providers offering competitive rates
• Group Purchasing: Facilitate collaborative buying to achieve volume discounts
• Savings Tracking: Monitor and report on cost savings achieved through our platform
• Community Networking: Connect local businesses through chambers of commerce and community organizations
• QuickBooks Integration: Import expense data to automate savings analysis

2b. Service Availability

We strive to provide continuous access to the Service, but we do not guarantee that the Service will be available at all times. The Service may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control.

3a. Account Types

Coop offers different account types:

• Business Accounts: For local businesses seeking cost savings
• Community Accounts: For chambers of commerce and local organizations
• Service Provider Accounts: For vendors offering services to our network

3b. Account Registration

When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Be an authorized representative of your business or organization
• Be at least 18 years old
• Maintain one account per business or organization
• Not share your account credentials with others

3c. Account Security

You are responsible for:

• Maintaining the confidentiality of your password and account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach
• Logging out at the end of each session

We are not liable for any loss or damage arising from your failure to maintain account security.

3d. Account Verification

We may require verification of your identity, business information, or authorization to use the Service. Failure to provide requested verification may result in suspension or termination of your account.

4a. License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your business purposes.

4b. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:

• Violate any applicable laws, regulations, or third-party rights
• Use the Service for any fraudulent or illegal activity
• Impersonate any person or entity, or misrepresent your affiliation
• Interfere with or disrupt the Service or servers/networks connected to the Service
• Attempt to gain unauthorized access to any portion of the Service
• Use any automated system (bots, scrapers) to access the Service without permission
• Reverse engineer, decompile, or disassemble any part of the Service
• Remove, modify, or obscure any copyright, trademark, or proprietary notices
• Upload viruses, malware, or other malicious code
• Collect or harvest personal information about other users
• Use the Service to spam, harass, or abuse others

4c. Your Data

You retain all rights to the business data you provide to Coop ("Your Data"). By providing Your Data, you grant us a license to use, process, and analyze Your Data solely to provide the Service and generate savings insights.

You represent and warrant that:

• You have the right to provide Your Data to us
• Your Data does not violate any third-party rights
• Your Data is accurate and not misleading

4d. QuickBooks and Third-Party Integrations

When you connect third-party services like QuickBooks:

• You authorize us to access the data specified during the connection process
• You must comply with the third-party service's terms of use
• You can revoke access at any time through your account settings
• We are not responsible for the third-party service's functionality or availability

5a. No Endorsement

Coop does not endorse, guarantee, or assume responsibility for any service providers listed on the platform. We provide information and facilitate connections, but you are responsible for:

• Evaluating service providers and their offerings
• Negotiating terms and agreements directly with service providers
• The quality, safety, and legality of services provided
• Any disputes arising from your business relationships

5b. Savings Estimates

Savings estimates provided by Coop are projections based on available data and industry benchmarks. Actual savings may vary. We do not guarantee specific savings amounts or outcomes.

5c. Business Decisions

You acknowledge that all business decisions, including vendor selection and service agreements, are made independently by you. Coop is not responsible for the outcomes of your business decisions.

6a. Business Users

Coop is currently free for businesses to use. We reserve the right to introduce fees in the future with at least 30 days' advance notice.

6b. Service Providers

Service providers may be subject to fees as outlined in separate agreements. Terms for service providers are provided during the enrollment process.

6c. Third-Party Charges

You are responsible for any charges imposed by third parties, including internet service providers, payment processors, or connected services like QuickBooks.

7a. Coop's Intellectual Property

All content, features, and functionality of Coop, including but not limited to:

• Software, code, and algorithms
• Text, graphics, logos, and design elements
• Trademarks and branding
• Data models and analytics methodologies

are owned by Coop and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

7b. Restrictions

You may not:

• Copy, modify, or create derivative works of the Service
• Rent, lease, loan, sell, sublicense, or distribute the Service
• Use Coop's trademarks without prior written permission
• Frame or mirror any portion of the Service

7c. Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us the right to use, modify, and incorporate such feedback without any obligation to you.

9a. Community Membership

If you join Coop through a chamber of commerce or community organization:

• The organization may see aggregated information about member participation and savings
• You may be included in group purchasing opportunities organized by the community
• The community organization does not have access to your detailed financial data

9b. Group Purchasing

When participating in group purchasing:

• You are not obligated to participate in any specific opportunity
• Each business enters into its own agreement with service providers
• Other participants may see aggregated participation numbers, but not your specific details
• We facilitate connections but are not responsible for group agreements

10a. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability, fitness for a particular purpose, or non-infringement
• Warranties that the Service will be uninterrupted, secure, or error-free
• Warranties regarding the accuracy, reliability, or completeness of any content or data
• Warranties regarding savings estimates or financial outcomes

Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

10b. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COOP BE LIABLE FOR ANY:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Loss of savings or financial benefits
• Damages arising from your use or inability to use the Service
• Damages arising from service provider relationships or vendor agreements
• Damages arising from unauthorized access to your account or data

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM.

These limitations apply even if we have been advised of the possibility of such damages and regardless of the legal theory (contract, tort, warranty, etc.).

10c. Third-Party Services

The Service may integrate with or link to third-party services (QuickBooks, payment processors, etc.). We are not responsible for:

• The availability, accuracy, or content of third-party services
• Third-party terms of service or privacy policies
• Any damages arising from third-party services

12a. Termination by You

You may terminate your account at any time through your account settings or by contacting us at [email protected].

12b. Termination by Us

We reserve the right to suspend or terminate your account and access to the Service at any time, with or without notice, for any reason, including:

• Violation of these Terms
• Fraudulent, abusive, or illegal activity
• Prolonged inactivity
• Request by law enforcement or other government agencies
• Discontinuation or modification of the Service
• Unexpected technical or security issues

12c. Effect of Termination

Upon termination:

• Your license to use the Service immediately ends
• We may delete your account and data (subject to retention requirements)
• You remain responsible for any obligations incurred before termination
• Sections that by their nature should survive will continue to apply

13a. Informal Resolution

If you have a dispute with Coop, please contact us at [email protected] to attempt to resolve the dispute informally. We will work in good faith to resolve disputes before any formal proceedings.

13b. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

13c. Arbitration Agreement

Any dispute, claim, or controversy arising from or relating to these Terms or the Service shall be resolved through binding arbitration, except that either party may seek injunctive relief in court for violations of intellectual property rights.

Arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration will take place in California.

YOU AGREE TO WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT.

13d. Class Action Waiver

You agree that disputes will be resolved on an individual basis and not as part of a class or representative action. You waive any right to participate in class-wide arbitration or consolidation with other claims.

14a. Entire Agreement

These Terms, together with our Privacy Policy and any additional terms, constitute the entire agreement between you and Coop regarding the Service and supersede all prior agreements.

14b. Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

14c. Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

14d. Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms without restriction.

14e. Force Majeure

We will not be liable for any failure or delay in performing our obligations due to circumstances beyond our reasonable control, including acts of God, war, terrorism, pandemics, internet failures, or government actions.

14f. Export Controls

You agree to comply with all applicable export and import control laws and regulations in your use of the Service.

14g. California Users

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Service, please contact us at [email protected]. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.