Effective Date: July 29, 2024
Welcome, and thank you for your interest in The Coterie.Me, Inc. (“The Coterie,” “we,” or “us”) and our website at www.thecoterie.co, along with our related websites, networks, applications, mobile applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and The Coterie regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
EXCEPT AS EXCLUDED FOR BEING OUTSIDE THE SCOPE (BELOW), BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, INCLUDING AS AN AUTHORIZED USER (AS DEFINED BELOW), YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE COTERIE’S PRIVACY POLICY (TOGETHER, THESE “TERMS”).
IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND THE COTERIE’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY THE COTERIE AND BY YOU TO BE BOUND BY THESE TERMS.
SEPARATE AGREEMENT. NOTWITHSTANDING THE FOREGOING, WHERE YOU OR THE ENTITY YOU REPRESENT HAVE EXECUTED A SEPARATE AGREEMENT COVERING YOUR USE OF ANY PORTION OF THE SERVICE (SUCH AS WHERE YOU ARE A FUND MANAGER, WEALTH MANAGER, GENERAL PARTNER OR OTHER ENTITY AND YOU HAVE ENTERED INTO A MASTER SERVICES AND LICENSE AGREEMENT OR OTHER AGREEMENT WITH THE COTERIE COVERING THE USE OF THE COTERIE'S PLATFORM), SUCH SEPARATE AGREEMENT (THE "SEPARATE AGREEMENT") SHALL GOVERN YOUR USE OF THE SCOPE OF THE SERVICE SOLELY TO THE EXTENT EXPLICILTY COVERED UNDER SUCH SEPARATE AGREEMENT.
END USER THROUGH AN INTERMEDIARY. WHERE YOU ARE GIVEN ACCESS TO THE SERVICE THROUGH AN INTERMEDIARY (SUCH AS WHEN YOU ARE SIGNED UP FOR OUR SERVICE BY OR ON BEHALF OF YOUR FUND MANAGER, WEALTH MANAGER, GENERAL PARTNER OR OTHER THIRD PARTY) YOU WILL ALSO BE REFERRED TO AS AN "END USER" HEREIN AND SUCH INTERMEDIARY WILL BE REFERRED TO AS AN "INTERMEDIARY" HEREIN. SUCH INTERMEDIARY MAY IMPOSE ADDITIONAL TERMS AND RESTRICTIONS ON YOU IN YOUR AGREEMENT YOU HAVE WITH THEM (THE "INTERMEDIARY AGREEMENT"). NOTWITHSTANDING THE FOREGOING, THESE TERMS CONTINUE TO REMAIN BINDING ON YOUR USE OF THE SERVICE. NOTHING IN AN INTERMEDIARY AGREEMENT SHALL LIMIT THE COTERIE'S RIGHTS IT HAS AGAINST YOU OR THE OBLIGATIONS YOU OWE TO THE COTERIE UNDER THESE TERMS.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 19, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND THE COTERIE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 19.)
1. The Coterie Service Overview.
The Coterie offers a suite of fund, investor, and other financial management tools as a service through its online software platforms, as well as related services.
2. Eligibility.
You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
3. Authority.
Any individual or entity, including your agent(s), accepting these Terms on your behalf acknowledges, represents and warrants that: (a) it has full authority to (i) accept these Terms on your behalf, (ii) make binding representations through the Service on your behalf, and (iii) act, including by executing documents, or otherwise interacting with or operating the Service, on your behalf ; (b) these Terms have been duly authorized and approved by you; and (c) these Terms constitute a valid and binding obligation between you and The Coterie. If you designate another individual to access and use your account (“Authorized User”), you acknowledge, represent, and warrant that you have granted full authority to the Authorized User to (1) access and use the Services through your account; (2) make binding representations through the Service on your behalf; (3) and act, including by executing documents, or otherwise interact with or operate the Service, on your behalf.
4. Additional Terms; Legal Notices.
4.1 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”), including the following:
All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
4.2 No Attorney-Client Relationship; No Legal Advice. The Service may include an estate planning tool which helps you in setting up irrevocable trusts using an unaffiliated third-party law firm (“Law Firm”). You acknowledge and agree that your access and use of the estate planning tool, including the submission of information to us through the estate planning tool, does not create an attorney-client relationship between you and The Coterie, and any attorney-client relationship will be solely between you and the Law Firm. The Service is made available for general informational purposes only and is not intended to constitute legal advice or a legal opinion or in any way to substitute for specific advice from legal counsel.
5. Accounts and Registration.
5.1 Account Opening and Registration. To access most features of the Service, you must register for and be approved to open an account. When you register, you will be asked to provide a password. You will also be required to provide us with some information about yourself, such as your name, street address, email address and other contact information, Social Security Number or Tax Identification Number, date of birth and other information that will allow us to identify you. We may ask to see identifying documents, such as a driver’s license. By agreeing to use our Services, you are authorizing The Coterie and any third parties to use the information you provide to verify your identity and run appropriate anti-money laundering (AML) and know your customer (KYC) checks. The Coterie and/or third parties may use this information to perform AML/KYC checks periodically in the future, in our sole discretion. You further agree that your data will be shared with telecommunication providers or mobile network operators for the purposes of identity verification.
As part of these Terms, you agree that we can authorize a third party to act as The Coterie’s agent to collect information from you. Additionally, as part of these Terms, you agree and authorize that a third party or Authorized User can act as your agent in supplying certain information about you to us. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times.
5.2 Account Activity. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account, including all activities taken by your agent(s) or Authorized Users. If you believe that your account is no longer secure, then you must immediately notify us at help@thecoterie.me
6. General Payment Terms.
Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars unless otherwise indicated, and are non-refundable.
6.1 Price. The Coterie reserves the right to determine pricing for the Service. The Coterie will make reasonable efforts to keep pricing information published on our mobile applications and website up to date. We encourage you to check our mobile applications and website periodically for current pricing information. The Coterie may change the fees for any feature of the Service, including additional fees or charges, if The Coterie gives you or your Intermediary, where applicable, advance notice of changes before they apply. The Coterie, at its sole discretion, may make promotional offers with different features and different pricing to any of The Coterie’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
6.2 Authorization. You authorize The Coterie to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by The Coterie, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, The Coterie may place a hold on your credit card account prior to your purchase to reserve the necessary funds and to verify that the credit card is valid.
6.3 Subscription Service. The Service may include automatically recurring payments for periodic charges (“Subscription Service”). If you activate a Subscription Service, you authorize The Coterie to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when you purchase your first subscription to the Service. For information on any fees for your subscription (“Subscription Fee”), please see our mobile applications and www.thecoterie.co. Your account will be charged automatically on the Subscription Billing Date all applicable fees and taxes for the next subscription period. The subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel the Subscription Service by contacting us at: help@thecoterie.me.
6.4 Delinquent Accounts. The Coterie may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including any collection or legal fees.
7. Licenses
7.1 Limited License. Subject to your complete and ongoing compliance with these Terms, The Coterie grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile application associated with the Service obtained from a legitimate marketplace (whether installed by you or pre-installed on your mobile device by the device manufacturer) on a mobile device that you own or control; and (b) access and use the Service.
7.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.
7.3 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant The Coterie an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
8. Ownership; Proprietary Rights.
The Service is owned and operated by The Coterie. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by The Coterie are protected by intellectual property and other laws. All Materials included in the Service are the property of The Coterie or its third party licensors. Except as expressly authorized by The Coterie, you may not make use of the Materials. The Coterie reserves all rights to the Materials not granted expressly in these Terms. As between the parties, and notwithstanding anything to the contrary herein, The Coterie solely owns any aggregated and de-identified data derived, collected, accessed, used, disclosed, transferred, transmitted, stored, hosted, or otherwise processed by The Coterie in connection with the Service, including from Third-Party Accounts (“Aggregated Data”). The Coterie may use and share the Aggregated Data for any lawful purpose, including, but not limited to, marketing, analytics, research purposes or to develop, operate, and maintain our products and services. The Coterie will not disclose to any third party any Aggregated Data that reveals the identity, whether directly or indirectly, of you or any individual.
9. Confidentiality.
You agree that you will maintain in strict confidence the confidentiality of, and not disclose to any third party, all non-public information disclosed by The Coterie to you or that you otherwise may access through the Service including, without limitation, all information relating to investment offerings provided through the Service (“Confidential Information”). You agree not to use any Confidential Information for any purpose except to exercise your rights under these Terms and not to disclose any Confidential Information to third parties. You shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody Confidential Information. You agree to take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information provided to you. You shall not make any copies of the Confidential Information unless previously approved in writing by The Coterie.
10. Third Party Terms
10.1 Third Party Services and Linked Websites. The Coterie may provide tools through the Service that enable you to export information, including User Content, to third party services. By using one of these tools, you agree that The Coterie may transfer that information to the applicable third party service. Third party services are not under The Coterie’s control, and, to the fullest extent permitted by law, The Coterie is not responsible for any third party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under The Coterie’s control, and The Coterie is not responsible for their content.
10.2 Third Party Software. The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.
10.3 Links to Third-Party Web Sites. We may provide links to third-party web sites and their related content for your convenience. Such content is for informational purposes only, and you should not construe any such information or other materials as legal, tax, investment, financial or other advice. We have no control over such third-party sites or of their content, and we do not adopt or endorse any such third-party content. We disclaim any and all liability for (i) the content on any such sites, including any advertising, products or other materials that appear on or are made available through such sites and (ii) any loss or damages incurred in connection therewith.
YOUR USE OF THIRD-PARTY WEB SITES AND OF THEIR CONTENT, INCLUDING WITHOUT LIMITATION, YOUR USE OF ANY INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR MADE AVAILABLE THROUGH SUCH SITES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS OF USE OF SUCH SITES.
10.4 Third-Party Accounts. The Service may include features that allow you to connect and import information from your third-party fund, investment, brokerage or other accounts (“Third-Party Accounts”) to your account on the Service by submitting your login credentials for such Third-Party Accounts (“Third-Party Account Credentials”). In the event that The Coterie requests and you approve The Coterie to obtain its own login credentials from the applicable Third-Party Account, you agree to allow The Coterie to access such Third-Party Account as an authorized user of your account. By providing The Coterie with your Third-Party Account Credentials, allowing The Coterie to access your Third-Party Account as an authorized user, or by otherwise allowing The Coterie to access your Third-Party Account information, you are authorizing The Coterie to act on your behalf to access and retrieve your information from the applicable Third-Party Account(s). The Coterie does not warrant that the information it obtains from your Third-Party Accounts will be timely, accurate, or complete. As between you and The Coterie, you represent, warrant and covenant that you have the authority to share your Third-Party Account information with The Coterie and that your Third-Party Account Information is shared in accordance with the terms of your agreement with the applicable third-party service provider. Third-Party Accounts are not under The Coterie’s control and The Coterie is not responsible for any actions taken by third parties in connection with your sharing of Third-Party Account information. The Coterie may, in the course of accessing your Third-Party Accounts, obtain general information that is in no way unique or specific to you. You acknowledge that The Coterie may use and share this general information for any lawful purpose, including, but not limited to, marketing, analytics or research purposes.
11. User Content
11.1 User Content Generally. Certain features of the Service may permit or require users to share data and information in connection with the use of the Service, including personal and financial information, including but not limited to, fund and bank account information, data, and text (“User Content”). Subject to certain provisions in the Terms, you retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service.
11.2 Limited License Grant to The Coterie. By providing User Content to or via the Service, you grant The Coterie, subject to any requirements in its Privacy Policy, a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed to provide the Service to you and to develop, operate, and maintain our products and services.
11.3 User Content Representations and Warranties. The Coterie disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you represent, warrant and covenant that:
a. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize The Coterie and users of the Service to use and distribute your User Content (including when you are an Authorized User) as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by The Coterie, the Service, and these Terms; and
b. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause The Coterie to violate any law or regulation.
11.4 Monitoring Content. The Coterie does not control and does not have any obligation to monitor: (a) User Content; (b) any content made available by third parties; or (c) the use of the Service by its users. You acknowledge and agree that The Coterie reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time The Coterie chooses to monitor the content, The Coterie still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.
12. Communications.
12.1 Text Messaging. The Coterie and those acting on our behalf may send you text (SMS) messages at the phone number you provide us. These messages may include operational messages about your use of the Service, as well as marketing messages. You may opt out of receiving marketing text messages at any time by sending an email to help@thecoterie.me indicating that you no longer wish to receive marketing texts along with the phone number of the mobile device receiving the texts. You may continue to receive text messages for a short period while we process your request, and you may also receive text messages confirming the receipt of your opt-out request. Operational text messages are essential to the Service. If you do not wish to receive operational text messages from us, do not use the Service. Text messages may be sent using an automatic telephone dialing system. Your agreement to receive marketing text messages is not a condition of any purchase or use of the Service. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier.
12.1 Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when the app is not on. You can turn off notifications by visiting your mobile device’s “settings” page.
12.2 Email. We may send you emails concerning out products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
13. Prohibited Conduct.
BY USING THE SERVICE YOU AGREE NOT TO:
a. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
b. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
c. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
d. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
e. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
f. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 8) or any right or ability to view, access, or use any Materials; or
g. attempt to do any of the acts described in this Section 13 or assist or permit any person in engaging in any of the acts described in this Section 13.
14. Modification of these Terms.
We reserve the right to change these Terms on a going-forward basis at any time upon 7 days’ notice, which notice may be provided through the Service or by email. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon the date specified in the notice to you or the date of your acceptance of the modified Terms, whichever is earlier. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 14, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
15. Term, Termination and Modification of the Service
15.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 15.2.
15.2 Termination. If you violate any provision of these Terms, your authorization to access the Service and your rights and any of The Coterie's obligations to you under these Terms automatically terminate. In addition, The Coterie may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for such or any reason or no reason, with or without notice. You may request to terminate your account and these Terms by contacting customer service at help@thecoterie.me; however, with respect to certain Services (including but not limited to product offerings that bind you to agreements concerning an investment you are making or have made) and where you are an End User, your obligations under these Terms would remain in effect even after you stop accessing the Service.
17.1. General.
15.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay The Coterie any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 7.3, 8, 15.3, 16, 17, 18, 19 and 20 will survive.
15.4 Modification of the Service. The Coterie reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, with or without notice to you. The Coterie will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.
16. Indemnity.
To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend, hold harmless, and indemnify The Coterie and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “The Coterie Entities”) from and against every claim and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs (the "Damage"), arising out of or connected with: (a) you or your Authorized Users' use of the Service, except to the extent the Damage was caused by the gross negligence or willful misconduct of The Coterie; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right by you or your Authorized Users, agents, and representatives (collectively, "Your Representatives); (d) any dispute or issue between you and any third party, including your Intermediary or a government agency; (e) bodily injury or damage to tangible or intangible property resulting from Your Representatives in relation to this Agreement; (f) negligence or more culpable conduct of Your Representatives in relation to this Agreement; (g) your User Content; (h) misuse, infringement, misappropriation, or violation of the Materials and other intellectual property owned by The Coterie or its suppliers by Your Representatives. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
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17. Disclaimers; No Warranties
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. THE COTERIE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE COTERIE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND THE COTERIE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR THE COTERIE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE COTERIE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER, INCLUDING ANY AUTHORIZED USERS. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT. YOU FURTHER UNDERSTAND AND AGREE THAT THE COTERIE IS NOT RESPONSIBLE FOR ANY ACTIONS TAKEN BY AUTHORIZED USERS THROUGH YOUR ACCOUNT, INCLUDING THEIR PROVISION OF INFORMATION ABOUT YOU TO US, FINANCIAL TRANSACTIONS AND INVESTMENTS MADE ON YOUR BEHALF, AND TRANSFERS OF FUNDS.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. THE COTERIE DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT THE COTERIE IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
17.2 Capital Call Management. The Service may include features that allow you to view, manage and facilitate capital call payments. If you elect to use the capital call payment features, it is your sole responsibility to allow sufficient time to process payments related to any capital call. It may take up to four business days to effectuate any capital call payment you authorize and The Coterie may put a hold of up to an additional three business days on any capital call amounts of $25,000 or more. We make no representations, warranties or other guarantees as to the timeliness of your capital call payment, or that your capital call payment will ultimately be successful. You acknowledge and agree that in some cases your capital call payment may be late or may not be successfully processed through the Service, and that The Coterie shall have no liability whatsoever for any loss arising therefrom.
If The Coterie facilitates a capital call payment and the ACH funds from your source bank account do not clear, you must immediately provide to The Coterie funds sufficient to cover the capital call payment amount.
We reserve the right to (i) modify the capital call payment processing timeframes and dollar amount thresholds triggering a hold and (ii) suspend or terminate our facilitation of your capital call payments, at our sole discretion and without notice to you.
10.5 Onboarding, Reporting, and Other Processes. It is your sole responsibility to keep track of and validate the onboarding and other processes managed through the Service. The Coterie makes no representations, warranties, or other guarantees as to the timeliness, accuracy, or success of your checks, onboarding, subscription documents, or other processes available through the Service. You acknowledge and agree that in some cases your onboarding and other tasks may be late or may not be successfully processed through this Service, and that The Coterie shall have no liability whatsoever for any loss arising therefrom. The Coterie reserves the right to (i) modify the onboarding, reporting, document management, and other processes and (ii) suspend or terminate The Coterie's facilitation of your onboarding and other processes through the Service, at The Coterie's sole discretion and without notice to you.
18. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COTERIE ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR OR YOUR AUTHOIZED USER'S ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY THE COTERIE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 19.6 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE COTERIE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO THE COTERIE FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 18 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
19. Dispute Resolution and Arbitration
19.1 Generally. In the interest of resolving disputes between you and The Coterie in the most expedient and cost effective manner, and except as described in Section 19.2 and 19.3, you and The Coterie agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND THE COTERIE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
19.2 Exceptions. Despite the provisions of Section 19.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
19.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 19 within 30 days after the date that you agree to these Terms by sending a letter to The Coterie.Me, Inc., Attention: Legal Department – Arbitration Opt-Out, 77 Geary Street, 5th Floor, San Francisco, California 94108 that specifies: your full legal name, the email address associated with your account on the Service,, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once The Coterie receives your Opt-Out Notice, this Section 19 will be void and any action arising out of these Terms will be resolved as set forth in Section 20.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
19.4 Arbitrator. Any arbitration between you and The Coterie will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting The Coterie. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
19.5 Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). The Coterie’s address for Notice is: The Coterie.Me, Inc., 77 Geary Street, 5th Floor, San Francisco, California 94108. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or The Coterie may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or The Coterie must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by The Coterie in settlement of the dispute prior to the award, The Coterie will pay to you the higher of: (i) the amount awarded by the arbitrator; or (ii) $10,000.
19.6 Fees. If you commence arbitration in accordance with these Terms, The Coterie will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco County, CA, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse The Coterie for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
19.7 No Class Actions. YOU AND THE COTERIE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and The Coterie agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
19.8 Modifications to this Arbitration Provision. If The Coterie makes any future change to this arbitration provision, other than a change to The Coterie’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to The Coterie’s address for Notice of Arbitration, in which case your account with The Coterie will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
19.9 Enforceability. If Section 19.7 or the entirety of this Section 19 is found to be unenforceable, or if The Coterie receives an Opt-Out Notice from you, then the entirety of this Section 19 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 20.2 will govern any action arising out of or related to these Terms.
20. Miscellaneous
20.1 General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and The Coterie regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
20.2 Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and The Coterie submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco County, CA for resolution of any lawsuit or court proceeding permitted under these Terms.
20.3 Privacy Policy. Please read the The Coterie Privacy Policy carefully for information relating to our collection, use, storage, disclosure of your personal information. The Coterie Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
20.4 Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
20.5 Contact Information. The Service is offered by The Coterie.Me, Inc., located at 77 Geary Street, 5th Floor, San Francisco, California 94108. You may contact us by sending correspondence to that address or by emailing us at help@thecoterie.me.
20.6 Notice to California Residents. If you are a California resident, 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.
20.7 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
20.8 International Use. The Service is operated from California, and intended solely for visitors located within the United States. We make no representation that the Service or Materials included in the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.
21. Notice Regarding Apple.
This Section 21 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and The Coterie only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third party terms when using the Service. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
