Coolorca API Terms of Service

By clicking on the “Accept” button, you or the entity or company that you represent (“you,” “your,” “yours” or “licensee”) are unconditionally consenting to be bound by, are becoming a party to this Coolorca API Terms of Service (the “Agreement”), and are hereby representing and warranting that you are authorized to bind licensee to the terms of this Agreement. Your use of any portion of the API (as defined below) shall also constitute assent to the terms of this agreement. If you do not unconditionally agree to all of the terms of this agreement, click the “Decline” button and you will have no right to use the API. If these terms are considered an offer, acceptance is expressly limited to these terms to the exclusion of all other terms.

Coolorca API Restrictions & Ownership

You shall not (and shall not authorize or encourage any third party to), directly or indirectly: (i) rent, lease, loan, sell, sublicense, assign, or otherwise transfer any rights in or to the API; (ii) clone the API, or use the API to build an application programming interface, application or product that is competitive with any Coolorca service; (iii) remove any proprietary notices from the API (or any portion thereof); (iv) decompile, reverse engineer, disassemble, or derive the source code, underlying ideas, concepts or algorithms of the API (except as and only to the extent the foregoing restrictions are expressly prohibited by applicable statutory law); or (v) modify or create derivative works of the API. Coolorca shall own all right, title, and interest (and all related moral rights and intellectual property rights) in and to the API, including any copies and derivative works thereof. Coolorca does not grant you any rights or licenses relating to the API except as expressly and unambiguously set forth herein.

You shall provide accurate, true, current and complete information about yourself and further maintain and promptly update your information to keep it accurate, true, current and complete at all times. If you provide any information that is untrue, inaccurate, not current or incomplete, or Coolorca has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Coolorca has the right to suspend or terminate your license. Furthermore, as part of this Agreement, you agree that Coolorca may collect, store, use or disclose your personal information according to the terms of this Agreement and the Coolorca Privacy Policy.

You shall use the Coolorca Platform or API only as permitted in the Coolorca Terms of Service and shall not use the Coolorca Platform or API to undermine the Coolorca Platform in any way (including, without limitation, to gain improper benefits such as unearned traffic or customer orders, or to violate any rules, regulations, laws, or Coolorca terms or policies).

Coolorca Information Restrictions

In addition to and without limiting the restrictions in Paragraph 2 related to your use of the API, you will not directly or indirectly: (a) use any Coolorca Information (defined below) to gain any improper benefits from Coolorca, including, without limitation, sales traffic or orders that you did not legitimately obtain through your authorized transactions with Coolorca customers; (b) use any Coolorca Information for any marketing or promotional purposes, including targeting communications of any kind on the basis of the intended recipient being an Coolorca user; (c) create, sell, or distribute any products that incorporate or consist of the Coolorca Information; (d) disparage us or any of our respective products or services or any customer; (e) use Coolorca Information in any way inconsistent with our or your privacy policies or applicable law; (f) do anything to affect the operability of the Coolorca Platform, including modifying, adapting, violating the security of, or hacking any services provided or systems used by Coolorca; (g) use any Coolorca Information to violate the terms of this Agreement; or (h) do anything else that is not permitted under this Agreement.

Coolorca reserves its right to remove, limit, or otherwise restrict your access to Coolorca Information without prior notice and for any reason (including, without limitation, your or CoolorcaSellers’ violations of Coolorca policies, terms, or the law).

“Coolorca Information” means, collectively, the API software, order information, information related to Coolorca users, payment information or other information related to Coolorca transactions, information related to CoolorcaSellers or suppliers, or any other information acquired by you from Coolorca or otherwise as a result of this Agreement, the transactions contemplated by this Agreement, or the parties' performance under this Agreement.

Data Security

Pursuant to Section 1, Coolorca grants you certain rights to access and use the Coolorca Platform and the API, which rights may or may not include access to certain data related to Coolorca users. Coolorca hereby reserves its rights to remove, limit, or otherwise restrict your access to the Coolorca Platform or API and associated data related to Coolorca users when Coolorca determines, in its sole discretion, that you have violated the Agreement or that such actions are appropriate to protect or preserve the rights of Coolorca users. Without limiting the foregoing or any other restrictions in this Agreement, Coolorca may take such action in the event it learns that you are engaging in any of the following conduct: (a) reverse engineering, disassembling, reconstituting, decompiling, translating, altering, duplicating or creating derivative works (including in relation to the Coolorca source code, tools, algorithms, or otherwise); (b) tampering or removing any logo, trademark, copyright notice or any other statement of intellectual property ownership; (c) distributing, selling, reselling, leasing, licensing, sub-licensing, or otherwise using Coolorca Information without permission; or (d) circumventing or modifying Coolorca protocols or analytical tools, statistical tools, or other Coolorca systems.

Confidentiality

Except as expressly set forth in this Section 3, you agree not to disclose (or allow access to) any data or information derived or obtained from use of the API in any way (“Derived Information”) to any third party and agree you will limit access to the API (and any Derived Information) to your employees who are developing the App(s). In support of this obligation, you will apply at least the same security measures to protect access to Derived Information that you use to protect your own most confidential information. You may disclose Derived Information solely to third parties that both sell products through the Coolorca Platform and that agree in writing: (a) not to disclose such Derived Information; and (b) not to use such Derived Information for any purpose other than selling products through the Coolorca Platform. If you disclose Derived Information to a third party, then you are liable to Coolorca for their noncompliance with the restrictions of the foregoing sentence.

API Updates

If Coolorca provides you with any upgrades, patches, enhancements, or fixes for the API, then all items that are so provided will become part of the API, respectively, and subject to this Agreement. Notwithstanding the foregoing, Coolorca shall have no obligation under this Agreement to provide any such upgrades, patches, enhancements, fixes or any other support for the API.

Coolorca Trademarks

Subject to Coolorca’s express prior written consent, any trademark guidelines provided by Coolorca to you, and solely in connection with your use of the API, Coolorca hereby grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to copy and display Coolorca’s trademark or brand assets (the “Trademarks”). Notwithstanding the foregoing, you shall not: (a) use the Trademarks in any manner to communicate or suggest any sponsorship, affiliation or other connection between Coolorca and you other than in connection with your use of the Coolorca Platform; or (b) take any action to harm, adversely affect or diminish the goodwill associated with the Trademarks or other intellectual property rights of Coolorca, including without limitation, filing trademarks or copyrights or registering domain names that are comprised of or include any Trademarks, challenging Coolorca’s legal or other rights in and to any Trademarks or using any Trademarks in a manner that is disparaging or derogatory to Coolorca. Furthermore, Coolorca will have the right to perform quality assurance inspections of each such program and to withhold and/or suspend rights to use such Trademarks if the quality is not satisfactory to Coolorca in its sole discretion. Coolorca reserves all rights in and to the Content and all goodwill associated therewith. All uses of the Trademarks by you shall inure to the benefit of Coolorca, and you shall not acquire (directly or by implication) any right or license in the Trademarks except as expressly provided for in this Agreement.

Interoperability

Each of your applications using the API (an “App”) must maintain 100% compatibility with the API and the Coolorca Platform (including changes provided to you by Coolorca, which will be implemented in each App promptly thereafter). If any App uses or implements an outdated version of the API or the Coolorca Platform, you acknowledge and agree that such App may not be able to communicate with the Platform. You agree not to modify, extend, subset or superset the API to any extent. You understand that we may cease support of old versions or releases of the API.

Warranty disclaimer

Coolorca provides the API “as is” and without warranty of any kind, and hereby disclaims all express or implied warranties, including without limitation warranties ofSellerability, fitness for a particular purpose, performance, accuracy, reliability, and non-infringement.

Limitation of Liability

Under no circumstances and under no legal theory, including, but not limited to, tort, contract, negligence, strict liability, or otherwise, shall Coolorca or its licensors, suppliers or resellers be liable to you or any other person for any indirect, special, incidental, or consequential damages including, without limitation, damages for lost profits, loss of goodwill, or damages resulting from licensee’s use of the API. Coolorca’s liability for damages of any kind whatsoever arising out of this agreement shall be limited to $100. The foregoing will not apply to damages for bodily injury that, under applicable law, cannot be so limited. The foregoing limitations shall apply even if you have been informed of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, or may provide different mandatory limitations of liability; in those cases, the laws of the applicable jurisdictions will apply and the above limitation and exclusion therefore may not apply to you. Without limiting the foregoing, if you are located in, reside, or perform commercial transactions within the People’s Republic of China, then Coolorca’s liability for damages of any kind whatsoever arising out of this agreement shall be limited to direct pecuniary loss not to exceed $100, provided that you provide Coolorca with true and accurate evidence of such loss that Coolorca, within its discretion, accepts as satisfactory proof thereof.

Compliance with Law & Additional Privacy Terms

In connection with this Agreement and as additionally set forth in the Seller Terms of Service, you agree to comply with all applicable laws, including without limitation, all legislation, statutes, regulations and other enactments having the force of law and all industry codes, policies or guidelines and any applicable direction, statement of practice, policy, rule or order given by a regulator which apply from time to time in the country from which or to which the items are sold and/or offered ("Applicable Laws and Regulations"). Without limiting the foregoing, if you are located in, reside, or perform commercial transactions within the People’s Republic of China, you agree to adhere to all Applicable Laws and Regulations of the People’s Republic of China, including without limitation any Cyber Security Laws of the People’s Republic of China (collectively, the “PRC Laws and Regulations”); you further agree to cooperate with and provide reasonable assistance as requested by Coolorca in any action or other matter related to or resulting from the PRC Laws and Regulations.

In connection with your use of the Coolorca Platform and any other services offered by Coolorca, and subject to the Coolorca Terms, you understand and agree that Coolorca may disclose certain information about you to suppliers, consumers or other third-parties, including your:

Name
Email Address
Payment Method or Financial Account Information
Shipping Address
Phone Number
Social network account credentials
Sales information
Coolorca identifications or usernames

Miscellaneous

This Agreement, along with the Coolorca Terms, represents the complete agreement concerning the subject matter hereof between the parties and supersedes all prior agreements and representations between them. In the event of any conflict between the Coolorca Terms and this Agreement relating to the use of the API, this Agreement shall control. Except as otherwise set forth in the Coolorca Terms, this Agreement may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of Coolorca to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit Coolorca’s rights with respect to such breach or any subsequent breaches. Coolorca may revoke your license to the API at any time and for any (or no) reason by communicating this revocation to you. This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever without Coolorca’s consent and any action or conduct in violation of the foregoing shall be void and without effect. Coolorca expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. This Agreement shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within California. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the JAMS Streamlined Arbitration Rules & Procedures, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. Use of the API is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section.

Termination of Service & Indemnification

Without limiting any other rights or remedies of Coolorca, Coolorca may, without notice, and without refunding any fees, immediately terminate your access to the API and/or the Coolorca Platform if Coolorca determines, in its sole discretion, that you have: (a) violated or are acting inconsistently with the letter or spirit of this Agreement; (b) engaged in improper or fraudulent activity in connection with Coolorca or the Coolorca Platform; (c) violated the law or relevant regulations; or (d) engaged in conduct or have performed actions that may cause potential legal liability or financial loss to Coolorca, itsSellers, or its users. Furthermore, Coolorca may terminate this Agreement for any other reason with 30 days’ notice provided to you (including by email or through the Coolorca Platform).

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU RELEASE US AND AGREE TO INDEMNIFY, DEFEND AND HOLD COOLORCA, ITS AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, AND PARTNERS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES (ACTUAL AND CONSEQUENTIAL), LOSSES AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR IN ANY WAY RELATED (A) YOUR ACTUAL OR ALLEGED BREACH OF ANY OBLIGATIONS IN THIS AGREEMENT; (B) YOUR PRODUCTS, SERVICES OR CONTENT, INCLUDING, WITHOUT LIMITATION, ANY ACTUAL OR ALLEGED INFRINGEMENT OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS, VIOLATION OF ANY PRIVACY RIGHT OR THIRD-PARTY AGREEMENT, VIOLATION OF ANY APPLICABLE LAWS, RULES, OR REGULATIONS, PERSONAL INJURY, DEATH OR PROPERTY DAMAGE RELATED THERETO; AND (C) YOUR USE OF THE SERVICES (INCLUDING ANY ACTIONS TAKEN BY A THIRD PARTY USING YOUR ACCOUNT). YOU WILL USE COUNSEL REASONABLY SATISFACTORY TO US TO DEFEND EACH INDEMNIFIED CLAIM. IF AT ANY TIME WE REASONABLY DETERMINE THAT ANY INDEMNIFIED CLAIM MIGHT ADVERSELY AFFECT US, WE MAY TAKE CONTROL OF THE DEFENSE AT OUR EXPENSE. YOU MAY NOT CONSENT TO THE ENTRY OF ANY JUDGMENT OR ENTER INTO ANY SETTLEMENT OF A CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT. You agree that, to the extent there are sufficient funds within your Coolorca account, Coolorca use such funds to compensate Coolorca for the above-mentioned indemnity obligations.

Process after Termination

Following the termination of the Agreement, and unless otherwise required by law, policy, or regulation, Coolorca is not responsible for maintaining any information related to you or your accounts, or for forwarding any such information to you or any third parties. Notwithstanding the foregoing, Coolorca shall determine, in its sole discretion, whether it shall preserve your data, records, or other information made available or provided by you to Coolorca. Furthermore, following the termination of the Agreement, Coolorca shall maintain and hereby reserves all rights and remedies against you related to your violation of the law, policies, regulations, or this Agreement.