TERMS OF USE

Last Update: May 1, 2023

COPIT VERTICAL MARKETPLACE, Inc. d/b/a (“copit”, “we”, “us”, or “our”) provides a platform for buying and selling new and used items through our web app (“Web”), our mobile applications (“Apps”), and any other properties that link to these Terms of Use (collectively, the “Service”). Through the Service, users can list items for sale by taking and uploading photos and entering a sale price, as well as the size and condition of the item (“Sellers”). Users can also consign with us through the same process to avoid additional hassle involved with shipping and relisting and returning. Furthermore, Users can browse listings by Sellers and can choose to purchase the items listed for sale by Sellers (“Buyers”).

Please review and familiarize yourself with these legally binding Terms of Use (these “Terms”), which contain a binding arbitration provision under “Dispute Resolution”. By using our Service, you agree to submit any claims against us to binding and final arbitration, unless you follow the opt-out procedures described below under “Dispute Resolution” or unless a limited exception described in these Terms applies. If you do not opt out of the binding arbitration provision, you will only be allowed to pursue claims against us on an individual basis, and not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis. These Terms govern your access to and use of the Service and, unless stated otherwise in these Terms, all Collective Content (as defined below). By using our Service, you enter into a legally binding agreement with copit.

We want to make sure that you're fully informed when using our Service, so please take a moment to review our additional terms, policies, and guidelines that apply to specific parts of the Service. These can be found on our Web or Apps, and include our Privacy Policy, which may be found at copit privacy, our Fee Policy, which may be found at copit fees, our Purchases and Returns Policy, which may be found at copit returns, our Buyer Protection Policy, which may be found at copit protection, our Copyright and Intellectual Property Policy, which may be found at copit copyright. It's important to read and understand all of these terms, policies, and guidelines to ensure a smooth and successful experience using our Service.

TERM RELATED KEYS

“Collective Content” refers to two types of content: content posted by registered users and content made available by copit. The term “Content” encompasses various types of materials including text, graphics, images, music, software, audio, video, and information.

“copit Content” includes all the materials that copit provides through the Service, which includes licensed content from third parties but excludes any content submitted by registered users.

A “Registered User” is someone who has completed copit’s account registration process, as described in the “Account Registration” section below.

“Registered User Content” refers to any materials that a Registered User uploads, posts, submits, publishes, or transmits to be shared through the Service. Please note that some areas of the Web and Apps may have different terms and conditions posted or require additional agreement from you. If there is a conflict between these Terms and the terms for a specific area of the Web, Apps, Service, or Collective Content, the latter will take precedence.

By accessing or using the Service or posting any content through it, you are agreeing to these Terms, regardless of whether you have registered with the Service. If you do not agree to these Terms, you will not be able to use or access the Service or Collective Content. Thank you for using copit.

MODIFICATION

We reserve the right, in our sole discretion, make changes to the Service and these Terms. However, we promise to let you know if we make any updates. If we do make changes to these Terms, we will post the updated version on the Web and provide notice either by email or with a general notice on the Web. You can always find the "Last Updated Date" at the top of these Terms, so you know when they were last changed. We recommend checking back periodically to stay informed of any updates. If you continue to use the Service after we have modified the Terms, we will assume that you agree to the changes. However, if the changes are not agreeable to you, please stop using the Service. Thanks for your understanding!

ELIGIBILITY

Users of the Service must be at least 18 years old or have the permission and acceptance (to these Terms) of a parent or guardian. Access of the Service by anyone under the age of 13 is prohibited even with parental or guardian consent.

ACCOUNT REGISTRATION AND SECURITY

To access certain features and share your own content on the Service, you'll need to create an account by becoming a "Registered User". During registration, we'll ask you for some information, and we kindly ask that you provide us with accurate, current, and complete information. It's important to keep this information up-to-date, so please let us know if anything changes. We reserve the right to suspend or terminate your Account for any reason, including if we discover that any information you provided is inaccurate, outdated, or incomplete. It's important to keep your password safe, so please don't share it with anyone else. You're the only one responsible for any activity on your Account, regardless of who initiated it. If you notice any suspicious activity, please contact us right away. Thanks for being a part of our community!

INTELLECTUAL PROPERTY

We want to remind you that the Service and Collective Content may contain images and descriptions of fashion items and other content that are protected by copyright, trademark, or other laws in the United States and other countries. copit and its licensors exclusively own all right, title, and interest in and to the Service and Collective Content, including all associated intellectual property rights, unless otherwise stated in these Terms. Please do not modify, copy, frame, scrape, rent, lease, loan, sell, distribute, remove, obscure, or create derivative works based on any copyright, trademark, service mark, or other proprietary right contained on, incorporated in, or accompanying the Service or Collective Content, unless expressly provided for in these Terms..

The copit Trademarks displayed on the Service or Collective Content are trademarks or registered trademarks of copit. Other trademarks, service marks, logos, trade names, and other proprietary designations displayed on the Service or Collective Content may belong to their respective owners. Without our prior written permission in each instance, you agree not to use any of the copit Trademarks or any other trademarks or service marks displayed on the Service or Collective Content. All goodwill generated from the use of copit Trademarks will inure to copit 's exclusive benefit.

As long as you comply with these Terms, we grant you a limited, non-exclusive, non-transferable license to access, view, and print any Collective Content solely for personal and non-commercial purposes. Please do not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, or otherwise exploit the Service or Collective Content, except as expressly permitted in these Terms. Unless expressly stated, no licenses or rights are granted to you under any intellectual property rights owned or controlled by copit or its licensors, except for the licenses and rights expressly granted in these Terms. Any violation of these terms may result in immediate termination of your right to use the Service. Thanks for your cooperation!

REGISTERED USER CONTENT

We want to let you know that Registered Users are welcome to post, upload, publish, submit, and transmit Registered User Content on our Service. By making any Registered User Content available through the Service, you are giving copit and its users a worldwide, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, and otherwise exploit your Registered User Content. Please know that copit doesn't claim ownership rights in any Registered User Content, and nothing in these Terms will restrict your right to use and exploit your own Registered User Content. We trust that you'll only share content that you are allowed to use and that you're responsible for any content you share on our Service. Therefore, you represent and warrant that: (i) you're the sole and exclusive owner of all Registered User Content that you share on our Service or that you have all rights, licenses, consents, and releases that are necessary to grant the rights in such Registered User Content, as contemplated under these Terms; and (ii) neither the Registered User Content nor your sharing of it or copit's or its users' use of the Registered User Content (or any portion of it) will infringe, misappropriate, or violate a third party's patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. Thanks for being a part of our community!

FEEDBACK

We appreciate your ideas and suggestions for improving our Service and we encourage you to share your feedback with us. You can contact us directly to submit your Feedback. We want to let you know that all Feedback that you provide to us will be the sole and exclusive property of copit. Therefore, you are irrevocably assigning to copit, and agreeing to assign to copit, all of your right, title, and interest in and to all Feedback, including worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights. If necessary, we may request that you execute documents and take other actions to assist us in acquiring, perfecting, and maintaining copit 's intellectual property rights and other legal protections for the Feedback. Thanks for your contributions to the improvement of our Service!

GENERAL PROHIBITIONS

We want to make sure that everyone in our community has a positive experience on our Service. To help ensure this, we ask that you please follow the guidelines listed below when using the Service. Specifically, please agree not to do any of the following:

Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar, or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances.
Use, display, mirror, or frame the Service or any individual element within the Service, copit's name, any copit Trademark, or any other proprietary information of copit, without our express written consent.
Access, tamper with, or use non-public areas of the Service, our computer systems, or the technical delivery systems of our providers.
Attempt to probe, scan, or test the vulnerability of any of our systems or networks or breach any security or authentication measures.
Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Service or Collective Content.
Attempt to access or search the Service or Collective Content, or download Collective Content from the Service, through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third-party web browsers.
Use the Service to send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation.
Use any meta tags or other hidden text or metadata utilizing a copit Trademark, copit logo URL or copit product name without our express written consent.
Use the Service for any commercial purpose for the benefit of any third party or in any manner not permitted by these Terms.
Use Collective Content for any commercial purpose, for the benefit of any third party, or in any manner not permitted by these Terms.
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Service to send altered, deceptive, or false source-identifying information.
Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Service.
Interfere with, or attempt to interfere with, the access of any user, host or network, including by sending a virus, overloading, flooding, spamming, or mail-bombing the Service.
Take any action that imposes or may impose (as determined in our sole discretion) an unreasonable or disproportionately large load on our infrastructure or otherwise interferes with the functioning of the Service.
Collect or store any personally identifiable information from the Service about other users of the Service without their express permission.
Impersonate or misrepresent your affiliation with any person or entity.
Violate any applicable law or regulation.
Do anything else that we determine, in our sole discretion, misuses or otherwise negatively impacts the Service; or
Encourage or support any individual in doing any of the foregoing.

We take violations of our policies seriously and will investigate and prosecute to the fullest extent of the law. In case of violations, we may – at our discretion, involve law enforcement authorities. We have the right to review or edit any Registered User Content or monitor your access to the Service or Collective Content to ensure compliance with our policies and applicable laws. We may remove or disable access to any Collective Content, including any Registered User Content, that we consider objectionable or harmful to the Service, without prior notice.

LINKS

We provide links to third-party sites or resources for your convenience but we do not endorse them, and we are not responsible or liable for the availability, accuracy, or text, products, or services on or available from such sites or resources. Your use of any such sites or resources is solely at your own risk.

FEES

Registration for the Service, including listing is always free. However, we charge certain fees for various transactions on the Service to maintain our community and normal business operations. Our fee structure is available in our Fee Policy, and is incorporated into these Terms.

We reserve the right to change or discontinue fees temporarily or permanently, including for promotional events, and any changes to our Fee Policy will be effective when we post information about the changes through the Service. We may also change our Fee Policy at any time and in our sole discretion, and any changes to the Fee Policy are effective upon posting on the Web or upon written notice to any individual user.

CONSIGNORS

When you consign an item through the Service (including ReLIFE program), we ask that you comply with our rules and policies for Sellers outlined in our Selling on copit Policy and FAQ, both of which can be found at www.copit.ca/selling and www.copit.ca/faq, respectively. By doing so, you provide copit the authority to authenticate, listing presentation, sell, discount, ship, and manage dispute on your behalf for each consigned item listed on the Service, including the ReLIFE program.

SELLERS

When you list an item for sale on the Service, we ask that you comply with our rules and policies for Sellers outlined in our Selling on copit Policy and FAQ, both of which can be found at www.copit.ca/selling and www.copit.ca/faq, respectively. By doing so, you agree that you have the legal authority to sell each item you list on the Service, and that the photos, item name, and SKU you provide accurately represent the item you are selling.

BUYERS

When you purchase an item through the Service, we ask that you comply with our rules and policies for Buyers outlined in our FAQ and Purchases and Returns Policy, which can be found at www.copit.ca/faq and www.copit.ca/returns, respectively. We also ask that you read the full item listing before making a decision to purchase an item.

ONLINE COMMERCE PLATFORM

At copit, we provide an online commerce platform that allows Buyers and Consignors and Sellers to transact with one another.

For transactions in which a Seller directly sells to a Buyer through our platform, we want to make it clear that you, as a Buyer, are purchasing items from a third party, not copit. We do not take title to any items sold by a Seller to a Buyer through our platform, nor do we act as a Seller, Buyer, or affiliate for any transaction. While we may help facilitate the resolution of disputes and provide guarantees outlined in our Assurance of Authenticity, we do not guarantee (i) the existence, quality, safety, or legality of any item advertised; (ii) the truth or accuracy of any Seller’s listings; (iii) the ability of any Seller to sell items; (iv) the ability of any Buyer to pay for items; (v) that any Buyer or Seller will actually complete a transaction or return an item; or (vi) the legal transfer of any item from a Seller to a Buyer.

TERMINATION AND ACCOUNT CANCELLATION

We value our relationship with our users and want to ensure that everyone has a positive experience using our Service. However, if you breach any of these Terms, we may need to take action to protect our community. This may include suspending or disabling your Account or terminating these Terms as they apply to you. We reserve the right to revoke your access to and use of the Service and Collective Content at any time, with or without cause. Please note that when you register for the Service, you are free to choose any name to identify yourself to other Registered Users, but using a false name may result in the suspension or disabling of your Account or the termination of these Terms.

If we terminate these Terms for your breach, revoke your access to and use of the Service, or terminate or discontinue the Service and consequently these Terms, you will remain liable for all amounts due under these Terms. We hope it never comes to this, but if you do decide to cancel your Account, you can do so at any time by contacting us.

SURVIVAL

NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, ANY PROVISION OF THESE TERMS THAT IMPOSES OR CONTEMPLATES CONTINUING OBLIGATIONS ON YOU OR copit WILL SURVIVE THE TERMINATION OF THESE TERMS.

DISCLAIMERS

THE SERVICE AND COLLECTIVE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, copit EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. copit MAKES NO WARRANTY THAT THE SERVICE OR COLLECTIVE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS. copit MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SERVICES, COLLECTIVE CONTENT, OR ANYTHING ELSE PURCHASED OR OBTAINED THROUGH THE SERVICE OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SERVICE.

copit PERIODICALLY AMENDS, CHANGES, UPDATES, AND ALTERS THE SERVICE WITHOUT NOTICE. copit ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SERVICE. copit SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE CONTENT OF, OR ANY OTHER INFORMATION ON, THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM copit OR THROUGH THE SERVICE OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

INDEMNITY

We understand that sometimes things can go wrong and mistakes can be made. Therefore, you agree to protect, indemnify, and hold copit, its officers, directors, employees, agents, and representatives harmless from any claims, liabilities, damages, losses, and expenses, including reasonable legal and accounting fees, arising from your access to or use of the Service or Collective Content, or from your violation of these Terms. We reserve the right to assume all or any part of the defense of any such claims and negotiations for settlement, and you agree to fully cooperate with us in doing so.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICE AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER copit NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, ARISING OUT OF OR IN CONNECTION WITH: (I) THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE OR COLLECTIVE CONTENT; (II) THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE OR COLLECTIVE CONTENT; (III) ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE SERVICE OR COLLECTIVE CONTENT OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICE OR COLLECTIVE CONTENT; (IV) YOUR VISIT TO A VENUE RESULTING FROM YOUR USE OF THE SERVICE OR COLLECTIVE CONTENT; (V) PRICING, SHIPPING, FORMAT, OR OTHER GUIDANCE PROVIDED BY copit; (VI) DELAYS OR DISRUPTIONS IN THE SERVICE; (VII) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE SERVICE OR THOSE OF ANY SITE, SERVICES, OR TOOLS LINKED TO THE SERVICE; (VIII) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE SERVICE; (IX) DAMAGE TO YOUR HARDWARE DEVICE FROM THE USE OF THE SERVICE; (X) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES, INCLUDING ITEMS LISTED USING THE SERVICE OR THE DESTRUCTION OF ALLEGEDLY FAKE ITEMS; (XI) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT; (XII) THE DURATION OR MANNER IN WHICH ITEMS YOU LIST APPEAR ON THE SERVICE; OR (XIII) YOUR NEED TO MODIFY PRACTICES, CONTENT OR BEHAVIOR, OR YOUR LOSS OF ABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THESE TERMS OR OUR POLICIES, IN EACH CASE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT copit HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT copit SHALL NOT BE LIABLE TO YOU FOR YOUR ACTIONS OR COMMUNICATIONS USING THE SERVICE OR IN CONNECTION WITH THE SERVICE. copit SHALL NOT BE LIABLE FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE SERVICE OR ANY LINKED SITES OR FOR ANY INFORMATION OR PRODUCTS OBTAINED THROUGH USE OF THE SERVICE OR OTHERWISE ARISING OUT OF THE USE OF THE SAME, REGARDLESS OF THE FORM OF ACTION OR BASIS OF ANY CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE AGGREGATE LIABILITY OF copit SHALL BE LIMITED IN ACCORDANCE WITH THESE TERMS TO THE FULLEST EXTENT PERMITTED BY LAW.

WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WILL copit’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE OR COLLECTIVE CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO copit FOR USE OF THE SERVICE OR COLLECTIVE CONTENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND copit.

CONTROLLING LAW AND JURISDICTION

These Terms and any action related to these Terms will be governed by the laws of the Province of Ontario without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights will be the province and federal courts or the Courts of the Province of Ontario and each of you and copit waives any objection to jurisdiction and venue in such courts. If the agreement to arbitrate set forth below under the heading “Dispute Resolution” is found not to apply to you or to a particular dispute, claim or controversy, either as a result of your decision to opt out of the agreement to arbitrate or as a result of a decision by the arbitrator or a court order, the exclusive jurisdiction and venue for the resolution of such dispute, claim or controversy will be the Provincial and federal courts located in the Province of Ontario, Canada, and each of you and copit waives any objection to jurisdiction and venue in such courts.

NOTICE FOR ONTARIO USERS

Under Ontario Consumer Protection Act 2002 (CPA), Ontario and Canadian users of the Service are entitled to the following specific consumer rights notice: Consumer Protection Ontario of the Ministry of Government and Consumer Services, can be contacted in writing at 77 Wellesley Street West, PO Box 450, Toronto (Ont.) M7A 2J6, or by telephone at 1-416-326-8800.

ENTIRE AGREEMENT

These Terms represent the complete and inclusive understanding and agreement between you and copit concerning the Service and Collective Content. These Terms cancel and replace any previous oral or written agreements or understandings between you and copit regarding the Service and Collective Content.

ASSIGNMENT

You are not allowed to assign or transfer these Terms without our prior written consent. Any attempt to assign or transfer these Terms without such consent will be invalid. We may assign or transfer these Terms at our sole discretion and without restriction. Despite the foregoing, these Terms will bind and benefit you, copit, and the respective successors and permitted assigns of you and copit.

NOTICES

Any notices or other communications permitted or required under these Terms, including those about changes to these Terms, will be in writing and provided by copit: (i) through email to the address you provide to us or (ii) by posting on our web app. For notices made via email, the date of receipt will be considered the date on which such notice was sent.

DISPUTE RESOLUTION

You and copit agree that any dispute, claim or controversy that has arisen, or may arise, between you and copit out of or relating to these Terms (including previous versions of these Terms) or the breach, termination, enforcement, interpretation, or validity thereof, your use of or access to the Service, the actions of copit or its agents, or any products or services sold, offered, or purchased through the Service (collectively, “Disputes”) shall be settled by final and binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND copit AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR ONE PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER THIRD PARTIES. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court, subject to your and copit’s right to appeal the court’s decision. All other claims will be arbitrated.

Arbitration Rules and Governing Law. The arbitration will be administered by International Centre for Dispute Resolution Canada (ICDR® Canada) and will be governed the Commercial Arbitration Act (CAA) then in effect, except as modified herein. (The CAA Rules are available at www.icdr.org/rules or by calling the CAA at 1- 888-855-9575 If the CAA is unavailable for the arbitration, the parties will select an alternative private neutral arbitrator to conduct the arbitration in accordance with the CAA Rules. The use of the word “arbitrator” in this “Dispute Resolution” section shall not be construed to prohibit more than one arbitrator from presiding over an arbitration; rather, the CAA Rules will govern the number of arbitrators that may preside over an arbitration conducted under this “Dispute Resolution” section. The the Commercial Arbitration Act will govern the interpretation and enforcement of this “Dispute Resolution” section.

Arbitration process and selection of arbitrator:

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the CAA Rules by mail. The CAA provides a form Demand for Arbitration here. Unless you and copit otherwise agree, the arbitration will be conducted in the county where you reside within a reasonable time, without undue delay. All parties participating in arbitration shall have the right, at their own expense, to be represented by a spokesperson of their own choosing. If your claim does not exceed $10,000, then you or copit may elect to have the arbitration be conducted by telephone or solely on the basis of documents you and copit submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the CAA Rules. Subject to the CAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

If the CAA is unavailable for the arbitration and the parties must select an alternative private neutral arbitrator to conduct the arbitration, the parties will select such alternative arbitrator as follows: both copit and you will exchange a list of three preferred private arbitrators. If there is a common name on the two lists, that person will be appointed as the arbitrator. If multiple common names appear on the two lists, the parties will act in good faith and select one of the multiple common names. If there are no common names on the lists, the two arbitrators listed as the first name on each list will confer and appoint a third arbitrator who will conduct the proceeding (“Presiding Arbitrator”). If the parties agree to have more than one arbitrator preside over the arbitration, the Presiding Arbitrator will select the additional arbitrators taking into account any additional common names on submitted lists.

Arbitrator’s decision:

The arbitrator will render an award within the timeframe specified in the CAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. The arbitrator’s award shall be final and binding, but subject to review in accordance with applicable statutes governing arbitration awards. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.

Arbitration fees:

You and copit agree that, in accordance with the CAA Rules, the amount of the filing fee associated with the arbitration that is payable by you is capped at C$300, and copit will be responsible for payment of the balance of such filing fee in excess of C$300 and other administrative and arbitrator fees associated with the arbitration. In addition, if you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, copit will pay as much of your share of the filing fee as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.

Changes:

Notwithstanding the provisions of the “Modification” section above, if we change this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by contacting us) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and copit in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

Severability:

With the exception of any of the provisions under the Prohibition of Class and Representative Actions and Non-Individualized Relief subsection of this “Dispute Resolution” section, if an arbitrator or court decides that any part of this “Dispute Resolution” section is invalid or unenforceable, the other parts of this “Dispute Resolution” section will still apply.

Opt-out

You may opt out of this agreement to arbitrate. If you do so, neither you nor copit can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt out:

copit Attn: Legal Dept. - Arbitration Opt-out Suite 300, 2 Simcoe St S, Oshawa, ON L1H 8C1, Canada

You must include your name and residence address, the email address you use for your Account, and a clear statement that you want to opt out of this arbitration agreement.

WAIVER/SEVERABILITY:

copit understands that enforcing our policies may sometimes result in us not being able to enforce every provision of these terms. However, our failure to enforce any right or provision will not waive our right to enforce it in the future. Any waiver of a right or provision can only be effective if it is in writing and signed by one of our authorized representatives. Unless otherwise stated in these Terms, any remedies available to either party under these Terms will not be prejudiced by any other remedies available to them under these Terms or in any other way. If a court of competent jurisdiction finds that any provision of these Terms is invalid or unenforceable, we will enforce that provision to the maximum extent permitted, and the other provisions of these Terms will remain fully enforceable.

QUESTIONS

If you have any questions about these Terms or the Service, do not hesitate to talk to us.