Last Updated: Dec 01, 2015
Welcome to Buycott! You’re reading our Terms of Service (“Terms”), an agreement between you and Buycott, Inc. (“Buycott”) for your use of our services platform. Our services platform helps to encourage socially conscious consumer purchasing by enabling consumers (“Consumers”) to share information and concerns about products, services and/or companies, and users (Consumers or otherwise) to create campaigns about certain Causes (defined below) (“Campaigns”). The users who create campaigns are called “Campaign Creators”. The platform is available at www.buycott.com (the “Site”) and through our mobile app (“App”). To make these Terms easier to read, our platform, the Site and the App are collectively called the “Services”.
Agreement to Terms
By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.
Privacy Policy
Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services is subject to our Privacy Policy.
Changes to Terms or Services
We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site and App or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
ARBITRATION NOTICE: IF YOU ARE ACCESSING AND USING THE SERVICES AS AN INDIVIDUAL (NOT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY), UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “AGREEMENT TO ARBITRATE” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “AGREEMENT TO ARBITRATE” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND BUYCOTT WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
The Services for Consumers and Campaign Creators
We want to make it clear that Buycott is a technology services and platform provider. Through the Services, we offer a technology service and platform to allow Consumers to comment on and raise concerns about products, services, and/or companies (“Causes”) and to connect with one another.
The Services also enable Campaign Creators to create Campaigns addressing Causes. Anyone can create a Campaign, whether or not you are doing so as a Consumer, on behalf of a company, or otherwise. Whatever your role, if you create a Campaign, you are a Campaign Creator. Your Campaign can be directed towards a Cause both positively and negatively, or it can sit somewhere in between. We don’t mind what your Campaign is about, as long as it relates to a Cause and complies with these Terms of Service, including the Acceptable Campaign Policy set out below.
If you choose to create a Campaign, you represent and warrant to us that your Campaign is for a legitimate Cause; and that the information you provide about the Campaign is accurate. You are solely responsible for the integrity and legality of your Campaign. Through the Services, we want to stimulate conversations about socially conscious purchasing, so we encourage you to keep that in mind as you create your Campaign. Buycott isn’t there for you to vent your concerns about anything and everything. We want to have as many Campaigns as possible on the Services, but we reserve the right to reject or remove a Campaign for any reason in our absolute discretion.
Who May Use the Services
Eligibility
You may use the Services only if you are 13 years or older and capable of forming a binding contract with us, and are not barred from using the Services under applicable law.
Registration and Your Information
If you want to use certain features of the Services, including the App, you’ll have to create an account (“Account”). You can do this via the Site or through your account with certain third-party social networking services such as Facebook or Twitter (each, an “SNS Account”). If you choose the SNS Account option we’ll create your Account by extracting from your SNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the SNS Account permit us to access.
It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.
Feedback
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at info@buycott.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
No Endorsement
Buycott and the Services are about giving Consumers, Campaign Creators and other relevant third parties a voice in relation to socially conscious purchasing. We provide the Services, but the Services are about sharing your voices, not ours. We don’t endorse any Campaigns or the Causes to which they are directed. Nor do we have any obligation to screen or vet Campaigns or Causes. We’re not responsible for any damage or harm resulting from your communications or interactions with other Consumers, Campaign Creators or other third parties (such as a company that makes or markets the product that is the subject of a particular Campaign or Cause). Campaign Creators are not employees, agents or otherwise contractors of Buycott and we do not, in any way, supervise, direct, or control Campaigns.
Content and Content Rights
For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that Account holders (including you) provide to be made available through the Services. Content includes without limitation User Content.
As a Consumer, you might provide User Content in the form of posting a review about a certain company, or a photograph of a certain product that is the subject of a Campaign. As a Campaign Creator, you might provide User Content in the form of posting a description of your Campaign, or providing updates as to the Campaign’s progress.
Content Ownership, Responsibility and Removal
We don’t claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, we exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
Rights in User Content Granted by You
By making any User Content available through the Services you hereby grant to us a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify (for formatting purposes only), publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content to you and to other Account holders.
Notwithstanding the foregoing, we give you choices about how your User Content is distributed outside the Services and/or to third parties. For example, you can choose via the functionality of the Services whether or not you would like your User Content to be pushed to social media platforms such as Facebook and/or Twitter. If you choose this option, you hereby grant to us a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to distribute your User Content to the social media platforms that you select, via the Services.
You can also choose whether or not you allow us to communicate your User Content to third parties; for example, we might ask you if we can pass on your review of or comments about a certain product or company that is the subject of a Campaign, or purchasing information, to the company in question or the company that makes and/or markets that product. If you choose this option, you hereby grant to us a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform and distribute your User Content to third parties for the purposes of allowing those third parties to engage in the conversation about socially conscious purchasing. If you allow us to communicate your User Content in this way, sometimes we might anonymize your User Content or amalgamate it in a de-identifying way with the User Content of other Consumers, but we don’t guarantee to do so.
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Buycott on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services. Where we have pushed your User Content to Facebook or Twitter, you understand and agree that we can’t do anything about removing or deleting your User Content from these third party services – you have to contact those third party services and request removal directly from them. In addition, when we communicate your User Content to third parties, we cannot recall your User Content. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content, whether from the Services or otherwise. Therefore, we encourage you to be careful about what you post!
Rights in Content Granted by Us
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and view the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
Rights and Terms for Apps
Subject to your compliance with these Terms, we grant you a limited non-exclusive, non-transferable, non-sublicenseable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. We reserve all rights in and to the App not expressly granted to you under these Terms.
We want you to use the Services responsibly, whether you are a Consumer, a Campaign Creator or both. You agree not to do any of the following:
Acceptable Campaign Policy
If you are a Campaign Creator, you agree that you won’t create a Campaign for the purposes of doing any of the following:
DMCA/Copyright Policy
We respect copyright law and expect our users to do the same. It is our policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see our Copyright and IP Policy at buycott.com/copyright, for further information.
Links to Third Party Websites or Resources
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
Termination
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at info@buycott.com. Upon any termination, discontinuation or cancellation of Services or your Account, the following provisions will survive: ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
Warranty Disclaimers
THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM 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. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
IF YOU ARE A CONSUMER, WE MAKE NO WARRANTY WITH RESPECT TO ANY CAMPAIGN OR CAUSE. Your purchasing decisions are your own regardless of what you read and/or see on the Services.
IF YOU ARE A CAMPAIGN CREATOR, WE MAKE NO WARRANTY AS TO THE NUMBER OF CONSUMERS WHO WILL FOLLOW YOUR CAMPAIGN, OR AS TO THE SUCCESS OR THE PUBLICITY OF YOUR CAMPAIGN. BY CREATING A CAMPAIGN, YOU AGREE AND UNDERSTAND THAT CONSUMERS ARE FREE TO ENGAGE WITH YOUR CAMPAIGN IN ANY WAY THEY CHOOSE, WHETHER OR NOT SUCH ENGAGEMENT SUPPORTS OR TARNISHES YOUR CAMPAIGN.
Indemnity
You will indemnify and hold us and our officers, directors, employees and agents harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.
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 SERVICES AND CONTENT REMAINS WITH YOU.
NEITHER BUYCOTT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT BUYCOTT 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. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL BUYCOTT’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED ONE HUNDRED DOLLARS ($100).
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BUYCOTT AND YOU.
Governing Law
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.
If you are accessing and using the Services as an individual consumer (not on behalf of a company or other legal entity), you and Buycott agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) 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 (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide us with written notice of your desire to do so by email or regular mail at legal@buycott.com or 1613 Chelsea Road, Unit 267, San Marino, CA 91108 within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Buycott with an Arbitration Opt-out Notice, will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide us with an Arbitration Opt-out Notice, you acknowledge and agree that you and Buycott are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Buycott otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
Arbitration Process
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration and a separate Demand for Arbitration for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless you and Buycott otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Buycott 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 AAA Rules. Subject to the AAA 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.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Buycott will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Buycott will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provisions of the “Changes to Terms or Services” section above, if Buycott changes 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 email to legal@buycott.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Buycott’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Buycott 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).
Dispute Resolution for Companies
If you are accessing and using the Services on behalf of a company or other legal entity, any claim, cause of action or dispute between the company or other legal entity and Buycott arising out of or relating to these Terms or the Services and Content will be resolved exclusively in the U.S. District Court for the Northern District of California or a state court located in Santa Clara County, and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims.
General Terms
These Terms constitute the entire and exclusive understanding and agreement between Buycott and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Buycott and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Arbitration” section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Buycott’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Buycott may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by Buycott under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Contact Information
If you have any questions about these Terms or the Services, please contact us at info@buycott.com.