Terms of Use

Hi! Congratulations on being the sort of person who reads terms of use.  Awesome. Below, you’ll see the terms and conditions (“Terms of Use”) to which you must agree if you’re going to use any of Cotasys’s services. Our lawyers wrote that, and that’s the stuff that counts. We’ve also provided some plain language wording – how we’d explain it to someone that didn’t have the time to read and digest the whole thing. We hope it helps you make sense of this document, so that you can understand what you’re consenting to. Thanks for joining the Cota community!

Effective as of: October 15, 2020

You agree that this agreement complies with the terms of any applicable electronic documents legislation, including the requirement that this agreement is in writing, and is capable of being retrieved, reviewed, printed and stored for further use.

Welcome to the Cota website, an online service designed and offered by Cotasys Inc. and its affiliates (“Cotasys”) especially for small businesses around the globe. These Terms of Use are intended to explain our obligations as a service provider and your obligations as a user and subscriber. IT IS IMPORTANT THAT YOU READ ALL THE TERMS AND CONDITIONS CAREFULLY.

Please read this stuff or you won’t know the rules under which we will engage with you.

If you use this website, you are agreeing to be bound by these Terms of Use without any modification or qualification. IF YOU ARE DISSATISFIED WITH THE TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES OR PRACTICES OF OPERATING OUR SERVICE, UNLESS EXPRESSLY SET OUT IN THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. If for any reason you are unable to meet all the conditions set forth in these Terms of Use, or if you breach any of the Terms of Use contained herein, your permission to use Cota or access any of Cotasys’s Services (defined below) immediately lapses and you must destroy any materials downloaded or printed from the Cota website.

Cotasys offers a number of Additional Services each with their own Terms of Service (“Specific Additional Service Terms”) applicable in addition to these Terms of Use. When you use an Additional Service, you will be subject to the Specific Additional Service Terms. Note that if these Terms of Use are inconsistent with the Specific Additional Service Terms, those Specific Additional Service Terms will control. See Section X below.

Cotasys reserves the right to modify or change these Terms of Use at any time without giving prior notice. We shall, however, notify you of significant changes by posting an announcement on the Site. Your use of Cota is subject to the most current Terms of Use posted on the Site at such time. The most current version can be reviewed by clicking “Terms of Use” hyperlink at the bottom of our Site pages.

This is important. By using anything from Cotasys, you’re agreeing to be bound by everything in lawyer-approved sections. If you won’t or can’t agree to these terms, we can’t let you use Cota. The terms may change in the future. If the change is more than nominal, we’ll let you know and give you a chance to change your mind.

A. Definitions.

The following terms shall have the following meaning throughout the Terms of Use.

1. “Agreement” or “this agreement” refers to these Terms of Use.
2. “Applicable law” refers to the laws currently in force in the State of California, USA which shall govern this agreement.
3. “Site” means this website, all related web pages, and all related websites operated by affiliates or divisions of Cotasys, but does not include any third party websites which are linked to or may link from this website whether or not such third party websites are used in connection with the Services.
4. “Service” and “Services” refer to the online organisation services and other small business–related services and Support offered through Cota from time to time.
5. “Subscriber” refers to any person who maintains an account with us and utilizes our Services.
6. “Support” means technical support and assistance provided to users by Cota.
7. “Cotasys”, “we”, “us” and “our” shall refer to Cotasys Inc. and all its affiliates and subsidiaries.
8. “Cota” means the Site and all mobile applications and other applications which provide access to the Services offered by Cotasys and its affiliates from time to time.
9. “Cota Parties” includes Cota, its affiliates, subsidiaries, partners, service providers, suppliers and contractors and each of their respective officers, directors, agents, and employees.
10. “Cota Pros” means the persons and entities who have voluntarily registered with Cota to be listed on the Site as members of the Cota Pro Network in order to offer, for their own account, various technical support, financial consulting, accounting and bookkeeping services to Cota users.
11. “Cota Pro Network” means the online community of Cota Pros listed on the Site from time to time.
12. “You” and “user” shall refer to any person who visits the Site or uses Cota and includes a subscriber and its employees and agents.

Now we’re defining stuff. Most of this doesn’t need a translation.

We’re talking about Cotasys here, not about third parties.

B. General.

Cotasys grants you a non-exclusive, non-transferable limited license to use Cota and related resources in accordance with these Terms of Use. You agree not to infringe our intellectual property and the intellectual property of any third parties with whom we have partnerships, and you will comply with the terms of any applicable license agreements.

We’d love for you to use Cota, but you’re just using it. We still own it.

You agree that any notices, disclosures, agreements and other communications that we may deliver or communicate to you from time to time comply with the terms of any applicable electronic documents legislation, including the requirement that such documents be in writing, are capable of being retrieved, reviewed, printed and stored for further use by you.

You can print this if you want to keep it, right?

We’re going to communicate electronically with you. Take a look in the other section for some examples of what might be included.

We will provide these Communications to you by emailing them to you at the primary email address listed in your Account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to our Website. You further agree that your electronic signature has the same effect as your manual, physical signature.

I hope this doesn’t come as too much of a surprise, but when we say communicate electronically, we mean email.

By giving your consent, you are confirming that you are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your Account at a later date.

It’s your responsibility to ensure you can communicate by email.

How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by contacting us through Customer Support or as outlined in our Privacy Policy. If you withdraw your consent to receive Communications electronically, Cotasys may deny your registration for an Account, restrict or close your Account, or charge you additional fees for paper copies.

If you decide that we can no longer communicate by email, let us know and we’ll stop. If that happens, we might not be able to work together anymore.

Collaboration

You may provide access to certain websites and apps to authorized users (Dispatchers and/or Drivers). An authorized user is someone designated by you via the Add User functionality available in Cota. Such authorized users may have access to your account information and perform various tasks as instructed by you which include but are not limited to creating invoices, dispatching trips, and any other lawful tasks that you may prescribe. If you administer your Cota account on behalf of a business or corporation, you represent and warrant that you have the right to provide access to your Dispatchers and/or Drivers.

You can invite a Dispatcher and/or Driver to work with you in Cota. If you do, they can see your data and sometimes do things with it. Please only grant Dispatcher and/or Driver access if you have permission to do so.

Cotasys may, without notice or liability, add, discontinue or revise any aspect, mode or design of the Services which include but not limited to the scope of service, time of service, or to the software/hardware required for access to the Services. Cotasys may also limit the geographic locations or jurisdictions where certain Services may be available.

Sometimes things change, including Cota.

Without prejudice to the foregoing, should there be a failure of or error, omission, defect, deficiency, delay causing downtime, or inability of a subscriber to access the Services for any length of time, including as a result of the permanent termination of service, the subscriber acknowledges and agrees that, except as otherwise set out herein, its only remedy for any error, omission, defect, deficiency, delay or other failure of Cota or the Services whatsoever is to discontinue using Cota and the Services.

If the service we provide is less than awesome, your recourse is to stop using Cota.

You assume sole responsibility for and shall ensure that any information, data, documents or materials used, disclosed, entered into or created using Cota or in connection with the Services is accurate, reliable and complete and does not violate our content guidelines. You authorize us and our service providers and their vendors and subcontractors to monitor your website and your use of the Services. You represent and warrant that you have obtained all required consents and comply with all applicable legislation, including without limitation privacy legislation, in connection with any use and disclosure of information relating to the use of Cota and the Services. Cotasys accepts no responsibility for the accuracy of any information, data, documents or materials entered into or created using Cota or the Services except as otherwise set out herein. The input, posting or uploading of any information and the storage of any information, data, documents or materials on the Service by us does not constitute our endorsement nor warranty as to the compliance of such information or materials with applicable legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such information or materials.

This is software that crunches numbers and manages transportation services. If you put the wrong numbers in, Cotasys can not be responsible for the wrong numbers coming out or something bad happening. We will not be checking your work. Even if your numbers are correct, we aren’t going to certify that you’ve done what the government or anyone else needed you to do.

Other Information You Provide Us

While using the Services, we may also collect information from you about someone else. If you provide us with personal information about someone else, you are obligated to ensure that you are authorized to disclose that information to us, and that we, without further action, may collect, use, and disclose that information for the purposes described in this policy.

Cotasys may require you to assist with any requests by the individual to access or update their information, and you agree to do so.

You might give us some information about employees, contractors, or customers while using Cota. We’ll treat that information the same way we treat yours, as outlined in this policy. You’re stating you’ve got the necessary consent to do so.

C. Conditions of Usage.

You agree to use Cota and the Services for the purposes that they were intended and only in accordance with the terms of this agreement.

Cota is what it is. Don’t use it for something it’s not.

If you register an account, you agree, represent and warrant that you will provide us with true, current, complete and accurate information requested in the registration form and from time to time in connection with your use of Cota. Your registration for any of Cota constitutes consent to use any personal information which you provide us in such registration for the purposes set out in our Privacy Policy and for all uses ancillary thereto for which your consent may reasonably be implied. You also will select a username and password. You are responsible for keeping your user name, password, account details, and all information required in connection with your use of Cota confidential and up to date. If you are not the business owner and are registering an account on behalf of a business, you represent and warrant that you have been authorized and directed by your business's principals to open the account and that you have shared all user names, passwords and access credentials with other authorized representatives in your business and that you have provided us with the business contact information of at least one other person. If you leave the business and your business’s principal contacts us we may be required to provide access to the Cota account. You agree to hold harmless and release the Cota Parties from any liability if we do so.

When you register, don’t lie about who you are. By registering, you’re also agreeing to our Privacy Policy. Keep track of your login details, and keep them safe. If you’re creating an account on behalf of a business which you do not own, you must a) have permission, and b) share the login credentials with the owner.

Furthermore, you are entirely responsible for any activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your account. You agree to hold harmless and release the Cota Parties from any loss or liability whatsoever that you may incur as a result of someone other than you using your username, password or account, either with or without your knowledge. You agree to indemnify the Cota Parties for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not you were directly or personally responsible.

You’re responsible for what happens in your account.

D. Online Access to Financial Institutions, Cota Pros and Other Services.

Certain online services (including access to online banking, online payments, online invoicing, digitization, storage of receipts, certain payroll related services, the Cota Pro Network and other online services related to the use of the Site) are provided by financial institutions and other third party service providers and not by us. You agree to hold harmless and release the Cota Parties from any liability relating to your use of such online services, including the Cota Pro Network and the Cota Pros. Your access to and conditions of use of such services may be limited in accordance with the terms of use published by such third party providers. You represent and warrant that you have the right to provide us with usernames, passwords, personal information and other access credentials which we may require to access any third party services or accounts in connection with the Services.

Cotasys does not provide professional accounting services. If you use the Cota Pro Network, you agree that you do so at your own risk. Unless expressly stated to the contrary, Cotasys does not pre-qualify, review, or endorse Cota Pros and we provide no representation or warranty as to the background, reputation, character, qualifications, skills, insurance, work product, services, advice, recommendations or quality of the Cota Pro. If you use a Cota Pro, you acknowledge that you are doing so at your own risk and hereby agree to release and hold Cotasys harmless from any or Claims arising from your use of the Cota Pro, as further set out in section I below. Cotasys does not purport to provide you with any financial or accounting advice and you agree to release and hold Cotasys harmless for and from any Claims (as defined below) arising from your use of a Cota Pro to provide you with technical support in relation to Cota, as further set out in section I below.

Sometimes you can use Cota in conjunction with services from other companies. What you do with those other companies is up to you and them to work out. That includes fees they may charge you. If you need to provide Cota with login credentials for that other company, in order to make things work, you will only do so if you have permission.

E. Software Notice.

In the event that a user is required to download or use software in connection with the Services, he or she shall be unable to download and access such software unless he or she first agrees to the license agreement relating to such software. Use of any such software is governed by these Terms of Use and any such license agreement.

For installable software, you’ll have to agree to a license agreement before you can use it.

F. Copyrights, Trademarks and Intellectual Property.

Cotasys and its licensors and suppliers own both the proprietary rights as well as the intellectual property rights to all URLs, materials, products, web content, web page designs, web page layouts, images, text, tools, utilities and software that make up the Services, but excluding your data and information which you provide to us or input using Cota and the Services. The technical procedures, processes, concepts and methods of operation that are inherent within Cota constitute trade secrets. The usage of our Services does not constitute a sale or transfer of any intellectual property rights to the users. Without any prejudice to the foregoing, any information or data entered using Cota by a user or otherwise provided for accessing Cota on the user’s behalf shall at all material times remain the property of the user. The user hereby grants to Cotasys a worldwide, perpetual, royalty free, nonexclusive right and license to use all content provided by the user in connection with Cota and the Services for uses related to the delivery of the Services.

You own all your data. We own everything we’ve created. You give us permission to do things like crunch numbers for you.

Materials on and relating to Cota, including the content of Cota and any software downloaded from Cota, are protected by copyright, trade-mark and other intellectual property laws. Subject to your ownership of your user content and data, Cotasys reserves all rights in and to such materials. The subscriber will not make, store, download, transfer, sell, reproduce, redistribute, transfer to any other server, modify, reverse engineer or copy the Services or any of the materials or software or any part of Cota or any content therefrom without Cotasys’s express written consent. You will also take all reasonable steps to forestall any unauthorized use, copying or transfer of materials on or relating to Cota.

Another way of saying that you own all your data, and Cotasys owns everything we’ve created. You agree not to try to duplicate, copy or steal anything we’ve created.

Notwithstanding the above, you may, subject to the following conditions, use individual screen displays (screenshots) which you generate as a subscriber using the Services. Your use of screenshots is subject to the following:

1. No screenshot may be used from any beta version of Cota unless it has been commercially released to the public;
2. the use is for illustrative purposes;
3. the use may not imply any endorsement or affiliation by or with Cotasys;
4. the screenshot does not contain any commentary which may appear to have been attributable to us;
5. the screenshot does not contain any third party content; and
6. the use does not infringe on any of these terms of use.

Cotasys has rights to several trade-marks which it uses in connection with the operation of Cota. Cotasys does not grant the users any right or license to use the Cotasys trade-marks or any logo, trade-name or other intellectual property other than as expressly set out herein and in other licenses between you and us.

G. Prohibited Use.

The users shall access the information stored using the Services for lawful purposes only and may not use such information for the purpose of committing or furthering fraudulent acts or for committing any acts that would give rise to both or either civil and criminal liability.

You’re not allowed to use Cota to do or help anything illegal or bad.

The users agree not to publish, post, upload, distribute, provide or enter any material or information that is illegal, unlawful or can be regarded as fraudulent, libelous, malicious, threatening, offensive, profane, obscene, fanning ethnic or racial tensions, immoral or any such information which any reasonable person would consider objectionable on grounds of good conscience.

Don’t use Cota to spread bad stuff.

No user shall use any means to restrict or prevent another user from accessing or enjoying Cota.

Don’t do anything that gets in the way of other Cota customers.

No user shall be permitted to upload material into Cota that he or she ought to know infringes on the intellectual property of others, or upload material that places unnecessary load as to affect the performances of our websites, systems and equipment. You may not use Cota and the Services in a manner which could block access to, impair, damage or otherwise disable Cota or any of our servers. You may not attempt to gain unauthorized access to Cota or to any other user’s accounts, computer systems or networks through password mining, keystroke logging, hacking or any other means. You will not upload any files that contain viruses, Trojan horses, malware, spyware, worms, corrupted files or any other material or software that may damage the operation of another computer. Any and all materials uploaded are subject to applicable laws.

Don’t upload things that don’t belong to you. Don’t try to break anything. Don’t try to get into Cota’s secure machines and systems, or anyone else’s account.

No user shall lease, sell, pledge, sublicense, assign or otherwise deal with the software belonging to Cota in a manner that is inconsistent with our intellectual property rights over the software.

Cota belongs to Cotasys; don’t try to sell it or anything like that.

No user shall promote any commercial interest, falsify or delete any information on Cota, collect personal information without express authority to do so, violate any applicable laws, create a false identity or utilize Cota under false pretences.

More bad things you’re not allowed to do, like pretending to be someone you’re not, or breaking laws.

I. Limitation of Liability.

THE SUBSCRIBERS AND THE USERS HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE THE COTA PARTIES FROM ANY AND ALL MANNER OF RIGHTS, LOSSES, COSTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY LOST PROFIT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (COLLECTIVELY, A "CLAIM") WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH (I) THIS AGREEMENT; (II) THE USE OF COTA AND ITS SERVICES AND ANY RELATED APPLICATIONS INCLUDING THE PRO NETWORK AND THIRD PARTY SERVICES; (III) THE USE OF ANY SOFTWARE RELATED TO COTA; (IV) VIRUSES, SPYWARE, SERVICE PROVIDER FAILURES OR INTERNET ACCESS INTERRUPTIONS; (V) LOSS OF USE, LOSS OF DATA, ERROR, INACCURACY OF DATA, PAYMENT FAILURE, PAYMENT DEFECT, INACCURATE CALCULATIONS (EXCEPT AS OTHERWISE SET OUT HEREIN), DOWNTIME, IDENTITY THEFT, FRAUD OR UNAUTHORIZED ACCESS; OR (VI) ANY INFORMATION, DOCUMENT, MATERIALS, TOOLS, UTILITIES, PRODUCT OR DATA THAT RELATING TO THE USE OF COTA AND THE SERVICES; WHETHER SUCH CLAIM IS BASED IN CONTRACT OR TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM, OR SUCH CLAIM WAS REASONABLY FORESEEABLE AND NOTWITHSTANDING THE SUFFICIENCY OR INSUFFICIENCY OF ANY REMEDY PROVIDED FOR HEREIN OR IN ANY LICENSE.

The lawyers are in full swing, capital letters and all. Essentially, you agree that the only parts where Cotasys accepts liability are those places below where we explicitly say so.

FOR GREATER CERTAINTY, IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, COTA AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, MISUSE, ERROR, OR LOSS OF DATA ARISING FROM SUCH ACCESS AND USE.

EXCEPT IN THE MANNER PROVIDED FOR IN THESE TERMS OF USE, COTASYS, ITS LICENSEES, AFFILIATES, AND THIRD PARTY SERVICE PROVIDERS, DISCLAIM, AND EXPRESSLY DO NOT PROVIDE ANY DIRECT OR INDIRECT, EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OR MERCHANTABILITY OR MERCHANTABLE QUALITY; OR THAT COTA, THE SERVICES, ANY THIRD PARTY SERVICES AND ONLINE SERVICES, AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY WILL: (I) BE FIT OR SUITABLE FOR ANY SPECIFIC PURPOSE OR INTENDED USE; (II) MEET THE USERS' REQUIREMENTS AND EXPECTATIONS; (III) BE UNINTERRUPTED, FLAWLESS, TIMELY, ACCURATE, RELIABLE, SECURE OR ERROR FREE, OR; (IV) BE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT COTA AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS AND YOU AGREE TO USE COTA, THE SERVICES, ANY THIRD PARTY SERVICES AND ONLINE SERVICES, AND ANY CONTENT, MATERIALS, TOOLS, UTILITIES, SOFTWARE AND FUNCTIONALITY RELATED TO COTA AT YOUR OWN RISK. YOU AGREE TO DETERMINE THE SUITABILITY OF COTA AND SERVICES FOR YOUR INTENDED USE AND AGREE TO VERIFY ALL RESULTS OBTAINED USING COTA AND THE SERVICES.

More capital letters saying that Cotasys’s liability is limited to the areas we explicitly say so.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 IN CONNECTION WITH ANY RELEASE PROVIDED BY YOU IN THESE TERMS OF USE, INCLUDING THE FOREGOING, WHICH SECTION STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

If you’re lucky enough to live in California, you waive Civil Code 1542.

J. Termination of Service.

Cotasys may terminate this agreement and your use of Cota at any time and for any reason with reasonable notice to you and without notice if you breach any of these terms or we suspect you of fraud or suspect that your Account has been compromised in any way. Subscribers may use Cota on an at-will basis until the agreement has been terminated by either party pursuant to the terms of this agreement or any related license agreement. You may also terminate this agreement by following the “Close your Cota Account” instructions found on your Account page. In the case of a company, upon an order or a resolution being passed for the purposes of winding up the business activities other than for the purposes of amalgamation, merger or reconstruction or upon a composition agreement being made with the creditors.

Upon such termination, you must immediately cease using Cota indefinitely. We may at our option immediately block your access to Cota.

If you break the rules, we can close your Cota account(s). You can also unsubscribe easily anytime you want.

K. Ownership and Disclosure of Information.

You own all of your business’s private data, content and all information which you enter and use in connection with the Services. We do not claim any rights, proprietary or otherwise over any data or information which you may use or disclose in connection with the Service and Cota. Notwithstanding the above, there may be circumstances in which we may be required to disclose data, such as the following:

1. For the purposes of fraud prevention and law enforcement;
2. To comply with any legal, governmental or regulatory requirement;
3. To our lawyers in connection with any legal proceedings; and
4. To comply with a court order.

If we are required to disclose your data or information, we will use our best efforts to provide you with reasonable notice in the circumstances and if appropriate the right to challenge any such request. Cotasys’s Privacy Policy sets out in greater detail how we strive to protect your privacy and limit disclosure of your personal information.

L. Third Party Links, APIs and Content.

You may when using our Site and Services be directed to websites maintained by other third party service providers.

Some of the functionality of the Services and Cota interoperate with, and are highly dependent upon, application programming interfaces (APIs) from third parties, such as Google. If at any point such third party services cease to make themselves or their APIs available to us on reasonable terms, we may cease to provide those third party services without entitling you to a refund, credit or other compensation. Your only recourse shall be to stop using Cota and the Services. In addition, if you authorize us to do so, we may grant third parties access to some or all (depending on the permission you give) of your private data, content and information through our own API for use in connection with their services.

You acknowledge that such sites and services are completely independent of Cota and as we have no control over them, we accept no liability in respect of your use, ability or inability to use them or any of the content of such sites. In addition, we may at any time in our discretion and without notice to you, discontinue providing our API to such third party services. You acknowledge that any use of the products and services offered by such third party services providers (e.g. for the purposes of payment processing) will be at your sole risk. You acknowledge that use of such third party service providers and their websites and services is, except where prohibited or modified by applicable law, subject to the terms, conditions and policies established by the third party service providers. You expressly hold us harmless and hereby release us from any liability whatsoever whether arising out of contract, tort or otherwise for and from any Claims (defined below) arising out of your use of, or inability to use, the products and services of third party service providers whether or not such use is ancillary to your use of Cota. The availability of such third party services in connection with Cota does not constitute an endorsement, warranty, or representation as to the fitness, suitability, merchantability, title, non-infringement, quality, or accuracy of the third party provider or its products or services.

If you find a link to something in Cota, or use a service that relies on an API, including advertising links, we can’t be responsible for what other people or companies are saying or doing.

M. Authorization to Export Data.

The subscriber and the user acknowledge that we may retain a copy of his/her/its transactional information gathered through the use of Cota and other information uploaded on the subscriber’s account. We may in certain circumstances export user information outside the State of California and outside of the USA. We shall not share personal information with anyone except in the manner provided in our Privacy Policy.

To run our services, sometimes we need to make a copy of data files.

N. Force Majeure.

Neither party should be held liable for a delay or failure in performance of the agreement for services caused by reason of any occurrence of unforeseen event beyond its reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions. The party so affected by the unforeseen event shall be so excused on a day-to-day basis for the period of time equal to that of the underlying cause of delay.

If things outside of Cotasys’s control interrupt Cota, neither you nor Cotasys is liable.

O. Severance.

All provisions of these Terms of Use are, notwithstanding the manner in which they have been grouped together or linked grammatically, are severable from each other. If any of these Terms of Use should be determined to be unenforceable the remaining Terms of Use shall survive and remain in full force and effect and continue to be binding and enforceable.

One bad apple doesn’t spoil the whole bunch. If you find an error in these terms, the rest of the terms are still in effect.

P. Governing Law and Dispute Resolution.

Except as otherwise set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the State of California and the laws of the USA applicable therein as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction. This agreement and any actions whatsoever taken by you in connection herewith and with any Service, software, tool, application or functionality, will be deemed to have been performed in California, USA. The parties hereto irrevocably submit and attorn to the exclusive jurisdiction and venue of the courts of the State of California, USA.

The laws of California and USA govern this agreement and anything that comes out of it.

You waive all rights to a trial by jury in connection with any legal proceeding or dispute against us. You further agree that any dispute or proceeding which you may bring against us shall be conducted on an individual basis and not a class-wide basis and that any such proceeding or dispute shall not be consolidated with any other dispute or proceeding which might arise between us and any other user.

If we get in a dispute, we’ll resolve it without juries or class action suits.

Q. Legal Status of Cotasys Inc.

The websites www.c0ta.com and www.cotasystem.com, and the names Cota, Cotasys, Cota Pros, Cota Load, and Cota Apps are property of Cotasys Inc. a company incorporated in the State of Delaware, USA.

Our official name is Cotasys Inc., and all of Cotasys’s stuff belongs to that company. We’re a USA company and we love truckers.

R. Language.

You and we expressly acknowledge and agree that this agreement and all related agreements, schedules, materials, licenses and policies be drafted in the English language only. Il est convenu que cette convention et tous les annexes, documents, licences et politiques s’y rattachant soient rédigés en anglais.

We do business in English.

S. Privacy Policy.

Cotasys’s Privacy Policy is hereby incorporated into this Agreement and applies to the collection, use, disclosure, retention, protection and accuracy of your personal information and your business’ financial information (the “Information”) collected for the purposes of the Services offered through our website. The Cotasys Privacy Policy is based on applicable legislation as well as 9 fair information principles, and may be updated from time to time.

We also have a Privacy Policy, and that’s part of the agreement we make with you. Please have a read.

T. Information Received from Third Party Services

If you elect to have Cota access information from a third party account by providing the access information to such a third party account, our service provider will access such third party accounts for the purposes of performing the Services. This can include aggregation of trip data as well as account verification. By providing the requisite access information to Cota, you grant us and our Service Providers permission and authority to access the relevant third party accounts, on your behalf or on behalf from the principal account holder, and retrieve the relevant information to make it available as part of the Services and agree to be bound by our Service Provider's terms of use in addition to these Terms of Use. You are not permitted to provide Cota with any access information for any third party accounts for which you are not the principal account holder unless you have the authority to act on behalf of the principal account holder.

Cotasys is not obligated to review the information for any purpose, including but not limited to accuracy. It is entirely your responsibility to ensure the accuracy, completeness and timeliness of any information provided to us or any third party service providers in connection with any of the Services.

If you wish to connect Cota with your quick payers, you are giving us (and our appropriate partner) the authority to give your data to your quick payer.

U. Registration Information.

You and your users are responsible for maintaining the confidentiality and security of usernames, passwords and other access credentials which allow the use of Cota and access to the Services. You understand and agree that you are liable for unauthorized use of your account.

You’re the only one who knows your password, so keep it a secret! If someone gets hold of your password and does something to your account, I’m afraid that’s your fault.

V. Consumer Issues.

You acknowledge and agree that you will only use Cota and the Services for business purposes and not for personal, family or household purposes.

Cota is made for businesses.

W. No Waiver

No delay or omission to exercise any right or remedy accruing upon any breach or default hereunder shall impair any such right or remedy nor be construed as a waiver of any such breach or default or of any similar breach or default thereafter occurring, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver (or consecutive waivers) of any single breach or default shall operate or be construed as a waiver of any subsequent breach or default.

From time to time, Cotasys may pay penalties or waive some of our rights, as defined in these Terms. This doesn’t mean Cotasys waives its rights in any other circumstances, and shouldn’t be interpreted as an indicator of future behavior.

X. Digital Millennium Copyright Act.

Some of the content provided on Cota from time to time may be contributed by users. You represent and warrant that any content or material provided to us does not breach the rights, including copyright, of others.

You agree not to infringe on other people’s copyrights.

Procedure for Reporting Copyright Infringement Claims: If you believe your copyright in any work has been infringed and such work is accessible through Cota, you may notify Cotasys’s copyright agent pursuant to the Digital Millennium Copyright Act of 1998 (DMCA) for notice of claims of copyright infringement here, Attention: Copyright Agent. For your complaint to be valid under the DMCA, you must provide the following information when providing notice of the claimed copyright infringement, which Cotasys may then forward to the alleged infringer:

1. identification of the copyrighted material that you believe has been infringed;
2. identification of the allegedly infringing material on Cota, with sufficient detail to enable us to locate it on Cota;
3. your address, telephone number and email address;
4. a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
5. a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
6. provide your or your agent’s physical or electronic signature.

You may provide this information in writing or by email notification to the following Designated Agent:

Attention: DMCA Office Agent

Cotasys Inc.

2659 State St, Suite 100

Carlsbad, CA 92008

USA

security@cotasystem.com

Upon receiving your complaint, Cotasys may remove content that you believe infringes your copyright.

If someone is infringing on your copyright, follow these instructions to let us know.

Procedure for Counter-Notification: If material that you have posted to Cota has been taken down, you may file a counter-notification by contacting Cotasys’s copyright agent, who can be reached here, Attention: Copyright Agent, which counter-notification must contain the following details:

1. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
2. A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question;
3. Your name, address and telephone number;
4. A statement that, notwithstanding the choice of laws and venue otherwise set out herein, you consent for the purposes of this counter-notification and other proceedings under the DMCA to the jurisdiction of the Federal District Court for judicial district in which your address is located or, if your address is outside of the USA, for the jurisdiction of the Courts of the State of California in the City of San Diego, USA, and that you will accept service of process from the person who submitted a notice in compliance with the section (c)(1)(C) of the DMCA, as generally described above; and
5. Your physical or electronic signature.

If, following a complaint, we took something down that belongs to you, and you want it back up, follow these instructions.

NOTE THAT YOU MAY BE HELD LIABLE FOR DAMAGES, COURT COSTS AND ATTORNEY'S FEES INCURRED BY US, BY A COPYRIGHT OWNER, OR BY A COPYRIGHT OWNER'S LICENSEE IF YOU PROVIDE ANY FALSE INFORMATION, OR MISREPRESENT YOURSELF AS THE RIGHTFUL OWNER OF COPYRIGHTED MATERIAL. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.

This information should not be construed as legal advice. For further details on the information required for valid DMCA notifications, see 17 U.S.C. 512(c).

If you file a false complaint, there will be consequences.