Terms of Service – Cahoots Communications

Subscription Agreement and Terms of Use

(Cahoots Communications, Inc.)

1. Legal Notices

CAHOOTS COMMUNICATIONS, INC. , a Colorado corporation (“Cahoots,” “we,” or “us”) values its Subscribers (collectively or individually, “Customer,” “you” or “Subscribers”) who subscribe to our Cahoots Training Courses, including access to certain audio, video, and visual resources (the “Subscription Services”), as such may be defined from time to time on our website located at (the “Cahoots Site”). By accessing and using the Subscription Services, you expressly consent to and accept the terms of use set forth herein (this “Agreement,” and “Terms of Use”). Your use of the Subscription Services shall constitute acceptance of all of the terms and conditions set forth herein, as modified by Cahoots at any time and from time to time in its sole discretion. Any personal information you provide through the Subscription Services is subject at all times to the Cahoots’ Privacy Policy. Cahoots reserves the right to modify these Terms of Use at any time without prior notice. If you do not agree to the terms and conditions contained herein, you may not use the Subscription Services.

2. Access and Use of Subscription Services

In exchange for payment of the Fees set forth below, Provider shall provide Customer access via the Cahoots Site to the Subscription Services during the Term (defined below). Cahoots hereby grants to Customer, , during the applicable Service Term, a nonexclusive and nontransferable right to access and use the Subscription Services for all such noncommercial uses and applications as may be necessary or useful for the effective use of the Subscription Services, including for purposes of training, teaching, supporting, and educating Customer and its internal affiliates.

In addition to the other restrictions set forth herein, Customer shall not and shall not permit anyone using its credentials to: (a) modify or create derivative works of the Subscription Services or materials related thereto, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, or otherwise transfer the Subscription Services; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Subscription Services, in whole or in part; or (d) remove any proprietary notices from the Subscription Services.

3. Subscription Term

The initial term of this Agreement begins on the date of execution by Customer of the clickthrough Subscription Services Order (defined below) and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect for the period of time set forth on the Subscription Services form signed by the Customer at the time of purchase (the “Initial Term”). This Agreement will automatically renew for successive terms of equal length of the Initial Term unless earlier (each a “Renewal Term” and together with the Initial Term, the “Term”).

In addition to any other termination right set forth in this Agreement:

Either Party may terminate this Agreement effective on notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured for ten (10) days after the nonbreaching Party provides the breaching Party with written notice of such breach.
We may terminate this Agreement immediately , if Customer: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

At any time without cause and without causing any breach or incurring any additional obligation, liability, or penalty, Customer may terminate this Agreement and by providing at least ten (10) days’ prior written notice to Cahoots, provided that in the event of such termination Customer shall owe Fees to Cahoots for the remainder of the Term.

Under no circumstances shall Customer be entitled to a refund of any Fees paid to Cahoots for any reason. Upon the effective date of termination, Customer shall no longer have access to the Subscription Services.

4. Fees for Subscription Services

The fees for the Subscription Services shall be determined in accordance with the rates and pricing as set forth on the clickthrough Subscription Services Order agreed to by Customer at the time of purchase (“Fees”). Customer shall establish a form of electronic payment at the time of purchase of the Subscription Services, which payment may be stored and charged by Cahoots from time to time for periodic charges during the Term. In the event that any form of payment fails for any reason, Customer shall provide a replacement form of electronic payment within three (3) days following request from Cahoots. Customer acknowledges and agrees that this is a subscription service, and that Customer, by signing this Agreement, is agreeing to pay all Fees on the intervals during the Term, including all Renewal Terms. You further authorize us, through our third-party payment processors, to charge your payment methods for any and all Fees associated with any Subscription Services ordered via the Subscription Services from your account. All payments shall be made in good and immediately available U.S. funds. Cahoots reserves the right to increase the rates and pricing of the Subscription Services at any time and from time to time, which shall be payable by Customer for all Renewal Terms provided that such rates and pricing are updated on the Cahoots Site no less than thirty (30) days prior to the effective date of such change in pricing. Cahoots may immediately terminate this Agreement in the event that Customer fails to pay any Fees when due. Customer shall pay all of Cahoots’ attorney’s fees and expenses related to recovery of any unpaid Fees.

5. Account Creation

In order to access the Subscription Services, Customer shall complete the clickthrough Subscription Services order form contained on the Cahoots Site, which order form shall include the relevant pricing and subscription term information (the “Subscriptions Services Order”), and shall agree to this Agreement. At the time of creation of the Subscription Services Order you agree to set up an account though the Cahoots Site. By choosing to provide any information thereon, and in order to receive any Subscription Services, you agree to provide us only with accurate information. If any information is found to be false, you shall be liable to the Cahoots Released Parties (defined below) and any third parties for any liabilities arising related to such falsified information, and we may, in our sole discretion, prohibit you from further use of the Subscription Services and/or receipt of any future Services. You are responsible for keeping your profile updated at all times, including any changes in service location information and contact information, such as address, email, and telephone number. All changes should be updated immediately. By creating an account, you grant us and any third-party contractors the right to send you emails and text messages, and to contact you via the information provided for any purpose whatsoever.

Each Customer account shall provide access to one user per account. Customer is not permitted to share login information among multiple users, or to allow more than one person to access the Subscription Services on Customer’s account. Customer may purchase additional accounts for additional desired users.

You must be at least 13 years old to use the Subscription Services. If you are at least 13, but are still a minor (this depends on where you live), you must have your parent or legal guardian’s permission to use the Subscription Services. Please have him or her read this Agreement with you. By granting your child permission to use the Subscription Services, you agree to the terms of this Agreement on behalf of your child. You are responsible for monitoring and supervising your child’s use of the Subscription Services. Even if you are old enough to use the Subscription Services and/or have your parent’s or guardian’s permission, some of the content available within the Subscription Services may not be appropriate for you. We may create additional eligibility requirements and may modify these eligibility requirements at any time and from time to time in its sole and absolute discretion, with or without notice to you. Under no circumstances shall use or participation be permitted if it is in violation of any applicable law of any governing jurisdiction.

6. Terms Governing Services

During your use of the Subscription Services, you may access the content made available by Cahoots on the Cahoots Site as updated from time to time in Cahoots’ sole discretion. By using the Subscription Services you agree that Cahoots is not making any representations, warranties, or promises regarding the sufficiency, accuracy, usefulness of, or potential outcomes of using, any of the materials (including without limitation audio, visual and print) included in the Subscription Services. YOU HEREBY AGREE THAT YOUR USE OF THE SUBSCRIPTION SERVICES IS AT YOUR SOLE RISK, AND THAT YOU ARE NOT RELYING ON ANY REPRESENTATIONS FROM CAHOOTS REGARDING THE SUBSCRIPTION SERVICES. ACCORDINGLY, YOU HEREBY FOREVER RELEASE AND HOLD HARMLESS CAHOOTS, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS (THE “CAHOOTS RELEASED PARTIES”) FROM ANY AND ALL LIABILITIES, LAWSUITS, COSTS, EXPENSES, AND DAMAGES WHATSOEVER ARISING RELATED TO YOUR USE OF THE SUBSCRIPTION SERVICES.

7. Intellectual Property Rights

The Subscription Services, Cahoots Site, and their entire content, feature, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Cahoots, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Subscription Services for your personal, noncommercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material contained on the Subscription Services or Cahoots Site, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print [or download] one copy of a reasonable number of pages of the materials for your own personal, noncommercial use and not for further reproduction, publication, or distribution.
If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, noncommercial use, provided you agree to be bound by our end-user license agreement for such applications.
If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

Modify copies of any materials from this site.
Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Subscription Services or Cahoots Site.

If you print, copy, modify, download, or otherwise use or or Cahoots Site in breach of the Terms of Use, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Subscription Services or Cahoots Site or any content on the Subscription Services or Cahoots Site is transferred to you, and all rights not expressly granted are reserved by Cahoots. Any use of the Subscription Services or Cahoots Site not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws. Cahoots name and all related names, logos, product and service names, designs, and slogans are the intellectual property of Cahoots or its affiliates or licensors. You must not use such marks without the prior written permission of Cahoots. All other names, logos, product and service names, designs, and slogans on the Subscription Services or Cahoots Site are the trademarks of their respective owners.

8. Prohibited Use

Any use of the Subscription Services for an illegal or objectionable purpose is strictly prohibited. You agree that you will not use the Cahoots Site to engage in any activity that could be deemed illegal, harmful to others, or give rise to civil liability. Such activities include, but are not limited to: (i) activities involving the transmission of unlawful, threatening, harassing, obscene, sexually explicit, pornographic, hateful, profane, libelous, or defamatory information; (ii) activities involving the transmission of junk mail or spamming; (iii) activities involving the promotion or use of viruses; (iv) activities that violate any law, regulation or statute; and or (v) activities that infringe upon any legally protected property right, etc. By using this web site, you agree that any and all information transmitted to or with the use of the Subscription Services cannot and shall not be deemed confidential or proprietary. Cahoots reserves the right to monitor transmissions and investigate any alleged prohibited use of the Subscription Services and to disclose any and all information relating to such prohibited use. Cahoots, its shareholders, directors, officers, affiliates, employees, agents, partners, subsidiaries, and/or contractors shall not assume, and expressly disclaim, any and all liability relating to an individual’s illegal or prohibited use of this web site. Any violation of this or any other section contained herein may result in termination of service and or any other action Cahoots determines appropriate under the circumstances.

9. Third Party Relationships

The Subscription Services may contain links to other sites. These links are provided merely to assist the user. These sites are independent of the Subscription Services and Cahoots does not and cannot control the content and or representations of such sites. The information presented on these links may not necessarily reflect those beliefs held by Cahoots. The inclusion of a link does not mean that Cahoots accepts or endorses any of the content contained in such site. The user is responsible to protect himself/herself while associating with the linked site. Cahoots, and it’s members, managers, officers, affiliates, employees, agents, partners, contractors, and subsidiaries disclaim any and all responsibility/ liability for content contained on such linked sites and will not be held accountable for any damages, of any kind, incurred by those who visit such sites.

10. Modifications

The Subscription Services may contain typographical errors or technical inaccuracies. Cahoots reserves the right to modify the content of this website at any time without prior notice. Cahoots’ failure to enforce any section of these Terms of Use shall not be construed as a waiver of such provision. Cahoots may revise these terms of use for its website at any time without notice. By using the Subscription Services, you are agreeing to be bound by the Terms of Use applicable at the time the order you are submitting is accepted by Cahoots. Before you submit an order, you will be required to confirm that you have read and accepted these Terms of Use. Therefore, prior to submitting an order, it is highly suggested that you save a copy of these Terms of Use.

11. Severability

If one or more of the provisions contained in these Terms of Use are held to be unenforceable under applicable law, such provision shall be appropriately limited in its scope. If any such limitation is not feasible, such provision shall be excluded from these Terms of Use and the balance of these Terms of Use shall be enforceable.

12. Warranties & Limitation of Liability

CAHOOTS DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL CAHOOTS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNATIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses, RELATING TO OR ARISING FROM THE SUBSCRIPTION SERVICES AND ANY SERVICES PROVIDED RELATED THERETO, WHETHER OR NOT A PARTY HAD OR SHOULD HAVE HAD ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, THAT SUCH DAMAGES MIGHT BE INCURRED. ADDITIONALLY, BY USING THE SUBSCRIPTION SERVICES YOU AGREE THAT CAHOOTS’ total liability to you shall not exceed the amounts paid by you to CAHOOTS over the twelve (12) months preceding your claim(s).

13. Force Majeure

Notwithstanding any other provision set forth in these Terms of Use, Cahoots shall not be liable for any failure or delay in its performance due to any cause beyond Cahoots’ reasonable control, including, without limitation, any act of war or civil insurrection, national emergencies, acts of God, fire, explosion, vandalism, storm, earthquake, flood, embargo, riot, sabotage, industry-wide strikes, lockouts, work stoppages or other labor difficulties, industry-wide supplier failures, unavailability of materials, rights of way or governmental acts, weather, financial hardships, market fluctuations, and technology malfunctions.

14. Indemnification

You hereby agree to indemnify, defend, and hold harmless, the Cahoots Released Parties from and against all claims, actions, suits, demands, costs, and damages (including reasonable attorney’s fees and costs) asserted by any third party as a result of your use of the Subscription Services, and/or arising from any breach of these Terms of Use. Cahoots has the right to control any defense pertaining to this section at the sole cost and expense of the User.

15. Relationship

Nothing in these Terms of Use is intended to or shall be construed to constitute or establish an agency, joint venture, partnership, or fiduciary relationship between the parties, and neither party shall have the right or authority to act for or on behalf of the other Party.

16. Contract Formation

Once the clickthrough Subscription Services Order is submitted to Cahoots using the Cahoots Site, it is deemed that you have agreed to, and are bound by, the Terms of Use herein described. The contract between you and Cahoots for the order of any Subscription Service will only be binding after acceptance by Cahoots of the order submitted. Cahoots may, in its sole and absolute discretion, refuse to accept an order for any reason including the fact:

That the Service is no longer available on the Subscription Services;
There is an error relating to the price or the description of the Subscription Services; or
Any other reason as determined by Cahoots in its sole and absolute discretion

Specifically, regarding availability, the inclusion of any materials at any time on the Subscription Services does not guarantee that those materials will be available at the time you use the Subscription Services.

17. Cancellation

All sales of Subscription Services are final and any requested cancellation shall be at the sole and absolute discretion of Cahoots. Once a Subscription Services Order has been made via the Cahoots Site, such order shall not be cancellable by you for any reason, provided that you may terminate the Subscription Agreement pursuant to the terms hereof.

18. Disclaimer

To the fullest extent permitted at law, Cahoots is providing the Subscription Services and its contents on an “AS IS” and “WITH ALL FAULTS” basis and makes no representations or warranties of any kind, express or implied, with respect to the information, content, materials, or products included in the Subscription Services, including, without limitation, warranties of merchantability and fitness for a particular purpose. In addition, Cahoots does not represent or warrant that the information accessible via the Subscription Services is accurate, complete, or current.

19. Privacy Policy

By signing these Terms of Use, you agree to the terms of the Cahoots Privacy Policy, as such is posted on the Cahoots Site on the day of signing.

20. Governing Law

These Terms of Use and your use of the Subscription Services shall be governed by the laws of the State of Colorado, United States of America, without regard to principles of conflicts of law.

21. Jurisdiction

Any action arising out of or relating to this Agreement or your use of the Subscription Services must be commenced in the county or district courts located in , Colorado, United States of America (and you consent to the jurisdiction of those courts). In any such action, you irrevocably waive any right to a trial by jury.

22. Interpretation, Severability, Waiver, Remedies

Headings are for convenience only and shall not be used to construe the terms of this agreement. If any term of this agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by Cahoots in exercising any right hereunder will waive any further exercise of that right. Cahoots rights and remedies hereunder are cumulative and not exclusive.

23. Successors, Assignment, No Third Party Beneficiaries

These Terms of Use are binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign this Agreement without Cahoots prior written consent. No third party shall have any rights hereunder.

24. Notices

You consent to receive all communications including notices, agreements, disclosures, or other information from Cahoots electronically. Cahoots may provide all such communications by email or by posting them on the Subscription Services or Cahoots Site. For support-related inquiries, you may contact us. You may send notices of a legal nature to Cahoots at the following address:

Cahoots Communications
200 South Wilcox Street, #135
Castle Rock, Colorado 80104

Nothing herein shall limit Cahoots right to object to subpoenas, claims, or other demands.

25. Modification, Entire Agreement

These Terms of Use may not be modified except by a revised Terms of Use posted by Cahoots on the Subscription Services or a written amendment signed by an authorized representative of Cahoots. A revised Terms of Use will be effective as of the date it is posted on the Subscription Services. These Terms of Use and the Privacy Policy constitute the entire understanding between Cahoots and you concerning the subject matter hereof and supersedes all prior agreements and understandings regarding the same.