Terms of Use

Welcome to Cortina, an innovative platform that enables brands and marketplaces to sell additional products on their own sites without inventory or capital risk. Cortina, Inc. (“Cortina”) and you (“You” or “User”) agree that that the terms of service (the “Terms” or “Agreement”) set forth herein govern your use and access to our services, our marketplace software-as-service platform (“Platform”) and website www.cortina.com (the“Site” or “Sites”) (collectively, the “Services”). By using our Services, you agree to be bound by these Terms and our Privacy Policy. We reserve the right, at our sole discretion, to update or revise these Terms. Please check the Terms periodically for changes. Your continued use of the Services following the posting of any changes to the Terms constitutes acceptance of those changes.

THESE TERMS OF USE REQUIRE THAT ALMOST ALL DISPUTES BETWEEN YOU AND CORTINA INC. ARE SUBJECT TO BINDING ARBITRATION AS WELL AS A WAIVER OF CLASS ACTION RIGHTS AND ANY RIGHT TO A JURY TRIAL.  PLEASE SEE BELOW FOR A DETAILED EXPLANATION OF BINDING ARBITRATION AND WAIVERS OF CLASS ACTION RIGHTS AND RIGHT TO A JURY TRIAL. 

1.    Who Can Use the Services

By accessing or using the Site and/or Services, You represent and warrant that You are at least 18 years old or a legal business enterprise, and have the right, authority, and capacity to enter into theseTerms of Use (on behalf of yourself or the entity that You represent).  If You do not agree with all of the provisions of these Terms of Use, do not access and/or use the Site and/or Services.  You must register for an account to use the Services. You agree that all information you provide will be true and complete, and you will keep your information current and up-to-date. You agree to keep your username and password confidential, and to access the Site andPlatform from devices that have up-to-date operating systems and security software. You agree not to allow anybody else to use your account, including in any way that is meant to circumvent these Terms.  We cannot and will not be liable for any loss or damage arising from your failure to comply with this, and all other provisions, of the Terms.

2.    Restrictions

The rights granted to You in these Terms of Use are subject to the following restrictions: (a) You shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site and/or Services, whether in whole or in part, or any content displayed on theSite and/or Services; (b) You shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site and/orServices; (c) You shall not access the Site and/or Services in order to build a similar or competitive website, product, or service; (d) except as expressly stated herein, no part of the Site and/or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (e) modify, adapt or hack the Site and/or Services or related systems or networks.  In addition to the foregoing, You may not use any “page-scrape,” “deep-link,” “spider,” or“robot or other automatic program, device, algorithm or methodology, or any similar manual process, to access, copy, acquire, or monitor any portion of theSite or in any way reproduce or circumvent the presentation or navigational structure of the Site.  Unless otherwise indicated, any future release, update, or other addition to functionality of the Site and/or Services shall be subject to these Terms of Use.  All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.You are responsible for all of Your activity in connection with the Services.  You shall use theServices in compliance with all applicable local, state, and federal laws in connection with Your use of the Services. In addition to the foregoing, You shall not use the Services in a manner that violates any third party intellectual property or other rights.

3.    Use of Services/User Responsibilities

Subject to your compliance with these Terms, and your payment of any applicable fees, Cortina grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Platform and/or Site.  Cortina attempts to be as accurate as possible. However, Cortina does not warrant that product descriptions or other content of the Site and/or Platform are accurate, complete, reliable, current, or error-free.  Cortina will use reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned down-time maintenance, by law or order from a court or government agency, or if Cortina believes, in its sole discretion, that Your use of the Service poses a risk to Cortina. From time to time, Cortina may provide upgrades, patches, enhancements, or fixes for the Services to its customers (“Updates”), and such Updates will become part of the Services and subject to this Agreement. Notwithstanding the foregoing, Cortina shall have no obligation under this Agreement or otherwise to provide any such Updates.

When accessing and using the Services, You agree not to do the following:

Violate any law, rule, regulation, or these Terms;

Engage in conduct that is fraudulent or otherwise harmful to Cortina, our partners, or any other user;

Display to others, mirror, or frame the Site, or any component of the Site;

Access the Site if we have prohibited you from such access;

Access, tamper with, or use non-public areas of the Site, Cortina’s computer systems, or the technical delivery systems of Cortina;

Probe, scan, or test the vulnerability of any the Site or breach any security or authentication measures;

Interfere with the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Site;

Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure intended to protect, limit access to, or control the Site;

Decipher, decompile, disassemble, or reverse engineer any of the software used on or in connection with the Site;

Collect or use any Personal Information (as defined in thePrivacy Policy) from other users of the Site;

Use a third party’s credentials, conceal your true IP address, or otherwise impersonate or misrepresent your identity or affiliation with any person, entity, or user; and

Use the Site to determine whether a third party holds any type of account, or to learn about or verify information about the account that is not yours.

You will not use the Site, Platform, or Cortina’s name orMarks to do any of the following:

Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation;

Use any meta tags or other hidden text or metadata utilizing a Cortina trademark, logo, URL, or Product name without Cortina’s express written consent; and

Permit, encourage, assist, or allow any third party to violate these Terms.

If you are accessing the Site or Platform as an employee or agent, you acknowledge that you are extending the permanent consent and authorization described above on behalf of your employer or principal, and you represent that you have authority from that employer or principal to do so.

The information presented on or through the Site and/orPlatform is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site and/or Platform, or by anyone who may be informed of any of its contents

4. User Content

By posting your information and other content (“UserContent”) on or through the Site, Platform, and/or Services, You grant Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform User Content in connection with the Site,Platform, and/or Services. Company has the right, but not the obligation, to monitor the Site, Platform, and User Content. Company may remove or disable anyUser Content at any time for any reason, or for no reason at all. We reserve the right to disclose User Content and any information related to Your UserContent, to third parties in connection with the operation and provision of theServices, to enforce the terms of any agreement that we have with You, to comply with legal obligations and requests from governmental authorities, law enforcement agencies, court orders, or subpoenas, and to protect the interests of the Company where necessary. You hereby release the Company from any liability under any legal theory in connection with the use, modification, sale, or disclosure of any of your User Content.

5. Fees; Payment

6. Confidentiality

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).

The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (i) to give access to such Proprietary information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such ProprietaryInformation. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the ProprietaryInformation pursuant to any judicial or governmental order, provided that theReceiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.

7. Data Protection

Cortina shall use commercially reasonable efforts to maintain the security and integrity of the Services. Cortina is not responsible to Client for unauthorized access to Client data or the unauthorized use of theServices. Client is responsible for the use of the Services by any person to whom Client has given access to the Service, even if Client did not authorize such use. Notwithstanding the foregoing, Cortina is permitted to disclose(including through display of Client’s logo) that Client is one of its customers (including in its publicity and marketing materials), provided thatClient may revoke the foregoing rights upon prior written notice to Cortina.

8. Intellectual Property

Excluding any User Content that you may provide (defined above),you acknowledge that all the intellectual property rights, including copyrights, patents, Marks, and trade secrets, in the Site and/or Services, thePlatform, and its content are owned by Cortina or Cortina’s suppliers at all  times. Unless otherwise specified, you are granted a personal, non-exclusive, non-transferable, limited right to access, use, and display this Site  and/or Platform and the materials provided hereon for the purpose of obtaining and reviewing your account information. You may view or download a single copy of the information on the Site and/orPlatform solely to access our Services (the “Cortina Content”) and review your account information. When Cortina Content is downloaded to your computer, you do not obtain any ownership interest in such Cortina Content, any modifications of the content, or any use of the content for any other purpose than that expressly permitted herein. Cortina and its licensors reserve all rights not expressly granted to you.

All trademarks, service marks, trade names, logos, graphics, page headers, button icons, scripts, and other designations (collectively the“Marks”) are the sole property of Cortina, or other third parties that have granted Cortina the right and license to use such Marks. Nothing contained on this Site should be construed as granting any license or right to use any suchMarks without the written permission of Cortina or such third party that may own the Marks displayed.

We reserve the right, and you authorize us, to use and freely assign all information regarding the use of this Site and/or Platform by you and all information provided by you, including your User Content, in any manner consistent with our Privacy Policy, which is incorporated into theseTerms by reference.

All other trademarks not owned by Cortina that appear in connection with our Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Cortina.

9. Links to Third Party Sites

Sites linked through the Services are not under the control of Cortina and Cortina is not responsible for the contents of any linked site, any link contained in a linked site, or any changes or updates to such sites. Cortina is not responsible for webcasting or any other form of transmission received from any linked site. Cortina is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement of the site by Cortina.

10. Term; Termination

Subject to the term of the Agreement (the “Term”) stated in the Order Form, Cortina may terminate for any reason whatsoever within 30 days of execution of the Order Form.  Cortina may suspend or terminate your rights to use the Site (including your Account),the Platform and/or Services at any time for any reason at our sole discretion, including for any use of the Site and/or Services in violation of these Terms of Use.  Upon termination of your rights under these Terms of Use, yourAccount and right to access and use the Site and/or Services will terminate immediately.  You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases.  Company will not have any liability whatsoever to you for any termination of your rights under these Terms of Use, including for termination of your Account or deletion of your User Content.

11. Indemnification

You (the “Indemnifying Party”) shall indemnify, defend, and hold Cortina, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents(the “Indemnitees”) harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, (the “Losses”) arising out of or in connection with: (a) any claim based on any alleged misuse of the Platform, the Site or Services by You, or a claim that any User Content infringes the copyright, trademark, or patent rights of any third party; (b) any alleged conduct which would constitute a breach ofYour representations and warranties set forth herein; and (c) any violation of law.

12. Disputes

For purposes of this section, “Dispute” shall mean any dispute, claim, or controversy arising out of or relating to these Terms of Use(such as with respect to their validity or enforceability), the Services,Platform, Your (or anybody else’s) access to and/or use of the Services, and/or the provision of content, Platform, and/or technology on or through the Site.

Disputes concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of theSite, Platform, and/or Services shall not be subject to arbitration, and the notice and 30-day negotiation period required by this paragraph shall not apply to these types of Disputes. The Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under this Agreement shall be finally settled in accordance with the Streamlined Rules of Arbitration of JAMS by one arbitrator appointed in accordance with such Rules. The arbitration shall take place inNew York, NY, USA, in the English language and the arbitral decision may been forced in any court.

You have the right to opt out and not be bound by the provisions requiring arbitration by sending written notice of your decision to opt out to info@cortinaplatform.com.

All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential.  The parties agree to maintain confidentiality unless otherwise required by law.  This Section shall not prevent a party from submitting to a court of law any information necessary to enforce thisAgreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

If any part or parts of these arbitration terms are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the arbitration terms shall continue in full force and effect.

Class Action Waver

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

Cortina and you agree to resolve any Dispute in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding. Cortina and you further agree to not participate in any consolidated, class, or representative proceeding (existing or future) brought by any third party arising out of or relating to any Dispute with a third party.

If any court or arbitrator determines that the class/consolidated/representative action waiver set forth in this section is void or unenforceable for any  reason or that arbitration can proceed on a class, consolidated, or representative basis, then the disputes, claims, or controversies will not be subject to arbitration and must be litigated in federal court located in New York County, New York.

If any clause within this Class Action Waiver section is found to be illegal or unenforceable, that specific clause will be severed from this section, and the remainder of its provisions will be given full force and effect.

This Class Action Waiver section will also apply to any claims asserted by you against any present or future parent, subsidiary or affiliated company of Cortina, or any employee, officer, director, or investor of Cortina, and to any claims asserted by any of them against you, to the extent that any such claims is a Dispute.

13. Disclaimer

EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OFANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE,USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

14. Limitation of Liability

IN NO EVENT SHALL CORTINA, ITS DIRECTORS, EMPLOYEES, AGENTS,PARTNERS, THIRD PARTY SERVICE PROVIDERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FORANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE(REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CLIENT TO CORTINA HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

15. COPYRIGTH ACT OF 1998 (DMCA)

Company respects the intellectual property of others and asks that users of our Site and/or Services do the same.  In connection with our Site and/or Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site and/or Services who are repeat infringers of intellectual property rights, including copyrights.  If you believe that one of our users is, through the use of our Site and/or Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification(pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

your physical or electronic signature;·      

identification of the copyrighted work(s) that you claim to have been infringed;·      

identification of the material on our services that you claim is infringing and that you request us to remove;·      

sufficient information to permit us to locate such material;·      

your address, telephone number, and e-mail address;·      

a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and

a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

You must submit your written notice containing the above information by, email, or postal to the following Designated Agent:.

If content You posted on the site was removed due to a claim(s) of copyright infringement and You would like to dispute that removal, the process for counter-notifications is governed by Section 512(g) of theDMCA,  You must provide a written communication that sets forth the items specified below.  Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of users (and removal of content from users) who are infringers. Accordingly, if you are not sure whether certain material infringes the copyrights of others, we suggest that You first contact an attorney.

To expedite our ability to process your counter-notification, please use the following format:·      

Identify the specific URLs of material that theCompany has removed or to which the Company has disabled access.·      

Provide your full name, address, telephone number, email address, and, if You are a registered User, the Username of yourAccount.·      

Provide a statement that You consent to the jurisdiction of the courts of the state of New York, and that You will accept service of process from the person who provided notification to the Company in accordance with the process outlined above or an agent of such person.·      

Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or mis-identification of the material to be removed or disabled.”·      

If You are providing notice by email, a scanned physical signature or a valid electronic signature will be accepted. Send the communication to the address at the end of this Agreement.

16. Miscellaneous

This Agreement represents the entire agreement between You and Cortina, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and Cortina with respect thereto. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, this Agreement may be amended only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks;Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that  either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of thisAgreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.