A. Content. The Platform contains a variety of: (i) materials and other items relating to Copago Marketplace and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Platform, and the compilation, assembly of the materials of the Platform and any and all copyrightable material (including source and object code);

(ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Copago Marketplace (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively, “Content”).

B. Ownership. The Platform (including past, present, and future versions), including all Content, are owned by Copago Marketplace and, as applicable, our licensors and certain other third parties. All right, title, and interest in and to the Content is the property of Copago Marketplace or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Without limiting the foregoing, Copago Marketplace owns the copyright in the selection, compilation, assembly, arCopago Marketplacent, and enhancement of the Content on the Platform.

C. Limited License. Subject to your strict compliance with these Terms and the Additional Terms, Copago Marketplace grants you a limited, non-exclusive, revocable, non-assignable, non-sublicensable personal, and non-transferable license to download (temporary storage only), display, view, use, play, and/or print the visible Content (excluding, for the avoidance of doubt, all source and object code, in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only and, in any event, in accordance with all related documentation or restrictions posted on the Platform or otherwise provided by Copago Marketplace. The foregoing limited license 

(i) does not give you any ownership of, or any other intellectual property right or interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in Copago Marketplace’s sole discretion, without advance notice or liability. In some instances, we may permit you to have greater access to and use of Content, subject to certain Additional Terms. Any provisions of these Terms that are intended to survive termination (including any provisions regarding indemnification, limitation of our liability, or dispute resolution) will continue in effect beyond any termination of these Terms or of your access to or use of the Platform.

D. Rights of Others. In using the Platform, you must respect the intellectual property and other rights of Copago Marketplace and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. Any unauthorized use of any Content is prohibited and may be prosecuted to the fullest extent of the law. Copago Marketplace respects the intellectual property rights of others. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Platform, then please see Sections 9 and 10 below.

3. Content You Provide and Community Usage Rules.
A. Trademark License. In order to use the Platform, you hereby grant to Copago Marketplace and you agree to grant to Copago Marketplace, and represent and warrant that you have the right to grant to Copago Marketplace, a worldwide, irrevocable, perpetual, royalty-free, fully paid-up, cost-free, non-exclusive, limited right and license to use, reproduce, and display, as applicable, the names, logos, marks, nicknames, slogans, artwork, trademarks, trade names, service marks that at any time were or are owned, applied to be registered, registered, controlled, or cleared for use by or on behalf of, or licensed by, you in connection with the Platform (collectively, the “User Marks”) and any User-Generated content provided by you, such as, without limitation, any photographs and audio visual content featuring your company and/or your products with your user marks, in connection with the Platform and Copago Marketplace’s provision of the Platform and related products and services (including, without limitation, Copago Marketplace’s disclosure, sale, license, and/or other distribution to third parties of data and information concerning the Platform or its use, such as data reflecting product sales transacted on the Platform).

B. User-Generated Content. Copago Marketplace may now or in the future offer users of the Platform the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit or provide through the Platform (collectively, “provide”) messages, avatars, text, illustrations, files, images, graphics, photos, comments, responses, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials and the ideas contained therein (collectively, but excluding Content included therein, “User-Generated Content”). Copago Marketplace may allow you to do this through your Profile Page, forums, blogs, message boards, social networking environments, content creation tools, social communities, contact us tools, e-mail, and other communications functionality. Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in User-Generated Content and you remain ultimately responsible for all User-Generated Content you provide.

C. Non-Confidentiality of Your User-Generated Content.
(i) Except as otherwise described in the Platform’s posted Privacy Policy or any Additional Terms, you agree that Copago Marketplace does not assume any obligation of any kind to you or any third party with respect to User-Generated Content. Upon Copago Marketplace’s request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that providing User-Generated Content may not be secure, and you will consider this before providing any User-Generated Content. You provide all User-Generated Content at your own risk.
(ii) In your communications with Copago Marketplace, please keep in mind that we do not seek any unsolicited ideas or materials for products or services, or even suggested improvements to products or services, including, without limitation, ideas, concepts, inventions, or designs (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post on, provide through, or send to us via the Platform are deemed User-Generated Content and licensed to us as set forth below. In addition, Copago Marketplace retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. Copago Marketplace’s receipt of your Unsolicited Ideas and Materials is not an admission by Copago Marketplace of their novelty, priority, or originality, and it does not impair Copago Marketplace’s right to contest existing or future intellectual property rights relating to any Unsolicited Ideas and Materials.

D. License to Copago Marketplace of User-Generated Content.
You hereby grant to Copago Marketplace, and you agree to grant to Copago Marketplace, a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, royalty-free, fully paid-up, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of User-Generated Content you provide (and derivative works thereof), for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such User-Generated Content and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any User-Generated Content for any purposes whatsoever, including developing, producing, marketing, and selling products and/or services. You understand that in exercising such rights metadata, notices and content may be removed or altered, including copyright management information, and you consent thereto and represent and warrant you have all necessary authority to do so. In order to further effect the rights and license that you grant to Copago Marketplace to User-Generated Content, you also hereby grant to Copago Marketplace, and agree to grant to Copago Marketplace, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any User-Generated Content, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User-Generated Content, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 3.D.

E. Exclusive Right to Manage Our Platform. Copago Marketplace may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any User-Generated Content you provide, and Copago Marketplace may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User-Generated Content without notice or any liability to you or any third party in connection with our operation of User-Generated Content venues in an appropriate manner. Without limitation, we may do so to address content that comes to our attention that we believe is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or otherwise objectionable or inappropriate, or to enforce the rights of third parties or these Terms or any applicable Additional Terms, including, without limitation, the content restrictions set forth below in the Rules (defined in Section 5). Such User-Generated Content provided by you or others need not be maintained on the Platform by us for any period of time and you will not have the right, once provided, to access, archive, maintain, or otherwise use such User-Generated Content on the Platform or elsewhere.
F. Enforcement. Copago Marketplace has no obligation to monitor or enforce your intellectual property rights to User-Generated Content you provide, but you grant us the right to protect and enforce our rights to User-Generated Content, including by bringing and controlling actions in your name and on your behalf (at Copago Marketplace’s cost and expense, to which you hereby consent and irrevocably appoint Copago Marketplace as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
G. COPAGO MARKETPLACE CANNOT AND DOES NOT ASSUME ANY LIABILITY FOR USER-GENERATED CONTENT, INCLUDING, BUT NOT LIMITED TO, INCOMPLETENESS, INACCURACIES, OR INFRINGING MATERIALS, AND, AS BETWEEN YOU AND COPAGO MARKETPLACE, YOU HEREBY ASSUME ALL RISK OF HARM OR INJURY RESULTING FROM ANY USE OR RELIANCE BY ANY PERSON OR ENTITY ON SUCH USER-GENERATED CONTENT.

a. We offer a free Platform subscription plan (the “Subscription Plan“) for Suppliers to create a profile and load products. In addition, Suppliers have the option to purchase a Premium Plan.
b. Suppliers may purchase a Premium Plan online. Promotion Plans will terminate at the end of their period unless an auto renews is selected.
c. Purchases of usage subscriptions of the Platform are non-refundable, have no monetary value (i.e., are not a cash account or equivalent), and are purchases of only a limited, non-exclusive, revocable, non-assignable, non-sub licensable, personal, and non-transferable right to use, even if such came with a durational term (e.g., a yearly subscription). We may change our prices at any time without notice to you. However, the rights attaching to a Premium Plan you have purchased do not change if there is a price change after your purchase date. Any further purchases will be at the revised price.
d. If we suspend or terminate any usage subscriptions, then you will forfeit the suspended or terminated subscription or items, except as may be set forth in any Additional Terms (such as any refund policies that may apply to subscription service fees). Likewise, except as may be set forth in any Additional Terms or as required by applicable law, you will forfeit any credit or refund or any other sum in the event of our modification of any usage subscriptions, or for loss or damage due to error, or any other reason.
e. You are solely responsible for payment of all sales, use, or other taxes assessed against or associated with your product(s), subscription or any other services performed for us or a Retailer under these Terms.
f. Included in your Copago Marketplace Premium subscription is the ability to have your verified brand Copago Marketplace™. Getting your brand verified is not guaranteed and has a number of requirements. One requirement includes having a valid Copago Marketplace Premium subscription.
g. If your subscription lapses or you no longer have a Premium subscription, you may also lose access to your verified status. Other requirements to achieve the Copago Marketplace Verified status maybe be added or removed throughout your Premium subscription. If these verification requirements are not met, Copago Marketplace reserves the right to remove your verification status at any time and without warning.

a. To access certain features on CoPaGo, you may be required to create an account. The information provided during registration must be accurate, complete, and up-to-date. You are responsible for maintaining the confidentiality of your account credentials and are liable for all activities performed under your account.

b. You agree not to use a username or email address that is already in use by someone else, impersonates another person, or violates any intellectual property or proprietary rights.

a. You must use CoPaGo solely for lawful purposes and in accordance with these Terms. You agree not to engage in any activity that may harm the platform or interfere with other users’ experiences.

b. You are solely responsible for any content you submit, post, or transmit through CoPaGo. This includes text, images, videos, and any other material. You agree not to upload content that is unlawful, offensive, harmful, or infringes on any third-party rights.

When using CoPaGo, you agree not to:

a. Violate any applicable laws, regulations, or third-party rights.

b. Use the platform for any unauthorized commercial purposes, including spamming, solicitation, or advertising.

c. Circumvent, disable, or otherwise interfere with security-related features of CoPaGo.

d. Engage in data scraping, mining, or similar activities on the website.

e. Attempt to gain unauthorized access to other users’ accounts or any part of CoPaGo’s systems.

a. All content provided on Copago, including text, graphics, logos, icons, images, audio clips, and software, is the property of Copago or its licensors and is protected by applicable copyright, trademark, and other intellectual property laws.

b. You may not reproduce, distribute, modify, or publicly display any part of the content without prior written permission from Copago.

a. Copago provides the platform “as is” and does not make any warranties or representations regarding the accuracy, reliability, or completeness of the content and services provided.

b. We do not guarantee the availability, reliability, or security of Copago, and you acknowledge that your use of the platform is at your own risk.