Member Agreement

Member Agreement

Cobu’s mission is to power genuine communities. Our site, services, and app serve as tools intended to build respectful, welcoming, and empowering groups, gatherings and communities. Cobu aims to create a positive online space where neighbors within their buildings can safely meet and get to know their neighbors. Every time users (“Users,” “you” or “your”) visit or use features of the Cobu service (the “Service”), you agree to be bound by the following Member Agreement. This Member Agreement outlines your rights, obligations and restrictions regarding your use of the Service, please read them carefully. If you do not agree to be bound by the Member Agreement and all applicable laws, you should discontinue use of the Service immediately. This Member Agreement does not apply to the practices of the third-party advertising systems, exchanges, networks or websites that Cobu has a relationship with or with whom we may have a relationship in the future, or to other companies or individuals that Cobu does not own, employ, manage or control. In addition to this Member Agreement, we have adopted the Cobu Privacy Policy (“Privacy Policy”) and the Cobu Code of Conduct. Please read our Privacy Policy carefully for information relating to our collection, use, and disclosure of your personal information, and our Code of Conduct for information relating to acceptable use of our application and Service.

In summary, Users own their content and are responsible for what they publish on our platforms. We trust that our users will not submit illegal, harmful, threatening, vulgar, or obscene content. Cobu reserves the right to remove any content that is not conducive to a healthy community. Cobu assumes no liability for content that you or other users submit to the site or on the app. Cobu does not endorse, insure, warrant, guarantee, or assume responsibility for any content entered into the site or the app or any transaction between users of our site, services, or app.

YOU AGREE TO RECEIVE TEXTS FROM OR ON BEHALF OF COBU AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS MAY INCLUDE INVITATIONS TO WRITE REVIEWS. YOU UNDERSTAND AND AGREE THAT THESE TEXTS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.

ARBITRATION NOTICE. Except for certain kinds of disputes described in in the Dispute Resolution and Arbitration Section, you agree that disputes arising under this Member Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THIS MEMBER AGREEMENT, YOU AND COBU ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

User Eligibility and Account Creation

You must be at least 18 years old to use this Service. Use of the Service by any user shall be deemed to be a representation that the user is 18 years of age or older and is not currently restricted from the Service, or not otherwise prohibited from having a Cobu account. You also represent and warrant that you have full power and authority to agree to this Member Agreement and doing so will not violate any other agreement to which you are a party.

You must provide certain personal information such as your full name, email address, mailing address and phone number to create an account (your “Account”) that you can use to create your Cobu profile. Please refer to our Privacy Policy for information about how we protect your personal information.

You are responsible for ensuring that any personal information you provide is accurate and up to date, and agree to notify Cobu immediately if you believe your user identification, password or other identifying information has been lost, stolen or otherwise compromised. You will be held responsible for any activity that occurs under your Account.

Adding Content

Once you have an Account, you can use it to create or participate in community events, and may have the ability to upload content, posts, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, projects, other material and information, and associated trademarks and copyrightable works (such data, information and content, “Content”). By uploading Content to Cobu, you acknowledge and agree to the following Member Agreement and our Privacy Policy. You should only upload Content if you are comfortable with this Member Agreement:

• Content may be visible to other Cobu Users in your community who are linked to your Cobu profile.

• You will provide accurate Content. Content that is inaccurate, offensive, indecent, objectionable, or otherwise inappropriate may be flagged and removed without notice. Please see our Code of Conduct for more information.

• All content posted on the Service must comply with all applicable laws (including, without limitation, U.S. copyright law) You represent and warrant that (i) you own or otherwise possess all rights to use the Content you upload; (ii) you have the permission to use the name and likeness of each identifiable individual person and to use such individual's identifying or personal information; (iii) you are authorized to grant all of the rights described in this Member Agreement; and (iv) the use of your Content as contemplated by this Member Agreement will not infringe or violate any intellectual property, privacy, publicity, contract or other rights of any person or entity. If you do not have the right to submit Content for such use, it may subject you to liability.

• You will be held solely responsible and liable for your Content and conduct on the Service. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.

• Cobu will not substantively modify Content without your prior written consent. However, your Content may be modified or adapted (for example, photos may be cropped) in order to meet design and technical requirements of the Service or for any other reason. You are responsible for retaining original copies of your Content.

Your Content always belongs to you. You retain copyright and any other rights you already hold in your Content, but by uploading, posting, contributing, or otherwise providing your Content to Cobu, you grant Cobu a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub-licensable and transferable license to use, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit your Content in connection with the Service and Cobu’s (and its successors’ and assigns’) business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third party services). For clarity, the foregoing license grant does not affect your other ownership or license rights in your Content, including the right to grant additional licenses to the material in your Content, unless otherwise agreed in writing. By posting Content to Cobu, you hereby waive any and all rights to be compensated by Cobu for such User Content.

Our Intellectual Property Rights

Except for the Content, all content and software included on this Service, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Cobu or its content/software suppliers and protected by United States and international copyright laws.

You may not (directly or indirectly) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive source code or underlying ideas or algorithms of any part of the Service, or modify, translate or otherwise create derivative works of any part of the Service. Any modification of content, or any portion thereof, or use of the content for any other purpose constitutes an infringement of trademark or other proprietary rights of Cobu or third parties, and any unauthorized use terminates the permission to use the Service granted by Cobu.

Communications

Text Messaging. You agree that Cobu and those acting on our behalf may send you text (SMS) messages at the phone number you provide us. These messages may include operational messages about your use of the Service, as well as marketing messages. Text messages may be sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF MARKETING TEXT MESSAGES FROM COBU, YOU CAN EMAIL FEEDBACK@LIVECOBU.COM OR TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF ALL TEXT MESSAGES FROM COBU, YOU CAN EMAIL FEEDBACK@LIVECOBU.COM OR TEXT THE WORD “STOPALL” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICE. You may continue to receive text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing texts is not a condition of any purchase on or use of the Service.

Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device’s “settings” page.

Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

Notice and Take Down Procedures

1. Notice of Claims

If you believe any post or information on the Service infringes your copyright or trademark rights, you may request such content be removed by following the notice and take down procedures of the Digital Millennium Copyright Act (DMCA). To follow those procedures, contact Cobu’s copyright agent (identified below) and provide the following information:

• A clear statement identifying the works, or other materials believed to be infringed.

• A statement from the copyright holder or authorized representative that the content is believed to be infringing.

• Sufficient information about the location of the allegedly infringing content so that Cobu can find and verify its existence.

• Your name, telephone number and email address.

• A statement from you under penalty of perjury that the information supplied is accurate, and that you are authorized to act on the copyright owner's behalf.

• A signature or the electronic equivalent from the copyright holder or authorized representative.

You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may be invalid.

2. Counter-Notice

If you believe that your removed content (or content to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your content, you may send a counter-notice containing the following information to the Copyright Agent:

• Your physical or electronic signature;

• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

• A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or misidentification of the content; and

• Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the state or federal courts of the Commonwealth of Massachusetts, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored in 10 business days or more after receipt of the counter-notice, at our sole discretion.

Cobu’s agent for notice of copyright issues on the Service can be reached as follows:

Cobu
Attn: Copyright Agent
182 Summer Street, Unit #211
Kingston, MA 02364
Email: support@livecobu.com

If you are not sure whether material available online infringes your copyright, we suggest that you first contact an attorney.

Indemnification

You agree to defend, indemnify, and hold Cobu, its affiliates, agents, directors, employees, and licensors harmless from any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, made by any third party due to or arising out of any and all of the following (a) your use of the Service; (b) your violation of any provision of this Member Agreement; (c) your violation of applicable laws or regulations; (d) your violation of any rights of another party; (e) your interactions and transactions with other Users; or (f) your Content posted or transmitted by you through this Service. You will cooperate as required by us in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without our prior written consent. You agree that the provisions of this section will survive any termination of the Service and deletion of Account, the Member Agreement, and/or your access to the Service.

Disclaimer and Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall Cobu, its affiliates, agents, directors, employees, or licensors be liable for any indirect, incidental, punitive, special, consequential, or exemplary damages, including but without limitation damages for loss of profits, goodwill, use, data or other intangible losses that result from the use of, or inability to use this site, our services, or our app.

Except as provided in the Commencing Arbitration and Arbitration Relief subsections below, under no circumstances will Cobu be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the site, our services, our app, your account, or the information contained therein.

A user’s Cobu account is tied to their apartment building and their tenancy status as provided by the building property manager to Cobu. When a user leaves a Cobu-supported apartment building, a user’s account will be stored in compliance with our Privacy Policy.

Cobu is provided on an "as is" and "as available" basis with no express or implied warranties for accuracy, functionality, or accessibility. The Cobu site, services, and app may change without prior notice, stop providing features to you or to users generally; or limit your usage. Your account may be permanently or temporarily terminated or suspended without notice if it is determined that you have violated any part of this agreement.

Security

Security is very important to us. If you have identified a security issue, please use support@livecobu.com to submit technical details. Responsible disclosure of a security issue will be handled with respect and gratitude: there is no intention of attacking or punishing those who have found security holes in Cobu.

Termination

Cobu may terminate or suspend your access to all or part of the Service, for any reason, including without limitation your breach of this Member Agreement. In the event this Member Agreement is terminated, the restrictions regarding content appearing on the Service, and the representations and warranties, indemnities, limitations of liabilities, and dispute resolution and arbitration set forth in this Member Agreement will survive termination.

Dispute Resolution and Arbitration

Generally. Except as described in the Exceptions and Opt-Out subsections below, you and Cobu agree that every dispute arising in connection with this Member Agreement, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of the Member Agreement. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS MEMBER AGREEMENT, YOU AND COBU ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in this Member Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Dispute Resolution and Arbitration Section within 30 days after the date that you agree to this Member Agreement by sending a letter to Cobu, Attention: Legal Department – Arbitration Opt-Out, 182 Summer Street, Unit #211, Kingston, MA 02364 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Cobu receives your Opt-Out Notice, this Dispute Resolution and Arbitration Section will be void and any action arising out of this Member Agreement will be resolved as set forth in the Jurisdiction & Severability Changes Section below. The remaining provisions of the Member Agreement will not be affected by your Opt-Out Notice.

Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by this Member Agreement. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Cobu.

Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Cobu’s address for Notice is: Cobu, 182 Summer Street, Unit #211, Kingston, MA 02364. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Cobu may commence an arbitration proceeding. If you commence arbitration in accordance with this Member Agreement, Cobu will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Cobu has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.

Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Cobu must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

Arbitration Relief. Except as provided in the No Class Actions subsection immediately below, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Cobu before an arbitrator was selected, Cobu will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.

No Class Actions. YOU AND COBU AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Cobu agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Modifications to this Arbitration Provision. If Cobu makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Cobu’s address for Notice of Arbitration, in which case your account with Cobu will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

Enforceability. If the No Class Actions subsection above or the entirety of this Dispute

Resolution and Arbitration Section is found to be unenforceable, or if Cobu receives an Opt-Out Notice from you, then the entirety of this Dispute Resolution and Arbitration Section will be null and void and, in that case, the exclusive jurisdiction and venue described in the Jurisdiction & Severability Changes Section below will govern any action arising out of or related to the Member Agreement.

Jurisdiction & Severability Changes

Cobu operates the Service from its offices within the United States. The Services are designed for Users within the United States, and Cobu makes no representations that content and materials on the Service are legal or appropriate for use from outside the United States. If you choose to access the Service from other locations, you do so at your own risk and are responsible for compliance with any and all local laws. You may not use the Service in violation of U.S. export laws and regulations.

This Member Agreement is not assignable, transferable, or sub-licensable by you except with Cobu’s prior written consent. Cobu may assign, transfer, or delegate any of its rights and obligations hereunder without consent.

This Member Agreement will be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts without regard to its conflict of laws provisions. Any action brought against Cobu to enforce this Member Agreement or matters related to the Service will be brought in either the state courts or, if there is exclusive federal jurisdiction, the federal courts of The Commonwealth of Massachusetts. Any claim or cause of action you have with respect to use of the Service must be commenced within one (1) year after the claim arises. In any action or proceeding to enforce rights under the Member Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.

If any provision of this Member Agreement is deemed void, unlawful, or otherwise unenforceable for any reason, that provision will be severed from this Member Agreement and the remaining provisions of this Member Agreement will remain in force. This Member Agreement constitutes the entire agreement between you and Cobu concerning your use of the Service.

Although infrequently, this Member Agreement may change from time to time, so it is recommended that you periodically check back here to stay informed of any changes. Your continued use of Cobu, after any change means that you agree with, and consent to be bound by, the new Member Agreement of Service. If you disagree with any changes in this Member Agreement and do not wish to be subject to the revised Member Agreement, you will need to delete your account and stop using Cobu.

Last Updated: April 12, 2023