These Terms of Service ("Terms") govern your access to and use of co-opmanagers.com and the Co-Op Command platform at app.co-opmanagers.com (together, the "Service"), operated by Co-Op Managers ("Co-Op Managers," "we," "us," or "our"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not access or use the Service.
1. Acceptance of Terms
By visiting our website, creating a platform account, or otherwise using the Service, you accept and agree to these Terms and our Privacy Policy, which is incorporated into these Terms by reference. If you are accessing or using the Service on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, in which case "you" refers to that entity.
2. Description of Service
Co-Op Managers provides two related things. First, we administer co-op advertising programs directly on behalf of manufacturer brand clients, handling program setup, accrual tracking, media and creative approval, claims processing, reimbursement, and reporting for the brand's dealer, retailer, distributor, or wholesaler network. Second, we operate Co-Op Command, a software platform that manufacturers, brand administrators, and dealer or location users can use directly to run a co-op program themselves, including fund management, media ordering, creative and brand control, and reporting. Some clients use our administration service, some use the Co-Op Command platform directly, and some use a combination of both. References to "the Service" in these Terms cover both the website and the platform, whichever applies to your use.
3. Eligibility
You must be at least 18 years old to use the Service. If you are accessing or using the Service on behalf of a business, you represent that you are authorized to act on that business's behalf and to agree to these Terms for it. We may require verification of your identity or authority before granting or continuing access.
4. Accounts and Registration
Certain parts of the Service, including Co-Op Command, require a registered account. You agree to provide accurate, current, and complete information when creating an account and to keep that information up to date. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify us promptly at legal@co-opmanagers.com if you become aware of any unauthorized access to or use of your account. Accounts are issued to a single named individual and may not be shared among multiple people. We reserve the right to suspend or terminate an account that we reasonably believe has been compromised, misused, or created with false information.
5. Acceptable Use
You agree not to, and not to permit any third party to:
- Use the Service for any unlawful purpose or in violation of any applicable local, state, national, or international law or regulation.
- Attempt to access data, accounts, brand programs, or dealer or location records belonging to another client or tenant of the platform that you are not authorized to access.
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, or ideas of the Service, except to the extent such restriction is prohibited by applicable law.
- Circumvent, disable, or otherwise interfere with any security-related feature of the Service, including any feature that enforces limitations on use.
- Use the Service to send unsolicited bulk communications, spam, or communications that violate applicable anti-spam, telemarketing, or consumer protection laws.
- Scrape, crawl, or use automated means to extract data from the Service, other than standard search engine indexing that we have not otherwise blocked.
- Upload or transmit any material that is unlawful, infringing, defamatory, or that contains viruses or other harmful code.
- Impersonate any person or entity, or misrepresent your affiliation with any person or entity, in connection with the Service.
We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this section, including suspending or terminating access to the Service and reporting conduct to law enforcement authorities where warranted.
6. Fees and Payment
Fees for co-op program administration services and for subscription access to the Co-Op Command platform, where applicable, are set forth in a separate order form, statement of work, or service agreement executed between Co-Op Managers and the client. These Terms govern general use of the website and platform; they do not themselves establish pricing, payment terms, or a fee schedule. Where a conflict exists between these Terms and a signed service agreement regarding fees or payment, the signed service agreement controls.
7. Client and Brand Data
Any data that a manufacturer brand client or its authorized users submit, upload, or generate within Co-Op Command in the course of running a co-op program, including dealer and location records, program rules, budgets, order and claim data, creative assets, and related business records ("Client Data"), remains the property of that client. We act only as a processor and administrator of Client Data on the client's behalf, for the purpose of providing the Service and administering the program as instructed. We do not use Client Data for any purpose other than providing the Service to that client, except to the extent Client Data contains personal information, in which case our handling of that personal information is governed by our Privacy Policy.
8. Intellectual Property
The Co-Op Command platform, the co-opmanagers.com website, and all software, code, designs, text, graphics, and other content that we make available through the Service (excluding Client Data) are owned by Co-Op Managers or our licensors and are protected by copyright, trademark, and other intellectual property laws. "Co-Op Managers" and "Co-Op Command" are trademarks or service marks of Co-Op Managers. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for its intended business purpose, subject to these Terms. No other rights are granted, and all rights not expressly granted are reserved.
9. Third-Party Services and Integrations
The Service relies on and integrates with certain third-party services, including infrastructure that delivers the email we send and the Project Crumb analytics and attribution platform described in our Privacy Policy. We are not responsible for outages, errors, or unavailability of third-party services that are beyond our reasonable control. Regardless of which third-party services we use to operate the Service, we remain responsible for how we ourselves use and handle any data obtained through them, consistent with our Privacy Policy.
10. Confidentiality
In the course of the relationship contemplated by these Terms, each party may have access to non-public information about the other party's business, operations, or technology ("Confidential Information"). Each party agrees to use the other party's Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms or an applicable service agreement, and not to disclose it to any third party except to service providers bound by confidentiality obligations at least as protective as those in this section, or as required by law. This obligation survives termination of the relationship for as long as the information remains confidential.
11. Warranties and Disclaimers
The Service is provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, we disclaim all warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or completely secure, or that any defects will be corrected. Nothing in this section is intended to exclude or limit any warranty that cannot lawfully be excluded or limited under applicable law.
12. Limitation of Liability
To the maximum extent permitted by applicable law, in no event will Co-Op Managers be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of or related to your use of, or inability to use, the Service, regardless of the theory of liability, even if we have been advised of the possibility of such damages. To the maximum extent permitted by applicable law, our total aggregate liability arising out of or relating to these Terms or the Service will not exceed the total fees actually paid by you or your organization to us for the Service in the twelve months immediately preceding the event giving rise to the claim. Where an applicable service agreement specifies a different liability cap or structure, that agreement controls to the extent of any conflict with this section.
13. Indemnification
You agree to indemnify, defend, and hold harmless Co-Op Managers and our officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with your misuse of the Service, your violation of these Terms, or your violation of any rights of a third party, except to the extent such claims arise from our own gross negligence or willful misconduct.
14. Term and Termination
These Terms remain in effect for as long as you access or use the Service. Where a separate service agreement governs your relationship with us, that agreement's termination provisions control the term of your engagement, and these Terms continue to govern your general use of the website and platform. We may suspend or terminate your access to the Service, in whole or in part, at any time if we reasonably believe you have violated these Terms, without limiting any other remedy available to us. Upon termination of an account or engagement, we will retain and make available for export a reasonable copy of Client Data for a limited period consistent with our data retention practices, after which it may be deleted, unless a longer retention period is required by an applicable service agreement or by law. Sections of these Terms that by their nature should survive termination, including intellectual property, confidentiality, warranties and disclaimers, limitation of liability, and indemnification, will survive.
15. Dispute Resolution and Governing Law
These Terms and any dispute arising out of or relating to them or the Service will be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute that cannot be resolved informally will be subject to the exclusive jurisdiction and venue of the state and federal courts located in Delaware, and each party consents to personal jurisdiction in those courts. Before initiating formal legal proceedings, the parties agree to attempt in good faith to resolve any dispute through direct negotiation between authorized representatives for a period of at least thirty days.
16. Force Majeure
Neither party will be liable for any failure or delay in performance under these Terms to the extent caused by circumstances beyond that party's reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, governmental action, internet or telecommunications failures, or failures of third-party service providers.
17. Severability
If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions, which will be enforced to the fullest extent permitted by law.
18. Entire Agreement
These Terms, together with our Privacy Policy, constitute the entire general agreement between you and Co-Op Managers regarding use of the website and platform. Specific commercial engagements for co-op program administration or platform subscription services are governed by a separate signed service agreement, order form, or statement of work between Co-Op Managers and the client. In the event of a conflict between these Terms and a signed service agreement, the signed service agreement controls with respect to the subject matter it specifically addresses, and these Terms continue to govern all other aspects of use of the website and platform.
19. Changes to These Terms
We may update these Terms from time to time to reflect changes in our Service, business practices, or applicable law. We will post the updated Terms on this page with a revised effective date. If we make a material change, we will provide additional notice where appropriate, such as a notice on our website or an email to account holders. Your continued use of the Service after a change becomes effective constitutes your acceptance of the updated Terms.
20. Contact Us
If you have questions about these Terms, please contact us at:
Co-Op Managers
Email: legal@co-opmanagers.com
Website: co-opmanagers.com
Questions about these terms or how a program engagement is structured? We're glad to walk through it.
Contact Us →