User Agreement for Service Commerce

Last Modified: May 2024


If you reside in the India, you are entering into this Agreement with Coto Community World Private Limited. If you reside outside India, you are entering into this Agreement with Community Platform Pte. Ltd.


    These Terms of Use (“Terms”) are a binding legal agreement between you and Coto Community World Private Limited or Community Platform Pte. Ltd (as the case maybe) (collectively “coto,” “we,” “us,” or “our”). “User,” “you” and “your” refer to the individual or entity that uses the website, mobile applications, and other offerings from coto (collectively, the “Platform”). “User” refers to the person who takes the services of a Expert on the Platform. “Expert” refers to the person who gives professional services on the Platform. User and Expert together are “Members”. Except in your capacity as an Expert or in an application to act as an Expert, which shall be governed by the Expert Agreement, these Terms govern your use of the Platform.
    By using or otherwise accessing the Platform or clicking to accept or agree to these Terms, you (1) accept and agree these Terms, (2) consent to the terms of account creation, management and deletion, eligibility, restricted use and other terms of use of the Platform as described in our Terms of Use and (2) consent to the collection, use, disclosure and other handling of information as described in our Privacy Policy, (3) content guidelines as described in Community Guidelines, and (4) agree to comply with all rules, policies, and disclaimers posted on the Platform or about which you are notified.
    All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Platform in any manner, and each of your heirs, assigns, and successors. If you use the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and “you” and “your” herein shall refer to that entity, its directors, officers, employees, and agents.

    1. coto offers a platform that enables Experts and Users to find one another, enter into service relationships, receive and provide services, and make and receive payments through the Platform. coto is not in the business of providing or selling any service that is within any Expert’s area of expertise, and coto otherwise does not provide advice or any professional service to Users. Experts are not employees or agents of coto. coto is not acting as an agent for any User. Users have sole discretion in selecting which Expert they want to take services from. An Expert may elect not to provide services to a User, and have sole discretion in controlling how to perform any services on the Platform.
    2. You acknowledge and agree that coto does not supervise, direct, control, or monitor Expert in the performance of any services and agree that: (a) coto is not responsible for ensuring the accuracy or legality of any service, for which Experts are solely responsible; (b) coto is not responsible for the offering, performance, or procurement of services, (c) coto does not make any representations about or guarantee any particular offered services, and (d) nothing will create an employment, agency, or joint venture relationship between coto and any Expert offering services. While coto may provide certain badges on Expert profiles, such badges are not guarantees, including of quality or ability or willingness of the badged Expert to complete a service.
    3. You further acknowledge and agree that Members, and not coto, are solely responsible for (a) evaluating and determining the suitability of any Expert and User; (b) assessing whether to give or take services and for verifying any information about another Member; (c) for performing and monitoring performance services.
    4. coto does not refer Users to or endorse or recommend particular Expert. coto shall not be liable for any acts or omissions of Experts, community posts, or the ability of Experts to provide their services. We cannot ensure that an Expert will complete a transaction. You understand and acknowledge that coto cannot and does not edit, modify, filter, screen, monitor, endorse or guarantee the quality of services provided by the Experts. Notwithstanding the foregoing, coto reserves the right, but is not obligated, to refuse to add or to remove any Expert and/or remove any Member’s access to the Platform for any reason, including violation of these Terms.
    5. During EMERGENCY SERVICES AND CRISIS SITUATIONS (particularly regarding medical or mental health issues) it is advisable that Users should prefer in-person consultation from professionals or seek general guidance from Experts on the Platform to understand on the course of action to adopt. The Platform may not be the appropriate venue to deal with such situations.
    6. Use of the term “Expert” by coto and on the Platform is only meant to describe Members who provide their services on the Platform, and not to guarantee any particular level of expertise of these Expert.
    7. coto may contract with third-party service providers to perform the Expert’s verifications which may or may not include their professional credentials. The results of the verifications are only as accurate as the information provided to and by the third-party verification service, as of the time of the providing of information to and by the third-party verification services. coto cannot warrant or guarantee an Expert's purported identity and cannot and does not represent, warrant, or guarantee the truthfulness or accuracy of the credentials or identities of Experts and information provided by the Experts. You acknowledge that coto will not be liable for any loss or damages caused by your reliance on any information provided by the Experts or content contained in their community posts.
    8. Consultancy provided on the Platform are to be used by Users for general information purposes only, not as a substitute for in-person evaluation or specific professional ) advice. The laws, regulations, other governing authorities, standards, practices, and procedures that apply to you may differ depending on your location and information typically discovered through in-person evaluations or visits. Expert in some categories may be licensed, certified, educated, employed by or have experience in only particular jurisdictions. Communications on this Platform are not confidential and shall not be the subject of any associated privileges. Communications on this Platform are limited, as described above, do not involve in-person evaluations or visits, and do not include safeguards and procedures typical of in-person evaluations and visits.

    Experts and Users are expected to maintain a professional demeanor at all times during interactions on the platform. Communication should be courteous, respectful, and focused on the exchange of knowledge and expertise. Experts shall at all times adhere to the Standard Operating Procedures and Code of Conduct while performing services on the Platform. Experts should provide clear and accurate information, advice, and guidance to users based on their expertise and experience. Users should communicate their expectations, concerns, and feedback to experts in a constructive and respectful manner. Both Experts and Users are required to adhere to the platform's community guidelines, terms of service, and code of conduct. Any behavior or content that violates these terms or community guidelines, including harassment, or inappropriate conduct, will not be tolerated. Experts and Users should respect each other's boundaries and privacy. Personal inquiries or discussions unrelated to the purpose of the session should be avoided unless relevant to the topic being discussed. In the event of disagreements or disputes, Experts and Users are encouraged to communicate openly and seek resolution in a constructive manner. The platform will provide support and mediation services to facilitate the resolution of disputes and ensure a positive user experience for all parties involved. Experts and Users are encouraged to provide feedback to each other after sessions to help improve the quality of interactions and services. The platform may use feedback to enhance its services and address any issues or concerns raised by Users and Experts. Both Experts and Users should respect the confidentiality of information shared during sessions and adhere to the Platform's Privacy Policy. Personal information shared during sessions should only be used for the purpose of the session and should not be disclosed to third parties without consent. Experts should strive for continuous learning and professional development to enhance their expertise and offer the best possible service to Users.

    Members agree to use the communication services available on the Platform to communicate with other Members prior to providing and taking services. You agree that prior to obtaining any service, you (a) will use coto as the sole manner to communicate with other Members; (b) will not provide your Means of Direct Contact (defined below) to any other Member or another person that you identified or were identified by through the Platform; (c) will not use Means of Direct Contact of another Member to attempt to or to communicate with, solicit, contact, or find the contact information of a Member outside of coto; (d) will not ask for, provide, or attempt to identify through public means the contact information of another Member; and (e) will not include any Means of Direct Contact or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Platform’s communications services (including in each case in any attached file), except as otherwise provided on the Platform.
    For purposes of this Agreement, “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Platform, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool. Information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you through social media.
    You acknowledge and agree that a violation of this Section is a material breach of the Terms of Service and your Account may be permanently suspended for such violations.

    By sending us any feedback, comments, questions, or suggestions concerning coto’s service commerce features, the Platform, or us (collectively, “Feedback”) you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against coto and its users any claims and assertions of any moral rights contained in such Feedback. This Feedback section shall survive any termination of your Membership, these Terms, or your participation in the Platform.

    1. Ownership of Intellectual Property
      1. Each party acknowledges and agrees that they retain full ownership of their respective Intellectual Property Rights associated service commerce sessions conducted on the Platform. This includes but is not limited to copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent in the content, materials, and assets created or utilized during the sessions.
      2. Members acknowledge that the content, materials, and expertise remain the exclusive property of the Expert, subject to any licenses or permissions granted to coto for Platform-related purposes as outlined herein.
      3. In the event that any live session includes music, videos, images, or any other copyrighted content, the Members agrees that they have the copyright or necessary license to use such content during the session. The Members further agrees to indemnify and hold harmless coto against any claims of copyright infringement or unauthorized use of intellectual property arising from the Member's use of such content during live sessions on the Platform.
    2. License to Members by Platform
      1. All right, title, and interest in and to the Platform, are and will remain the exclusive property of coto and its licensors. All materials therein, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and all intellectual property rights related thereto, are the exclusive property of coto and its licensors. The Platform is protected by copyright, trademark, and other laws of both the Singapore and foreign countries. You acknowledge that the Platform has been developed, compiled, prepared, revised, selected, and arranged by coto and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of coto and such others. Except as explicitly provided herein, nothing gives you a right to use the coto name or any of the coto trademarks, logos, domain names and other distinctive brand features. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners. Subject to your complete and ongoing compliance with the terms mentioned hereinabove, coto grants you a non-transferable, non-exclusive, revocable, limited license to access and use the Platform.
    3. License to Platform by Members
      1. In consideration of the technology infrastructure and support provided by Company for hosting service commerce sessions, Members grants Company an exclusive, worldwide license to use, reproduce, and display session content for Platform-related purposes. This license enables Company to facilitate the hosting, promotion, and distribution of session content on the Platform to Users and other authorized stakeholders.
      2. The scope of the license granted to Company includes but is not limited to the right to showcase session content on the Platform on live and recorded basis, promote sessions through marketing and promotional activities, and incorporate session content into Platform features, functionalities, or derivative works designed to enhance user experiences.

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    coto and its affiliates make no representation or warranty about the services, including that the services will be uninterrupted or error-free, and provide the Services (including content and information) on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, coto and its affiliates disclaim any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.

    coto is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with services provided or availed on the Platform, including, but not limited to: (i) your use of or your inability to use our Platform; (ii) delays or disruptions in our Platform; (iii) viruses or other malicious software obtained by accessing, or linking to, our Platform; (iv) glitches, bugs, errors, or inaccuracies of any kind in our Platform; (v) damage to your hardware device from the use of the Platform; (vi) the content, actions, or inactions of third parties’ use of the Platform; (vii) a suspension or other action taken with respect to your Account; (viii) your reliance on the quality, accuracy, or reliability of services, profiles, ratings, recommendations, and feedback (including their content, order, and display); and (ix) your need to modify practices, content, or behavior or your loss of or inability to provide or avail a service, as a result of changes to the user agreement.
    Additionally, in no event will coto, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. The liability of coto, our affiliates, our licensors, and our third-party service providers to any Member for any claim arising out of or in connection with this Agreement or the other Terms of Service will not exceed the amount any fees retained by coto with respect to the particular service session under dispute.
    These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this Agreement or the other Terms of Service, whether in contract, tort (including negligence), strict liability, or otherwise, even if coto has been advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose.

    In recognition of the fact that coto is not a party to the services provided between Members, you hereby release coto, our other Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another Member, whether it be at law or in equity that exist as of the time you enter into this Agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Services provided to User by an Expert and requests for refunds based upon disputes.

    You will indemnify, defend, and hold harmless coto our other Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) your or your agents’ use of the Services, including any payment obligations or default) incurred through use of the Services; (b) your or your agents’ failure to comply with the Terms of Service; (c) you or your agents’ failure to comply with applicable law; (d) negligence, willful misconduct, or fraud by you or your agents; and (e) you or your agents’ violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights. For purposes of this Section, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password.
    Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
    Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other Member.

    1. With the exception of disputes that qualify for small claims court and disputes involving our intellectual property, you and we agree that if there is any dispute between you and the coto arising from or relating to these Terms and their interpretation or the breach, termination or validity thereof, the relationships which result from these Terms, including disputes about the validity, scope or enforceability of this agreement to arbitration (collectively, "Covered Disputes"), both parties shall first attempt in good faith to settle any Covered Dispute by providing written notice to the other party describing the facts and circumstances of the Covered Dispute and allowing the receiving party 30 days in which to respond to or settle the Covered Dispute. Both you and we agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party.
    2. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.
    3. The arbitrator will have the power to grant whatever relief would be available in court under law or in equity and any award of the arbitrator will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives. The arbitrator will apply applicable law and the provisions of these Terms and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review. The arbitrator's decision must be with written explanation and remain confidential.
    4. Payment of all filing, administration and arbitrator fees will be governed by the SIAC's rules. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, you agree to reimburse us for all fees associated with the arbitration incurred by us.
    5. We and you agree that any Covered Dispute will be submitted to arbitration on an individual basis only. Neither we nor you are entitled to arbitrate any Covered Dispute as a representative action and the arbitrator will have no authority to proceed on a representative basis.
    6. If any provision of the agreement to arbitrate in this Section is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced (but in no case will there be a representative arbitration). Regardless of any statute or law to the contrary, notice on any claim arising from or related to these Terms must be made within one (1) year after such claim arose or be forever barred.
    7. For users residing in India, this Agreement shall be interpreted and governed in all respects by the laws of India. Subject to the provisions of this clause mentioned hereinabove, the parties agree that the courts at Mumbai alone and no other courts shall have the jurisdiction to entertain and try any disputes arising from and out of the provisions of this agreement.
    8. For other users, this Agreement shall be interpreted and governed in all respects by the laws of Singapore. Subject to the provisions of this clause mentioned hereinabove, the parties agree that the courts at Singapore alone and no other courts shall have the jurisdiction to entertain and try any disputes arising from and out of the provisions of this agreement. By agreeing to these Terms, you explicitly agree that any claims or actions that you may otherwise have against us under the laws of any jurisdiction outside of Singapore are hereby waived, including without limitation, any claims or actions under the laws of your own country, and that your sole location and applicable law for any dispute is in Singapore according to the terms of this Section.

      This Agreement, together with the other Terms of Service, is the only agreement between you and us regarding the Services and supersedes all prior agreements for the Services and supersedes any prior agreements between us for actions occurring after the effective date of this Agreement.
      Subject to the conditions set forth herein, coto may amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Platform. coto will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Platform and providing notice on the Platform or by email. Any revisions to the Terms of Service will take effect on the noted effective date.
      Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
      These Terms of Service and any rights or obligations hereunder may not be transferred or assigned by you unless you follow the provisions in this Section.
      In order to assign the Terms of Service or your Account to a successor after an acquisition of your company or substantially all of your assets, a merger, or another change in majority ownership of your company, you must provide written notice via email to that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, (f) a statement indicating the manner in which your company was acquired, (g) the name and contact information of the acquiror, and (h) the effective date of such change in ownership. If coto does not object via email within 5 business days of sending of an email or 7 business days of the mailing of a written notice, then the assignment is permissible, provided in both cases that such notice is properly addressed.
      No other assignments are valid without coto’s prior written consent, which can be requested via email or letter at the above addresses. Any other attempted transfer or assignment will be null and void.
      If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement will continue in full force and effect. To the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in one jurisdiction will not in any way affect the legality, validity, or enforceability of that or any other provision in any other jurisdiction.
      The parties to this Agreement will not be responsible for any delay or failure to perform any obligation under this Agreement for a reasonable period due to labor disturbances, accidents, fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar event beyond the parties’ reasonable control.
      The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the Singapore.
      coto and its Affiliates may need to provide you with certain communications, notices, agreements, statements or disclosures in writing regarding our Services. You consent to receive these records electronically from coto and its Affiliates rather than in paper form.