Effective Date: July 2021
These Terms affect your legal rights, responsibilities and obligations and governs your use of the Sites, are legally binding, limit CEI’s liability to you, and require you to indemnify us and to settle certain disputes through individual arbitration, subject to a limited ability to opt-out of mandatory arbitration. If you do not wish to be bound by these Terms and any Additional Terms, do not use the Sites and uninstall all Sites’ downloads and applications.
In some instances, additional or different terms, posted on the Sites, apply to your use of certain parts of the Sites (individually and collectively “Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
Updates to these Terms and Additional Terms
We may prospectively change these Terms and Additional Terms by posting new or changed terms on the Sites as more fully explained in Section 11.
We have summarized some (but not all) of the main topics of these Terms below. The complete provisions, and not the headings or summaries govern.
- Grants and Limitations of Rights
o We only grant you a limited revocable license to use the Sites subject to rules and limitations. Learn more at Section 1.
o You grant us a broad license, which we may sublicense, to the content you submit, including your Profile, which you represent you have the right to allow us to use. You, however, retain ownership of and responsibility for, your content. Use of our Sites is subject to forum usage rules and we have the right to manage our Sites to keep its content appropriate. Learn more at Section 2.
o Your use of our Sites is subject to various restrictions designed to protect the Sites and our users. We may change or discontinue our Sites in whole or in part. Learn more at Section 3.
- Limitations on Your Remedies
The following limitations apply as permitted by applicable law:
o We are providing the Sites to you on an “as-is” basis, without any warranty of any kind, our liability to you in connection with your use of the Sites is very limited, and other limitations and disclaimers relate to your use of the Sites. Learn more at Section 9.
o Our liability is greatly limited as more fully explained in Section 10.
o We are not responsible for third parties or their content, advertisement(s), apps or sites. For instance, portions of the Sites may be integrated into or linked to third-party sites, platforms and apps that we do not control. Similarly, we may make ads and third-party content or services, which we also may not control, available to you on or via our Sites. Use caution when dealing with third parties. Learn more at Section 1.E.
- Infringement and Dispute Resolution
o Users may not post content they do not own or control, and users may be suspended or terminated if they do so. Copyright owners may give us notice of infringement as detailed in this section, and we will respond in accordance with applicable law. Learn more at Section 5.
o You can also give notice of trademark and other infringements that you think occur on the Service. Learn more at Section 5.
o As permitted by law, you agree to arbitrate disputes and waive jury trial and class actions. Learn more at Section 8.
o We may change or discontinue our Sites, or your right to access it, in whole or in part. Learn more at Section 3.C. Our Sites are intended for access from and use in the U.S.A. More at Section 12.C.
1. OWNERSHIP AND YOUR RIGHTS TO USE THE SERVICE AND CONTENT.
A. Ownership. The Sites and all of their content (“Content”), including all copyrights, patents, trademarks, service marks, trade names and all other intellectual property rights therein (“Intellectual Property”), are owned or controlled by CEI and our licensors and certain other third parties. All right, title, and interest in and to the Content and Intellectual Property available via the Sites is the property of CEI, 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. CEI owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Sites.
B. Your Rights to Use the Sites and Content.
(i) Your right to use the Sites and Content is subject to your strict compliance with these Terms and the Additional Terms. Your right to access and use the Sites and the Intellectual Property shall automatically terminate upon any violations. These rights are non-exclusive, limited, and revocable by us at any time in our sole discretion without advance notice or liability. As your right to access and use the Sites and the content is personal to you, you may not assign nor transfer your right; any attempt to do so is void. You may, for your personal, non-commercial, lawful use only (collectively, the following are the “CEI Licensed Elements”):
(1) Display, view, use, and play the Content on a computer, mobile or other internet enabled or permitted device (“Device”) and/or print one copy of the Content (excluding source and object code in raw form or otherwise) as it is displayed to you;
(2) Stream the Content using any of the widgets and/or other digital streaming internet video players, if any, provided on the Sites;
(3) Subject to any applicable Additional Terms, if the Sites includes a “Send to Friend,” social media sharing or similar tool that allows you to initiate and send to one or more of your contacts a communication that includes content, or to post our content to third-party services or your own site or online service, and the tool is operational, use the tool to do so; provided, however, that you do not do so in any manner that violates applicable law or third-party rights or reflects negativity on us, and only send to recipients you have permission to contact;
(4) If the Sites include a “Download” link next to a piece of content (including, without limitation, an image, an icon, a wallpaper, a music track, a video, a trailer, an RSS feed), you may only download a single copy of such content to a single Device;
(5) Download, install and use one copy of any software, including apps, that we make available on or through the Sites (“Software”) on your Device in machine-executable object code form only and make one additional copy for back-up purposes; provided, however, that you understand and agree that (i) by allowing you to download the Software, CEI does not transfer title to the Software to you (i.e., you own the medium on which the Software is recorded, but the Software's owner (which may be CEI and/or its third-party Software licensor) will retain full and complete title to such Software); (ii) you may not copy, modify, adapt, translate into any language, distribute, or create derivative works based on the Software, except as expressly authorized in these Terms or applicable Additional Terms, without the prior written consent of CEI; (iii) you may not assign, rent, lease, or lend the Software to any person or entity and any attempt by you to sublicense, transfer, or assign the Software will be void and of no effect; and (iv) you may not decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Software by any means whatsoever, except to the extent the foregoing restriction is prohibited by applicable law;
(6) If made available to you, obtain a registered personal account (and/or related username and password) on the Sites and interact with the Sites in connection there with;
(7) Link to the Sites from a website or other online service, so long as: (a) the links only incorporate text, and do not use any CEI names, logos, or images, (b) the links and the content on your website do not suggest any affiliation with CEI or cause any other confusion, and (c) the links and the content on your website do not portray CEI or its products or services in a false, misleading, derogatory, or otherwise offensive manner, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third-party or are otherwise objectionable to CEI. CEI reserves the right to suspend or prohibit linking to the Sites for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third-party; and
(8) Use any other functionality expressly provided by CEI on or through the Sites for use by users, subject to these Terms (including, without limitation, functionality to create and/or post User-Generated Content (as defined below)) and any applicable Additional Terms.
C. Rights of Others. In using the Sites, you must respect the Intellectual Property and rights of others and CEI. Your unauthorized use of Content may violate the rights of others and applicable laws and may result in your civil and criminal liability. If you believe that your work has been infringed via the Sites, see Section 5 below.
D. Reservation of all Rights Not Granted as to Content and Sites. These Terms and any applicable Additional Terms include only narrow, limited grants of rights to use and access the Sites and content. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU ARE RESERVED BY CEI AND ITS LICENSORS AND OTHER THIRD PARTIES. Any unauthorized use of any Content or the Sites for any purpose is prohibited.
2. CONTENT YOU SUBMIT AND FORUM USAGE RULES.
A. User-Generated Content.
(i) General. CEI may now, or in the future, offer users of the Sites the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Sites, or on or in response to our pages or posts on any third-party platforms or in connection with any of our promotions by any media or manner, or otherwise submit to us (e.g., on our Facebook or other social media pages, in response to our tweets, through a sweepstakes or contest, or by otherwise sending it to us) (collectively, “submit”) messages, text, illustrations, files, images, graphics, photos, comments, responses, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, but excluding CEI Licensed Elements included therein, “User-Generated Content” or “UGC”). You may submit UGC through your profile, forums, blogs, message boards, social networking environments, content creation and posting tools, gameplay, social communities, contact us tools, email, and other communications functionality. Except to the extent of the rights and license you grant in these Terms and, subject to any applicable Additional Terms, you retain whatever legally cognizable right, title, and interest that you have in your UGC.
(v) Representations and Warranties Related to Your UGC. Each time you submit any UGC, you represent and warrant that you are at least the age of majority in the jurisdiction in which you reside and are the parent or legal guardian, or have all proper consents from the parent or legal guardian, of any minor who is depicted in or contributed to any UGC you submit, and that, as to that UGC, (a) you are the sole author and owner of the Intellectual Property and other rights to the UGC, or you have a lawful right to submit the UGC and grant CEI the rights to it that you are granting by these Terms and any applicable Additional Terms, all without any CEI obligation to obtain consent of any third-party and without creating any obligation or liability of CEI; (b) the UGC is accurate; (c) the UGC does not and, as to CEI’s permitted uses and exploitation set forth in these Terms, will not infringe any Intellectual Property or other right of any third-party; and (d) the UGC will not violate these Terms or any applicable Additional Terms, or cause injury or harm to any person.
(vi) Enforcement. CEI has no obligation to monitor or enforce your Intellectual Property rights to your UGC, but you grant us the right to protect and enforce our rights to your UGC, including initiating actions in your name and on your behalf (at CEI’s cost and expense, to which you hereby consent and irrevocably appoint CEI as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest).
B. Forum Usage Rules. As a user of the Sites, these Forum Usage Rules (“Rules”) are here to help you understand the conduct that is expected of members of the Sites’ online forums (“Forums”).
(i) Nature of Rules. Your participation in the Forums is subject to all of the Terms, including these Rules:
- Your UGC. All of your UGC either must be original with you or you must have all necessary rights in it from third parties in order to permit you to comply with these Terms and any applicable Additional Terms. Your UGC should not contain any visible logos, phrases, or trademarks that belong to third parties. Do not use any UGC that belongs to other people and pass it off as your own; this includes any content that you might have found elsewhere on the Internet. If anyone contributes to your UGC or has any rights to your UGC, or if anyone appears or is referred to in the UGC, then you must also have their permission to submit such UGC to CEI. (For example, if someone has taken a picture of you and your friend, and you submit that photo to CEI as your UGC, then you must obtain your friend’s and the photographer’s permission to do so.)
- Speaking of Photos: No Pictures, Videos, or Images of Anyone Other Than You and Your Friends and Family. If you choose to submit photos to the Sites, link to embedded videos, or include other images of real people, then make sure they are of you or of you and someone you know – and only if you have their express permission to submit it.
- Act Appropriately. All of your Sites activities must be venue appropriate, as determined by us. Be respectful of others’ opinions and comments so we can continue to build Forums for everyone to enjoy. If you think your UGC might offend someone or be embarrassing to someone, then chances are it probably will, and it doesn’t belong on the Sites. Cursing, harassing, stalking, insulting comments, personal attacks, gossip, and similar actions are prohibited. Your UGC must not threaten, abuse, or harm others, and it must not include any negative comments that are connected to race, national origin, gender, sexual orientation, religion, or handicap. Your UGC must not be defamatory, slanderous, indecent, obscene, pornographic, or sexually explicit. Your UGC must not exploit children under the age of 18.
- Do Not Use for Commercial or Political Purposes. Your UGC must not advertise or promote a product or service or other commercial activity, or a politician, public servant, or law.
- Do Not Use to Solicit or Send Unwanted Communications. Do not harvest or collect email addresses or other contact information of others from the Sites by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications. Do not solicit personal information from anyone or solicit passwords or personally identifying information for commercial or unlawful purposes. This also includes not uploading, posting, transmitting, sharing or otherwise making available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.
- Do Not Use for Inappropriate Purposes. Your UGC must not promote any infringing, illegal, or other similarly inappropriate activity.
- Be Honest and Do Not Misrepresent Yourself or Your UGC. Do not impersonate any other person, user, or company, and do not submit UGC that you believe may be false, fraudulent, deceptive, inaccurate, or misleading, or that misrepresents your identity or affiliation with a person or company. In the event you receive anything in consideration from us with respect to your UGC (e.g., coupons, sweepstakes entries, etc.) you represent you will include disclosure of the receipt of this consideration clearly and conspicuously as part of the UGC and include any other disclosures we may require.
- Others Can See. We hope that you will use the Forums to exchange information and content and have venue appropriate discussions with other members. However, please remember that the Forums are public or semi-public and UGC that you submit on the Sites within a Forum may be accessible and viewable by other users. Do not submit personally identifying information (e.g., first and last name together, password, phone number, address, credit card number, medical information, email address, or other personally identifiable information or contact information) on Forum spaces and take care when otherwise disclosing this type of information to others.
- Don’t Share Other People’s Personal Information. Your UGC should not reveal another person’s address, phone number, email address, social security number, credit card number, medical information, financial information, or any other information that may be used to track, contact, or impersonate that individual, unless, and in the form and by the method, specifically requested by CEI (e.g., an email address to send an email invite to a friend).
- Don’t Damage the Sites or Anyone’s Computers or Other Devices. Your UGC must not submit viruses, Trojan horses, spyware, or any other technologies or malicious code that could impact the operation of the Sites or any computer or other Device.
If you submit UGC that CEI reasonably believes violates these Rules, then we may take any legally available action that we deem appropriate, in our sole discretion. However, we are not obligated to take any action not required by applicable law. We may require, at any time, proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, the UGC in question being removed from the Sites.
(ii) Your Interactions with Other Users; Disputes. You are solely responsible for your interaction with other users of the Sites, whether online or offline. We are not responsible or liable for the conduct or content of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities.
C. Appropriate Content and Alerting Us of Violations. We expect UGC to be appropriate for a general audience, but do not undertake to monitor it, and you consent to potentially encountering content you find offensive or inappropriate. We may include venue and content rules as Additional Terms. If you discover any content that violates these Terms or any applicable Additional Terms, you may contact us by emailing firstname.lastname@example.org. For alleged infringements of Intellectual Property rights, see Section 5.
3. SITES AND CONTENT USE RESTRICTIONS.
A. Sites Use Restrictions. You agree that you will not: (i) use the Sites for any political or commercial purpose in competition with us (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products); (ii) use any meta tags or any other “hidden text” utilizing any Intellectual Property; (iii) engage in any activities through or in connection with the Sites that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third-party, or are otherwise objectionable to CEI; (iv) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Sites by any means whatsoever or modify any Sites source or object code or any Software or other products, services, or processes accessible through any portion of the Sites; (v) engage in any activity that interferes with a user’s access to the Sites or the proper operation of the Sites, or otherwise causes harm to the Sites, CEI, or other users of the Sites; (vi) interfere with or circumvent any security feature (including any digital rights management mechanism, device or other content protection or access control measure) of the Sites or any feature that restricts or enforces limitations on use of or access to the Sites, the Content, or the UGC; (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Sites, including email addresses, without the express consent of such users); (viii) attempt to gain unauthorized access to the Sites, other computer systems or networks connected to the Sites, through password mining or any other means; or (ix) otherwise violate these Terms or any applicable Additional Terms.
B. Content Use Restrictions. You also agree that, in using the Sites, you: (i) will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Sites by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) will not frame or utilize framing techniques to enclose any such content (including any images, text, or page layout); (iii) will keep intact all Trademark, copyright, and other Intellectual Property and other notices contained in such content; (iv) will not use such content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands; (v) will not make any modifications to such content (other than to the extent of your specifically permitted use of CEI Licensed Elements, if applicable); (vi) will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third-party or on any third-party application or website, or otherwise use or exploit such content in any way for any purpose except as specifically permitted by these Terms or any applicable Additional Terms or with the prior written consent of an officer of CEI or, in the case of content from a licensor, the owner of the content; and (vii) will not insert any code or product to manipulate such content in any way that adversely affects any user experience or the Sites.
C. Availability of Sites and Content. CEI, in its sole discretion without advance notice or liability, may immediately suspend or terminate the availability of the Sites and/or Content (and any elements and features of them), in whole or in part, for any reason, in CEI’s sole discretion, and without advance notice or liability.
4. CREATING AN ACCOUNT.
A. Accounts. In order to access or use some of the features on the Sites, you must first register through our online registration process. The Sites’ practices governing any resulting collection use, disclosure and management of your personal information are disclosed in the applicable privacy policies or notices. If you are under the age of majority in your state, then you are not permitted to register as a user, create a Profile Page or otherwise use the Sites or submit personal information to us. If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or we may provide you a randomly generated initial password) and you agree that: (i) you will not use a username (or email address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or email address for any other reason in our sole discretion; (ii) you will provide true, accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it including on your Profile Page, continuously and promptly to keep it accurate, current, and complete; (iii) you are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity; (iv) you are solely responsible for maintaining the confidentiality of your password and for restricting access to your Device so that others may not access any password protected portion of the Sites using your name, username, or password; (v) you will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security, but accept that we are not responsible for thereafter stopping or preventing unauthorized use; and (vi) you will not sell, transfer, or assign your account or any account rights. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any applicable Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right, as permitted by applicable law, to terminate your account or suspend or otherwise deny your access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability.
B. Profiles. We may from time-to-time permit you to set up private, semi-private and/or public profile pages (“Profile Page(s)”) that allows you to provide and/or display information about you. Your Profile Page may not include any form of prohibited UGC, as outlined in Section A above. Without limiting the foregoing, Profile Pages may not include content that you are attempting to sell through the Sites, and cannot be used to conduct commercial activities in competition with us, including, but not limited to, transactions, advertising, fundraising, contests or other promotions absent our prior written consent. We may offer you the ability to set preferences relating to your profile or Sites’ activities, but settings may not become effective immediately or be error free, and options may change from time-to-time. We assume no responsibility or liability for users’ profile material. Profile Pages may only be set up by you or your authorized representative, or an authorized representative of the individual that is the subject of the Profile Page. We do not review Profile Pages to determine if they were created by an appropriate party, and we are not responsible for any unauthorized Profile Pages that may appear on the Sites. If there is any dispute as to whether a Profile Page has been created or is being maintained by an authorized representative of the individual who is the subject of that Profile Page, then we shall have the sole right, but are not obligated, to resolve such dispute as we determine is appropriate in our sole discretion. Such resolution may include, without limitation, deleting or disabling access to Profile Pages, or any portion thereof, at any time without notice.
5. PROCEDURE FOR ALLEGING COPYRIGHT INFRINGEMENT.
If you are a copyright owner who would like to send us a notice pursuant to the Digital Millennium Copyright Act (“DMCA”) to identify content or material posted on the Sites that is infringing that you would like removed from our Sites, or if you are a user whose work has been removed in response to such a notice of infringement and would like to file a DMCA counter-notice you may submit such notice to us by following the instructions in this section 5.
A. DMCA Requirements. We are committed to complying with U.S. copyright and related Intellectual Property laws. Our policy is to respond to notices of alleged infringement that comply with the DMCA. It is our policy to remove and discontinue service to repeat offenders. If you believe your copyrighted work has been copied and is accessible on the Sites in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in accordance with the requirements of the DMCA:
- The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf.
- A description of the copyrighted work that you claim has been infringed and a description of the infringing activity.
- Identification of the location where the original or an authorized copy of the copyrighted work exists.
- Identification of the URL or other specific location on the Sites where the material you claim is infringing is located, and enough information to allow us to locate the material.
- Your name, address, telephone number, and email address so that we may contact you.
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
CEI will only respond to DMCA Notices that it receives by mail or email at the addresses below. Our agent for notice of claims of copyright infringement on the Sites can be reached as follows:
CEI Legal Department
Attn: DMCA Agent
6205-A Peachtree Dunwoody Road
16th Floor, Legal Dept.
Atlanta, GA 30328
By email: CEIDMCA@coxinc.com
By phone: 678-645-6256
The email address and phone number above is only for reporting copyright infringement and may not be used for any other purpose. If you believe an individual is a repeat infringer, please follow the instructions above to contact our DMCA agent and provide information sufficient for us to verify the individual is a repeat infringer. It is often difficult to determine if your copyright has been infringed. CEI may elect to not respond to DMCA notices that do not substantially comply with all of the foregoing requirements, and CEI may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.
B. DMCA Counter-Notification. If access on the Sites to a work that you submitted to CEI is disabled or the work is removed as a result of a DMCA copyright infringement notice, and you believe in good faith that the allegedly infringing works have been removed or blocked by mistake or misidentification, then you may send a “Counter-Notification” to the mail or email address listed above. Your DMCA Counter-Notification should contain the following information:
- a legend or subject line that says: “DMCA Counter-Notification”;
- a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the full URL of the page(s) on the Sites from which the material was removed or access to it disabled);
- a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
- your full name, address, telephone number, email address, and the username of your account with us (if any);
- a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the Northern District of Georgia, Atlanta division), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and
- your electronic or physical signature.
C. Receipt of DMCA Counter-Notification. If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the address above that the party who sent us the DMCA copyright infringement notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Sites. Upon our receipt of a Counter-Notification that satisfies the requirements of DMCA, we will provide a copy of the counter notification to the person who sent the original notification of claimed infringement and will follow the DMCA's procedures regarding counter notification. All Counter-Notifications must satisfy the requirements of Section 512(g)(3) of the U.S. Copyright Act. In all events, you expressly agree that neither CEI nor its employees, officers, directors, or agents will be a party to any disputes or lawsuits regarding alleged copyright infringement. Please note you may be held liable for money damages if you materially misrepresent an activity is infringing your copyrights.
6. NOTICES, QUESTIONS AND CUSTOMER SERVICE.
You agree that we may give you notices or otherwise respond to you by mail or to your email (if we have it on file) or in any other manner reasonably elected by us. All legal notices to us must be sent to: CEI Legal Department at 6205-A Peachtree Dunwoody Road NE Atlanta, GA 30328. If you have a question regarding the Sites, you may contact CEI Customer Support by sending an email to InSideCox@coxinc.com by calling us at 1-800-234-3993. You acknowledge that we have no obligation to provide you with customer support of any kind and that customer service personnel cannot change or waive Terms or applicable Additional Terms.
7. PRODUCT SPECIFICATIONS; PRICING; TYPOGRAPHICAL ERRORS.
We strive to accurately describe our products or services offered on the Sites; however, we do not warrant that such specifications, pricing, or other content on the Sites is complete, accurate, reliable, current, or error-free. As permitted by applicable law, CEI shall have the right to refuse or cancel any applicable orders in its sole discretion. Your potential orders are offers to purchase subject to our acceptance, which we may reject or cancel subject to refund. Additional Terms may apply.
8. DISPUTE RESOLUTION; MANDATORY BINDING ARBITRATION; CLASS ACTION; CLASS ARBITRATION AND COLLECTIVE ARBITRATION WAIVERS.IF YOU FOLLOW THE PROCEDURES SET FORTH IN SECTION 8(B) BELOW, YOU HAVE THE RIGHT TO OPT OUT OF THIS DISPUTE RESOLUTION PROVISION (EXCEPT JURY TRIAL WAIVER) WITHIN 30 DAYS OF THE EFFECTIVE DATE OF THESE TERMS; PROVIDED HOWEVER IF YOU ACCESS OR USE THE SITES AFTER THE EFFECTIVE DATE OF THESE TERMS, YOU HAVE THE RIGHT TO OPT OUT OF THIS DISPUTE RESOLUTION PROVISION (EXCEPT JURY TRIAL WAIVER) WITHIN 30 DAYS OF YOUR ACCEPTANCE OF THESE TERMS (THE “OPT-OUT PERIOD”). OTHERWISE, YOU WILL BE BOUND TO SETTLE ANY DISPUTES YOU MAY HAVE WITH CEI THROUGH THE FOLLOWING DISPUTE RESOLUTION PROCEDURES.
A. YOU AND CEI AGREE TO ARBITRATE — RATHER THAN LITIGATE IN COURT — any and all claims, disputes, or controversies between you and CEI, including any parents, subsidiaries, officers, directors, employees, or agents of CEI, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, or any other intentional tort) or other legal or equitable theory (“Dispute”) that arise out of or in any way relate to these Terms, any of the Sites provided under these Terms or any other services or products that CEI provides to you in connection with these Terms (including but not limited to amounts that CEI charges you for services or products provided, any alleged breach related to the collection, retention or disclosure of your personal information, and any alleged violation of our Privacy Notice. The term “Dispute” means any and all past, present or future disputes, claims or controversies between you and Cox, whether based in contract, statute, regulation, ordinance, tort (including, without limitation, fraud, misrepresentation, fraudulent inducement, negligence or any other intentional tort) or any other legal or equitable theory, and includes, without limitation, any such disputes, claims or controversies arising out of or relating to the validity, enforceability, interpretation and/or scope of this Dispute Resolution Section, provided, however, that the term “Dispute” does not include any such disputes, claims or controversies arising out of or relating to the validity, enforceability, interpretation and/or scope of the Class Action, Class Arbitration and Collective Arbitration Waivers set forth in Section 8(C) below, or whether claims to resolve any Disputes must proceed solely on an individual basis, all of which shall be decided by a Court of competent jurisdiction, and not by an arbitrator. With that sole exception which shall be broadly construed, the term “Dispute” shall be given the broadest possible meaning. You and CEI also agree to arbitrate any and all Disputes that arise out of or relate in any way to any services or products provided to you by CEI or any of its affiliated entities under any other agreement. Notwithstanding this agreement to arbitrate, you and CEI may bring appropriate Disputes against each other in small claims court, if the Dispute falls within the small claims court’s jurisdiction.
B. Opt-Out: You may opt out of this dispute resolution provision (except for the jury trial waiver contained in Section 8(G) or the survival terms in Section 8(H)) by notifying CEI of that intent during the Opt-Out Period by sending an email to CEI at email@example.com or a letter via U.S. mail to CEI Legal Department, Attn: Litigation Counsel, 6205-A Peachtree Dunwoody Road NE Atlanta, GA 30328 stating that you are opting out of this dispute resolution provision. Exercising this right, should you choose to do so, will not affect any of the other terms of these Terms with CEI, and you may remain a CEI customer. If you opt out of the dispute resolution provision, that opt out will remain in effect if CEI modifies this section in the future or you agree to a new term of service under these Terms. If you enter into new terms with CEI that includes a dispute resolution provision and you want to opt out of that provision, you will need to follow the instructions in that agreement for opting out.
C. “Class Action Waiver”; “Class Action Arbitration”; and “Collective Arbitration Waiver”: You and CEI agree that all Disputes between you and CEI will be arbitrated individually, and that there will be no class, collective, coordinated representative, or consolidated actions in arbitration (a “Class or Collective Arbitration”). You and CEI agree that any action or agreement by you to bring claims or to participate in any claims related to a Dispute in a Class or Collective Arbitration is contrary to these Terms. A Collective Arbitration shall include, but is not limited to, any claim (i) to resolve a Dispute involving two (2) or more similar claims for arbitration filed by or on behalf of one or more claimants; (ii) which involves common questions of law or fact; (iii) which involves an agreement to cooperate or coordinate the arbitration demands being asserted against the same defendant(s); and (iv) is initiated at or near the same time. You and CEI agree that this class action waiver and Collective Arbitration waiver shall be binding in any arbitral proceeding. No arbitrator shall have the authority to consolidate, join, or allow the coordination of more than one (1) person’s claims or to preside over a class, collective, mass or representative proceeding in any form. No arbitrator shall have the authority to determine the enforceability of this Section 8(C). If you or CEI brings a claim in small claims court, the class action waiver will apply, and neither of us can bring a claim on a class or representative basis. Furthermore, neither you nor CEI may participate in a class or representative action as a class member if the class action asserts Disputes that would fall within the scope of this arbitration agreement if they were directly asserted by you or CEI. We both agree that this class action waiver is an essential part of our arbitration agreement and that if this class action waiver is found to be unenforceable by any court then the entire arbitration agreement set forth in this Section 8 will not apply to any Dispute between you and CEI, except for the provisions of Section 8(G) waiving the right to jury trial. This class action and collective arbitration waiver may not be severed from our arbitration agreement.
D. Arbitrator Authority: The arbitration between you and CEI will be binding. In arbitration, there is no judge and no jury. Instead, our disputes will be resolved by an arbitrator, whose authority is governed by these Terms. You and CEI agree that an arbitrator may only award such relief as a court of competent jurisdiction could award, limited to the same extent as a court would limit relief pursuant to these Terms. An arbitrator may award attorneys’ fees and costs if a court would be authorized to do so, and may issue injunctive or declaratory relief if that relief is required or authorized by the Applicable Law (defined in Section 12(I)), but that injunctive or declaratory relief may not extend beyond you and your dealings with CEI. Review of arbitration decisions in the courts is very limited.
E. Informal Dispute Resolution: You and CEI agree that you will try to resolve disputes informally before resorting to arbitration. If you have a dispute, first call CEI Customer Care at 1-(800) 234-3993. If a CEI representative is unable to resolve your dispute in a timely manner, you agree to then notify CEI of the dispute by sending a written description of your claim to CEI Legal Department, Attn: Corporate Escalation Team, 6205-A Peachtree Dunwoody Road, Atlanta, GA 30328 so that CEI can attempt to resolve it with you. If CEI does not satisfactorily resolve your claim within 30 calendar days of receiving written notice to CEI Customer Care of your claim, then you may pursue the claim in arbitration. Neither you nor CEI may initiate arbitration without first following the informal dispute resolution procedure provided in this paragraph and thereafter, if the dispute is still not resolved, the party who desires to initiate arbitration must provide the other written notice of the intent to file for arbitration. If you are sending a written notice of your intent to file for arbitration to CEI, please send such notice via U.S. mail to the CEI Legal Department, Attn: Litigation Counsel, 6205-B Peachtree Dunwoody Road, Atlanta, GA 30328. If CEI is sending you a written notice of our intent to file for arbitration, we will send it to the last known address of record we have on file for you.
F. Arbitration Procedures: You and CEI agree that these Terms and the services CEI provides to you affect interstate commerce and that the Federal Arbitration Act and not state arbitration laws applies for all Disputes. All arbitrations shall be conducted by the American Arbitration Association (“AAA”). The AAA’s rules are available on its website at www.adr.org or by calling 1-800-778-7879. If the claim asserted in arbitration is for less than $75,000, the AAA’s Consumer Arbitration Rules will apply. If the claim asserted is for $75,000 or more, the Commercial Arbitration Rules will apply. If there is a conflict between the AAA’s rules and this dispute resolution agreement, this dispute resolution agreement shall control. To initiate arbitration, you must send a letter requesting arbitration and describing your claims to CEI at firstname.lastname@example.org or via U.S. mail to CEI Legal Department, Attn: Litigation Counsel, 6205-A Peachtree Dunwoody Road, Atlanta, GA 30328. You must also comply with the AAA’s rules regarding initiation of arbitration. CEI will pay all filing fees and costs for commencement of arbitration, but you will be responsible for your own attorneys’ fees and costs unless otherwise determined by the arbitrator pursuant to these Terms or Applicable Law. CEI will not seek to recover its fees and costs from you in the arbitration, even if allowed under the law, unless your claim has been determined to be frivolous. If you are successful in the arbitration, CEI will pay your reasonable attorney’s fees and costs. If you obtain an award from the arbitrator greater than CEI’s last written settlement offer, CEI will pay you $5,000 in addition to what you have been awarded in the arbitration. The arbitration will be held in the county of Atlanta, Georgia and either party may appear either in person or by telephone.
G. Jury Trial Waiver: If for any reason this arbitration agreement is found to be unenforceable, or if you opt out of this dispute resolution agreement, you and CEI expressly and knowingly WAIVE THE RIGHT TO TRIAL BY JURY. This means that a Judge rather than a Jury will decide disputes between you and CEI if, for any reason, the arbitration agreement is not enforced.
H. Survival: This dispute resolution provision survives the termination of your use of the Sites. If you bring a claim against CEI after termination of your use of the Sites that is based in whole or in part on events or omissions that occurred while you were using the Sites, this dispute resolution provision shall apply.
9. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.
A. AS PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE SITES IS AT YOUR SOLE RISK AND THE SITES IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. To the fullest extent permissible by applicable law, CEI and their direct and indirect parents, subsidiaries, and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “the CEI Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, in connection with, or otherwise directly or indirectly related to, without limitation, the Sites, Content, the CEI Licensed Elements, UGC or other the CEI products or services, except as set forth in subsection C, below.
B. EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN, OR IN APPLICABLE ADDITIONAL TERMS, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, THE CEI PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
C. NOTWITHSTANDING THE FOREGOING, THIS SECTION DOES NOT EXPAND OR LIMIT (I) ANY EXPRESS, WRITTEN PRODUCT WARRANTY OR RELATED DISCLAIMERS THAT ARE PROVIDED BY THE CEI PARTIES OR THEIR SUPPLIERS WITH REGARD TO A PHYSICAL PRODUCT SOLD BY THE CEI PARTIES TO YOU, OR ANY WARRANTY ON A PHYSICAL PRODUCT TO THE EXTENT REQUIRED BY APPLICABLE LAW; (II) THE CEI PARTIES’ LIABILITY FOR PERSONAL INJURY TO YOU CAUSED BY THE CEI PARTIES TO THE EXTENT NOT WAIVABLE OR CANNOT BE LIMITED UNDER APPLICABLE LAW; OR (III) ANY CAUSE OF ACTION YOU MAY HAVE AGAINST THE CEI PARTIES THAT IS NOT WAIVABLE OR CANNOT BE LIMITED UNDER APPLICABLE LAW.
10. LIMITATIONS OF OUR LIABILITY.
A. AS PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY CEI PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages of any kind, including without limitation loss of profits, in connection with, or otherwise directly or indirectly related to, without limitation, the Sites, Content, the CEI Licensed Elements, UGC or other CEI products or services, except, to the extent not waivable under applicable law, for direct damages for personal injury caused by a physical product manufactured, sold or provided by CEI.
B. The foregoing limitations of liability will apply even if any of the events or circumstances were foreseeable and even if the CEI Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Sites).
C. AS PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE CEI PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SITES AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID CEI IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S).
D. NOTWITHSTANDING THE FOREGOING, THIS SECTION DOES NOT EXPAND OR LIMIT (I) ANY EXPRESS, WRITTEN PRODUCT WARRANTY OR RELATED DISCLAIMERS THAT ARE PROVIDED BY THE CEI PARTIES OR THEIR SUPPLIERS WITH REGARD TO A PHYSICAL PRODUCT SOLD BY THE CEI PARTIES TO YOU, OR ANY WARRANTY ON A PHYSICAL PRODUCT TO THE EXTENT REQUIRED BY APPLICABLE LAW; (II) THE CEI PARTIES’ LIABILITY FOR PERSONAL INJURY TO YOU CAUSED BY the CEI PARTIES TO THE EXTENT NOT WAIVABLE OR CANNOT BE LIMITED UNDER APPLICABLE LAW; OR (III) ANY CAUSE OF ACTION YOU MAY HAVE AGAINST THE CEI PARTIES THAT IS NOT WAIVABLE OR CANNOT BE LIMITED UNDER APPLICABLE LAW.
11. UPDATES TO TERMS.
12. GENERAL PROVISIONS.
A. CEI’s Consent or Approval. As to any provision in these Terms or any applicable Additional Terms that grants CEI a right of consent or approval or permits CEI to exercise a right in its “sole discretion,” CEI may exercise that right in its sole and absolute discretion. Note CEI’s consent or approval may be deemed to have been granted by CEI without being in writing and signed by an officer of CEI.
C. Operation of the Sites; Availability of Products and Services; International Issues. CEI controls and operates the Sites from the U.S.A., and makes no representation that the Sites are appropriate or available for use beyond the U.S.A. If you use the Sites from other locations, you are doing so on your own initiative and responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply.
D. Export Controls. You are responsible for complying with all applicable trade regulations and laws both foreign and domestic. Except as authorized by U.S. law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
E. Severability; Interpretation. If any provision of these Terms, or any applicable Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the applicable Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the applicable Additional Terms. To the extent permitted by applicable law, you agree to waive and will waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.
G. Assignment. CEI may assign its rights and obligations under these Terms and any applicable Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any applicable Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of CEI.
H. Complete Agreement; No Waiver. These Terms, and any applicable Additional Terms, reflect our complete agreement regarding the Sites and supersede any prior agreements, representations, warranties, assurances or discussion related to the Sites. Except as expressly set forth in these Terms or any applicable Additional Terms, (i) no failure or delay by you or CEI in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any applicable Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
I. Applicable Law. These Terms and any applicable Additional Terms will be governed by and construed in accordance with, and any Dispute will be resolved in accordance with, the laws of the State of Georgia, without regard to its conflicts of law provisions that might apply the laws of another jurisdiction.
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