Coxreels Holding, LLC ("Coxreels," "us," or "we") operates the web site located at www.coxreels.com (the "Site"). Coxreels provides a variety of services through the Site including, but not limited to, providing information regarding our products and services (the "Services"). This Agreement applies to all users of the Site and Services.
THESE TERMS OF USE (THIS "AGREEMENT") FORM A LEGALLY BINDING AGREEMENT BETWEEN YOU, OR, IF YOU REPRESENT AN ENTITY OR OTHER ORGANIZATION, THAT ENTITY OR ORGANIZATION (IN EITHER CASE "YOU") AND COXREELS SETTING FORTH THE TERMS FOR YOUR USE OF THE SITE AND SERVICES.
BY ACCESSING OR USING THE SITE OR SERVICES, YOU ARE ACCEPTING THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT).
YOU MAY NOT ACCESS OR USE THE SITE OR SERVICES OR ACCEPT THE AGREEMENT IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE SITE OR SERVICES.
1. ACCOUNTS. While this Agreement applies to all access to and use of the Site or Services, in order to use certain features of the Site or Services, you must register for an account on the Site with Coxreels (an "Account") and provide certain information about yourself as prompted by the registration form on the Site. Not all users of the Site will be eligible to create an Account. Coxreels at its sole discretion shall decide which users are allowed to create an Account. If you create an Account, you represent and warrant that: (1) all required registration information you submit is truthful and accurate; and (2) you will update such information as necessary to maintain the truthfulness and accuracy of such information. You may delete your Account at any time, for any reason, by emailing us at info@coxreels.com. Coxreels may suspend or terminate your Account in accordance with Section 9. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Coxreels of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Coxreels cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2. ACCESS
2.1 Right to Access the Site. Subject to the terms of this Agreement, you may access and use the Site solely for your personal use and at all times in accordance with the terms of this Agreement.
2.2 Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, loan, assign, distribute, or otherwise transfer your access to the Site (including your Account) to any third party; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services; (c) you shall not access the Site or Services in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Site or Services shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Site or Services content must be retained on all copies thereof.
2.3 Modification. Coxreels reserves the right, at any time, to modify, suspend, or discontinue the Site or Services or any part thereof with or without notice. You agree that Coxreels will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services or any part thereof.
2.4. No Support or Maintenance. You acknowledge and agree that Coxreels will have no obligation to provide you with any support or maintenance in connection with the Site or Services.
3. DATA COLLECTION AND USE.
3.1 User Data. In order for Coxreels to create an Account and for you to use the Account, you will need to provide User Data. As used in this Agreement, your "User Data" means any information that you provide to Coxreels when you registered for an Account, including, but not limited to, your name, your company's name, and your email address.
3.2 Data License. You hereby grant, and you represent and warrant that you have the right to grant, to Coxreels an irrevocable, perpetual, nonexclusive, royalty-free and fully paid, irrevocable, worldwide license to "process" (meaning to perform any activity, including reproduce, use, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, disclose, and otherwise use) your User Data, and to grant sublicenses of the foregoing.
3.3. Enforcement. We reserve the right (but have no obligation) to review your User Data, investigate, and/or take appropriate action against you in our sole discretion if you violate this Agreement or otherwise create liability for us or any other person. Such acts may include terminating your Account in accordance with Section 9, and/or reporting you to law enforcement authorities.
4. OWNERSHIP.
4.1 Site and Services. You acknowledge that the Site and Services (and all Intellectual Property Rights (as defined below) herein and used in the operation thereof) are owned by Coxreels. You further acknowledge that Coxreels owns any and all Intellectual Property Rights associated with any information downloaded (for example, forms, SKU lists, and marketing collateral) ("Downloaded Information") from the Site. Coxreels grants you a nonexclusive, nontransferable, non-sublicensable limited license to use the Downloaded Information for personal use only. Coxreels may revoke this license at any time for any reason. If Coxreels revokes your license to the Downloaded Information, you agree to immediately return to Coxreels and/or destroy all copies of the Downloaded Information in your possession or control.
4.3 Reservation of Rights. Coxreels reserve all rights not expressly granted in this Agreement. Coxreels does not license to you any rights, title, or interest to any Coxreels trademark, trade name, or logo. The provision of access to the Site and Services does not transfer to you or any third party any rights, title or interest in, to, or under any or all Intellectual Property Rights therein.
4.4 Uploaded Information. Other than User Data, if you upload, enter, or otherwise provide any other information (including, but not limited to, order information or other forms) ("Uploaded Information") to Coxreels through the Site, you hereby assign to Coxreels all rights, title, and interest in, to, and under the Uploaded Information and agree that Coxreels shall have the right to process such Uploaded Information and related information in any manner it deems appropriate. Coxreels may treat any Uploaded Information you provide to Coxreels as non-confidential and non-proprietary. You represent and warrant that you have rights, title, and interest in the Uploaded Information that you are granting to Coxreels in this Section 4.4.
4.3 Intellectual Property. For purposes of this Agreement, "Intellectual Property Rights" means all present and future copyrights, trademarks, trade secrets, patents, patent applications, mask work rights, moral rights, contract rights, and other proprietary rights recognized by the laws of any country.
5. INDEMNIFICATION. You agree to indemnify, defend, and hold Coxreels (and its officers, directors, employees, contractors, agents, successors, and assigns) harmless, including costs and attorneys' fees (including expert fees), from any claim or demand made by any third party due to or arising out of (a) your use of or access to the Site or Services, (b) your violation of this Agreement; and (c) your violation of applicable laws or regulations (including any privacy or copyright laws). Coxreels reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Coxreels. Coxreels will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
6. THIRD PARTY SITES. The Site might contain links to third party websites, services, and advertisements for third parties (collectively, "Third Party Sites"). Such Third Party Sites are not under the control of Coxreels and Coxreels is not responsible for any Third Party Sites. Coxreels provides these Third Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites. You use all Third Party Sites at your own risk. When you link to a Third Party Site, the applicable third party's terms and policies apply, including the third party's privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites.
7. DISCLAIMERS. THE SITE AND SERVICES ARE PROVIDED "AS-IS" AND "AS AVAILABLE" AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NONINFRINGEMENT. WE MAKE NO WARRANTY THAT THE SITE OR SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
8. LIMITATION ON LIABILITY. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, THE SITE, OR SERVICES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) TEN US DOLLARS ($10) OR (B) AMOUNTS YOU'VE PAID COMPANY IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
9. TERM AND TERMINATION. Subject to termination as set forth herein, this Agreement will remain in full force and effect while you use and access the Site or Services. We may (1) suspend your rights to use the Site or Services (including your Account) or (2) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Site or Services in violation of this Agreement. Upon termination of this Agreement, your Account and right to access and use the Site and Services will terminate immediately. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 4–10.
10. ADDITIONAL TERMS.
10.1 Changes to this Agreement. We may revise or change this Agreement in our sole discretion. If we make any material revisions or changes to this Agreement, we shall notify you by prominently posting notice of the changes on our Site. Any changes to this Agreement will be effective upon 30 calendar days following our posting of notice of the changes on our Site. All revisions or changes will be effective immediately for new users of the Site or Services. Continued use of our Site or Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
10.2 Arbitration Agreement And Jury Trial Waiver, Class Action Waiver, And Forum Selection Clause. All controversies, disputes, demands, counts, claims, or causes of action between you and Coxreels arising out of, under, or related in any way to this Agreement or our privacy practices, shall exclusively be settled through binding arbitration.
a. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association ("AAA"). As modified by this Agreement, and unless agreed upon by the parties in writing, the arbitration will be governed by the AAA's Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively "Rules and Procedures").
b. You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
c. You and Coxreels must abide by the following rules: (a) for any claim that could otherwise be brought in small claims court, the arbitration shall be conducted solely based on written submissions and, if the arbitrator deems it appropriate, a telephonic hearing; (b) if the claim exceeds what can be recovered in a small claims court, the arbitration shall be conducted solely based on written submissions or a telephonic hearing, unless the arbitrator deems a face-to-face hearing is appropriate, in which case one should be held at a location agreed to by you and Coxreels, and if the parties cannot agree on a location for the hearing, the arbitrator will determine a location for the proceedings which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; (c) the arbitrator's ruling is binding and not merely advisory; (d) ANY CLAIMS BROUGHT BY YOU OR COXREELS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (e) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, (f) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Coxreels will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being costprohibitive as compared to the cost of litigation, (g) Coxreels also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (h) the arbitrator shall honor claims of privilege and privacy recognized at law; (i) a decision by the arbitrator (including any finding of fact and/or conclusion of law) against either you or Coxreels shall be confidential unless otherwise required to be disclosed by law or by any administrative body and may not be collaterally used against either of them in existing or subsequent litigation or arbitration involving any other person/Coxreels customer; and (j) each side pays its own attorneys' fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees' and litigation expenses.
d. Notwithstanding the foregoing, either you or Coxreels may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party's patent, copyright, trademark, or trade secret shall not be subject to this arbitration provision. Such claims shall be exclusively brought (unless such courts do not have personal jurisdiction in the dispute) in the state courts located in Maricopa County, Arizona or the federal courts located in Maricopa County, Arizona. Additionally, notwithstanding this arbitration provision, either party may seek emergency equitable relief before such courts in order to maintain the status quo pending the arbitrator's ruling, and hereby agree to submit to the personal jurisdiction of such courts. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
e. With the exception of subparts (c) and (d) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (c) or (d) is found to be invalid, unenforceable, or illegal, then the entirety of this arbitration provision shall be null and void, and neither You nor Coxreels shall be entitled to arbitration. In the event this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action between you and Coxreels shall be exclusively brought in the state or federal courts specified in subsection "(d)" above.
f. For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you visit the AAA website at http://www.adr.org.
10.3 Choice of Law. The Agreement is made under and shall be governed by and construed in accordance with the laws of the State of Arizona, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
10.4 Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Site and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The word "including" means "including without limitation." If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Coxreels will not be liable for any delay or non-performance of its obligations under this Agreement due to any cause beyond its control. Your relationship to Coxreels is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Coxreels' prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees. There are no third party beneficiaries of this Agreement.
11. CONTACT INFORMATION.
Address: 5865 S. Ash Ave., Tempe, Arizona, USA 85283.
Telephone: 800-269-7335
Email: info@coxreels.com
Last Revised: Tuesday, March 26, 2013