CMG COMMERCE, LLC d/b/a SOUTHERN KITCHEN and/or d/b/a ENTERTAIN SOUTHERN USER TERMS AND CONDITIONS
Welcome to Southern Kitchen and Entertain Southern. We’re glad you’ve decided to visit our website and shop in our online store. Please keep in mind that the following terms will govern your use of our website and the products and services we offer through the website. Please review them carefully.
Southernkitchen.com and Entertainsouthern.com (and/or any successor websites or URLS established by us) are provided to you by CMG Commerce, LLC d/b/a Southern Kitchen and/or d/b/a Entertain Southern (“we,” “our,” or “us”), an Affiliate of Cox Media Group, LLC (“CMG”). “Affiliate” means a company controlling, controlled by, or under common control with, another company. These User Terms and Conditions (the “Agreement”) create a binding legal contract between you and us. By using our websites, applications, mobile applications, and/or any services made available through such websites, applications, and/or mobile applications (collectively, the “Service”), you: (a) acknowledge that you are at least 13 years in age (or, if under the age of 13, supervised by a parent or legal guardian); and (b) accept the terms of this Agreement as well as any additional terms or conditions presented to you during the course of your use of our Service. We may change the terms of this Agreement or introduce new terms and conditions from time to time, in which case we will post an updated version of this Agreement on our Service and will update the date above to reflect the date the changes take effect. By continuing to use our Service after we post any such changes, you accept this Agreement, as modified.
We reserve the right to deny access to all or any portion of our Service to anyone who violates this Agreement or who, in our judgment, interferes with the ability of others to enjoy our Service, or who infringes the rights of others.
We invite you to submit your questions or comments about this Service, or to bring to our attention any material you believe to be inaccurate. To do so, please contact us at email@example.com.
DESCRIPTION AND USE OF OUR SERVICE
We provide Visitors and Registered Users with access to the Service as described below.
Visitors. Visitors, as the term implies, are people who do not register with us, but want to explore the Service. No login is required for Visitors. Visitors can: (a) view all content and access all publicly- available features and functionality on the Service; (b) purchase products listed on the Service; (c) subscribe to our communications, alerts and other notifications; and (d) contact us.
Registered Users. Registered Users can do all the things that Visitors can do, as well as: (a) access non- public features and functionality available only to Registered Users; (b) create, access, manage, and update their own personal accounts through the Service; (c) post comments and other content through the Service and/or interact with other Registered Users of the Service (all content and information provided in connection with the foregoing is collectively referred to herein as “Registered User Content”); (d) sign up for our various programs; and (e) become part of our community. Registered Users also have the option
￼of upgrading to a Premium account. As a Premium member, you may be eligible for benefits such as unique monthly rewards and prizes, as well as special offerings for local events.
We are under no obligation to accept any individual as a Registered User and may accept or reject any registration in our sole and complete discretion. In addition, we may deactivate any account at any time, including, without limitation, if we determine that a Registered User has violated this Agreement.
To obtain access to certain areas of our Service, you may be required to register with us. If you are a Registered User and do not log onto the Service using a third-party login provider (e.g., Facebook), you will be prompted to create an account, which includes a sign-in name, a password, and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future. You agree that the information you supply during that registration process will be accurate and complete and that you will not register under the name of, nor attempt to use this Service under the name of, another person. Further, you agree that you, and not CMG, are entirely responsible for all Registered User content that you upload, post, email, or otherwise transmit via the Service, and you will indemnify us with respect to any loss, liability, claim, or damage suffered or incurred by us in connection with any such registered user content. We reserve the right to reject or terminate any user name for any reason, including, in our judgment, if we deem it offensive. You will be responsible for preserving the confidentiality of your password and will notify us of any known or suspected unauthorized use of your account. We will not be liable for any loss or damage caused by any unauthorized use of your account.
In addition, you may also be given an opportunity to register with one of our partners, agents, or service providers (collectively, our “Service Providers”). Our Service Providers’ websites, applications, or mobile applications may contain terms and conditions that differ from this Agreement, so we encourage you to review them thoroughly. Notwithstanding anything to the contrary in this Agreement, we will not be liable for the content of, or any services provided by, any Affiliate of CMG other than our Service, or for the content of any websites, applications, mobile applications, or services provided by any Service Provider.
RIGHTS AND LIMITATIONS ON USE OF CONTENT ON OUR SERVICE
Our Limited License to You. Although we make this website freely accessible and grant you the limited right and license, during the effective period of this Agreement, to use the Service for your personal purposes only, we do not intend to give up our rights, or anyone else’s rights, to the materials appearing on the Service. The materials available through this Service are the property of us and our Affiliates, licensors, third party vendors, and/or advertisers, and are protected by copyright, trademark and other intellectual property laws. Nothing in the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the materials, without our prior written permission specific for each such use. Use of the materials as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the CMG trademarks inures to our benefit.
You may not otherwise reproduce any of the materials on our websites or through this Service, or distribute copies of materials found on our websites or this Service in any form (including by email or other electronic means), without prior written permission from the owner. Of course, you’re free to encourage others to access the information themselves from our Service and to tell them how to find it. If you would like to request permission to reproduce or distribute materials found on this Service for commercial purposes, please contact us at Legal Department, Cox Media Group, LLC, 6205 Peachtree Dunwoody Road, Atlanta, GA 30328. Or e-mail CMGcopyright@coxinc.com.
Your License to Us. Our Service includes features that may allow you to submit comments and other feedback or materials to us. By submitting any material to us or on any of our websites, including any text, comments, reviews, photos, video, or other content (collectively, “Materials”), you are representing that you are the owner of the Materials, or are making your submission with the express consent of the owner. By submitting any Materials to us or any of our websites by any means, including on any public posting areas of our Service, you grant us, and anyone authorized by us (including our Service Providers and our Affiliates, parents, and subsidiaries) a perpetual, irrevocable, royalty-free, unlimited, worldwide, transferable, non-exclusive license to use, reproduce, modify, archive, publish, sell, exploit, display, create derivative works from, publicly perform, and otherwise distribute such Materials as we see fit in any medium now known or hereafter developed, in any manner we see fit (for example, online or offline derivative works) and for any purpose. The foregoing grant includes the right to exploit any proprietary rights in Materials you submit to this Service, including, but not limited to, rights under copyright, trademark or patent laws that exist throughout the world. Without limiting the generality of the previous sentence, you agree that we may distribute, share or otherwise provide such Materials under any terms we see fit to any third party authorized by us without the requirement of providing you any form of compensation. You also agree that we, and anyone authorized by us, may identify you as the author of any of your Materials by name, email address or screen name, as we or they see appropriate. We also reserve the right (but assume no obligation) to delete, move, or edit any Materials that come to our attention that we or they consider unacceptable or inappropriate, whether for legal or other reasons. You understand and agree that the technical processing and transmission of the Service may involve transmissions over various networks, and may involve changes to any Materials in order to conform and adapt them to technical requirements of connecting networks or devices.
Materials Submitted by Other Users. Much of the content on this Service is posted by other users, readers, outside contributors, and third party vendors. We cannot and do not review all comments posted on our Service, postings made through social media tools available through our Service, or postings made on third-party social networking sites that may link to our Service. You may well read a post before anyone on our staff does, and you should expect these posts to include information and opinions from a variety of individuals and organizations other than us. Take what you find with a grain of salt. We do not endorse or guarantee the accuracy of any posting or Materials, regardless of whether they come from a user, a celebrity or “expert” guest, or from a member of our staff. There is no substitute for healthy skepticism and your own good judgment.
Links. We welcome links to our service. You are free to establish a hypertext link to our Service so long as the link does not state or imply any sponsorship of your site by us.
No Framing. You may not frame, or in-line link, any of the content of our Service, or incorporate into another website or other service (including any applications or mobile applications) any of our intellectual property.
Trademarks. We don’t want anyone to be confused as to which materials and services are provided by us and which aren’t. You may not use any trademark or service mark appearing on our Service without the prior written consent of the owner of the mark. CMG Commerce, Southern Kitchen, and Entertain Southern are trademarks of Cox Media Group, LLC.
Notice of Copyright Infringement. If you are an owner of intellectual property who believes your intellectual property has been improperly posted or distributed via this Service, please notify us by sending a notice by U.S. Mail to Legal Department, Cox Media Group, LLC., 6205 Peachtree Dunwoody Road, Atlanta, GA 30328. Or please email us at CMGcopyright@coxinc.com.
Your notice to us must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyrighted work allegedly infringed; (b) a description of the copyrighted work or works that allegedly have been infringed; (c) a description of where on the Service the allegedly infringing material appears that will allow us to locate the material; (d) a statement by you that you have a good faith belief that the allegedly infringing use has not been authorized by the copyright owner, its agent, or the law; and (e) a statement by you that the information in your notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the copyrighted work that has allegedly been infringed.
Third Party Websites. The Service may contain links to third party websites. These links are provided solely as a convenience to you and not as an endorsement by us of the content on such websites. The content of such websites is developed and provided by others. A vendor may have privacy and data collection practices that are different from ours. We have no responsibility or liability for these independent policies. You should contact the site administrator or webmaster for such websites if you have any concerns regarding such links or any content located on such websites. We are not responsible for the content of any linked external websites and do not make any representations regarding the content or accuracy of materials on such websites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked external websites, you do so at your own risk.
We offer for purchase through this Service products and/or services that are provided by third-party vendors. Products may include CMG-branded products. All products, even CMG-branded products, are manufactured by third party suppliers, and not by us; therefore, we have no control over the quality, safety, timeliness, reliability, legality or efficacy of any product or service provided by a third party, and we make no warranties regarding any such products or services. If you make a purchase from a vendor on our Service, or on a third-party website, application, or mobile application that you have accessed through a link on our Service, the information that you provide that vendor on its site, application, or mobile application, or otherwise as part of the transaction, such as your name, address, email, and credit card number, may be collected by the vendor, our payment processing vendor, and/or us.
When you purchase products or services on or through this Service, you may be subject to additional terms and conditions that specifically apply to your purchase or use of such products or services. Any such terms that apply to your purchase of products or services from us will be presented to you as part of your transaction. For more information regarding a vendor, its online store, its privacy policies, and/or any additional terms and conditions that may apply, visit that vendor’s website, application, or mobile application and click on its information links or contact the vendor directly. You release us and our Affiliates from any damages that you incur, and agree not to assert any claims against us or any of our Affiliates, arising from your purchase or use of any products or services made available by third parties through this Service.
If you purchase any products, the following terms and conditions apply:
As consideration for any purchase you make through the Service, you shall pay us all applicable fees and taxes. We (or our third-party payment processor) shall authorize your credit card, bank account, or other approved payment facility you provided during the registration process for the full payment of the fees and any applicable taxes, and you hereby consent to the same. All payments will be charged and made in U.S. dollars.
You must provide current, complete, and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number, and expiration date) to keep your account current, complete, and accurate, and you must promptly contact us if your credit card is lost or stolen, or if you become aware of a potential breach of account security (such as an unauthorized disclosure or use of your sign-in name or password). You hereby authorize us to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you hereby agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. You are advised to check with your bank and credit card issuer for details.
Once payment has been processed and accepted, your product will be shipped in accordance with the shipping terms you requested at checkout. All purchases are subject to our Returns Policy and shipping of all products will be in accordance with our Shipping Policy, both of which are described in detail below.
We reserve the right to determine, in our sole discretion, what products you may return and all policies governing the timing, cost and other details regarding returns. In the event that we accept a product return, we will work with our vendor to quickly determine whether to refund or replace your returned item.
Shipping is currently only available within the continental US. Please contact us if you would like to have products shipped to a location outside of the continental US. The majority of our products are shipped via UPS, FedEx, and USPS. Please note: We are currently unable to send packages to P.O. Boxes.
Many of the products listed on the Service are eligible for express shipping for an additional charge. You can see if your product has this service available by reviewing the shipping options listed on the applicable product page.
If something has special attributes, including, for instance, if the product is heavy, bulky, uniquely packaged, or is perishable, we will note an extra surcharge on the product page and at checkout.
Use at Your Own Risk. We provide the materials and services available through this Service only for informational purposes and to facilitate the sale of our vendors’ products and services. You may only use the material and the services available through this Service for your personal and non-commercial use. Despite our efforts, however, content, products, or services through this Service may, from time to time, contain errors. Before you act on any information or product details you’ve found on our Service, you should confirm any and all product related facts that are important to your decision. If you rely on any information or service available through this service, you do so at your own risk. You understand that you are solely responsible for any damage or loss you may incur that results from your use of any service or any material and/or data downloaded from or otherwise provided through this Service.
No Endorsements. We are not responsible for, and cannot guarantee the performance of, or goods and services provided by our advertisers, third party vendors, or others to whose sites, applications, or mobile applications we link. A link to another website, application, or mobile application does not constitute our endorsement of that site, application, or mobile application (nor of any product, service or other material offered on that site, application, or mobile application).
No Warranties. This Service and all materials, products, information and services available through it, are provided to you “as is,” “with all faults,” and “as available.” We, our Affiliates, agents and licensors cannot and do not warrant the accuracy, completeness, timeliness, non-infringement, title, merchantability or fitness for a particular purpose of the Service, materials, products presented and/or purchased, information and services available through this Service, nor do we guarantee that the Service, materials, information, products and product descriptions, or services will be error-free, or continuously available, or free of viruses or other harmful components. Further, we expressly disclaim any warranties implied by a course of performance, course of dealing or usage of trade.
LIMITATIONS OF LIABILITY
Under no circumstances shall we, or our Affiliates, Service Providers, third party vendors, or our licensors be liable to you or anyone else for any damages arising out of use of this Service or any portion thereof, including, without limitation, liability for consequential, special, incidental, indirect, or similar damages, even if we are advised beforehand of the possibility of such damages. (Because some states do not allow the exclusion or limitation of certain categories of damages, the above limitation may not apply to you. In such states, our liability and the liability of our affiliates, agents and licensors are limited to the fullest extent permitted by such state law.) Further, we, or our Affiliates, Service Providers, or licensors shall not be subject to liability for any defects, malfunctions, or failures of the products listed through the Service. You agree that our liability and the liability of our Affiliates, agents and licensors, if any, arising out of any kind of legal claim in any way connected to the Service shall not exceed the amount you paid for the use of the Service. Liability for damages will be limited and excluded in accordance with the preceding sentence even if any remedy provided for in this Agreement fails of its essential purpose.
The Service may contain technical inaccuracies or typographical errors or omissions. Unless required by applicable laws, we are not responsible for any such typographical, technical, or pricing errors listed on or through the Service. The Service may contain information on certain products, not all of which are available in every location. A reference to a product on the websites does not imply that such product is or will be available in your location. We reserve the right to make changes, corrections/ and/or improvements to the Service at any time without notice.
You and we agree to arbitrate – rather than litigate in court – any and all claims or disputes between the parties (including any parents, subsidiaries, Affiliates, officers, directors, employees, or agents of ours) that arise out of or in any way relate to this Service and products or services that we, our Affiliates and/or our Service Provider (on our behalf) may provide to you in connection with your use of this Service; provided, however, that in no event shall this provision prevent you from filing or joining a complaint with any federal, state, or local government agency that is authorized by law to seek relief against us on your behalf. The arbitration between you and us will be binding, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof.
In arbitration, there is no judge and no jury, and review of arbitration decisions in the courts is very limited. Instead, disputes will be resolved by an arbitrator, whose authority is governed by the terms of this Agreement. You and we 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 the terms of this Agreement. 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, but that injunctive or declaratory relief may not extend beyond you and your dealings with us. Discovery may be limited in arbitration, and procedures are more streamlined than in court. Notwithstanding this arbitration agreement, you and we may bring appropriate claims against each other in small claims court, if the claims fall within the small claims court’s jurisdiction, or any other federal, state, or local government agency authorized by law to hear your claims.
Class Action Waiver. You and we agree that all claims or disputes between you and us will be arbitrated individually, and that there will be no class, representative, or consolidated actions in arbitration. If you or we bring a claim in small claims court, the class action waiver will apply, and neither of the parties can bring a claim on a class or representative basis. Furthermore, neither you nor we may participate in a class or representative action as a class member if the class action asserts claims that would fall within the scope of this arbitration agreement if they were directly asserted by you or us. Notwithstanding the foregoing, this arbitration agreement shall not prohibit you or us from participating in any judgment or settlement in any litigation brought by a federal, state, or local government on behalf of you or us, excluding litigation brought by any relator or party in its capacity as a private attorney general. 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 or arbitrator then the entire arbitration agreement set forth in this section will not apply to any claim or dispute between you and us. This class action waiver may not be severed from our arbitration agreement.
Informal Dispute Resolution. You and we agree to try to resolve disputes informally before resorting to arbitration. If the dispute cannot be resolved by telephone, you agree to notify us of the dispute by sending a written description of your claim to Legal Department, Cox Media Group, LLC 6205 Peachtree Dunwoody Road, Atlanta, GA 30328. Or e-mail CMGcopyright@coxinc.com so that we can attempt to resolve it with you. If we do not satisfactorily resolve your claim within thirty (30) calendar days of receiving notice of it, then you may pursue the claim in arbitration. Neither you nor we may initiate arbitration without first providing the other notice of the claim and following the informal dispute resolution procedure provided in this paragraph.
Arbitration Procedures. You and we agree that this Agreement affects interstate commerce and that the Federal Arbitration Act applies. All arbitrations shall be conducted by the American Arbitration Association (“AAA”). The AAA’s rules are available on its website at http://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 Supplementary Procedures for Consumer-Related Disputes 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 Legal Department, Cox Media Group, 6205 Peachtree Dunwoody Road, Atlanta, GA 30328. Or e-mail CMGcopyright@coxinc.com. You must also comply with the AAA’s rules regarding initiation of arbitration. We will pay all filing fees and costs for commencement of an arbitration, but you will be responsible for your own attorneys’ fees and costs unless otherwise determined by the arbitrator pursuant to the terms of this agreement or applicable law. We will not seek to recover our fees and costs from you in the arbitration unless your claim has been determined to be frivolous. If you are successful in the arbitration, we will pay your reasonable attorney’s fees and costs. If you obtain an award from the arbitrator greater than our last written settlement offer, we will pay you $5,000 in addition to what you have been awarded in the arbitration. The arbitration will be held in a mutually convenient location. If you seek less than $10,000, then you may choose to hold the arbitration in person, via phone, or to have it decided based on written submissions.
Please note: we will not act as the agent for either you or third party vendors or other users in connection with resolving any disputes related to or arising out of use of this Service. We urge you and the third party vendor or other user to cooperate with each other to resolve such disputes.
USE OF COMMUNICATIONS SERVICES
We may provide a variety of options through this Service through which you can directly interact with others, such as email services, chat rooms, communications tools, forums, classifieds and other user and third party-submitted advertising, and other public posting areas (“Communications Services”). For example, you may be able to upload Materials to participate in a contest, and you may be able to send a message to another user or third party vendor regarding content or products listed on our Service. We want to encourage an open exchange of information and ideas, but at the same time we want everyone to be able to enjoy these Communications Services.
We reserve the right to deny access to any Communications Service to anyone who violates this Agreement or who, in our judgment, interferes with the ability of others to enjoy our Service or infringes the rights of others. We will comply with the requirements of the law regarding disclosure of any messages to others, including law enforcement agencies.
Communicating with Us. Although we encourage you to email us, we do not want you to, and you should not, email us any content that contains confidential information. With respect to all emails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like (“Feedback”), you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish such Feedback for any purpose, without compensation or attribution to you. We shall be free to use any Feedback contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information.
Specific Prohibited Uses. Without limiting the foregoing, we may immediately terminate your use of any Communications Service or our Service if you engage in any of the following prohibited activities:
- Uploading, posting, emailing, transmitting or otherwise making available any content or Materials that is unlawful, harmful, threatening, abusive, libelous, or obscene;
- Impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
- Forging headers or otherwise manipulating identifiers in a manner that disguises the origin of any content you transmit through any Communications Service;
- Uploading, posting, emailing, transmitting or otherwise making available any content or Materials that you do not have a right to make available under any law or under any contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- Uploading, posting, emailing, transmitting or otherwise making available any content or Materials that infringes any patent, trademark, trade secret, copyright or other proprietary right of any party;
- Uploading, posting, emailing, transmitting or otherwise making available any unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation, without our express written approval;
- Gathering for the purpose of “spamming” any email addresses that users post in our chat rooms, forums and other public posting areas;
- Uploading, posting, emailing, transmitting or otherwise making available any content or Materials that contains software viruses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications or other equipment, or to cause a security breach of such software, hardware or telecommunications or other equipment;
- Uploading or posting any off-topic or irrelevant material to any chat room or forum;
- Interfering with or disrupting any servers or networks used to provide the Communications Services or our Service, or disobeying any requirements, procedures, policies or regulations of the
networks we use to provide the Communications Services or our Service;
- Violating any applicable local, state, national or international law, including, but not limited to: (a) all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside; (b) regulations promulgated by the U.S. Securities and Exchange Commission; and (c) any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the
- “Stalking” or otherwise harassing another;
- Instigating or encouraging others to commit illegal activities or cause injury or property damage
to any person;
- Collecting or storing personal data about other users or third party vendors through our Service;
- Using any robot, spider, scraper, or other automated means to access the Service for any purpose
without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Service for the sole purpose of and solely to the extent necessary for creating publicly-available searchable indices of the materials, but not caches or archives of such materials;
- Blocking, obscuring, covering, or in any way interfering with any advertisements and/or safety features of the Service;
- Accessing or using the Service to collect any market research for a competing business;
- Communicating or leaving a review that contains private information or is used for the extortion
purposes against a third party vendor, as determined in our reasonable judgment;
- “Shilling,” which is the fraudulent inflation of a third party vendor’s reputation by use of an
- Gaining unauthorized access to our Service, or any account, computer system, or network
connected to this Service, by means such as hacking, password mining or other illicit means; or
- Obtaining or attempting to obtain any materials or information through any means not
intentionally made available through this Service.
Spam. We will immediately terminate any account which we believe is being used to transmit, or is otherwise connected with, any spam or other unsolicited bulk email in connection with any messaging service or Communications Service made available through the Service. In addition, because damages are often difficult to quantify, if actual damages cannot be reasonably calculated, then you agree to pay us liquidated damages of $2 for each item of spam, unsolicited bulk email or private messaging transmitted from, or otherwise connected with, your account. Otherwise you agree to pay our actual damages, to the extent such actual damages can be reasonably calculated.
Viruses. Because of the volume of messages sent by us and through the Service, we cannot and do not always monitor such messages and attachments. You acknowledge and agree that such messages may contain viruses, worms or other harmful components. You also acknowledge and agree that you are solely responsible for screening the messages and attachments for viruses, worms and other harmful components.
You agree to indemnify and hold us and our Affiliates, Service Providers, third party vendors, and our licensors, and all of their respective officers, directors, employees, and agents, harmless from and against any and all losses, expenses, damages, and costs, including reasonable attorneys’ fees, that arise out of your use of the Service, violation of this Agreement by you or any other person using your account, or your violation of any rights of another. We reserve the right to control the defense of any action for which we are entitled to indemnification hereunder. In such event, you agree to cooperate with us, at our expense, as we may reasonably request in connection with our defense of the applicable claim.
TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Service, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Service at any time without prior notice or liability. If we do so, it is important to understand that you do not have a contractual or legal right to continue to use our Service.
Those Sections of this Agreement that are intended by their nature to be performed after termination or expiration (including without limitation, Disclaimers, Limitation of Liability, Dispute Resolution and Indemnification) shall survive such termination or expiration.
GOVERNING LAW; JURISDICTION; COMPLIANCE WITH LAWS
You agree that, unless contrary to any applicable law, any cause of action arising out of or related to the Service, the materials provided via the Service, the products listed on the Service, or this Agreement must be commenced by you within one (1) year after the cause of action accrues, otherwise such cause of action is permanently barred. This Agreement has been made in and shall be construed in accordance with the laws of the State of Georgia, without regard to its conflicts of laws rules. By using this Service, you consent to the exclusive jurisdiction of the state and federal courts in Fulton County, Georgia, for all disputes arising out of or relating to this Agreement or this Service (without limiting the arbitration provisions above).
The Service is based in the United States. We make no claims concerning whether any material provided via the Service may be downloaded, viewed, or be appropriate for use outside of the United States. If you access or use the Service, any materials on it, or the products from outside of the United States, you do so
at your own risk. You are solely responsible for ensuring compliance with the laws of your specific jurisdiction regardless of whether inside or outside of the United States.
This Agreement will remain in effect even after your access to the Service is terminated, or your use of the Service ends. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision will be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement will remain in full force and effect.
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.