Cox Case Management Software
Terms of Service Agreement
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| This Terms of Service Agreement (the “Agreement”) is a binding agreement between you and The Law Offices of Aaron D. Cox, P.L.L.C. (herein, “Cox”) governing your access to and use of the Cox Case Management Software (the “System,” as further described in Article 1, below) incident to the performance of legal services by Cox for an individual or entity (a “Client”).
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| This Agreement describes your legal rights, remedies and obligations regarding access to and use of the System. Please read it carefully. BY CLICKING ON THE “I AGREE” BUTTON BELOW, OR BY OTHERWISE ACCESSING OR USING THE SYSTEM OR ANY COMPONENTS OF THE SYSTEM, YOU INDICATE THAT YOU HAVE READ THIS AGREEMENT, AND THAT YOU UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL APPLICABLE LAWS AND REGULATIONS.
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| If you do not agree to the terms and conditions of this Agreement, then you should not click on the “I Agree” button; you will then have no right to access or use the System. Failure to use the System in accordance with the terms and conditions of this Agreement may subject you to civil and criminal penalties.
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| Any questions or concerns regarding the terms and conditions of this Agreement should be addressed to Cox prior to acceptance of this Agreement. Cox can be contacted as described in Article 8 below.
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| If you are accessing and using the System on behalf of Cox (e.g., as an employee or contractor) you hereby represent that you have authorization to do so from an authorized representative of Cox and are doing so in the course of work that you are performing for Cox. Your access and use of the System will be subject to the terms and conditions set forth in Section 1.1, Section 1.2, Section 1.3, Section 1.4, Article 2, Section 3.1, Section 3.3, Article 4, Section 5.3, Section 5.6, Section 5.7, Article 6, Article 8, Article 9, and Article 10, of this Agreement. If you do not have such authorization, or if you do not agree with the terms and conditions of this Agreement, do not click “I Agree” below, and you do not have the right to access or use the System
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| If you are entering into this Agreement as a Client (e.g., as an officer, director, employee, third-party counsel, advisor, or agent of a Client), you hereby represent that you have the legal authority to bind the Client to this Agreement in its entirety, in which case “you” and “your” shall refer to you and the Client, individually and jointly. If you do not have such authority, or if you do not agree with the terms and conditions of this Agreement, do not click “I Agree” below, and you do not have the right to access or use the System.
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| 1. |
THE SYSTEM AND SYSTEM ACCESS |
| 1.1 |
Description of the System. You may access and use the System in accordance with this Agreement for the purposes of managing, reviewing, creating work product, developing or responding to discovery, developing legal strategies, providing other information for, or
otherwise participating in the legal matters of the Client and associated legal services rendered by Cox for the Client (the “Permitted Use”). The System consists of the computer facilitated web-based services provided by Cox at www. casemanagement.aaroncoxlaw.com or such other web site that Cox may make the System available (the “System Website”), and related support documentation and services. The digital content, data, text, images, logos, user interface designs and other creative designs, audio, video and intellectual property embodied in the System Website, including the underlying software, software code, documentation, and materials, are referred to in this Agreement as “Cox Works.”
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| 1.2 |
Terms of Representation. It is understood that the access and use of the System is pursuant to legal services rendered by Cox to the Client that are subject to Michigan Rules of Professional Conduct or other applicable ethical obligations and the terms of a legal services agreement between Cox and the Client (the “Terms of Representation”). For the avoidance of doubt, such Terms of Representation shall be controlling as to performance of professional services by Cox, including through the Permitted Use of the System. In the event of a conflict between the terms and conditions of this Agreement and the Terms of Representation, the Terms of Representation shall be controlling.
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| 1.3 |
Minimum Age for Use of Website. The System, including the System Website, is intended solely for use by persons who are 18 years old or older. Access to the System by individuals younger than 18 is expressly prohibited.
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| 1.4 |
Accounts. Your access to the System will be through an account (an “Account”) established pursuant to the terms of this Agreement and such other terms and conditions as may be established by Cox. An Account will be established upon completion of an account profile containing such identifying information as may be requested on the System Website, including your name, address, email address, and phone number. You are required to, and are solely responsible for, maintaining up-to-date and accurate information (including contact information) for your Account.
Access to your Account and the System will be controlled by use of Account Identifiers, consisting of a user identification and a password. The user identification will be a name and/or an e-mail address that you provide during registration of your Account. You may not have more than one active Account. Only one Account can be associated with an individual e-mail address. You will supply the password, subject to the minimum password requirements set forth in the System Website. Cox may require you to change your password from time to time.
Your Account Identifiers are for your personal use only, for the Permitted Use, and you may not sell, transfer, sublicense or otherwise disclose Account Identifiers to any third party. You will not permit or otherwise facilitate access to the System Website other than by individuals authorized to access the system pursuant to a valid Account.
You are solely responsible for maintaining the secrecy and security of your Account Identifiers. Disclosure of your Account Identifiers to a third party may compromise the confidentiality and integrity of any information you submit to the System, including Your Content (as described in Section 1.5, below).
You are solely responsible for all activities that occur under your Account Identifiers, regardless of whether such activities are undertaken by you or a third party. Therefore, you should contact Cox immediately if you believe a third party may be using your Account Identifiers, such as if your password is lost or stolen.
Cox is not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss, or failure to store any of our Content or other data that you submit or use in connection with your Account or the System.
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| 1.5 |
Content. After creating an Account, and subject to your acceptance and ongoing compliance with the terms and conditions of this Agreement, Cox will provide you with a page on the System Website (a “System Page”). Subject to such restrictions as are inherent or otherwise required by Cox on the System Website, you may have access to case management information, documents, and other data incident to legal services rendered by Cox (“Cox Content”) and may upload or otherwise enter case management information, documents, and other data incident to legal services rendered to be rendered by Cox for a Client (“Your Content”). You are solely responsible for the development, accuracy, content and use of Your Content. All Cox Content and Your Content is collectively referred to as “Content,” and shall constitute Confidential Information subject to the terms and conditions of Article 4.
Your Content must be created and entered into the System in accordance with the terms of this Agreement. For example, you are solely responsible for compliance of Your Content with this Agreement and all applicable laws and regulations, and for any claims by third parties regarding Your Content. All Content must be accessed and used in accordance with the terms of this Agreement.
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| 1.6 |
Security. Cox will use reasonable and appropriate measures to help secure Your Content against accidental or unlawful loss, access or disclosure by third parties, as outlined in Cox’s Privacy Policy, which is available upon request, the terms of which you hereby acknowledge. Cox will strive to keep Your Content secure but cannot guarantee that it will be successful at doing so, given the nature of the Internet. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection, and backup of Your Content. Cox will have no liability to you or any third party for any unauthorized access or use, corruption, deletion, destruction, or loss of any of Your Content. Cox may disable your Account Identifiers at Cox’s sole discretion, without notice.
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| 1.7 |
System Revisions. It is understood that Cox may update, add, delete or otherwise modify features and functionality of the System, including terms regarding access and use of the System, from time to time, at its sole discretion, with or without notice to you.
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| 2. |
AUTHORIZATION TO USE THE SYSTEM AND LIMITATIONS |
| 2.1 |
Limited License to you. Subject to your acceptance and ongoing compliance with the terms and conditions of this Agreement, including establishment of an Account pursuant to Section 1.3, above, Cox hereby grants you limited access to the System and associated Cox Works solely for the Permitted Use. Cox grants you, without the right to sublicense, a personal, limited, non-exclusive, non-transferable license during the Term (as defined in Article 7, below), under Cox’s intellectual property rights in the Cox Works, to temporarily download for caching purposes only, and to use the Cox Works solely in connection with and as necessary for your transitory use and viewing of the System for the Permitted Use. The license and rights you are granted under this paragraph are granted solely to the extent such installation, copying and use of the System and Cox Works is in compliance with all the terms and conditions of this Agreement, including the limitation son use set forth in Section 2.2, below.
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2.2
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Limitations on Use. Unless otherwise expressly authorized under this Agreement, you will comply with the following restrictions regarding access to and use of the System.
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You will not access or attempt to access the System software, or decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Cox Works.
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| (b) |
You will not interfere or attempt to interfere in any manner with the functionality or proper working of the System.
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| (c) |
You will not, and will not attempt to, modify, tamper with, repair, or otherwise alter any software or other Cox Works that are part of the System.
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| (d) |
You will not use the System to engage in, or to advertise or promote, any activity, or to upload, publish, or otherwise transmit any content or other information, that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive (directly or by omission); (iv) is defamatory; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is obscene, pornographic, vulgar or offensive; (vii) is threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances.
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| (e) |
You will not use the Cox Works for any revenue generating endeavor, commercial enterprise or other purpose other for the Permitted Use.
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| (f) |
You will not copy, store or otherwise access or use information on the System Website for purposes not authorized by this Agreement.
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| (g) |
You will not republish or redistribute material from the System Website.
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| (h) |
You will not use the Cox Works for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services or software offered by Cox.
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| (i) |
You will not use any trademark, service mark, trade name, or other business identifier of Cox unless you obtain Cox’s prior written consent.
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| (j) |
You will not remove, obscure, or alter any notice of any trademark, copyright, or other intellectual property or proprietary right designation appearing on or contained within the System or Cox Works.
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| (k) |
You will not disclose the nature, functionality, look, feel, code, or overall use of the System or Cox Works to any third party.
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| (l) |
You will not attempt to recreate the System or Cox Works for yourself, or aid any other person or entity in creating a similar system to the System or Cox Works at any time.
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| 2.3 |
Remedies for Misuse of System. Cox has the right to investigate and prosecute violations of any of the limitations of use in Section 2.2 above, or your representations and warranties in Section 5, to the fullest extent of the law. Cox reserves the right to alter or delete Content (including Your Content) or any part of Content if, in the judgment of Cox, the Content or your use of the System is in any manner in violation of any applicable law and regulation or is otherwise in violation of the terms and conditions of this Agreement (including the limitations on use of Section 3.2, above, and your representations and warranties in Section 5). Cox may disable your Account Identifiers at Cox’s sole discretion, without notice, in the event of such violation, or for any other reason.
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| 3. |
RIGHTS IN INTELLECTUAL PROPERTY
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| 3.1 |
Reserved Rights in The System and the Cox Works. Other than the limited use and access rights and licenses expressly set forth in Articles 1 and 2, above, Cox reserves all right, title, and interest (including all intellectual property and proprietary rights) in: (a) the System; (b) the Cox Works; (b) associated Cox trademarks; and (c) any other technology and software that Cox provides or uses to provide the System and the Cox Works, including all modifications of the System and Cox Works that may be made during the Term of this Agreement
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| 3.2 |
Rights in Your Content. Other than the rights and interests expressly granted to Cox in this Agreement, and excluding Cox Works and works derived from Cox Works, you will retain all right, title, and interest (including all intellectual property and proprietary rights) in Your Content. However, you hereby grant Cox and its affiliates a worldwide, royalty-free, nonexclusive, sublicensable, license to use, reproduce, publish, distribute, adapt, translate, and modify your Content (including making derivative works) for the purposes
of operating the System, enabling your use of the System pursuant to the terms of this Agreement, and performance of legal services for the Client.
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| 3.3 |
Feedback. In connection with your access to or use of the System, you may provide to Cox feedback, suggestions, comments or other input regarding the System, such as regarding potential improvements to the System or the Cox Works (“Feedback”). Cox shall own, and you hereby assign, all right, title, and interest in and to such Feedback. Cox is entitled to use the Feedback without restriction.
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| 4. |
CONFIDENTIALITY
During the course of this Agreement and use of the System, each party to this Agreement may disclose to the other party information which it considers to be confidential (herein, “Confidential Information”), such as documents, instructions, drafts, attorney work product, and other legal or commercial information. Such information shall be considered to be the Confidential Information of the party disclosing such information, regardless of whether such information is designated as being confidential by legend or instruction. It is understood that such information may be protected from disclosure to third parties by an attorney-client or other privilege, as work product, or otherwise by applicable provision of law. The disclosure of such information does not constitute a waiver of any applicable privilege, immunity, doctrine or exemption, including the attorney-client privilege or work product immunity doctrine. The disclosure and use of Confidential Information shall be subject to the Terms of Representation.
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| 5. |
REPRESENTATIONS AND WARRANTIES; DISCLAIMERS; LIMITATIONS OF LIABILITY
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| 5.1 |
Age. You represent and warrant that you are at least eighteen years old.
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| 5.2 |
Intellectual Property Rights in Your Content. You represent and warrant: (a) that you are solely responsible for the development, operation, and maintenance of Your Content; (b) that you have the necessary rights and licenses, consents, permissions, waivers, and releases to use and display your Content. In particular, You represent and warrant that you own all intellectual property rights, including copyright and rights of publicity, in Your Content or otherwise have the rights from the owner of the intellectual property rights allowing you to: (a) use Your Content, (b) submit Your Content to the System, and (c) grant rights to Cox regarding Your Content under this Agreement.
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| 5.3 |
Name, Image and Likeness. Further to Section 5.2, in the event you are personally depicted or described in Your Content, you hereby consent to the display of your image and description in the Content on the System, and you waive any right that you may have to inspect or approve the use and publication of your likeness in association with the Content. In the event other individuals are depicted or described in Your Content, you represent and warrant that you have express authority and legal consent from such other individuals to include their images and descriptions in Your Content and to use and submit Your Content with their images and descriptions on the System, and that such other
individuals waive any right they may have to inspect or approve the use and publication of their likenesses in association with the Content.
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| 5.4 |
No Infringement of Violation of Law. You represent and warrant that, except as provided to Cox regarding violations of law or claims, potential claims or assertions of third parties, for which Cox may provide or is providing legal services to you, Your Content (i) does not violate, misappropriate, or infringe, any rights of any third party, (ii) does not constitute defamation, invasion of privacy, or publicity, or otherwise violate any rights of any third party; (iii) is obtained and used in compliance with all applicable laws and regulations; and (iv) is not designed for use in any illegal activity or to promote illegal activities, including, without limitation, use in a manner that might be libelous or defamatory or otherwise malicious, illegal, or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age.
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| 5.5 |
Compliance with Privacy Laws. You are solely responsible, when accessing and using the System, for complying with all applicable data protection security and privacy laws and regulations (including, where applicable, the European Union General Data Protection Regulation (GDPR) (EU2016/679)), including any notice and consent requirements. Except as provided to Cox regarding violations of law or claims, potential claims or assertions of third parties, for which Cox may provide or is providing legal services to you, you represent and warrant that (i) you have taken commercially reasonable measures to protect the privacy and security of personal information which may be disclosed to Cox using the System, and (ii) information is disclosed using the System in compliance with all applicable privacy laws and regulations, privacy policies and guidelines, and contractual requirements or terms of use concerning processing of personal information to which the You are a party or otherwise bound.
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| 5.6 |
Use of the System. You represent and warrant that you will not use the System, Cox Works, and Content in a manner in violation of the limitations on use set forth in Section 2.2, above, including (a) in a manner that infringes, violates, or misappropriates any rights of Cox or any third party; (b) in a manner in violation of any applicable law and regulation regarding the collection, storage and dissemination of personal data and information; or (c) in any other way that is otherwise illegal or promotes illegal activities, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, gender identification, or age.
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| 5.7 |
Harmful Code. You represent and warrant that Your Content does not contain any unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code.
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| 5.8 |
Disclaimers. COX WORKS, THE SYSTEM, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, IMAGES, MATERIALS, AND OTHER DATA OR INFORMATION REGARDING THE SYSTEM PROVIDED BY COX OR COX’S LICENSORS IN CONNECTION THEREWITH (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS.” COX MAKES NO REPRESENTATIONS
OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SYSTEM AND ITS USE EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, COX DISCLAIMS ALL WARRANTIES REGARDING THE SYSTEM AND ITS USE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. COX DOES NOT WARRANT THAT ACCESS AND USE OF THE SYSTEM WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE DATA YOU STORE WITHIN THE SYSTEM WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. COX SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS.
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| 5.9 |
Limitations of Liability. NEITHER COX NOR ANY OF COX’S LICENSORS SHALL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER LOSSES (EVEN IF COX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT AND YOUR USE OF THE SYSTEM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
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| 6 |
TERM, TERMINATION, AND SUSPENSION
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| 6.1 |
Term. The term of this Agreement (“Term”) will commence, and you may begin using the System, once you agree to the terms and conditions of this Agreement by clicking the “ I Accept” button below and complete the registration process for a valid Account. The Agreement will remain in effect until terminated by you or Cox in accordance with this Article 6.
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| 6.2 |
Termination by you. You may terminate this Agreement for any reason or no reason at all, at your convenience, by (a) providing Cox with written notice of termination in accordance with Article 8, below, and (b) closing your Account.
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6.3
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Termination or Suspension by Cox. Cox may suspend your right and license to use the System and any associated products, in whole or in part, and may terminate this Agreement in its entirety (and, accordingly, cease providing all aspects of the System), for any reason or for no reason, at Cox’s discretion at any time, with or without notice.
In particular, Cox may suspend your right and license to use the System or any component thereof, or may terminate this Agreement in its entirety (and, accordingly, your right to use the System), for cause effective:
| (a) |
immediately upon notice to you in accordance with the notice provisions set forth in Article 8, below, if: (a) you seek to hack or break any security mechanism on any of the System or Cox otherwise determines that your use of the System poses a security or service risk to Cox or to any services offered by Cox, or may subject Cox or any third party to liability, damages or danger; (b) you otherwise use the System in a way that disrupts or threatens the System; (c) Cox determines, in its sole discretion, there is evidence of fraud with respect to your Account; (d) you use any of the Cox Works other than as expressly permitted herein; (e) Cox receives notice or Cox otherwise determines, in its sole discretion, that you may be using the System for any illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party; (f) Cox determines, in its sole discretion, that providing the System or any component part is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; or
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| (b) |
five (5) days following Cox’s provision of notice to you in accordance with the notice provisions set forth in Article 8 if you breach any other provision of this Agreement and fail, as determined by Cox, in its sole discretion, to cure such breach within such five-day period.
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| 6.4 |
Effect of Suspension or Termination. Upon suspension of your use of the System, in whole or in part, for any reason, all of your rights with respect to the applicable part or parts of the System will be terminated during the period of the suspension. Upon termination of this Agreement for any reason, all of your rights under this Agreement will immediately terminate.
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| 6.5 |
Survival. In the event this Agreement is terminated for any reason, Articles 4, 5, and 6 of this Agreement will survive any such termination.
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| 6.6 |
Data Preservation in the Event of Suspension or Termination. In the event of a suspension of your access to the System for any reason other than a for-cause suspension under Section 2.3 or Section 6.3(a), during the period of suspension, Cox will not take any action to intentionally erase any of your data stored on the System In the event of any termination by Cox of any service or any part of System, or termination of this Agreement in its entirety, other than a for cause termination under Section 2.3 or Section 6.3(a), (i) Cox will not take any action to intentionally erase any of your data stored on the System for a period of 30 days after the effective date of termination; and (ii) your post-termination retrieval of data stored on the System will be conditioned on your compliance with terms and conditions Cox may establish with respect to such data retrieval. Except as provided in herein, Cox will have no obligation to continue to store your data during any period of suspension or termination or to permit you to retrieve such data.
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| 7. |
DOWNTIME AND SERVICE SUSPENSIONSIn addition to Cox’s rights to terminate or suspend your access to the System as described in Section 2.3 and Article 6 above, you acknowledge that: (a) your access to and use of the
System may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the System for any reason, including as a result of power outages, system failures, or other interruptions; and (b) Cox will also be entitled, without any liability to you, to suspend access to any portion or all of the System at any time, on a system-wide basis: (i) for scheduled downtime to permit Cox to conduct maintenance or make modifications to any aspect of the System; (ii) in the event of a denial of service attack or other attack on the System or other event that Cox determines, in its sole discretion, may create a risk to the System, to you, or to any of Cox’s other customers if access to the System were not suspended; or (iii) in the event that Cox determines that any aspect of the System is prohibited by law or Cox otherwise determines that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”). Cox will have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur as a result of any Service Suspension.
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| 8. |
NOTICES
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| 8.1 |
Notices to you. Except as otherwise set forth herein, notices made by Cox to you under this Agreement that affect Cox’s customers generally (e.g., notices of updated fees, etc.) will be posted on the System Website. Notices made by Cox under this Agreement regarding you or your Account specifically (e.g., notices of breach and/or suspension) will be provided to you via the e-mail address provided to Cox in your registration for your Account or in any updated e-mail address you provide Cox in accordance with standard account information update procedures that Cox may provide from time to time. It is your responsibility to keep your e-mail address current and you will be deemed to have received any e-mail sent to any such e-mail address, upon Cox’s sending of the e-mail, whether or not you actually receive the e-mail.
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| 8.2 |
Notices to Cox. For notices made by you to Cox under this Agreement and for questions regarding this Agreement or the System, you may contact Cox as follows:
by email: aaron@aaroncoxlaw.com;
by telephone: 734-287-3664; or
by mail:
The Law Offices of Aaron D. Cox, P.L.L.C
23820 Eureka
Taylor, MI 48180
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| 9. |
MODIFICATIONS TO THIS AGREEMENT
Cox may modify this Agreement at any time by posting a revised version of the Agreement on the System Website. The revised terms shall be effective immediately upon posting. By continuing to access or use the System after the effective date of any revisions to this
Agreement, you agree to be bound by the revised Agreement. It is your responsibility to check the System Website regularly for changes to this Agreement.
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| 10. |
MISCELLANEOUS PROVISIONS
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| 10.1 |
Governing Law. The laws of the State of Michigan, without regard to principles of conflicts of law, will govern this Agreement and any dispute of any sort that might arise between you and Cox. The parties expressly exclude application of the United Nations Convention for the International Sale of Goods to this Agreement
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| 10.2 |
Injunctive Relief and Venue. Notwithstanding anything to the contrary, Cox may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of Cox's or any third party's intellectual property and/or proprietary rights. Any dispute relating in any way to your access to or use of the System Website, the System, Cox Works, or otherwise relating to this Agreement, shall be adjudicated in either the United States District Court for the Eastern District of Michigan or the Oakland County, Michigan Circuit Court, and you consent to exclusive jurisdiction and venue in such courts. You further acknowledge that Cox’s rights in the Cox Works are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages and that injunctive relief is appropriate in the event an allegation of your breach of this agreement is made. Should suit be brought or Cox incur any legal expenses in the enforcement of this Agreement against you, you shall pay to Cox all expenses incurred therefore including actual attorney fees.
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| 10.3 |
Force Majeure. Cox and its affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond Cox’s reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
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| 10.4 |
Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions will be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.
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| 10.5 |
Waivers. The failure by Cox to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect Cox’s right to enforce such provision thereafter. All waivers by Cox must be in writing to be effective.
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| 10.6 |
Successors and Assigns. You may not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without Cox’s written consent. Any assignment
or transfer in violation of this Section will be void. Cox may assign its rights and obligations under this agreement, in whole or in part, without your consent. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of, the parties and their respective successors and assigns.
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| 10.7 |
No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
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| 10.8 |
Headings. The headings and subheadings in this Agreement are presented solely for convenience and reference, and shall not be construed to limit the terms of this Agreement.
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| 10.9 |
Definitions. For the avoidance of doubt, the word “include” and its variants in this Agreement are intended to be non-limiting, such that recitation of items included in a list is exemplary, and not to the exclusion of other like items.
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| 10.10 |
Entire Agreement. This Agreement incorporates by reference all policies and guidelines posted on the System Website and constitutes the entire agreement between you and Cox regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and Cox, whether written or oral, regarding such subject matter.
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| 10.11 |
Reasonableness and Acceptance. By clicking on the “I Agree” button below, or by otherwise using the System, you accept and agree that the terms and conditions of this Agreement, including the disclaimers and limitations of Cox liabilities set forth in Section 5 are reasonable. If you do not agree to the terms and conditions of this Agreement, then you should not click on the “I Agree” button, below; you will then have no right to access or use the System. Failure to use the System in accordance with the terms and conditions of this Agreement may subject you to civil and criminal penalties.
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| 28656205.1 |