COUNTRY FAN ASSOCIATION (“CFA”) TERMS OF SERVICE
Thank you for your interest in the Country Fan Association (“CFA”, “we”, “us”, “our”) and the Country Fan Association website (the “Site”). CFA provides a number of Internet-based services, products, and software applications through the Site (all such services, collectively, the "CFA Service" or “Service”). CFA users may access, upload, and/or sell or purchase content through the Site. By signing up for or otherwise using the CFA Service, posting or voting on content, or accessing any content or material that is made available by CFA through the Service (the “Content”) you are agreeing to be bound by the terms of this Terms of Service.
The Agreements address important information about CFA Services provided to you, including any charges, taxes, and fees we bill you. The Agreements include the following non-exhaustive terms: information about future changes to the Agreements, export controls, automatic renewals, limitations of liability, privacy information, a class action waiver, and resolution of disputes by arbitration.
In order to use the CFA Service and access the Content, you must (a) be 18 or older, or be 13 or older and have your parent or guardian’s consent to the Agreements, (b) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (c) be a United States resident. By accessing the CFA Service and accessing the Content, you also warrant that any registration information that you submit to CFA is true, accurate, and complete, and that you will update any such information in the event of any change to your registration information.
Users who are artists and who would like to sell Products for digital download must also enter into the Digital Rights Agreement, found here: [INSERT LINK TO DRA].
Prohibited Use. Except as may be expressly permitted by CFA, you may not: (a) interfere with the Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware; (b) modify, create derivative works from, reverse engineer, decompile, or disassemble any technology used to provide the Service; (c) use a robot, spider, or other device or process to monitor the activity on or copy pages from the Site, except in the operation or use of an internet "search engine", hit counters, or similar technology; (d) collect email addresses or other information from third parties by using the Service; (e) impersonate another person or entity; (f) use any meta tags, search terms, key terms, or the like that contain CFA’s name, trademarks, or other protected intellectual property; (g) engage in any activity that interferes with another user's ability to use or enjoy the Site or Service; or (h) assist or encourage any third party in engaging in any activity prohibited by these Terms.
Monitoring. CFA reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Site. If CFA determines, in its sole and absolute discretion, that you or another CFA user will breach a term or condition of these Terms or that such transaction or communication is inappropriate, CFA may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.
Modification of the Service. CFA may modify the Service at any time with or without notice to you and will incur no liability for doing so.
When you submit questions, comments, suggestions, ideas, message board posts, material submitted via web forms, contest entries, voting, communications, or any other information ("Submissions"), you grant CFA permission to use such submissions for marketing and other promotional purposes. You agree that CFA will have no obligation to keep any Submissions confidential. Further, you agree that you maintain no "moral rights" or the like and that CFA has the ability to use any Submission in any way CFA, in its sole discretion, deems appropriate.
Mutual Representations and Warranties. You represent and warrant to CFA and CFA represents and warrants to you that: (a) you or it has the full power and authority to enter into and perform under these Terms, (b) the execution and performance of your or its obligations under these Terms do not constitute a breach of or conflict with any other agreement or arrangement by which you or it is bound, and (c) these Terms are a legal, valid, and binding obligation of the party entering into these Terms, enforceable in accordance with their terms and conditions.
By You. You represent and warrant to CFA that, in your use of the CFA Service, you: (a) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity, or other legal right of any third party and (b) will comply with all applicable laws, rules, and regulations. You further represent and warrant to CFA that: (a) there are no claims, demands, or any form of litigation pending or, to the best of your knowledge, threatened with respect to any of your Submissions; (b) CFA will not be required to make any payments to any third party in connection with its use of your Submissions, except for the expenses that CFA incurs in providing the CFA Service; (c) the use of any instructions, formulae, recommendations, or the like contained in your Submissions will not cause injury to any third party; and (d) your Submissions do not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.
DISCLAIMER OF WARRANTIES. CFA PROVIDES THE SITE AND CFA SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS. CFA DOES NOT REPRESENT OR WARRANT THAT THE SITE, CFA SERVICE, OR ITS USE: (a) WILL BE UNINTERRUPTED, (b) WILL BE FREE OF INACCURACIES OR ERRORS, (c) WILL MEET YOUR REQUIREMENTS, OR (d) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. CFA MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TERMS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.
EXCLUSION OF DAMAGES. CFA WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THE USE OF THE CFA SERVICE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LIMITATION OF LIABILITY. EXCEPT FOR A BREACH OF A PARTY'S REPRESENTATIONS AND WARRANTIES UNDER THESE TERMS OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THESE TERMS, IN NO EVENT SHALL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THESE TERMS EXCEED THE GREATER OF (a) THE AMOUNT PAID OR PAYABLE BY CFA TO YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY OR (b) $100.
You agree to defend, indemnify, and hold harmless CFA, its officers, directors, employees, and agents, from and against any and all claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal fees and costs, arising out of or in any way connected with (a) your access to or use of the Site or the Service; (b) our use of your Content in accordance with these Terms; (c) your violation of these Terms; (d) our use, reproduction, or modification of the Content; or (e) your violation of any third party right, including without limitation any intellectual property, publicity, confidentiality, property, or privacy right by you or your Content.
CFA may suspend or terminate your use of the Site or the Service if it believes, in its sole and absolute discretion, that you have breached any Term herein. The Terms will survive indefinitely unless and until CFA chooses to terminate them. If you or CFA terminates your use of the Site or the Service, CFA may delete any Submissions or other materials relating to your use of the Service on CFA’s servers or otherwise in its possession, and CFA will have no liability to you or any third party for doing so.
All notices required or permitted to be given under the Terms must be in writing and delivered to the other party by one or more of the following methods: (a) U.S. mail, (b) overnight courier, or (c) electronic mail. If you give notice to CFA, you must use the following addresses: Country Fan Association, 1054 Lady Nashville Drive, Hermitage, TN 37076 or 49 Music Square West, Suite 505, Nashville, TN 37203, Attn: Brian C. Paden. CFA shall use the contact information you provide to CFA in the event CFA provides notice to you. All notices will be deemed received as follows: (a) if by delivery by U.S. mail, seven (7) business days after dispatch; (b) if by overnight courier, on the date receipt is confirmed by such courier service; or (c) if by electronic mail, 24 hours after the message was sent, provided no "system error" or other notice of non-delivery is generated. If applicable law requires a given communication to be "in writing," you agree that email communication shall satisfy this requirement.
Mandatory Arbitration. YOU AND CFA AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE THAT ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), SHALL SERVE AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION, EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES. Please visit www.adr.org for more information.
Commencing Arbitration. A party who intends to seek arbitration must first send the other party, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address, via any other method available to CFA, including via e-mail. The Notice to CFA should be addressed to: CFA / ATTN: Dale Guthery / 1054 Lady Nashville Drive, Hermitage, TN 37076 (the “Arbitration Notice Address”).
The Notice must (a) describe the nature and basis of the claim or dispute, and (b) set forth the specific relief sought (the “Demand”). If you and CFA do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or CFA may commence an arbitration proceeding as set forth below or file a claim in small claims court.
THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “Rules”), AS MODIFIED BY THIS AGREEMENT.
The Rules and AAA forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by sending written request to the Notice Address. You are solely responsible for any and all filing or other administrative fees associated with the commencement of arbitration against CFA.
Arbitration Proceeding. The arbitration shall be conducted in the English language. A single independent and impartial arbitrator shall be appointed pursuant to the Rules, as modified herein. You and CFA agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (a) the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (b) the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
No Class Actions. YOU AND CFA AGREE THAT YOU AND CFA MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISION IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION SHALL BE NULL AND VOID.
Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator shall issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings shall be closed to the public, confidential, and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim. The arbitrator shall apply the laws of the State of Tennessee in conducting the arbitration. You acknowledge that this Agreement and your use of the Services and the Site evidences a transaction involving interstate commerce. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in this Agreement.
Applicable Law. This Agreement and your use of the Services and the Site shall be governed by the substantive laws of the State of Tennessee without reference to its choice or conflicts of law principles. In the event the Mandatory Arbitration clause is deemed null and void, all disputes arising between you and CFA under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Davidson County, Tennessee. In such event, you and CFA hereby submit to the personal jurisdiction and venue of these courts.
Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which CFA seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this Terms of Service by CFA or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against CFA, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in this Terms of Service.
Claims. You and CFA agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to this Terms of Service, the Services, or the use of the Site, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
Improperly Filed Claims. All claims you bring against CFA must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section shall be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, CFA may recover attorneys’ fees and costs up to $5,000, provided that CFA has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
CFA respects the intellectual property rights of others and expects its users to do the same. CFA’s intellectual property policy requires CFA to remove or disable access to material CFA believes in good faith, upon notice from an intellectual property owner or its agent, is infringing the intellectual property of a third party by being made available on the Site. In appropriate circumstances and at CFA’s sole discretion, CFA shall disable and/or terminate the accounts of users who are “repeat infringers” (“Repeat Infringer”). Repeat Infringers include any user that has uploaded Content to or through the Service and for whom CFA has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such Content. CFA reserves the right to terminate the Account of any user after receipt of a single notification of claimed infringement or at CFA’s sole determination.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any content made available in connection with the Services infringes an intellectual property right you own or control, you (or your agent) may send CFA a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. CFA may share your Notification of Claimed Infringement with the user alleged to have infringed your copyright rights, and you consent to CFA making such disclosure. Your communication must include the following:
Notifications of Claim Infringement with respect to the Services should be sent to CFA’s designated agent (the “Designated Agent”) at:
By U.S. Mail:
Country Fan Association
1054 Lady Nashville Drive, Hermitage, TN 37076
Attn: CFA DMCA Agent
[INSERT APPROPRIATE EMAIL ADDRESS]
CFA reserves the right to seek damages from any party that submits a notification in violation of the law.
Publicity. If you are an organization, brand, or entity other than an individual, you agree that CFA may list your entity or organization as a customer of CFA and use your name and/or logo for marketing or promotional purposes and in other communication with existing or potential CFA customers, resellers, or investors. You may revoke this consent at any time by sending an email to [INSERT APPROPRIATE EMAIL ADDRESS].
Force Majeure. CFA will not be liable for any delay or failure to perform any obligation herein if the delay or failure is due to unforeseen events that are beyond CFA’s reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic, or governmental action, in so far as such an event prevents or delays CFA in fulfilling its obligations hereunder.
Protected Activity Not Prohibited. To the extent permitted by applicable law, nothing in these Terms shall in any way limit or prohibit you from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in any investigation or proceeding (“Protected Activity”) that may be conducted by any federal, state, or local government agency or commission (“Government Agencies”). You understand that in connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, without giving notice to, or receiving authorization from, CFA. Notwithstanding the above, in making any such disclosures or communications, you agree to take all reasonable precautions to prevent any the unauthorized use or disclosure CFA’s confidential information to any parties other than the relevant Government Agencies.
No Third-Party Rights. This Agreement shall not be deemed to give any right or remedy to any third party whatsoever unless said right or remedy is specifically granted to such third party by the terms hereof.
Integration. This instrument sets forth the entire agreement between the Parties with respect to the subject matter hereof and shall be binding on, and inure to the benefit of, the Parties hereto and their respective heirs, representatives, successors and assigns. No modification, amendment, waiver, termination, or discharge of any provision hereof shall be binding upon the Parties unless confirmed by a written instrument executed by the Party sought to be charged. This Agreement shall not become effective until accepted and executed by all Parties. The Parties hereby represent and warrant that no statement, promise, representation, or inducement, except as herein set forth, has been made on any Party’s behalf, or by any of such Party’s employees or representatives. Should any provision of this Agreement be declared void or unenforceable, such provision shall be deemed severed and the remainder of this Agreement shall continue in full force and effect to the extent permitted by law. In the event that applicable laws be hereinafter changed making this Agreement void, voidable, or otherwise unenforceable, this Agreement shall be deemed reformed to the extent necessary to bring this Agreement into conformity with such laws
Effect of Waiver. No waiver by any Party of any term of provision of this Agreement or of any default hereunder shall affect any Parties’ right hereafter to enforce such term or provision, or to exercise any right or remedy in the event of any other default, whether or not similar.
Relationship of Parties. Nothing contained herein is intended to, nor shall it be construed to, create a partnership, joint venture, or employer-employee relationship of any kind between the Parties. No Party hereto shall hold itself out to contrary of this subparagraph, and no Party shall become liable for any representation, act, or omission of the other contrary to the provisions hereof.
Additional Warranties. Each party represents and warrants that it is wholly free to enter into this Agreement and to grant the rights herein granted, and that it is not subject to any disability, restriction, prohibition, agreement or obligation which conflicts with any of the provisions hereof.
Indemnity; Attorneys’ Fees. The Parties hereby agree to indemnify and hold each other harmless from and against any and all loss, liability, damage, cost and expense, including reasonable attorneys’ fees, resulting from any claim which is inconsistent with or breaches any of the warranties, representations, promises or covenants contained in this Agreement. The prevailing Party in any lawsuit based in whole or in significant part upon the terms of this Agreement shall be entitled to recover (in addition to any other available remedies) reasonable attorneys’ fees, collection costs and court costs.
Right to Cure. Neither Party shall be deemed to be in breach hereunder unless the aggrieved Party shall notify the other thereof in the manner prescribed herein and the alleged breaching Party shall fail to remedy such alleged breach within thirty (30) days (fifteen (15) days in the case of payment of money) after receiving such notice (unless the alleged breach is of such a nature that it cannot practicably be completely remedied within such period, in which event the allegedly breaching Party shall be deemed to have timely remedied such alleged breach if the allegedly breaching Party commences to do so within such period and proceeds to complete the remedying thereof within a reasonable time thereafter).
Incorporation by Reference. Every recital, exhibit, schedule and appendix attached to this Agreement and referred to herein is hereby incorporated into this Agreement by reference unless this Agreement specifically states otherwise.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one and the same document. A signature transmitted by electronic mail shall be considered an original signature for all purposes.