SpotXPress Terms of Use

Web Site Terms of Use

SpotXPress is a “tapeless” delivery system that allows Cox Media’s clients (“Customer”) and its agents to upload their advertising spots (the “Materials”) online through the SpotXPress website, electronically delivering their content to Cox Media for airing on Cox Media’s cable system (the “System”). For purposes of these SpotXPress Terms of Use, agents of Customer shall include any entity that Customer engages to prepare and/or upload Customer’s advertising spot via SpotXPress (“Agent”). Customer and Cox Media have entered into a contract that sets forth the Terms and Conditions relating to the Materials and the rights and obligations of Customer and Cox Media with respect to the Materials (the “Cox Media Terms and Conditions”). These Terms of Use are in addition to the Cox Media Terms and Conditions and nothing contained in these SpotXPress Terms of Use shall be interpreted to limit in any way Cox Media’s rights under the Cox Media Terms and Conditions. By accessing and using the SpotXPress website, you hereby agree to the following terms, which are subject to change from time to time. By continuing to use the SpotXPress website, you accept and agree to any modified terms.

SPOTXPRESS USER GUIDE

Customer and Agent acknowledge that they have read and understand the SpotXPress User Guide. Customer and Agent agree that they will comply with specifications set forth in the SpotXPress User Guide when using the SpotXPress website.

RIGHTS

Access to the SpotXPress website is for the sole purpose of uploading the Materials to Cox Media. Customer and Agent acknowledge that Cox Media may terminate Customer’s and/or Agent’s right to use the SpotXPress website in the event Cox Media reasonably believes that Customer and/or Agent has misused the SpotXPress website. Cox Media shall have the right, without liability, to limit or cease availability of the website when reasonably necessary for testing, maintenance or scheduled backups.

COX MEDIA USE OF MATERIALS UPLOADED VIA SPOTXPRESS

Cox Media shall use all Materials “as received” from Customer and/or Agent, except for technical modifications necessary for the hosting and transmission of the Materials. Cox Media will exercise normal precautions in handling the Materials but is not liable for any loss or damage. Customer and Agent acknowledge and agree that Cox Media
(i) does not select or review or otherwise exercise any control over the content of the Materials,
(ii) has no responsibility to Customer and/or Agent for any errors or omissions in the Materials, or for obtaining or granting any third party rights required for use of the Materials, and (iii) that the Materials will not be treated as confidential information.

USER CONDUCT

Customer and Agent agree: (i) to use the SpotXPress website only for lawful purposes, (ii) not to take any action that could compromise the security of the SpotXPress website, (iii) not to take any action that could render the SpotXPress website inaccessible to others or otherwise cause damage to the SpotXPress website, (iv) not to attempt to access any content or materials that are not intended for Customer and/or Agent, and (v) not to use the SpotXPress website in any manner that could interfere with the rights of third parties.

INDEMNIFICATION

(A) CUSTOMER AND AGENT AGREE TO INDEMNIFY AND HOLD COX MEDIA AND SYSTEM AND THEIR AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, SHAREHOLDERS AND EMPLOYEES HARMLESS AGAINST ANY AND ALL LIABILITY, LOSS OR EXPENSE: (I) ARISING FROM ANY VIOLATIONS OF LAW, CLAIMS FOR DEFAMATION, LIBEL, UNFAIR COMPETITION, UNFAIR TRADE PRACTICE, VIOLATION OF RIGHTS OF PRIVACY OR OF PUBLICITY, CLAIMS FOR MUSIC LICENSE FEES AND/OR ROYALTIES (EXCEPT FOR THE PERFORMANCE OF MUSIC ON THE SYSTEM), INFRINGEMENT OF TRADEMARK, TRADE NAME, COPYRIGHT OR ANY OTHER PROPRIETARY RIGHTS, OR ANY OTHER CLAIMS, CAUSES OF ACTION OR THE LIKE ARISING DIRECTLY OR INDIRECTLY FROM THE CABLECASTING OF ANY MATERIAL FURNISHED BY CUSTOMER AND/OR AGENT; AND/OR (II) RESULTING FROM CUSTOMER’S AND/OR AGENT’S BREACH OF ANY REPRESENTATION OR WARRANTY HEREUNDER; AND/OR (III) ANY BREACH OF ANY AGREEMENTS OR UNDERSTANDINGS BETWEEN CUSTOMER OR AGENT. CUSTOMER AND/OR AGENT, AS THE CASE MAY BE, AGREES TO PAY ALL COSTS OF ANY SUCH ACTIONS, INCLUDING EXPENSES AND REASONABLE ATTORNEYS’ FEES FOR COUNSEL OF COX MEDIA’S SELECTION.
(B) CUSTOMER AND/OR AGENT SHALL GIVE COX MEDIA PROMPT NOTICE OF THE ASSERTION OF ANY CLAIM OR THE COMMENCEMENT OF ANY ACTION THAT MAY EXPOSE COX MEDIA TO LIABILITY.

DISCLAIMER, LIMITATION OF LIABILITY AND REPRESENTATIONS AND WARRANTIES

(A) CUSTOMER ANDAGENT AGREE THAT THEIR USE OF THIS WEBSITE IS AT THEIR SOLE RISK. BECAUSE OF THE NUMBER OF POSSIBLE SOURCES OF INFORMATION AVAILABLE THROUGH THE WEBSITE, AND THE INHERENT HAZARDS AND UNCERTAINTIES OF ELECTRONIC DISTRIBUTION, THERE MAY BE INTERRUPTIONS, DELAYS, OMISSIONS, INACCURACIES, OR OTHER PROBLEMS WITH SUCH INFORMATION AND MATERIALS. CUSTOMER ANDAGENT UNDERSTAND THAT THEY ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY MATERIAL. THIS WEBSITE IS PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." COX MEDIA DOES NOT WARRANT THE USEFULNESS, TIMELINESS, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE WEBSITE, NOR DO THEY GUARANTEE THAT THE WEBSITE WILL BE ERROR-FREE, OR CONTINUOUSLY AVAILABLE, OR THAT THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
(B) UNDER NO CIRCUMSTANCES SHALL COX MEDIA (INCLUDING ITS PARENTS, SUBSIDIARIES, AND AFFILIATES) OR ITS AGENTS OR LICENSORS BE LIABLE TO CUSTOMER AND/OR AGENT, OR ANYONE ELSE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR SIMILAR DAMAGES, ARISING OUT OF: (I) ANY USE OR MISUSE OF THIS WEBSITE, (II) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THIS SITE, (III) ANY CLAIM ATTRIBUTABLE TO THE ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE SITE, OR (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF THE MATERIAL, EVEN IF ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE FORM OR CAUSE OF ACTION INCLUDING, BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE, AND OTHER TORT ACTIONS. 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, THE LIABILITY OF COX MEDIA AND ITS AGENTS AND LICENSORS IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW. CUSTOMER AND AGENT AGREE THAT THE LIABILITY OF COX MEDIA (INCLUDING ITS PARENTS, SUBSIDIARIES, AND AFFILIATES) AND ITS AGENTS AND LICENSORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM IN ANY WAY CONNECTED TO THE WEBSITE SHALL NOT EXCEED THE AMOUNT YOU PAID TO COX MEDIA FOR THE USE OF THE WEBSITE.
(C) Agent represents and warrants that (i) all Materials comply with all applicable governmental and industry codes, rules and regulations and with Cox Media’s commercial and program standards; (ii) Materials contain no defamatory matter and do not violate any right of privacy or publicity, or any other proprietary or other rights of any third persons; and (iii) Materials do not violate any law or other governmental rule or regulation, or infringe upon any copyright, trademark, service mark, music rights, or other intellectual property right of any party, or give rise to any product liability or other claim.

TRADEMARKS

You may not use any Cox Communications, Inc., Cox, Cox Media or SpotXPress trade names, logos, trademarks or service marks (the "Trade Marks") appearing on this website. Cox and Cox Media design logos are registered trademarks and/or service marks of Cox Communications, Inc. or its subsidiaries. SpotXPress design logos are registered trademarks and/or service marks of VideoShip Enterprises, Ltd. Other Trade Marks appearing on this website or other sites linked to or from this website are the property of their respective owners. All Rights Reserved.