1. WEBSITE
By accessing or using codecolor.com or other websites owned or operated by Code & Color, LLC (collectively, the “website”) you are agreeing to comply with the following Terms of Use (the “Terms”). Please review these Terms carefully before accessing or using the website. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT ACCESS OR USE OUR WEBSITE.
Code & Color, LLC (“C&C”, “we”, or “us”) may, without notice to you, amend these Terms at any time. The latest Terms will be posted on our website. Your continued access or use of the website after any changes to these Terms are posted will be considered acceptance of those changes.
2. OWNERSHIP
The website, the material and information contained on the website, all graphics, text, images, audio, videos, designs, articles, user interfaces, artwork, any computer applications, any and all copyrightable material (including source and object code) and all other materials, including without limitations the design, structure, and “look and feel” of such content contained on the website (the “content”), trade names, trademarks, service marks, logos, domain names, and other distinctive brand elements are owned, controlled, or licensed by or to C&C and are protected by intellectual property laws. In accessing or using the website or content, you acknowledge and agree to abide by all applicable intellectual property laws, as well as any specific notices contained on the website. All rights not expressly granted are reserved.
The website and the content may not be copied, reproduced, modified, adapted, translated, transmitted, displayed, published, posted, resold, or otherwise distributed in any way, without C&C’s express written authorization. You are granted permission to display on your computer or devices the content solely for your own personal use.
C&C trademarks and servicemarks are associated with C&C’s high-quality services and are valuable assets. Use of C&C’s trademarks and servicemarks is prohibited unless expressly authorized in writing by C&C.
You may not use the website or content for any purpose or in any manner that infringes the rights of any third parties. C&C encourages you to report any content on the website that you believe infringes a copyright or other intellectual property right. If you would like to submit such a report you may do so at https://codecolor.com/contact-us/.
3. LINKS TO THIRD-PARTY WEBSITES
The website may contain links and references to third-party websites and resources (“linked websites”) and are provided for convenience only. If you our website and access Linked Websites, you do so at your own risk, and C&C will have no liability arising out of or related to such Linked Websites and/or their content or any damages or loss caused or alleged to be caused thereby. C&C has not reviewed the Linked Websites, and we are not responsible for the content, accuracy, or opinions expressed therein. Inclusion of links on our website does not apply approval or endorsement by C&C of the Linked Websites, their entities, or products and services.
4. RESTRICTIONS ON USE
4.1. You agree to be fully responsible for your own conduct and content while using the website, and for any consequences thereof. You agree to use the website only for purposes that are legal, proper and in accordance with these Terms.
4.2. In the event that you are located outside of the United States of America, you agree to comply with any laws, rules or regulations in your locale regarding conduct and acceptable content, including laws regulating the export of data to or from the United States of America or the country in which you are using the website.
5. PRIVACY
5.1. You agree that we may collect and use personal information about you and information to assist us to identify the device upon which you use the website, (such as your device’s IP address, operating system and your email addresses) when you engage in transactions and interactions using the website. We will not provide to any third party any personal information about you except as expressly or impliedly permitted under these Terms or as otherwise permitted or required by law.
5.2. We may make your details or information obtained from you or your device available to third-parties for advertising purposes.
5.3. Where, through the use of the website, you identify that you are a customer of a particular insurance agency or insurer, information obtained from you or your device may be shared with those agencies or insurers.
6. DISCLAIMER
We expressly exclude any warranty that the website will be available at all times or that your use of the website will be uninterrupted or error-free. We reserve the right to suspend the operation of the website, including if required or requested to do so by our hosting service provider. To the extent permitted by law, we shall not be liable in respect of any action or claim in relation to such unavailability or any claim for loss or damage arising therefrom.
7. WARRANTY
We warrant that, to our knowledge, the website does not infringe the intellectual property rights or other rights of any third party. THE WARRANTY PROVIDED FOR HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, THAT MAY ARISE EITHER BY AGREEMENT BETWEEN THE PARTIES OR BY OPERATION OF LAW, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE WEBSITE IS PROVIDED ON AN “AS IS” “WHERE IS” BASIS WITHOUT WARRANTY, AND YOUR USE THEREOF IS AT YOUR OWN RISK. WE DO NOT MAKE, AND HEREBY SPECIFICALLY DISCLAIM, AND YOU RELEASE AND WAIVE, ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND PURPOSE, OR ANY WARRANTY ARISING UNDER STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT WARRANT THAT THE WEBSITE WILL OPERATE UNINTERRUPTED OR ERROR-FREE. IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES RESULTING FROM OR RELATED TO THE USE OR PERFORMANCE OF THE WEBSITE.
8. LIMITATION OF LIABILITY AND INDEMNITY
8.1. You assume full responsibility and risk of loss resulting from your use of the website and the doing of (or refraining from doing) anything suggested in the course of utilizing the website. You expressly understand and agree that your use of the website is at your sole risk and that the website is provided “as is” and “as available”. We do not represent or warrant to you that your use of the website will meet your requirements, that your use will be uninterrupted, timely, secure or free from error, that any information provided (whether by us or any third party) will be accurate or reliable or that defects in the operation of functionality of the website will be corrected.
8.2. Except as expressly provided to the contrary in these Terms, to the maximum extent permitted by law, in no event whatsoever shall the we or our owners, directors, employees, agents or sub-contractors be liable for any direct, indirect, special, incidental or consequential damages whatsoever (including without limitation, damages for loss of profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of, or the inability to use, the website or the provision of or failure to provide any services in relation to the website. We shall not be liable for any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of any reliance you may place on the completeness, accuracy or existence of any information provided by a third party, or as a result of any relationship between you and any third party. We shall not be liable for the deletion of, corruption of, or failure to store any content or other data maintained or transmitted by or through your use of the website. The limitations on our liability referred to in this clause apply whether or not we have been advised of or should have been aware of the possibility of any such losses or damage arising.
8.3. To the extent permitted by the applicable law, our total liability to you in any event shall be limited to the amount actually paid by you for use of the website (and if nothing has been paid, limited to 1 dollar) and you hereby release us, our owners, officers, directors, employees and agents from any liability in excess of this limitation.
8.4. You shall at all times indemnify and hold us and our owners, directors, officers, employees and agents (“those indemnified”) harmless from and against any loss (including reasonable legal fees and expenses) or liability incurred or suffered by any of those indemnified arising from any proceedings against those indemnified where such loss or liability was caused by a breach by you of your obligations under these Terms; or any willful, unlawful or negligent act or omission by you.
9. WAIVER, VARIATION AND SEVERANCE
9.1. No right under these Terms shall be deemed to be waived except by notice in writing signed by each party. A waiver by us pursuant to this clause will not prejudice our rights in respect of any subsequent breach of these Terms by you.
9.2. If any provision of these Terms is held invalid, unenforceable or illegal for any reason, the Terms shall remain otherwise in full force apart from such provisions which shall be deemed deleted.
10. ARBITRATION
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with us and limits the manner in which you can seek relief from us.
10.1. If a dispute of any kind arises with regarding the website, you agree to resolve that dispute. For any dispute that you have with us, we will make every reasonable effort to resolve any disagreements that you have. If those efforts fail, by using the website, you agree that ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND US, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, THAT ARE NOT RESOLVED PURSUANT TO THE PREVIOUS SENTENCE WILL BE RESOLVED by binding arbitration, rather than in court, except that (i) you or we may assert claims in small claims court if the claims qualify; and (ii) we may seek relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
10.2. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent. The arbitration will be conducted by a licensed arbitrator affiliated with the American Arbitration Association (AAA). You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.
Arbitration shall take place in Sullivan County, Tennessee.
10.3. The arbitrator shall apply Tennessee law consistent with the Federal Arbitration Act and shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement, and (ii) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and us. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding.
10.4. YOU HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as otherwise stated herein. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Arbitration Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
10.5. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THE TERMS OR THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
10.6. 30-Day Right to Opt Out. You have the right to opt out of this Arbitration Agreement by sending written notice of your decision to opt out to us within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
10.7. This Arbitration Agreement will survive the termination of your relationship with us.
11. APPLICABLE LAW AND VENUE
These Terms shall be governed by and construed in accordance with the laws of the State of Tennessee (excluding any conflict of law rule or principle that would refer to the laws of another jurisdiction). Each party irrevocably submits to the jurisdiction of the Circuit or Chancery Court of the State of Tennessee – Sullivan County, in any non-arbitration action or proceeding arising out of or relating to these Terms, and each party hereby irrevocably agrees that all claims in respect of any such action or proceeding must be brought in such court.
12. INTERPRETATION
In these terms and conditions, unless the contrary intention appears words in the singular number include the plural and vice versa; words importing a gender include any other gender; a reference to a person includes legal entities; and a reference to a clause is a reference to a clause or sub-clause of these Terms.
13. LIMITATION ON TIME TO INITIATE A DISPUTE
Unless otherwise required by law, an action or proceeding by you relating to any dispute must commence within one (1) year after the cause of action accrues. Notwithstanding the foregoing, this statute of limitations shall not apply to residents of New Jersey.