CSG MEDIA, LLC TERMS AND CONDITIONS OF USE
CSG Media, LLC Website User Agreement
Last Modified on October 20, 2011
PLEASE READ THESE TERMS AND CONDITIONS (THE "TERMS AND CONDITIONS" OR "AGREEMENT") CAREFULLY BEFORE ACCESSING THE CSG MEDIA, LLC WEBSITE (THE "CSG MEDIA WEBSITE"). BY ACCESSING THE CSG MEDIA WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, DO NOT ACCESS THE CSG MEDIA WEBSITE AS YOUR CONTINUED ACCESS WILL BE DEEMED ASSENT TO THE TERMS AND CONDITIONS. CSG MEDIA MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT. CSG MEDIA, IN ITS SOLE DISCRETION, MAY ALSO ADD, DELETE OR CHANGE SOME OR ALL OF THE FEATURES OF THE CSG MEDIA WEBSITEAT ANY TIME, WITH OR WITHOUT NOTICE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE CSG MEDIA WEBSITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.
UNAUTHORIZED USE OF THE CSG MEDIA WEBSITE, INCLUDING BUT NOT LIMITED TO UNAUTHORIZED ENTRY, MISUSE OF PASSWORDS, OR MISUSE OF ANY INFORMATION POSTED TO OR CONTAINED WITHIN THE CSG MEDIA WEBSITE IS STRICTLY PROHIBITED.
This Agreement is between You, the person or entity accessing or using the CSG Media Website and CSG Media, LLC, for itself and its affiliates and subsidiaries ("CSG Media"). This Agreement sets forth the terms and conditions governing Your use of the CSG Media Website. Unless otherwise expressly by provided by the terms of a separate executed agreement between You and CSG Media (each, an "Other Agreement"), this Agreement shall have no applicability to any products or services CSG Media provides to you under such Other Agreement.
- 1. Conduct as a User.
- As a user of the CSG Media Website, You will represent Yourself accurately and truthfully at all times. You grant CSG Media the right to independently verify any information that You post on the CSG Media Website about Yourself, although CSG Media does not routinely (nor shall CSG Media have an affirmative duty to) undertake any verification.
- When You register for or use the CSG Media Website, or when You contact CSG Media through the CSG Media Website, CSG Media may collect information about You. CSG Media's use of such information is governed by the provisions of the CSG Media Privacy Policy.
- CSG Media reserves the right to constitute different classes of users of the CSG Media Website, granting access to certain areas of the CSG Media Website only to certain users. For example, corporate users and individual users may have access to different areas of the CSG Media Website.
- If You make copies of any of the materials contained on the CSG Media Website ("Materials"), You must retain on any such copies all copyright, trademark and other proprietary notices contained in the original Materials. You may not modify, publicly display, publicly perform, or distribute the Materials. As between You and CSG Media, CSG Media owns the CSG Media Website. The entire contents of the CSG Media Website are protected under international copyright laws. Any unauthorized use of the CSG Media Website may violate copyright, trademark and other laws.
- The entire contents of the CSG Media Website and the Materials are the property of CSG Media (or their respective licensors or copyright owners), are considered confidential and shall not be provided to any third parties. Your use of such confidential information shall be in accordance with the confidentiality terms and conditions of this Agreement and any Other Agreement You have with CSG Media.
- 2. User Eligibility.
- The CSG Media Website is available only to individuals who are eighteen (18) years of age or older. The CSG Media Website and the Materials may only be accessed by individuals or businesses that can form legally binding contracts under applicable law.
- 3.Privacy Policy.
- CSG Media will only use information You provide CSG Media in accordance with its then current Privacy Policy, which can be found here.
- 4. Prohibited Uses; CSG Media Website Integrity
- You agree not to use the CSG Media Website (including, without limitation, any Materials You may obtain through Your use of the CSG Media Website): (a) in a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law (each a "Law"); or (b) to interfere with or disrupt the CSG Media Website or servers or networks connected to the CSG Media Website.
- You further agree not to (x) use any data mining, robots, data harvesting or similar data gathering or extraction methods in connection with the CSG Media Website; or (y) attempt to gain unauthorized access to any portion of the CSG Media Website or any other accounts, computer systems, or networks connected to the CSG Media Website, whether through hacking, password mining, or any other means.
- You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the CSG Media Website. You may not take any action which imposes an unreasonable or disproportionately large load on CSG Media's infrastructure.
- 5. Intellectual Property and Submissions.
- The Materials, data and other information used, displayed or made available on the CSG Media Website are the property of CSG Media, or its licensors, and are protected by copyright, trademark and other laws of the United States and other countries. "CSG" and "CSG Systems" are registered trademarks of CSG Systems International, Inc. or its affiliates (including CSG Media) (collectively, "CSG") and all associated trade names are trademarks of CSG and/or affiliate companies. Other marks which appear on the CSG Media Website may be marks of third parties that are not affiliated with CSG, are used for identification purposes only and are the trademarks of their respective owners.. CSG does not control or endorse the content of third party web sites. The entire contents of the CSG Media Website, including the selection, coordination, arrangement and enhancement of the content, are copyrighted under international copyright laws by CSG Media.
- The content provided on the CSG Media Website may be displayed, printed and downloaded from the different areas of the CSG Media Website solely in accordance with the terms and conditions of this Agreement. Except as allowed in the previous sentence, You agree not to modify, reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, perform or circulate any such material without the prior written consent of CSG Media or the appropriate licensor/owner.
- Unless CSG Media has entered into a separate written agreement with You that specifically states to the contrary, You agree that any information, feedback, questions, comments, or the like that you provide to CSG Media in connection with the CSG Media Website ("Submissions") will be deemed to be provided to CSG Media on a non-confidential and non-proprietary basis and will become and remain the property of CSG Media. CSG Media shall have no obligation of any kind with respect to Submissions for any purpose whatsoever, without limitation. You also agree that CSG Media shall be free to use any ideas, concepts or techniques embodied in the Submissions for any purpose whatsoever, including but not limited to, developing, manufacturing and marketing products or services incorporating such ideas, concepts or techniques.
- 6. System Access.
- Access to the CSG Media Website may be unavailable, delayed, limited or slowed from time to time due to, among other things, the following:
- hardware failure, including among other things failures of computers (including Your own computer), servers, networks, telecommunication lines and connections, and other electronic and mechanical equipment;
- software failure, including among other things, bugs, errors, viruses, configuration problems, incompatibility of systems, utilities or applications, the operation of firewalls or screening programs, unreadable codes, or irregularities within particular documents or other content; − overload of system capacities;
- damage caused by severe weather, earthquakes, wars, insurrection, riots, civil commotion, act of God, accident, fire, water damage, explosion, mechanical breakdown or natural disasters;
- interruption (whether partial or total) of power supplies or other utility of service;
- strike or other stoppage (whether partial or total) of labor;
- governmental or regulatory restrictions, exchange rulings, court or tribunal orders or other human intervention; or
- any other cause (whether similar or dissimilar to any of the foregoing) whatsoever beyond the control of CSG Media.
- 7. Disclaimers.
- (A) CSG PROVIDES THE CSG MEDIA WEBSITEAND MATERIALS "AS IS" (B) CSG MEDIA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE CSG MEDIA WEBSITE AND MATERIALS (INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS); (C). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CSG MEDIA MAKES NO WARRANTY THAT THE CSG MEDIA WEBSITEOR MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THE CSG MEDIA WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THE CSG MEDIA WEBSITE WILL BE CORRECTED; (D) CSG MEDIA MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CSG MEDIA WEBSITE OR MATERIALS OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE CSG MEDIA WEBSITE; (E) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE CSG MEDIA WEBSITE OR FROM CSG MEDIA, ITS AFFILIATES OR ITS OR THEIR SUPPLIERS (OR THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS OF ANY SUCH ENTITIES) (COLLECTIVELY, "THE CSG PARTIES") SHALL CREATE ANY WARRANTY. CSG MEDIA DISCLAIMS ALL EQUITABLE INDEMNITIES.
- 8. Limitation of Liability.
- IN NO EVENT WILL CSG MEDIA OR ITS LICENSORS BE LIABLE FOR (A) ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE (HOWEVER ARISING, INCLUDING NEGLIGENCE), ARISING OUT OF THE USE OF OR INABILITY TO USE THE CSG MEDIA WEBSITE, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE CSG MEDIA WEBSITE OR DOWNLOADED OR HYPERLINKED FROM THE CSG MEDIA WEBSITE, EVEN IF CSG MEDIA OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (B) ANY DAMAGES WHATSOEVER IN EXCESS OF ONE HUNDRED DOLLARS (US $100.00) OR (C) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE CSG MEDIA WEBSITE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH, OR HYPERLINKED FROM, THE CSG MEDIA WEBSITE.
- 9. Indemnification.
- You agree to indemnify, defend and hold harmless CSG Media, its affiliates and their respective officers, directors, employees, agents, licensors, suppliers and any third party information providers to CSG from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement by You. CSG Media reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You and, in such case, You agree to cooperate with CSG Media's defense of such claim.
- 10. Exclusions and Limitations.
- Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to You. To the extent that CSG Media may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of CSG Media's liability shall be the maximum permitted under such applicable law.
- 11. Termination.
- To the extent the CSG Media Website requires You to register with the CSG Website in order to access any portion of the CSG Media Website, CSG may terminate, suspend, or modify Your registration with, or access to, all or part of the CSG Media Website, without notice, at any time and for any reason. You may discontinue Your participation in and access to the CSG Media Website at any time. If You breach any of the terms of this Agreement, Your authorization to use the CSG Media Website automatically terminates and You must immediately destroy any downloaded or printed Materials (and any copies thereof).
- 12. Compliance with Laws.
- You shall comply with all applicable Laws regarding Your use of the CSG Media Website.
- 13. Exports Restrictions and Regulations.
- You agree to comply with all export and re-export restrictions and regulations of the Department of Commerce and any other United States or foreign agencies and authorities in connection with Your use of the CSG Media Website and not to transfer, or authorize the transfer, of any Materials to a prohibited country or otherwise in violation of any Laws. In particular, but without limitation, the Materials may not, in violation of any Laws, be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders or U.S. Department of Commerce Entity List of proliferation concern, or the US State Department Debarred Parties List. By using any Materials subject to any such restrictions and regulations, You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list.
- 14. Integration and Separation.
- This Agreement, the Privacy Policy and any other terms referenced in this Agreement constitute the entire agreement between You and CSG Media with respect to Your access and use of the CSG Media Website. If any of the provisions of this Agreement are determined to be invalid or unenforceable, then each invalid or unenforceable provision will be construed in a manner consistent with applicable Laws to reflect, as nearly as possible, the original intention of these Terms and Conditions and the remaining provisions shall remain in full force and effect.
- 15. Waiver and Assignment.
- CSG Media's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. CSG Media may assign its rights and duties under this Agreement to any party at any time without notice to You.
- 16. Forward-Looking Statements.
- Statements contained on the CSG Media Website may constitute "forward-looking statements" within the meaning of Section 27A of the US Securities Act of 1933, as amended, and Section 21E of the US Securities Exchange Act of 1934, as amended. Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology. Reference is hereby made to cautionary statements set forth in CSG's most recent reports on Form 10-K and 10-Q, and other SEC filings.
- 17. Miscellaneous.
- CSG Media administers the CSG Media Website from its offices in Englewood, Colorado. The laws applicable to the interpretation of this Agreement shall be the laws of the State of Colorado, USA, and applicable federal law, without regard to any conflict of law provisions. You agree that any legal action or proceeding between CSG Media and You for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Colorado, USA. Any cause of action or claim You may have with respect to the CSG Media Website must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. CSG Media makes no representations that the content in the CSG Media Website is appropriate for access outside of the United States. Those who choose to access the CSG Media Website from outside the United States do soon on their own initiative and are responsible for compliance with local Laws applicable to such access.