CEDIA.NET TERMS OF USE

Welcome to cedia.net (each, a "Sites," and collectively, the "Sites"), operated by Custom Electronic Design & Installation Association (collectively, "CEDIA," "we," "us," "our").  By accessing, viewing, downloading, or otherwise using the Sites or any webpage or service available via the Sites, you, the user of the Sites, acknowledge and agree to be bound by the following Terms of Use (the "Terms of Use").  We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use on this page and will indicate at the top of this page the date these terms were last revised.  Your continued use of the Sites after any such changes constitutes your acceptance of the new Terms of Use.  If you do not agree to abide by these or any future Terms of Use, DO NOT CONCLUDE THIS AGREEMENT, AND DO NOT USE OR ACCESS (or continue to use or access) the SITES, VIEW, DOWNLOAD, OR OTHERWISE USE ANY CEDIA WEBPAGE, INFORMATION OR SERVICES THEREIN.  It is your responsibility to regularly check the Sites to determine if there have been changes to these Terms of Use and to review such changes.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.  THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Intellectual Property Notices

Site Content

All content on the Sites, including the logo, articles, materials, documents, other text and graphics (collectively, the "Site Contents") is the intellectual property of CEDIA.  The Site Contents available on the Sites is protected by trademark, trade dress, copyright, and patent laws of the U.S.  The Site Contents may not be copied, imitated, used, or disseminated in whole or in part, without the prior written permission of CEDIA.  You may view, print, copy, and download portions of the Site Contents solely in connection with your use of the Sites, and solely for your own individual, internal, non-commercial use or records.  CEDIA reserves the right to revoke this authorization at any time.

You may not reverse engineer, decompile, modify, reproduce, distribute, publish, or disassemble any portion of the Sites except and only to the extent that such activity is expressly permitted by CEDIA.

User Content

You may post content, including photos, logos, links, and other materials on the Sites.  Anything that you post or otherwise make available on the Sites is referred to as "User Content."  When you post User Content, you represent and warrant that you have all rights necessary to do so, including but not limited to having sufficient intellectual property rights in the User Content, and that to the best of your knowledge, the User Content complies with all applicable laws.

Users posting User Content retain all rights in the User Content, but they are deemed to have granted CEDIA a perpetual, irrevocable, non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use, store, display, reproduce, publish, transmit, modify, create derivative works, perform, and distribute your User Content on the Sites, any other CEDIA websites and applications, and on third party sites (e.g., under our account with a social networking site).  The foregoing shall include the right to copy the material for backup and archival purposes, display it on the Sites, use the User Content for targeted advertising and/or lead generation, allow viewers to view User Content (including by downloading a copy to the viewer's machines) and edit it for length or compliance with the rules applicable to users posting on the Sites.  

We do not guarantee how quickly your User Content will appear on the Sites or how and where it will appear.  We reserve the exclusive right to describe, categorize and place User Content in our sole discretion.

CEDIA also has the right to remove, at its sole discretion, any User Content from the Sites at any time for any purpose, without any notice, and without any liability.  We are not obligated to review or monitor User Content but we reserve the right to remove or modify User Content for any reason, including User Content that we believe violates these Terms or our policies.

Copyrights

The services provided by CEDIA through the Sites require the use of potentially copyrightable material such as photographs, video recordings, audio recordings, and other works of authorship.  Copyright owners or their authorized agents may submit a complaint of alleged copyright infringement to if they have a good-faith belief that their protected works are being infringed.  We will respond to all such notifications that are sent via mail or courier to:

CEDIA
Attn: Kory Dickerson,
8475 Nightfall Lane, Fishers, IN 46037

Please write: "Infringing Content" on the envelope or cover sheet to speed up processing of your request.  To be effective, your notification to us must be in writing and include:

1. A physical signature of the owner of an exclusive right that is allegedly infringed, or of a person authorized to act on behalf of the owner;
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at the Sites are covered by a single notification, a representative list of such works at the Sites;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Upon receipt of such notification, we shall promptly investigate the matter, and, if appropriate, remove or disable access to the allegedly infringing material.  After we remove or disable access to such material, we will notify the user who posted such material.  The user may then provide our designated agent proper "counter-notification" stating his or her authority to post the allegedly infringing material, which we will forward to the alleged copyright owner. 

An effective counter-notification must be sent via mail, courier, or fax to our agent designated above.  The counter-notification must be in writing and include the following information:

1. The individual's name, address, and telephone number;
2. The individual's physical signature;
3. Identification of the material that has been removed or disabled and the location where the material was before its removal or disablement;
4. A statement, under penalty of perjury, that the individual has a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and
5. A statement that the individual consents to the jurisdiction of the United States District Court in his or her district, or if the individual resides in a foreign country, that he or she consents to jurisdiction in any United States District Court where CEDIA is subject to jurisdiction, and that the individual will accept service if process originates from the alleged copyright owner who provided us with notification, or from an agent of such a person.

Service Eligibility

You represent and warrant that you: (a) are not under the age of 18; (b) have not previously been suspended or removed from CEDIA; (c) are not a direct competitor of CEDIA; (d) have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which you are a party; and (e) that you understand that the use of the Sites is at your own risk.  The Site Contents on CEDIA may not be appropriate or functional for use outside the United States of America.  Users located outside the United States use the Sites understanding this limitation.

General Terms of Use

You must provide correct and complete personal and business information as requested by us in the CEDIA registration process.  As part of your use of the Sites, you may be required to submit certain content (including any name, contact information, business information, and other personal information).  By submitting any information to us, you represent and warrant that such submission is accurate, complete, current, and is not in violation of any contractual restrictions or other third party rights.

CEDIA exercises no control over any content you or others submit while using the Sites.  While we reserve the right to, we are not obligated or responsible for monitoring, editing, screening, or removing any content you or others submit while using the Sites.  CEDIA has no obligation to verify the identity of any Users when they are connected to CEDIA or to supervise the content which has been provided by users.  We may update our policies and practices from time to time at our sole discretion.  Should you believe that someone is misusing or otherwise misappropriating your information, you must immediately inform CEDIA by contacting us at member@cedia.org.  

You are responsible for the security of your password and user ID.  Keep your password confidential, do not use other users' accounts and do not let others use your account.  You are responsible for anything that happens through your account.

You are prohibited from selling, trading or otherwise transferring your CEDIA account, any rights that run with the account, or any information therein to another party or charging anyone for access to any portion of CEDIA, or any information therein.

You are prohibited from registering or creating an account for any entity or individual other than yourself, unless you are expressly authorized to create accounts on behalf of the entity or individual.

Following termination or deactivation of your account, we will retain and use your account information and any User Content in accord with these Terms of Use.

We value hearing from you, and are always interested in learning about ways we can improve the Sites.  If you choose to submit comments, ideas or feedback, you agree that we may use them without restriction and without any compensation, attribution or accounting to you.

Prohibited Conduct

You expressly agree to refrain from doing, either personally or through an agent, any of the following:

• Use any device, a robot, spider, script, automated process, or manual process or other means to harvest information about other users, or any content from the Sites.
• Transmit, install, upload or otherwise transfer any virus, malware, or other item or process to the Sites that in any way affect the use, enjoyment or service of the Sites.
• Transmit, install, upload or otherwise transfer any virus, malware, or other item to the Sites that in any way affect the use, enjoyment or service of any user's or CEDIA employee's computer or other medium used to access the Sites.
• Transmit, install, upload or otherwise transfer any material to the Sites that is fraudulent, inaccurate, offensive, violent, lewd, salacious, explicit, discriminatory, illegal, infringing, hateful, pornographic or sexually suggestive.  CEDIA reserves the sole discretion to determine the nature of the material.
• Transmit, install, upload or otherwise transfer to the Sites any content that violates or infringes the intellectual property rights of others (including but not limited to copyrights, trademarks, trade secrets, patents and publicity rights).
• Modify the information, including headers, found on the Sites.
• Transmit, install, upload or otherwise transfer to the Sites any unauthorized advertisement or communication, including but not limited to spam, and phishing emails.
• Engage in any action that imposes an unreasonable or disproportionately large load on the Sites, or that CEDIA determines is detrimental to the use and enjoyment of the Sites.
• Use the Sites for any unlawful or defamatory means.
• Transmit, install, upload, post or otherwise transfer any information in violation of the laws of the United States or post any information that could result in civil unrest. 

International Transfer of Data

In the process of providing services to you, we may transfer information that we collect to affiliated entities or to other third parties across borders, and from your country or jurisdiction to other countries or jurisdictions around the world.  By using the Sites, or signing up for membership, you consent to the transfer of your information to the United States.

You acknowledge and agree that we may send you information and notices regarding our services by email or through other means.  You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the services on the Sites.  You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims of a violation of the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of CEDIA, its users and the public.

INDEMNITY

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS CEDIA AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS, LICENSORS, DIRECTORS, SUPPLIERS, OTHER PARTNERS, EMPLOYEES AND REPRESENTATIVES FROM ANY CLAIM OR DEMAND, INCLUDING ATTORNEY'S FEES, MADE BY ANY THIRD PARTY TO OR ARISING OUT OF YOUR USE OF THE SITES, OR YOUR USE OF OR CONNECTION TO CEDIA (INCLUDING ANY USE BY YOU ON BEHALF OF A THIRD PARTY).  WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO PARTICIPATE IN OR ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

WE RESERVE THE RIGHT TO DENY SERVICE TO ANYONE, AT ANY TIME, AND FOR ANY REASON, AS ALLOWED BY LAW, OR FOR ANY OTHER REASON.

DISCLAIMER OF WARRANTIES

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

YOUR USE OF THE SITES AND THE SITES' CONTENTS IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED.  THE SITES, INCLUDING THE INFORMATION AND SERVICES PROVIDED BY CEDIA ARE ON AN "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS.  CEDIA DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.  CEDIA MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE SITES, ANY CONTENT ON THE SITES, OR SERVICES.

CEDIA MAKES NO WARRANTY OR REPRESENTATION THAT: (a) CEDIA WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF CEDIA WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, SITE CONTENTS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE SITES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN CEDIA WILL BE CORRECTED.  IN PARTICULAR, CEDIA'S OPERATION MAY BE MOMENTARILY INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR TECHNICAL IMPROVEMENTS.  CEDIA DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING.  FURTHERMORE, CEDIA DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTION, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE CEDIA SITES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES LINKED TO THE INTERNET SERVICE PROVIDER, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY SITE CONTENTS FROM CEDIA, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

CEDIA IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS EMAILS, POSTING OF COMMENTS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH CEDIA TO ANYONE.  IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE CEDIA SERVICES WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES.  ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON CEDIA MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED TO US SUCH MATERIAL, SERVICE, OR TECHNOLOGY.

CEDIA DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS CEDIA SERVICES BY OTHER USERS; THEREFORE, CEDIA DECLINES ALL LIABILITY FOR INACCURATE INFORMATION; FRAUD; NEGLIGENCE; WILLFUL MISCONDUCT; OR ANY OTHER INAPPROPRIATE USE OF CEDIA.

CEDIA DOES NOT GUARANTEE AND IS NOT OBLIGATED TO GUARANTEE THE AVAILABILITY, ACCESSIBILITY, OR USABILITY OF OUR SITES.  CEDIA, IN OUR SOLE DISCRETION, MAY INTERRUPT THE AVAILABILITY, ACCESSIBILITY, OR USABILITY OF OUR SERVICES, WITHOUT NOTICE, AT ANY TIME, WITHOUT ANY LIABILITY. 

LIMITATION OF LIABILITY

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

TO THE FULL EXTENT PERMITTED BY LAW, CEDIA IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH CEDIA, EVEN IF CEDIA HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE CEDIA; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM CEDIA; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON CEDIA, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CEDIA CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, RELY UPON, MODIFY OR DISTRIBUTE.

Termination of Service

We reserve the right, at our sole discretion, to terminate any and all service provided to you at any time without notice for any reason.  We also reserve the right, at our sole discretion, to discontinue any service or modify any service without notice, at any time, and without liability.  We reserve the right, at our sole discretion, to terminate services to you, and to deactivate your account.  We shall not be liable to you or any third party if we terminate your account and you agree to hold us harmless and indemnify us from any third party claims arising from the termination of your account.  No refunds will be granted to you if we terminate your account.  You agree that any material breach of these Terms of Use will result in irreparable harm to CEDIA for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, CEDIA will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs.  You waive any requirement for the posting of a bond or other security if CEDIA seeks such an injunction.

Advertisements and Promotions

CEDIA may run advertisements and promotions from third parties on the Sites.  Your correspondence or business dealings with, or participation in promotions of, advertisers other than CEDIA found on or through the Sites, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser.  CEDIA is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-CEDIA advertisers on the Sites.

Third Party Content

You may find links to other Internet Sites or resources on the Sites.  You acknowledge and agree that CEDIA is not responsible for the availability of such external Sites or resources, and does not endorse and is not responsible or liable for any contents, advertising, products, or other materials on or available from such third party sites or resources (the "Third Party Content").  CEDIA will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such Third Party Content available on or through any such third party sites or resource, even if one or more pages of the third party sites is/are framed within our Sites.

Use of Third Party Applications

From time to time, CEDIA uses third party applications, hardware, software, and services in providing functionality to you.  For the purposes of providing functionality to you—including but not limited to email delivery, calendar sharing, and user use data— CEDIA will pass data—including, but not limited to, user login credentials, contact data, email addresses, and other stored information for your clients, guests or event—to third parties.  CEDIA is not required to disclose third parties involved in any of the above described transactions or features.

Controlling Law

Indiana law and controlling U.S. federal law govern any action related to the Terms of Use and/or your use of the Sites.  Choice of law rules of any jurisdiction will not apply to any dispute under the Terms of Use.  You and CEDIA agree to submit to the personal and exclusive jurisdiction of the courts located within the court of Marion County, Indiana, U.S.A.

Entire Agreement

These Terms of Use contains the full understanding between the parties and supersedes all prior representations or agreements, whether oral or written, with respect to such matters.  If any provision of the Terms of Use is held invalid by any law or regulation of any government, or by any court, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms of Use will remain in full force and effect.

Dispute Resolution

Any dispute arising out of or related in any manner to these Terms of Use shall be settled exclusively by private binding arbitration in accordance with the Commercial Arbitration rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having competent jurisdiction.  Any demand for arbitration shall include detail sufficient to establish the nature of the dispute, including the claims asserted and the material issues with respect thereto.  Within thirty (30) days after demand for arbitration is mailed, each party shall each choose an arbitrator and the two appointed arbitrators shall choose a third arbitrator.  At least one arbitrator shall also be an attorney in good standing in any of the United States.  The location of the arbitration proceeding and hearing shall be in Indianapolis, Indiana.  The decision of the arbitration panel shall be in writing, and shall describe in detail the legal reasoning adopted by the panel in support of its decision.  In rendering a decision, the arbitration panel shall follow the law of the United States and of the State of Indiana, and shall not use equitable or other principles which would permit the panel to ignore these Terms of Use or the law.  The arbitration panel's decision shall be final and binding on the parties, provided, however, that errors of law may be appealed to a court of competent jurisdiction for review.  Any award by the arbitration panel shall be subject to all dollar and other limitations set forth in these Terms of Use.  The arbitration panel is not authorized to award, and each of the parties hereby irrevocably waives any right to, punitive, exemplary, consequential, special, indirect, and other non-compensatory damages in connection with any arbitration award with respect to the dispute.  Each party to the arbitration shall be responsible for its own costs and expenses, including attorneys' fees.  The arbitrators' fees, the arbitration venue expenses, and any other costs and expenses not attributable to one party shall be shared equally.  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Sites or these Terms of Use must be filed within one (1) year after such claim or cause of action accrues, or be forever barred.  There shall be no right or authority for any claim arising under these Terms of Use or otherwise arising out of the use of the Sites to be arbitrated on a class-action basis or on bases involving claims brought in a purported representative capacity on behalf of the general public, or other persons similarly situated.  Furthermore, claims brought by or against one user may not be joined or consolidated in the arbitration with claims brought by or against any other user, unless otherwise agreed to in writing by all parties including CEDIA.  In the event of a conflict or inconsistency between the American Arbitration Association's Commercial Arbitration rules and this arbitration section, this arbitration section shall govern.