Terms of Use

Effective Date: May 29, 2020.

1. Introduction and Overview.

Cotton Council International and National Cotton Council (“CCI”, “NCC,” “we”, “our”, or “us”) is a non-profit trade association. This website is primarily targeted at businesses and other organizations interested in the U.S. Cotton industry. We strive to make our Website as informative and useful for this audience as possible. All we ask in return is that you abide by the Terms and Use outlined below.

These Terms of Use (“Terms”) govern your use of any website that posts a link to these Terms, and all features of that website (collectively and individually, the “Website”). Please read them carefully because by using the TrustUSCotton.org, you agree to these Terms, and consent to our collection, use and disclosure practices, and other activities as described in our Privacy Policy. If you do not agree and consent, discontinue use of the Website.

2. Restrictions on Use of Materials on Our Website.

All right, title, and interest in and to the Website and everything on the Website – including all text, images, and other materials on the Website, the software, plus all files, all images incorporated in or generated by the software, and all data accompanying it (the “Content”) – is the property of CCI/NCC or our licensors or certain other third parties and is protected by law, including U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. Subject to your acceptance of and compliance with these Terms, CCI/NCC grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download, display, view, use, and play the Content on a personal computer or other internet-enabled device (each, a “Device”) and/or print one copy of the Content as it is displayed to you, in each case for your personal use only. You agree not to re-use Content from this Website, such as by copying, distributing, republishing, reproducing, uploading, posting, or transmitting anything, in any form or by any means, unless a feature on our Website specifically gives you permission to do so (such as our “Share by email” function) or you get our written consent first. Content must not be modified; doing so could violate intellectual property rights and result in monetary or criminal liability.

A. Restrictions on Use of Our Website.

You must be at least thirteen (13) years old to use this Website.

You shall not:

• use the Website or Content for any political purpose; • engage in any activity in connection with the Website or Content that is unlawful, harmful,

offensive, sexually explicit, obscene, violent, threatening, harassing, abusive, falsely representative of your persona, invasive of someone else’s privacy, or otherwise objectionable to CCI/NCC; • harvest any information from the Website or Content; • reverse engineer or modify the Website or Content; • interfere with the proper operation of or any security measure used by the Website or Content; • infringe any intellectual property or other right of CCI/NCC or any third party; • use the Website or Content in a manner that suggests an unauthorized association or is beyond the scope of the limited license granted to you; or • otherwise violate these Terms.

You agree to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, treaties, directives, and agreements that apply to your use of the Website and Content.

A. Availability.

By providing Content on this Website, we do not in any way promise that the Content will remain available to you. CCI/NCC may terminate the availability of all or part of the Website or Content to any individual user or all users at any time and without notice to you.

B. Reservation of Rights.

All rights not expressly granted to you under these Terms are reserved by CCI/NCC and its licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the Content or Website for any purpose is prohibited.

3. Unsolicited Submissions.

When you submit any unsolicited ideas, feedback, opinions, techniques, images, sounds, videos, or other content to us through or relating to the Website (“Submissions”), you grant us a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such content throughout the world in any media. You further irrevocably grant us and any sublicensee the right, but not the obligation, to use your name in connection with your Submissions.

You understand that you will not receive any compensation for any of the rights granted in this Section. Our receipt of your Submissions is not an admission of their novelty, priority, or originality, and it does not in any way impair or limit our right to existing or future intellectual property rights relating to your Submissions.

When you submit a Submission to us, you represent and warrant that you own or otherwise control all of the rights to the Submission; that the Submission is accurate; that use of the

Submission does not violate these Terms and will not cause injury to any person or entity; and that you will indemnify CCI/NCC for any and all claims resulting from the Submission.

4. Copyright Infringement.

A. DMCA Notification.

CCI/NCC responds to copyright notifications submitted under the Digital Millennium Copyright Act, 17 U.S.C. § 512 (“DMCA”). To submit a notice of claimed copyright infringement under U.S. law, provide our designated agent with the following written information:

• A physical or electronic signature of the copyright owner or a person authorized to act on his or her behalf;

• Identification of the copyrighted work claimed to have been infringed;

• Identification of the infringing material and information reasonably sufficient to permit us to locate that material;

• Your contact information, including your address, telephone number, and an email address;

• A statement that you have a good faith belief that the use of the material in the manner asserted is not authorized by the copyright owner, its agent, or the law; and

• A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated agent is:

Sonia Dockery Cotton Council International 1521 New Hampshire Ave., NW Washington, DC 20036 United States cottonusa@cotton.org (202)745-7805

You can obtain further information from the Copyright Office’s online directory at www.dmca.copyright.gov/osp.

We will respond to notifications of claimed copyright infringement in accordance with the DMCA.

B. Counter Notification.

If you believe that your material has been removed in error in response to a copyright notification, you may submit a counter notification to our designated agent with the following written information:

· A physical or electronic signature;

· Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

· A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and

· Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the U.S., for any judicial district in which CCI may be found, and that you will accept service of process from the person who provided notification under subsection 4(A) of the Terms or an agent of such person.

We will respond to counter notifications in accordance with the DMCA.

5. Communications.

If you have any questions or comments, please send an email to us here. You acknowledge that the provision of support is at CCI’s sole discretion and that we have no obligation to provide you with customer support of any kind. All legal notices to us must be mailed to:

Cotton Council International Worldwide Headquarters 1521 New Hampshire Ave., NW Washington, DC 20036.

When you communicate with us electronically, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

6. Third-Party Services.

Our Website contains content from and hyperlinks to websites, locations, platforms, and services operated and owned by third parties (“Third-Party Services”). We may also integrate third-party technologies into our Website and host our content on Third-Party Services. CCI/NCC is not responsible for the content of such Third-Party Services. CCI/NCC does not endorse or approve any products or information offered on Third-Party Services you access through our Website. For more information on Third-Party Services, see our Privacy Policy.

7. Agreement to Arbitrate Disputes and Choice of Law.

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

A. We Both Agree to Arbitrate.

You and CCI/NCC EACH agree to resolve any claims relating in any way to your use of the Website, Content, or services provided by us through the Website by binding arbitration, rather than in court. Except we may bring a suit in court to enjoin infringement or other misuse of intellectual property rights without notice to you and without first submitting the matter to arbitration.

You and CCI each agree that any dispute resolution proceedings will be conducted on an individual basis only and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, You and CCI/NCC each waive any right to a jury trial.

B. What is Arbitration.

Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.

C. Arbitration Procedures.

The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through JAMS. Any dispute, controversy, or claim arising out of or relating to these Terms shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures in front of one arbitrator. If there is a conflict between JAMS Rules and the rules set forth in these Terms, the rules set forth in these Terms will govern. The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at http://www.jamsadr.com or 1-800-352-5267. To initiate arbitration, you or CCI/NCC must do the following things:

(1) Write a demand for Arbitration. The demand must include a description of the Claim and the amount of damages sought to be recovered. You can find a copy of a demand for Arbitration at www.jamsadr.com.

(2) Send three copies of the demand for Arbitration, plus the appropriate filing fee to: JAMS to your local JAMS office or to JAMS, Two Embarcadero Center, Suite 1500, San Francisco, CA 94111, United States.

(3) Send one copy of the demand for Arbitration to the other party.

Arbitration under this agreement shall be held in the United States in Washington, DC under Tennessee law without regard to its conflict of laws provisions. The arbitrator may award on an individual basis the same damages and relief as a court (including injunctive relief). Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Payment of all filing, administration, and arbitrator fees will be governed by the JAMS Rules. If travelling to Washington, DC is a burden, you may participate in the arbitration by phone or via document submission to the fullest extent allowable by the

arbitrator. Each party will bear their own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue burden and in that case, we will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees).

8. Applicable Law.

By using the Website, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of Tennessee, without regard to principles of conflict of laws, will govern these Terms and any dispute of any sort that might arise between you and CCI/NCC. In any circumstances where the Agreement to Arbitrate Disputes permits the parties to litigate in court, these Terms shall be governed by and construed in accordance with the laws of the state of Tennessee, excluding its conflict of law rules. You further expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located in Memphis, Tennessee.

9. Disclaimer of Representations and Warranties.

THE WEBSITE IS PROVIDED TO YOU ON AN “AS IS” BASIS. THIS MEANS THAT CCI/NCC, ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, OR AGENTS (COLLECTIVELY, THE “CCI/NCC PARTIES”) DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES ABOUT THE CONTENT OR OTHER SERVICES AVAILABLE THROUGH THE WEBSITE, INCLUDING but not limited to, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND FREEDOM FROM COMPUTER VIRUS.

BY ACCESSING OR USING THE WEBSITE, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE WEBSITE.

IN CERTAIN JURISDICTIONS, THE LAW MAY NOT ALLOW US TO DISCLAIM OR EXCLUDE WARRANTIES. IN SUCH JURISDICTIONS, THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

10. Limitations of Our Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE CCI/NCC PARTIES BE LIABLE FOR ANY DAMAGE or injury of any kind, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE. TO REITERATE, THE CCI/NCC PARTIES ARE NOT LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE LOSSES OR DAMAGES, DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION, OR LOSS OF PROFITS, DATA, USE, BUSINESS, OR GOOD-WILL. FURTHER, THE CCI/NCC PARTIES ARE NOT LIABLE EVEN IF A CCI/NCC PARTY OR IF OUR AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE

BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

IN CERTAIN JURISDICTIONS THE LAW MAY NOT ALLOW US TO LIMIT OR EXCLUDE LIABILITY FOR “INCIDENTAL” OR “CONSEQUENTIAL” DAMAGES. IN SUCH JURISDICTIONS, THE ABOVE LIMITATION MAY NOT APPLY, AND YOU MAY INDEED HAVE THE RIGHT TO RECOVER THESE TYPES OF DAMAGES. BUT IN ANY EVENT, OUR LIABILITY TO YOU FOR ALL LOSSES, DAMAGES, INJURIES, AND CLAIMS OF EVERY KIND (WHETHER THE DAMAGES ARE CLAIMED UNDER THE TERMS OF A CONTRACT, OR THEY’RE CLAIMED TO BE CAUSED BY NEGLIGENCE OR OTHER WRONGFUL CONDUCT, OR THEY’RE CLAIMED FOR LOSS OF ANTICIPATED PROFITS OR REVENUE OR OTHER ECONOMIC LOSS, OR THEY’RE CLAIMED UNDER ANY OTHER LEGAL THEORY) WILL NOT BE GREATER THAN THE AMOUNT YOU PAID TO ACCESS OUR WEBSITE.

11. Indemnification.

You agree to defend, indemnify, and hold harmless CCI/NCC from and against all claims, liabilities, demands, and damages of every kind and nature, known and unknown (including, reasonable attorneys’ fees and costs) arising out of (i) your breach of these Terms or of any of your representations set out above; (ii) your Submissions; or (iii) your violation of the rights of any third party.

12. Updates to Terms.

We may modify these Terms, and the agreement they create, at any time, simply by updating this posting and without notice to you.

13. General Provisions.

A. Survival. The provisions of these Terms that by their nature should survive termination of your use of the Website will survive.

B. Severability. If any provision of these Terms is found to be unlawful, void or unenforceable, it will not affect the validity and enforceability of any remaining provisions.

C. Complete Agreement. These Terms and the Privacy Policy makes up the entire agreement regarding all the matters that have been discussed in the preceding paragraphs.

D. International Issues. CCI controls and operates the Website from the U.S., and CCI/NCC makes no representation that the Content of this Website are appropriate for countries outside the U.S. If you use this Website from another country, you are responsible for compliance with any and all applicable local laws. You agree that the United Nations Convention on Contracts for the International Sale of

Goods does not apply to these Terms or to any sale of goods carried out as a result of your use of the Website. Software related to or made available by the Website may be subject to export controls of the U.S., and, except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.

E. Investigations; Cooperation with Law Enforcement. CCI reserves the right to investigate and prosecute any suspected breaches of these Terms or the Website. We may disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.

F. California Consumer Rights and Notices. Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 400 R St., Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254. Their website is located at: http://www.dca.ca.gov.

G. Non-Discrimination Statement. The U.S. Department of Agriculture prohibits discrimination in all its programs and activities on the basis of race, color, national origin, gender, religion, age, disability, political beliefs, sexual orientation or marital, family or parental status.