THESE TERMS OF SERVICE ARE SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. READ THESE TERMS OF SERVICE CAREFULLY. THEY ARE A LEGAL CONTRACT GOVERNING YOUR USE OF THE SITE PROVIDED BY TRANSFIX PRODUCTIONS LLC AND EACH OF THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES AND PROPERTIES (COLLECTIVELY, “COMPANY”, “TRANSFIX,” “WE,” OR “US,” OR “OUR” OR SUCH TERMS OF SIMILAR CORRELATIVE MEANING).
These Terms of Service (“Terms”) govern your access to and use of the desktop website, mobile-optimized website, mobile application or other online service where these Terms are posted or linked (collectively, the “Site”).
The Site currently provide users with access to a rich collection of online resources, including various possible communications tools, online forums, special content and branded features. Unless explicitly stated otherwise, any new features that augment or enhance the Site, including the release of new or specialized Company web-based services, are subject to these Terms. In some instances, these Terms and a separate end user license or similar agreement will apply to a service or product offered by Company and/or the Site. We may add, change, remove, suspend or discontinue any aspect of the Site at any time without notice. We may also impose limits on certain features and services or restrict access to parts of or all of the Site without notice or liability. In order to use the Site, you must obtain access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet (e.g., personal computer, modem, cell phone, other access device, etc.).
The Site is intended solely for persons who are 18 years old or older. Any access to or use of the Site by anyone under the age of 18 is expressly prohibited. By accessing or using the Site you represent and warrant that you are 18 years old or older. We are committed to protecting the privacy of children. You should be aware that the Site is not intended or designed to attract children under the age of 13. We do not collect personally identifiable information from any person we actually know is a child under the age of 13.
The Content (as defined below) of the Site is for informational purposes only. The Content is not intended to be a substitute for, or replace, any professional advice or relationship.
The Company does not recommend, guarantee or endorse any specific products, services, companies, processes, goods, opinions, or other information that may be mentioned on the Site. The Company expressly does not recommend, guarantee or endorse any specific products, services, companies, processes, and goods referenced in any advertising provided through or on the Site. You should make your own determination and seek the advice of your own professionals with any questions you may have about any matter mentioned on the Site. Reliance on any information provided by the Company, its personnel, others appearing on the Site at the invitation of the Company, or other visitors to the Site is solely at your own risk.
Our mission and goal of the Site is to provide you helpful and useful information about our Company, and our offerings, products, services and collaborative partners.
The use, reuse, access, storing, copying, reproduction, rearrangement, sales, leasing, renting, distribution, redistribution, modification, alteration, display, archiving, sub-licensing, transferring, posting, translating, creating derivative works, assigning, loaning, pledging, granting of a security interest, granting of a lien, encumbering, conveying, transferring, downloading, exchanging, exhibiting, performing, exploiting, uploading, transmitting, broadcasting, hosting, indexing, caching, tagging, encoding, compiling, adaptation, creation of a collection with, or publication by you, directly or indirectly, of the Content, including the removal or alteration of advertising, except expressly permitted under the limited grant of rights hereunder, is strictly prohibited. You agree to abide by any and all additional copyright notices, information, or restrictions contained in any part of the Site. Copying, archiving or storing any part of the Site for a purpose that is not permitted by these Terms is expressly prohibited without prior written permission from Company or the applicable copyright holder as identified on the Site. Without limiting the generality of the foregoing, except where explicitly provided for herein or on the Site, you may not republish any portion of the Content on any Internet, Intranet, extranet site or any other online or offline publication, or incorporate the Content in any database, compilation, archive, cache, or similar medium. You may not distribute any Content to others, whether or not for payment or other consideration, and you may not archive, modify, copy, frame, cache, reproduce, sell, publish, transmit, display, exploit, or otherwise use any portion of the Content. You may not scrape or otherwise copy our Content without our permission. You agree not to decompile, reverse engineer or disassemble any software or other products or processes accessible through the Site nor to insert any code or product or manipulate the Content or the Site in any way or for any purpose, and not to use any data mining, data gathering or extraction method.
Requests to use Content for any purpose other than as permitted in these Terms should be directed to firstname.lastname@example.org. In certain cases, you may be able to use individual stories, articles, images, or video that appear on the Site through online functionality we have specifically designated (e.g., to email a story to a friend or to purchase the rights to reproduce a story for other use).
The Site may contain or offer sweepstakes, contests or other promotions, which may be governed by a separate set of rules that describe the sweepstakes, contest or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid or restricted, and to determine the sponsor’s requirements of you in connection with the applicable sweepstakes, contest or promotion.
During your visit to the Site, you may elect to engage in a transaction involving the purchase of a product or a service, such as a ticket to an event. Credit card transactions and order fulfillment are handled by a third-party processing agent, bank or distribution institution. While in most cases transactions are completed without difficulty, there is no such thing as perfect security on the Internet or offline. Transactions may be subject to the terms and conditions of the third-party ecommerce provider and third-party event promoter. You hereby agree that all returns, cancellations, or other issues with any purchase made on or through the Site with such third party ecommerce provider and/or third party event promoter (i) will be solely dealt with between you and the ecommerce provider or third-party event promoter, and (ii) you will not assert any claims against TRANSFIX or the site regarding such purchases.
You will have the opportunity to review and confirm your order, including delivery address (if applicable), payment method and product details. We will send to you a notice when we accept your order and our acceptance will be deemed complete and for all purposes to have been effectively communicated to you at the time we send the notice. At such time, the contract for sale will be made and become binding on both you and us. The risk of loss in any goods you purchase and the responsibility to insure them passes to you when the relevant goods are delivered.
We reserve the right to refuse or cancel any order prior to delivery. Some situations that may result in your order being cancelled include system or typographical errors, inaccuracies in product or pricing information or product availability, fairness among customers where supplies are limited, or problems identified by our credit or fraud departments. We also may require additional verification or information before accepting an order. We will contact you if any portion of your order is cancelled or if additional information is required to accept your order. If your order is cancelled after we have processed your payment but prior to delivery, we will refund your payment.
When you provide payment information, you represent and warrant that the information is accurate, that you are authorized to use the payment method provided, and that you will notify us of changes to the payment information. We reserve the right to utilize third party payment card updating services to obtain current expiration dates on credit cards and debit cards.
You may have the right to cancel an order placed for a product – depending on the nature of the product. Please read the following information carefully so you understand your right of cancellation. If you wish to cancel, you must do so by following the cancellation instructions for the particular product.
These cancellation rights are separate from and in addition to your rights should any item we supply be defective. If you are returning goods that are not defective, you may be required to pay for the cost of returning the goods to us and we may deduct a reasonable amount if you used the goods.
Gift cards may be offered for purchase and/or redemption in connection with certain products, subject to additional terms of service. The risk of loss and title for gift cards passes to you at the time of electronic transmission or delivery to the carrier. Gift cards may be redeemed at eligible locations and for eligible products and services. Please review the gift card terms for more information.
When ordering goods for delivery to countries other than the country where the seller is located, you may have to pay import duties and taxes levied. These and any additional charges for customs clearance must be borne by you. For goods shipped internationally, please note that any manufacturer warranty may not be valid; manufacturer service options may not be available; manuals, instructions and safety warnings may not be in destination country languages; the goods and accompanying materials may not be designed in accordance with destination country standards, specifications, and labeling requirements; and the goods may not conform to destination country voltage (requiring use of an adapter or converter). You are responsible for assuring the goods can be lawfully imported to the destination country. When ordering from us, the recipient is the importer of record and must comply with all laws and regulations of the destination country.
We may revise the pricing for the products we offer. When you place your order, we estimate the applicable tax and include that estimate in the total for your convenience. Except to the extent required under applicable tax laws, the actual tax amount that will be applied to your order and charged to your payment method is based on calculations on the date of shipment, regardless of when the order was placed.
By submitting, placing, uploading, delivering or providing any information or material on or through the Site, including but not limited to posting content or communications to any Site comment area, forum, blog, or chat area, or posting text, images, audio files, video clips, pictures, bulletin boards, wiki, or any audio-visual content to the Site (collectively, “User Content”), you represent and warrant: (1) you own or otherwise have all necessary rights to the User Content you provide and the rights to provide it under these Terms; and (2) the User Content will not cause injury to any person, group or entity. You represent and warrant that the User Content does not breach any of the requirements set forth in these Terms, and it will not violate any law, rule, or regulation. You further agree that you are solely liable for any and all claims, demands, investigations, damages, liabilities, losses, judgments, settlements, including attorneys’ fees, connected to, resulting from, related to or arising from your breach of any representation or warranty herein, or other violation of the terms of these Terms.
For all User Content you transmit, post, upload, e-mail, or otherwise make available (in this section – “Provide”) to the Site, you grant TRANSFIX a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and fully sub-licensable, assignable and transferrable license to use, copy, reproduce, distribute, publish, publicly perform, publicly display, modify, adapt, translate, archive, store, and create derivative works, and exercise all rights protected under the Copyright Act of 1976 (17 U.S.C §101 et. seq.) from such User Content, in whole or in part, in any form, format, or medium, of any kind now known or later developed for any purpose. Without limiting the generality of the previous sentence, you authorize TRANSFIX to: (i) share the User Content across all websites, mobile applications, publications and other online and offline services affiliated with TRANSFIX; (ii) repost, transmit, and upload such User Content to other services; (iii) include the User Content in a searchable format accessible by users of the Site and other TRANSFIX websites, mobile applications, publications and other online services; (iv) place advertisements in close proximity to such User Content; and (v) use your name, likeness and any other information you Provide in connection with our use of the material you Provide. You further agree that Company, its affiliates and its representatives will have the unfettered right throughout the universe, in perpetuity, without any credit or compensation to you, to use, reuse, access, store, copy, reproduce, rearrange, sell, lease, rent, distribute, redistribute, modify, alter, display, archive, sub-license, transfer, post, translate, create derivative works, assign, loan, pledge, grant a security interest, grant a lien, encumber, convey, download, exchange, exhibit, perform, exploit, upload, transmit, broadcast, host, index, cache, tag, encode, compile, form a collection with, or publicize or adapt, reverse engineer, disassemble, decompile, reverse assemble, modify or attempt to discover any source or object code any of the User Content or portions thereof, and your name, voice, likeness and other identifying information, in any form, media, software or technology of any kind now known or developed in the future for any purposes whatsoever (including for advertising, marketing, publicity, commercial purposes, promotional purposes), in any jurisdiction throughout the world, including, without limitation, developing, manufacturing and marketing products using such User Content.
You waive all moral rights with respect to any User Content you Provide to the Site. You also grant TRANSFIX the right to use any material, information, ideas, concepts, know-how or techniques contained in any communication you Provide or otherwise submit to us for any purpose whatsoever, including but not limited to, commercial purposes, and developing, manufacturing and marketing commercial products using such information. All rights in this section are granted without the need for additional compensation of any sort by TRANSFIX to you or to any other person or entity. You agree that you will indemnify, defend, and hold harmless TRANSFIX and its officers, directors and employees for all claims resulting from User Content you post. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will cooperate with us in asserting any available defenses.
You also hereby grant each user of the Site a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and under these Terms.
Neither the Site nor TRANSFIX is responsible for the similarity of any of its content or programming in any media to materials or ideas provided to the Site. If you do transmit unsolicited submissions to us through the Site or otherwise, you grant TRANSFIX a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and fully sub-licensable, assignable and transferrable license to use, copy, reproduce, distribute, publish, publicly perform, publicly display, modify, adapt, translate, archive, store, and create derivative works, and exercise all rights protected under the Copyright Act of 1976 (17 U.S.C. §101 et. seq.) from such submissions, and you understand and agree that such submissions may be adapted, broadcast, changed, copied, disclosed, licensed, performed, posted, published, sold, transmitted, or otherwise used as TRANSFIX sees fit. By using the Site and transmitting an unsolicited submission to us, you agree that you are not entitled to any compensation, credit or notice whatsoever with respect to such submission, and that by sending an unsolicited submission you waive the right to make any claim against the Site, TRANSFIX and its parents, affiliated companies, officers, directors or employees relating to our use of such submission, including, without limitation, infringement of proprietary rights, unfair competition, breach of implied contract or breach of confidentiality, even if material or an idea is used that is or may be substantially similar to the idea you sent.
our acknowledge that the Site and/or its designees may or may not pre-screen User Content, and shall have the right (but not the obligation), in their sole discretion, to move, remove, block, edit, or refuse any User Content for any reason, including without limitation that such User Content violates these Terms or is otherwise objectionable. You acknowledge and agree that you are prohibited from accepting payment for User Content, including, without limitation, accepting payment for the inclusion of a logo, brand or other commercial content, in User Content.
Although the Site may from time-to-time monitor or review postings, transmissions, and the like on the Site, it cannot and does not monitor or manage all User Content, and does not guarantee the accuracy, integrity, or quality of User Content. All User Content provided to the Site is the sole responsibility of the person who provided it. This means that you are entirely responsible for all User Content that you Provide. To protect your safety, please use your best judgment when using the Site and any areas of the Site with User Content. Please do not divulge personal phone numbers and addresses or other information that can be used to identify or locate you. You acknowledge and agree that if you make such disclosures on, through or to the Site, you do so fully understand that such information could be used to identify and contact you, including unwelcome or undesirable contacts.
Any decisions as to whether User Content violates any posting rule set forth in these Terms will be made by us in our sole discretion and after we have actual notice of such posting. When you provide User Content, you represent, warrant and agree that you will not directly or indirectly provide User Content that is or may contain or may be in whole or in part any of the following:
WARNING: A VIOLATION OF THESE POSTING RULES MAY BE REFERRED TO LAW ENFORCEMENT AUTHORITIES.
You shall notify us immediately upon becoming aware of the commission by any person of any restricted uses of the Site by sending an email to email@example.com, and you shall provide us with reasonable assistance in any investigations we conduct in light of the information you provide in this respect.
You acknowledge that we have no obligation to monitor any users’ access to or use of the Site, or to review or edit any Content or User Content, but we have the right to do so in our sole discretion: (i) for the purpose of operating and improving the Site (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) to ensure your or another user’s compliance with these Terms; (iii) to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body; or (iv) to address content that we determine is otherwise objectionable or violates these Terms. We reserve the right, at any time and without prior notice, to delete, remove, block, or disable access to any Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of these Terms, otherwise harmful to the Site, or for any other reason that we deem appropriate. In order to protect the integrity of the Site, we also reserve the right at any time in our sole discretion to block users from certain IP addresses or geographic locations from accessing and using the Site.
You acknowledge, consent, and agree that we may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary: (i) to respond to claims asserted against us or to comply with legal process (for example, subpoenas, warrants, or other process ); (ii) to enforce or administer our agreements with users, including without limitation these Terms; (iii) to render services you request; (iv) to protect the rights or property of the Site, TRANSFIX, and their respective third-party suppliers, service providers, and licensors; (v) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes; (vi) to protect the rights, property or safety of TRANSFIX, the Site, its users, or members of the public; or (vii) in circumstances that we deem, in our sole discretion, to pose a threat to the safety of us, you or others.
We may participate in various affiliate marketing programs and other arrangements with third parties, which means we may receive a commission or other form of compensation if you (a) click on certain ads or links that appear on our Site, or (b) purchase a product or service using links from our Site to retailer websites.
Any web site that links to the Site: (a) must not frame or create a browser or border environment around any of the Content of the Site; (b) may link to, but not replicate, display, reproduce, the Content; (c) must not imply that Company or the Site is endorsing, warranting or sponsoring it or its products, unless Company has given its prior written consent; (d) must not present false, deceptive, inaccurate or misleading information about Company or its products or services; (e) must not use any Company trademarks without the prior written permission from Company; and (f) must not contain content that could be construed as questionable content. By linking to any of the Site, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in these Terms, we reserve the right to deny permission to link to the Site for any reason in our sole and absolute discretion.
On occasion, a product or service may not be available at the time or the price as it appears in an advertisement or other material in the Site. In such event, or in the event a product is listed at an incorrect price or with incorrect information due to typographical error, technology error, error in the date or length of publication, error in pricing or product information received from our advertisers or suppliers, or for any other reason, you agree the Site is not responsible for such errors or discrepancies.
Your dealings or communications through the Site with any party other than TRANSFIX are solely between you and that third party. For example, certain areas of the Site may allow you to conduct transactions or purchase goods or services. In most cases, these transactions will be conducted by our third-party partners and vendors. Under no circumstances will the Site be liable for any goods, services, resources or content available through such third-party dealings or communications, or for any harm related thereto. Please review carefully that third party’s policies and practices and make sure you are comfortable with them before you engage in any transaction. Complaints, concerns or questions relating to materials provided by third parties should be directed to the third party.
In accordance with applicable law, it is the policy of the Site, in appropriate circumstances, to terminate the registration account of a member who is deemed to infringe third-party intellectual property rights or to remove User Content that is deemed to be infringing. If you believe that your work has been copied in a way that constitutes copyright infringement and is displayed on the Site, please provide substantially the following information to our copyright claims agent (please consult your legal counsel or see 17 U.S.C. §512(c)(3) to confirm these requirements):
The Site’s copyright claims agent can be reached as follows:
TRANSFIX Copyright ClaimsAttn: Legal Department
Please note that the above contact information is for intellectual property infringement notices only. DO NOT CONTACT OUR COPYRIGHT CLAIMS AGENT FOR OTHER INQUIRIES OR QUESTIONS. For other inquiries or questions, please email us at firstname.lastname@example.org. Please also note that, pursuant to 17 U.S.C. §512 of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
While the Site and TRANSFIX use reasonable efforts to include accurate and up-to-date information, neither the Site nor TRANSFIX make any warranties or representations as to the accuracy of the Content appearing on the Site, including the User Content, and assume no liability or responsibility for any error or omission in the Content. The Site and TRANSFIX do not represent or warrant that use of any Content will not infringe rights of third parties. The Site and TRANSFIX have no responsibility for actions of third parties or for content provided by others, including without limitation User Content.
USE OF THE SITE IS AT YOUR OWN RISK. ALL CONTENT AND ACCESS TO THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER TRANSFIX, THE SITE, NOR ANY OF THE TRANSFIX AND/OR SITE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, AGENTS, CONTENT PROVIDERS, SERVICE PROVIDERS, OPERATORS, OR LICENSORS, MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE SITE, THE CONTENT, ANY ADVERTISING MATERIAL, INFORMATION, PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THE SITE, THE AVAILABILITY OF THE SITE OR THE CONTENT THEREON, AND/OR THE RESULTS THAT MAY (OR MAY NOT) BE OBTAINED FROM ACCESS OR USE OF THE SITE OR THE CONTENT. ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES AGAINST INFRINGEMENT, AND WARRANTIES THE SITE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, ARE SPECIFICALLY DISCLAIMED. THE SITE, TRANSFIX AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, AGENTS, CONTENT PROVIDERS, SERVICE PROVIDERS, OPERATORS, AND LICENSORS ARE NOT RESPONSIBLE OR LIABLE FOR CONTENT POSTED BY THIRD PARTIES, ACTIONS OF ANY THIRD PARTY, OR FOR ANY DAMAGE TO, OR VIRUS OR MALWARE THAT MAY INFECT, YOUR COMPUTER EQUIPMENT, MOBILE DEVICE, OR OTHER PROPERTY. THE SITE CONTAINS FACTS, VIEWS, OPINIONS, STATEMENTS AND RECOMMENDATIONS OF THIRD-PARTY INDIVIDUALS AND ORGANIZATIONS. NEITHER THE SITE NOR TRANSFIX REPRESENT OR ENDORSE THE ACCURACY, UP-TO-DATE NATURE, OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED, UPLOADED OR DISTRIBUTED THROUGH THE SITE. ANY RELIANCE UPON ANY SUCH OPINION, ADVICE, STATEMENT OR INFORMATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE, TRANSFIX AND/OR THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, AGENTS, CONTENT PROVIDERS, SERVICE PROVIDERS, OPERATORS, OR LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES RELATED TO UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, THE CONTENT OR ANY ERRORS OR OMISSIONS IN THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE, TRANSFIX AND/OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, AGENTS, CONTENT PROVIDERS OR LICENSORS SHALL NOT BE LIABLE FOR ANY AMOUNT FOR DIRECT DAMAGES IN EXCESS OF THE LESSER OF $100 OR THE AMOUNT YOU PAID TO USE THE SITE.
YOU RECOGNIZE AND CONFIRM THAT IN THE EVENT YOU INCUR ANY LOSSES OR INJURIES THAT ARISE OUT OF COMPANY’S, ITS AFFILIATES’ OR COMPANY REPRESENTATIVES’ ACTS OR OMISSIONS, THE LOSSES OR LIABILITY, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY USE OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, PROGRAM, TELEVISION SHOW, MOTION PICTURE OR OTHER AUDIO/VISUAL CONTENT OWNED OR CONTROLLED BY COMPANY, ITS AFFILIATES AND/OR ITS COMPANY REPRESENTATIVES OR USER UPLOAD INFORMATION, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE USE, DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY COMPANY WEB SITE, PROPERTY, PRODUCT, PROGRAM, TELEVISION SHOW, MOTION PICTURE OR OTHER AUDIO/VISUAL CONTENT OR USER UPLOAD INFORMATION OR ANY AND ALL ACTIVITIES OR ACTIONS RELATED THERETO.
BY ACCESSING ANY OF THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
TO THE EXTENT CERTAIN JURISDICTIONS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY HEREUNDER OR OTHERWISE RENDER ANY PART OF THE EXCLUSIONS OF DAMAGES OR LIMITATIONS OF LIABILITY UNENFORCABLE, THE ABOVE EXCLUSIONS AND LIMITATIONS SHALL BE MODIFIED TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
You agree to indemnify, defend and hold harmless the Site and TRANSFIX, as well as each of their respective parent companies, and each of their respective partners, suppliers, licensors, officers, directors, shareholders, members, employees, representatives, contractors and agents, and sub-licensees from any and all claims (including but not limited to claims for defamation, trade disparagement, privacy and intellectual property infringement) and damages (including attorneys’ fees and court costs) in any and all jurisdictions arising from or relating to any allegation regarding: (1) your use of the Site; (2) the Site’s and/or TRANSFIX use of any User Content or information you provide; (3) information or material Provided through your registration account, even if not posted by you; (4) any violation of these Terms or applicable laws by you; (5) your disclosure of any access code or password related to the Site to others; and (6) any agreement or relationship you have with a third party. You will use your best efforts to cooperate in the defense of any claim which indemnification is sought. Notwithstanding the foregoing, in the event you fail to properly assume defense of such claim or respond thereto within a reasonable period of time, or fail to properly defend such claim in a diligent and competent manner, Company may assume sole control and defense thereof and, upon such event, Company retains the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of actions which are brought against Company indemnified parties herein under the terms and provisions of this Section on your account and on your risk. Company may participate in the defense of any such claim (or portions thereof) at its expense if it deems its interests conflict with those of yours in your defense thereof. In no event shall you settle or consent to any order on any claim without Company’s prior written approval.
The Site is controlled, operated and administered by TRANSFIX or its designees from offices within the United States. The Site and TRANSFIX make no representation that materials or Content available through the Site are appropriate or available for use outside the United States. Access to the Site is prohibited from territories where the Content is illegal. You may not use the Site or export the Content and/or User Content in violation of U.S. export laws and regulations. If you access the Site from a location outside the United States, you are responsible for compliance with all applicable laws.
The Site and TRANSFIX reserve the right to change these Terms at any time in their respective discretion and to notify users of any such changes solely by changing the Effective Date of these Terms. The most current version of these Terms will supersede all previous versions. Your continued use of the Site after the posting of any amended Terms shall constitute your agreement to be bound by any such changes. Your use of the Site prior to the time these Terms were posted will be governed according to the Terms that applied at the time of your use.
The Site may modify, suspend, discontinue or restrict the use of any portion of the Site, including the availability of any portion of the Content at any time, without notice or liability. The Site may deny access to any registered member or other user at any time for any reason, or no reason at all in our sole discretion. In addition, the Site or TRANSFIX may at any time transfer rights and obligations under these Terms to any TRANSFIX affiliate, subsidiary or business unit, or any of their affiliated companies or divisions, or any entity that acquires TRANSFIX, the Site or any of their respective assets.
You agree to file any claim regarding any aspect of this Site or these Terms within six months of the time in which the events giving rise to such claim began, or you agree to waive such claim.
You may contact email@example.com to address any concerns you may have regarding the Site. We will attempt to resolve concerns quickly to our customers’ satisfaction. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with TRANSFIX and good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration.
For any dispute that is not subject to binding arbitration or otherwise as set forth in these Terms, you and TRANSFIX agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in Clark County, Nevada. You further agree to accept service of process by mail or e-mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.
These Terms and the relationship between you and the Site shall be governed by the laws of the State of Nevada without regard to conflicts of law provisions.
MANDATORY ARBITRATION AND CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You and TRANSFIX agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.
By agreeing to these Terms, you agree to resolve any and all disputes with TRANSFIX as follows:
Most disputes can be resolved without resorting to litigation. You can reach us at firstname.lastname@example.org. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration (except with respect to the exceptions set forth below).
To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, TRANSFIX will pay the additional cost. If the arbitrator finds the arbitration to be non-frivolous, TRANSFIX will pay the fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration shall be initiated in Clark County in the State of Nevada, United States of America, and you and TRANSFIX agree to submit to the personal jurisdiction of any federal or state court in Clark County, Nevada in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND TRANSFIX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes on a class basis.
Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights “intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to email@example.com with the subject line, “MANDATORY ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of (a) the Effective Date of these Terms; or (b) the first date that you used the Site that contained any versions of the Terms that included this version of the mandatory arbitration and class action waiver, whichever is later. Otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, TRANSFIX also will not be bound by them.
Any changes to this the choice of law, dispute resolution and dispute resolution venue will be made in the same manner as described in the section entitled “Modifying These Terms” above; however, such changes will only become effective sixty (60) days after the revised Effective Date of these Terms and will only apply prospectively to claims arising after the sixtieth (60th) day. If a court or arbitrator decides that this subsection on “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the section entitled “Mandatory Arbitration and Class Action Waiver,” and the court or arbitrator shall apply the first Mandatory Arbitration and Class Action Waiver section in existence after you began using the Site.
The Mandatory Arbitration and Class Action Waiver sections and terms shall survive any termination of your account or the Site.
The failure of the Site or TRANSFIX to comply with any provision of these Terms due to an act of God, hurricane, war, fire, pandemic, government imposed closure, government imposed limitations, government executive orders, government directives, riot, earthquake, terrorism, act of public enemies, actions of governmental authorities outside of the control of the Site or TRANSFIX (excepting compliance with applicable codes and regulations) or other force majeure event will not be considered a breach of these Terms.
If for any reason any provision of these Terms is found unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties as reflected in that provision, and the remainder of these Terms shall continue in full force and effect.
Any failure of the Site to enforce or exercise any provision of these Terms or related right shall not constitute a waiver of that right or provision.
You agree, except as expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
The section titles used in these Terms are purely for convenience and carry with them no legal or contractual effect.
In the event of termination of these Terms for any reason, you agree the following provisions will survive: the provisions regarding limitations on your use of Content, the license(s) you have granted to the Site, the Disputes provisions, and all other provisions for which survival is equitable or appropriate. You understand and agree that Company will determine your compliance with these Terms in its sole discretion with or without prior notice. Upon termination of your user account or access to the Site, or upon demand by Company, you must destroy all materials obtained from this Site and all related documentation.
You agree that the provisions of these Terms that limit liability and disclaim warranties are essential terms of these Terms of Service. You understand and agree that Company will determine your compliance with these Terms in its sole discretion.
Company reserves the right at any time to charge fees for access to portions of the Site provided we obtain your prior agreement to pay such charges. We will give you advance notice of such fees and the opportunity to opt-out of any such features before such charges are imposed. You shall pay all fees and charges in a manner prescribed by Company at the rates in effect for the billing period in which such fees and charges are incurred, including, but not limited to charges for any products or services offered for sale through the Web Site or by any other vendor or service provider. All fees and charges shall be billed to and paid for by you. You shall pay all applicable taxes relating to use of the Site through your account.
These Terms constitute the entire agreement between you and the Site and supersede all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of these Terms will be binding unless made in writing and signed by TRANSFIX. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. In the event of a conflict between these Terms and any applicable purchase or other terms, these Terms shall govern.
Effective Date: February 28, 2022