Last updated: December 22, 2011
IMPORTANT NOTICE TO USER: PLEASE READ THIS DOCUMENT CAREFULLY. This Terms of Service Agreement (“Terms of Service”) is a legal agreement between you (referred to herein as “you” or “your”) and Tugg, Inc., a Delaware corporation (referred to herein as “Tugg”, “we”, “our”, or “us”) for access to and use of our website available at http://www.tugg.com/ (the “Website”) and the related software, feeds, and services, including, without limitation, mobile and web services and applications owned, controlled or offered by us (referred to collectively as the “Service”).
BY ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE. IF ANY OF THESE TERMS ARE UNACCEPTABLE TO YOU OR IN THE EVENT THAT ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE THE SERVICE. YOUR CONTINUED USE OF THE SERVICE NOW, OR FOLLOWING THE POSTING OF ANY CHANGES IN THESE TERMS OF SERVICE, WILL INDICATE ACCEPTANCE AND AGREEMENT BY YOU OF SUCH CHANGES.
YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE AND TO BE BOUND BY ITS TERMS. IF YOU ARE ACTING ON BEHALF OF A COMPANY OR ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ENTITY.
- The Service; Purchases.
- The Service enables users to organize specialized single event screenings (“Events”) of motion pictures, audiovisual works and/or live entertainment at theaters, screening rooms, auditoriums or other event space(s) affiliated with Tugg (collectively, “Theaters”), subject to any restrictions set forth on the Service, including without limitation, in these Terms of Service and the Promoter Agreement (available here).
- The Service enables users to purchase tickets to Events. All purchases of tickets and any other products and/or services made via the Service are governed by the Purchase Policy (available here), which is hereby incorporated by reference into these Terms of Service. You may not be able to use tickets purchased on the Service if you do not follow our Purchase Policy.
- To use certain features and functionalities of the Service, you must
create an account with us, and provide certain personal information
about yourself to us. The decision to provide this information is
purely optional; however, if you elect not to provide such information,
you may not be able to access certain Content or use certain features
and functionalities of the Service.
- You agree that (i) you will use the Service solely for your own,
non-commercial (except as set forth in the Promoter Agreement), personal
use in accordance with these Terms of Service and in accordance with
any specific rules or usage provisions specified by us on the Service,
(ii) all information supplied by you to us will be true, accurate,
current and complete, (iii) you may receive electronic communications
(e.g., e-mail notices) from us from time to time, and (iv) you will
review the latest version of these Terms of Service posted on the
Service from time to time to check for amendments that may apply to you
(as more fully described in Section 11 below). We retain the right at
our sole discretion to deny or suspend access to the Service to anyone,
at any time and for any reason, without any liability whatsoever.
- You acknowledge and agree that your use of the Service, including,
without limitation, the storage of any data, files, information and/or
other materials on a server owned or under our control or in any way
connected to the Service, shall be at your sole risk and responsibility
and we shall have no obligation to back-up such data, files, information
and/or other materials. We expressly reserve the right to limit storage
capacity and to remove and/or delete any data, files, and/or other
information stored or used in connection with the Service for any reason
including, without limitation, if we deem, in our sole discretion, such
data to be in violation of these Terms of Service and/or any rule or
policy of ours and/or any local, state, or federal law or regulation.
- You are solely responsible for any breach of your obligations under
these Terms of Service and for the consequences (including, without
limitation, any loss or damage which we and/or our licensees, licensors,
assigns and/or successors may suffer) of any such breach.
- We cannot always foresee or anticipate technical or other
difficulties which may result in failure to obtain data or loss of data,
personalization settings, or other interruptions. We cannot assume
responsibility for the timeliness, accuracy, deletion, non-delivery or
failure to store any user data, communications or settings.
- Restrictions on Use of the Service. You represent, warrant, and agree that you will not:
- use the Service in any unlawful manner, for any unlawful purpose, or in
any manner inconsistent with these Terms of Service and/or any and all
applicable local, state and federal laws and regulations and
- use the Service for the distribution, housing, processing, propagation,
storage, or otherwise handling in any way abusive, defamatory,
harassing, libelous, lewd, libelous, obscene, pornographic, threatening,
or tortuous material, or any false or misleading material, or any other
material (including, without limitation, links to such material) that
we deem, in our sole discretion, to be objectionable whether or not such
material is unlawful;
- permit or otherwise enable unauthorized users to access and/or use the Service;
- use the Service to export software or data in violation of applicable U.S. laws or regulations;
- sell, copy, duplicate, rent, lease, loan, distribute, transfer, or
sublicense the Service, or otherwise permit any third party to use or
have access to the Service for any purpose (except as expressly
permitted by us in writing) or decompile, reverse engineer, disassemble,
modify, create a derivative work of, display in human readable form,
attempt to discover any source code, or otherwise use any software that
enables or comprises any part of the Service;
- remove any copyright, trademark, patent or other proprietary notices from the Service;
- distribute, publish, exhibit, or otherwise use the Service, in any
manner and for any purpose not expressly permitted under these Terms of
Service or the Promoter Agreement;
- frame or utilize framing techniques to enclose the Service, or any portion thereof;
- exploit the Service or collect any data incorporated in
the Service in any automated manner through the use of bots,
metaspiders, crawlers or any other automated means;
- register as a user of the Service by providing false, inaccurate, or misleading information;
post hyperlinks to commercial services or websites on the Service,
except if and to the extent permitted in the Promoter Agreement;
- impersonate any person or entity, including, but not limited to, an
employee of ours, or falsely state or otherwise misrepresent your
affiliation with a person or entity;
- collect personal data about other users of the Service for commercial or
any other purposes, except to the extent permitted in the Promoter
- post irrelevant Content (as defined in Section 6 below), repeatedly post
the same or similar Content or otherwise impose an unreasonable or
disproportionately large load on our infrastructure;
- attempt to gain unauthorized access to our computer systems or engage in
any activity that disrupts, diminishes the quality of, interferes with
the performance of, or impairs the functionality of, the Service (or the
servers and networks which are connected to the Service);
- make available Content (as defined in Section 6 below) that constitutes
or contains "affiliate marketing," "link referral code," "junk mail,"
"spam," "chain letters," "pyramid schemes," or unsolicited commercial
advertisement, except to the extent such Content is provided to you by
us or one of our affiliates for a purpose specifically authorized by us
- create or attempt to create multiple user accounts;
- post or submit any Content to the Service that is inaccurate, defamatory
or violates or infringes the rights of any third parties, including,
without limitation, any intellectual property rights and rights of
publicity and/or privacy;
- engage in conduct that manipulates or misrepresents the integrity of any
ratings or reviews of motion pictures, other audio-visual content
and/or live performances that may be organized through the Service.
- Provision of the Service by Us. We are constantly improving the
Service in order to provide the best possible experience for its users.
You acknowledge and agree that the form and nature of the Service which
we provide may change from time to time without prior notice to you. As
part of this continuing innovation, you acknowledge and agree that we
may decline to provide you access to the Service or stop (permanently or
temporarily) providing the Service (or any features or programs or
Content within the Service) to you or to users generally at our sole
discretion, without liability or prior notice to you except for any
applicable refund policy for Event tickets purchased via the Service, to
the extent set forth in our Purchase Policy or otherwise on the
Website. You may stop using the Service at any time. You do not need to
specifically inform us when you stop using the Service. You acknowledge
and agree that if we disable access to your account, you may be
prevented from accessing the Service, your account details, or any files
or other Content which is contained in your account. You acknowledge
and agree that while we may not currently have set a fixed upper limit
on the amount of storage space used for the provision of the Service, or
the duration of time that we will store any information on your behalf,
such fixed upper limits or temporal limits may be set by us at any
time, in our sole discretion. Any new features that augment or enhance
the current Service shall be subject to these Terms of Service.
- Access to the Service; Reservation of Rights.
- We hereby give you a personal, worldwide, revocable, non-assignable and
non-exclusive right to access and use the Service in the manner and for
the purposes expressly permitted by these Terms of Service. We also
hereby grant you a limited, revocable, and non-exclusive right to create
a hyperlink to the Website or subdomains thereof so long as the link
does not portray us, our affiliates, or products or services provided by
us or our affiliates in a false, misleading, derogatory, or otherwise
offensive manner in our sole judgment, does not violate any local,
state, or federal law or regulation and such link is in accordance with
the terms and conditions of the Promoter Agreement and any guidelines
set forth on the Service. You may not assign (or grant a sub-license
of) your rights to use the Service, grant a security interest in or over
your rights to use the Service, or otherwise transfer any part of your
rights to use the Service and any such attempt shall be null and void at
the time of such attempt.
- We reserve all right, title and interest in and to the Service not
expressly granted to you under these Terms of Service. There are no
implied licenses under these Terms of Service.
- Your Password and Account Security. You agree and understand that you
are responsible for maintaining the confidentiality of passwords
associated with any account you use to access the Service. Accordingly,
you agree that you will be solely responsible to us for all activities
that occur under your account. If you become aware of any unauthorized
use of your password or of your account, you agree to notify us
immediately at firstname.lastname@example.org.
- Content in the Service.
- You understand that all information (such as data files, written text,
computer software, music, audio files or other sounds, photographs,
videos or other images) which you may have access to as part of, or
through your use of, the Service are the sole responsibility of the
person from which such content originated. All such information is
referred to as “Content”.
- You acknowledge that Content presented to you as part of the Service may
be protected by intellectual property rights which are owned by us or
the persons and/or entities that provide that Content to us (or by other
persons or companies on their behalf). You may not modify, rent, lease,
loan, sell, distribute or create derivative works based on this Content
(either in whole or in part) unless you have been specifically
permitted to do so in accordance with the Promoter Agreement or by us or
by the owners of that Content, in writing.
- We reserve the right (but shall have no obligation) to pre-screen,
review, flag, filter, modify, refuse or remove any or all Content.
- You understand that by using the Service you may be exposed to Content
that you may find offensive, indecent or objectionable and that, in this
respect, you use the Service at your own risk.
- You agree that you are solely responsible for (and that we have no
responsibility to you or to any third party for) any Content that you
create, transmit or display while using the Service and for the
consequences of your actions (including, without limitation, any loss or
damage which we or our licensees, licensors, assigns and/or successors
may suffer) by doing so. The Content that you create, transmit or
display to us may be publicly available for viewing by other users of
the Service and through or on third party services and web sites with
whom we share such Content. You should only provide Content that you are
comfortable sharing with others under these Terms of Service.
- Intellectual Property.
- You acknowledge and agree that we (or our licensors) own all legal
right, title and interest in and to the Service, including any
intellectual property rights which subsist in the Service (whether those
rights happen to be registered or not, and wherever in the world those
rights may exist) including, without limitation, all rights with respect
to copyrights, patents, trademarks, service marks, moral rights, trade
names, domain names, technology, mask works, know-how, design rights,
trade dress, trade secrets, inventions, ideas, processes, formulas,
source code and object code, data, and similar rights, including without
limitation, the information in any application, registration, or
renewal thereof that may be protected under the intellectual property
laws, regulations, or rules of any country. Without limiting the
foregoing, all data, graphics, icons, images, logos, text, and the
compilation of all content therein, and all service marks, trademarks,
trade names, and trade dress depicted on the Service are owned by us (or
- You agree that you shall not remove, obscure, or alter any proprietary
rights notices (including, without limitation, copyright and trademark
notices) which may be affixed to or contained within the Service.
- You agree that in using the Service, you will not use any trademark,
service mark, trade name, logo of any company or organization in a way
that is likely or intended to cause confusion about the owner or
authorized user of such marks, names or logos.
- Rights you grant to us.
- You retain copyright and any other rights you already hold in Content
which you submit, post or display on or through, the Service.
- By submitting, posting or displaying Content, you give us a worldwide,
perpetual, fully-sublicensable, irrevocable, fully-paid up royalty-free,
and non-exclusive license to reproduce, adapt, modify, translate,
publish, publicly perform, publicly display, distribute and otherwise
exploit any Content which you submit or post on or through the Service
in any manner or media whatsoever, now known or hereafter developed,
including, without limitation, in the advertising, marketing and
publicity and merchandising of the Service.
- You agree that we may use your feedback, suggestions, or ideas in any
way, including in future modifications of the Service, other products or
services, advertising or marketing materials. You grant us a
perpetual, worldwide, fully transferable, sublicensable, irrevocable,
fully-paid up, royalty free license to use the feedback you provide to
us in any way.
- You agree that we are not responsible for protecting and enforcing any
intellectual property rights granted by you to us in connection with
these Terms of Service and that we have no obligation to do so on your
- In connection with Content you submit, post or display via the Service,
you affirm, represent, and warrant that: you own or have the necessary
licenses, rights, consents, and permissions to use and authorize us to
use such Content in the manner contemplated by the Service and these
Terms of Service. You further agree that you will not submit material
that is copyrighted, protected by trade secret or otherwise subject to
third party proprietary rights, including without limitation, privacy
and publicity rights, unless you are the owner of such rights or have
written permission from their rightful owner to post the material and to
grant us all of the license rights granted herein.
- You understand that we may (a) transmit or distribute your Content over
various public networks and in various media; and (b) make such changes
to your Content as are necessary to conform and adapt that Content to
the technical requirements of connecting networks, devices, services or
media. You agree that this license shall permit us to take these
- You represent and warrant to us that you have all the rights, capacity,
power and authority necessary to grant the above license.
- Copyright Agent. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides
recourse for copyright owners who believe that material appearing on the
Internet infringes their rights under U.S. copyright law. If you
believe that your work has been copied and posted on the Service in a
way that constitutes copyright infringement, please provide our
copyright agent with the following information: an electronic or
physical signature of the copyright owner or of the person authorized to
act on behalf of the owner of the copyright interest; a description of
the copyrighted work that you claim has been infringed; a description of
where the material that you claim is infringing is located on the
Service; your address, telephone number, and e-mail address; a written
statement by you that you have a good faith belief that the disputed use
is not authorized by the copyright owner, its agent, or the law; a
statement by you, made under penalty of perjury, that the above
information in your notice is accurate and that you are the copyright
owner or are authorized to act on the copyright owner's behalf. Any
notification by a copyright owner or a person authorized to act on such
copyright owner’s behalf that fails to comply with requirements of the
DMCA shall not be considered sufficient notice and shall not be deemed
to confer upon us actual knowledge of facts or circumstances from which
infringing material or acts are evident. Our copyright agent for notice
of claims of copyright infringement can be reached as follows:
Name: Pablo Gonzalez
Company: Tugg Inc.
Address: 4210 Spicewood Springs Rd, Ste 200, Austin, TX
We suggest that you consult your legal advisor before filing a notice
with our copyright agent. You should note that there can be penalties
for false claims under the DMCA.
This policy explains how we treat your personal information, and how we
protect your privacy when you use the Service. You agree to the use of
- Changes to Terms of Service. We reserve the right to change,
amend and/or modify these Terms of Service, in whole or in part, at any
time with or without notice. You hereby acknowledge and agree that such
changes, amendments and/or modifications will become effective when
posted on the Service or as otherwise provided by us. From time to
time, we may post on the Service or otherwise notify you of additional
or different rules and policies relating to the Service. These rules and
policies shall thereafter be part of these Terms of Service. If you use
the Service after the posting or other notice of changes in these Terms
of Service or changed rules or policies, you are agreeing to follow and
be bound by them for such use.
- NO WARRANTIES. THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND
“AS AVAILABLE” BASIS, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND.
TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, TITLE,
NON-INFRINGEMENT, QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE.
WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THE ACCURACY,
RELIABILITY OR COMPLETENESS OF ANY INFORMATION PROVIDED BY US IN
CONNECTION WITH YOUR USE OF THE SERVICE, OR THAT THE SERVICE, INCLUDING,
WITHOUT LIMITATION, ANY DATA, FILES, AND/OR OTHER INFORMATION STORED ON
A SERVER OWNED OR UNDER OUR CONTROL OR IN ANY WAY CONNECTED WITH THE
SERVICE, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, UNINTERRUPTED,
ERROR-FREE, VIRUS-FREE OR SECURE. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OF CERTAIN DISCLAIMERS OR LIMITATIONS OF WARRANTIES, SO THE
ABOVE EXCLUSION MAY NOT APPLY TO YOU. ANY MATERIAL DOWNLOADED OR
OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN
DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR
DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT
RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH
OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN
THESE TERMS OF SERVICE.
- THIRD PARTY WEB SITES. THE THIRD-PARTY WEB SITES LINKED TO OR
FROM THE SERVICE ARE NOT CONTROLLED BY US. ACCORDINGLY, WE MAKE NO
REPRESENTATIONS OR WARRANTIES REGARDING SUCH THIRD-PARTY WEB SITES AND
WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR USE OF OR
RELIANCE ON SUCH WEB SITES. YOUR USE OF THIRD-PARTY WEB SITES IS AT YOUR
OWN RISK. THE INCLUSION ON THE SERVICE OF A LINK TO A THIRD-PARTY WEB
SITE DOES NOT IMPLY AN ENDORSEMENT BY US.
- DISCLAIMER OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW,
IN NO EVENT SHALL WE, OUR AFFILIATES, LICENSORS, LICENSEES, SUCCESSORS
OR ASSIGNS OR ANY OF OUR OR THEIR DIRECTORS, MEMBERS, MANAGERS,
OFFICERS, EMPLOYEES, AGENTS OR THIRD PARTY LICENSORS, BE LIABLE TO YOU
OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL,
PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES ARISING OUT OF OR RELATING TO
THESE TERMS OF SERVICE AND/OR THE SERVICE PROVIDED HEREUNDER OR ANY
OTHER INTERACTIONS WITH US, INCLUDING WITHOUT LIMITATION, FROM THE
CONTENT, ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE, THE
CANCELATION OR NONPERFORMANCE OF ANY EVENT (EVEN IF WE HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES AND/OR CANCELATION), THE INABILITY
TO USE TICKETS TO AN EVENT OR THE INABILITY TO ATTEND AN EVENT.
MOREOVER, IN NO EVENT SHALL WE OR OUR AFFILIATES, LICENSORS, LICENSEES,
SUCCESSORS OR ASSIGNS OR ANY OF OUR OR THEIR DIRECTORS, MEMBERS,
MANAGERS, OFFICERS, EMPLOYEES, AGENTS OR THIRD PARTY LICENSORS’ TOTAL
LIABILITY TO YOU FOR DAMAGES, LOSSES, LIABILITIES, EXPENSES AND/OR
CLAIMS EXCEED THE PURCHASE PRICE PAID BY YOU FOR PRODUCTS OR SERVICES
THROUGH THE SERVICE RELATED TO YOUR CLAIM FOR DAMAGES DURING THE SIX
MONTHS PRIOR TO YOUR NOTICE TO US OF ANY AND ALL CLAIMS BY YOU. THE
ABOVE LIMITATIONS OF LIABILITY APPLY WHETHER THE ALLEGED LIABILITY IS
BASED ON CONTRACT, NEGLIGENCE, RECKLESSNESS, PROFESSIONAL NEGLIGENCE,
TORT, STRICT LIABILITY OR ANY OTHER BASIS OR LEGAL THEORY. SUCH
LIMITATIONS OF LIABILITY SHALL APPLY WHETHER OR NOT THE DAMAGES ARISE
DIRECTLY OR INDIRECTLY FROM: (i) THE USE OR MISUSE OF, OR RELIANCE UPON,
THE SERVICE PROVIDED HEREUNDER; (ii) THE INABILITY TO USE THE SERVICE
FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, FROM MISTAKES, OMISSIONS,
INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION,
OR ANY FAILURE OF PERFORMANCE NOT LIMITED TO ACTS OF GOD, COMMUNICATION
FAILURE, THEFT, OR DESTRUCTION; (iii) THE INTERRUPTION, SUSPENSION, OR
TERMINATION OF THE SERVICE; (iv) CANCELATION OF AN EVENT OR (v) THE
DELETION AND/OR CORRUPTION OF ANY DATA, INFORMATION, DOCUMENTS, FILES
AND/OR ANY OTHER MATERIALS STORED ON A SERVER OWNED OR UNDER OUR CONTROL
OR IN ANY WAY CONNECTED TO THE SERVICE. SUCH LIMITATIONS ON LIABILITY
SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
- Release and Indemnification. You agree to release, indemnify and
hold harmless us, our affiliates, licensees, licensors, successors and
assigns and any of our and their directors, members, officers,
employees, agents and third party licensors, from and against any and
all liabilities, losses, damages, claims and expenses, including
attorneys’ fees, with respect to (i) your use or misuse of, or reliance
upon, the Service, (ii) your violation of these Terms of Service
(including, without limitation, breach of your representations and
warranties contained herein), any applicable laws or rights of another,
and/or (iii) any Content you make available through the Service. For
the avoidance of doubt, this section shall survive the termination of
these Terms of Service. We may, in our sole and absolute discretion,
control the defense and disposition (including its possible settlement)
of any claim for which you are obligated to indemnify us, at your sole
cost and expense and you will not settle, compromise or in any other
manner dispose of any claim without our prior written consent.
- California Waiver. If you are a California resident, you waive California Civil Code 1542, which says:
"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."
- Term and Termination. These Terms of Service are effective until
terminated by us or you as set forth below. We shall have the right to
terminate these Terms of Service including, without limitation, your
right to access and use the Service, at any time in our sole discretion
and without advance notice to you. The licenses granted herein by us
shall automatically terminate without advance notice if you fail to
comply with any material provision of these Terms of Service. You may
terminate these Terms of Service at any time by deleting your user
account on the Service and discontinuing use of any and all parts of the
Service. Upon termination of these Terms of Service for any reason,
you shall immediately cease using the Service.
- Governing Law and Venue for Disputes. These Terms of Service, and
your relationship with us under these Terms of Service, shall be
governed by the laws of the State of Texas without regard to its
conflict or choice of laws provisions. Any dispute with us, or our
officers, directors, employees, agents or affiliates, arising under or
in relation to these Terms of Service shall be resolved exclusively
through the federal or state courts located in Travis County, Texas (and
courts with appellate jurisdiction therefrom), except with respect to
imminent harm requiring temporary or preliminary injunctive relief in
which case we may seek such relief in any court with jurisdiction over
the parties. You understand that, in return for agreement to this
provision, we are able to offer the Service at the terms designated, and
that your assent to this provision is an indispensable consideration to
these Terms of Service.
You also acknowledge and understand
that, with respect to any dispute with us, our officers, directors,
employees, agents or affiliates, arising out of or relating to your use
of the Service or these Terms of Service:
* YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
* YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A
PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO
PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT
INVOLVING ANY SUCH DISPUTE.
- Severability. If any provision in these Terms of Service is
invalid or unenforceable or contrary to applicable law, such provision
shall be construed, limited, or altered, as necessary, to eliminate the
invalidity or unenforceability or the conflict with applicable law, and
all other provisions of these Terms of Service shall remain in effect.
- No Assignment, Sublicense or Transfer. You may not assign,
sublicense, or transfer these Terms of Service or any rights or
obligations hereunder without our prior written consent. Any such
attempted assignment, sublicense, or transfer will be null and void and
we, in our sole discretion, shall have the right to immediately
terminate these Terms of Service.
- Communications by Us. You agree that we may communicate with you
electronically. Such electronic communications may consist of e-mail,
notices posted on the Service, and other communications. You agree that
all agreements, notices, disclosures, and other communications we send
to you electronically will satisfy any requirement that such
communication be in writing and, to the extent intended, such
communication will be an enforceable and binding term or amendment to
these Terms of Service.
- Entire Agreement. These Terms of Service set forth the entire understanding and agreement between the parties relating to its subject matter. All provisions that should by their nature survive the termination of these Terms of Service shall survive the expiration of these Terms of Service. Any waiver of or promise not to enforce any right under these Terms of Service shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise. NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, AGENT, SALES PERSON, OR OTHER PERSON IS AUTHORIZED BY US TO MODIFY THESE TERMS OF SERVICE OR TO MAKE ANY WARRANTY, REPRESENTATION, OR PROMISE THAT IS DIFFERENT THAN OR IN ADDITION TO THE WARRANTIES, REPRESENTATIONS, OR PROMISES EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE.