Terms of Service
Effective Date: 06/28/22
YOUR AFFIRMATIVE ACT OF USING AND/OR REGISTERING OR USING WITH THE SITES AND ACCEPTING THE TERMS OF SERVICE SIGNIFIES THAT YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, YOU MAY NOT USE AND/OR REGISTER WITH THE SITES.
IMPORTANT NOTICE REGARDING ARBITRATION: Please note the arbitration provision set forth below, which, with limited exceptions, requires you to arbitrate any claims you may have against us on an individual basis. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.
You understand and agree that the Sites are provided to you on an AS IS and AS AVAILABLE basis. We disclaim all responsibility and liability for the availability, timeliness, security or reliability of the Sites, the accuracy of any opinion or information contained on the Sites, or the availability and reliability of any software on the Sites. The opinions expressed on the Sites are not necessarily the opinions of Tixologi or its employees and may or may not be totally accurate. The content provided through the Sites is for educational and informational purposes only. The Sites are not intended to provide tax, legal, accounting, financial, event production, blockchain, or any other form of professional advice. Further, unless otherwise expressly stated by Tixologi, the display of any content does not in any way imply, suggest or constitute an endorsement by us of such content, or any sponsorship or affiliation of or by us.
Certain areas, features, or functionality of the Sites may be subject to different or additional terms, rules, guidelines or policies (“Additional Terms”), and we may provide such additional rules to you via postings, pop-up notices, links, or any other means, or otherwise in the manner required by applicable law, at the time that you access or use the relevant area, feature or functionality. From time to time, such additional rules may conflict with these Terms. In the event of such a conflict, the Additional Terms will control. Any reference to the “Terms” in this agreement includes the Additional Terms.
- Ownership of the Sites
The Sites contain copyrighted material, trademarks and other proprietary information, including event details, videos, comments, articles, information, catalogs, brochures, data, text, software, and photos (“Content”). This Content is subject to copyrights and/or other intellectual property or proprietary rights owned by Tixologi and other individuals or entities and is protected by United States and international intellectual property laws. You may not copy, reproduce, republish, download, post, broadcast, record, transmit, commercially exploit, edit, communicate to the public or distribute in any way the content of the Sites or our materials provided or displayed at an Event, other than for Your own personal use. Subject to the above, you may download insubstantial excerpts of the Sites’ content to your hard drive for the purpose of viewing it provided that no more than one copy of any information is made. Any use other than that permitted under this clause may only be undertaken with our prior express authorization.
- Use of Tixologi Content & Services
You may not either directly or through use of any device, software, internet site, web-based service, or other means, modify, publish, transmit, stream, upload, display, participate in the transfer or sale of, create derivative works of, or in any way exploit the Content of these Sites or any portion of such Content except as expressly provided herein. You may not use any data mining, robots, or similar data gathering and extraction tools on the Content, frame any portion of the Sites or Content, or reproduce, reprint, copy, store, publicly display, broadcast, stream, transmit, modify, translate, port, publish, sublicense, assign, transfer, sell, loan, or otherwise distribute the Content without our prior written consent. You may not circumvent any mechanisms included in the Content for preventing the unauthorized reproduction or distribution of the Content. You may not introduce viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; or damage, disable, overburden, impair, or gain unauthorized access to the Sites, including Tixologi’s servers, computer network, or user accounts.
Any use of the Content not expressly permitted by these Terms is a breach of these Terms and may violate U.S. or international copyright, trademark, and/or other laws. If you violate these Terms, your permission to use the Content automatically terminates.
Tixologi is not the creator, organizer or owner of the events listed on the Sites or created or accessed through Products. Tixologi provides access to its Sites and Products, subject to the Terms, which allow event producers (“Producer”) to manage ticketing and registration and promote their events. The Producer is solely responsible for ensuring that any page displaying an event on the Sites or through the Products (and the event itself) meet all applicable local, state, provincial, national and other laws, rules and regulations, and that the goods and services described on the event page are delivered as described and in an accurate satisfactory manner. End-users or consumers (“Consumers”) must use whatever payment processing method the Producer selects. If the Producer selects a payment processing method that uses a third party to process the payment, then neither Tixologi nor any of its payment processing partners processes the transaction but we transmit the Consumer’s payment details to the Producer’s designated payment provider. If a Producer uses our payment Product (which may be subject to Additional Terms), Tixologi also acts as the Producer’s limited agent solely for the purpose of using our third party payment service providers to collect payments made by Consumers on the Sites or through the Products and passing such payments to the Producer.
If you upload information or Content onto the Site or while using the Product, you represent and warrant that the any such Content: (a) is owned by you or you control all necessary rights to it; (b) does not violate, misappropriate or infringe on the rights of any third party including intellectual property rights, privacy rights or publicity rights; (c) is accurate, not obscene, false, libelous or defamatory; and (d) will not cause injury to any person, entity or system. You will indemnify us for any and all claims resulting from your Content. We have the right but not the obligation to monitor, edit or remove your Content. The Content is non-confidential and we will not be liable for its use or disclosure.
- Trademark Rights
The names, trademarks, service marks, and logos of Tixologi belong exclusively to Tixologi and are protected from reproduction, imitation, dilution or confusing or misleading uses under national and international trademark and other intellectual property laws. All other trademarks, service marks, and logos (including third-party product names) are the property of their respective owners. The use or misuse of these trademarks is expressly prohibited and nothing stated or implied on the Sites confers on you any license or right under any trademark of Tixologi or any third party.
- Products, Billing, and Cancellation
A. Product. Many aspects of the Sites and the products and services offered thereon require payment before they can be accessed or used (“Product”). While Product options will vary from time to time, they will require you to pay a certain amounts associated with your use of or access to the Products, and such amounts may be charged on a monthly, bi-annual, or annual basis, or at some other recurring interval disclosed to you prior to purchase (the “Subscription Period”).
Your Product use will typically be subject to Additional Terms presented to you prior to purchase and the creation of an account. Importantly, Products typically will not provide access to all services owned and operated by Tixologi. By way of example, a Product offer presented on the Tixologi website usually will not entail access to Tixologi, Tixologist or The Vault content or services. Please carefully review the terms of the applicable offer before registering for a Product. We may change the price or availability of Products from time to time, but we will communicate any price changes to you in advance in the manner required by applicable law (if any) and, if applicable, we will tell you how to accept those changes. Price changes for Products will take effect at the start of the next Subscription Period.
By registering for a Product, you authorize us to access your wallet or charge your credit card or other account that you have designated, on a recurring basis, for the applicable subscription fee at the then current rate plus applicable tax. All fees are charged in US Dollars (USD).
B. Auto-Renewal and Cancellation. Any fees or royalties associated a Product will be billed at the beginning of your Subscription Period or expiration of your free trial period, if any. Products automatically renew until they are cancelled as described below. This means that, after your initial Subscription Period, and again after any subsequent Subscription Periods, you will automatically be billed for an additional period of the same length. For example, if you select a monthly subscription, you will be billed for an additional month at the beginning of the next month, and then for each month after that, until you cancel your subscription.
You may cancel your subscription at any time by logging into your account on the Sites or contacting us at firstname.lastname@example.org. You have the right to cancel your subscription without fee or penalty at any time. If you cancel your subscription, cancellation will be effective at the end of the current Subscription Period. After cancellation, you will have continued access to the applicable content and/or services for the remainder of the current Subscription Period, but you will not receive any refund, unless otherwise stated at the time of cancellation. Please note that the provision of a full or partial refund in one instance will not entitle you or any person to a full or partial refund under similar circumstances or for any reason not specifically agreed to by Tixologi. For more information, please see our Refund Policy, which is subject to change.
C. Free Trials. On certain occasions, Tixologi may offer free trials of its paid services. If we offer you a free trial, the specific terms of the free trial will be stated on the relevant portion of the Sites or the marketing material describing the free trial. If you do not cancel your free trial within the trial period set out in the terms of the free trial, it will automatically convert to the Product associated with the free trial of the paid service. This means that we will charge your payment card for the applicable subscription fee once your free trial period ends and we will continue charging you for each recurring Subscription Period until you cancel the subscription. You may cancel your subscription at anytime by logging into your account or contacting us at email@example.com. The free trial offer terms will present the details of the free trial and the Product that will result absent cancellation.
D. Promotions and Gift Cards. On certain occasions, you may acquire Product or be offered access to the Sites and/or the Content by an agreement between Tixologi and a third-party, such as Producer or a third-party venue. In such cases, separate terms and conditions with such third party may apply to your use of the Sites in addition to these Terms.
- Other Transactions
Certain areas of the Sites may permit users to purchase products or services on a non-subscription basis, including physical merchandise. By using the Sites, you agree to provide current, complete and accurate purchase information for all purchases made on the Sites. You further agree to promptly update your account and other information, including your email address, wallet information, and credit card numbers and expiration dates, as applicable, so that we can complete your transactions and contact you as needed.
Tixologi reserves the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same wallet address, the same credit card, and/or orders that use the same billing and/or shipping address. If we make a change to or cancel an order, we will notify you by contacting the email and/or billing phone number provided at the time the order was made, stating the relevant reasons.
Certain products or services displayed on the Sites may have limited quantities and may not always be available. Purchase of our products for resale purposes is not authorized. We reserve the right to limit or prohibit orders that, in our reasonable judgment, appear to be placed by unauthorized dealers, resellers, or distributors, and to cease doing business with any such customers, with no further notice.
We strive to display the colors and other features of our products that appear on the Sites as accurately as possible, but we cannot guarantee that your computer monitor’s display of any of colors or other features will always be accurate.
More generally, we do not warrant that the quality of any products purchased or obtained by you will meet your expectations. If a Product offered on the Sites is not as described or pictured, or otherwise does not meet your expectations, your sole remedy is to seek to return the product under the terms of the applicable return or refund policy, if any. All decisions related to returns will be made by Tixologi, in its sole discretion. Some jurisdictions do not allow the exclusion of certain warranties.
- Product and Service Descriptions, Availability, and Pricing
Tixologi strives to be as accurate as possible and eliminate errors on the Sites and within Products. However, there may be information on the Sites or Products that contains typographical errors, inaccuracies or omissions that may relate to product or service descriptions, pricing, promotions, offers, and availability. The prices displayed on the Sites are quoted in USD or a separately identified currency and are subject to change without notice insofar as permitted under applicable law. To the extent permitted by applicable law, we reserve the right to correct any errors, inaccuracies or omissions and to change or update information if any information on the Sites is inaccurate at any time without prior notice.
- License Grant for Your Content & Feedback
If you make any submission to or communications on the Sites or via a Product, you automatically grant, or warrant that you and/or the owner of such content has expressly granted Tixologi, a royalty-free, perpetual, irrevocable, worldwide, unlimited, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the communication or content in any media or medium, or any form, format, or forum now known or hereafter developed. Tixlogi may sublicense its rights through multiple tiers of sublicenses.
You agree that Tixlogi shall have the right, but not the obligation, to monitor the content of the Sites to determine compliance with these Terms. Tixlogi shall have the right, where permitted by applicable law in its sole discretion, to edit, move, delete, or refuse to post any material shared by users of the Sites or Products for any reason, including violation of these Terms, whether for legal or other reasons. Notwithstanding this right of ours, users shall remain solely responsible for the content that they share on or through the Sites or Products. Further, you acknowledge that, once published, we cannot always remove your content.
Communications and content submitted on or through the Sites or Products shall not be deemed confidential and Tixlogi shall not have any obligation to keep any such material confidential. Tixlogi shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever including, but not limited to, developing, manufacturing, and marketing products incorporating such information.
You agree that submission of any ideas, suggestions, documents, and/or proposals to Tixologi through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Sites or Products.
- Age Limitation
The Sites and Products are not intended for use by persons under the age of 13, or under the age of 18 for EU visitors. Tixlogi does not knowingly collect information from visitors under the age of 13, or 18 in the EU, and in the event that we learn that a person under the age of 13, or 18 for the EU, has provided Tixlogi with personal information, we will delete such personal information. If you are 13 years of age or older but under the age of majority in your jurisdiction of residence, you may only use the Sites with the permission and involvement of a parent or legal guardian who has agreed to these Terms.
- User Conduct
By using the Sites, you agree to not use the Sites or Products in any manner that:
- Is designed to interrupt, destroy or limit the functionality of, any computer software or hardware or telecommunications equipment (including by means of software viruses or any other computer code, files or programs);
- Interferes with or disrupts the Sites, services connected to the Sites, or otherwise interferes with operations or services of the Sites in any way;
- Infringes any copyright, trademark, trade secret, patent or other right of any party, or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person);
- Consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- Causes Tixlogi to lose (in whole or in part) the services of our Internet service providers or other suppliers;
- Links to materials or other content, directly or indirectly, to which you do not have a right to link;
- Is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, as determined by Tixlogi in our sole discretion;
- Copies, modifies, creates a derivative work of, reverse engineers, decompiles or otherwise attempts to extract the source code of the software underlying the Sites or any portion thereof or otherwise exploit the services or any software or content therein, except as expressly permitted by us or as permitted under applicable law;
- Violates, or encourages to violate, any applicable local, state, national, or international law, regulation, or order.
Further, you agree not to sell, trade, or transfer a membership account to another person, nor accept or use an account that did not originally belong to You. If an account violates these Terms, the account will be terminated immediately. Your participation is based upon the assumption that all information you provide regarding yourself is truthful and accurate. Misleading or false information is sufficient reason for us to terminate your account. You represent that you have the proper authorization to submit all content that you submit to the Sites or through the use of Products. You will be entirely responsible for each individual item of content that you post on the Sites, and, as between you and us, you retain ownership and any intellectual property rights in the content you post. You agree to grant us a non-exclusive, royalty-free, fully paid, fully sub-licensable, worldwide license to use, reproduce, distribute, publicly display, publicly perform, modify, make, have made, sell, offer for sale, import and otherwise exploit the content in all media now known and later developed, and to allow others to do the same. While we do our best to monitor the content of the Sites, you understand and agree that you may encounter material with which you disagree or find objectionable, and that you use the Sites or Products with this understanding and acceptance, and do not hold us liable. We do not endorse, support, or ensure the accuracy, truthfulness, or reliability of any content posted in the Sites, forum or elsewhere, nor do we endorse opinions expressed in the forum or elsewhere. Use of the Tixologi name and/or logo for any purpose, event or promotion without our written express consent is prohibited and may result in the termination of user’s account on the Sites and access to future events.
- Disclaimer of Warranties
THE SITES AND THE CONTENT ON THE SITES ARE PROVIDED “AS IS.” TIXLOGI MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE SITES OR THE CONTENT OR COMMUNICATIONS ON THE SITES, OR ANY PRODUCT, WEBSITE, OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE SITES, TO THE EXTENT PERMITTED BY LAW. TIXLOGI DISCLAIMS IMPLIED WARRANTIES THAT THE SITES AND ALL SOFTWARE, CONTENT, SERVICES, AND INFORMATION DISTRIBUTED THROUGH THE SITES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TIXLOGI OR A REPRESENTATIVE SHALL CREATE A WARRANTY.
WE DO NOT GUARANTEE THAT THE SITES OR PRODUCTS WILL MEET YOUR REQUIREMENTS, OR THAT THEY ARE ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE PRODUCTS OR SERVICES THAT MAY BE OBTAINED FROM THE USE OF THE SITES, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, AND ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT ALL TIMES OR LOCATIONS OF YOUR CHOOSING.
FURTHER, TIXLOGI DOES NOT ENDORSE AND MAKES NO WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF ANY OPINION, INFORMATION, ADVICE OR STATEMENT ON THE SITES. UNDER NO CIRCUMSTANCES WILL TIXLOGI BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT ON THE SITES OR PRODUCT MADE AVAILABLE THROUGH THE SITES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITES. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT ON THE SITES OR PRODUCTS.
FROM TIME TO TIME, TIXOLOGI MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT TIXOLOGI’s SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
- Limitation of Liability
In no event shall Tixologi, its officers, employees, directors, parents, subsidiaries, affiliates, partners, sponsors, advertisers, agents or licensors, or any third parties, including producers or users, mentioned on the Sites be liable for any damages (including, without limitation, incidental, special, exemplary, consequential or other indirect damages, personal injury/wrongful death, lost profits, loss of revenues, lost registration fees, goodwill, use, lost real estate opportunities, intangible losses, or damages resulting from lost data or business interruption) resulting from or arising out of the use or inability to use the Sites, the Content, the Product(s), any communications of the Sites, or any participation in or attendance at an event or affiliated activity whether based on warranty, contract, tort (including negligence and strict liability), warranty, statute, or any other legal theory, and even if such parties were advised of, knew of or should have known of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy. Tixologi is not liable for any personal injury, including death, caused by your use or misuse of the Sites, Products, or Content. You are solely responsible for all of your communications and interactions with users, producers, individuals, and entities associated with Products and Sites. Tixologi does not and will not make any attempt to verify the statements, event details, or listings via the Products or Sites.
Without limiting the foregoing, we do not accept any liability for damage to your computer system or loss of data that results from your use of the Sites, Content, or Products, and we cannot guarantee that any files that you download are free from viruses, contamination or destructive features. While we use all reasonable endeavours to correct any errors or omissions as soon as practicable once they have been brought to our attention, we do not warrant that the information on the Sites itself will be free from errors or omissions. We do not warrant that the Sites will be available uninterrupted and in a fully operating condition. In addition, when using the Sites, information will be transmitted over a medium which is beyond the control and jurisdiction of Tixologi, its partners, advertisers, and sponsors or any other third party mentioned on the Sites. Accordingly, Tixologi assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Sites. By use of the Sites and Products, you acknowledge and agree that Tixologi is not liable, and you agree not to seek to hold Tixologi liable, for third parties’ conduct, including operators of external site, event producers, event attendees, and the risk of injury or loss from such third parties rests solely and entirely with you.
Access to the Sites may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons reasonably beyond our control. All content and services on the Sites are provided on an ‘as is’ and ‘as available’ basis. We do not make any representation or give any warranty, and hereby disclaim all express or implied warranties, in respect of the Sites or its content, including, without limitation, any advice given (on a personal or general basis) and statements made by advertisers on or via the Sites, including without limitation the implied warranties of non-infringement, merchantability, data accuracy, fitness for a particular purpose and quiet enjoyment. Any decisions or action taken by you on the basis of information provided on or via the Sites are at your sole discretion and risk and You should obtain individual professional advice where necessary.
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OTHER DISPUTE WITH TIXLOGI IS TO DISCONTINUE YOUR USE OF THE SITES OR ANY SERVICE OFFERED BY TIXLOGI. IN NO EVENT SHALL OUR LIABILITY, OR THE LIABILITY OF OUR AFFILIATES AND SUBSIDIARIES FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE SITES EXCEED THE TOTAL AMOUNT OF FEES THAT YOU PAID US DURING A ONE-YEAR PERIOD FOR THE SPECIFIC SERVICE AT ISSUE.
- Passwords and Account Creation
To access certain portions of the Sites or Products, you must create an account. You agree to provide truthful and accurate information during the account creation process. You also agree to maintain the accuracy of any submitted data. If you provide any information that is untrue, inaccurate, or incomplete, we reserve the right to terminate your account and suspend your use of any and all of the Sites or Products.
Users agree that they are responsible for all acts or omissions that occur on their account while their password is being used. Tixologi reserves the right to access and disclose in accordance with applicable law any information, including, without limitation, user names of accounts and other information, to comply with applicable laws and lawful government requests.
You agree to defend (at Tixologi’s option), indemnify, and hold Tixologi harmless from and against any and all liabilities, claims, damages, costs, and expenses, including attorneys’ fees and costs, arising from or related to your misuse of the Sites or Products or any breach by you of these Terms. We reserve the right, at our expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with us if and as requested by us in the defense and settlement of such matter.
- Links to External Sites
The Sites may contain links to other websites. We do not control and are not responsible for the content or availability of these external sites nor do we endorse the activities or services provided by these websites. Insofar as permitted by applicable law, under no circumstances shall we be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to a user in connection with the use of or reliance on any content, goods or services available on such external websites. Accessing third-party websites from our Sites is done entirely at your own risk.
- Dispute Resolution
By using the Sites, you and Tixologi agree that, if there is any controversy, claim, action, or dispute arising out of or related to your use of the Sites or the breach, enforcement, interpretation, or validity of these Terms or any part of them (“Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party thirty (30) days in which to respond to or settle the Dispute. Notice shall be sent to:
- Us, at Tixlogi Inc. 57 Adams Hill Rd. Gloucester, MA 01930
- You, at the physical or email address we have on file for you.
Both you and Tixologi agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party.
IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT TO HAVE A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, COLLECTIVE OR REPRESENTATIVE CAPACITY. Other rights that you and we would otherwise have in court will not be available or will be more limited in arbitration, including discovery and appeal rights.
All such Disputes shall be exclusively submitted to Judicial Arbitration and Mediation Services (JAMS) (www.jamsadr.com) for binding arbitration under its rules then in effect (as modified by this agreement to arbitrate), before one arbitrator to be mutually agreed upon by both parties. The arbitration shall be conducted in accordance with the JAMS Consumer Arbitration Minimum Standards (https://www.jamsadr.com/consumer-minimum-standards/) if it is determined by JAMS or the arbitrator that these standards are applicable to the Dispute. The location of any hearings will be determined by the applicable JAMS rules, provided that if the claim is for $10,000 or less, you may choose to have the arbitration conducted (1) solely on the basis of the documents submitted to the arbitrator or (2) through a non-appearance based hearing by teleconference or videoconference.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Dispute arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms are void or voidable. For the avoidance of doubt, you and Tixologi agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of this agreement to arbitrate or the arbitrability of any claim or counterclaim. The arbitrator may award (on an individual basis) any relief that would be available in a court. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
Notwithstanding the foregoing, in lieu of arbitration either you or Tixologi may (1) bring an individual claim in small claims court in the United States consistent with any applicable jurisdictional and monetary limits that may apply and (2) file an individual claim in court to enjoin the infringement or other misuse of its intellectual property rights, provided that any such claim is brought and maintained on an individual basis.
- Choice of Law
You agree that the laws of the United States and the Commonwealth of Massachusetts govern these Terms and any claim or dispute that you may have against us, without regard to Massachusetts or any other jurisdiction’s conflict of laws rules.
This does not deprive consumers of the protection afforded to them by provisions that cannot be derogated from by agreement by virtue of the law which, in the absence of a choice of law, would have been applicable (e.g., consumer laws of the consumer’s state of habitual residence). Thus, you will benefit from any mandatory provisions of the law of your local jurisdiction, and nothing in these Terms affects your rights as a consumer to rely on such mandatory provisions of local law.
The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C., Sec. 1-16).
- Choice of Forum
Except for disputes or claims properly lodged in a small claims court in the United States, any disputes or claims not subject to the arbitration provision discussed above shall be resolved by a court located in California and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. You further agree that any such claims will be brought and maintained solely on an individual basis and not as part of any class, consolidated, collective or representative capacity, and that you waive your right to a jury trial with respect to any such action.
- Modification & Termination
We reserve the right to modify these Terms at any time. When we do so, we will update the “Effective Date” above and/or provide notice to users by any other means we deem reasonable, in our sole discretion. By continuing to use the Sites or Products, or any portion thereof, after we post any such changes, you accept these Terms, as modified. Any changes to the Terms will only apply to orders placed on or after the effective date of the updated Terms. In this respect, the version of the Terms in force and made available at the time of the order shall prevail.
We may change, restrict access to, suspend or discontinue the Sites or Products, or any portion of the Sites or Products, at any time and at our sole discretion.
We shall have the right to immediately terminate these Terms and your use of the Sites or Products at any time and for any reason, including if we consider your use of the Sites or Products to be unacceptable, or in the event of any breach by you of these Terms.
The provisions of Sections 1, 2, 3, 4, 7, 10, 11, 13, 16, 17, 18, 19, and 20 shall survive termination of these Terms, as well as (insofar as permitted by applicable law) any other sections of these Terms that, either explicitly or by their nature, must remain in effect even after termination of these Terms.
A. Mobile Applications and Device Terms. If you are accessing the Site or Products through a mobile application (“App”), the following additional terms apply:
I. Tixologi grants you the right to use the App only for your personal use. You must comply with all applicable laws and third party terms of agreement when using the App (e.g. your wireless data service agreement). The App may not contain the same functionality available on the applicable Tixologi website.
ii. Tixologi owns, or is the licensee to, all right, title, and interest in and to its Apps, including all rights under patent, copyright, trade secret, trademark, or unfair competition law, and any and all other proprietary rights, including all applications, renewals, extensions, and restorations thereof. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse-engineer, disassemble, or otherwise attempt to derive source code from any App and you will not remove, obscure, or alter Tixologi’s copyright notice, trademarks or other proprietary rights notices affixed to, contained within, or accessed in conjunction with or by the App.
iii. The App or its underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) Burma (Myanmar), Cuba, Iraq, Iran, Libya, North Korea, Sudan, Syria, or any other country subject to United States embargo; (b) to anyone on the US Treasury Department’s list of Specially Designated Nationals or on the US Commerce Department’s Denied Party or Entity List; and (c) to any prohibited country, person, end-user, or entity specified by US Export Laws. When using the App, you are responsible for complying with trade regulations and both foreign and domestic laws (e.g., you are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a “terrorist supporting” country, and you are not listed on any US Government list of prohibited or restricted parties).
B. No waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to a subsequent or similar breach or breaches. If Tixologi does not exercise or enforce any legal right or remedy which is contained in these Terms (or which Tixologi has the benefit of under any applicable law or regulation), such action or inaction shall not be taken to be a formal waiver of Tixologi’s rights, and all such rights or remedies shall still be available to Tixologi.
C. Severability. If any provision of these Terms is held to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
D. Entire Agreement. These Terms, including any Additional Terms, set forth the entire understanding and agreement between us with respect to your use of the Sites.
E. Assignment. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms without restriction.
F. No Relationship. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Tixologi.
Notice to California Residents. You may reach Tixologi at the contact information provided below. California residents may also reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
- Contacting Tixologi
If you have any questions about these Terms, please contact us at the following address:
57 Adams Hill Rd.
Gloucester, MA 01930