Last Updated: November 7th, 2019
This Agreement is between you and 23/7 Global Inc. (“we” or “us“) concerning your use of the site or mobile software application through which you are accessing this Agreement (together with any materials and services available therein, and any successor site(s) or mobile application(s), the “Site”). This Agreement hereby incorporates by this reference any additional terms and conditions posted by us through the Site or otherwise made available to you by us.
PLEASE NOTE: The Site may include or be used in connection with certain Third Party Applications (as defined in Section 18 below). Your access to or use of such Third Party Applications may be governed by additional terms and conditions that are not set forth in this Agreement and that are made available by the particular providers of such Third Party Applications.
By using the Site, you affirm that you are of legal age to enter into this Agreement or, if you are not, that you have obtained parental or guardian consent to enter into this Agreement.
This Agreement contains a mandatory arbitration provision that, as further set forth in Section 25 below, requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or any other court proceedings, or class actions of any kind.
1. Changes. We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Site. You can determine when we last changed this Agreement by referring to the “LAST UPDATED” legend above. Any changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporated such changes, or otherwise notified you of such changes. Your use of the Site following changes to this Agreement will constitute your acceptance of such changes. We may, at any time and without liability, modify or discontinue all or part of the Site, including any features or functionality thereof (e.g., any fan club feature); charge, modify or waive fees required to use the Site; or offer opportunities to some or all Site users.
2. Important Note to New Jersey Consumers. If you are a consumer residing in New Jersey, the following provisions of this Agreement do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (a) the disclaimer of liability for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind (for example, to the extent unenforceable under the New Jersey Punitive Damages Act, New Jersey Products Liability Act, New Jersey Uniform Commercial Code and New Jersey Consumer Fraud Act); (b) the limitation on liability for lost profits or loss or misuse of any data (for example, to the extent unenforceable under the New Jersey Identity Theft Protection Act and New Jersey Consumer Fraud Act); (c) application of the limitations of liability to the recovery of damages that arise under contract and tort, including negligence, strict liability or any other theory (for example, to the extent such damages are recoverable by a consumer under New Jersey law, including the New Jersey Products Liability Act); (d) the requirement that you indemnify us (for example, to the extent the scope of such indemnity is prohibited under New Jersey law); and (e) the New York governing law provision (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).
3. Jurisdiction. The Site is controlled and/or operated from the United States, and is not intended to subject us to non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some jurisdictions outside of the United States. Any use of the Site is at your own risk, and you are responsible for complying with all applicable laws, rules and regulations in doing so. We may limit the Site’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
5. Rules of Conduct. In using the Site, you agree to comply with applicable law, respect the rights of others and avoid objectionable, defamatory or disruptive behavior. In addition, you will not:
Post, transmit, or otherwise make available, through or in connection with the Site:
Anything that is or may be (a) threatening, harassing, degrading, hateful or intimidating; (b) defamatory or libelous; (c) fraudulent or tortious; (d) obscene, indecent, pornographic or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express prior consent of the owner of such right.
Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; that promotes gambling; or that encourages or provides instructional information about illegal activities or activities such as “hacking,” “cracking” or “phreaking”.
Any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
Any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letter,” “pyramid scheme” or investment opportunity, or any other form of solicitation.
Any material non-public information about a company without the proper authorization to do so.
Use the Site for any fraudulent or unlawful purpose.
Harvest or collect information about other users of the Site.
Impersonate any person or entity, including any of our (or our affiliates’) representatives; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that we endorse any statement or posting you make.
Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available, including by hacking or defacing any portion of the Site; or violate any requirements, procedures, policies or regulations of such networks.
Restrict or inhibit any other person from using the Site.
Use the Site to advertise or offer to sell or buy any goods or services without our express prior written consent.
Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site.
Except as expressly permitted by applicable law, modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Site.
Remove any copyright, trademark or other proprietary rights notice from the Site or materials originating from the Site.
Frame or mirror any part of the Site without our express prior written consent.
Create a database by systematically downloading and storing all or any Site content.
Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site, without our express prior, written consent.
Use any passcode or password, regardless of whether or not such passcode or password is unique, to participate in a presale or other offer on the Site if you are not the original recipient of such passcode or password (i.e., if you did not receive the passcode or password directly from us or from the fan club or other organization with whom we are working to enable such presale or offer) or if your participation in such presale or other offer is inconsistent with such presale’s or offer’s terms.
We may terminate your use of the Site and/or your fan club membership for any on-line or offline conduct that we consider to be inappropriate, or for your breach of this Agreement, including the Rules of Conduct (including, without limitation, if you repeatedly engage in copyright infringement via or in connection with the Site). In addition, we may cancel any and all orders that we believe have been made in violation of this Agreement or through otherwise fraudulent means.
You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Site.
6. Registration. You may need to register to use certain parts of the Site, including certain fan club-related functionality. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password, and any coupon codes that you may receive, are for your personal use only and should be kept confidential; you are responsible for any use or misuse of your user name and password, and you agree to promptly notify us of any confidentiality breach or unauthorized use of your user name and password, or your Site account. We, in our sole discretion, have the right to refuse to allow you to register for the Site or a membership or a subscription to the Site.
7. Submissions. The Site may contain areas where you can post information and materials, including, without limitation, text, images, photographs, graphics, music, videos, audiovisual works, data, files, links and other materials (each, a “Submission“). We are not responsible for any use or misuse (including any distribution) by any third party of a Submission. If you choose to make any of your personal or other information publicly available through the Site, you do so at your own risk.
8. License. For purposes of clarity, you retain ownership of your Submissions. For each Submission, you hereby grant to us and our affiliates (collectively, our “Affiliates”) and Artists (as defined below) a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable, and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, transmit, communicate to the public, perform and display (publicly or otherwise), edit, modify, adapt, create derivative works from and otherwise use such Submission, in any format or media now known or hereafter developed and for any purpose (including promotional purposes, such as testimonials, for us, our affiliates or Artists).
In addition, if you provide to us any ideas, proposals, suggestions or other material (“Feedback”), whether related to the Site or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential and that your provision of such Feedback is gratuitous, unsolicited and without restriction and does not place us under any fiduciary or other obligation.
You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submissions, and your provision thereof through and in connection with the Site, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.
9. Monitoring. We may, but have no obligation to, monitor, evaluate, alter or remove Submissions before or after they appear on the Site, or analyze your access to or use of the Site. We may disclose information regarding your access to and use of the Site, and the circumstances surrounding such access and use, to anyone for any reason or purpose.
Pricing and Availability. We offer a ticketing service to sell tickets on behalf of our Affiliates and Artists. We do not represent any of these Affiliates or Artists. We may on occasion set ticket prices or determine seating locations. Tickets to an event may be sold through various sources, including other online ticketing agencies, charge-by-phone, ticket outlets and box offices. Not all distribution points necessarily access the same ticketing system, and ticket inventory for popular events may sell out quickly. Occasionally, additional tickets may become available prior to an event, however, we do not control this inventory or its availability for sale through this Site. All shows, dates, and performing artists as well as venue locations and seat locations, are subject to change.
Additional Fees. Tickets purchased through this Site are subject to additional fees, including but not limited to: a per ticket service charge, a per order handling charge, shipping fees and applicable taxes.
On Sale Dates. From time to time, we may advertise upcoming events and the date on which tickets are expected to become available for purchase. These “on sale” dates are tentative and subject to change at any time by the Affiliate or Artist arranging ticketing for the event.
Forms of Payment. As a convenience to users, we accept various payment methods for purchases made through this Site. Please see Section 11 of this Agreement for further terms governing any Transactions (as defined in Section 11 below) made through this Site.
Number of Tickets per Customer. When purchasing tickets on this Site, an individual purchaser or household may be limited to a specified number of tickets for each event. This limitation and the terms thereof are included on the event page and are verified with every transaction. This policy is in effect to discourage unfair ticket buying practices.
SCALPING/BROKER POLICY. We sell tickets that are intended for the use of fan club members only. Tickets made available through this Site are intended only for fans that are actually planning on attending the shows or events requested. It is strictly prohibited to resell any tickets obtained through this Site for more than the purchase price. If you are found to be reselling, trading or brokering tickets that you purchased through this Site for profit, we may, at our sole discretion, cancel your ticket order and all other pending orders in your name. This cancellation will result in a refund of the total price for the tickets minus a $10.00 per ticket processing fee and any shipping fees that have been incurred with respect to such order(s). We reserve the right to investigate all orders suspected to be in violation of this policy, and you agree to cooperate with any such investigation.
11. Products. All rights in any products available through the Site, such as tickets, merchandise, fan club memberships, music, ring tones, ring back tones, SMS tones, images (e.g., screen savers), video, artwork, text, software and other copyrightable materials (collectively, the “Products“) are owned by us, our Affiliates and/or our (or their) licensors (including Artists). If a separate agreement provided by us or an Affiliate governs a particular Transaction or Product, or your use of a particular Product, and the terms of such separate agreement conflict with the terms of this Agreement, the terms of such separate agreement will govern such transaction or use. Subject to your compliance with the terms and conditions of this Agreement and any other applicable terms and conditions imposed by us, our Affiliates and/or our licensors, you have a limited right to use those Products that you purchase or access through the Site solely for your personal, noncommercial use in accordance with the terms and conditions of this Agreement and any other terms and conditions that may apply to such Products, which right you cannot sublicense to others. Any burning or exporting capabilities, if any, of any Product shall not constitute a grant or waiver of any of our rights or those of any copyright or other rights owners in such Product, any other Product or any content, sound recording, underlying musical composition, artwork or other copyrightable matter embodied in or associated with such Product or any other Product. You understand that the Site and the Products may include and/or rely on a security framework using technology that protects digital information and imposes usage rules established by us, our Affiliates and our (or their) licensors, and you hereby agree to abide by such usage rules, including those set forth below. Unless we expressly provide otherwise, all Transactions, all Products and your use of such Products are subject to this Agreement.
12. Purchases. If you wish to purchase any Products made available through the Site (each such purchase, a “Transaction“), you may be asked to supply certain information, such as your credit card number or other payment account number (for example, your wireless account number), your billing address, and your shipping information. BY INITIATING A TRANSACTION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE THE PAYMENT MEANS SELECTED BY YOU. By submitting such information, you grant us the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction. By making a Transaction, you represent that the applicable Products will be used only in a lawful manner.
Descriptions and images of, and references to, Products on the Site do not imply our endorsement of such Products. Except to the extent prohibited by applicable law, we reserve the right, with or without prior notice, to change such descriptions, images, and references; to limit the available quantity of any Product; to honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; to bar any user from making any or all Transaction(s); and/or to refuse to provide any user with any Product. Price and availability of any Product offered through the Site are subject to change without notice. In the event that a Product is listed at an incorrect price or with other incorrect information, we have the right to refuse or cancel any Transaction for such Product. You shall pay all charges that may be incurred by you or on your behalf through the Site, at the price(s) in effect when such charges are incurred, including without limitation all shipping and handling charges, and any applicable network, data or other charges in respect of mobile downloads. In addition, you are responsible for any taxes (including, if applicable, VAT and/or any import duties) that may be applicable to your Transaction(s).
All orders placed through the Site are subject to our acceptance. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept or decline it, for any or no reason and without liability to you or anyone else.
Except to the extent applicable law provides otherwise, all sales through the Site are final, and all charges from those sales are nonrefundable, except as otherwise expressly set forth in this Agreement. We or our third party designees may automatically process charges against your selected payment method on the receipt page. We or our third party designees will inform you if all or any portion of your order is canceled or if additional or different information is required to accept your order.
Tickets. Before purchasing any tickets through this Site, carefully review your event and seating selection. Pursuant to the policies and procedures established by our Affiliates and Artists, and the agreements between us and those Affiliates and Artists, we are prohibited from issuing exchanges or refunds after a ticket has been purchased, regardless of whether that ticket has been lost, stolen, damaged or destroyed.
Fan Club Memberships. By signing up for a fan club membership, you authorize us to charge the credit card associated with your membership to auto-renew your membership on the first day of each renewal term (whether such term is annual, monthly, or some other period as agreed to by you during the registration process). We may notify you via email prior to your credit card being charged for such auto-renewal. Unless you turn off the auto-renew functionality in your account settings or notify us of your wish to cancel such auto-renewal by emailing us at [email protected] prior to the first day of the renewal term, your credit card will be charged for the auto-renewal. If we attempt to charge your credit card on file to auto-renew your membership, but the credit card is not valid or the payment is otherwise not authorized, your membership will not be renewed. We reserve the right to change the fan club membership fees at any time, and will notify existing fan club members of such change via the email associated with the member’s account.
You may cancel your fan club membership at any time by emailing us at [email protected] . Any cancellation will be effective upon the expiration of the then-current term. Fan club membership purchases are non-refundable and are not eligible for returns, exchanges or credits. For security reasons, all cancellation requests must be made by the primary contact person on the account, who will be required to confirm such person’s identification. Upon the effective date of any cancellation, we will immediately deactivate or delete your account and all related information and files in such accounts and/or bar your further access to such account or files.
13. Product Delivery. Except to the extent prohibited by applicable law, we reserve the right to change Product delivery options without notice. On occasion, technical and other problems may delay or prevent delivery of a particular Product. Except to the extent that applicable law provides otherwise, your sole and exclusive remedy with respect to any Product that is not delivered within a reasonable period will be either replacement of such Product or a refund of the purchase price paid for such Product, as determined by us in our sole discretion. In the event that a shipment is returned or undeliverable because you provided an incorrect or undeliverable address, or you request that the shipment be sent to an address that is different from the address you provided when you placed your order after the shipment has been sent, and you wish to have us resend the shipment, you will be responsible for all additional shipping charges that we may incur to resend the shipment. All Transactions are made pursuant to a shipment contract and, as a result, risk of loss and title for Products pass to you upon delivery of the Products to the carrier. You are responsible for filing any claims with carriers for damaged and/or lost shipments.
Tickets. If you choose to receive your tickets by mail, you should receive your tickets no later than five (5) business days prior to the event. If you have not received your tickets five (5) business days prior to the event, please email us at [email protected] . From time to time, users will input incorrect billing or credit card information in a Transaction. This incorrect information can delay or make impossible the processing and delivery of tickets. In the event that we become aware of the fact that you provided incorrect information, we may attempt to contact you by email to resolve the discrepancy. Tickets held at Will Call are usually available one (1) hour prior to the doors opening for the event. You will need to present both picture identification for the purchaser of the tickets and the credit card to which the tickets were charged in order to receive the tickets purchased. Except to the extent prohibited by applicable law, we reserve the right to change ticket delivery options.
Cancelled Events. From time to time, previously scheduled events may be cancelled or postponed by an Affiliate or Artist due to weather conditions, safety considerations or other issues making the scheduled event impossible or impracticable. When an event cancellation occurs, we make every effort to ensure you receive a refund of the ticket prices. Services Fees, Shipping Fees and/or Handling Fees will not be refunded. Events scheduled for outdoor venues are sold “rain or shine” and there will be no refunds issued for rain-cancelled shows. If an event is canceled, please contact us for information on receiving a refund. If the event was moved or rescheduled, our Affiliate or Artist may set refund limitations. Email us at [email protected] for exact instructions. In any event, we will not be liable for any loss, cost, or damages associated with any cancellation or postponement of a scheduled event.
14. Usage Restrictions for Products. All Products you purchase, obtain or access on or through the Site are solely for your personal, non-commercial use. Except as otherwise expressly provided herein, you may not reproduce, publish, transmit, distribute, display, broadcast, re-broadcast, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, directly or indirectly, any of the Products or any related software. Except as permitted under applicable law, you may not reverse engineer, decompile, disassemble, modify or disable any Products or any copyright protection or use limitation systems associated with the Products. You may not play and then re-digitize any Products, or upload any Products or derivatives thereof to the Internet. Unless expressly permitted by us (e.g., a “Create Your Own Video” contest offered on the Site), you may not use the Products in conjunction with any other content, including without limitation, in conjunction with any other Products (e.g., to provide sound for video). You may not transfer, sell or offer to sell the Products, including, without limitation, posting any Product for auction on any Internet auction site or “trading” the Products for money, goods or services. You are not granted any commercial sale, resale, reproduction, distribution or promotional use rights in connection with Products.
15. Product Requirements; Compatibility. You acknowledge that use of Products requires other hardware and software tools (e.g., in the case of full permanent audio downloads, for making copies of Products on physical media and rendering performance of Products on authorized digital player devices), and that such hardware and software, including, without limitation, all charges therefor, are your sole responsibility. To the extent permissible under applicable law, we, our Affiliates and our (and their) Artists, Representatives and Providers shall not be responsible or liable for the loss or damage of any Product. Except to the extent prohibited by applicable law, we reserve the right to change at any time, with or without prior notice to you, the software or hardware required to download, transfer, copy and/or use or limit the use of any Products.
17. Our Proprietary Rights. We, our Affiliates and our respective licensors and suppliers own the information and materials made available through the Site. Such information and materials are protected by copyright, trademark, patent and/or other proprietary rights and laws. Except as expressly authorized in advance by us, you agree not to reproduce, modify, rent, lease, loan, sell, distribute or create derivative works based on, all or any part of the Site or any information or materials made available through the Site.
Any mobile application that is subject to this Agreement is licensed (not sold) to end users. Subject to your compliance with this Agreement, and solely for so long as you are permitted by us to use such mobile application, we hereby permit you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to install and use the application on a mobile device that you own or control. If you fail to comply with any of the terms or conditions of this Agreement, you must immediately cease using the application and remove (that is, uninstall and delete) the application from your mobile device.
We, our Affiliates and/or our respective licensors or suppliers own the trade names, trademarks and service marks on the Site, including without limitation 23/7 Global Inc. All trademarks and service marks on the Site not owned by us or our Affiliates are the property of their respective owners. You may not use our trade names, trademarks and service marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting any license or right to use any trade names, trademarks or service marks without express prior written consent of the owner.
PLEASE NOTE THAT UNAUTHORIZED USE OF ANY SERVICE OR PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY SOFTWARE USED BY THE SITE, MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, (INCLUDING, WITHOUT LIMITATION, POSSIBLE MONETARY DAMAGES), INCLUDING, WITHOUT LIMITATION, FOR COPYRIGHT INFRINGEMENT.
20. Links and Feeds. The Site may provide links to or feeds from other web sites and online resources. We and our Affiliates are not responsible for and do not endorse such external sites or resources. Other sites may link to the Site with or without our authorization, and we may block any links to or from the Site. YOUR ACCESS TO AND USE OF THIRD PARTY WEB SITES, CONTENT AND RESOURCES IS AT YOUR OWN RISK.
21. Disclaimer of Warranties. TO THE FULLEST EXTENT PERMITTED UNDER APPLIABLE LAW: (A) THE SITE AND ANY PRODUCTS AND THIRD PARTY APPLICATIONS ARE PROVIDED TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) WE, OUR AFFILIATES AND OUR RESPECTIVE ARTISTS, REPRESENTATIVES AND PROVIDERS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE, ANY PRODUCTS AND THIRD-PARTY APPLICATIONS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. (CERTAIN PROVIDERS MAY SEPARATELY PROVIDE LIMITED REPRESENTATIONS AND/OR WARRANTIES REGARDING THEIR THIRD PARTY APPLICATIONS; PLEASE CHECK WITH SUCH PROVIDERS FOR FURTHER INFORMATION.) ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF US, OUR AFFILIATES, AND OUR ARTISTS, AND EACH OF OUR AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”) AND THEIR AND OUR RESPECTIVE SUCCESSORS AND ASSIGNS.
22. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, (A) WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR FROM ANY PRODUCTS OR THIRD PARTY APPLICATIONS; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE; AND (D) OUR MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF THE TOTAL AMOUNT PAID BY YOU TO US TO USE THE SITE OR TEN U.S. DOLLARS ($10.00). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS AGREEMENT) ARE MADE FOR THE BENEFIT OF BOTH US AND THE AFFILIATED ENTITIES, AND THEIR AND OUR RESPECTIVE SUCCESSORS AND ASSIGNS.IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
While we try to maintain the timeliness, integrity and security of the Site, we do not guarantee that the Site or any Third Party Applications are or will remain updated, complete, correct or secure or that access to the Site or any Third Party Applications will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site or any Third Party Applications. If you become aware of any unauthorized third party alterations to the Site, contact us at [email protected] with a description of the material(s) at issue and the URL or location of such materials.
23. Indemnity. To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless us, our Affiliates and our and their respective Artists, Representatives and Providers, and our and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Site (including all Submissions); and (b) any violation or alleged violation of this Agreement by you.
24. Termination. This Agreement is effective until terminated. We may, at any time and for any reason, terminate or suspend your use of the Site. Upon any such termination or suspension, your right to use the Site will immediately cease, and we may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 2, 6-8, 16-24, 26-27 and 29 shall survive any expiration or termination of this Agreement.
25. Governing Law; Arbitration. The terms of this Agreement are governed by the laws of the United States (including federal arbitration law) and the State of New York, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. Except for disputes that qualify for small claims court, all disputes arising out of or related to this Agreement or any aspect of the relationship between you and us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury and you agree that we and you are each waiving the right to trial by a jury. Such disputes include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability or validity of the arbitration provision or any portion of the arbitration provision. All such matters shall be decided by an arbitrator and not by a court or judge.
You agree that any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted, and you are agreeing to give up the ability to participate in a class action.
The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as amended by this Agreement. The Consumer Arbitration Rules are available online at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.
26. Filtering. We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that we do not endorse any products or services listed at this site.
27. Information or Complaints. If you have a question or complaint regarding the Site, please feel free to contact us via e-mail at [email protected]. E-mail communications are not necessarily secure, so please do not include credit card information or other sensitive information in any e-mail to us. You may also contact us by phone at 212-994-5396 or by writing to us at 23/7 Global, Inc., 32 West 22nd Street, NY, NY 10010. California residents may 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.
28. Claims of Copyright Infringement. 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 in good faith that materials available on the Site infringe your copyright, you (or your agent) may send us a notice requesting that we remove the material or disable access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov for details. Notices and counter-notices should be sent to:
23/7 Global, Inc.
32 West 22nd Street
New York, NY 10010
We suggest that you consult your legal advisor before filing a notice or counter-notice.
29. Export Controls. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.
30. Miscellaneous. This Agreement does not create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us. If any provision of this Agreement is found to be unenforceable, that provision will not affect the validity and enforceability of any other provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement, including any terms and conditions incorporated herein, is the entire Agreement between you and us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. Notices to you may be made via posting to the Site, by e-mail or by regular mail, in our discretion. We may also provide notice of changes to this Agreement or other matters by displaying such notices or by providing links to such notices. You agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. We will not be responsible for failure to fulfill any obligation due to causes beyond our control. Except as expressly set forth in the following sentence, nothing in this Agreement, express or implied, is intended to confer, nor shall anything herein confer on, any person other than the parties and the respective successors or permitted assigns of the parties, any rights, remedies, obligations or liabilities. Notwithstanding the previous sentence, you agree that our Affiliates and our and their respective Artists, Representatives and those Providers who are content owners and service providers from whom we have obtained a license or other rights to use their content and services, as applicable, in connection with the Site) are third-party beneficiaries under this Agreement with the right to enforce the provisions of this Agreement that directly apply to such parties. Notwithstanding the immediately preceding sentence, our right to enter into, rescind or terminate any variation, waiver or settlement under this Agreement is not subject to the consent of any third party.
31. Apple-Specific Terms. In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of our mobile application (“App”) compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to this Agreement and does not own and is not responsible for the App. Apple is not providing any warranty for the App except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including any third-party product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to us in accordance with the “Information or Complaints” section above. The license you have been granted herein is limited to a non-transferable license to use the App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service, except that the App may also be accessed and used by other accounts associated with you via Apple’s Family Sharing or volume purchasing programs. In addition, you must comply with the terms of any third-party agreement applicable to you when using the App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance of the terms and conditions of this Agreement, will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof; notwithstanding the foregoing, our right to enter into, rescind or terminate any variation, waiver or settlement under this Agreement is not subject to the consent of any third party.
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