Welcome to NEXTSONG.LIVE (“NS”), wholly owned properties of MUSIC AUDIENCE EXCHANGE, INC., a Delaware corporation (“MAX”). We are excited to have you here. This document acts as our official terms and conditions (“Terms”) for services and products used or provided by MAX through NS (“Sites”). It is a legal contract between you, an individual user of at least 13 years of age or a single entity (“you,” “User”, “user” or, collectively, “Users”, “users”), and MAX regarding your use of our services and the purchase of products or services from the Sites. This agreement governs all purchases from the Sites. By using the Sites, you acknowledge and accept these Terms.
Please read these Terms carefully because they govern your use of our services, accessible via the Sites, which enable you to participate, support, or interact with Events.
Agreement to Terms
By using our Services, you agree to be bound by these Terms. If you don't agree to these Terms, do not use the Services.
Changes to Terms or Services
We may modify the Terms at any time, at our sole discretion. If we do so, we'll let you know either by posting the modified Terms on the Sites or through other communications. It is important that you review any modified Terms because, if you continue to use the Services after we have posted modified Terms, you're indicating to us that you agree to be bound by the modified Terms. If you don't agree to be bound by the modified Terms then you may no longer use the Services. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
Who May Use the Services
You may use the Services only if you are 13 years or older and are not barred from using the Services under applicable law.
Using the Services; Payment Terms
Through the Services, you'll be able to find music, artist related live and recorded content, and various other Events hosted and operated by MAX, NS, STS, or third parties at various locations (each such location, a "Venue"). When you make a purchase through the Sites, you represent that: (i) any credit card information you supply is true and complete; and (ii) you'll pay the charges incurred by you at the posted prices, including any applicable taxes. You agree that you will not attempt to evade, avoid, or circumvent any refund prohibitions in any manner with regard to tickets you purchased. You will not dispute or otherwise seek a "chargeback" from the company whose credit card you used to purchase tickets through the Sites. Should you do so, your tickets may be cancelled, and we may, in our sole discretion, refuse to honor pending and future ticket purchases made from all credit card accounts or online accounts on which such chargebacks have been made, and may prohibit all persons in whose name the credit card accounts exist and any person who accesses any associated online account or credit card or who otherwise breaches this provision from using our Services. You are solely responsible for ensuring that you have selected the correct Event for which you are purchasing a ticket. Except as otherwise stated in MAX's Refund Policy below, after your purchase of a ticket for a Paid Event is processed, the transaction is final, and MAX will have no liability for any disputes related to tickets purchased through the Sites.
Purchases from MAX through the Services may not be exempt from sales or use taxes simply because they are made from the Internet or because MAX is not required to collect sales or use tax by any particular state or region. Whether any sales tax will be collected on a given purchase and the amount of tax charged depends on a number of factors including whether the seller is subject to tax in a given jurisdiction. The purchaser is responsible for any applicable taxes not collected by MAX and certain states require purchasers to file a sales/use tax return annually reporting taxable purchases that were not taxed and to pay such tax. For details, see the website of, or otherwise contact, the applicable taxing authority. If any sales tax will be collected directly by MAX in connection with a purchase, that amount will be shown either prior to the completion of any purchase or reflected in the final confirmation of that purchase.
By purchasing Services (provided the Event is not cancelled) through our Sites, you are purchasing a limited, non-transferable, revocable license to participate in the Event. Further, by purchasing Services you agree and are aware that these purchases and contributions are non-refundable and non-returnable, except in the event of an Event cancellation. The license represented by the purchase may be terminated immediately if your Account is terminated for any reason, in MAX's sole and absolute discretion, or if MAX discontinues providing the Services.
On occasion, Events may be canceled or postponed by the artist or Event promoter. Should this occur, we will provide a refund of ticket fees or charges and any pre-Event artist services charges.
If a refund is provided, the value paid as well as the service fee and any applicable taxes will be refunded. If a refund is issued, it will be issued using the same method of payment that was used to purchase the original Services. If a credit card was used to make the refunded purchase, then only that actual credit card will receive the credit for the refund. MAX will not be liable for travel or any other expenses that you or anyone else incurs in connection with a canceled or postponed Event. The refund will be processed and issued within 30 business days from the date of the cancellation notice, or as soon thereafter as is administratively practical.
All Events are organized and operated by either MAX or third parties. In the case where an Event is organized by a third party, MAX, NS, SL, and STS have no part in such organization or operation and such Event organizers and operators and/or Venue owners may have additional terms and conditions governing your attendance at an Event. You agree to comply with any such terms and conditions when you attend Events.
We welcome feedback, comments and suggestions for improvements to the Services ("Feedback"). You can submit Feedback by emailing us at email@example.com. You agree that all Feedback will be the sole and exclusive property of MAX and you hereby irrevocably assign to MAX and agree to irrevocably assign to MAX all of your right, title, and interest in and to all Feedback, including, without limitation, all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At MAX's request and expense, you will execute documents and take such further acts as MAX may reasonably request to assist MAX to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
Content and Content Rights
For purposes of these Terms: (i) "Content" means, without limitation, all video (and the sound recordings and musical compositions embodied therein), artwork, photographs, illustrations, graphics, logos, copy, lyrics, text, computer code, data, user interfaces, visual interfaces, information, materials, and all copyrightable or otherwise legally protectable elements of the Services, including, without limitation, the design, selection, sequence, look and feel, and arrangement of the Services, and any copyrights, trademarks, service marks, trade names, trade dress, patent rights, database rights and/or other intellectual property and/or proprietary rights therein (including with respect to any content contained and/or made available in any advertisements or information presented to you via the Services); and (ii) "User Content" means any Content that Account holders (including you) provide to be made available through the Services. Content includes, without limitation, User Content.
Content Ownership, Responsibility and Removal
MAX does not claim any ownership rights in any User or other third-party Content that may be made available through the Services and nothing in these Terms will be deemed to restrict any rights that third parties may have to use and exploit their Content. Subject to the foregoing, MAX and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services or Content.
Digital Millennium Copyright Act.
It is MAX's policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (the “DMCA”). MAX will promptly terminate without notice any User's access to the Service if that User is determined to be a repeat infringer.
If you are a copyright owner or an authorized agent thereof (the “Copyright Owner”) and believe that any Content infringes your copyrights, you may submit a notification pursuant to Title 17, United States Code, Section 512(c)(3), the DMCA. This notification of claimed infringement must be a written communication provided to the designated agent of MAX that includes the following information:
(a) A physical or electronic signature of a person authorized to act on behalf of the Copyright Owner of an exclusive right that is allegedly infringed.
(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works.
(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit MAX to locate the material.
Written notification of claimed infringement must be submitted to our Copyright Agent at [firstname.lastname@example.org]. You may also submit notifications pursuant to this Section by mail, to MAX Copyright Agent, Music Audience Exchange, Inc. 2595 Dallas Parkway Suite #440, Frisco, TX 75034. You acknowledge and agree that if you fail to comply with all of the requirements of this Section, your request to remove the material at issue may not be valid.
If you believe that materials you uploaded or posted on the Services was removed (or to which access was disabled) is not infringing, or that you have the authorization from the Copyright Owner, the Copyright Owner's agent, or pursuant to applicable law, to make such materials available to MAX for use on the Services, you may send a counter-notice containing the following information to our Copyright Agent:
(a) Your physical or electronic signature;(b) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;(c) A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of a mistake or a misidentification of the material; and
(d) Your name, address, telephone number, and, if applicable, e-mail address, and a statement that you shall accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by our Copyright Agent, MAX will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the Copyright Owner files an action seeking a court order against the provider of the material or the User, the removed material may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at MAX's sole discretion.
Rights in User Content Granted by You
By making any User Content available through the Services you hereby grant to MAX a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform and distribute copies of your User Content in connection with operating and providing the Services and Content to you and to other Account holders.
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content, nor any use of your User Content by MAX on or through the Services will infringe, misappropriate or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
MAX may rely on advertisers to help fund the Services. You agree that MAX may display advertisements and promotions of all kinds in and with the Services. You understand that MAX may have agreements with third parties, including revenue sharing from advertising or other transactions. You understand that you are not entitled to any benefits received by MAX related to such advertisements or promotions. You further understand that you may not sell, upload, or display advertisements, promotions, or solicitations of business in and with the Services. MAX will always have the right to use and display your name and likeness for advertising, publicizing, and exploiting the Services.
Content from Social Media and Networking Sites
As part of the functionality of the Services, you may link your Account to an SNS Account by either: (i) providing your SNS Account login information to MAX through the Services; or (ii) allowing MAX to access your SNS Account, as permitted under the applicable terms and conditions that govern your use of each SNS Account. You agree that you won't disclose your SNS Account login information to MAX and/or grant MAX access to your SNS Account unless you are permitted to do so by the applicable SNS. MAX won't have any obligation to pay any fees or be subject to any usage limitations imposed by SNSes.
By linking your SNS Account to your MAX Account, you understand that MAX will access, make available and store (if applicable) some of the content that you have provided to and stored in your SNS Account so that it is available on and through the Services via your Account. Unless otherwise specified in these Terms, all such content, if any, will be considered to be User Content for all purposes of these Terms. Depending on the SNS Accounts you choose and subject to applicable SNS privacy settings, personally identifiable information that you post to your SNS Accounts and information about your SNS friends will be available on and through your Account. Please note that if an SNS Account or associated service becomes unavailable or MAX's access to such SNS Account is terminated by the third party service provider, then the content from your SNS Account will no longer be available on and through the Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SNS ACCOUNT SERVICE PROVIDERS ASSOCIATED WTH YOUR SNS ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SNS ACCOUNT SERVICE PROVIDERS.
Rights in Content Granted by MAX
Except as expressly set forth herein, the Services are to be used solely for your noncommercial, non-exclusive, non-assignable, non-transferable and limited personal use and for no other purposes. You must not alter, delete or conceal any copyright, trademark, service mark or other notices contained on the Services. Except as authorized by these Terms, you acknowledge that you may not, or allow any third party (whether or not for your benefit or otherwise) to, reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third-party website or platform), or otherwise use any Content without the express, prior written consent of MAX. Any unauthorized or prohibited use of any Content may subject you to civil liability, criminal prosecution, or both, under applicable federal, state, local laws, or applicable foreign laws, rules, regulations and treaties.
MAX requires Users to respect our and our licensors' copyrights, trademarks, and other intellectual property rights and shall aggressively enforce the same to the fullest extent of the law, including seeking criminal prosecution. We likewise respect the intellectual property of others. Moreover, the framing or scraping of or in-line linking to the Services or any Content contained thereon and/or the use of webcrawler, spidering or other automated means to access, copy, index, process and/or store any Content made available on or through the Services other than as expressly authorized by MAX and its licensors is prohibited.
If you choose, you may share Content on certain of your SNS Accounts, via text messaging, and via email, through the social sharing functionality we've implemented through the Services.
Electronic Communications, Text Message Alerts, and Notifications
When you visit the Sites, use the Services or send e-mails to us, you are communicating with us electronically. By doing so, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
When you opt-in to the Services, we will send you a message to confirm your signup. Message and data rates may apply. Voluntarily providing your cellular number to MAX in connection with establishing an Account or otherwise using the Services constitutes prior express consent to be called or texted at the number provided. You may receive up to 10 messages per month but will be determined by your level of activity on the site. Text "HELP" for help. Text "STOP" to cancel. You may also remove your phone number from your account and receive only communications via email.
Usage Guidelines and MAX's Enforcement Rights
We ask that you respect our community of users and our desire for such users to feel safe when using the Services, including any Content. Accordingly, you agree that you'll only use the Services in a manner that is consistent with these Terms, and in particular the terms below. If you use the Services in a manner that is inconsistent with these Terms we might have to suspend or terminate your Account.
You agree not to do any of the following:
- Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
- Use, display, mirror or frame the Services, or any individual element within the Services, MAX's name, any MAX trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without MAX's express written consent;
- Use the Services for any revenue generating endeavor, commercial enterprise or other purpose for which it is not designed or intended, including any unauthorized non-commercial marketing and promotional campaigns, target or mass solicitation campaigns, or political campaigning;
- Access, tamper with, or use non-public areas of the Services, MAX's computer systems, or the technical delivery systems of MAX's providers;
- Attempt to probe, scan, or test the vulnerability of any MAX system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by MAX or any of MAX's providers or any other third party (including another User) to protect the Services or Content;
- Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by MAX or other generally available third party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a MAX trademark, logo URL or product name without MAX's express written consent;
- Use the Services or Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
MAX's Enforcement Rights
Although we're not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law or other legal requirements.
Links to Third Party Websites or Resources
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at email@example.com. Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
The Services and Content are provided "AS IS," without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis or be compatible or interoperable with your mobile device or any other hardware, software or equipment installed on or used in connection with your mobile device. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
UNLESS OTHERWISEDISCLOSED, MAX IS NEITHER AN AGENT OF NOR IS CONNECTED OR AFFILIATED WITH ANY EVENT ORGANIZER OR OPERATOR OR VENUE OR OPERATOR OF ANY VENUE FOR ANY EVENT INCLUDED IN THE SERVICES OR FOR WHICH A USER HAS PURCHASED A TICKET THROUGH THE SERVICES. MAX MAKES NO WARRANTY OR REPRESENTATIONS OF ANY KIND REGARDING THE PERFORMANCE OR NON – PERFORMANCE OF ANY EVENT VENUE OR OPERATOR OF ANY VENUE IN CONNECTION WITH THE SERVICE, INCLUDING THE FAILURE TO HONOR TICKETS OR OTHER RESERVATIONS OR THE DELIVERY OF INCORRECT PRODUCTS AND/OR SERVICES.
YOU ASSUME ALL RISKS RELATING TO YOUR ONLINE OR OFFLINE COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT MAX DOES NOT SCREEN OR ENQUIRE INTO THE BACKGROUND OF ANY USERS OF THE SERVICES, NOR DOES MAX MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICES. MAX MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
You indemnify and hold harmless MAX and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.
Limitation of Liability
NEITHER MAX NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MAX HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL MAX'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU'VE PAID TO MAX THROUGH YOUR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SEATED AND YOU.
Please read this Section carefully; it may significantly affect your legal rights, including your right to file a lawsuit in court.
These Terms and any action related thereto will be governed by the laws of the State of Texas without regard to its conflict of laws provisions.
Agreement to Arbitrate
MAX is available by email at [firstname.lastname@example.org] to address any concerns you may have regarding your use of the Services. Most concerns may be quickly resolved in this manner. Each of you and we agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.
If we do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution is pursued pursuant the immediately preceding paragraph, then either party may initiate binding arbitration. All claims arising out of or relating to these Terms (including their formation, performance and breach), your and our relationship and/or your use of the Services shall be finally settled by binding arbitration administered by JAMS, in accordance with the JAMS Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. Each party will have the right to use legal counsel in connection with arbitration at its own expense. You and we shall select a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on you and us and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Terms shall be subject to the Federal Arbitration Act.
The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures. If you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250.00), we will pay the additional cost. If we are required to pay the additional cost of the filing fees, you should submit a request for payment of fees to JAMS along with your form for initiating the arbitration, and we will make arrangements to pay all necessary fees directly to JAMS. We will also be responsible for paying all other arbitration costs arising in connection with the arbitration, other than costs incurred by you for legal counsel, travel and other out-of-pocket costs and expenses not constituting fees or amounts payable to JAMS. You will not be required to pay fees and costs incurred by us if you do not prevail in arbitration. We will also pay JAMS to reimburse you for any portion of the $250 filing fee that is more than what you would otherwise have to pay to file suit in a court of law.
You and we understand that, absent this mandatory provision, you and we would have the right to sue in court and have a jury trial. You and we further understand that the right to discovery may be more limited in arbitration than in court.
You and we each further agree that any arbitration shall be conducted in our respective individual capacities only and not as a class action, and you and we each expressly waive our respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and you and we shall be deemed to have not agreed to arbitrate disputes.
Notwithstanding your and our agreement to resolve all disputes through arbitration, either you or we may seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out by emailing us at email@example.com. The notice must be sent within 30 days of your agreement to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with the terms of this Section. If you opt-out of these arbitration provisions, we also will not be bound by them.
To the extent that the arbitration provisions set forth above do not apply or if you have opted out of arbitration, you and we agree that any litigation between you and us shall be filed exclusively in state or federal courts located in the State of Texas and Collin County. You and we expressly consent to exclusive jurisdiction in Texas for any litigation other than small claims court actions. In the event of litigation relating to these Terms or the Services, you and we agree to waive, to the maximum extent permitted by law, any right to a jury trial, except where a jury trial waiver is not permissible under applicable law.
No action arising out of these Terms or your use of the Services, regardless of form or the basis of the claim, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).
Notwithstanding the provisions of the "Changes to Terms or Services" Section above, if MAX changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to firstname.lastname@example.org) within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of MAX's email to you notifying you of such change. By rejecting any change, you are agreeing that you'll arbitrate any dispute between you and MAX in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
These Terms constitute the entire and exclusive understanding and agreement between MAX and you regarding the Services, Events and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between MAX and you regarding the Services and Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without MAX's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. MAX may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by MAX under these Terms, including those regarding modifications to these Terms, will be given by MAX: (i) via email; or (ii) by posting to the Sites. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
MAX's failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of MAX. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise