TERMS OF SERVICE AGREEMENT
These terms and conditions (“Terms”) govern your access to and use of EDMX’s smartphone application(s) that link to or reference these Terms (the “App”). By accessing or using the App, you are agreeing to these Terms and entering into a legally binding contract with EDMX, LLC, a Nevada corporation headquartered in New York, NY (“EDMX”). Do not access or use the App if you are unwilling or unable to be bound by these Terms.
As used in these Terms, “we,” “us,” or “our” will refer to EDMX, and “you,” “your,” or “yourself” will refer to you as a user of the App.
We may modify these Terms from time to time. You understand and agree that your access to or use of the App is governed by these Terms effective at the time of your access to or use of the App. If we make material changes to these Terms, we will notify you by email or by posting a notice on the App prior to the effective date of the material changes. Any such modification will be effective upon our posting of new Terms. You understand and agree that your continued access to or use of the App after the effective date of modifications to these Terms indicates your acceptance of the modifications.
(a) “Content” means all text, images, audio, videos, photographs, trademarks, logos, artwork and other materials and information, including but not limited to the design, selection, arrangement, and coordination of such Content.
(b) “EDMX Content” means Content that we create and make available in connection with the App.
(c) “User Content” means Content that other users submit or transmit to, through, or in connection with the App.
(d) “Third Party Content” means Content that originates from parties other than EDMX or its users, which is made available in connection with the App.
(e) “Your Content” means Content that you submit or transmit to, through, or in connection with the App, such as ratings, reviews, compliments, invitations, check-ins, messages, and information that you publicly display in your account profile.
(f) “App Content” means all of the Content that is made available in connection with the App, including Your Content, User Content, Third Party Content, and EDMX Content.
(g) You understand and agree that you will be solely responsible for Your Content. You also understand that, once published, Your Content cannot always be withdrawn. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by EDMX.
You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
(h) We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”). As such, you hereby irrevocably grant us worldwide, perpetual, non-exclusive, royalty-free, assignable, sub-licensable, transferable rights to use Your Content for any purpose. Please note that you also irrevocably grant other users of the App and any Other Media the right to access Your Content in connection with their use of the App and any Other Media. In addition, you irrevocably waive to the extent permissible under applicable laws any claims and assertions of moral rights or attribution with respect to Your Content.
(i) As between you and us, you own Your Content. We own the EDMX Content, including but not limited to visual interfaces, interactive features, graphics, design, and the compilation of materials and information, including but not limited to our compilation of Your Content and other App Content, computer code, products, software, aggregate user review ratings, and all other elements and components of the App (but excluding Your Content, User Content and Third Party Content). We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (collectively, “IP Rights”) associated with the EDMX Content and the App, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the EDMX Content in whole or in part except as expressly authorized by us. Except as expressly provided herein, we do not grant you any express or implied rights, and all rights in and to the App and the EDMX Content are retained by us.
(j) We and our licensees may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without notice to you.
(k) Your Content does not necessarily reflect the opinion of EDMX. We reserve the right to remove, screen, edit, or reinstate Your Content from time to time at our sole discretion for any reason or no reason, and without notice to you. For example, we may remove a review if we believe it violates our Content guidelines. We have no obligation to retain or provide you with copies of Your Content, and we do not guarantee any confidentiality with respect to Your Content.
(l) You agree to abide by our Content guidelines. Comment and review sections of the App are intended to be safe forums for the exchange of useful information and ideas. Generally, you are expected to play nice when posting Your Content, meaning you must refrain from threats, harassment, lewdness, hate speech, and other displays of bigotry. In addition, do not write fake or defamatory reviews, trade reviews with others, or compensate someone or receive compensation to write or remove a review. Finally, do not post any text, images, audio, videos, photographs, trademarks, logos, artwork or other content that you do not own or have the owner’s permission to post.
(a) We are under no obligation to enforce these Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated these Terms, we reserve the right to investigate and take appropriate action at our sole discretion.
(b) You agree not to, and will not assist, encourage, or enable others to use the App to:
(1) violate our Content guidelines;
(2) violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
(3) threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
(4) promote a business or other commercial venture or event, or otherwise use the App for commercial purposes;
(5) send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the App’s search results or any third party website;
(6) solicit personal information from minors, or submit or transmit pornography; or
(7) violate any applicable law.
(c) You also agree not to, and will not assist, encourage, or enable others to:
(1) violate these Terms;
(2) modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the App or App Content (other than Your Content), except as expressly authorized by EDMX;
(3) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the App or any App Content;
(4) reverse engineer any portion of the App;
(5) remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the App or on any materials printed or copied from the App;
(6) record, process, or mine information about other users;
(7) access, retrieve or index any portion of the Site for purposes of constructing or populating a searchable database of user reviews;
(8) take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on EDMX’s technology infrastructure or otherwise make excessive traffic demands of the App;
(9) attempt to gain unauthorized access to the App, user accounts, computer systems or networks connected to the App through hacking, password mining or any other means;
(10) use the App or any App Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, “Viruses”);
(11) use any device, software or routine that interferes with the proper working of the App, or otherwise attempt to interfere with the proper working of the App;
(12) use the App to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the App or App Content; or
(13) remove, circumvent, disable, damage or otherwise interfere with any security-related features of the App, features that prevent or restrict the use or copying of App Content, or features that enforce limitations on the use of the App.
(d) The restrictions in Section 2(c) above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to such restrictions (even if permissible under applicable law) without providing 30 days’ prior written notice to us, together with any information that we may reasonably require to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion.
3. USER ACCOUNTS
(a) You may be required to create an account and provide certain information about yourself in order to use some of the features that are offered through the App. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account.
(b) We may terminate your account, suspend your ability to use certain portions of the App, and/or ban you altogether from the App for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, the App, Your Content, App Content, or any other related information.
(c) In the event of any termination of these Terms, whether by us or by you, Sections 1, 2, 6, 7, 8 and 11 will continue in full force and effect, including our right to use Your Content as detailed in Section 1.
6. THIRD PARTY SITES
The App may include links to other applications or websites (each, a “Third Party Site”). We do not control or endorse any Third Party Site. You agree that we are not responsible for the availability or contents of such Third Party Sites. Your use of Third Party Sites is at your own risk.
Some of the services made available through the App may be subject to additional third party or open source licensing terms and disclosures.
You agree to indemnify, defend, and hold EDMX, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them (collectively, the “EDMX Entities”) harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the App, (ii) your violation of these Terms, (iii) any products or services purchased or obtained by you in connection with the App, or (iv) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. EDMX reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of EDMX. EDMX will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
8. DISCLAIMERS AND LIMITATIONS OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY AS IT LIMITS THE LIABILITY OF THE EDMX ENTITIES TO YOU. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. IF YOU ARE UNSURE ABOUT THIS OR ANY OTHER SECTION OF THESE TERMS, PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE APP. BY ACCESSING OR USING THE APP, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION. YOU ARE GIVING UP SUBSTANTIAL LEGAL RIGHTS BY AGREEING TO THESE TERMS.
THE APP IS MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE EDMX ENTITIES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. AS SUCH, YOUR USE OF THE APP IS AT YOUR OWN DISCRETION AND RISK. THE EDMX ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE APP, ITS SAFETY OR SECURITY, OR THE APP CONTENT. ACCORDINGLY, THE EDMX ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE APP’S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE VENUE, EVENT OR ARTIST LISTINGS, RATINGS, REVIEWS (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY), OR METRICS FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE APP.
THE EDMX ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE VENUES, ARTISTS OR ADVERTISERS LISTED ON THE APP OR THE APP’S USERS. ACCORDINGLY, THE EDMX ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE VENUES, EVENTS, ARTISTS OR ADVERTISERS LISTED OR FEATURED ON THE APP. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE APP IS AT YOUR OWN DISCRETION AND RISK.
THE EDMX ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY VENUES, EVENTS, ARTISTS OR ADVERTISERS LISTED ON THE APP, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF ONE OF THE EDMX ENTITIES SHALL CREATE A REPRESENTATION OR WARRANTY.
YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE APP, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE APP.
THE EDMX ENTITIES’ MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SITE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE EDMX ENTITIES IN CONNECTION WITH THE APP IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.
THE EDMX ENTITIES DISCLAIM LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.
9. COPYRIGHT AND TRADEMARK DISPUTES
Please see our Infringement Policy for information about copyright and trademark disputes.
(a) To access or use the App, you must be 18 years or older and have the requisite power and authority to enter into these Terms.
(b) You understand and agree that your use of the App is at your own risk, including the risk that you might be exposed to content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.
(c) The App may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.
(d) We may provide you with notices, including those regarding changes to these Terms by email, regular mail or communications through the App.
(e) Except as otherwise stated in Section 6 above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
(f) These Terms contain the entire agreement between you and us regarding the use of the App, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.
(g) Any failure by EDMX to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
(h) If any provision of these Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.
(i) These Terms, and any rights or obligations hereunder, are not assignable, transferable or sub-licensable by you except with our prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.
(j) The section titles in these Terms are for convenience only and have no legal or contractual effect.
11. GOVERNING LAW
You agree that all matters relating to your access to and use of the App, including all disputes arising out of these Terms, shall at all times be governed by the laws of the United States and specifically by the laws of the State of New York without regard to its conflicts of laws provisions. You agree to the personal jurisdiction of and venue in the State and Federal courts located in New York, NY. Any claim under these Terms must be brought within 1 year after the cause of action arises.
We take seriously claims of intellectual property infringement.
If you believe your copyrighted or trademarked work is being infringed on the App, you may send us a written notice of infringement with the following information:
1. Your physical or electronic signature, together with your name, physical address, telephone number and, if available, email address.
2. Identification of the copyrighted or trademarked work that you claim has been infringed.
3. Identification of the allegedly infringing content, and information reasonably sufficient to permit us to locate it on the App.
4. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law.
5. A statement, under penalty of perjury, that the information in the infringement notice is accurate and that you are the copyright or trademark owner or authorized to act on the owner’s behalf.
If you believe your copyrighted or trademarked work was removed as a result of mistake or misidentification, you may send us a written counter-notice with the following information:
1. Your physical or electronic signature, together with your name, physical address, telephone number and, if available, email address.
2. Identification of the copyrighted or trademarked work that was removed and the location where it appeared before it was removed.
3. A statement, under penalty of perjury, that you have a good faith belief that the material was removed as a result of mistake or misidentification.
4. A statement that you consent either to the jurisdiction of (a) the Federal District Court for the judicial district in which your address is located, or (b) any judicial district in which EDMX is located if your address is located outside of the United States. Please also include a statement that you will accept service of process from the person who sent the original infringement notice to EDMX, or an agent of such person.
We will respond to all such notices and comply with applicable laws. We reserve the right to remove content alleged to be infringing without prior notice and at our sole discretion. We also reserve the right to terminate a user’s account if the user is determined to be a repeat infringer.
Please send us your copyright or trademark notices here or by mail, courier or fax to the following:
Attn: Copyright Agent
48 Wall Street 5th floor, NY, NY 10005