Terms of Use
Welcome to website located at http://www.austinmusicweekly.com (the “Site”), which is owned and operated by River City Live, LLC, a Texas limited liability company (“Company”). These Terms of Use (these “Terms of Use”), together with the User Subscription Agreement previously made and entered into by and between you (“You” or “Your”) and Company (the “Subscription Agreement”), shall govern Your use of the Site.
Carefully read each and every term and condition of these Terms of Use in its entirety (as it may be modified by Company from time-to-time). Your access and use of the Site in any way is evidence of your awareness and acceptance of these Terms of Use (as it may be modified by Company from time-to-time).
Company may update, revise, supplement, amend, waive or otherwise modify these Terms of Use from time-to-time, and at any time, by posting such updates, revisions, supplements, modifications or amendments (collectively, “Modification”, “Modifications”, “Modify”, or “Modified”) on the Site. Any such Modification shall be effective immediately upon its posting on the Site, and will only be applicable to disputes arising, or arising out of events occurring, after such posting has been made. Company will provide You with notice of any Modifications through Your account with the Site; however, You are solely responsible for monitoring and reviewing all Modifications. Thus, Company encourages you to check this page periodically for any Modifications. Your access and use of the Site in any way after any Modification is posted on the Site is evidence of your acceptance of such Modification.
If You do not agree to any terms or conditions of these Terms of Use (as it may be Modified from time-to-time), then You are strictly prohibited from accessing or making any use of the Site or any goods or services provided or to be provided under or in connection with the Site.
If You are under the age of eighteen (18) years, then You are strictly prohibited from accessing or making any use of the Site or any goods or services provided or to be provided under or in connection with the Site or these Terms of Use.
1. Proprietary Rights. The Site (together with all elements and derivatives thereof, all content found thereon, and all intellectual properties associated therewith like copyrights, trademarks, patent rights, and trade secrets, including without limitation and by way of example only, all audio-only works, all video-only works, all audio-video works, all photographs, all illustrations, graphics and other visual works, literary works, all software, and all codes) is the sole and exclusive property of Company or, with regard to certain elements of the Site, the sole and exclusive property of a third party who has licensed the same to Company (with these Terms of Use being a permissible sublicense thereof). Your right to access and use the Site is not coupled with an interest. In no event shall You own, have or retain any rights, titles or interests in or to the Site, any elements or derivatives thereof, any content found thereon, or any intellectual property rights associated therewith, other than those limited rights expressly provided for under these Terms of Use and the Subscription Agreement.
2. Reservation of Rights. Nothing in these Terms of Use or the Subscription Agreement shall restrict or limit any rights, titles or interests of Company or Company’s third-party licensor in and to the Site, any elements or derivatives thereof, any content found thereon, or any intellectual property rights associated therewith.
3. User Conduct.
3.1 In General. You shall not engage in, encourage or incite any of the following conduct, regardless of whether You are aware or unaware of such conduct: (a) impersonate any person or entity; (b) use, download, stream, copy, reproduce, modify, adapt, publish, translate, create derivative works from, transmit distribute, perform, display or otherwise exploit the Site or any content found thereon for commercial or non-commercial purposes, except as expressly provided for under these Terms of Use and the Subscription Agreement; (c) engage in activities which involve or concern decryption, security bypassing, computer, software or network hacking, data mining, harvesting of client or personal information, reverse engineering, or the like; (d) gain or attempt to gain unauthorized access to computer systems, networks, information or materials through any means or through the Site; (e) use the Site or the Site’s services in any manner with the intent to interrupt, damage, disable, overburden, or impair the Site or the Site’s services, including, without limitation and by way of example only, sending mass unsolicited messages, “flooding” the Site’s server(s) with requests, or uploading malicious software or spyware programs to the Site; or (f) use the Site or the Site’s services in violation of any international, federal, state or local law, rule or regulation.
3.3 Indemnification. You shall indemnify, release and hold harmless Company and Company’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, assigns and licensees from and against any and all liabilities, claims, suits, demands, actions, judgments, losses, damages, fines, penalties and expenses (including costs and reasonable attorneys’ fees) incurred by or asserted against such indemnitees arising out of or in connection with Your use or misuse of the Site, or Your placement, transmission or distribution of any message, content, software, code or other information or materials on or through the Site.
3.4 Access and Interference. The following practices are strictly prohibited: (a) the systematic retrieval of data or other information or materials from this Site to directly or indirectly create or compile, in whole or in part, a collection, compilation, database or directory; (b) the use of software, program, process, device or routine (including, without limitation and by way of example only, robots, spiders, viruses, and malware) used to monitor, copy, disrupt, interfere with or impermissibly access, in whole or in part, the Site or any content found thereon; (c) “screen scraping,” “database scraping,” or any other practice or activity that serves to obtain data or other information or materials about Company, the Site, or the Site’s users; (d) framing or the use of framing techniques to enclose any trademark, logo or other properties of Company (including images, text, page layout, or form); (e) the use of meta tags or any other “hidden text” utilizing Company’s name or trademarks; (f) the use of any software, program, process, device or routine (including, without limitation and by way of example only, robots, spiders, viruses, and malware) to bypass or circumvent any security measure which Company may utilize to prevent You or others from breaching the terms and conditions of these Terms of Use, or from impermissibly monitoring, impermissibly copying, disrupting, interfering with or impermissibly accessing, in whole or in part, the Site or any content found thereon; and (g) any act that will overload, unreasonably disrupt or unreasonably interfere with the infrastructure of the Site, the Site’s host, or the Site’s server.
3.5 Noncommercial, Personal Use Only. Your authorized use of the Site and any content from the Site is for Your personal, noncommercial use only. Your commercial or non-personal use of the Site or any content found on the Site requires the prior written consent of Company.
4. Privacy. In the course of Your access and use of the Site, You may be asked to provide certain personalized information to Company (the “User Information”). Company’s collection and use policies with respect to the privacy of such User Information are set forth in Company’s Privacy Policy (as it may be modified by Company from time-to-time), which is incorporated herein by reference for all purposes (the “Privacy Policy”). You acknowledge and agree that You are solely responsible for the accuracy and content of the User Information, and that You are solely responsible for keeping the User Information up to date.
5. Explicit Content. Certain content found on the Site may be inappropriate for persons under eighteen (18) years of age. Such content may include explicit language, explicit conduct and/or nudity. Accordingly, You shall not permit any person who is under eighteen (18) years of age to view or become exposed to the Site or any content found thereon.
6. Marketing. Company may present promotions, advertisements or other marketing materials on or through the Site from time-to-time (collectively, the “Marketing Materials”). Your dealings with any third-party Marketing Materials found on or through the Site is solely between You and the third-party advertiser associated with said third-party Marketing Materials, and Company shall not be liable for any loss or damage of any sort incurred as a result of any such dealings with, or as a result of the presence of, the Marketing Materials. Your participation in any promotional or other marketing event is subject to the terms and conditions associated with that event.
7. Third-Party Sites. You may be able to follow a link from the Site to third-party websites (collectively, “Linked Sites”). Company is not responsible for the availability of or content found on the Linked Sites. You acknowledge and agree that Company is not responsible for any content, goods, services, promotions, advertisements, programs, codes or other information or materials which may or may not be found on or arise from the Linked Sites (including, without limitation and by way of example only, malicious software and spyware programs, and illegal content). Links from the Site to the Linked Sites do not constitute an affiliation with, association with or endorsement of the Linked Sites or any content, goods, services, promotions, advertisements, programs, codes or other information or materials which may or may not be found on or arise from the Linked Sites.
8. Unsolicited Materials. Unless specifically requested, Company does not solicit, nor does Company wish to receive, any confidential, secret or proprietary information or materials from You through the Site, by e-mail or in any other way. Any confidential, secret or proprietary information or materials (including, without limitation and by way of example only, photographs, films, music, demos, software, codes, ideas, suggestions, concepts, methods, formulas, systems, designs, plans, and techniques) submitted or sent to Company (collectively, the “Submitted Materials”) shall be deemed not to be confidential or secret, and may be used by Company in any manner that Company sees fit in its sole discretion, provided that such use does not violate the Privacy Policy. By submitting or sending the Submitted Materials to Company, You: (a) represent and warrant to Company that the Submitted Materials are wholly original to You, that the Submitted Materials do not violate the proprietary rights of another person or entity (including, without limitation and by way of example only, copyrights, trademarks, patent rights, trade secret rights, rights of privacy, and rights of publicity), that the Submitted Materials do not defame or disparage another person or entity, and that any so-called “moral rights” of the author (or droit moral) in the Submitted Materials have been waived; and (b) You grant Company the perpetual, irrevocable, royalty-free, unencumbered, non-exclusive and fully transferable right throughout the universe to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, transmit, distribute, perform, display and otherwise exploit the Submitted Materials (in whole or part) in any language and in any manner, medium or form, whether now known or hereinafter devised. Company is not responsible for maintaining, copyrighting, or exploiting the Submitted Materials, and Company may remove, delete or destroy any the Submitted Materials at any time, for any reason or no reason, and without notice to You.
9. Injunctive Relief. You understand and acknowledge that the unauthorized access and use of the Site will cause Company immediate and irreparable harm and significant injury, which may be difficult to measure with certainty or to compensate through monetary damages. Therefore, You agree that in the event You directly, indirectly or inadvertently cause an unauthorized access or use of the Site, Company shall be entitled to obtain a temporary restraining order, a preliminary injunction, a temporary injunction and/or a permanent injunction, without the necessity of a bond, against such breach from any court of competent jurisdiction. Company’s right to obtain such relief shall not limit its right to obtain other remedies. In addition, Company may seek commensurate remuneration for any and all activities required to investigate and verify the unauthorized access or use of the Site.
10. Security. You shall notify Company immediately of any unauthorized access or use of the Site or any content found thereon.
11. Termination of Services. Company may, in its sole discretion, terminate, change, suspend or discontinue any aspect of the Site at any time, for any reason or no reason, and without notice to You.
12. Termination of Terms of Use. These Terms of Use, and the rights granted and services provided to You under these Terms of Use and in connection with the Site, shall automatically terminate upon the earlier of either: (a) the material or immaterial breach of any term or condition of these Terms of Use by or because of You; (b) You providing Company with thirty (30) days prior written notice of termination of these Terms of Use for any reason or no reason; or (c) Company providing You with written notice of the termination of these Terms of Use for any reason or no reason. Upon the termination of these Terms of Use, You shall no longer have the right to subscribe to, access or use the Site. The following rights and obligations of You and Company shall survive the termination of these Terms of Use in perpetuity: (x) all rights and obligations which accrued as of the termination of these Terms of Use; (y) all rights and obligations under Sections 1, 2, 3.4, 4, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18 of these Terms of Use; and (z) any and all other rights and obligations under provisions which by their terms, conditions, nature or implication are expressly stated to, or are intended to, survive the termination of these Terms of Use.
13. Disclaimers.
13.1 General Disclaimer. Your subscription to, access of, and use of the Site in any way is done at Your own risk. Company does not make, nor has Company made, any representations or warranties of any kind or nature (whether direct or indirect, whether oral or in written, or whether express or implied) to You with respect to the Site or any goods or services provided or to be provided under or in connection with the Site or these Terms of Use. Accordingly, Company expressly disclaims any and all express warranties, implied warranties (including, without limitation, implied warranties of merchantability, fitness for a particular purpose, good faith and fair dealing, title, non-infringement, quality, and performance), and warranties arising from conduct, course of dealing, custom and usage in trade. Company has made no affirmation of fact or promise relating to the Site or any goods or services provided or to be provided under or in connection with the Site or these Terms of Use that has become any basis of this bargain. There are no warranties (express, implied or other) that extend beyond the description on the face of these Terms of Use. The Site and any goods and services provided or to be provided under or in connection with the Site or these Terms of Use are provided on an “as is” and “Buyer Beware” or “Subscriber Beware” basis.
13.2 Disclaimer About Certain Information or Content. Any opinions, advice, statements, offers or other information or content found on or made available through the Site are those of their respective authors and not of Company, and should not necessarily be relied upon. Such authors are solely responsible for the accuracy of such infomration or content. Company does not guarantee, adopt or endorse the accuracy, completeness, reliability or usefulness of any such information or content, and is not responsible for the accuracy, completeness, reliability or usefulness of any such information or content. Under no circumstances will Company be responsible for any loss or damage resulting from Your reliance on any such information or content.
14. General Release and Waiver. You expressly, irrevocably and unconditionally waive, release and discharge Company and Company’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors and assigns from any and all liabilities, claims, suits, demands, actions, judgments, losses and damages (including, without limitation, direct, indirect, punitive and special damages, costs, attorneys’ fees, lost profits, lost business opportunities, and insurance expenses) whatsoever which You or any third party have or may have against them for poor service, indemnification, damage to personal property, breach of or interference with a third-party warranty or contract, negligence, recklessness, products liability, criminal liability, infringement, invasion of the right of privacy, violation of the right of publicity, defamation, disparagement, indecency, obscenity, fraud, misrepresentation, discrimination, indemnification, reimbursement and/or any other legal theory arising from or in connection with the Site or any goods or services provided or to be provided under or in connection with the Site or these Terms of Use.
15. Limitation of Liability. In no event shall Company or Company’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors or assigns be liable to (or be obligated to indemnify) You or any third party for any indirect, punitive or special damages, costs, attorneys’ fees, lost progits, lost business opportunities or insurance expenses for or in connection with any claim of breach of contract, breach of warranty, indemnification, damage to personal property, breach of or interference with a third-party warranty or contract, negligence, recklessness, products liability, criminal liability, infringement, invasion of the right of privacy, violation of the right of publicity, defamation, disparagement, indecency, obscenity, fraud, misrepresentation, discrimination, indemnification, reimbursement and/or any other legal theory arising from or in connection with the Site or any goods or services provided or to be provided under or in connection with the Site or these Terms of Use. In the event a court of competent jurisdiction determines that Company is in breach of these Terms of Use or the Subscription Agreement, Your monetary remedy for said breach shall not exceed the amounts You have actually paid to Company under the Subscription Agreement.
16. Representations, Warranties and Covenants; Indemnification. You represent and warrant to Company that: (a) You are a natural person; (b) You are eighteen (18) years of age or older; (c) You have read these Terms of Use in their entirety; (d) You have the full right and authority to enter into and abide by the terms and conditions of these Terms of Use in their entirety; (e) You understand and acknowledge that, by accepting these Terms of Use, You are giving up certain legal rights and remedies; (f) You voluntarily accept and agree to the terms and conditions of these Terms of Use in their entirety; (g) You will not violate any applicable international, federal, state or local laws, rules or regulations which may concern the Site; and (h) You do not believe that the Site or any content found thereon is offensive, indecent, or obscene. You shall indemnify, release and hold harmless Company and Company’s officers, directors, members, managers, owners, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors, assigns and licensees from and against any and all liabilities, claims, suits, demands, actions, judgments, losses, damages, fines, penalties and expenses (including costs and reasonable attorneys’ fees) incurred by or asserted against such indemnitees arising out of or in connection with any breach or claim of breach of the foregoing representations, warranties and/or covenants.
17. Modification. Company reserves, and shall have, the exclusive right to Modify these Terms of Use, in whole or in part, from time-to-time, and at any time, by posting such Modifications on the Site. Any Modification shall be effective immediately upon its posting on the Site, and will only be applicable to disputes arising, or arising out of events occurring, after such posting has been made. You are solely responsible for monitoring and reviewing all Modifications. Your access and use of the Site in any way after any Modification is posted on the Site is evidence of your acceptance of such Modification.
18. Miscellaneous.
18.1 Relationship of Parties. You and Company acknowledge that no type of fiduciary relationship, agency relationship, employer-employee relationship, independent contractor relationship, joint venture or partnership has or will be created by these Terms of Use. These Terms of Use and the performance of the parties’ obligations hereunder are merely part of an ordinary arm’s length commercial transaction.
18.2 No Assignment or Delegation. You shall not assign, delegate or otherwise transfer any of Your rights or obligations under these Terms of Use without Company’s prior written consent. Any purported transfer without such prior written consent shall be void. Company shall have the unencumbered and unlimited right to freely assign, delegate and otherwise transfer any of its rights and obligations under these Terms of Use.
18.3 Waiver of Rights. A party’s delay or failure to exercise a right or remedy available under these Terms of Use shall not constitute a waiver of such right or remedy. Any waiver of Company’s rights or remedies under these Terms of Use must be in a writing signed by Company.
18.4 Headings. Headings are inserted in these Terms of Use for reference and convenience only and in no way define, limit or describe the scope or intent of these Terms of Use.
18.5 Governing Law; Jurisdiction; Venue. These Terms of Use shall be governed, interpreted and enforced in accordance with the laws of the State of Texas and applicable federal law of the United States of America, regardless of the place of its execution, acceptance or performance and any conflicts of law analysis. For the avoidance of any doubt, The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms of Use. You and Company irrevocably agree, consent and otherwise submit to the exclusive jurisdiction of a court of appropriate jurisdiction located in Travis County, Texas, United States of America for the adjudication of any dispute, controversy or claim arising from or in connection with these Terms of Use.
18.6 Severability. If any term or condition of these Terms of Use is held invalid or unenforceable by a court of appropriate jurisdiction, then said term or condition shall be severed from these Terms of Use and the remaining terms and conditions shall not be affected.
18.7 Conflicts. In the event a term or condition of these Terms of Use conflicts with a term or condition of the Subscription Agreement, then said conflicting term or condition of these Terms of Use shall govern.
18.8 Entire Agreement. These Terms of Use and the Subscription Agreement (as they may be modified by Company from time-to-time) set forth the entire agreement between You and Company and supersedes all prior agreements, if any, made between You and Company (orally or in writing) relative to the subject matter of these Terms of Use and the Subscription Agreement. These Terms of Use shall inure to the benefit of and be binding upon You, Company and their respective affiliates, successors, heirs and assigns.
18.9 Contact. Please direct any questions or comments You may have about the Site, these Terms of Use or the Subscription Agreement to the following:
River City Live, LLC
Attn: Customer Relations
300 W. 6th Street, STE 2030
Austin, Texas 78701
E-mail: customerrelations@austinmusicweekly.com
The foregoing contact information may change from time-to-time.
Dated: November 24, 2010
USER SUBSCRIPTION AGREEMENT
This User Subscription Agreement (this “Agreement”) is by and between you, the individual who has clicked on the “I Agree” button below (“You” or “Your”), and River City Live, LLC, a Texas limited liability company (“Company”), and governs Your subscription to, access of and use of the website located at http://www.austinmusicweekly.com, as well as any content, documents and other materials which may be found on, may accompany or are otherwise provided in connection with said website (collectively, the “Site”).
Carefully read each and every term and condition of this Agreement. If You agree to the terms and conditions of this Agreement in its entirety, then please indicate Your acceptance of this Agreement (as it may be modified by Company from time-to-time) by clicking on the “I Agree” button found at the end of this Agreement.
Company may update, revise, supplement, amend, waive or otherwise modify this Agreement from time-to-time, and at any time, by providing You with notice of any such updates, revisions, supplements, modifications or amendments (collectively, “Modification”, “Modifications”, “Modify”, or “Modified”) through Your account with the Site. Any such Modification shall be effective immediately upon the delivery of such notice, and will only be applicable to disputes arising, or arising out of events occurring, after such delivery has been made. You are solely responsible for monitoring and reviewing all Modifications. Your access and use of the Site in any way after any Modification delivered to You is evidence of your acceptance of such Modification.
If You do not agree to any terms or conditions of this Agreement (as it may be modified by Company from time-to-time), then You are strictly prohibited from subscribing to, accessing or making any use of the Site or any goods or services provided or to be provided under or in connection with the Site or this Agreement.
If You are under the age of eighteen (18) years, then You are strictly prohibited from subscribing to, accessing or making any use of the Site or any goods or services provided or to be provided under or in connection with the Site or this Agreement.
This Agreement (as it may be modified by Company from time-to-time) shall be deemed made and entered into by You and Company as of the date of Your acceptance of this Agreement.
1. Grant of License.
1.1 License. Company grants You a limited, non-exclusive, non-transferable and freely revocable license to access and use the Site (which, when expressly authorized by Company, may include the streaming and/or download of certain content from the Site), as it may exist from time-to-time; provided, however, that, at all times, Your access and use of the Site is subject to the terms and conditions of this Agreement and the Site’s Terms of Use (as they may be modified by Company from time-to-time). You shall have no right to, and under no circumstances (including, without limitation, notions of fair use or other infringement defenses) shall You, copy or reproduce the Site, distribute, transmit, display, perform, disseminate or publish the Site, remove any notices or markings found on or made a part of the Site, circumvent any encryption devices made a part of the Site, modify, alter or change the Site, reverse compile, reverse assemble, reverse engineer or otherwise attempt to access, use or disclose the Site’s source code(s), transfer or sublicense this Agreement to another party, or permit any third party to do any of the foregoing.
1.2 Website Ownership. The Site (together with all elements and derivatives thereof, all content found thereon, and all copyrights, trademarks, patent rights, and trade secrets) is the sole and exclusive property of Company or, with regard to certain elements of the Site, the sole and exclusive property of a third party who has licensed the same to Company (with this Agreement being a permissible sublicense thereof). Your right to access and use the Site is not coupled with an interest. In no event shall You own, have or retain any rights, titles or interests in or to the Site, any content found thereon, or any elements or derivatives thereof other than those limited rights expressly provided for under Section 1.1 of this Agreement.
1.3 Subscription Account. As part of the registration process, you will be asked to select a user name and password (the “Login Information”), and may be asked to provide additional information like your name, gender, and age. You shall only provide accurate information in connection with said registration process. When said registration process is complete, You will be assigned a personal Site account associated with the Login Information (the “Account”). You shall not transfer or sell the Login Information or the Account to another person or entity. You are solely responsible for maintaining the confidentiality of the Login Information, as well as for any and all activities that are conducted through the Account.
1.4 Reservation of Rights. Nothing in this Agreement shall restrict or limit any rights, titles or interests of Company or Company’s third-party licensor(s) in and to the Site. You are not entitled to make any uses of the Site other than those limited uses expressly provided for under Section 1.1 of this Agreement.
2. Confidentiality.
2.1 Non-disclosure. Unless You have the express prior written consent of Company, You shall not directly or indirectly disseminate, divulge, transmit, publish, transfer, release or otherwise disclose to a third party: (a) the Login Information, or any other passwords or other access codes provided to You by Company; (b) any non-public or proprietary information relating to the Site or the Account that is designated or identified as being “Confidential”, “Proprietary” or of some similar designation; or (c) any non-public or proprietary information relating to the Site or the Account that You know or should know is considered highly sensitive and confidential (collectively, the “Confidential Information”). You must do all things necessary to prevent any of Your family members, roommates, officemates, agents, employees, representatives and other third parties from acquiring or disclosing the Confidential Information. Your agreement of non-disclosure is expressly part of the consideration for this Agreement, and shall survive the termination of this Agreement in perpetuity. If any of the foregoing restrictions are held invalid or unenforceable by a court of appropriate jurisdiction, then it shall be interpreted and enforced to the maximum extent possible to protect Company’s rights in and to the Confidential Information under applicable law.
2.2 Confidential Information Ownership. The Confidential Information (together with all elements and derivatives thereof, including, without limitation, all copyrights, trademarks, patent rights, and trade secrets) is the sole and exclusive property of Company. Your right to use the Confidential Information (if any) is not coupled with an interest. Neither this Agreement nor any disclosure of the Confidential Information grants You a license as to the Confidential Information by implication, estoppel, or otherwise under any copyright, trademark, patent, trade secret, or other proprietary right.
3. Injunctive Relief. You understand and acknowledge that the unauthorized access, use, or disclosure of the Site, the Account or the Confidential Information will cause Company immediate and irreparable harm and significant injury, which may be difficult to measure with certainty or to compensate through monetary damages. Therefore, You agree that in the event You directly, indirectly or inadvertently cause an unauthorized use or disclosure of the Site, the Account or the Confidential Information, Company shall be entitled to obtain a temporary restraining order, a preliminary injunction, a temporary injunction and/or a permanent injunction, without the necessity of a bond, against such breach from any court of competent jurisdiction. Company’s right to obtain such relief shall not limit its right to obtain other remedies. In addition, Company may seek commensurate remuneration for any and all activities required to investigate and verify the unauthorized use or disclosure of the Site, the Account or the Confidential Information.
4. Security. You shall take reasonable steps to maintain the security and confidentiality of communications between You and the Site, including, without limitation, the Login Information. You shall notify Company immediately of any unauthorized use of Site, the Login Information and/or the Account.
5. Termination. This Agreement, the Account and the rights granted and services provided to You under this Agreement and in connection with the Site shall automatically terminate upon the earlier of either: (a) the material or immaterial breach of any term or condition of this Agreement by or because of You; (b) You providing Company with seven (7) days prior written notice of termination of this Agreement for any reason or for no reason; or (c) Company providing You with written notice of the termination of this Agreement for any reason or for no reason. Upon the termination of this Agreement, You shall no longer have the right to subscribe to, access, or the Site in any way. The following rights and obligations of You and Company shall survive the termination of this Agreement in perpetuity: (x) all rights and obligations which accrued as of the termination of this Agreement; (y) all rights and obligations under Sections 1.2, 1.3, 1.4, 2, 3, 4, 5, 6, 7, 8, 9, and 10 of this Agreement; and (z) any and all other rights and obligations under provisions which by their terms, conditions, nature or implication are expressly stated to, or are intended to, survive the termination of this Agreement.
6. Disclaimer. Your subscription to, access of, and use of the Site in any way is done at Your own risk. Company does not make, nor has Company made, any representations or warranties of any kind or nature (whether direct or indirect, whether oral or in written, or whether express or implied) to You with respect to the Site or any goods or services provided or to be provided under or in connection with the Site or this Agreement. Accordingly, Company expressly disclaims any and all express warranties, implied warranties (including, without limitation, implied warranties of merchantability, fitness for a particular purpose, good faith and fair dealing, title, non-infringement, quality, and performance), and warranties arising from conduct, course of dealing, custom and usage in trade. Company has made no affirmation of fact or promise relating to the Site or any goods or services provided or to be provided under or in connection with the Site or this Agreement that has become any basis of this bargain. There are no warranties (express, implied or other) that extend beyond the description on the face of this Agreement. The Site and any goods and services provided or to be provided under or in connection with the Site or this Agreement are provided on an “as is” and “Buyer Beware” or “Subscriber Beware” basis.
7. General Release and Waiver. You expressly, irrevocably and unconditionally waive, release and discharge Company and Company’s officers, directors, owners, members, managers, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors and assigns from any and all liabilities, claims, suits, demands, actions, judgments, losses and damages (including, without limitation, direct, indirect, punitive and special damages, costs, attorneys’ fees, lost profits, lost business opportunities, and insurance expenses) whatsoever which You or any third party have or may have against them for poor service, indemnification, damage to personal property, breach of or interference with a third-party warranty or contract, negligence, recklessness, products liability, criminal liability, infringement, invasion of the right of privacy, violation of the right of publicity, defamation, disparagement, indecency, obscenity, fraud, misrepresentation, discrimination, indemnification, reimbursement and/or any other legal theory arising from or in connection with the Site or any goods or services provided or to be provided under or in connection with the Site or this Agreement.
8. Limitation of Liability. In no event shall Company or Company’s officers, directors, owners, members, managers, partners, agents, employees, representatives, parents, subsidiaries, affiliates, successors or assigns be liable to (or be obligated to indemnify) You or any third party for any indirect, punitive or special damages, costs, attorneys’ fees, lost progits, lost business opportunities or insurance expenses for or in connection with any claim of breach of contract, breach of warranty, indemnification, damage to personal property, breach of or interference with a third-party warranty or contract, negligence, recklessness, products liability, criminal liability, infringement, invasion of the right of privacy, violation of the right of publicity, defamation, disparagement, indecency, obscenity, fraud, misrepresentation, discrimination, indemnification, reimbursement and/or any other legal theory arising from or in connection with the Site or any goods or services provided or to be provided under or in connection with the Site or this Agreement.
9. Representations and Warranties; Indemnification. You represent and warrant to Company that: (a) You are a natural person; (b) You are eighteen (18) years of age or older; (c) You have read this Agreement in its entirety; (d) You have the full right and authority to enter into and abide by the terms and conditions of this Agreement in its entirety; (e) You understand and acknowledge that, by accepting this Agreement, You are giving up certain legal rights and remedies; (f) You voluntarily accept and agree to the terms and conditions of this Agreement in its entirety; and (g) the credit card associated with the Account and on file with Company or Company’s authorized designee is Your credit card, that You have the full right and authority to associate said credit card with the Account, and that You have the full right and authority to charge (and to allow Company and Company’s authorized designee to charge, in accordance with the terms and conditions of this Agreement) the Subscription Fee and any another amounts payable to Company under this Agreement. You shall indemnify, release and hold harmless Company and Company’s officers, directors, owners, members, managers, partners, agents, employees, parents, subsidiaries, affiliates, successors, assigns and licensees from and against any and all liabilities, claims, suits, demands, actions, judgments, losses, damages, fines, penalties and expenses (including costs and reasonable attorneys’ fees) incurred by or asserted against such indemnitees arising out of or in connection with any breach or claim of breach of the foregoing representations and/or warranties.
10. Miscellaneous.
10.1 Relationship of Parties. You and Company acknowledge that no type of fiduciary relationship, agency relationship, employer-employee relationship, independent contractor relationship, joint venture or partnership has or will be created by this Agreement. This Agreement and the performance of the parties’ rights and obligations under this Agreement are merely part of an ordinary arm’s length commercial transaction.
10.2 No Assignment or Delegation. You shall not assign, delegate or otherwise transfer any of Your rights or obligations under this Agreement without Company’s prior written consent. Any purported transfer without such prior written consent shall be void. Company shall have the unencumbered and unlimited right to freely assign, delegate and otherwise transfer any of its rights and obligations under this Agreement.
10.3 Waiver of Rights. A party’s delay or failure to exercise a right or remedy available under this Agreement shall not constitute a waiver of such right or remedy. Any waiver of Company’s rights or remedies under this Agreement must be in a writing signed by Company.
10.4 Headings. Headings are inserted in this Agreement for reference and convenience only and in no way define, limit or describe the scope or intent of this Agreement.
10.5 Governing Law; Jurisdiction; Venue. This Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of Texas and applicable federal law of the United States of America, regardless of the place of its execution, acceptance or performance and any conflicts of law analysis. For the avoidance of any doubt, The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. You and Company irrevocably agree, consent and otherwise submit to the exclusive jurisdiction of a court of appropriate jurisdiction located in Travis County, Texas, United States of America for the adjudication of any dispute, controversy or claim arising from or in connection with this Agreement.
10.6 Severability. If any term or condition of this Agreement is held invalid or unenforceable by a court of appropriate jurisdiction, then said term or condition shall be severed from this Agreement and the remaining terms and conditions shall not be affected.
10.7 Conflicts. In the event a term or condition of this Agreement conflicts with a term or condition of the Site’s Terms of Use, then said conflicting term or condition of the Site’s Terms of Use shall govern.
10.8 Modification. Company reserves, and shall have, the exclusive right to Modify this Agreement, in whole or in part, from time-to-time, and at any time, by providing You with notice of any such Modifications through Your account with the Site. Any Modification shall be effective immediately upon the delivery of such notice, and will only be applicable to disputes arising, or arising out of events occurring, after such delivery has been made. You are solely responsible for monitoring and reviewing all Modifications. Your access and use of the Site in any way after notice of any Modification is delivered to You is evidence of your acceptance of such Modification.
10.9 Entire Agreement. This Agreement and the Site’s Terms of Use (as they may be modified by Company from time-to-time) set forth the entire agreement between You and Company and supersedes all prior agreements, if any, made between You and Company (orally or in writing) relative to the subject matter of this Agreement and the Site’s Terms of Use. This Agreement shall inure to the benefit of and be binding upon You, Company and their respective affiliates, successors, heirs and assigns.
10.10 Contact. Please direct any questions or comments You may have about the Site to the following:
River City Live, LLC
Attn: Customer Relations
300 W. 6th Street, STE 2030
Austin, Texas 78701
E-mail: customerrelations@austinmusicweekly.com
Please refer to the Site’s Terms of Use for any updates or changes to the foregoing contact information, as such contact information may change from time-to-time.
If You agree to each and every term and condition of this Agreement, then please indicate Your acceptance of this Agreement by clicking the “I Agree” button.
Please print and retain a copy of this Agreement for your personal records.
