Effective Date: December 3, 2018
The specific Service(hereinafter “Service”) AXLRY provides constitutes offering a digital platform that enables Users of the App to create and modify User profiles (Artist or Director), upload, share, or link User’s with additional content, media, music, videos, story-boards, treatments, to discover, match and connect with other Users who in turn provides their own service including but not limited to: VIDEO AND MEDIA PRODUCTION, or MUSIC AND PERFORMANCES or APPEARANCES
(hereinafter “User Services”).
If you are a User of the AXLRY App, you acknowledge and agree you are not an employee, owner, joint venture, partner or agent of AXLRY, and that there is no employment agreement between USER and AXLRY. In addition, if you are a User, you further understand and agree that you have no authority to bind AXLRY and you will not make any representations to any party that you have any authority to bind AXLRY, as an employee, partner, agent or otherwise. User acknowledges and agrees that AXLRY’s provision of Service to Users creates a direct business relationship between User and AXLRY. User acknowledges and agrees that AXLRY is not responsible or liable for the actions or inactions of a USER in relation to AXLRY, User Services or possible Third Party Services. User shall have the sole responsibility for any obligations or liabilities to a Third Party that arise. User acknowledges and agrees that User is solely responsible for taking such precaution as may be reasonable, necessary and proper (including asking User or Third Parties about payment, adequate training, licenses, permits and insurance that meets the requirements of all applicable laws and regulations) regarding any acts or omissions of a USER or Third Party. User acknowledges and agrees that User will not request any unlawful services from another USER. User acknowledges and agrees that upon User’s request User Services may provided to User, but is not guaranteed. User further expressly agrees that any User Services requested from any User that were discovered, matched, or connected through the AXLRY App, will bearranged through the AXLRY App. Once a User is or has been discovered or connected with another User, any effort or attempt by User to avoid going through the AXLRY App to request User Services or any lawful services from User or Third Party will be deemed a breach of these Terms. User’s account will immediately be suspended.
Subject to User’s compliance with these Terms, AXLRY grants you a limited, non-exclusive, non-sublicenseable, revocable, non-transferable license to: 1) access and use the App on your mobile device or personal computer solely in connection with User’s use of the AXLRY Service; and 2) access and use the content, information and related materials that is made available directly through the App and/or Service, in each case solely for your personal use. Any rights not expressly granted herein are reserved by AXLRY.
User agrees that User may not: 1) remove any copyright, trademark or other proprietary notices from any portion of the Service; 2) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the App, Service except as expressly permitted by AXLRY; 3) decompile, reverse engineer or disassemble the App or Service except as may be permitted by applicable law; 4) link to, mirror or frame any portion of the App or Service; 5) cause or launch any programs or scripts for the purpose of indexing, surveying, or data mining any portion of the App or Service or unduly hindering the operation and/or functionality of any aspect of the App or Service; or 6) attempt to gain unauthorized access to or impair any aspect of the App or Service or its related systems or networks.
Service and all rights therein are and shall remain AXLRY’s property or the property of AXLRY’s owners. Neither these Terms nor User’s use of the App or Service convey or grant User any rights: 1) in or related to the App or Service except for the limited license granted above; or 2) to use or reference in any manner AXLRY’s company names, logos, product and service names, trademarks, or service marks or those of AXLRY’s owners.
The App and Services are not available for use by persons under the age of 18. User may not authorize Third Parties to use User’s Account, and User may not allow persons under the age of 18 to receive Service from Third Party providers unless they are accompanied by a registered User of the App. User may not assign or otherwise transfer User’s Account to any other person or entity, without first obtaining AXLRY’s written consent. User agrees to comply with all applicable laws when using the Service, and User may only use the Service for lawful purposes (e.g. not allowed to use Service to commit any civil or criminal crimes). User will not in the use of Service cause damages, monetary or otherwise, to another User or any third party.
In certain instances, User may be asked to provide proof of identity to access or use the App or Service. User agrees to be denied Service if User refuses to provide proof of identity.
AXLRY may, in AXLRY’s sole discretion, ask or permit User from time to time to submit, upload, publish or otherwise make available to AXLRY through the Service textual, audio, and/or visual content and information, including but not limited to any information and content related to the User’s respective profile, information, intellectual property, and or business entity (hereinafter “User Content”). Any User Content provided by User remains User’s or User’s business’s property. However, by providing such User Content, User is granting AXLRY perpetual access to that User Content in any manner which will help, benefit, inform, notify, or otherwise AXLRY to better serve you as a User of the App and Service. AXLRY reserves the right to access and use said User Content at any time, for any reason, without further consent from User. Should the occasion arise where User no longer wants to permit AXLRY or other Users to have access to any said User Content, User agrees and acknowledges that User will immediately notify and inform AXLRY of User’s intent to revoke access. AXLRY represents and warrants that AXLRY will address and field any and all requests by Users or User’s Business within twenty (20) business days.
User represents and warrants that: 1) User is either the sole and exclusive owner of all User Content, or User has all rights, licenses, consents and releases necessary to grant AXLRY and other Users the license to access and use the User Content as set forth above, and 2) neither the User Content nor User’s submission, uploading, publishing or otherwise making available such User Content, nor AXLRY’s access or use of the UserContent as permitted herein will infringe, misappropriate, or violate another User or Third Party’s intellectual property or proprietary rights, or rights of publicity or privacy, or rights of public display or performance, or result in the violation of any applicable law or regulation.
User agrees to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful for any purpose, or otherwise offensive, as determined by AXLRY in their sole discretion respectively, whether or not such User Content or material is protected by law. AXLRY may, but not be obligated to review, monitor, or remove User Content at AXLRY’s sole discretion at any time and for any reason without notice to User.
User is responsible for obtaining the data network or internet access necessary to use the App, Service, or User Services. AXLRY will not provide network or internet access for User. If User is using a personal mobile device, User’s mobile network’s data and messaging rates and fees may apply if User accesses or uses the App or Service from a wireless-enabled device. User is responsible for acquiring and updating compatible hardware or devices necessary or may be necessary to access the App or Service, and any updates thereto. AXLRY does not guarantee that the App or Service portions thereof, will function on any particular hardware, device, computer, or other electronic devices. In addition, the App and Service may be subject to malfunctions and delays inherent in the use of Internet, network, and electronic communications.
User understands that the use of the App, Service and/or User or Third Party Services may, and often will, result in monetary charges (hereinafter “Charges”) to User for the Service and/or User Services User receives from AXLRY or another User. However, User understands and acknowledges that AXLRY will facilitate any payments between User and AXLRY only, and AXLRY will NOT facilitate payments of the applicable Charges between User to User, or User to Third Party. For the avoidance of doubt, AXLRY is not responsible or liable for any transaction or Charges between Users at any time. Further User understands and acknowledges that AXLRY will NOT act as User’s limited payment collection agent or depository. Such facilitation of payment of Charges has been agreed to by User and AXLRY pursuant to these Terms.
Charges will be inclusive of applicable taxes where required by law. Charges paid by User are final and non-refundable at all times regardless of User’s decision to terminate use, unless otherwise determined by AXLRY. AXLRY retains the right to request any sum of Charges from a User in return for providing Service to user. User may request, but is not guaranteed any modification or adjustment of Charges from AXLRY. AXLRY will respond accordingly to any request received from a User to modify the Charges for a particular service received by User within twenty (20) business days of receiving the request.
All Charges arising between User and AXLRY are due immediately and payment will be facilitated by AXLRY using the preferred payment method designated in User’s Account, after which AXLRY will send User a receipt by email. If User’s primary Account payment method is determined to be expired, invalid or otherwise not able to be processed or charged, AXLRY may use a secondary payment method in User’s account, if available. If AXLRY still cannot process or charge payment for the Service provided to User, AXLRY will immediately notify User of the issue and reserves the right to withhold further Service until any and all such payment and Charges issues are resolved to AXLRY’s satisfaction.
As between User and AXLRY, AXLRY reserves the right to establish, remove and/or revise Charges for any and all service obtained through the use of the App, Service at any time in AXLRY’s sole discretion. AXLRY will use reasonable efforts to inform and notify User of Charges that may apply, provided that you will be responsible for Charges incurred under User’s Account regardless of User’s awareness of such Charges or the amounts thereof. User may elect to cancel User’s request for Service from AXLRY at any time prior to AXLRY or a User providing Service or User Services.
This payment structure, and all applicable Charges, are intended to fully compensate AXLRY and a User for the Service.
THE APP AND SERVICE AND/OR USER SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” AXLRY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. IN ADDITION, AXLRY, IT’S OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE OPERATION OF THE APP, SERVICE, OR USER SERVICES, REQUESTED BY USER THROUGH THE USE OF THE APP, SERVICE, OR THAT THE APP, SERVICE, USER SERVICES WILL MEET USER’S REQUIREMENTS OR EXPECTATIONS, OR WILL BE UNINTERRUPTED OR ERROR-FREE. AXLRY, IT’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS DOES NOT GUARANTEE THE QUALITY, SUITABILITY, OR ABILITY OF ANY USER OR ANY THIRD PARTY.
USER AGREES THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE APP, SERVICE, AND ANY SERVICE REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH USER, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
THE DISCLAIMERS IN THIS SECTION TWELVE (12) ABOVE DO NOT PURPORT TO LIMIT LIABILITY OR ALTER USER’S RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
IN NO EVENT SHALL AXLRY, IT’S OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS, BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS, LOST OPPORTUNITY, LOST DATA OR INABILITY TO ACCESS DATA, OR OTHERWISE ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH ANY OF THE FOLLOWING: 1) USER’S USE OF, OR RELIANCE ON, THE APP, SERVICE OR USER SERVICES, THIRD PARTY SERVICES, THE CONTENT, USER CONTENT, INCLUDING WITHOUT LIMITATION, ANY PERSONAL INFORMATION, AND ANY OTHER INFORMATION, INTELLECTUAL PROPERTY, BUSINESS RELATED OR OTHERWISE, EITHER CONTAINED IN THE SITE OR SUBMITTED BY USER TO THE SITE OR USER ACCOUNT; 2) USER’S ABILITY OR INABILITY TO USE THE APP; 3) USER’S ABILITY OR INABILITY TO USE OF THE SERVICE; 4) USER’S ABILITY OR INABILITY TO USE OF, OR IMPLEMENTATION OF USER SERVICES FROM ANOTHER USER; 5) ANY TRANSACTION OR RELATIONSHIP BETWEEN USER AND ANOTHER USER, EVEN
AXLRY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND AXLRY’S REASONABLE CONTROL. IN NO EVENT WILL AXLRY’S LIABILITY IN CONNECTION WITH THE APP OR SERVICE EXCEED THE AMOUNTS PAID BY USER TO AXLRY FOR THE APPLICABLE RESPECTIVE SERVICE. TOTAL AGGREGATE LIABILITY ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH ANY OF THE ABOVE SHALL NOT EXCEED THE AMOUNTS PAID BY USER TO AXLRY DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE BRINGING OF ANY CLAIM. IN THE EVENT WHERE THE USE OF THE APP OR SERVICE IS FREE OF CHARGE, AXLRY SHALL NOT BE RESPONSIBLE TO THE USER FOR ANY MONETARY COMPENSATION. USER AGREES THAT ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF, RLATED TO, OR IN CONNECTION WITH ANY OF THE ABOVE, MUST COMMENCE WITHIN ONE-YEAR (1) AFTER THE CAUSE OF ACTION OR CLAIM OCCURS, OR THE CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
AXLRY MAY ALLOW USER TO DISCOVER, MATCH AND COMMUNICATE WITH ANOTHER USER FOR THE PURPOSES OF PROVIDING USER SERVICES TO USER. AXLRY WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY USER, AND USER EXPRESSLY WAIVES AND RELEASES AXLRY FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE USERS. AXLRY’S APP AND SERVICE MAY BE USED BY USER AS A PLATFORM TO BROWSE FOR, DISCOVER, AND CONNECT WITH ANOTHER USER WHO MAY BE ANOTHER USER OR THIRD PARTY PROVIDERS OF SERVICE TO USER. BUT USER AGREES THAT AXLRY HAS NO RESPONSIBILITY OR LIABILITY TO USER, RELATED TO ANY USER OR THIRD PARTY SERVICES OR OTHER SIMILAR SERVICE PROVIDED TO USER BY ANOTHER USER, OR OTHER THIRD PARTIES, OTHER THAN EXPRESSLY SET FORTH IN THESE TERMS. IN THE EVENT THAT USER ELECTS USER SERVICES, USER DOES SO AT THEIR OWN RISK. USER UNDERSTANDS AND ACKNOWLEDGES THAT A USER AND THIRD PARTY SERVICE ARE NOT UNDER AXLRY’S CONTROL AND THAT AXLRY CANNOT BE RESPONSIBLE OR LIABLE FOR SUCH SERVICE
THE LIMITATIONS IN THIS SECTION THIRTEEN (13) ABOVE DO NOT PURPORT TO LIMIT LIABILITY OR ALTER USER’S RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
USER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS AXLRY AND ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS FROM ANY AND ALL CLAIMS, DEMANDS, LOSSES, LIABILITIES AND EXPENSES, (INCLUDING REASONABLE ATTORNEY’S FEES), ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH: 1) USER’S USE OF THE APP OR SERVICE, AND/OR USER SERVICES, AND/OR THIRD PARTY SERVICES OBTAINED THROUGH USER’S USE OF THE APP, SERVICE AND/OR USER SERVICES; 2) USER’S BREACH OR VIOLATION OF ANY OF THESE TERMS;
TO THE EXTENT PERMITTED BY ALL APPLICABLE LAWS, USER HEREBY RELEASES AXLRY FROM ANY AND ALL CLAIMS OR LIABILITY RELATED TO ANY USE OF THE APP, THE SERVICE OR OTHER USER SERVICES, OF A AXLRY USER, OR OTHER THIRD PARTY, REGARDLESS OF WHETHER SUCH SERVICE IS A OFFERING MADE AVAILABLE BY AXLRY THROUGH THE APP AND/OR SERVICE, INCLUDING WITHOUT LIMITATION TO ANY HARM CAUSED TO USER BY ACTION OR INACTION OF A AXLRY USER, OR OTHER THIRD PARTY, WHETHER THROUGH THE AXLRY SERVICE OR NOT, ONLINE OR OFFLINE.
THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
User agrees that any dispute, claim or controversy, arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation or validity thereof, or the use of the App, Service and/or User Services and/or Third Party Services (collectively “Disputes”), that names AXLRY, LLC as a party, may only be instituted ina state or federal court in Cook County, Illinois. User irrevocably consents and submits to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes.
If any portion or provision of Section Fifteen (15) above is determined to be unenforceable, than the remainder of Section Fifteen (15) shall remain in full force and effect, and shall be enforced as if the portion ruled unenforceable were not contained herein.
These Terms are governed and construed in accordance with the laws of the State of Illinois, U.S.A., without giving effect to any conflict of law principles, or actual state or country of residence.
User may not assign these Terms without AXLRY’s prior written approval. AXLRY may assign these Terms without User’s consent to: 1) a subsidiary or affiliate; 2) an acquirer of AXLRY’s equity, business or assets; 3) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between User and AXLRY as a result of these Terms. If any section, provision or portion is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. AXLRY’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by AXLRY in writing.