Tixguru Terms Of Use

Last revised: Oct 1, 2016.

INTRODUCTION

Welcome to Tixguru. Tixguru is both a web-based platform and a community. As a platform, it’s a place to write and test trading algorithms. As a community, it’s a place to meet other algorithm writers and to share algorithms, tools, ideas, strategies, and trading experiences. By sharing algorithms and other content, members of the Tixguru community can use, adapt, and learn from each other. Your access and use of Tixguru, including your use and adaptation of algorithms and other content accessible shared by other members of the Tixguru community are subject to the Terms of Use set forth below.

We encourage you to share your algorithms and other content you own, and we encourage you to use, adapt, and learn from others’ shared algorithms and other content. You may, however, decide to keep private some or all of the algorithms that you write and test on Tixguru. If you choose to keep some or all of your algorithms private, we will respect that decision, subject to our Privacy Policy and these Terms of Use. You can access our Privacy Policy through the privacy policy link posted at the bottom of our home page https://www.Tixguru.com or by going directly to https://www.Tixguru.com/policies#privacy.

AGREEMENT

These Terms of Use constitute a legally binding agreement between Tixguru Inc. ("Tixguru", "us" or "we") and you (“you”), the individual listed in the account registration form the completion of which requires you to click the applicable “I Agree” box, and sets forth the terms and conditions that govern your use of Tixguru.com (the "Site") and/or any related services (the "Services") accessed through the Site. Through the Tixguru platform, we intend to provide supplemental services (“Supplemental Services”) in addition to the basic Services available to all registered users of Tixguru (“Basic Services”). In these Terms of Use we use the term “Services” to also include both the Basic Services and any Supplemental Services for which you register. Your use of any Supplemental Services may be subject to additional terms (“Supplemental Terms”). We will list any Supplemental Terms in these Terms of Use or will present to you for your consideration and, if satisfactory to you, acceptance when you register to use the applicable Supplemental Services. If any of these Terms of Use are inconsistent with any Supplemental Terms applicable to any Supplemental Services, the Supplemental Terms will take precedence with respect to your use of such Supplemental Services.

We refer to these Terms of Use and any applicable Supplemental Terms as the “Agreement.” We may update or amend these Terms of Use and any applicable Supplemental Terms from time to time by posting such updates or amendments to the Site. Your use of the Site or any applicable Supplemental Services after we post any such updates or amendments will constitute your agreement to those updates or amendments.

THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

PLEASE CAREFULLY READ THESE TERMS OF USE AND ANY SUPPLEMENTAL TERMS BEFORE ACCESSING THE SITE OR USING ANY OF THE SERVICES. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS OR IF YOU CANNOT REMAIN IN COMPLIANCE WITH SUCH TERMS AND CONDITIONS, YOU MAY NOT ACCESS THE SITE OR USE ANY OF THE SERVICES AND SHOULD IMMEDIATELY CEASE SUCH ACCESS AND USE. IF YOU DO NOT AGREE WITH THE SUPPLEMENTAL TERMS APPLICABLE TO ANY SUPPLEMENTAL SERVICES, YOU MAY NOT ACCESS THE SITE TO USE SUCH SUPPLEMENTAL SERVICES AND SHOULD IMMEDIATELY CEASE SUCH ACCESS AND USE.

1. Limited License; Use of Services.

Unless otherwise specified, Tixguru grants to you a non-exclusive and non-transferable limited right and license to access the Site and use the Services for your personal use or for your internal business purposes (but not on behalf of any third party) provided that you agree with and comply fully with the provisions of this Agreement. Certain features of the Site or Services are available only to users who register for a Tixguru account (“Registered Users”).

You acknowledge and understand that we provide tools and infrastructure designed to allow you to learn, create, test, and use your algorithms and algorithmic trading strategies. To be clear, we do not provide the algorithms and strategies, but rather the tools to create them and the data with which you can test and use them. You can create your own algorithms or use algorithms made available on the Site as Shared Content (as defined below). Our responsibility for your algorithms or your use of algorithms provided as Shared Content is only as provided herein.

2. Accounts, Passwords and Security.

To become a Registered User, you must complete the registration process by providing Tixguru with current, complete and accurate personally identifiable information, including, without limitation, your real name and the email address through which we can correspond with you, as prompted by the applicable registration form. You further agree to keep any registration information you provide to Tixguru current, complete and accurate. Please read our Privacy Policy, which is available at https://www.Tixguru.com/policies#privacy, for more information about our information collection and use practices. Individuals under the age of 13 are not permitted to register for any account or use other interactive features of the Site. As part of the registration process, you are asked to select a username and password. You are entirely responsible for maintaining the security and confidentiality of your account information, including your username and password. FURTHERMORE, YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES AND CONDUCT, WHETHER BY YOU OR ANYONE ELSE, THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. We may hold you liable for any losses incurred by Tixguru or any other party due to someone else’s use of your account or password. You agree to notify Tixguru immediately upon your becoming aware of any unauthorized use of your account or any other breach of security involving your account. Tixguru will not be liable for any loss that you or any other party may incur as a result of someone else’s use of your password or account, either with or without your knowledge.

3. Prohibited Activities.

We use the term “Content” to mean entire or partial algorithms, code and code segments, trading strategies, data transformations, data analysis and manipulation functions, tools, software, data, databases, text, messages, images, graphics, video files, audio files, ideas and other information and materials. We use the term “Shared Content” to mean the Content (other than third party data) that we, you, or other Registered Users of Tixguru post in publicly accessible areas of the Site and Services. Third party data is subject to the terms and conditions of the provider of such data. Other than as provided at the end of this Section in respect of Shared Content, you acknowledge and agree that you will not:

We reserve the right to cancel your account with us, without any notice to you as provided in Section 19, if we suspect any violation of any of the terms of this Agreement.

4. No Liability for Shared Content or Third Party Content.

A portion of the Content contained on the Site or Services not in the nature of Shared Content may be supplied by third parties (“Third Party Content”), including, without limitation, information providers, advertisers, and Registered Users. Tixguru is a distributor (and not a publisher) of such Third Party Content. Except to the extent that Tixguru seeks to enforce its rights under any of the terms of this Agreement, Tixguru does not have editorial control over any Shared Content or Third Party Content. Any reliance you place on Shared Content or Third Party Content is therefore at your own risk. Any Shared Content, Third Party Content, including, without limitation, such Content in the nature of opinions, advice, statements, services, offers, or other information, expressed or made available on the Site or through the Services are those of the respective authors or distributors thereof, and not Tixguru. Neither Tixguru nor any third-party provider or distributor of information on or through the Site or Services guarantees, endorses, or is otherwise responsible or liable for the accuracy, completeness, timeliness, reliability, availability, or usefulness of any Content accessible through the Site or Services. Tixguru may remove any Content suspected to be in violation of the terms of this Agreement.

5. Proprietary Rights.

You retain ownership of all Content you submit, post, display, or otherwise make available on the Site or Services.

Unless you choose to share your Content, we will use reasonable best efforts to keep your Content private. Tixguru will not review, share, or otherwise make use of private Content except as specifically provided in our Privacy Policy or this Agreement. With respect to this Agreement, Tixguru may access, review, share, or otherwise make use of private Content in the following circumstances (including in source code or similar form):

Tixguru is seeking high-quality strategies to invest in. Towards that end, we may review the results of your backtests and live trading. We may review the performance and other "data exhaust" of your Content. Such performance information includes, but is not restricted to, returns and risk measurements of any backtest or live trading executed with the Content. We may generate additional performance data from your Content for the purposes of (a) verifying that software platform changes do not change or break your algorithm or (b) analyzing standardized performance results. Any testing or evaluation will be done with the spirit and intent of protecting your Content.

We may share anonymized and/or aggregated algorithm performance statistics with third parties. Any such external or third party usage of performance data will not be made when such usage of performance data would reveal the details and workings of the underlying Content.

You may choose to share your Content on the Site and Services by posting it in public areas of the Site and Services. By so posting any of your Content in public areas of the Site and Services, you hereby grant to us and other Registered Users a worldwide, sublicensable, assignable, royalty-free, fully paid, perpetual, irrevocable right and license to make, have made, use, reproduce, modify, translate, distribute, transmit, create derivative works of, perform, display, import, and otherwise exploit, without the requirement to make any payment to you or the need to seek any third party permission, such Content in any form, media, or technology, whether now known or hereafter devised or developed, and to allow others to do the same, but at all times, in accordance with Tixguru’s Privacy Policy. You represent that (i) you have the legal right to provide the Content to Tixguru for purposes of your grant of the license you have granted to Tixguru and other Registered Users in the preceding sentence of this paragraph and (ii) all Content is true, accurate, current and complete, including the information about your accounts maintained at other web sites, as requested in our “add account” setup forms.

You understand and acknowledge that (i) the software, code, proprietary methods and systems used to provide the Site or Services, (ii) the design, look and feel of our template reports, (iii) the graphical elements of our template reports, (iv) the Content (other than the Content submitted by you or on your behalf or Shared Content owned by you or other Registered Users), and (v) any intellectual property therein (collectively, "Our Intellectual Property") may not be copied, modified, reproduced, republished, posted, or transmitted unless it is Shared Content, and no Content (other than Content submitted by you or on your behalf) may be sold, offered for sale, or redistributed in a commercial manner without our prior written permission and the prior written permission of our applicable licensors (if applicable). You acknowledge and agree that Our Intellectual Property is the sole property of Tixguru or its licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Intellectual Property. Nothing in this Agreement grants you any right to receive delivery of a copy of Our Intellectual Property or to obtain access to Our Intellectual Property except as generally and ordinarily permitted through the Site according to this Agreement. Furthermore, nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license to Our Intellectual Property. Certain of the names, logos, and other materials displayed on the Site or in the Services constitute trademarks, trade names, service marks or logos ("Marks") of Tixguru or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Any use of third party software provided in connection with the Site or Services will be governed by such third parties’ licenses and not by this Agreement.

6. Feedback.

In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to our Site or Services (collectively "Feedback"), you agree we may use the Feedback to modify our products and services and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, sublicensable, assignable, royalty-free, fully paid, perpetual, irrevocable right and license to make, have made, use, reproduce, modify, translate, distribute, transmit, create derivative works of, perform, display, import, sell, offer for sale, make, have made and otherwise exploit, without the requirement to make any payment to you or to any third party or the need to seek any third party permission, the Feedback in any form, media, or technology, whether now known or hereafter devised or developed, and to allow others to do the same. This is true whether you provide the Feedback in any Content submitted publicly or privately, email or any other method of communication with us unless we have entered into a separate written mutual agreement with you that provides otherwise.

7. Social Networks.

In using certain Services, you authorize us to act on your behalf to access and interact with social networking sites such as Facebook and Twitter (any such site, a "SN Site") to retrieve Content and information from, and/or submit information to, such SN Sites at your request. We will not collect your username and password for any such SN Site, and we will instead store the unique authorization code (or a “token”) provided to us by the SN Site to access it on your behalf. You can revoke our access to an SN Site at any time by amending the appropriate settings from within your account settings on that site and/or on our Site. You should note that an SN Site may change or amend its guidelines and our access to it at any time, and we cannot guarantee that our Services will always include a connection to such SN Site. Further, you may be able to edit your privacy settings for the Content that you post which appears on SN Site by making selections in your “Edit Profile” settings via the Site and Services. You represent and warrant that you will comply at all times with the relevant terms and conditions of any SN Site in using our Site and Services. You also agree to follow each SN Site’s code of conduct (where applicable) when interacting with content from and posting Content to such SN Site and to file an abuse report with the applicable SN Site for Content which violates the code of conduct or terms of use for that third party site.

8. Privacy and Security.

We are committed to your privacy and security. For more information, you should review our Privacy Policy at https://www.Tixguru.com/policies#privacy. By agreeing to these Terms of Use, you acknowledge that you understand that "perfect security" cannot be attained on the Internet, and that you understand and agree that we only agree to take reasonable steps to help ensure the security of your personal information and that such steps do not guarantee that the Site and the Services are invulnerable to all security breaches or immune from viruses, security threats or other vulnerabilities. We do not warrant that your information will be secure.

9. Disclaimer of Warranties.

THE SITE AND THE SERVICES, AND ANY CONTENT, TOOLS, PRODUCTS OR SERVICES DISPLAYED, ACCESSED OR OBTAINED ON OR THROUGH THE SITES AND SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE", AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, AVAILABILITY, INTEGRITY, RELIABILITY OR TRANSMISSION OR RESPONSE TIME, DATA ACCURACY, AVAILABILITY, COMPLETENESS, RELIABILITY OR TIMELINESS, SUITABILITY OF CONTENT OR SERVICES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Tixguru AND ITS AFFILIATES, SUPPLIERS, AND AGENTS DO NOT WARRANT AND EXPRESSLY DISCLAIM THAT: (i) YOUR USE OF THE SITES AND/OR SERVICES AND ACCESS TO AND USE OF ALL OF THE TOOLS AND FEATURES THEREON WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, OR SECURE, (ii) THAT ANY INFORMATION OBTAINED THEREIN IS ACCURATE, RELIABLE, COMPLETE OR TIMELY, (iii) THAT DEFECTS WILL BE CORRECTED, OR (iv) THAT ANY SOFTWARE, SERVICES, SITES OR SERVER(S) ON WHICH THE SERVICES AND SITES ARE HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SITE AND THE SERVICES AND ANY CONTENT PROVIDED ON OR THROUGH THE SITES AND SERVICES ARE ENTIRELY AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE Tixguru SITE, SERVICES OR BROKERAGE CONNECTION SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. From time to time, we may offer new “beta” features or tools with which Registered Users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at our sole discretion. The provisions of this Section apply with full force to such features or tools.

YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD US LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF OTHER SITES ACCESSIBLE THROUGH THE SITE OR SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. WE MAKE NO WARRANTY THAT ANY GOODS OR SERVICES PROVIDED BY THIRD PARTIES IN CONNECTION WITH YOUR ACCESS AND USE OF THE SITE AND SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SITE AND/OR THE SERVICES.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR CONTENT AND COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND SERVICES. OTHER THAN TO EVALUATE THE PERFORMANCE OF ALGORITHMS FOR COMPLIANCE WITH OUR CONTEST RULES AND POSSIBLE ALLOCATION TO YOU UNDER SEPARATE LICENSE, YOU UNDERSTAND THAT WE DO NOT MAKE ANY ATTEMPT TO VERIFY ANY CONTENT POSTED ON THE SITE BY YOU OR ANY OTHER USERS.

THE DISCLAIMERS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.

10. Investment Disclaimer.

You acknowledge and understand that the Services are not intended to supply investment, financial, tax or legal advice. The Services are not investment advice and any observations concerning any security, trading algorithm or investment strategy provided in the Services is not a recommendation to buy, sell or hold such investment or security or to make any other investment decisions. We offer no advice regarding the nature, potential value, risk or suitability of any particular investment strategy, trading algorithm, transaction, security or investment. You acknowledge and agree that any use of the Services, any decisions made in reliance on the Services, including any trading or investment decisions or strategies, are made at your own risk.

If investment, trading or other professional advice is required, the services of a competent, licensed professional should be sought. No employee, agent or representative of Tixguru is authorized to provide any such advice pursuant to this Agreement, and any such advice, if given, is in violation of Tixguru's policies, is unauthorized and may not be relied upon.

Any order and/or execution trading services you may use in connection with the Services are provided by independent broker-dealers and not by Tixguru. In order to use the Services to enter orders for the purchase and sale of securities and/or to implement any investment strategy or trading algorithm, you must have an existing brokerage account with such a broker-dealer or establish one. We are not a broker-dealer and we are not affiliated with any broker-dealer, further, we do not endorse or recommend the services of any broker-dealer. Upon your request, we can provide you with information about broker-dealers that will allow order entry and trading by customer accounts that use our services. The broker-dealer where you maintain an account is solely responsible for its services to you and you agree that we are not liable for any damages or costs of any type whatsoever connected with those services including, but not limited to, trading losses. Please refer to Tixguru Supplemental Terms of Use for Brokerage Connection Services for more information, located here: https://www.Tixguru.com/policies#live_trading.

You are Solely Responsible for Input Correctness and Accuracy. The quality of the product's analysis and optimization depends on the user's inputs. While automated guidance and value generation has been made available in the product to ease and expedite your entry of the parameters required for the product's analysis and optimization, you, as Registered User of the system, are solely responsible for ensuring the quality of all its inputs. As such, you must carefully review all input parameters and modify their values in all ways necessary to ensure their accuracy and fidelity. While there are other factors governing analysis and optimization accuracy, the quality of the product outputs depends on the accuracy of your inputs. For the avoidance of doubt, Tixguru makes no representations or warranties regarding the accuracy of its reverse-engineered inputs, nor for its automated input generation (auto-generate function). Complex Trade Risk: This tool is capable of generating custom solutions of arbitrary complexity (arbitrary contract types, numbers of legs, and leg quantities). The trades generated by the Service may increase beyond what is practical to execute, due to broker execution limits and the difficulties in executing a complex trade in an all-or-none fashion. Moreover, once the trade is executed, the management of a complex trade becomes more difficult than is normally the case. Another factor is that you may not be authorized to execute all contract types found in the solutions generated. Tixguru makes no representation that a solution generated by the Service can be executed and effectively monitored and managed in practice. It is entirely your responsibility to assess the appropriateness, suitability, and practicality of the solutions generated by the optimizer. It is your responsibility to ensure the trade is executable and manageable, and appropriate for your needs.

11. Morningstar Fundamental Data and other Data Disclaimer.

Certain of the information contained in the Tixguru Site and Services: (1) is proprietary to Morningstar Inc. and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. Other third party data providers have similar limitations and their own terms and conditions of use. By using such data at the Tixguru Site or with the Services you are agreeing to be bound by their applicable terms and conditions.

12. Professional Advice Disclaimer.

Our Services are meant as an aid to assist you in organizing and managing your financial information. NEITHER Tixguru NOR THE SERVICE IS INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. Tixguru IS NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR. Your financial situation is unique, and any information obtained through the Service may not be appropriate for your situation. The use and interpretation of the Services requires skill and judgment, and you shall at all times exercise your own judgment in the use of the Services.

13. Limitation of Liability.

YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE AND TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. NEITHER Tixguru NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR SPONSORS ARE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO (i) THE USE OF, DELAYS IN OPERATION, TRANSMISSION OR RESPONSE OF, OR INABILITY TO USE THE SITE OR THE SERVICES; (ii) ANY CONTENT CONTAINED ON THE SITES AND/OR THE SERVICES; (iii) STATEMENTS OR CONDUCT POSTED OR MADE PUBLICLY AVAILABLE ON THE SITES AND/OR THE SERVICES; (iv) ANY PRODUCT OR SERVICE PURCHASED OR OBTAINED THROUGH THE SITES; (v) ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION AVAILABLE ON THE SITES OR THE SERVICES; (vi) ANY DAMAGE CAUSED BY MISTAKES, INACCURACIES, OMISSIONS, ERRORS, INTERRUPTIONS OR LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF ANY CONTENT ON THE SITES OR THE SERVICES, OR (vii) ANY OTHER FAILURE OF PERFORMANCE OF THE SITE OR SERVICES OR OTHER MATTER RELATING TO THE SITE AND/OR THE SERVICES, IN EACH CASE WHETHER OR NOT CAUSED BY EVENTS BEYOND THE CONTROL OF OUR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR SPONSORS, INCLUDING, BUT NOT LIMITED TO, ACTS OF NATURE, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE SITE OR SERVICES OR CONTENT STORED THEREIN. IN NO EVENT SHALL Tixguru'S TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) EXCEED THE GREATER OF: (i) ONE HUNDRED DOLLARS ($100.00) OR (ii) THE TOTAL AMOUNT PAID OR PAYABLE BY YOU TO US, IF ANY, FOR USING ANY OF THE SERVICES OR THE SITE IN THE THREE (3) MONTHS PRIOR TO THE DATE ON WHICH YOU FIRST ASSERT A CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF CERTAIN TYPES OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

14. Indemnification.

You agree to indemnify, defend, and hold Tixguru and its subsidiaries, affiliates, officers, directors, agents, co-branders, sponsors, distributors, or other partners, employees, and representatives harmless from and against any and all claims, demands, actions, causes of action, damages, losses, costs or expenses (including reasonable attorneys' fees and disbursements) which arise or relate, directly or indirectly, out of, from or to (i) your breach of this Agreement or violation of any applicable law or regulation, (ii) any allegation that any materials that you submit to Tixguru infringe, misappropriate, or otherwise violate the copyright, trade secret, trademark or other intellectual property rights, or any other rights of a third party, or (iii) access or use of the Site and/or the Services by you or anyone using your Tixguru account. This Section shall survive in the event this Agreement is terminated for any reason.

15. Release.

To the extent permitted under applicable laws, you hereby release Tixguru from any liability related to: (a) any incorrect or inaccurate Content posted on the Services, whether caused by any user of the Services (including, without limitation, any Registered User) or by any of the equipment or programming associated with or utilized in the Services; (b) the conduct, whether online or offline, of any user of the Services (including, without limitation, any Registered User); (c) any loss or damage caused by Content posted on the Services or transmitted by and to Registered Users, or any interactions between users of the Site (including, without limitation, any Registered User), whether online or offline; and (d) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user or Registered User communications. If you are a California resident, you hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

16. Copyright Violations.

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent identified below the following information:

17. Jurisdictional Issues.

Tixguru makes no representation or warranty that the content and materials on the Site and/or the Services are appropriate or available or appropriate for use in locations outside the United States. Those who choose to access the Site or use the Services from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable. Tixguru reserves the right, at any time in its sole discretion, to limit the availability and accessibility of the Site and/or the Services to any person, geographic area, or jurisdiction it so desires, and to limit the quantities of any such Service or products that it provides.

18. Arbitration Agreement And Jury Trial Waiver, Class Action Waiver, And Forum Selection Clause.

All controversies, disputes, demands, counts, claims, or causes of action between you and Tixguru arising out of, under, or related to these Terms of Use or our privacy practices (including any action we take or authorize with respect to information about or provided by you) shall be settled exclusively through binding arbitration.

  1. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by these Terms of Use, and unless agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).
  2. You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
  3. You and Tixguru must abide by the following rules: (i) for any claim that could otherwise be brought in small claims court, the arbitration shall be conducted solely based on written submissions and, if the arbitrator deems it appropriate, a telephonic hearing; (ii) if the claim exceeds what can be recovered in a small claims court, the arbitration shall be conducted solely based on written submissions or a telephonic hearing, unless the arbitrator deems a face-to-face hearing is appropriate, in which case one should be held at a location agreed to by you and Tixguru, and if the parties cannot agree on a location for the hearing, the arbitrator will determine a location for the proceedings which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; (iii) the arbitrator’s ruling is binding and not merely advisory; (iv) ANY CLAIMS BROUGHT BY YOU OR Tixguru MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (v) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING; (vi) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Tixguru will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (vii) Tixguru also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (viii) the arbitrator shall honor claims of privilege and privacy recognized at law; (ix) a decision by the arbitrator (including any finding of fact and/or conclusion of law) against either you or Tixguru shall be confidential unless otherwise required to be disclosed by law or by any administrative body and may not be collaterally used against either of them in existing or subsequent litigation or arbitration involving any other person/Tixguru customer; and (x) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses.
  4. Notwithstanding the foregoing, either you or Tixguru may bring an individual action in small claims court. In addition, if you are a Registered User outside of the United States, the dispute resolution provision in our Privacy Statement (if any), and not this arbitration provision, shall apply to any disputes related to privacy. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration provision. Such claims shall be exclusively brought (unless such courts do not have personal jurisdiction in the dispute) in the courts located in New York, New York. Additionally, notwithstanding this arbitration provision, either party may seek emergency equitable relief before such courts in order to maintain the status quo pending the arbitrator’s ruling, and hereby agree to submit to the personal jurisdiction of such courts. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
  5. With the exception of subparts (iv) and (v) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (c) or (d) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Tixguru shall be entitled to arbitration. In the event this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action between you and Tixguru shall be exclusively brought in the state or federal courts specified in subsection “(d)” above.
  6. For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.

19. Termination.

This Agreement shall remain effective until terminated in accordance with its own terms and conditions. You agree that Tixguru, in its sole discretion, may terminate your password, account (in whole or in part), or use of the Site or Services, and remove and discard any Content within the Sites, at any time and for any reason. You agree that any actions taken under this Section may be effective without prior notice to you. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICES OR DELETION OF YOUR ACCOUNT OR YOUR SUBMISSION MATERIALS. In the event of termination, however, those Sections in this Agreement which, by their nature, survive termination of the Agreement shall so survive. Specifically, and without limitation, the license you have granted to Tixguru and to third parties to use any Shared Content survives the termination of this Agreement.

20. General Information.

This Agreement constitutes the entire agreement and understanding between you and Tixguru and governs your use of the Site and the Services, superseding any prior agreements between you and Tixguru. This Agreement and the relationship between you and Tixguru shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. The failure of Tixguru to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severed herefrom and shall not affect the validity and enforceability of any remaining provisions. The section titles in this Agreement are for convenience purposes only and have no legal or contractual effect. This Agreement is not assignable, transferable or sub-licensable by you. However, we may assign this Agreement to any third party whom we choose without your consent and/or without notice to you. No waiver by Tixguru of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder.

21. Electronic Communications.

You acknowledge and understand that (a) we can only give you the benefits of accessing the Site and using the Services by conducting business through the Internet, and therefore we need you to consent to our giving you Communications (defined below) electronically, and (b) this Section 21 informs you of your rights when receiving Communications from us electronically. For contractual purposes, you: (i) consent to receive communications from us in an electronic form and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that we provide to you electronically satisfy any legal requirement that such Communications would satisfy if they were in writing. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. The foregoing does not affect your non-waivable rights. You may also receive a copy of this Agreement. You may withdraw your consent to receive Communications electronically by contacting us in the manner described below. If you withdraw your consent, from that time forward, you must stop using the Site and Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all Communications without interruption.

22. Modification to Services.

We reserve the right to modify or discontinue the Site and any or all of the Services with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Site and/or any or all of the Services. If you object to any such changes, your sole recourse will be to cease access to the Site and/or Services, as applicable. Continued access to the Site and/or Services, as applicable, following notice of any such changes will indicate your acknowledgment of such changes and satisfaction with the Site and/or Services, as applicable, as so modified.

23. Amendments and Modifications of this Agreement.

Tixguru may amend or modify this Agreement and any Supplemental Terms from time to time and at any time. If any such amendment or modification is material, we will post notice of it on the Site’s home page or by email to Registered Users. Your access of the Site and use of the Services following any such amendment or modification shall be deemed your acceptance of such amendment and modification. You agree to review the Agreement periodically to be aware of such amendments and modifications.