USER AGREEMENT FOR TRAXX HD SUBSCRIPTION SERVICE
This User Agreement ("Agreement") is a legal agreement between you (either an individual or an entity) and ITRAXX SA ("ITRAXX") for Traxx HD subscription service (the "Service"). The Service includes access to some or all of: audio, video, musical compositions, sound recordings, multimedia presentations, software, graphics, images, photographs, text, data, email, messages and other materials (collectively, "Content"). You may only receive the Service if you are a Service plan subscriber in good standing or if you are in an authorized trial period of the Service.
By clicking on the "Accept" button or otherwise purchasing or using the Service, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON THE "ACCEPT" BUTTON AND DO NOT PURCHASE OR USE THE SERVICE.
You agree to pay to ITRAXX the charges for the Service plan you select using a valid payment method, together with complete, accurate and up-to-date information required on the membership order form. All payments must be in US Dollars (USD) and are accepted subject to collection. ITRAXX reserves the right to reject any payment or order. Your Service subscription starts the day we receive your payment. If you choose the automatic renewal option you authorize ITRAXX to periodically bill the credit card or PayPal™ account you provide, until you non-renew or cancel the Service or the Service is terminated. Charges are billed in advance at the start of the applicable period of Service, in accordance with the prices, plans and terms in effect at time of billing as posted on ITRAXX Web site www.traxx.fm.
YOUR RIGHT TO CANCEL SERVICE
You may cancel or non-renew the Service by accessing your billing options at ITRAXX Web site. For PayPal™ automatic renewals you may also non-renew by stopping ITRAXX recurring charge at PayPal.com. On any non-renewal, ITRAXX must receive notice at least 1 day before your current Service subscription expires to prevent you from being billed for the next automatic renewal.
You understand and agree that cancellation of your Service subscription is your sole right and remedy with respect to any dispute with ITRAXX. This includes, but is not limited to, any dispute involving: (a) any term of this Agreement, or ITRAXX application or enforcement of this Agreement; (b) any policies or practices of ITRAXX, or ITRAXX application or enforcement of these policies or practices; (c) any Content provided through the Service, or any change in the Content provided; (d) your ability to access or use the Service or any Content; or (e) the fees, applicable taxes, payment methods, or any change to the fees, applicable taxes, or payment methods.
ITRAXX RIGHT TO MODIFY OR TERMINATE SERVICE
ITRAXX may modify the terms of this Agreement or the Service, including but not limited to the pricing thereof or the Content provided, upon notice to you. If you decide not to accept the modifications you may elect to cancel the Service. ITRAXX may terminate this Agreement and any Service at any time upon notice to you, or without notice if you violate any term of this Agreement or fail to make payment when due. In the event that ITRAXX terminates this Agreement or the Service, you will be entitled to a pro-rata refund of amounts you have already paid for any time periods following the effective date of termination. Your obligation to pay accrued charges and fees shall survive any termination of this Agreement.
An online account with ITRAXX is required to purchase and use the Service. Personal information you provide when creating or updating such an account includes your name, email address, passwords, location, billing and payment information. ITRAXX uses your personal information to verify your access rights to, provide you with, and bill you for, the Service plan you select.
To safeguard personal information ITRAXX maintains technical and procedural controls, including but not limited to encryption, restricted access servers, and confidentiality requirements for employees and contractors. Unless disclosure is mandated by law or legal process, ITRAXX will intentionally disclose your personal information to a third party only if you specifically consent to provide such information to a third party.
You understand that ITRAXX also collects and analyzes usage information for the Service and Content, on an anonymous and aggregated basis. ITRAXX may use or disclose anonymous aggregated usage information to further improve the Service and Content, to determine what Service plans or types of Content are most popular, for Content license reporting and royalty payments, and for any other purpose not inconsistent with the applicable privacy laws.
In addition to, or in lieu of, any posting on www.traxx.fm, ITRAXX may notify you by email of modifications to this Agreement, the Service, available Content, or your account. As a Service subscriber, you agree that ITRAXX may send such email to the address you provide. Because such email is necessary for your use or continued use of the Service, you will receive such email even if you have not signed up for, or have opted out of receiving, other email from ITRAXX.
Title, ownership rights and intellectual property rights in and to the Service shall remain with ITRAXX and its subsidiaries, affiliates and suppliers. Title, ownership rights and intellectual property rights in and to the Content shall remain with the applicable Content owner(s). The Service and Content are protected by the copyright laws of the United States and other countries, and by international copyright treaties.
You may only use the Service and Content for private, non-commercial purposes in compliance with applicable laws in the jurisdictions in which you use the Service and Content, including, but not limited to, restrictions concerning copyright and other intellectual property rights. Under no circumstances may you: (a) modify the Content in any way, or create derivative works of the Service or Content; (b) rent, lease, or distribute the Service or Content to third parties; or (c) broadcast or perform the Service or Content outside of your normal circle of family and friends.
You may not share your account information and passwords, or permit others to use your account to access the Service or Content by any means. The Service does not allow simultaneous access by the same account from more than one computer (or other device). You are responsible for all activities that occur with your account and you agree to notify ITRAXX immediately of any unauthorized account use. ITRAXX will not be responsible for any loss that you may incur as a result of unauthorized use of your account and passwords.
You may not, by means of any device, software, or other method, attempt to circumvent technological measures controlling access to, or the rights in, the Service or Content. The Service and Content are intended for use only with properly licensed devices and software. It is entirely your responsibility to determine what copyright, patent or other licenses are required, and to obtain any such licenses, in order to access the Service and Content. You understand that upon any cancellation, expiration or termination of this Agreement (whether by you or ITRAXX), your license to the Service and Content also terminates, and you shall immediately discontinue all further use of the Service.
ITRAXX MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE TRAXX.FM SERVICE. THE TRAXX.FM SERVICE IS PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. ITRAXX DOES NOT WARRANT THAT THE TRAXX.FM SERVICE WILL MEET YOUR REQUIREMENTS OR THAT PERFORMANCE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. ITRAXX MAKES NO WARRANTY THAT TITLES VISUALS ARE OFFICIAL ONES. UNDER NO CIRCUMSTANCES SHALL ITRAXX BE LIABLE TO YOU WITH RESPECT TO SUPPLY OF THE TRAXX.FM SERVICE.
LIMIT OF LIABILITY
TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT SHALL ITRAXX OR ITS SUBSIDIARIES, AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT, OR THE USE OF OR INABILITY TO USE OR THE RESULTS OF USING THE SERVICE OR THE CONTENT, EVEN IF ITRAXX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH ITRAXX RELATED TO THIS AGREEMENT OR THE SERVICE OR CONTENT SHALL BE CANCELLATION OF THE SERVICE. IN THE EVENT A COURT AWARDS DIRECT DAMAGES IN SPITE OF THE FOREGOING, YOU AGREE THAT SUCH DAMAGES SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICE.
This Agreement shall be governed by the laws of Switzerland. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
If any provision of this Agreement is held to be invalid or unenforceable, such decision will not affect the validity or enforceability of such provision under other circumstances, or of the remaining provisions of this Agreement under all circumstances. Failure to enforce any provision of this Agreement, on any one occasion, will not affect the right to enforce other provisions, or the same provision on another occasion.
This Agreement, including any referenced documents, constitutes the complete and exclusive agreement between you and ITRAXX, and supersedes all prior oral or written agreements, representations or understandings between you and ITRAXX. You may not modify this Agreement in any way or assign it to any other individual or entity without ITRAXX prior written consent. ITRAXX provision of Service to you is expressly made conditional on your acceptance of the terms set forth herein.