Terms of Services – Contribute Signage
Welcome to Contribute Signage. Please continue reading to learn about the rules and restrictions that govern your use of Contribute Signage’s website, apps, software, and all other products, services and applications made available by Contribute Signage from time to time (the foregoing and the content, data, and information available in the foregoing are collectively, the “Services”).
a) Application License.
Subject to your compliance with this Agreement, during the term of this Agreement, TouchIT Technologies Holdings, Inc grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single device that you own or control and to run such copy of the Application solely for your own personal or internal business purposes in accordance with any documentation which may be provided by TouchIT Technologies Holdings, Inc (“Documentation”). Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
Subject to your compliance with this Agreement, during the term of this Agreement, TouchIT Technologies Holdings, Inc grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Software on a single computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes in accordance with the Documentation. At no time will TouchIT Technologies Holdings, Inc provide you with a tangible copy of our Software. Any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis.
c) Open Source.
The Application and Software may be offered under open source licenses. There may be provisions in the open source license that expressly override some of these Terms. Except with respect to code licensed under an open source license, the Application and Software are proprietary software of TouchIT Technologies Holdings, Inc and its licensors and you agree not to take any action or enter any agreement that would result in any contractual requirement that TouchIT Technologies Holdings, Inc or its licensors make available to any third party the Application or Software source code.
d) Certain Restrictions.
The rights granted to you in this Agreement are subject to the following restrictions:
(a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services;
(b) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Services except to the extent the foregoing restrictions are expressly prohibited by applicable law;
(c) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services;
(d) you shall not access Services in order to build a similar or competitive product or service; and
(e) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update or other addition to Services shall be subject to this Agreement. Contribute Signage, its suppliers and service providers reserve all rights not granted in this Agreement. Any unauthorized use of Services terminates the licenses granted by Contribute Signage pursuant to this Agreement.
e) Necessary Equipment and Software.
You must provide all equipment and software necessary to connect to the Services, including but not limited to, a device that is suitable to connect with and use Services, in cases where the Services offer a mobile or computer component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Services. TouchIT Technologies Holdings, Inc does not warrant that the services will be compatible or interoperable with your Device or any other piece of hardware, software, equipment or device installed on or used in connection with your Device. Furthermore, you acknowledge that compatibility and interoperability problems can cause the performance of your Device to diminish or fail completely, and may result in permanent damage to your Device, loss of the data located on your Device, and corruption of the software and files located on your Device. you acknowledge and agree that the TouchIT Technologies Holdings, Inc Parties (AS DEFINED BELOW) shall have no liability to you for any losses suffered resulting from or arising in connection with compatibility or interoperability problems.
(f) Configuration of Services.
You understand that correct configuration of playback devices is required for the Services to work as intended. You agree to regularly confirm and update your data and connections to any groups or playback devices, as necessary to ensure proper functioning of the Services, including without limitation, downloading the latest software or applications.
You understand that Services are evolving. You acknowledge that the proper functioning of the Services requires you to use the latest version of the Application and/or Software. You agree to regularly check for, download, and install the latest updates to your Application and/or Software.
(h) Ownership of Services.
Other than your User Submissions (as defined below), you agree that TouchIT Technologies Holdings, Inc and its licensors and suppliers own all rights, title and interest in the Services. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. Contribute Signage’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of TouchIT Technologies Holdings, Inc and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.
You agree that submission of any ideas, suggestions, documents, and/or proposals to TouchIT Technologies Holdings, Inc (“Feedback”) is at your own risk and that TouchIT Technologies Holdings, Inc has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to TouchIT Technologies Holdings, Inc a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services.
j) Reservation of Rights.
TouchIT Technologies Holdings, Inc reserves the right to charge fees for access and use of the Services (in whole or in part) at any time, in its sole discretion. If TouchIT Technologies Holdings, Inc implements any fees, TouchIT Technologies Holdings, Inc will post a notice regarding the affected Service and send an e-mail to the e-mail address associated with your account. After the fees become effective, you may no longer be able to access the Services (in whole or in part) unless you provide a method of payment and consent to the payment terms and any additional terms which may be presented at the time of purchase.
a) App Stores. You acknowledge and agree that the availability of the Application is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (“App Store”). You acknowledge that this Agreement is between you and TouchIT Technologies Holdings, Inc and not with the App Store. TouchIT Technologies Holdings, Inc, not the App Store, is solely responsible for the Services, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wired or wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Services, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third party terms of agreement (e.g., the App Store’s terms and policies) when using the Services, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of this Agreement and will have the right to enforce them.
b) Accessing and Download the iOS Application. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
a) You acknowledge and agree that (i) this Agreement is concluded between you and Contribute Signage only, and not Apple, and (ii) Contribute Signage, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application. c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between TouchIT Technologies Holdings, Inc and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of TouchIT Technologies Holdings, Inc.
d) You and TouchIT Technologies Holdings, Inc acknowledge that, as between TouchIT Technologies Holdings, Inc and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
e) You and TouchIT Technologies Holdings, Inc acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between TouchIT Technologies Holdings, Inc and Apple, TouchIT Technologies Holdings, Inc, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
f) You and Contribute Signage acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
g) Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
Additional terms This Agreement applies to all users of our Services, but there are special terms for you depending on what type of user you are. If you are an individual who organizes a group of users by adding them to your account, then you are an “Admin.” If you are an employee of an Organization or an individual who is invited to be a member of a group by an Admin, you are a “User.” If you are agreeing to this Agreement on behalf of an organization, such as a company, school, club, or team, you are an “Organization.” You may not sign up for or use the TouchIT Technologies Holdings, Inc Services as someone you are not; TouchIT Technologies Holdings, Inc may disable or terminate your account if you do so. Please read on below to find out what additional terms apply to you.
If you are a User:
• You will only be able to access areas of the software you have been given acces to by an Admin
If you are an Admin:
• You will only permit current employees and independent contractors of your organization to use the Services.
PRIOR TO CREATING ACCOUNTS FOR SUCH INDIVIDUALS AND PROVIDING SUCH INDIVIDUALS’ PERSONAL DATA TO THE SERVICES, YOU REPRESENT AND WARRANT TO US THAT YOU WILL OBTAIN THE EXPRESS WRITTEN CONSENT OF EACH EMPLOYEE OR INDEPENDENT CONTRACTOR TO PROVIDE SUCH INDIVIDUAL’S PERSONAL DATA TO THE SERVICES AND FOR THE SERVICES TO USE SUCH PERSONAL DATA TO SEND E-MAIL THROUGH THE USE OF AUTOMATIC SYSTEMS OR OTHER AUTOMATED TECHNOLOGY. YOU AGREE TO BE RESPONSIBLE FOR MAINTAINING CURRENT AND ACCURATE CONTACT INFORMATION OF ALL YOUR EMPLOYEES AND INDEPENDENT CONTRACTORS ON THE SERVICES.
Upon termination of an employee’s or independent contractors’ employment with the Organization or change of job functionality in such Organization such that such individual’s job function no longer requires use of the Services, you will require such individual to cease using the Services on behalf of your Organization. If at any time you learn a user of the Services claims to be affiliated with your Organization who is not, in fact, affiliated with your Organization, or is otherwise using the Services in violation of this Agreement, you will notify TouchIT Technologies Holdings, Inc immediately by emailing email@example.com.
If you are accessing the Services as an Admin: The Services allow you to invite users to join your group(s) via email and to add users to your group(s).
IF YOU INVITE OTHER USERS TO JOIN YOUR ACCOUNT, YOU REPRESENT AND WARRANT TO US THAT YOU WILL OBTAIN THE PRIOR EXPRESS WRITTEN CONSENT OF EACH PERSON THAT YOU INVITE AND/OR ADD TO RECEIVE SUCH INVITATIONS AND TO RECEIVE EMAIL, AND OTHER MESSAGES FROM TOUCHIT TECHNOLOGIES HOLDINGS, INC.
As a condition of using Services, you will be required to register an account with Contribute Signage. You agree to provide TouchIT Technologies Holdings, Inc with accurate, complete, and updated registration information. By registering an account, you represent and warrant that all registration information you submit is accurate and truthful. You agree to update such information from time to time to maintain the accuracy of such information. You agree not to create an account using a false identity or information, or on behalf of someone other than yourself. TouchIT Technologies Holdings, Inc reserves the right to refuse registration of or cancel a Contribute Signage account in its sole discretion. You will be responsible for maintaining the confidentiality of your account and password. You may not transfer your account to anyone without express prior written consent of TouchIT Technologies Holdings, Inc. Violation of any of the foregoing may result in immediate termination of your account, revocation of your ability to use the Services, and may subject you to state and federal penalties and other legal consequences. You agree not to create an account or use the Services if you have been previously removed by Contribute Signage, or if you have been previously banned from any Services. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your account, and you further acknowledge and agree that all rights in and to your account are and shall forever be owned by and inure to the benefit of TouchIT Technologies Holdings, Inc.
Monitoring and Investigation
TouchIT Technologies Holdings, Inc may, but is not obligated to, monitor or review the Services at any time. Without limiting the foregoing, TouchIT Technologies Holdings, Inc shall have the right, in its sole discretion, to remove any of your layouts or media content for any reason (or no reason), including if such Content violates this Agreement or any applicable law. Although TouchIT Technologies Holdings, Inc does not generally monitor user activity occurring in connection with the Services, if TouchIT Technologies Holdings, Inc becomes aware of any possible violations by you of any provision of the Terms, TouchIT Technologies Holdings, Inc reserves the right to investigate such violations, and TouchIT Technologies Holdings, Inc may, at its sole discretion, immediately terminate your license to use the Services, or change, alter or remove your User Submission, in whole or in part, without prior notice to you.
You warrant, represent and agree that you will not contribute any Content or otherwise use (or encourage any third party to use) the Services in a manner that:
• infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party;
• violates any law, statute, ordinance or regulation;
• is harmful, fraudulent, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable as determined by Contribute Signage in its sole discretion;
• jeopardizes the security of your account in any way, such as allowing someone else access to your account or password;
• attempts, in any manner, to obtain the password, account, or other security information from any other user;
• violates the security of any computer network, or cracks any passwords or security encryption codes;
• interferes with or attempts to interfere with the proper functioning of the Services or uses the Services in a way that is not expressly permitted by this Agreement; or otherwise violates this Agreement.
Copyright Dispute Policy
If you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:
(1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(2) a description of the copyrighted work that you claim has been infringed;
(3) a description of the location on the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address;
(5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
(6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Contact information for Contribute Signage’s Copyright Agent for notice of claims of copyright infringement is as follows: firstname.lastname@example.org
Third Party Websites and Applications
(a) your User Submissions;
(b) your misuse of the Services;
(c) your violation of this Agreement;
(d) your violation of any rights of another party, including any users; or
(e) your violation of any applicable laws, rules or regulations. TouchIT Technologies Holdings, Inc reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with TouchIT Technologies Holdings, Inc in asserting any available defenses. You agree that the provisions in this section will survive any termination of your account, this Agreement or your access to the Services.
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES AND DOCUMENTATION PROVIDED BY TOUCHIT TECHNOLOGIES HOLDIONGS, INC AND CONTRIBUTE SIGNAGE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF THE SERVICES AND DOCUMENTATION ARE AT YOUR SOLE RISK AND DISCRETION. THE TOUCHIT TECHNOLOGIES HOLDINGS, INC PARTIES HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE SERVICES AND DOCUMENTATION, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FURTHERMORE, TOUCHIT TECHNOLOGIES HOLDINGS, INC PARTIES MAKE NO WARRANTY, REPRESENTATION, OR CONDITION THAT
(I) THE SERVICES OR DOCUMENTATION WILL MEET YOUR REQUIREMENTS;
(II) THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE;
(III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE SERVICES WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR
(IV) ANY ERRORS IN THE DOCUMENTATION OR SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TOUCHIT TECHNOLOGIES HOLDINGS, INC OR FROM THE SERVICES OR DOCUMENTATION SHALL CREATE ANY REPRESENTATION, WARRANTY OR GUARANTY. FURTHERMORE, YOU ACKNOWLEDGE THAT TOUCHIT TECHNOLOGIES HOLDINGS, INC HAS NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE SERVICES. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. THE TOUCHIT TECHNOLOGIES HOLDINGS, INC PARTIES MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. LIMITATION OF LIABILITY TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL THE TOUCHIT TECHNOLOGIES HOLDINGS, INC PARTIES BE LIABLE WITH RESPECT TO (I) ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (II) DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (III) ANY LOSS OF USE, PROPERTY DAMAGE, INJURY, DEATH; OR (IV) ANY MATTER BEYOND TOUCHIT TECHNOLOGIES HOLDINGS, INC’S REASONABLE CONTROL, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT TOUCHIT TECHNOLOGIES HOLDINGS, INC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE CUMULATIVE LIABILITY OF THE TOUCHIT TECHNOLOGIES HOLDINGS, INC PARTIES TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY EXCEED THE GREATER OF $100 OR THE FEES ACTUALLY PAID BY YOU TO TOUCHIT TECHNOLOGIES HOLDINGS, INC HEREUNDER DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OF LIABILITY. YOU AND TOUCHIT TECHNOLOGIES HOLDINGS, INC AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE THIS AGREEMENT, THE SERVICES, OR DOCUMENTATION MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TOUCHIT TECHNOLOGIES HOLDINGS, INC AND YOU. THE LAWS OF SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS. THE FOREGOING LIMITATION OF LIABILTY DOES NOT APPLY TO RESIDENTS OF THE STATE OF NEW JERSEY.
Term and Termination
This Agreement will remain in full force and effect while you use the Services. You may terminate your use of the Services or your account at any time by uninstalling the Application and/or Software. TouchIT Technologies Holdings, Inc may disable or terminate your access to the Services or your account at any time, for any reason (without cause or for your violation of any term of this Agreement), and without warning or notice, which may result in the forfeiture of all information associated with your account. If you are an authorized user for an Organization that has entered into an Application License Agreement with TouchIT Technologies Holdings, Inc, this Agreement and your license to use the Application and Software and your right to use the Services, shall immediately terminate upon the earlier of the termination of the Application License Agreement, your termination of employment with such Organization, or your change of job functionality in such Organization such that your job function no longer requires use of the Services. If the license to your Organization is suspended for any reason, TouchIT Technologies Holdings, Inc reserves the right to suspend your account for the period in which the Organization’s license is suspended. If we become aware of any possible violations by you of this Agreement, we reserve the right to investigate such violations. In the event that we determine, in our sole discretion, that you have breached any portion of this Agreement, or have otherwise demonstrated inappropriate conduct, we reserve the right to (i) warn you via e-mail (to any e-mail address you have provided to us) that you have violated this Agreement; (ii) notify and/or fully cooperate with the proper law enforcement authorities for further action; and/or (iii) pursue any other action which we deem to be appropriate. If, as a result of the investigation, we believe that illegal activity has occurred, we reserve the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. We are entitled, except to the extent prohibited by applicable law, to disclose any data, content, or other information on or in the Services in our possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce this Agreement; (iii) respond to your requests for customer service; or (iv) protect the rights, property or personal safety of TouchIT Technologies Holdings, Inc, its users or the public, and to comply with the requests of all law enforcement or other government officials, as we in our sole discretion believe to be necessary or appropriate. We reserve the right, in our sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you. You agree that all terminations shall be made in our sole discretion and that we shall not be liable to you or any third-party for enforcing this provision. Upon termination of your account, your license to the Application and Software and right to use the Services will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, will survive termination, including, without limitation, ownership provisions, indemnity obligations, warranty disclaimers, and limitations of liability. Choice of Law This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Texas consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Please read this Arbitration Agreement carefully. It is part of your contract with TouchIT Technologies Holdings, Inc and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for emergency injunctive or other equitable relief as set forth below) in connection with the Agreement or the use of any TouchIT Technologies Holdings, Inc Properties that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and the TouchIT Technologies Holdings, Inc Parties and their respective predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Agreement.
b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party has the option to first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to TouchIT Technologies Holdings, Inc should be sent to: Contribute Signage, TouchIT Technologies Holdings, Inc., 10222 Pecan Pk Blvd, Suite 3, Austin, TX 78729. After the Notice is received, you and TouchIT Technologies Holdings, Inc may attempt to resolve the claim or dispute informally.
c) Arbitration Rules. Arbitration shall be initiated through JAMS, an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If JAMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Agreement. Copies of the JAMS Arbitration Rules, instructions on how to initiate a JAMS arbitration demand and a list of JAMS resolution center locations are available on the JAMS website at http://www.jamsadr.com/ or by calling 800-352-5267. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding nonappearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearing. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Payment of all filing, administration and arbitrator fees will be governed by the JAMS rules.
d) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Contribute Signage, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award individualized monetary damages, and to grant any individualized non-monetary remedy or relief available to an individual under applicable law. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Contribute Signage.
e) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited than proceedings in a court and are subject to very limited review by a court.
f) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
Notwithstanding anything in this Agreement to the contrary, in the event that this subsection is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court located within Austin Texas.
g) Severability. If any part or parts of this Arbitration Agreement other than Subsection (f) above are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
h) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived in writing by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
i) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Contribute Signage.
j) Small Claims Court. Notwithstanding the foregoing, either you or Contribute Signage may bring an individual action in small claims court.
k) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
l) Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Austin, Texas
m) Material Change. Notwithstanding any provision in this Agreement to the contrary, in the event TouchIT Technologies Holdings, Inc makes a material change to the Arbitration Agreement in the future, such change will not apply to any dispute to which you had already given notice of to TouchIT Technologies Holdings, Inc at the time the change takes effect.
The Services can be accessed from countries around the world and may contain references to Services that are not available in your country. These references do not imply that Contribute Signage intends to introduce such Services in your country. TouchIT Technologies Holdings, Inc makes no representations that the Services are appropriate or available for use in other locations other than the United States of America. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law. Notice Where TouchIT Technologies Holdings, Inc requires that you provide an e-mail address, you are responsible for providing TouchIT Technologies Holdings, Inc with your most current e-mail address. In the event that the last e-mail address you provided to TouchIT Technologies Holdings, Inc is not valid, or for any reason is not capable of delivering to you any notices required/permitted by this Agreement, TouchIT Technologies Holdings, Inc’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to TouchIT Technologies Holdings, Inc at the following address: Contribute Signage, TouchIT Technologies Holdings, Inc, 10222 Pecan Pk Blvd, Suite 3 Austin, TX 78739. Such notice shall be deemed given when received by TouchIT Technologies Holdings, Inc by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
TouchIT Technologies Holdings, Inc shall not lose any rights hereunder or be liable to you for damages or losses on account of failure of performance by TouchIT Technologies Holdings, Inc if the failure is the result of an Act of God (e.g., fire, flood, inclement weather, epidemic, or earthquake) war or act of terrorism, including without limitation, chemical or biological warfare, labor dispute, lockout, strike, embargo; governmental acts, orders, or restrictions; failure of suppliers or third persons; power or Internet outage; mechanical, electronic or communications failure or degradation (including “line-noise” interference); or any other reason where failure to perform is beyond the TouchIT Technologies Holdings, Inc reasonable control.
You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by TouchIT Technologies Holdings, Inc are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, reexport, or transfer any products, services or technology provided by TouchIT Technologies Holdings, Inc, either directly or indirectly, to any country in violation of such laws and regulations.