Thank you for visiting XNow.com. XNow.com is owned and/or operated by ExperienceNow, Inc., a Delaware corporation, also referred to as "EN" or "we," "us," "our" and similar references, as used herein, refer to ExperienceNow, Inc., our subsidiaries, divisions and affiliates, our related subdomains, our eligibility verification application (“Eligibility Application”), our owned and operated linked sites some of which are private-label sites operated on behalf of our partners, third-party apps, and platforms (e.g., social media services) where our ticketing and travel products and services are distributed (our Eligibility Application, website, Ticket Partners (as defined below)), Travel Booking Partners (as defined below, and related websites are collectively referred to as, the “Site”).
Please read this Terms of Use agreement (the “Terms”) carefully. By using our Service, regardless of how you access it, by computer, or through a mobile phone or other wireless or internet enabled device (each a "Device") or otherwise, you agree to these Terms. These Terms govern the use of the Site and apply to all users visiting and using the site including using our Eligibility Application as well as any and all services and resources available or enabled via the Site (each a “Service” and collectively, the “Services”). Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms and any applicable Supplemental Terms are collectively referred to, as the “Terms.” These Supplemental Terms include our Privacy Policy: [http://www.XNow.com/privacy-policy]
By completing the registration process, and/or browsing the website, YOU ARE ENTERING INTO A BINDING CONTRACT, and you represent that (1) you have read, understand, and agree to be bound by these Terms, and you represent that (1) you have read, understand, and agree to be bound by these Terms, (2) you are of legal age to form a binding contract with EN, and (3) you have the authority to enter into the Terms personally or on behalf of the company you have named as the user, and to bind that company to these Terms. The term “you” or “your” refers to the individual or company, as applicable, identified as a member (“Member”) when you registered with the Site and created an Account (as further defined below). If you do not agree to be bound by the Terms, you may not access or use the Site or the Service.
NOTICE REGARDING ARBITRATION AND CLASS ACTION WAIVER:
Please be aware that Section 14 of these Terms, below, contains provisions governing how claims are resolved that you and we have against each other, including, without limitation, any claims that arose or were asserted prior to the effective date of these Terms. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. Unless you opt out of the arbitration agreement: (1) you will only be permitted to pursue claims and seek relief against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you are waiving your right to seek relief in a court of law and to have a jury trial on your claims.
PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY US IN OUR SOLE DISCRETION AT ANY TIME. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site and/or the Services. Otherwise, your continued use of the Site and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
1. The EN Marketplace.
The EN Marketplace. We offer an online marketplace that allows Members (as further defined below) to buy tickets to events, theme parks or destinations (a “Ticket” or “Tickets”) as well as to book travel (“Travel Booking”). As such, our Services are merely designed to act as a marketplace to connect our Members with Ticket fulfillment platforms (“Ticket Partners”) and Travel Booking Services (“Travel Booking Partners,” and together with our Ticket Partners, are our “Partners”), and we make no guarantee with respect (a) to the existence, quality, safety or legality of the Tickets or Travel Bookings, or (b) the truth or accuracy of their services and descriptions.
No Endorsement. Unless otherwise expressly stated by us, the display of any Tickets or Travel Booking options on our Site does not in any way imply, suggest or constitute an endorsement by us of those Tickets or Travel Booking options, or any sponsorship of us by such provider.
Tickets. Our Ticket Partners set the Ticket prices/value (the “Ticket Price”) and in certain instance associated with tickets sourced from secondary (resale) markets, the Ticket Prices may exceed the face value of the Ticket. Unless otherwise noted on a Ticket, on the listing or on a confirmation page or email, Tickets may be transferable, even if another person’s name appears on the face of the Ticket. Our Ticket Partners may offer Tickets for sale, even though they may not have them in their possession at the time of their listing or completion of sale. In that case, it is still expected that all Ticket Partners will have the Tickets delivered to you in advance of the Event, and a failure to provide you the Tickets prior to the Event will be subject to our recourse on your behalf.
Buying Tickets and Booking Travel. You are solely responsible for completing your transactions in the purchase of Tickets or Travel Bookings, including the payment of any applicable fees. By committing to purchase a Ticket or Travel Booking, you are entering into a binding contract with the associated Ticket Partner or Travel Booking Partner to purchase the applicable Ticket/Travel Booking. All sales are final, unless otherwise indicated with respect to a Travel Booking and except for cancelled Ticketed events, you will not receive a refund for any completed purchase. You cannot change or cancel Ticket orders after the sale is complete.
Agreement. You agree to provide our Ticket Partner or Travel Booking Partner with appropriate information necessary to purchase and deliver the Tickets or secure a Travel Booking, including, but not limited to, email address and physical address (if applicable). If you provide incorrect information for the delivery of Tickets, or you are unavailable to receive the Tickets when they are delivered, you will not be eligible for a refund.
Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Site or any portion of the Services, including, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Site trademarks or content (including images, text, page layout or form) of EN; (c) you shall not use any metatags or other “hidden text” using our name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Site; (e) 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 any web pages contained in or on the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Site in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Site. Any future release, update or other addition to the Site shall be subject to the Terms. You further acknowledge and agree that (i) you will not access the Site for the purpose of bringing a claim or action against EN including, but not limited to patent infringement or ADA compliance, and (ii) agree that violation of the foregoing will result in a fee of not less than $50,000. EN, our suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Site (in addition to any other right or remedies) shall result in the automatic and immediate termination of the licenses granted by EN pursuant to the Terms.
2. Registration.
Registering Your Account. In order to access certain features of the Site you are required to become an eligible registered Member. For purposes of the Terms, a “Member” is an end user of the Services (collectively, a “Member” or “Members”) who have successfully completed our Eligibility Application and created a Member account on the Site (“Account”), or have a valid account on the social networking service (“SNS”) through which the Member has connected to the Services (each such account, a “Third-Party Account”) and also successfully completed our Eligibility Application to create an Account. Members must be 18 years or older who have properly registered, and whose registration proves the Member is one of the following: (i) currently enrolled as a student (“Student”) in a university, college or other higher education institution domiciled in the U.S. (“Educational Institution”), provided that after 4 years or otherwise pursuant to our student status update that indicates you have transferred or graduated, we will automatically, or upon request, move your Member status to your associated age group, as defined herein; (ii) a faculty member (“Faculty” or “Teacher”) of an Educational Institution or a teacher in a primary or secondary school that is a private, public, charter, or other accredited U.S.-domiciled pre-kindergarten to senior high school (“School”); (iii) an employed administrator or staff member of an Educational Institution or School (“School Staff”); (iv) a person who is aged 60+ at the time of registration and is domiciled in the U.S. (a “Senior”), (v) a person who is aged 40 to 59 and domiciled in the U.S. (a “GenXer”), (vi) a person who is aged 21 to 39 and domiciled in the U.S. (an “Early Millennial” or “Millennial”), provided that we will transition your Account into another the successor eligible age group once you qualify for that age group, if available, (vii) a “Member” within another qualifying group under the Terms; or; (viii) the spouse of an active Member. If you no long qualify for a status-based group (such as: “Student”, Healthcare Worker, Teacher or Administrator), or you age into a successor age group, we will transition your Account into such other qualifying Member eligibility group(s), if available. For prospective Members, once you complete and submit our eligibility verification and associated registration, and are accepted, at our sole discretion, you will become a Member and continue such Member status for as long as you maintain your eligibility status in good standing, and are otherwise in good standing. Once you complete and submit your registration, you have opted in to receive email communication from us (please see our Privacy Notice regarding how to opt out of certain email communications). By becoming a Member you represent that at all times during your Membership (including any Membership renewal terms) you remain an eligible Member under the Terms. Membership is available only by a valid acceptance of users who has successfully completed the Site's registration and verification process. If you submit an application and do not qualify, you may not use the Site to view product and service pricing, conduct transactions or use other services and benefits reserved exclusively for Members. As a Member, you agree to provide, and represent that you have at all times provided, true, accurate, current, and complete information about yourself as prompted by the Site's registration and verification form. We reserve the right to suspend, terminate, revoke or prohibit your Membership for any reason at any time, without notice, but, in particular, upon any violation of any of these Terms.
By completing a Membership verification, you agree that we may utilize your eligibility information (“Registration Data”) provided by you, including identification information and uploaded documents, to verify your eligibility status through various third-party data sources that we have specifically contracted with (collectively, “Verification Sources”). You further agree that we may reaffirm or re-verify your status with the Verification Sources as needed or required. By agreeing to our Terms, you grant EN and/or its partners the right to check your student, faculty, or youth status with your college, university or learning institution. We reserve the right to request additional documentation, if needed.
As such, the Site is only available for Members of participating and active third-party partner organizations. You grant us the right to disclose to certain third parties certain Registration Data about you. At times, we act as an agent for a ticketing, travel or other ecommerce partner or client to provide them our verification service (online Verification Application) to use on their website and, under those circumstances you voluntarily verify your eligibility status and register with that partner as well as with EN. In such cases, your Verification Application information and any supplemental information we may license or lawfully obtain is provided to such partner or client as part of that verification process. If your status should change, we may update that partner or client as to your changed status (i.e., no longer a Student or transitioned into a different age group). The information we obtain through your use of the Site, including your Registration Data, is subject to our Privacy Policy, which is specifically incorporated by reference into these Terms and Conditions of Use.
Access Through a SNS. If you access the Site through a (“Social Networking Service", which may include access through a Single Sign-on System, “SSO”) SNS as part of the functionality of the Site, the Application and/or the Services, you may link your Account with Third-Party Accounts, by allowing EN to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to EN and/or grant EN access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating us to pay any fees or making EN subject to any usage limitations imposed by such third-party service providers. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND EN DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.
Registration Data. In registering an Account on the Services, you agree to (1) provide true, accurate, current and complete Registration Data about yourself as prompted by the registration form; and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (a) at least 18 years old; (b) of legal age to form a binding contract; and (c) not a person barred from using the Site under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify us immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or EN has reason to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right, in our sole discretion, to suspend or terminate your Account and refuse any and all current or future use of the Site (or any portion thereof). You agree not to create an Account using a false identity or eligibility information, or on behalf of someone other than yourself (and you agree that violation of the foregoing will result in a fee of not less than $50,000). You agree that you shall not have more than one Account per platform or SNS at any given time. We reserve the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Site if you have been previously removed by EN, or if you have been previously banned from the Site. Anyone falsely claiming student or faculty or other preferred status is committing an act of fraud, and EN and/or any of its partners are not liable for any and all damages claimed by any person (or persons) who misrepresents themselves on our website or to our company in any form. You understand that you are financially responsible for all uses of this site by you, and by those using your account information. You are responsible for maintaining the confidentiality of your account information and password.
Your Account. 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 EN.
Personal Use. Using the Site as a Member is a privilege, and as such, and in consideration of your Membership and the benefits it bestows upon you, you agree that your purchases from the Site and our Partners shall be for your personal use and not for resale or commercial distribution to others. Our Partners are offering their products and services on or through the Site with special, “privileged pricing” reserved exclusively for qualifying Members. They do so in reliance upon your status as a qualifying Member and that your purchase will be for the private individual use of Member or Member’s family. You agree that you will not sell or permit the sale of the products purchased on or through the Site or divert such products for resale or redistribution to any other resale channel whatsoever, including but not limited to, brokers, agents, the Internet, swap meets or other formal or informal distribution channels without our express written permission, or in connection with your authorized use of our “InviteMore” service which allows you to invite friends to attend a Ticketed event in which you purchased a Ticket (pursuant to the Terms of such purchase). The sale, attempted sale or transfer of tickets, travel bookings or other products purchased or distributed to individuals not personally associated with the Member purchaser through this Service in violation of this policy is prohibited and any such purchases may be revoked without refund. We intend to enforce these restricted sale terms, as in all of the terms of these Terms, to the fullest extent of the law. Your privileged status, your honesty and the integrity in your use of the Site are the basis upon which we and our Partners make these products available with such special pricing. To that end, we may, in our sole discretion, limit purchases or investigate unusual quantities purchased on the Site whether occurring in one transaction or a series of transactions, suspend or terminate your Membership without notice, and/or vigorously seek to enforce these Terms against those who may breach these restrictions.
Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Site, including but not limited to, a mobile device that is suitable to connect with and use the Site, in cases where the Services offer a mobile component. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing the Site.
3. Ownership.
The Site. You agree that EN and our partners including Ticket Partners and Travel Booking Partners, own all rights, title and interest in the Site and all content therein or thereon. You agree that you have no right or title in or to any such content or the Site. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site or the Services.
Links to and From Third-Party Websites. The Site may contain links to our partners including Ticket Partners and Travel Booking Partners and other websites and, as such, you acknowledge we have no control over such websites and that we are not responsible nor do we have any liability for the accuracy, content, legality, products, services, security or any other aspect of any linked website. In no event shall any reference to any third-party, third party website, or third-party product or service be construed as an approval or endorsement by us of that third party, third party website, or of any product or service provided by a third-party. Moreover, third-party content may contain information or material that some people may find inappropriate or offensive. The inclusion of such a link or reference is provided as a convenience to our Members.
Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to us through its suggestion, feedback, forum or similar pages (“Feedback”) is at your own risk and that we have 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 EN 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 Site.
4. Member Conduct.
Unauthorized Use or Access. You agree that you will not, under any circumstances:
Interfere or attempt to interfere with the proper functioning of the Site or connect to or use the Site in any way not expressly permitted by the Terms;
Systematically retrieve data or other content from our Site to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, spiders, or otherwise;
Use, display, mirror or frame the Site, or any individual element within the Site, XNow’s name, any XNow’s trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;
Use any unauthorized software that accesses, intercepts, “mines” or otherwise collects information from or through the Site or that is in transit from or to the Site, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by the Site;
Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server or the Site, whether through the use of a network analyzer, packet sniffer or other device;
Make any automated use of the Site, or take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on the infrastructure for the Site;
Bypass any robot exclusion headers or other measures we take to restrict access to the Site, or use any software, technology or device to send content or messages, scrape, spider or crawl the Site, or harvest or manipulate data;
Use, facilitate, create, or maintain any unauthorized connection to the Site, including, but not limited to: (i) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Site; or (ii) any connection using programs, tools or software not expressly approved by us;
Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Site, or to obtain any information from the Site;
Upload, post, e-mail, transmit or otherwise make available any material that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
Solicit or attempt to solicit personal information from other Members or users of the Site;
Use the Site to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
Provide any other person’s information for use in the Site, including but not limited to the InviteMore Service, without their permission, whether it is their name, phone number, email address, or otherwise;
Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting, or in any way use the Site to send altered, deceptive or false source-identifying information; or
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including, but not limited to, clear GIFs, 1x1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”).
5. General. In connection with your use of the Site, you shall not:
Harm minors in any way;
Impersonate any person or entity, including, but not limited to, EN personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;
Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;
Register for more than one Account or register for an Account on behalf of an individual other than yourself or your spouse when facilitating a spouse strictly under our Spouse Account policy and procedure;
Stalk or otherwise harass any other Member or user of the Site; or
Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.
Speculative Ticketing and Resale of Purchased Tickets and Travel Bookings. For the purpose of these Terms, Speculative Ticketing shall be defined as the sale of tickets for which the seller/Member has neither possession of the actual Ticket nor the contractual right to purchase a ticket that is materially consistent with the description of the Ticket listed for sale on the Site (“Speculative Ticketing”). We do not permit Speculative Ticketing regardless of whether you purchase a Ticket or purchase the right to a Ticket by purchasing a Ticket on the Site. Further, pursuant to Section 2(G), all purchases made on or through the Site are intended for the Member’s personal use and not for resale, redistribution or brokered sales.
Free Online Invitations. EN provides registered users with the ability to create and send online invitations for a wide variety of events for a multitude of occasions through our InviteMore™ Service. In order to assist our registered users, we have developed a suite of invitation templates that you can customize by providing specific event information, descriptions and images. From time to time, we may also allow you to include certain widgets, registries, or polls that you can provide to your guests within the invitation user flow. Sometimes these widgets or polls will be sponsored by our third party partners, including advertisers. Once you have created your invitation, you will then be asked to supply the email addresses or mobile phone numbers of those guests that you wish to invite using the Service. We do not share these email addresses or mobile phone numbers with third parties except in extremely limited circumstances, which are described in our privacy policy.
EN Mobile. You may access the Service on your mobile browser. In addition, you may send invitation dates and locations in a text message to your mobile phone. EN does not charge for mobile services, but standard, message and data rates or other charges may apply from your mobile carrier. Please check your plan to make sure. To stop receiving text messages at any time, reply to the text with the word STOP. For help, email us at help@XNow.com.
6. Fees and Purchase Terms.
Service Fees. Our Ticket Partners and Travel Booking Partners may charge fees for Ticket purchases or Travel Bookings through our Services, as well as delivery or fulfillment fees (collectively, “Service Fees”). You acknowledge that as part of the Services, our Ticket and Travel Booking partners have the right at any time to change its Service Fees and billing methods. You must provide our Ticket Partners and Travel Booking Partners with a valid credit card (Visa, MasterCard, or any other issuer accepted by them; each is a “Payment Provider”) as a condition to signing up for the Services (each, a “Payment Method”). Your Payment Provider agreement governs your use of the designated credit or debit card, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing us or our partners with your credit or debit card number and associated payment information, you agree that we/they are authorized to immediately invoice your Account for all fees and charges due and payable for your purchasers and that no additional notice or consent is required. You agree to immediately notify us or our partners of any change in your credit or debit card used for payment hereunder.
Payments by Buyers. As a purchaser, you agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable.
7. Event Cancellations and Postponement.
Event Cancellation. If a Ticketed event is cancelled and not rescheduled (a “Cancelled Event”), we will remove the event and any listing related to the event from the Services, and our Ticket Partner will provide you with notice of the cancellation and further instructions. Buyers are required to retain their Ticket(s) with respect to Cancelled Events and send them back to the associated Ticket Partner, as directed by the cancellation notice. A Ticket purchaser will receive a refund once the purchaser has sent back the Ticket(s) in the manner and within the timeline given by the Ticket Partner to obtain a refund or other reasonably fair resolution.
Event Postponement. If an event is postponed, our associated Ticket Partner will use commercially reasonable efforts to resolve the issues. Refunds will not be issued for postponed events, unless they are cancelled.
Hotel Bookings. Hotel rates displayed on the Site may only be available through the Site and our Travel Booking Partners and cannot be obtained by calling the hotel directly. Our Travel Booking Partners are able to offer special hotel rates in many cases because our program is a private, member-based program. As such, you may not use any hotel reservations listed on the Site to challenge a hotel’s best-rate guarantee, or equivalent program, nor make any claims against the hotel or us in that regard.
Other Event Changes. We are not responsible for any other event changes, such as partial performances, venue, line-up or time changes. No refunds will be issued under such circumstances. Nevertheless, we will, on your behalf, work with your Ticket Partners to obtain a fair resolution on your behalf.
Taxes. Ticket Partner Service Fees may include applicable Sales Tax. If any Services, or payments for any Services or Tickets, under the Terms (Ticket Partner or Travel Booking Partner) are subject to Sales Tax in any jurisdiction, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify us for any liability, penalties, interest or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that we or our Ticket Partners or Travel Booking Partners are permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
Third Party Payment Provider. Our Ticket Partners and Travel Booking Partners provide their own payment processing services. By using our Ticket Partners or Travel Booking Partners payment processing services you agree acknowledge that you will be called upon to agree to their Payment Services Agreements, and the applicable bank agreement available.
Disputes. You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our Ticket Partners and Travel Booking Partners on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address: help@XNow.com.
8. Indemnification. You agree to indemnify and hold ExperienceNow, Inc., its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “EN Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, the Site; (b) your violation of the Terms; (c) your violation of any rights of another party, including any end users of the Services; (d) your violation of any applicable laws, rules or regulations; or (e) any disputes or claims between you and any other Member. We reserve the right, at our 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 us in asserting any available defenses. This provision does not require you to indemnify any of the EN Parties for any unconscionable commercial practice or willful misconduct by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to the Site.
9. Disclaimer of Warranties and Conditions.
As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SITE IS AT YOUR SOLE RISK, AND THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE EN PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE, APPLICATION OR SERVICERS.
THE EN PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SITE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF EN PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE WILL BE ACCURATE OR RELIABLE.
THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. EN MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
FROM TIME TO TIME, WE MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH 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.
No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT THE EN PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE EN PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES AND THE OPERATORS OR ATTENDEES OF EVENTS (AUTHORIZED OR UNAUTHORIZED) THAT YOU PHYSICALLY ATTEND BY MEANS OF A TICKET PURCHASED THROUGH THIS SITE, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
Risks Of Exposure: THE CORONAVIRUS (COVID-19) PANDEMIC IS A WORLDWIDE RISK TO HUMAN HEALTH. COVID-19 IS HIGHLY CONTAGIOUS AND HAS A MORTALITY RATE BELIEVED TO BE MANY TIMES GREATER THAN THE FLU. COVID-19 CAN SPREAD EASILY AND EXPONENTIALLY. WHILE PEOPLE OF ALL AGES ARE AT RISK OF CATCHING COVID-19, PERSONS WITH COMPROMISED IMMUNE SYSTEMS AND OLDER PERSONS MAY BE AT PARTICULAR RISK. YOU UNDERSTAND THAT ACCESSING AN EVENT VENUE COULD EXPOSE YOU OR OTHERS TO COVID-19 OR OTHER TRANSMITTABLE PATHOGENS AND THAT YOU ARE ATTENDING THE EVENT AND VENUE VOLUNTARILY.
TO THE BEST OF YOUR KNOWLEDGE, YOU ARE NOT CURRENTLY AFFLICTED WITH, AND HAVE NOT KNOWINGLY, WITHIN THE LAST 14 DAYS, BEEN IN CONTACT WITH SOMEONE AFFLICTED WITH, COVID-19;
YOU ARE NOT EXPERIENCING A FEVER, OR SIGNS OF RESPIRATORY ILLNESS SUCH AS COUGH, SHORTNESS OF BREATH OR DIFFICULTY BREATHING, OR OTHER COVID-19 SYMPTOMS AND;
YOU UNDERSTAND THAT PERSONS MAY BE AFFLICTED WITH COVID-19 AND: (I) NOT EXHIBIT SYMPTOMS; (II) NOT BE AWARE THAT THEY ARE AFFLICTED OR (III) MAY NOT VOLUNTARILY AGREE TO DISCLOSE THEIR CONDITION.
By attending an Event or venue, you are declaring the foregoing is true, that you agree to take all recommended and reasonable actions to protect yourself and others from exposure to COVID-19, and that you ASSUME THE RISK, as applicable, of entering the venue and surrounding areas including parking, facilities, restrooms, food services, or being proximate to others attending the venue or working on or in the venue. You understand and agree that no one, including but not limited to EN, our associated ticketing partners, the venue and each’s agents, can guarantee that you will not be exposed to or contract COVID-19.
10. Limitation of Liability.
Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE EN PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH SITE, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT EN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SITE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SITE; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (5) ANY OTHER MATTER RELATED TO THE SITE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO LIABILITY OF A EN PARTY FOR (A) ANY INJURY CAUSED BY A EN PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION; OR (B) ANY DAMAGES THAT CANNOT BE DISCLAIMED BY APPLICABLE LAW.
Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE EN PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO US OR THE EN PARTIES BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A EN PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY THE ASSOCIATED EN PARTY’SNEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A EN PARTY’SFRAUD OR FRAUDULENT MISREPRESENTATION.
Member Information. EXCEPT FOR EN’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN OUR PRIVACY POLICY, EN ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY PERSONALIZATION SETTINGS.
Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EN AND YOU.
11. Remedies.
Violations. If we become aware of any possible violations by you of the Terms, we reserve the right to investigate such violations. If, as a result of the investigation, we believe that criminal 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 information or materials on or in the Site in our possession in connection with your use of the Site, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to your requests for customer service, or (4) protect the rights, property or personal safety of EN, our Members or the public, and all enforcement or other government officials, as we in our sole discretion believe to be necessary or appropriate.
Breach. In the event that we determine, in our sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the Site, we reserve the right to, in addition to any other remedy provided in these terms:
Warn you via e-mail (to any e-mail address you have provided to us) that you have violated the Terms;
Discontinue your registration(s) with the any of the Site, including any Services;
Pursue any other action which we deem appropriate.
12. Term and Termination.
Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Site, unless terminated earlier in accordance with the Terms.
Prior Use. Notwithstanding the foregoing, if you used the Site prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used the Site (whichever is earlier) and will remain in full force and effect while you use the Site, unless earlier terminated in accordance with the Terms.
Termination of Services by EN. If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Terms, or if we are required to do so by law (e.g., where the provision of the Site or the Services is, or becomes, unlawful), we have the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made at our sole discretion and that we shall not be liable to you or any third party for any termination of your Account.
Termination of Services by You. If you want to terminate the Services provided by us, you may do so by ceasing to use the Services which can be completed within your Account profile or otherwise properly notifying us.
Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Upon termination of any Service, your right to use such Service will automatically terminate immediately. We will not have any liability whatsoever to you for any suspension or termination. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
No Subsequent Registration. If your registration(s) with or ability to access the Site is discontinued by us due to your violation of any portion of the Terms, then you agree that you shall not attempt to re-register with or access the Site through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those the Site to which your access has been terminated. In the event that you violate the immediately preceding sentence, 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.
13. International Users. The Site 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 we intend to announce such Services in your country. The Site is controlled and offered by us from our facilities in the United States of America and for purchases taking place by Members domiciled in the United States and, therefore, we make no representations that the Site is appropriate or available for use in other locations or complies with laws or regulations in such other countries. Those who access or use the Site from other countries do so at their own volition and are responsible for compliance with local law.
14. Dispute Resolution.Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with EN and limits the manner in which you can seek relief from us.
Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Site, to any products sold or distributed through the Site, or to any aspect of your relationship with us, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or us may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Arbitration Agreement or any prior version of this Agreement.
Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, we will pay them for you. In addition, we will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and us. The arbitration proceeding 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 monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). 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 us.
Waiver of Jury Trial. YOU AND EN HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and EN are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14(A) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection's limitations as to a given claim for relief, then the associated claim must be severed from the arbitration and brought into the State or Federal Courts located in San Diego, California. All other claims shall be arbitrated.
30-Day Right to Opt-Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending notice of your decision to opt out to the following address: help@XNow.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
Severability. If any part or parts of this Arbitration Agreement 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.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with us.
Modification. Notwithstanding any provision in this Agreement to the contrary, you agree that if we make any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing emailing us, pursuant to the notice procedure described in Section 14(F) above.
15. General Provisions.
Electronic Communications. The communications between you and us by electronic means, whether you visit the Site or send us e-mails, or whether we post notices on the Site or communicates with you via e-mail shall, for contractual purposes, you agree as follows (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
Release. You hereby release the EN Parties and its successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, illness (including contracting COVID-19), death, and property damage that is either directly or indirectly related to or arises from the purchase, sale, advertising, marketing and promotion of Tickets and Travel Bookings via the Site. 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.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a EN Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site or any Services provided hereunder.
Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. We may assign our rights under these Terms as we determine in our sole discretion.
Force Majeure. We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Site, please contact us at: help@XNow.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and EN agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state or federal courts located in San Diego, California.
Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, 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 THESE TERMS.
Notice. Where we require you to provide an e-mail address, you are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to us at the following email address: help@XNow.com pursuant to the notice procedures described in Section 14(F) above. Such notice shall be deemed given when received by us by at the above email address.
Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
California Consumers. Pursuant to California Civil Code § 1789.3, California users of the Site are entitled to the following consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento CA 95834, by telephone at (916) 445-1254 or (800) 952-5210 or facsimile at (916) 574-8676.21. Contacting Us. If you have questions regarding our Terms its implementation, failure to adhere to these Terms and/or our general practices, please contact us at help@XNow.com.
Export Control. The Site may not be used by 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 Site, 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 Site 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 through the Site and Services 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, re-export, or transfer Site-obtained products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
16. Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.