TuneStub

Ticketing Solution Terms of Use | Website Terms of Use

TUNESTUB TICKETING SOLUTION TERMS OF USE


IMPORTANT - READ CAREFULLY
Last Updated: January 17, 2014.
 
This document (these “Terms of Use” or “Terms”) sets forth terms and conditions under which CrowdTorch LLC d/b/a TuneStub (“TuneStub”) provides you (“Customer”, “you”, “your”) a license to access and use TuneStub’s proprietary full-service ticketing solution for the advertisement, promotion and sale of tickets to live events (“Ticketing Solution”) through the www.tunestub.com website, including but not limited to all content and functionality available through the tunestub.com domain name and any interfaces for mobile devices (the “Site”).
 
By accessing the Ticketing Solution, you agree to comply with and to be bound by the Terms set out below, including the policies and guidelines linked to (by way of the provided URLs) from these Terms. If you do not understand or agree with these Terms, please do not use the Ticketing Solution.  TuneStub may amend these Terms at any time in its sole discretion, effective upon posting the amended Terms at the domain or subdomains of http://www.tunestub.com where the prior version of the Terms was posted, or by communicating these changes through any written contact method we have established with you.  You may not access the Ticketing Solution if you are a direct competitor of TuneStub, except with TuneStub’s prior written consent.
 
TuneStub, pursuant to these Terms, shall provide You with the Ticketing Solution through the Site and/or through such other website or URL that you identify in writing and TuneStub approves (the “Customer Website”) for the sale of tickets to live events that you promote, run or otherwise sell tickets to (the “Customer Events”).
 
  1. ORDER FORM
 
These Terms are incorporated by reference into each order form, partnership form, purchase order, service order or other similar document executed by Customer and TuneStub (each “Order Form”), pursuant to which the Customer receives the right to access and use the Ticketing Solution to sell tickets to the Customer Events.  These Terms and the Order Form together comprise a binding written agreement between Customer and TuneStub, effective as of the date of mutual execution of the Order Form by TuneStub and Customer (the “Agreement”).  In the event of any conflict between the provisions contained in an Order Form and these Terms, the provisions in the Order Form shall control (provided, however, that the fact that a provision appears in an Order Form but not these Terms, or in these Terms but not the applicable Order Form, shall not be deemed to be a conflict for purposes of this sentence).
 
  1. SERVICE
 
  1. Access
 
To use some of the features of the Ticketing Solution, Customer may be required to create an account and provide information about Customer Events, lineup, artists and venue (an “Account”).  Customer agrees to (i) provide accurate, current and complete information as prompted by the registration from, and (ii) maintain and update the information to keep it accurate, current and complete. 
 
As part of the registration process, Customer may be asked to select a username and password.  TuneStub may refuse to grant a username if it determines, in its sole discretion, that such username (i) impersonates someone else, (ii) is or may be illegal, (iii) is or may be protected by trademark or other proprietary rights law, (iv) is vulgar or otherwise offensive, or (v) may cause confusion.  Customer is responsible for maintaining the confidentiality of its Account password.  TuneStub is not liable for any harm caused or related to the theft or misappropriation of a username or password, disclosure of a username or password, or a Customer’s authorization of anyone to use its username or password.  Customer agrees to notify TuneStub immediately of any unauthorized use of its Account.  If Customer has reason to believe that its Account is no longer secure, Customer must promptly change its password by visiting www.tunestub.com and immediately notify TuneStub of the problem.
 
  1. Customer Responsibilities
 
Where applicable, Customer agrees to (i) provide accurate, current and complete information about all past, present, and future Customer Events, lineups, and artists; (b) maintain and update venue information to keep it accurate, current, and complete; (c) post material suitable for viewing by users eighteen (18) and over; (d) allow TuneStub the explicit right to use Customer’s copyrights, trademarks, service marks, trade names, logos, and other intellectual and propriety rights for the purpose of providing the Ticketing Solution and promoting Customer’s business anywhere on the Site TuneStub deems appropriate and in all TuneStub created media, including social media networks (such as Facebook, Twitter, YouTube, and MySpace) and all content and functionality available through the tunestub.com domain name; (e) allow TuneStub to sell tickets to Customer Events held at Customer’s venue(s) or any other venue(s) or location(s) at which Customer’s business conducts a Customer Event; (f) refrain from engaging in any conduct that would unfairly prevent any person who purchased tickets to a Customer Event from the Site or through the Ticketing Solution from attending the Customer Event for which he or she purchased tickets, and agree to treat such individual in the same manner as if he or she purchased tickets directly from Customer; (g) refrain from engaging in any conduct that would harm, infringe, destroy, or otherwise negatively affect TuneStub's relationship with its users including individuals who purchase tickets to Customer Events; (h) accept TuneStub's roster of individuals who purchased a ticket to Customer Events and provide those individuals with access to Customer Events; (i) allow TuneStub to place information about Customer Events anywhere on the Site it deems appropriate; (j) update and keep accurate any payment information necessary for TuneStub to provide Customer’s business with compensation for Customer Event ticket sales; (k) allow information about Customer Events to be embedded by other users on other websites; and (l) allow only its current employees to have access to Customer’s User Account.  Customer acknowledges that, if any information provided by Customer is untrue, inaccurate, not current or incomplete, TuneStub reserves the right to terminate this Agreement and Customer’s use of the Ticketing Solution.
 
  1. Customer Content
 
Customer acknowledges that it is solely responsible for the usefulness and adequacy of all data, materials and content it provide for the Ticketing Solution or for use on the Site (the “Customer Content”).  Customer represents and warrants that the Customer Content is accurate and current, and that provision and/or use of the Customer Content hereunder does not violate or infringe the intellectual property, privacy or publicity rights of any third party, and that all placements of Customer Content has been approved for TuneStub’s use.  Customer shall defend, indemnify and hold TuneStub harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by TuneStub or which are agreed by TuneStub to be paid by way of settlement or compromise, arising out of any breach of the foregoing representation and warranty or any violation of applicable law by Customer.  Customer shall not be entitled to settle or compromise any such claim made against TuneStub without TuneStub’s prior written consent, such consent not to be unreasonably withheld.  Customer grants TuneStub a limited, non-exclusive right to use the Customer Content (including copyright, trademark, patent, publicity or other rights) for TuneStub to operate the Ticketing Solution.  Customer shall have exclusive control of the Customer Content which relates to the live event, venue or artist, including but not limited to any pictures and programs.  TuneStub shall cooperate with Customer to ensure that the Customer Content is accurate.
 
  1. Business Practices
 
Customer covenants that it will: (a) conduct business in a manner that reflects favorably on TuneStub and its good name, good will, and reputation; (b) avoid deceptive, misleading, or unethical practices that are or might be detrimental to TuneStub or the public; (c) make no false or misleading representations with regard to TuneStub or its Ticketing Solution; (d) make no representations, warranties or guarantees to third parties with respect to the specifications, features, or capabilities of TuneStub's services; and (e) not represent that it is acting as an agent of or otherwise on behalf of TuneStub.
 
  1. TERM AND TERMINATION
 
  1. Term
 
The term of this Agreement (“Term”) shall be the period set forth on the applicable Order Form. The Order Form will renew at the end of its Term as specified (and not on a per year basis) for another Term, equal to the length of the Term specified in the Order Form, unless you provide timely notice of nonrenewal as specified in the applicable Order Form.
 
  1. Termination
 
Either party may terminate an Order Form if (i) the other party breaches any material term or condition and fails to cure within thirty (30) days written notice, or (ii) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.  TuneStub may terminate an Order Form at any time and for any reason (including no reason) by providing Customer with at least thirty (30) days prior written notice of termination.
 
Upon termination of the Agreement, all of Customer’s rights to access and use the Ticketing Solution will terminate, and Customer will promptly (i) return to TuneStub any and all equipment provided by TuneStub under the Agreement and (ii) delete or otherwise remove any and all files relating to the Ticketing Solution from Customer’s computers and storage devices.  In the event that any Customer Events available on the Ticketing Solution have not occurred as of the effective date of termination and such Customer Events will occur within sixty (60) days after the effective date of termination (the “Upcoming Customer Events”), then the Agreement will remain in effect until all such Upcoming Customer Events have occurred, or until Customer notifies TuneStub in writing that Customer has made alternative ticketing arrangements for all such Upcoming Customer Events.  Customer will be responsible for making alternative ticketing arrangements for any Customer Events that will not occur within sixty (60) days after the effective date of termination.
 
  1. OPTIONAL PREMIUM SERVICES; EQUIPMENT; ADDITIONAL SERVICES
 
  1. Optional Premium Services
 
TuneStub provides the following optional premium services for Customers when specified on an Order Form.
 
  1. Designing and Programming of Custom Website:
 
If specified on the Order Form, TuneStub will create a custom TuneStub website with a content management system to allow updates without programming (“Custom Website”). TuneStub will collaborate with Customer to schedule delivery dates for Customer to provide Custom Website design and details.  TuneStub is not responsible for delays resulting from any failure by Customer to comply with the agreed upon delivery dates.  TuneStub will spend up to twenty (20) hours creating the Custom Website, during which TuneStub will (i) request a website design questionnaire from Customer, (ii) provide mockups of a web design based upon Customer requests, and (iii) do up to 4 rounds of revisions on design based on Customer feedback.  TuneStub reserves the right to determine that a Custom Website will require more than twenty (20) hours of work to create, and Customer will be notified and charged $150 per hour fee for the additional time to be spent creating the Custom Website.  TuneStub will program and will host the Custom Website, as well as provide email hosting, and setup, and technical maintenance and support for the website.
 
  1. Mobile Optimization Service:
 
The Mobile Optimization Service feature creates a mobile optimized buying experience, including large buy buttons, reduced content and mobile navigation, when on the Custom Website on mobile or smart phone devices such as iPhone, Android, and Blackberry devices for easier mobile purchasing. This feature may be enabled at any time by written request to TuneStub and will be pro-rated for any partial month usage, provided however that this Mobile Optimization Service is only available for the Custom Website.
 
  1. Booking Calendar:
 
The booking calendar allows a Customer to track bookings, holds, contracts, and talent communications on a booking calendar platform.  It also allows Customers to easily (i) put shows on sale from a hold, (ii) confirm acts, (iii) manage contracts, riders, technical advances and other documents for the show, and (iv) allow multiple bookers and employees to manage notes and information about a show.
 
  1. Email Blast Software:
 
The email blast software is a full service product with top of the industry deliverability and analytics that eases a Customer’s ability to communicate with customers.  It allows a Customer to (i) use customer database tools to create groups of customers to send emails, (ii) use template tools to create a custom look and feel, and (iii) track bounces, open rates, clicks, and more through the dashboard.
 
  1. Branded Emails and Tickets with Ad Space:
 
If specified on the Order Form, TuneStub will design branded emails and tickets to be emailed to Customer’s customers with every purchase.  Customer’s brand will be front and center, thus keeping the brand in all ticketholders’ minds.  Further, Customer will have an easy upload system that allows the placement of two (2) ad units on every print-at-home ticket.  Customer may use the space to promote future shows, holiday party bookings, gift cards, drink specials, or Customer may even sell the ad space.
 
  1. Gift Card Integration:
 
If specified on the Order Form, TuneStub will set up and integrate a gift card program into Customer’s ticketing system.  Customer may then (i) sell gift cards online and in person, (ii) track balances, (iii) redeem cards for tickets, and (iv) issue refunds to gift cards instead of giving cash.  Contact us for approved gift card vendors.  Gift card company fees are not included.
 
  1. Equipment
 
ANY EQUIPMENT PROVIDED BY TUNESTUB IS PROVIDED “AS IS” WIHTOUT WARRANTY OF ANY KIND, AND TUNESTUB DISLCAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, CORRESPONDENCE TO DESCRIPTION, OR FITNESS FOR A PARTICULAR PURPOSE.  During the Term, Customer may request, and TuneStub may provide to Customer, the equipment below for use with the Ticketing Solution.  Equipment is available on a purchase, lease or rental basis.  All leased or rented equipment must be returned to TuneStub within thirty (30) days of the expiration of such lease or rent.  Please contact your account manager for details.  If any equipment is lost, stolen, damaged or otherwise returned in a condition that is not comparable to the condition it was received in, Customer will be responsible for the cost of the missing or damaged items.  TuneStub reserves the right to cancel any provision of equipment to Customer if Customer fails to pay fees due under the Agreement.
 
Equipment Replacement Fee
Scanners $900
Epson Printers $400
Boca Printers $1400
Credit Card Swipers $50
Laptops $600
 
 
  1. Additional Services
 
If Customer requires or desires any development, support or consulting services related to the Ticketing Solution but not otherwise included under the Agreement (the “Additional Services”), Customer will provide TuneStub with a written request for the desired Additional Services.  Should TuneStub determine in its sole discretion to provide such Additional Services to Customer, Customer and TuneStub will negotiate in good faith regarding a written statement of work setting forth the Additional Services to be provided and the applicable fees and expenses for such Additional Services (the “Statement of Work”).  If no Statement of Work has been signed within thirty (30) days after receipt by TuneStub of Customer’s written request for Additional Services, neither party shall be obligated to continue such negotiations, and TuneStub will have no obligation to provide the Additional Services.  In addition, unless the parties should expressly agree otherwise in writing, all Additional Services will be provided on a time-and-materials basis at TuneStub’s then-current hourly rates.  The hourly rates for TuneStub personnel are available to Customer upon request. Upon execution of each Statement of Work by the parties, such Statement of Work will be sequentially numbered, dated, and incorporated into the Agreement as an attachment.
 
  1. LICENSE GRANT
 
  1. License
 
Subject to Customer's acceptance and continuing adherence to these Terms, TuneStub grants Customer a non-exclusive and non-transferable license to access use the Ticketing Solution during the Term hereof solely for the purpose of selling tickets to Customer Events.  Except for the foregoing license, no other rights to any component of the Ticketing Solution are granted hereunder.
 
  1. No Title
 
This license confers no title or ownership in the Ticketing Solution or any component thereof.  This license is not a sale of any rights in the Ticketing Solution.  The Ticketing Solution is owned by TuneStub and Customer must treat it like any other copyrighted material.
 
  1. No De-compilation; No Source Code
 
Customer may not copy or modify the Ticketing Solution, reverse engineer it or disassemble/de-compile the Ticketing Solution.  Customer will not receive or have access or license to any source code for the Ticketing Solution.
 
  1. PRICING AND PAYMENT
 
  1. Service Fees and Refunds
 
TuneStub will collect a per-ticket fee for each ticket sold using the Ticketing Solution.  Customers will have the ability, through the Ticketing Solution (or by request to TuneStub), to issue refunds both on a per-ticket purchaser basis and to all ticket purchasers for a Customer Event (e.g., where a Customer Event is canceled).  Refunds on a per-ticket purchaser basis will include a refund of any service fees paid by such ticket purchaser, and there will be no charge for refunds to the Customer.  If a show is cancelled and all ticket purchasers are refunded, TuneStub will have the right to charge Customer the per ticket service fee for work performed on all tickets sold and refunded.
 
  1. Price and Payment
 
Customer agrees to the service fees and other charges (the “Fees”) as stated on the Order Form.  Customer is responsible for all taxes, charges or duties including, without limitation, sales, use, value added, royalty or withholding taxes imposed by a federal, state, provincial, local or other government entity on Ticketing Solution provided under the Agreement, excluding taxes based on TuneStub's net income.  Customer may choose to use either TuneStub’s merchant account or its own merchant account. 
 
Customer is solely responsible for providing and maintaining accurate address and other contact information as well as payment information. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9.  Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from any payment due to Customer or invoiced to Customer. TuneStub may change its pricing and/or payment structure at any time.  If Customer disputes any payments or any invoice, Customer must notify TuneStub in writing within thirty (30) days of any such payment or invoice; failure to so notify TuneStub shall result in the waiver by Customer of any claim relating to any such disputed payment or invoice. Payments and invoices shall be calculated solely based on records maintained by TuneStub. No other measurements or statistics of any kind shall be accepted by TuneStub or have any effect under the Agreement.
 
  1. Terms applicable only to use of Customer’s merchant account:
 
Where Customer is using its own online merchant account (and not TuneStub’s merchant account), Customer will use either PayPal’s Payflow Pro or Authorize.net as its online payment gateway solution (the “Gateway”), and will notify TuneStub promptly following execution of the Agreement of the Gateway that Customer has elected to use.  For Customer’s online merchant account, Customer may choose any reputable merchant account provider, and agrees to notify TuneStub of Customer’s selected merchant account provider as soon as possible after execution of the Agreement. 
 
Customer will be responsible for collecting payment from ticket purchasers buying tickets to Customer Events using the Customer Website and in-house sales, such as phone orders and walkups using credit cards or cash.  TuneStub will be responsible for collecting payment from ticket purchasers buying tickets to Customer Events using the Site.  TuneStub will configure the Ticketing Solution to direct ticket purchasers to Customer’s online merchant account for payment processing through an approved Gateway, and TuneStub will invoice Customer on a monthly basis for the fees due to TuneStub.  All invoices will be due and payable upon receipt by Customer, and Customer will begin to incur late fees (equal to the lesser of 1.5% per month from the due date until the date of payment, or the maximum allowable by law) for any invoice that is not paid in full within thirty (30) days after the date of invoice.
 
  1. Terms applicable only to use of TuneStub’s merchant account:
 
If the Customer elects to use TuneStub’s merchant account (and not Customer’s merchant account), TuneStub will be responsible for collecting payments from all ticket purchasers using the Customer Website, the Site, and in-house credit card sales such as phone orders and walkups using credit cards.  Customer will be responsible for collecting in-house cash sales.
 
Customer shall receive a payment related to the number of valid tickets sold on the Site. Unless otherwise agreed to by the parties in writing (including by electronic mail), payments to Customer shall be sent by TuneStub within approximately ten (10) business days after the end of the calendar week (Monday through Sunday) in which the Customer Event(s) occurs if the applicable Customer earned a balance of $50 or more. Payments are rolled over into the following ten (10) business days pay period if the threshold is missed. However, all payments may be distributed at the end of the month even if the threshold limit is not reached.  In the event the Agreement is terminated, TuneStub shall pay Customer’s earned balance to Customer within approximately thirty (30) days after the end of the calendar week in which the Agreement is terminated. In no event however shall TuneStub make payments for any earned balance less than $1.00.
 
Notwithstanding the foregoing, TuneStub shall not be liable for any payment based on: (i) tickets for which an inaccurate or invalid credit card number, bank account, or any other form of payment is used which results in TuneStub being unable to collect payment from another for the purchase of the ticket; (ii) Customer Event(s) that were cancelled due to no fault of TuneStub; (iii) any breach of the Agreement by Customer. TuneStub reserves the right to withhold payment or charge back Customer’s account due to any breach of the Agreement by Customer, pending TuneStub’s reasonable investigation of the breach.
 
Customer acknowledges and agrees that TuneStub may should it decide to do so, without further notice to Customer, contribute to a charitable organization selected by TuneStub all funds, payments and other amounts held by TuneStub and that are due to Customer (if any), but which TuneStub is unable to pay or deliver to Customer because Customer’s payment information is inaccurate or invalid, or Customer’s User Account is inactive. “Inactive” means that, based on TuneStub’s records: (i) for a period of twelve (12) months or more Customer has not logged into Customer’s User Account or accepted funds, payments or other amounts TuneStub has attempted to pay or deliver to Customer, and (ii) TuneStub has been unable to reach Customer, or has not received adequate payment instructions from Customer, after contacting Customer at the address shown in TuneStub’s records.
 
  1. PRIVACY
 
  1. Confidentiality
 
Each party shall maintain the confidentiality of all information and data of the other and its affiliates, that is marked as confidential or which ought reasonably to be regarded as confidential, that it collects, receives or processes in connection with this Agreement and shall not directly or indirectly copy, release, disclose, divulge or permit access to any such confidential information without the prior written consent of the other party. The restrictions in this section do not apply to any information which: (i) at the time of disclosure or thereafter is generally available to and known by the public or any third party (other than as a result of an unauthorized disclosure directly or indirectly by the non-disclosing party), (ii) was or becomes available to the non-disclosing party on a non-confidential basis from a source other than the disclosing party, (iii) has been independently acquired or developed by the non-disclosing party without violating any of its obligations under this Agreement.
 
Notwithstanding the foregoing, all Customer Content posted to the Site will be treated as non-confidential and non-proprietary.  In these Terms, post means the provision of information to the Site through features of the Site that are used to make information available to other members of the public (e.g., user reviews, bulletin boards, chat rooms, etc.).
 
  1. Privacy
 
Any information collected by TuneStub will be treated in the manner described in TuneStub’s Privacy Policy, located at http://www.tunestub.com/policiesForPrivacy.cfm and incorporated into these Terms by reference, and in accordance with all applicable data privacy laws and regulations (collectively, “Data Privacy Policy and Rules”).  Both TuneStub and Customer will comply in all material respects with the Data Privacy Policy and Rules, and will provide such help and cooperation as is reasonably necessary or requested to the other to comply with the same.
 
Information that is posted to the Site shall not be subject to the Privacy Policy and may be publicly displayed and disclosed and otherwise used by TuneStub or any third party in any way.  
 
  1. Sensitive Personal Information
 
Notwithstanding any provision to the contrary in this Agreement, Customer acknowledges and agrees that use of the Ticketing Solution to transmit, process or store Sensitive Personal Information (as defined below) is unnecessary for use of the Ticketing Solution and therefore Customer shall be solely responsible for any such use of the Ticketing Solution by Customer or its employees, agents, subcontractors or clients, and TuneStub shall bear no risk or liability for same. “Sensitive Personal Information” shall be defined as (a) social security numbers; (b) passport numbers or other government issued id numbers, date of birth and/or gender, except solely to the extent required by applicable regulations of the Department of Homeland Security or other government regulatory body; (c) health or medical information (other than food allergies or medical contact information); (d) financial account information (other than payment information entered securely using TuneStub’s online payments module); and (e) other information which a reasonable person would recognize as being highly sensitive (but excluding, for avoidance of doubt, contact information such as name, mailing address, email address, and phone number).
 
  1. THIRD-PARTY PROPRIETARY RIGHTS
 
  1. Third-party Links and Content
 
The Site may contain links to third-party websites that are not owned or controlled by TuneStub.  TuneStub has no control over, and assumes no responsibility for, the content, privacy policies or practices of any third party websites.  In addition, TuneStub will not and cannot censor or edit the content of any third-party site.  TuneStub shall have no liability from use of any third-party website.
 
Customer understands and agrees that any third-party data, content, materials or software (“Third-party Content”) which may be published on the Site or otherwise made available through the Site may be subject to third party licenses, that such licenses may be altered or revoked at any time by the applicable third party licensor, and that removal or alteration of Third-party Content shall not constitute a breach of these Terms.
 
  1. Copyright Dispute Policy
 
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If any person believes in good faith that materials hosted by TuneStub infringes his or her copyright, such person (or such person’s agent) may send TuneStub a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow TuneStub to locate the material on the Site; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Additionally, if any person believes in good faith that a notice of copyright infringement has been wrongly filed by TuneStub against such person, the DMCA permits such person to send TuneStub a counter-notice.
 
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Site should be sent to TuneStub LLC Attn: Customer Ticketing Solution, 11833 Mississippi Avenue, Suite 201, Los Angeles, California 90025, Main: (877) 318-4540, Fax: (800) 807-3109, or email us at legal@crowdtorch.com.  TuneStub suggests that a person filing a notice consults his or her legal advisor before filing a notice or counter-notice.  There can be penalties for false claims under the DMCA.
 
  1. GENERAL TERMS
 
  1. Warranties
 
THE TICKETING SOLUTION AND THE SITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND TUNESTUB DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, CORRESPONDENCE TO DESCRIPTION, FITNESS FOR A PARTICULAR PURPOSE.  TUNESTUB DOES NOT REPRESENT OR WARRANT BUT WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE TICKETING SOLUTION AND SITE ARE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVERS USED FOR THE TICKETING SOLUTION WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
 
  1. Limitation of Liability
 
TuneStub’s liability to you, your affiliates, registered agents, assignees, or any third party claims, for claims seeking indemnity, or for any recoverable losses, damages, or litigation and attorney’s fees or costs arising with respect to the Ticketing Solution, the Site or these Terms shall be limited to the amount of your actual direct damages, not to exceed (in the aggregate for all claims) the total annual amount paid under these Terms or the applicable agreement during its then-current contract year. If no fee is paid to TuneStub, TuneStub does not retain any liability.
 
IN NO EVENT WILL TUNESTUB OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, MANUFACTURE OR DISTRIBUTION OF ANY SOFTWARE, SERVICES OR OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT BE LIABLE OR INDEMNIFY YOU FOR: (i) ANY DAMAGES CAUSED BY A USER’S OR CUSTOMER’S FAILURE TO PERFORM HIS OR HER RESPONSIBILITIES; (ii) ANY CLAIMS OR DEMANDS OF THIRD PARTIES OR (iii) ANY LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SITE OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF TUNESTUB OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
 
These limitations of liability will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in the agreement.
 
  1. Governing Law
 
All matters with respect to the Ticketing Solution, the Site, and these Terms will be governed by the laws of the Commonwealth of Virginia, United States of America, without regard to any conflict of law principles.  All parties agree to the sole and exclusive venue of the state and federal courts encompassing Arlington, Virginia for all matters arising with respect to same, and waive their right to a jury trial. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply hereunder.
 
  1. Notices
 
Any notice pursuant to these Terms shall be in writing and shall be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when delivered if delivered personally or sent by express courier service; (iii) when transmitted if sent by a confirmed facsimile; or (iv) when transmitted via email, provided that the receiving party acknowledges receipt by return email, and that the email clearly states in the subject line that it is intended to give notice under these Terms.
 
  1. Entire Agreement
 
This Agreement supersedes any prior agreement or understanding between the parties whether oral or written, and no party has relied on any representation that is not expressly set forth in this Agreement.  Any additional or conflicting terms contained in any Customer purchase order, proposal or other document shall be deemed to be rejected by TuneStub without need of further notice of objection, even if such document is acknowledged or accepted by TuneStub, and regardless of any statement to the contrary which may be contained therein, and shall be of no effect or in any way binding upon TuneStub. The provisions of this Agreement shall be deemed severable, and the unenforceability of any one or more provisions shall not affect the enforceability of any other provisions.
 
  1. Force Majeure
 
TuneStub will not be in default or otherwise liable for any delay in or failure of its performance under these Terms if such delay or failure arises by any reason beyond its reasonable control, including any act of God, criminal acts, or any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delays in transportation or communications, or any act or failure to act by Customer, its employees, agents, or contractors. The parties will promptly inform and consult with each other as to any of the above causes that, in their judgment, may or could be the cause of a substantial delay in the performance of this Agreement. TuneStub is not liable for excusable delay.
 
  1. Legal Fees
 
TuneStub shall be entitled to recover reasonable attorney’s fees in the event TuneStub is the prevailing party in any legal action to enforce or interpret these Terms or the Agreement.
 
  1. Assignment
 
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by Customer, but may be assigned by TuneStub without restriction.
 
  1. Press Releases; Customer Lists
 
No Customer may issue any press release or other public statement regarding the existence, terms or subject matter of any agreement or relationship with TuneStub without TuneStub’s prior written consent. All Customers acknowledge and agree that TuneStub may use such Customer’s organization’s name and logo, and may use images that are posted on the Site to identify such Customer as a customer of TuneStub on TuneStub’s website, in investor documents (whether or not filed with the Securities and Exchange Commission), and as part of a list of TuneStub’s customers for use and reference in TuneStub’s corporate and marketing literature.
 
  1. Office Locations
 
TM Procure CA, Inc. - 1 Germain Street, Suite 1500, Saint John, New Brunswick, E2L4V1, Canada
CT Procure IRE, Ltd. - 29 Earlsfort Terrace, Dublin, 2, Ireland
 
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TUNESTUB WEBSITE TERMS OF USE


IMPORTANT - READ CAREFULLY
 
Last Updated: January 17, 2014.
 
This website, including all content and functionality available through the tunestub.com domain name and interfaces for mobile devices (the “Site”) is provided by CrowdTorch LLC d/b/a TuneStub and its related entities (collectively, “TuneStub”).  All references to this Site shall hereinafter include any affiliated websites, including but not limited to all content and functionality available through such affiliated website.  This document (these “Terms of Use” or “Terms”) sets forth the terms and conditions under which TuneStub provides access to the Site. 
 
By accessing the Site or any content found on the Site, you agree to comply with and to be bound by the Terms set out below, including the policies and guidelines linked to (by way of the provided URLs) from these Terms. If you do not understand or agree with these Terms, please do not use the Site.  TuneStub may amend these Terms at any time in its sole discretion, effective upon posting the amended Terms at the domain or subdomains of www.tunestub.com where the prior version of the Terms was posted, or by communicating these changes through any written contact method we have established with you.  You may not access the Site if you are a direct competitor of TuneStub, except with TuneStub’s prior written consent.
 
  1. DEFINITIONS
 
  1. TuneStub Solution(s) means: (i) TuneStub’s mobile application-based event management solution; (ii) TuneStub’s proprietary full-service ticketing system for the advertisement, promotion, purchase and sale of tickets to live events; and/or (iii) any other solution TuneStub may provide in the future.
 
  1. Order Form means any order form, partnership form, purchase order, service order or other similar document executed by TuneStub and a TuneStub customer pursuant to which such customer receives the right to access and use the TuneStub Solution(s).
 
  1. User means any TuneStub customer or other party who accesses, browses, crawls or in any way uses the Site.
 
  1. TUNESTUB DIRECT CUSTOMER AGREEMENT
 
The terms and conditions of an Order Form shall govern a TuneStub customer’s access and use of the Site in connection with such customer’s receipt and use of the TuneStub Solutions pursuant to an Order Form.
 
  1. ACCESS
 
  1. Eligibility
 
In order to use the Site, a User must be at least eighteen (18) years old and have the requisite power and authority to enter into these Terms. All others are prohibited from using the Site.  Any User using the Site on behalf of a person, company, entity or organization must be an authorized representative with the authority to bind the person, company, entity or organization to these Terms (which authority such User hereby exercises).
 
  1. License Grant
 
Subject to acceptance and continuing adherence to these Terms, TuneStub provides to Users a limited, non-exclusive, non-transferable license to access and use the Site.  Except for the foregoing limited license, and except for any other rights expressly granted herein, no other rights to the Site are granted to Users, and the Site is and will remain the sole and exclusive property of TuneStub and its licensors, if any, whether the Site is separate or integrated with any other products, services, deliverables or websites.
 
  1. User Account
 
To use some of the features of the Site, a User may be required to create an account and provide information about himself or herself (a “User Account”).  Each User agrees to (i) provide accurate, current and complete information as prompted by the registration from, and (ii) maintain and update the information to keep it accurate, current and complete.
 
As part of the registration process, each User will be asked to select a username and password.  TuneStub may refuse to grant a username if it determines, in its sole discretion, that such username (i) impersonates someone else, (ii) is or may be illegal, (iii) is or may be protected by trademark or other proprietary rights law, (iv) is vulgar or otherwise offensive, or (v) may cause confusion.  Each User is responsible for maintaining the confidentiality of his or her User Account password.  TuneStub reserves the right to close a User Account at any time for any or no reason.  These Terms will remain in full force and effect for the entirety of a User’s use of the Site.  In the event of any termination of any membership, service or feature, a User will still be bound by his or her obligations under these Terms, including any indemnifications, warranties and limitation of liability.  Nothing in these Terms will be deemed to confer any third- party rights or benefits.
 
TuneStub is not liable for any harm caused or related to the theft or misappropriation of a username or password, disclosure of a username or password, or a User’s authorization of anyone else to use his or her username or password.  All Users agree to notify TuneStub immediately of any unauthorized use of his or her User Account.  If a User has reason to believe that his or her User Account is no longer secure, such User must promptly change his or her password by visiting www.tunestub.com and immediately notify TuneStub of the problem.
 
  1. User Responsibilities
 
All Users agree (i) to abide by all applicable local, state, national, and international laws and regulations; (ii) not to use the Site for illegal purposes; (iii) not to impersonate any person or entity or engage in any fraudulent business practice; (iv) not to display or transmit any unlawful, harmful, hateful, racially, ethnically or objectionable material of any kind; (v) not to distribute in any way files that contain viruses, corrupted files, or any other similar programs; and (vi) not to interfere or disrupt the Site’s functionality.  All Users further agree not to transfer or resell their use of or access to the Site to any third party.
 
Users are solely responsible for their actions in using the Site, and the actions of their respective employees and agents that use the Site on their behalf, including without limitation to sell or purchase tickets and for related communications with other Users. Users assume all risk in dealing with other Users, and any dispute between Users must be resolved directly between the applicable Users.
 
  1. TERMS APPLICABLE TO TICKET PURCHASES
 
If you wish to purchase products or services described on the Site (each such purchase, a “Transaction”), you will be asked by TuneStub or the third party provider of the product or service to supply certain information applicable to your Transaction, including without limitation credit card and other information.  You agree that all information that you provide to TuneStub or such third party provider will be accurate, current and complete.  You agree to pay all charges incurred by you or any users of your account and credit card (or other applicable payment mechanism) at the price(s) in effect when such charges are incurred.  You will also be responsible for paying any applicable taxes relating to your purchases.
 
YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MEANS USED TO INITIATE ANY TRANSACTION.  By submitting such information, you grant TuneStub the right to provide such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf.  Verification of information may be required prior to the acknowledgement or completion of any Transaction.
 
All purchases are subject to TuneStub’s service fees and charges.  You agree that all purchases made by you on the Site cannot be exchanged and are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law.  You will be responsible for paying all applicable taxes in connection with your purchase of any tickets.  You may not be able to use tickets purchased on the Site if you do not follow our Purchase Policy, located on the Site and incorporated into these Terms by reference.
 
You acknowledge that TuneStub and its partner websites have no control over the quality, accuracy, safety or legality of the products or services advertised.  NOTWITHSTANDING ANY STATEMENT TO THE CONTRARY AND TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, TUNESTUB SHALL HAVE NO LIABILITY FOR ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM OR IN RELATION TO ANY TRANSACTION.
 
  1. PROPRIETARY RIGHTS
 
  1. Privacy
 
Any information collected by TuneStub will be treated in the manner described in TuneStub’s Privacy Policy, located at http://www.tunestub.com/policiesForPrivacy.cfm and incorporated into these Terms by reference.  TuneStub will not be responsible or otherwise liable for any use or disclosure of contact information, or financial information, by a third-party to whom TuneStub is allowed to disclose contact information under the Privacy Policy.
 
All User Content (as defined below) posted to the Site will be treated as non-confidential and non-proprietary.  In these Terms, post means the provision of information to the Site through features of the Site that are used to make information available to other members of the public (e.g., user reviews, bulletin boards, chat rooms, etc.).  Information that is posted to the Site shall not be subject to the Privacy Policy and may be publicly displayed and disclosed and otherwise used by TuneStub or any third party in any way.  Users should not post information about themselves on the Site that can be used to identify or contact them, including, but not limited to, name, home or work address, phone numbers, email address or other such information. TuneStub cannot prevent such information from being used in a manner that violates these Terms, the law, or a User’s personal privacy and safety. By posting such information on the Site, a User violates these Terms and assumes the risks and sole liability for the results of such posting.
 
  1. User Content
 
“User Content” means any data, materials or content that Users post, submit or transmit to or through the Site, such as ratings, reviews, complements, invitations and information that display as part of a User Account profile.  TuneStub may use User Content in a number of different ways, including displaying it on the Site, reformatting it, incorporating it into other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms ("Other Media").  As such, all Users (i) irrevocably grant TuneStub permission to use their User Content for any purpose, (ii) irrevocably grant the Site’s Users and the Users of any Other Media the right to access their User Content in connection with their use of the Site and/or any Other Media, and (iii) irrevocably waive, and cause to be waived, any claims and assertions of moral rights or attribution with respect to their User Content.
 
Each User alone is responsible for his or her User Content, and assumes all risks associated with the User Content, including anyone's reliance on its accuracy, completeness or usefulness, or any disclosure of information in the User Content that makes the User personally identifiable.  All Users (i) represent that he or she owns, or has the necessary permissions to use and authorize the use of, his or her User Content as described herein, and (ii) agree to defend, indemnify and hold TuneStub harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by TuneStub or which are agreed by TuneStub to be paid by way of settlement or compromise, arising out of any breach of the foregoing representation and warranty.
 
TuneStub may remove or reinstate User Content from time to time at its sole discretion. For example, TuneStub may remove a review if it believe the review violates its content guidelines.  TuneStub has no obligation to retain or provide a User with copies of User Content, nor does TuneStub guarantee any confidentiality with respect to User Content.
 
TuneStub and its licensees may display advertisements and other information adjacent to or included with User Content on the Site and Other Media.  Users are not entitled to any compensation for such advertisements.  The manner, mode and extent of such advertising are subject to change without specific notice to any User.
 
  1. No Transfer
 
All Users acknowledge that, except for the User Content and Third-party Content (as defined below), TuneStub or its licensors retain all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the Site.  All Users expressly acknowledge that nothing in these Terms or in the course of a Transaction shall operate in any way whatsoever to transfer any intellectual property rights from TuneStub or its licensors to any User.
 
  1. Restrictions on Use
 
All Users agree not to (i) restrict or inhibit any other User from using the Site, including, without limitation, by means of "hacking" or defacing any portion of the Site; (ii) use the Site for any unlawful purpose; (iii) express or imply that any statements a User makes are endorsed by TuneStub, without TuneStub's prior written consent; (iv) transmit any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes TuneStub's or any third party's intellectual property or other rights; (v) transmit any material, non-public information about persons or companies without the authorization to do so; (vi) transmit any trade secret of any third party; (vii) transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by TuneStub), (viii) engage in spamming or flooding; (ix) transmit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature; (x) modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Site; (xi) remove any copyright, trademark or other proprietary rights notices contained in the Site; (xii) "frame" or "mirror" any part of the Site without TuneStub's prior written authorization; (xiii) link to any page of or content on the Site other than the URL located at www.tunestub.com; (xiv) use any robot, spider, offline reader, website search/retrieval application or other manual or automatic device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents without TuneStub's prior written consent; (xv) harvest or collect information about Site visitors or members without their express consent; (xvi) take any action that imposes an unreasonable or disproportionately large load on Site infrastructure; (xvii) access, reload or "refresh" transactional event or ticketing pages, or make any other request to transactional servers, more than once during any three-second interval; (xviii) request more than 1,000 pages of the Site in any twenty-four hour period, whether alone or acting in concert with a group of individuals; (xix) use any passcode or password, regardless of whether or not such password or passcode is unique, to participate in a presale or other offer on the Site if not the original recipient of such passcode or password (i.e., if a User did not receive the passcode or password from TuneStub, or from the fan club or other organization with whom TuneStub is working to enable such presale or offer) or if User’s participation in such presale or other offer is inconsistent with such presale's or offer's terms); (xx) post content that is patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual or post content that could be harmful to minors; (xxi) harass or advocates harassment of another person; (xxii) promote information that User knows is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (xxiii) display pornographic or sexually explicit material of any kind; (xxiv) provide material that exploits people under the age of eighteen (18) in a sexual or violent manner, or solicits personal information from anyone under eighteen (18); (xxv) provide instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; (xxvi) solicit passwords or personal identifying information for commercial or unlawful purposes from other Users; (xxvi) engage in commercial activities without TuneStub’s prior written consent, such as contests, sweepstakes, barter, advertising, and pyramid schemes; or (xxvii) infringe TuneStub's or any third party's copyright, patent, trademark, trade secret, rights of privacy or publicity or other proprietary or intellectual property rights of any nature.
 
Notwithstanding the foregoing, TuneStub grants the operators of public search engines 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.  TuneStub reserves the right to revoke these exceptions either generally or in specific cases;
 
  1. Third-party Links and Content
 
The Site may contain links to third-party websites that are not owned or controlled by TuneStub.  TuneStub has no control over, and assumes no responsibility for, the content, privacy policies or practices of any third party websites.  In addition, TuneStub will not and cannot censor or edit the content of any third-party site.  By using the Site, Users expressly relive TuneStub from any and all liability arising from use of any third-party website.
 
All Users understand and agree that any third-party data, content, materials or software (“Third-party Content”) which may be published on the Site or otherwise made available through the Site may be subject to third party licenses, that such licenses may be altered or revoked at any time by the applicable third party licensor, and that removal or alteration of Third-party Content shall not constitute a breach of these Terms.
 
  1. Copyright Dispute Policy
 
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If a User believes in good faith that materials hosted by TuneStub infringes his or her copyright, such User (or such User’s agent) may send TuneStub a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow TuneStub to locate the material on the Site; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Additionally, if a User believes in good faith that a notice of copyright infringement has been wrongly filed by TuneStub against such User, the DMCA permits the User to send TuneStub a counter-notice.
 
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Site should be sent to CrowdTorch LLC Attn: Customer Service, 11833 Mississippi Avenue, Suite 201, Los Angeles, California 90025, Main: (877) 318-4540, Fax: (800) 807-3109, or email us at legal@crowdtorch.com.  TuneStub suggests that a User consults his or her legal advisor before filing a notice or counter-notice. Also, all Users should be aware that there can be penalties for false claims under the DMCA.
 
  1. GENERAL TERMS
 
  1. Warranties
 
THE SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND TUNESTUB DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, CORRESPONDENCE TO DESCRIPTION, FITNESS FOR A PARTICULAR PURPOSE.  TUNESTUB DOES NOT REPRESENT OR WARRANT BUT WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THAT THE SITE IS UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVERS USED FOR THE SITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
 
  1. Limitation of Liability
 
TuneStub’s liability to any User, or any third party claims, for claims seeking indemnity, or for any recoverable losses, damages, or litigation and attorney’s fees or costs arising with respect to the Site or these Terms shall be limited to the amount of such User’s actual direct damages, not to exceed (in the aggregate for all claims) the total annual amount paid under these Terms to TuneStub during its then-current contract year. If no fee is paid to TuneStub, TuneStub does not retain any liability.
 
IN NO EVENT WILL TUNESTUB OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, MANUFACTURE OR DISTRIBUTION OF ANY SOFTWARE, SERVICES OR OTHER MATERIALS PROVIDED UNDER THESE TERMS BE LIABLE OR INDEMNIFY YOU FOR: (i) ANY DAMAGES CAUSED BY A USER’S FAILURE TO PERFORM HIS OR HER RESPONSIBILITIES; (ii) ANY CLAIMS OR DEMANDS OF THIRD PARTIES OR (iii) ANY LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SITE, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF TUNESTUB OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
 
These limitations of liability will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in the agreement.
 
  1. Governing Law
 
All matters with respect to the Site and these Terms will be governed by the laws of the Commonwealth of Virginia, United States of America, without regard to any conflict of law principles.  All Users agree to the sole and exclusive venue of the state and federal courts encompassing Arlington, Virginia for all matters arising with respect to same, and waive their right to a jury trial. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply hereunder.
 
  1. Rules for Sweepstakes, Contests and Games
 
In addition to these Terms, any sweepstakes, contests, games or similar promotions (collectively, "Promotions") made available through the Site may be governed by specific, separate rules.  By participating in any such Promotion, a User will become subject to those rules.  TuneStub urges such Users to review any specific rules applicable to a particular Promotion, which will be linked from such Promotion, and to review the Privacy Policy which, in addition to these Terms, governs any information such User submits in connection with such activities. To the extent that the terms and conditions of such rules conflict with these Terms, the terms and conditions of such rules shall control with respect to the particular Promotion.
 
  1. Notices
 
Any notice pursuant to these Terms shall be in writing and shall be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when delivered if delivered personally or sent by express courier service; (iii) when transmitted if sent by a confirmed facsimile; or (iv) when transmitted via email, provided that the receiving party acknowledges receipt by return email, and that the email clearly states in the subject line that it is intended to give notice under these Terms.
 
  1. Entire Agreement
 
These Terms supersede any prior agreement or understanding between the parties whether oral or written, and no party has relied on any representation that is not expressly set forth in these Terms.  Any additional or conflicting terms contained in any User proposal or other document shall be deemed to be rejected by TuneStub without need of further notice of objection, even if such document is acknowledged or accepted by TuneStub, and regardless of any statement to the contrary which may be contained therein, and shall be of no effect or in any way binding upon TuneStub. The provisions of this Agreement shall be deemed severable, and the unenforceability of any one or more provisions shall not affect the enforceability of any other provisions.
 
  1. Force Majeure
 
TuneStub will not be in default or otherwise liable for any delay in or failure of its performance under these Terms if such delay or failure arises by any reason beyond its reasonable control, including any act of God, criminal acts, or any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, riots, failures or delays in transportation or communications, or any act or failure to act by a User, its employees, agents, or contractors. The parties will promptly inform and consult with each other as to any of the above causes that, in their judgment, may or could be the cause of a substantial delay in the performance of these Terms. TuneStub is not liable for excusable delay.
 
  1. Legal Fees
 
TuneStub shall be entitled to recover reasonable attorney’s fees in the event TuneStub is the prevailing party in any legal action to enforce or interpret these Terms.
 
  1. Assignment
 
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by a User but may be assigned by TuneStub without restriction.
 
  1. Notice for California Users
 
Under California Civil Code Section 1789.3, California website users are entitled to the following specific 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., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
 
  1. Office Locations
 
TM Procure CA, Inc. - 1 Germain Street, Suite 1500, Saint John, New Brunswick, E2L4V1, Canada
CT Procure IRE, Ltd. - 29 Earlsfort Terrace, Dublin, 2, Ireland
 
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