This Terms of Service Agreement (this “Agreement”) is a legal agreement between you and IndieTools, Inc. (“IndieTools”, “we”, “us” or “our”) providing, among other things, the terms and conditions for your use of IndieTools’ digital distribution accounting and related services (collectively, the “IndieTools Service”), including but not limited to those accessible from our web site http://www.IndieTools.com (the “Site”) or otherwise.
THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY USING, ORDERING AND/OR SUBSCRIBING TO THE INDIETOOLS SERVICES, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT ANY MODIFICATIONS, ADDITIONS, OR DELETIONS. IF YOU DO NOT AGREE TO THE TERMS OF USE CONTAINED IN THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE INDIETOOLS SERVICES.
Sometimes changes in the law or changes in the relationships between IndieTools and digital distributors will require us to modify this Agreement, which we may do from time to time. The most up-to-date version of the amended Agreement can always be found at www.IndieTools.com/terms. It is your responsibility to regularly check this Site to determine if there have been changes to this Agreement and to review such changes. Your continued use of the Site more than 30 days following the effective date of any modification to this Agreement shall be conclusively deemed an acceptance of all such modification(s). If you do not agree to the amended Agreement or otherwise cannot comply with it, you must stop using the IndieTools Services or, if applicable, cancel your IndieTools Service subscription.
a. In order to use the IndieTools Service, you must be at least 13 years of age and a resident of a country in which IndieTools is legally authorized to operate the IndieTools Services. You represent that you are at least 13 years old and that you have read, understand, and agree to be bound by this Agreement. If you are not at least 13 years old, or you do not agree to all the terms and conditions of this Agreement, please do not check the acceptance box and do not attempt to access or use the IndieTools Service. Use of and membership to this Site and the IndieTools Service is void where prohibited.
b. IF YOU ARE A USER BETWEEN THE AGES OF 13 AND 17, PLEASE REVIEW THIS AGREEMENT WITH YOUR PARENTS. THE INDIETOOLS SERVICE IS NOT DESIGNED FOR USE BY CHILDREN UNDER THE AGE OF 13, AND WE DO NOT INTENTIONALLY COLLECT PERSONAL INFORMATION FROM CHILDREN ON OUR SITE.
c. Notwithstanding any descriptions or representations on the IndieTools Service, not all the features of the IndieTools Service may be available at all times to all users. Some services may be restricted based on the country in which you reside. You are also responsible for providing the Internet service, cable modem, mobile cellular service and any other hardware and software necessary to use the IndieTools Service.
To use the IndieTools Service, you must register and provide your name, a valid email address, and a password (the “Registration Data”). IndieTools will use your Registration Data in accordance with its privacy policy [www.IndieTools.com/privacy]. You acknowledge that your submission of any information to IndieTools is at your own risk. IndieTools does not assume any liability to you with regard to the misuse or loss of such information in any way.
You have responsibility for maintaining the confidentiality and security of your account. You agree that you will not allow others to use or access your account. You agree to notify us immediately of any unauthorized use of your password and/or account. IndieTools will not be responsible for any losses arising out of the unauthorized use of your Registration Data or account.
a. Subject to the terms and conditions of this Agreement, and your payment of any required fees, IndieTools grants to you a limited, non-exclusive, non-transferable license to access and use the IndieTools Services in legally authorized jurisdictions for personal purposes only. You may not resell, repackage, or otherwise offer any part of the IndieTools Service in any way. IndieTools reserves all right, title, and interest not expressly granted under this license to the fullest extent possible under applicable laws. ANY USE OF THE INDIETOOLS SERVICES NOT SPECIFICALLY PERMITTED UNDER THIS AGREEMENT IS STRICTLY PROHIBITED.
b. You agree that you will not:
From time to time, IndieTools may make changes or updates to the IndieTools Service, either at no cost or subject to additional fees, in IndieTools’ sole discretion. Such changes or updates may include additional functionality or conversely, new limitations on your use of the IndieTools Service. In certain circumstances, such as in the case of a security problem, IndieTools may require you to install an update to certain software in order to continue using the IndieTools Service. Notwithstanding anything else contained in this Agreement, IndieTools will have no obligation to continue making the IndieTools Service available or producing or releasing new versions of the IndieTools Service or any updates thereto, or to continue making any portion of the IndieTools Service free of charge. IndieTools may also terminate your use of and access to the IndieTools Service at any time, with or without notice to you.
a. As between you and IndieTools, you acknowledge that IndieTools retains all rights, title and interest in and to all copyrights, trademarks, trade secrets, patents and any other proprietary rights in the IndieTools Service, the software and APIs comprising the IndieTools Service, and all content therein. IndieTools, its design logo, as well as certain other IndieTools trademarks, service marks, graphics, and logos, are the registered trademarks or trademarks of IndieTools. The IndieTools Service contains third-party trademarks, service marks, graphics, and logos. You are not granted any right or license with respect to IndieTools trademarks or the trademarks of any third party.
b. The IndieTools Service is owned or licensed by IndieTools and is protected by the copyright laws of the United States and other countries in which the IndieTools Service is made available. You cannot sublicense, assign, or transfer the license granted to you under this Agreement. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations in violation of the provisions of this Agreement is void.
If you elect to access any paid component of the IndieTools Service, you agree to pay all fees and charges associated therewith on a timely basis. All such fees and charges (including any taxes and late fees, as applicable) will be charged on your credit card. You agree to maintain valid credit card information in your account information.
IndieTools uses Secure Sockets Layer (SSL) encryption when collecting or transferring sensitive data such as credit card information. SSL encryption is designed to make the information unreadable by anyone but us. Credit card numbers are used only for processing payments and are not used for other purposes. IndieTools may also use technology to protect the IndieTools Service from unauthorized or excessive use. Your use of the IndieTools Service may be limited by such technology. Additionally, IndieTools reserves the right to institute additional charges for use of the IndieTools Service in excess of a certain amount, in IndieTools’ sole discretion. In such cases, IndieTools will notify you of the fees involved and you will not be charged without your consent. IF YOU ATTEMPT TO VIOLATE OR CIRCUMVENT ANY SYSTEM OR NETWORK SECURITY COMPONENTS OR TECHNOLOGY OF THE INDIETOOLS SERVICE, YOU MAY BE SUBJECT TO CIVIL OR CRIMINAL LIABILITY.
You agree that IndieTools may use your email address to send you service-related notices, including notices required by law, in lieu of postal mail. You may not opt out of service-related e-mails. We may also use your email address to send you informational emails about IndieTools and special offers. You may opt out of informational email by changing your account settings or by sending an email to Customer Support at (support@IndieTools.com). You may also opt out of informational email and mobile text messages by sending a request by mail to the following postal address:
Customer Support
IndieTools, Inc.
1805 Hayes Street
Suite 210
Nashville, TN 37203
EXCEPT FOR ANY APPLICABLE GUARANTEES THAT CANNOT BE EXCLUDED UNDER LOCAL APPLICABLE LAWS:
a. THE INDIETOOLS SERVICE (INCLUDING ANY SOFTWARE CONTAINED THEREIN) AND ANY UPGRADES OR PLUG-INS AND ANY LICENSED CONTENT ARE LICENSED TO YOU “AS IS.” ANY USE OF THE INDIETOOLS SERVICES WILL BE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INDIETOOLS DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. INDIETOOLS MAKES NO REPRESENTATIONS OR GUARANTEES THAT THE INDIETOOLS SERVICE WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND INDIETOOLS DISCLAIMS ANY LIABILITY RELATING THERETO.
b. INDIETOOLS MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES THAT USE OR RESULTS OF THE USE OF THE INDIETOOLS SERVICE WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR WITHOUT ERRORS. WITHOUT PRIOR NOTICE, INDIETOOLS MAY MODIFY, SUSPEND, OR DISCONTINUE THE INDIETOOLS SERVICE (INCLUDING ANY CONTENT) OR YOUR USE OF THEM. WHENEVER INDIETOOLS ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE THE INDIETOOLS SERVICE, IT WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY.
c. SOME OF THE CONTENT, PRODUCTS, AND SERVICES AVAILABLE THROUGH THE INDIETOOLS SERVICES MAY INCLUDE MATERIALS THAT BELONG TO THIRD PARTIES. YOU ACKNOWLEDGE THAT INDIETOOLS ASSUMES NO RESPONSIBILITY FOR SUCH CONTENT, PRODUCTS OR SERVICES.
EXCEPT FOR ANY APPLICABLE LIABILITIES OR REMEDIES THAT CANNOT BE EXCLUDED UNDER LOCAL APPLICABLE LAWS:
a. IN NO EVENT WILL INDIETOOLS BE LIABLE TO YOU FOR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, CORRUPTION OF FILES, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS) EVEN IF INDIETOOLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INDIETOOLS OR OTHERS WILL CREATE A WARRANTY AND NEITHER YOU NOR ANY THIRD PARTY MAY RELY ON ANY SUCH INFORMATION OR ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY OR MAY NOT APPLY TO YOU.
b. INDIETOOLS’ ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT WILL BE LIMITED TO THE GREATER OF TEN U.S. DOLLARS (US $10.00) OR THE TOTAL AMOUNT PAID BY YOU FOR THE APPLICABLE INDIETOOLS SERVICES AT ISSUE WITHIN THE PREVIOUS CALENDAR YEAR.
You will indemnify and hold IndieTools, its directors, officers, employees, agents and licensors harmless with respect to any suits or claims arising out of your breach of this Agreement, including but not limited to, any infringement by you of the intellectual property of any third party, or any third party claims arising out of your use or misuse of the IndieTools Services.
By visiting or using the Site, you agree that the laws of the State of Tennessee, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree to not commence or prosecute any action in connection therewith other than in the state and federal courts located in Nashville, Davidson County, Tennessee, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts located in Nashville, Davidson County, Tennessee.
a. For any dispute (excluding claims by IndieTools for injunctive or other equitable relief or any claim or dispute related to the enforcement or validity of IndieTools’ intellectual property rights) where the total amount of the award sought is less than $10,000, the parties shall resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. The parties shall initiate such arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; (iii) any judgment on the award rendered by the arbitrator may be entered and enforced in any court of competent jurisdiction; and (iv) the decision of the arbitrator will be final except for a limited right of appeal under the Federal Arbitration Act.
b. In the event of a dispute, you or IndieTools must give the other a notice of dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any notice of dispute by certified or registered mail (return receipt requested) or overnight courier providing delivery confirmation to IndieTools Media, Inc. 1805 Hayes Street Suite 210, Nashville, TN 37203 with a courtesy copy to Keller Turner Ruth Andrews Ghanem & Heller, PLLC, 700 12th Avenue South, Suite 302, Nashville, Tennessee 37203, Attn: Thomas D. Ruth.
c. IndieTools will send any notice of dispute to you by certified or registered mail (return receipt requested) or overnight courier providing delivery confirmation to your address if we have it, or otherwise to your email address. The parties will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent. After sixty (60) days, either you or IndieTools may commence arbitration.
d. Neither you nor IndieTools will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
e. If the class action waiver set forth herein, or any other provision of this Section 14, is found to be illegal or unenforceable as to all or some aspects of a dispute, then that section will not apply to those aspects. Instead, those aspects will be severed and proceed in a court of law, with the remaining aspects proceeding in arbitration, and the remainder of this Section 14 will remain in full force and effect.
a. IndieTools and its business partners may present advertisements or promotional materials via the IndieTools Service. Your dealings with, or participation in promotions of any third-party advertisers via the IndieTools Service are solely between you and such third party, and your participation is subject to the terms and conditions associated with that advertisement or promotion. You agree that IndieTools is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties via the IndieTools Services.
b. The IndieTools Services may present links to third-party websites or third-party services not owned or operated by us. We are not responsible for the availability of these third-party sites or services or their contents. You agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with your use of or reliance on any content of any such third-party site or services or goods or services available through any such third-party site or service.
c. IndieTools may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email, mobile text message, written or hard copy notice, or through conspicuous posting of such notice on the Site, as determined by IndieTools in its sole discretion. IndieTools reserves the right to determine the form and means of providing notifications to you, provided that you may opt out of certain means of notification as described in this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
If you have any questions concerning this Agreement or need technical support, you can contact IndieTools support by emailing support@IndieTools.com.
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