PRQX Terms of Service
Last Updated: October 30th, 2024
Thank you for your interest in PricerQX and ProcessorQX, operated by PricerQX LLC and its parent company Event Data Tools Holdings, Inc (henceforth collectively known as “we,” “us,” “our,” “PRQX,” “EDTH”).
PRQX operates as a software as a service (SaaS) technology company that provides live event ticket holders and owners with applications and services (henceforth collectively known as "Services") to streamline operations. These terms set forth in this Term of Services (henceforth known as "Terms") govern use of our Services.
By using our Services, you agree to these Terms of Service. Please read them carefully. These Terms of Service include a mutual arbitration agreement, Class Action Waiver, and limitations on liability.
BY USING PRQX SERVICES AND/OR REGISTERING FOR A MEMBER ACCOUNT AND/OR CLICKING A BUTTON
AND/OR BY ACCESSING OR USING THIS SITE, OUR MOBILE APPLICATION, OR ANY OTHER SERVICE WE PROVIDE ON ANY COMPUTER, MOBILE PHONE, TABLET OR OTHER DEVICE (COLLECTIVELY,
“DEVICE”), YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ANY OTHER APPLICABLE LAW OR OTHERWISE
INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU HAVE EXPLICITLY AGREED TO THE TERMS,
INCLUDING ALL CONDITIONS, PROHIBITIONS, AND OBLIGATIONS THEREIN. IF YOU ARE NOT AN
INDIVIDUAL, YOUR ACCEPTANCE OF THESE TERMS CONSTITUTES A REPRESENTATION THAT YOU ARE AN
AGENT OF THE ORGANIZATION ACCEPTING THE TERMS AND HAVE THE AUTHORITY TO BIND THE ORGANIZATION TO THE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST NOT ACCEPT THESE TERMS.
WE MAY CHANGE THESE TERMS OF SERVICE AT ANY TIME WITHOUT NOTICE. WHEN CHANGES ARE MADE, WE WILL POST THEM HERE. YOUR CONTINUED USE OF THE SERVICES WILL BE CONSIDERED YOUR ACCEPTANCE OF THE REVISED TERMS OF SERVICE.
IF YOU DO NOT ACCEPT THESE TERMS, DO NOT ATTEMPT TO USE PRQX SERVICES AND/OR CONTINUE TO USE PRQX SERVICES AND/OR REGISTER A MEMBER ACCOUNT WITH PRQX SERVICES.
Please review our Privacy Policy at https://pricerqx.com/legal-privacypolicy/ (which may be updated periodically at our discretion and incorporated herein by reference) describing how we collect certain digital information from and about you and your organization and retain certain digital information from and about you and your organization to enable our services to automate, streamline your operations, and manage various tasks, on yours and your organization’s behalf, related to you and/or your organization, and to continually improve our Services.
To request access to an organization account, you must meet the following criteria:
• Be at least 18 years of age
• Be an authorized representative or employee of the organization
• Be invited via a secure email invitation from PRQX to join the organization's account
You agree to provide accurate, current, and complete information during the registration process and to update this information as necessary when using our services. By accepting an invitation from PRQX and completing the account setup (by creating a password or accessing services in any capacity), you represent and warrant that:
• You are 18 years of age or older
• You are authorized to act on behalf of the organization
• You are not affiliated with any competitor of PRQX
You can request your member account from your organization’s PRQX administrator.
You are responsible for safeguarding your account credentials, and only you may access your account. You must notify PRQX immediately if you become aware of any unauthorized access.
PRQX is not liable for any losses resulting from unauthorized use of your account. However, you may be liable for any losses suffered by PRQX or others due to unauthorized use. Accounts are non-transferable except with PRQX’s written permission.
An organization account must exist to invite your members to, and you must meet the following criteria to request organization accounts:
• Your organization must be a legal and registered business entity
• You must be an authorized representative or employee of the organization you are , 18 years of age or older
• Non-competing to PRQX
• Be in good standing with PRQX
• You must not represent any competitor of PRQX
You can request organization access from our website, or contact PRQX directly via support@pricerqx.com.
You are responsible for providing accurate, current, and complete information during the registration process and for keeping this information up to date. You are solely responsible for safeguarding your account credentials and any activity that occurs under your account. You must notify the organization's admin and PRQX immediately of any unauthorized use.
PRQX is not liable for any losses resulting from unauthorized use of your account. However, you and your organization may be liable for losses suffered by PRQX or others due to such unauthorized use. All accounts are non-transferable, except with PRQX’s written permission.
Our services assist organizations, operating in the live entertainment ticket industry, to price ticket inventory, process ticket purchases, distribute ticket inventory, process and fulfill orders, and general ticket inventory management related to one or both of the following:
• "Ticket": A physical or "virtual" ticket granting entry to a venue, whether provided in PDF, PNG, JPG, paper, barcode, or other accepted format; and
• "Associated Data": the metadata corresponding to and defining that Ticket; including but not limited to event description, event date, event time, ticket section, row and seat number, sale price, purchaserrelated personal information, and originating account-related information.
Services we offer currently include the following:
• Automated Pricing: PRQX provides services that monitor the active market to suggest inventory selling prices and dynamically continuously update inventory selling prices.
• Inventory Management: PRQX provides services that allow its members to view all ticket inventory their organization owns on their existing point-of-sale, or multiple point-of-sales, to perform operations to manage the associated data with that ticket inventory.
• Subject to your, and your organization’s, compliance with these Terms, PRQX grants you a limited, nonexclusive, revocable, non-transferable, and non-sublicensable license to use the Services solely to manage ticket industry processes.
• You, and your organization, will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Services, except as expressly permitted in these Terms.
• No licenses or rights are granted to you, or your organization, by implication or otherwise under any intellectual property rights owned or controlled by PRQX or its licensors, except for the licenses and rights expressly granted in these Terms.
• You, and your organization, grant to PRQX and its affiliates, and service providers acting on their behalf, a worldwide, non-exclusive, limited-term license to access, use, copy, distribute, perform, and display the data provided to us through the Services in connection with your organization’s tickets or associated data (collectively, "Organization Data")
a) as reasonably necessary to provide the Services; or
b) to prevent or address service or technical problems or at the request of you or your company (as applicable) in connection with customer support matters; or
c) to comply with our legal obligations as described in our Privacy Policy
Please review our Data Policy at http://www.pricerqx.com/legal/datapolicy (which may be updated periodically at our discretion and incorporated herein by reference).
You, and your organization, grant to PRQX and its affiliates a nonexclusive, worldwide, royalty-free license to use any of your organization’s trademarks, brand names, and/or logos for the limited purpose of disclosing that PRQX provides services to your organization.
You, and your organization, acknowledge and agree that PRQX and its affiliates will have the perpetual right to de-identify organization data, to aggregate organization data with other data, and to store, use, disclose, and analyze such de-identified and aggregated data; provided that such de-identified and aggregated data does not identify you, your organization, or any other individual. Without limiting the foregoing, such de-identified and aggregated data may include event name, date, time, venue, seat location, ticket price, date of sale, and the channel where sales occurred. PRQX retains all intellectual property rights in de-identified and aggregated data, and such rights survive termination of these terms.
If you, or your organization, send us any ideas, feedback, or suggestions regarding our services, you grant to PRQX and our affiliates an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use or share any such feedback or suggestions for any purpose without any obligation or compensation to you, your organization, or any other party.
Any operation or set of operations performed on your, or your organization’s, data whether or not by automated means, such as collection, recording, organization, creation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment, combination, restriction, erasure, or destruction.
PRQX will process your, or your organization’s, data solely for the following purposes to fulfill its obligations to you and your organization under the Agreement, on behalf of you and your organization, in compliance with Data Privacy Laws.
Except as explicitly allowed by Data Privacy Laws, PRQX will:
a) Not retain, use, or disclose Personal Data outside of the direct business relationship between you and PRQX, except as expressly permitted by Data Privacy Laws.
b) Not “sell” or “share” any Personal Data, as those terms are defined in applicable U.S. Privacy Laws, to any third-party.
c) Not attempt to re-identify any pseudonymized, anonymized, aggregated, or de-identified Personal Data without your or your organization’s explicit written consent.
d) Not attempt to link, identify, or otherwise associate Personal Data with non-Personal Data or any other data without your or your organization’s explicit authorization.
e) Comply with any applicable restrictions under Data Privacy Laws regarding combining Personal Data with personal data obtained from, or on behalf of, other individuals or entities, or that PRQX collects from any interactions between itself and any individual.
f) Provide the same level of protection for the Personal Data as required under Data Privacy Laws applicable to you or your organization.
g) Not engage in any processing of Personal Data that is prohibited or not permitted for “processors” or “service providers” under Data Privacy Laws.
h) Promptly notify the you or your organization if PRQX determines that: (a) it can no longer meet its obligations under this agreement or Data Privacy Laws; (b) it has breached this agreement; and shall cooperate to remediate such breach; or (c) in PRQX’s opinion, an instruction from you or your organization infringes upon Data Privacy Laws.
i) You or your organization reserves the right, upon notice, to take reasonable and appropriate steps to prevent and address any unauthorized use of Personal Data, including any use not expressly authorized under this agreement.
PRQX may subcontract the collection or other Processing of Personal Data only in compliance with Data
Privacy Laws and any additional conditions for subcontracting set forth in the Agreement. Prior to a
Subprocessor’s Processing of Personal Data, PRQX will impose contractual obligations on the
Subprocessor that are substantially the same as those imposed on PRQX under this DPA. A current list of
Subprocessors for the services Client obtains under the Agreement is set forth as Exhibit C. Subject to Client’s registration of an email address to receive notices (to be sent to PRQX at
legal@tickePRQXlution.com ), PRQX will provide Client with at least fifteen (15) days’ notice of any new Subprocessor added to the list prior to transferring Personal Data to such new Subprocessor; provided, however, PRQX may provide a shorter notice period where new Subprocessors are necessary for security purposes. PRQX remains responsible for its Subprocessors and liable for their performance under the Agreement and this DPA. This paragraph constitutes Client’s consent to both PRQX’s use of the Subprocessors and its subprocessing under the EU SCCs and UK SCCs, as applicable.
You, and your organization, acknowledge you are either using our Services as a
a) Lawful owner of a physical or virtual ticket permitting entry to an event (“Ticket”) and is therefore considered a “controller” or “business” under Data Privacy Laws, with PRQX acting as a “processor” or
“service provider” under those laws; or
b) “Processor” or “service provider” under Data Privacy Laws, in which case PRQX serves as the your, or your organziation’s, subprocessor or service provider
You are responsible for complying with all applicable laws, including establishing legal bases for both its own and PRQX’s processing of Personal Data and obtaining any necessary consents required under Data Privacy Laws for PRQX to process the Personal Data and provide the Services.
As a member of our services, you and your organization may not:
• Use another person's member admin account, member account, or any other PRQX account, or misrepresent your, or your organization’s, identity;
• Misrepresent any ticket, associated data, or characteristics for any tickets you make available through our services;
• Use our Services to make available to third-parties any tickets or associated data that are invalid or were obtained in violation of law;
• Use any automated system, including but not limited to robots, spiders, offline readers, or scrapers to access our services for any purpose without PRQX’s prior written approval;
• In any manual or automated manner, copy copyrighted text, or otherwise misuse or misappropriate information of content on our Services including, but not limited to, for use on a mirrored, competitive, or third-party site or services;
• Take any action that:
a) may unreasonably encumber our Services' infrastructure; or
b) interferes or attempts to interfere with the proper working of our Services or any third-party participation; or
c) bypasses measures that are used to prevent or restrict access to our services; or
d) circumvents, disables, or otherwise interferes with security features of our services; or
e) distributes viruses or any other technologies that may harm PRQX or others; or
f) use our services in a way that violates any copyrights, trade secrets, or other rights of any thirdparty, including privacy or publicity rights; or
g) circumvents any fees payable to PRQX;
• Take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful materials to or through our services, including the offering of tickets to events that advocate, promote, or encourage illegal or inappropriate activity;
• Violate any terms governing your, or your organization’s, use of third-party marketplaces that sell tickets to buyers;
• Violate any terms applicable to you, or your organization, for any venue or event promoter;
• Fail to fulfill your, or your organization’s, contractual obligations regarding the sale of any ticket;
• Engage in fraudulent conduct, including the sale of tickets that were illegally obtained in any manner; • Violate any applicable law in your, or your organization’s, use of our services; and
• Attempt to indirectly undertake any of the foregoing.
We charge "Fees" to organizations on a monthly basis, based on the specific services used, usage of services, and the frequency of use. Fees are specific to each each organization. To discuss or negotiate fees with PRQX, you can contact PRQX Support for rate information at support@pricerqx.com.
We issue a monthly invoice to organizations for all services provided to an organization. By using our services, and creating accounts, you and your organization agree to pay the then-current fees associated with those services. Your organization, and all accounts associated to your organization, will remain active, and we will continue to issue monthly invoices for activity on your organization account, until your organization cancels our services or we terminate your use of our services. If your organization member admin granted you access to billing data, you can find your organization’s monthly billing information by logging into your member account and accessing the billing page.
Payment for each monthly invoice is due by ACH, or credit card for an additional convenience fee, within 10 days of the invoice date. Your organization must provide us with valid ACH account information, or a valid credit card, to facilitate monthly invoice payments; and your organization hereby authorizes us to securely store any payment method details you, your organization, or other organization member provides to us, and to initiate automatic monthly invoice payment from that payment method including convenience fee when credit card is used. We may, from time to time, partner with certain third-party payment services (e.g., PayPal, Afterpay) (“Payment Service”) to make the payment process more efficient and streamlined. If you choose to use a Payment Service on this Site, you authorize us to receive and store the payment information associated with your use of such Payment Service and to use such payment information in connection with your purchase of Services and the applicable Membership fee.
We may revise our service fees at any time with at least 30 days' notice at our discretion. If our service prices increase, we will notify your organization. By continuing to use our services, you and your organization agree to the revised fees. If your organization does not agree to the revised fees, your organization can choose to cancel or terminate the use of our services.
If we make all or part of our services available to you as part of a free trial, you will be given access to those services for a specific duration of time. A payment method is required for any free trial we offer. During your free trial period, you will have access to all PricerQX’s pricing features. When your free trial expires, your payment method on file will be used to automatically charge you for all usage after your free trial expiration date unless you cancel before your free trial expiration date. Your usage and billing cycle will begin on your free trial expiration date.
If you cancel before your free trial expiration date, you will have access up to your free trial expiration date, your payment method will not be charged, and your account will be closed.
To terminate or cancel your free trial, email us at cancel@pricerqx.com from the email associated with your organization's member admin account.
To terminate or cancel the use of our services, email us at support@pricerqx.com from the email associated with your organization's member admin account. Your organization must terminate or cancel our services before renewal to avoid being billed for the subsequent billing cycle. If your organization terminates or cancels our services, your organization will be able to use our services for the remainder of any pre-paid term.
You and your organization authorize PRQX and our service providers to charge all fees owed by your organization to the payment method designated. We reserve the right to place an initial temporary preauthorization hold on each new payment method added to your organizations account details. We also reserve the right to request additional information from your organization if we have reason to believe, in our sole discretion, that a payment method may be fraudulent. We also reserve the right to charge a convenience fee for payments made by credit card.
You and your organization are responsible for paying all amounts due to PRQX according to payment terms (see Payment section). If your organization fails to pay amounts due to us in accordance with payment terms (see Payment section), then we will have the right to take any or all of the following actions:
a) suspend or terminate your organization’s, and all its members, access to all our services; and/or
b) charge a late fee equal to 10% of the balance due or the maximum late fee permitted by law, whichever is lower; and/or
c) include and collect any banks fees associated with any failed payments; and/or
d) deduct all amounts due to us from any and all monies otherwise payable by your organization to us under this or any other agreement between your organization and us; and/or
e) refer your organization’s information to a collection agency/debt collector.
If you or your organization have questions regarding an outstanding balance, please contact us at billing@pricerqx.com.
If your payment method expires or is replaced by your organization’s issuing bank, the payment network may provide us with updated details associated with the same account. We may use these new details in order to help prevent any interruption to the Services. If your organization would like to use a different payment method or remove a saved payment method, please visit your organization settings to update your payment method information.
You and your organization agree that any purchases hereunder are neither contingent on the delivery of any future functionality, capability, or features nor dependent on any oral or written public comments made by PRQX regarding future functionality, capabilities, or features.
These terms shall govern your and your organization’s use of our services unless terminated in accordance with this section.
• Your organization has the right to terminate services at any time by providing at least five (5) days' advanced written notice to PRQX; provided, that any fees paid or payable are non-refundable and noncancelable. For your organization to terminate our services, email us at cancel@pricerqx.com from the email associated with your organization's member admin account. Your organization will be able to use our services for the remainder of any pre-paid services; provided, that your organization has no unpaid invoices. After termination, PRQX has no obligation to return or maintain your organization’s data.
• You may terminate your member account by emailing your organization’s admin member. Termination of your member account will terminate all access to the associated organization. After termination, your organization, or PRQX, has no obligation to return or maintain any data related to the terminated member account.
By using our services to facilitate actions on your organizations ticket inventory, you and your organization represent and warrant that:
• Each ticket is valid and can be used by the buyer for entry into the relevant event or venue in accordance with the associated data of the ticket; and
• Each ticket was obtained in compliance with all applicable federal and local laws and regulations
(including, without limitation, laws restricting the use of robots or bots);
• Each ticket is not fraudulent or counterfeit; and
• You and your organization have provided us with complete, true, and accurate associated data and information regarding each ticket.
You and your organization further agree to comply with any and all applicable terms, conditions, rules, policies and/or restrictions established by any third-party marketplaces used to sell your tickets, and you understand and acknowledge that you are solely responsible to such third-party marketplaces for such compliance.
PRQX is not liable for any losses due to the non-compliance of the terms stated in this section.
Notwithstanding the foregoing, you and your organization may be liable for the losses to PRQX or others due to non-compliance of this section, and the use of our services could be terminated.
THIS SECTION DEFINES YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You, your organization, and PRQX agree that these terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.
This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms of Services or any prior agreement; and claims that may arise after the termination of these Terms of Services. The only disputes excluded from these Terms of Services are the litigation of certain intellectual property and small court claims, as provided below.
By agreeing to these Terms of Services, you and your organization agree to resolve any and all disputes with PRQX as follows:
Most disputes can be resolved without resorting to litigation. You can reach PRQX’s support department at legal@pricerqx.com. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the PRQX support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms of Service or previous versions of these Terms of Service (including the Terms' or Privacy Policy's formation, performance, and breach), the parties' relationship with each other, and/or use of the Services shall be finally settled by binding arbitration, as described below.
The parties shall resolve disputes subject to arbitration in accordance with the JAMS Streamlined
Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. To start an arbitration with JAMS, your organization must do the following:
a) write and submit a Demand for Arbitration that includes a description of the claim and the amount of damages seeking to be recovered (a copy of a Demand for Arbitration at www.jamsadr.com / https://www.jamsadr.com/submit/); and
b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 1155 F
Street, NW, Suite 1150, Washington, DC 20004; and
c) send one copy of the Demand for Arbitration to PRQX at PRQX, Attn: Legal, 10224 Glen Ora Ave, Las Vegas, Nv 89134.
You will be required to pay $250 to initiate an arbitration against us. If the arbitrator finds the arbitration to be non-frivolous, PRQX will pay all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You and your organization are responsible for its attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms of Service or the Privacy Policy, including but not limited to any claim that all or any part of these Terms of Service or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
If a resident of the United States, arbitration will take place in Clark County, NV. For individuals residing outside the United States, arbitration shall be initiated in Clark County, Las Vegas, NV, United States of America. The parties further agree to submit to the personal jurisdiction of any federal or state court in Washington, D.C. in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
• Litigation of Intellectual Property and Small Claims Court Claims
Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.
You, and your organization have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending (email us at legal@pricerqx.com from the email associated with your organization's member admin account) written notice of your decision to opt-out to legal@pricerqx.com with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of the later of the Effective Date of these terms or first use of our Services; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, PRQX also will not be bound by them.
PRQX will provide thirty (30) days' notice of any changes affecting the substance of this Arbitration and
Class Action Waiver section by posting on the PRQX website, sending a message to your organization, or otherwise notifying your organization when logged into our services. Amendments will become effective thirty (30) days after they are posted on the website or sent to you.
Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection shall be severed from the section entitled "Arbitration and Class Action Waiver," and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Services.
Survival
This Arbitration and Class Action Waiver section shall survive any termination of our services.
You and your organization understand that, in connection with your use of our services, issues may arise which are outside of PRQX’s control, and may impair or prevent the completion of one or more aspects of our services, including but not limited to: receipt of associated data by any integrated site or marketplace, insertion or reading of tickets and/or associated data into point-of-sale systems, inventory updating, inventory removal, and all other actions involved in the managing of associated data and tickets in any capacity.
You and your organization also acknowledge and agree that PRQX cannot control third-party platforms, systems, or ticket sellers and may be affected by factors outside of PRQX’s control, including updates and upgrades to third-party software that may block, interfere with or impair our services. Accordingly, PRQX does not promise or guarantee that we will deliver any specific quantity or quality of tickets or associated data to your organization’s point-of-sale or other retail site and cannot be liable for any failure or inability to acquire tickets or associated data, or to deliver tickets or associated data to you or your organization’s point-of-sale or any other retail site, whether by reason of infection by a computer virus or bug, tampering, technical failure, delay in Internet transmission, human error, communication lines failure and any other causes.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, OUR SERVICES AND ALL RELATED COMPONENTS AND
INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF
ANY KIND, AND PRQX EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT PRQX DOES NOT WARRANT THAT THE
SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. PRQX FURTHER DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD PARTIES, INCLUDING THIRD-PARTY SYSTEMS OR MARKETPLACES, VENUES, OR HOSTING PROVIDERS.
IN NO EVENT SHALL PRQX’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF
SERVICE OR YOUR OR YOUR ORGANIATION’S USE OF THE SERVICES (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOUR ORGANIZATION TO US HEREUNDER IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY.
IN NO EVENT SHALL PRQX HAVE ANY LIABILITY TO YOU, YOUR ORGANIZATION, OR TO ANY THIRD-PARTY
FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY
OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
To the fullest extent permitted by law, you and your organization release and covenant not to sue PRQX, its affiliates, and our and their respective officers, directors, agents, joint venturers, employees, legal representatives, suppliers, successors, and assigns from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes between you or your organization and a third-party (including third-party marketplaces, venues, and ticket purchasers). In entering into this release, you and your organization expressly waive any protections (whether statutory or otherwise - e.g., California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims, which you or your organization may know or suspect to exist in your or your organization’s favor at the time of agreeing to this release.
You and your organization agree to indemnify and hold us and (if applicable) our parent, subsidiaries, affiliates, and our and their respective officers, directors, attorneys, agents, employees, licensors, suppliers, successors, and assigns (the "PRQX Indemnitees") harmless against any claim or demand and all liabilities, costs and expenses (including reasonable attorneys' fees) incurred by us and (if applicable) any PRQX Indemnitee resulting from or arising out of your or your organization’s breach of these terms of service, your or your organization’s improper use of our services, and/or your or your organization’s violation of any law or the rights of a third-party.
We reserve the right to change these terms of service (including our Privacy Policy) from time to time by posting the amended terms on this website. We advise it be read regularly. Except as explicitly provided herein, any changes automatically take effect 30 days after they are posted. If you or your organization object to any such changes, the sole recourse will be to discontinue use of our services and terminate all member admin and member accounts; and any continued use of our services following the effective date of any such changes will indicate that agreement to those changes.
PRQX also reserves the right to modify or discontinue, temporarily or permanently, our services or any part of our services with or without notice for any reason.
PRQX shall not be liable to the other for any delay or failure in performance under the terms of service arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.
You and your organization agree that, except as otherwise expressly provided in these terms of service, there shall be no third-party beneficiaries to these terms.
These terms of service, together with the Privacy Policy and any other legal notices or additional terms and conditions or policies published by PRQX on our Services, shall constitute the entire agreement between you, your organization and PRQX concerning our services. Except as explicitly stated herein, if any provision of the terms of service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the terms of service, which shall remain in full force and effect.
We may assign or transfer our rights and obligations under these terms of service at any time, provided that we assign the terms of service on the same terms or terms that are no less advantageous to you and your organization. You and your organization may not assign or transfer these terms of service, or any of its rights or obligations, without our prior written consent, which we can refuse in our sole discretion.
No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by these terms of service or your or your organization’s use of our services.
No waiver of any provision of these terms of service shall be deemed a further or continuing waiver of such term or any other term, and PRQX’s failure to assert any right or provision under these terms of service shall not constitute a waiver of such right or provision.
You and your organization agree that regardless of any statute or law to the contrary, any claim arising out of or related to our services offered therein must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. Notwithstanding the foregoing, this statute of limitations shall not apply to residents of New Jersey.
We shall send notices to you and your organization by email to the email address associated with any member account type. Notice to you and your organization shall be deemed given 24 hours after the email is sent, unless we are notified that the email address is invalid. Alternatively, we may give you legal notice by registered mail to the postal address associated with your organization. Notices sent to either party by registered mail shall be deemed to have been received by that party three days after the date of mailing.
The section headings in these terms of service are for convenience only and have no legal or contractual effect.
If you have any questions about these terms of service or our services, please contact us by email at legal@pricerqx.com.