Terms & Conditions

These Terms of Use shall govern the use of the services offered by SXC LIVE INC. ("SXC Live") at http://www.seatxchange.com, the seatXchange mobile application and any other site or mobile application that may be operated by or for SXC Live (the "Services" or the “Service”). Please read these Terms of Use before using the Services. Use of the Services constitutes an agreement to all terms and conditions in these Terms of Use. By using the Services you represent, warrant, understand, agree to and accept all terms and conditions contained in these Terms of Use. If you object to anything in these Terms of Use or the Privacy Policy, do not use the Services. These Terms of Use are subject to change at any time, effective upon posting through the Services or on the mobile application related to the Services, and your use of the Services after such posting will constitute acceptance by you of such changes.

PLEASE READ THESE TERMS OF USE CAREFULLY. THIS AGREEMENT CONTAINS PROVISIONS REQUIRING MANDATORY ARBITRATION OF DISPUTES, RATHER THAN A JURY TRIAL OR SIMLAR JUDICIAL PROCESS.

General Terms

SXC Live provides a marketplace for the buying and selling of event tickets for use by buyers and seller of such tickets, as well as other users of the Services (“you”, “User” or "Users"). Users do hereby represent, understand and expressly agree that SXC Live does not have control over the quality, timing, legality or any other aspect whatsoever of the actions or statements of any Users. All Users do hereby expressly agree not to hold SXC Live (or SXC Live’s members, managers, directors, agents, assigns, representatives, advertisers or employees) liable for any claims relating to or resulting from any products or services which originated through or is otherwise relating to any content posted on or through the Services or any relationships or other contact initiated through use of the Services and SXC Live expressly disclaims any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown therefrom.

The Services are intended for individual Users only. Registration by a business or for any commercial purposes is strictly prohibited. By using the Services you acknowledge that you are legally able to enter into a binding contract with SXC Live and other users of the Service.

Public Areas
At any given time, the Services may contain profiles, email systems, blogs, message boards, applications, ticket sale postings, chat areas, news groups, forums, communities and/or other message or communication facilities (collectively "Public Areas") that allow a User to communicate with any other User, Users do hereby expressly represent, understand and agree to use such community areas only to send and receive messages and material that are relevant and proper to the applicable forum. Any usage of the Services by any User that SXC Live finds inappropriate and/or offensive in its sole discretion may result in immediate suspension or revocation of the privilege to use the Services. SXC Live reserves the right to revoke or suspend the privilege of any User to use the Services at any time and at its sole discretion whether for any reason or no reason at all. Users agree not to:

  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others.
  • Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful video, audio, topic, name, material or information.
  • Use the Services for any purpose which is in violation of local, state, national, or international law.
  • Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any third party.
  • Upload files that contain viruses, corrupted files, or any other similar software or services that may damage the operation of another's computer.
  • Advertise or offer to sell any goods or services in a manner that is false, deceptive or misleading or constitutes “bait and switch.”
  • Conduct or forward surveys, contests, pyramid schemes, or chain letters.
  • Impersonate another person or allow any other person or entity to use User's identification to post or view comments.
  • Post the same note repeatedly (referred to as 'spamming'). Spamming is strictly prohibited. Download any file posted by another User that a User knows, or reasonably should know, cannot be legally distributed through the Services.
  • Restrict or inhibit any other User from using and enjoying the Public Areas.

All videos, messages, files, photos, sounds and other materials posted by a User are the sole responsibility of such User. SXC Live is not responsible for any content made available through the Services. Users may be exposed to offensive, indecent, inaccurate, misleading, or otherwise objectionable material in using the Services. Each User bears all risk associated with the use of such content. SXC Live does not pre-screen or approve any content provided by Users yet retains the right (but not the obligation) to remove any content from the Services.

Links and Account Information

All Users do hereby agree to be the sole, authorized user of their account, and to be responsible for all use of their account. SXC Live has no control over the use of any User's account and expressly disclaims any liability derived therefrom. Should any user suspect that any unauthorized party may be using their account, User does hereby agree to contact SXC Live immediately. Links (such as hyperlinks) from SXC Live to other sites on the Web do not constitute the endorsement by SXC Live of those sites or their content. User acknowledges that these links are provided as an information service, for reference and convenience only. It is the responsibility of the User to evaluate the content and usefulness of the information obtained from other sites. User acknowledges that SXC Live does not control such websites, and is not responsible for their content, and that the existence of such links made available as part of the Services to such websites (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) does not mean that SXC Live endorses any of the material on such websites, or has any association with their operators. Users further acknowledge that use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use for those websites, and not by SXC Live's Terms of Use and Privacy Policy. User agrees that User accesses such third-party websites at User's own risk. SXC Live expressly disclaims any liability derived from the use and/or viewing of any websites or other material associated with links that may appear on the Services. All Users do hereby agree to hold SXC Live harmless from any liability that may result from the use of links that may appear on the Services.

Certain aspects of the Services may be provided for a fee or other charge. If you elect to use paid aspects of the Services, you agree to the pricing and payment terms, as we may update them from time to time. If you pay by credit/debit card you agree not to file a card chargeback with regard to the purchase without first corresponding with us about the details of your dispute and allowing us reasonable time to investigate and respond to your dispute. In the event that you file a chargeback, upon a resolution in our favor, you agree to reimburse us for any costs incurred in researching and responding to such chargeback, including our actual costs paid to the card processor or our banks, other third parties, and the reasonable value of the time of our employees spent on the matter. In the event that a chargeback is placed on a transaction, we also reserve the right to report the incident for inclusion in the chargeback abuser databases.

You agree to pay all applicable taxes or charges imposed by any government entity in connection with your use of the Services. If you dispute any payment made hereunder, you must notify us within thirty (30) days of the earlier of: (i) receipt of such payment; or (ii) when such payment would have been due to you hereunder. Otherwise, you agree to waive any claim you may otherwise have with respect to such dispute. Notwithstanding anything to the contrary provided herein, we may withhold any taxes or other amounts from payments due to you as required by law.

COPPA Compliance
The Services are intended for people 18 or older. We have also made an effort to specifically limit the Service’s appeal to people of age 18 or older. SXC Live will not knowingly collect any information from children under the age of 13. You must acknowledge that you are over 13 years old and accept the terms of use during the registration process. SXC Live takes the Children's Online Privacy Protection Act of 1998 (COPPA) as well as all FTC regulations very seriously, and our policies and procedures are designed to maintain strict compliance with the Rules and Regulations set forth thereunder. That being said, SXC Live does not assume any responsibility for any misrepresentations regarding the age of any User made in connection with any User's registration for or use of the Services. We reserve our right to terminate without notice the membership of any User if we believe that the User has provided any false information to us when registering for or using the Services.
Specific Terms and Conditions
Fees

SXC Live may charge fees for selling and/or buying Tickets through the Services and/or otherwise using the Services, as well as delivery or fulfilment fees (collectively referred to as "Service Fees" and sometimes referred to as “Convenience Fee”). Service Fees may vary depending on event type, Ticket type and location. SXC Live may in its sole and absolute discretion change its Service Fees at any time, including after you list your Tickets. Any applicable Service Fees including any taxes if applicable will be disclosed to you prior to listing or buying a Ticket. SXC Live may charge and/or retain Service Fees if you do not fulfil your contractual obligations under this User Agreement.

The Service Fee charged by SXC Live for buying, selling, exchanging, or cost-sharing of tickets on the Service is set forth below. The Service Fee, if any, are only charged as part of a completed transaction (e.g. Service Fee not charged for listing ticket for sale). Any additional transactional fees (e.g., card processing fees, digitization fees, or verification fees) are paid to third parties and are charged as disclosed on the Service. All credit card processing fees shall be paid by the User.

SXC Live Service Fees for Ticket Transactions (Buy, Sell)

Price per Ticket Service Fee (per ticket)

$1.00 - $5.00 $1.00

$5.01 - $20.00 $2.00

$20.01 - $35.00 $3.00

$35.01 - $50.00 $4.00

$50.01 - $100.00 $5.00

$100.01 - $150.00 $7.00

$150.01 - $300.00 $10.00

$300.01 - $500.00 $15.00

$500.01+ $25.00

SXC Live Service Fees for Ticket Exchange Transactions

A $5.00 per ticket flat Service Fee will be charged to each user that completes an exchange transaction. E.g. User A exchanges two tickets with User B, then each User will be charged $10.00.

SXC Live Service Fees for Cost-Share Transactions

Cost-Share Transactions are not charged a Service Fee but other third-party fees, such as card-processing fees may apply.

Digitized tickets shall incur a fee of $1.00 per ticket (however, the first 5 are free).

Managed Account Fee: Stripe will charge the Seller a 0.5% managed account fee.


Selling Tickets

Listing of Tickets


Each Seller who lists tickets with the Services, hereby represents and warrants that each ticket is:

  • Owned by the Seller and is valid and authentic;
  • Available for sale without restriction;
  • Within the possession and control of the Seller;
  • Not in the name of a minor;
  • Not otherwise reserved for use only by a specific subset of the public, e.g., students, children, the disabled, etc.

When listing a ticket for sale, the Seller must accurately and truthfully provide the following information:

  • Name, Date, and Venue of the event;
  • Section and Row for each ticket;
  • All restricting or additional information about the location of the seats represented by the tickets, including without limitation, “piggyback” seats, non-alcoholic or “family” sections, limited or obstructed views, and limited or restricted access to venue amenities.
Delivery Options

Tickets may be uploaded in one of two ways:

  1. Uploading of a PDF ticket through the Service (Seller must upload the tickets to the Services using the instruction provided); or
  2. Uploading of a “hard ticket” through digitization (see digitization fees above)

You must set a price for all listings that is indicative of the amount which you will sell the ticket to the buyer. This price must be included in the information provided to the Service. You may change this price prior to the submission of an order, but you may not change this price after the ticket has been sold. You are responsible for any and all listing and pricing mistakes. SXC Live shall not be liable for mistakes in the pricing of tickets.

By listing a ticket for sale on the Service, you are making a binding offer to sell that ticket to a Buyer who purchases the ticket. You can remove any listing before the ticket(s) are sold, but not after. If you deliver an invalid or counterfeit tickets for any sale, you will be subject to a replacement fee, other charges, and/or account suspension.

Listing On Multiple Sites or Services

If you choose to list your tickets on the Service and on other ticket-selling sites or services, and such tickets are sold through such other sites or services, you are obligated to immediately remove the tickets from the Service. If the tickets sell on such other sites or services and on the Service, you are solely responsible for filling the order on the Service with comparable or better tickets.

No Guarantee; Service Fee Non-Refundable

We cannot and shall not guarantee that your tickets will be purchased through the Service and shall not be liable for any reason for the failure of tickets to be purchased, whether due to Service unavailability or otherwise.All Service Fees associated with the posting and sale of tickets are non- refundable.

Payout

SXC Live releases payment 48 hours after the applicable event has started, assuming you have a valid account with SXC Live and there are no disputes regarding payment. It may take 3-5 business days thereafter for payment to appear in your account. In the event of any reported issues regarding the ticket, we will investigate same and reserve the right to withhold payment for up to 90 days while we investigate, suspend your account and/or remove previous credits from your account in the event of any actionable claims.

Cancelled Events and Playoff Events

If you sold tickets to a cancelled event or a playoff game that's not held, you will not be paid for such sales and amounts paid shall be reimbursed to the Buyer.

Postponed Events

A 'Postponed Event' is an event where the time or date has changed because it was rescheduled by the team, venue, or artist. We evaluate Postponed Events on a case-by-case basis to determine the appropriate course of action. We may treat this as a Cancelled Event and return the tickets to you.

Paying Taxes

SXC Live does not collect sales tax. Sellers are responsible for collecting and remitting any and all applicable taxes in connection with ticket sales.

Buying Tickets

You are responsible for reading the complete listing before making a commitment to buy tickets. Buyers enter into a binding contract to purchase from the Seller when placing an order. Payment is remitted to SXC Live and paid to the Seller, less Service Fees, pursuant to our Payment Policy. All sales are final and all Service Fees are non-refundable. Except for cancelled events, you will not receive a refund for completed purchases, other than as provided in these Terms of Use. You cannot change or cancel any orders after the sale is complete. There are no refunds for cancellation of your account.

If we are unable to provide you with the tickets you ordered due to an error by a Seller, and we are unable to find a comparable replacement, our sole obligation to you shall be a refund of payment of the purchase price of the ticket (exclusive of Service Fees).

Each Buyer must rate the Seller. Ratings of 3 (out of 5) will require a review of the Seller. Otherwise, reviews of Sellers are optional.

Guarantee:

SXC Live will refund the partial or full purchase price of a ticket or replace your ticket if the ticket is not the same or better than those you ordered, as determined by SXC Live in its sole good faith discretion. If you have attended the event and you believe your seats were different from how they were represented on the Service or the venue will not honor tickets purchased through the Services, contact us at complaint@seatXchange.com. You agree to provide such information as requested by SXC Live in reviewing your request.

If the event is cancelled and will not occur at a later date, we will provide you with a refund for the cost of the tickets (exclusive of Service Fees). If an event is rescheduled you may use the tickets on the rescheduled date.

You are solely responsible for your dealing and interactions with other Users. While we reserve the right, without obligation, to monitor disputes between you and other Users, we shall have no liability for your interactions with other Users, or for the actions or inactions of any Users. In the event SC Live determines to monitor or engage in a dispute between you and another User, you agree to provide such information as requested by SXC Live with respect thereto.

Additional Services

From time to time, the Service may offer additional options for ticket buyers and seller, including:

Cost-Share:

  • Enables multiple parties to buy a group of tickets from a single Seller through the Service.
  • Buyers can send selected ticket to their connections on the Service and receive back the pro-rata cost of the tickets.
  • If the person receiving the ticket accepts the Cost-Share, the Seller will lose access to the tickets on the Service (but will receive the pro-rata purchase price).
  • Cannot be reversed once accepted.
  • To be eligible for Cost-Share, tickets must be purchased through the Service.
  • Cost-Share shall be subject to the Service Fees set forth above.
Transfer Tickets:

  • User may transfer tickets with a connection on the Service.
  • Transfer is immediate and the User loses access to the ticket once transferred.
  • Transfers cannot be reversed or canceled once complete.
Email Tickets:

  • User can email tickets to themselves or to other emails without losing access to the tickets.
  • You email at your own risk – email recipients will be able to use the tickets you send them.
Exchange:

  • Available at select events.
  • Enables a User to exchange seats at an event with another User. Users can pay or get paid to exchange seats.
  • If you list an option to get paid, you must verify that the amount you will received does not exceed the Face Value of the ticket. Face Value means the purchase price of a ticket that can include standard fees incurred during original purchase (not broker fees) and potential shipping).
  • Each side of an Exchange must confirm and rate the transaction before the seats can be exchanged again or the Services can be used further
  • Some venues require printed tickets. With each Exchange, a chat box is available if you need to communicate with the other User to arrange and exchange of tickets.
  • If you have any dispute regarding an Exchange, before you conform or rate the Exchange, please select the menu item in the “Support” section of the Service or call us and we may be able to reverse the Exchange.
  • If an Exchange involves payment, it is subject to the payment terms set forth in these Terms of Use.
  • Both parties to an Exchange must rate the other. Rating of 3 (out of 5) or below require a review.
Exchange transactions shall be subject to the Service Fees set forth above.
  • Use of Banking Credentials to Verify Accounts

    SXC Live requires a one-time Identity Verification to be completed before a User completes their first purchase transaction over $100.00 or before listing of any tickets (e.g. sale or exchange) with the Service.

    SXC Live uses your bank credentials to authorize and transact payment using the Service (See Billing Policy below) and to authenticate your identity as a User of the Service. All User banking credentials are shared with an integrated, trusted third-party, Plaid Technologies, Inc. (“Plaid”) to facilitate instant account verification. This information is not sent to or stored by SXC Live. Plaid’s service may store the provided credentials for verification purposes or use them on a per-transaction basis for fraud prevention, and to help verify a sufficient balance is available to process your transaction. Verification through Plaid requires a fee of $1.50 (which is collected by SXC Live and paid in full to Plaid).

    You may change your online banking password at any time after instant verification. You may use a temporary password without losing access to the Service using the verified bank account.

    For more information on how Plaid collects, uses, and protects your information, please visit Plaid’s Privacy Policy (https://plaid.com/legal/#privacy-policy). For information on how SXC Live uses your linked bank account, please visit our Privacy Policy.

    If you do not want to verify through Plaid, you may also verify your account by at no charge by emailing verification@seatXchange.com with your SXC Live user name, call back number, state issued photo ID, picture of credit card intending to use, and a link to your Facebook or LinkedIn Account. Please note this alternate verification method may take 7 to 10 business days to complete.

    SXC Live reserves the right to require Verification or further Verification at its discretion on a case-by-case basis.

    Referral Credits

    Users may be offered the ability to earn credits towards future purchases through the Service when they invite others to become Users. Users may only earn credits through qualified credit referral programs as may be expressly provided by SXC Live from time to time. Such referral credits are non-transferable and may not auctioned, bartered or sold, may not be pooled with other Users, and expire six (6) months after issuance. You will only receive a referral credit for the first qualifying purchase made by each referred User who makes his or her first purchase on the Service as a result of a qualifying invite from you.

    You agree that having multiple User accounts is a violation of these Terms of Use and that sending invites to alternate email addresses or accounts of the same person or yourself or otherwise attempting to circumvent our referral credit program may result in suspension or termination of your account(s) and all referral credits in your account(s). You may not engage in any promotional, marketing, or other advertising activities in connection with the referral credit program. Referral credits will appear in your account within approximately 24 hours after one of your qualifying invitees makes his or her qualifying purchase.

    The referral credit program is void where prohibited by law.

    Release

    In the event that you have a dispute with one or more Users, you hereby forever release and hold SXC Live (and our officers, managers, directors, members, agents, investors, subsidiaries, and employees) harmless from all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

    Billing Policy

    User agrees to provide such information as required by SXC Live in order to process the payment of fees (including personal and credit card information). While SXC Live will use reasonable commercial efforts to ensure the privacy of all credit card and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties. User does hereby agree to hold SXC Live harmless for any damages that may result therefrom. Stripe is our third-party payment processor and handles all credit card transactions. For more information, please review Stripe’s Terms of Use and Privacy Policy. By using the Services, you hereby acknowledge that you have read, understand, and accept Stripe’s Terms of Use and Privacy Policy. The User consents to SXC Live’s reporting of enrollment information to the IRS and other governmental agencies as may be required by law.

    Information Provided by Users

    Users are responsible for providing accurate, timely and complete information to SXC Live in connection with their registration for and use of the Services. SXC Live is not responsible for any claims relating to any inaccurate, untimely, or incomplete information provided to us. Users represent and warrant that they are the owner or a licensee or otherwise have the right to provide any information or materials (including pre-existing materials) that they post or transmit for use in Public Areas. Users hereby grant SXC Live an irrevocable, royalty-free, perpetual, non-exclusive worldwide license to use, copy, display, modify, edit, create derivative works from and distribute any information or materials they post in Public Areas.

    Your Information
    "Your Information" is defined as any information you provide to us or other Users through the Services. You are solely responsible for your Information, and we act as a passive conduit for your online distribution and publication of Your Information. With respect to your Information, you hereby represent and warrant to SXC Live that your Information (or any items or contents listed therein): (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (c) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) shall not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) shall not be obscene or contain child pornography or be harmful to minors; (g) shall not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) shall not create liability for SXC Live or cause SXC Live to lose (in whole or in part) the services of our ISPs or other partners or suppliers. Solely to enable SXC Live to use the information you supply us with, so we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity rights, and any other rights you have in your Information, in any media now known or not currently known. SXC Live will only use your Information in accordance with our Privacy Policy.
    Integration with NewAer
    In order to enhance your experience and to better connect with other Users, the Services integrate with NewAer, a service that allows mobile devices to communicate on a peer-to-peer basis. By using the Services, you agree to the NewAer privacy policy, as it may be revised or amended from time to time.
    Use of iTunes Store
    The following applies to use of the iTunes Store to download the application relating to the Services: You acknowledge and agree that this Agreement is solely between you and SXC Live, not Apple, and that Apple has no responsibility for the Services or content thereof. Your use of the Services must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services. Apple will have no warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Services or your possession and/or use of the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to SXC Live as provider of the Services. You acknowledge that, in the event of any third-party claim that the Services or your possession and use of the Services infringe that third party’s intellectual property rights, SXC Live, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and SXC Live acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement as relates to your license of the Services, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the Services against you as a third-party beneficiary thereof.
    No Liability
    Users agree not to hold SXC Live, SXC Live's agents and employees, officers, directors, corporate partners, or participants liable for (i) any advice or services delivered which originated through the Services or otherwise were provided by a User or (ii) for any content posted on the Services by any User. Users release SXC Live and its agents, officers, directors, corporate partners, and employees from claims, demands and damages (actual or consequential) of every kind and nature, known and unknown, disclosed and undisclosed, arising out of or in any way connected with any such disputes.
    Indemnification
    By agreeing to the terms of these Terms of Use, Users agree to indemnify, defend, and hold harmless SXC Live, its directors, managers, officers, members, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates (collectively referred to herein as " SXC Live Parties") from and against any and all claim, loss, expense or demand of liability, including attorneys' fees and costs incurred by SXC Live Parties and affiliates in connection with any claim by a third party (including, but not limited to, an intellectual property claim) arising out of (i) materials and content Users submit, post or transmit through the Services, or (ii) use of the Services in violation of these Terms of Use or in violation of any applicable law. Users further agree that they will cooperate as reasonably required in the defense of such claims. SXC Live Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Users, and Users shall not, in any event, settle any claim or matter without the written consent of the SXC Live Parties. Users further agree to hold harmless the SXC Live Parties and affiliates, from any claim arising from a third party's use of information or materials of any kind that they transmit through or post on the Services.
    Effectiveness; Termination
    These Terms of Use will become effective immediately upon any use by any User of the Services. SXC Live may terminate a User’s membership in the Services by providing the affected User or Users with written or email notice of such termination, which shall be effective immediately upon delivery of such notice to the User or Users. Furthermore, SXC Live may terminate a User’s membership in the Service immediately for any breach of these Terms of Use or any applicable policy of SXC Live as posted on the Services from time to time. All decisions regarding the termination of accounts shall be made in the sole discretion of SXC Live. SXC Live is not required to provide any User with notice prior to terminating the User's membership and/or subscription. SXC Live is not required to disclose, and may be prohibited from disclosing, a reason for the termination of the User's account. Even after the User's membership or subscription is terminated, these Terms of Use will remain enforceable against such terminated User. All terms that by their nature may survive termination of these Terms of Use shall be deemed to survive such termination.
    Intellectual Property Rights
    Each User agrees and acknowledges that all video, messages, postings, files, images, photos, sounds or materials posted on, linked from or transmitted through the Services by any User are the sole responsibility of such User and such User is the owner of such content and has the authority to post all such material to the Services. Notwithstanding the foregoing, all text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively "Proprietary Material") on the Services that is provided by SXC Live is owned by SXC Live or is used with permission. This Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. SXC Live owns all Proprietary Material as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. Except as expressly provided in the Terms of Use, Users may not copy, download, use redesign, reconfigure, or retransmit anything from the Services without SXC Live 's prior express written permission. Furthermore, Users are not allowed to post or distribute any material that they do not own, or which they do not have permission to use. Violation of this policy may result in copyright, trademark or other intellectual property rights violations and liability, and subject Users to termination from the use of the Services or civil or criminal penalties. In addition, the Services contain material protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of SXC Live and/or the relevant right holder.
    Notice of Trademark Rights
    The service marks and trademarks SXC Live and the SXC Live logo are service marks owned by SXC Live. Any other trademarks, service marks, logos and/or trade names appearing on the Services are the property of their respective owners. Users acknowledge the rights of SXC Live and the respective third parties in those marks. Users may not copy or use any of these marks, logos or trade names without the prior written permission of the owner as expressly allowed by these Terms of Use.
    Privacy
    SXC Live's Privacy Policy, as modified by SXC Live from time to time, shall govern any disclosure or use of User's personal information. By using the Services, you do hereby represent, understand and agree that you have reviewed and agree to those terms.
    Copyright Complaints and Copyright Agent

    SXC Live respects the intellectual property of others, and asks Users to do the same. SXC Live is in compliance with the Digital Millennium Copyright Act. In order to protect intellectual property from misuse, SXC Live asks Users to help us. If Users believe, in good faith, that any materials on the Services infringe upon Users' copyrights, please provide SXC Live 's Copyright Agent with the following information:

    1. An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest;
    2. A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Services where the material you claim is infringed is located. Include enough information to allow SXC Live to locate the material, and explain why you think an infringement has taken place;
    3. A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
    4. Your address, telephone number, and e-mail address;
    5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
    6. A statement by you, made under penalty of perjury, that the information in your Notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf.
    7. SXC Live 's Copyright Agent for Notice of Claims of Copyright Infringement can be reached at the following information: by mail, 11601 Wilshire Boulevard, Los Angeles, CA 90025. SXC Live will terminate access to the Services of those who engage in repeated acts of infringement.

    Limited License
    SXC Live grants Users a nonexclusive, revocable right to use the Services provided that Users do not (i) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, (ii) modify or attempt to modify the Services in any manner or form, or (iii) violate any term in these Terms of Use. SXC Live reserves the right to terminate this license at any time for any reason or no reason.
    Modifications to the Services
    SXC Live reserves the right in its sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Services or any content or information on the Services with or without notice to the User. Users have the same rights with regard to their self-generated content on the Services. Users agree that SXC Live shall not be liable to User or any third party for any modification or discontinuance of the Services.
    User account, password and security
    Users are responsible for maintaining the confidentiality of any password and account number provided by themselves or SXC Live for accessing the Services, and are fully responsible for all activities that occur under User's password or account. User agrees to immediately notify SXC Live of any unauthorized use of Users' password or account or any other breach of security.
    No Agency
    Users are not legally affiliated with SXC Live in any way by virtue of their membership or usage of the Services and no independent contractor, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms of Use. SXC Live is not an employment service and does not serve as an employer of any User that may use the Services. SXC Live is only a venue for connecting Users. As such, SXC Live expressly disclaims any liability that may arise between Users of the Services or between a User and any third party.
    Disclaimer of Warranties
    USER EXPRESSLY AGREES THAT THE USE OF THE SERVICES IS AT THE USER'S SOLE RISK. NEITHER SXC LIVE NOR ITS AFFILIATES OR LICENSORS WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR THAT THE SERVICES WILL BE ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THE SERVICES. SXC LIVE IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. THE SERVICES IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER SXC LIVE NOR ITS AFFILIATES OR LICENSORS WARRANT OR GUARANTEE THE TIMELINESS, ACCURACY OR COMPLETENESS OF THE INFORMATION APPEARING ON THE SERVICES. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO RESULTS OF ANY USER'S USE OF THE INFORMATION AVAILABLE ON OR VIA THE SERVICES. SXC LIVE AND ITS AFFILIATES DO NOT WARRANT THAT THE SERVICES ARE FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. SXC LIVE AND ITS AFFILIATES TAKE REASONABLE MEASURES TO ENSURE THAT THE INFORMATION PROVIDED BY USERS IS DISCLOSED ONLY TO THOSE PERSONS SPECIFIED BY USERS. SXC LIVE AND ITS AFFILIATES CANNOT AND DO NOT, GUARANTEE THAT THE PERSONAL INFORMATION ENTERED BY USERS WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. USERS AGREE NOT TO HOLD SXC LIVE OR ITS AFFILIATES LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH MISAPPROPRIATION, INTERCEPTION, DELETION, DESTRUCTION OR USE OF INFORMATION PROVIDED BY USERS THROUGH THE SERVICES. SXC LIVE AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING FROM THE USE OR INABILITY TO USE THE SERVICES.
    Limitation of Liability
    Under no circumstances will SXC Live or its affiliates be liable to Users for any indirect, incidental, consequential, special or exemplary damages arising from any provision of these Terms of Use or any violation of any provision of these Terms of Use. Furthermore, the aggregate liability of SXC Live or its affiliates arising with respect to these Terms of Use and the Services will not exceed the total amounts paid by any User in the previous twelve (12) months under these Terms of Use. Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail.
    Arbitration
    READ THIS SECTION CAREFULLY. IT PROVIDES THAT YOU AND SXC LIVE ARBITRATE ANY DISPUTES AND LIMITS THE RELIEF YOU ARE ENTITLED TO SEEK IN THE EVENT OF A DISPUTE. Any controversy or claim arising out of or relating to an alleged breach of these Terms of Use or the operation of the Services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association before a single arbitrator. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Los Angeles, California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or SXC Live may seek any interim or preliminary relief from a court of competent jurisdiction in Los Angeles, California necessary to protect the rights of property for you or SXC Live pending the completion of arbitration.
    General Provisions
    Failure by SXC Live to enforce any provision(s) of these Terms of Use shall not be construed as a waiver of any provision or right. These Terms of Use, and all other aspects of use of the Services, shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws rules. Any controversy or claim that is not subject to the Arbitration provision set forth in these Terms of Use, other than action for a specific performance or for injunctive relief brought by SXC Live, shall be exclusively brought in the federal, state, or local courts located in Los Angeles, California; and, with regard to such claims and disputes, Users hereby irrevocably (i) submit to the exercise of personal jurisdiction over them by these courts, and (ii) waive any jurisdictional, venue or inconvenient forum objections to such courts. These Terms of Use constitute the entire agreement between Users and SXC Live with respect to the Services. If any provision of these Terms of Use is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining Terms of Use shall remain in full force and effect. These Terms of Use inure to the benefit of SXC Live, its successors and assigns.


    Last Revision: July 19, 2017