2.1. Gigwax operates the Site to provide you information about our company and to connect disc jockeys, bands and other musicians or performers (“Musicians”) with venues and/or hosts (“Hosts”) seeking live musical performances for private events, such as weddings or birthday parties, or public events, such as performances at restaurants or nightclubs (the “Gigwax Services”). Users may connect regarding bookings for events that are posted on the Site. Users may also post reviews and ratings with respect to Musicians’ performances at specific events.
2.2. As part of the Gigwax Services, Gigwax enables Musicians and Hosts to communicate with each other through a private messaging function. Musicians may offer to provide services at an event hosted by a Host, and Hosts may accept such offers. Upon such acceptance, the Musician and Host will receive a confirmation notice from Gigwax documenting that the applicable Musician and Host have agreed upon terms for the booking (the “Booking Confirmation”). The terms and conditions of the booking are decided solely between the Musician and the Host. Gigwax provides an opportunity for Hosts to choose to make booking payments to Musicians through a third-party payment processor, as detailed in Section 4 below; however, users are not obligated to use this service. Events booked through the Gigwax Services are facilitated by Gigwax and accepted and fulfilled by Musicians. All services provided by the Host and/or Musicians at the time of fulfillment are solely transacted between the Musician and the Host and are not a part of the Gigwax Services.
3.1. The Site contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content except as permitted under this Agreement. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and the Site shall automatically terminate and you shall immediately destroy any copies you have made of the Content.
3.2. The trademarks, service marks, and logos of Gigwax (the “Gigwax Trademarks”) used and displayed on the Site are registered and unregistered trademarks or service marks of Gigwax. Other company, product, and service names located on the Site may be trademarks or service marks owned by third-parties (the “Third-Party Trademarks”, and, collectively with the Gigwax Trademarks, the “Trademarks”). Nothing on the Site or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without the prior written consent of Gigwax specific for each such use. The Trademarks may not be used to disparage Gigwax or the applicable third-party, Gigwax’s or third-party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any website is prohibited without the Company’s prior written consent. All goodwill generated from the use of any Gigwax Trademark shall inure to Gigwax’s benefit.
3.3. You agree not to: (a) take any action that imposes an unreasonable load on the Site’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Site, (4) delete or alter any material posted on the Site by Gigwax or any other person or entity, or (5) frame or link to any of the materials or information available on the Site.
3.4. You are solely responsible for all information, data, text, messages, images or other materials that you upload, post, publish or display (hereinafter, “upload”) or email via the Gigwax Services. By uploading any such materials, you hereby grant and will grant Gigwax and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use such materials in connection with the operation of the Gigwax Services or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. Gigwax reserves the right to investigate and take appropriate legal action against anyone who, in Gigwax’s sole discretion, violates this provision, including without limitation, removing content from the Site, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Gigwax Services to:
3.5. The Site contains links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
3.6. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials on the Site hosted by Gigwax infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA. Notices and counter notices with respect to the Site should be sent to Gigwax at:
4.2. If you choose to make or receive payment via the Gigwax Services, you will be required to provide information to our third-party payment processor regarding your identity, contact information and credit card or other payment instrument. You represent and warrant to Gigwax that any such information you submit is true and that you are authorized to use the applicable payment instrument. If you choose to make or receive payment via the Gigwax Services, you agree to pay the amount for the booking specified in the Booking Confirmation, plus any additional taxes and/or service fees that the third-party payment processor may impose. You hereby authorize Gigwax (via its payment processor) to bill your payment instrument for each service you book through the Site, subject to the Cancellation Policy, and you further agree to pay any charges so incurred. Gigwax’s payment processor will bill your payment instrument upon authorization and hold any applicable booking payments in escrow pending the date of the booked event, after which it will promptly (and in any event within two (2) days) release the applicable booking payments from escrow, subject to the Cancellation Policy. You understand and agree that Gigwax merely facilitates transactions between Musicians and Hosts, and any payment-related dispute is solely between the Musician and the Host. Communications or disputes related to cancellation fees or refunds for cancelled bookings are solely between the Musician and the Host, except as set forth in the Cancellation Policy.
5.1. GIGWAX, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “COMPANY PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT (I) THE CONTENT, INCLUDING BUT NOT LIMITED TO ITS ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY; OR (II) THE GIGWAX SERVICES, INCLUDING BUT NOT LIMITED TO ANY PARTICULAR MUSICIAN, HOST, OR EVENT BOOKED THROUGH THE SITE. THE COMPANY PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SITE, THE CONTENT AND THE GIGWAX SERVICES AT YOUR OWN RISK.
THE COMPANY PARTIES DO NOT WARRANT THAT THE SITE WILL OPERATE ERRORFREE OR THAT THE SITE, ITS SERVER, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO COMPANY PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
THE SITE, CONTENT AND GIGWAX SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
5.2. IN NO EVENT SHALL ANY COMPANY PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM (I) LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE, THE CONTENT OR THE GIGWAX SERVICES; OR (II) THE ACTIONS OF ANY PARTICULAR MUSICIAN, HOST, OR OCCURRENCES AT ANY EVENT BOOKED THROUGH THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.3. You agree that you are solely responsible for your interactions with any other users of the Site and Gigwax will have no liability or responsibility with respect thereto. Gigwax reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Site.
5.4. Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH STATES, THE LIABILITY OF THE COMPANY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify, and hold harmless the Company Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to, use or misuse of the Site, Content or Gigwax Services. Gigwax shall provide notice to you of any such claim, suit, or proceeding. Gigwax reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section. In such case, you agree to cooperate with any reasonable requests assisting Gigwax’s defense of such matter.
7.1. Gigwax reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site or the Content at any time and for any reason without prior notice or liability. Gigwax reserves the right to change, suspend, or discontinue all or any part of the Site or the Content at any time without prior notice or liability.
7.2. Sections 3 (Use of the Site), 4 (Payment Information), 5 (Limitation of Liability and Warranty), 6 (Indemnification), 7 (Termination of Agreement), and 10 (Miscellaneous) shall survive the termination of this Agreement.
8.1. The Site is hosted in the United States. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Site or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
8.2. The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Content.
The Content is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Site or Content by the Government constitutes acknowledgement of our proprietary rights in the Site and Content.
This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. You expressly agree to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the City of New York in the State of New York. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of Gigwax to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against Gigwax unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Gigwax and you, this Agreement constitutes the entire agreement between you and Gigwax with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. Any information submitted or provided by you to the Site might be publicly accessible. Important and private information should be protected by you. Gigwax is not liable for protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use.