TERMS OF USE

TERMS OF USE

Effective Date: November, 2020

These Terms of Use (these “Terms”) are a legally binding agreement between (a) you, the end user (“you,” “your”); and (b) SportsX, LLC, doing business as STX (“STX,” “we,” “us,” “our”). These Terms govern your access of the software, games, services, websites, and applications (collectively, the “Services”) offered by STX through our website located at www.stxapp.io and our mobile applications (collectively, the “Site”).

Please read these Terms carefully.

ACCEPTANCE OF THESE TERMS. YOU MUST BE AT LEAST 21 YEARS OF AGE TO USE THE SITE AND THE SERVICES. BY ENTERING, ACCESSING, BROWSING, SUBMITTING INFORMATION TO, OR OTHERWISE USING THE SITE AND THE SERVICES, YOU ACKNOWLEDGE AND AGREE TO THE THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCESS OR USE THE SITE OR THE SERVICES. By accessing or using the Site and the Services, you are acknowledging that you have read, understand, and agree, without limitation or qualification, to be bound by these Terms, which include an ARBITRATION PROVISION, CLASS ACTION WAIVER, and our Privacy Policy, which is incorporated into these Terms by reference.

 

CHANGES TO THESE TERMS. As we improve the Services or the Site, we may need to update these Terms. The revised version of the Terms will be effective immediately upon posting. You should frequently review these Terms because your continued use of the Services and the Site after posting of a revised version signifies your consent.

 

COMPLIANCE WITH LAW. Please note that the Services are not for use by persons under 21 years of age. You are not permitted to participate in the Services if you are (1) under the age of 21 years, (2) a resident of Washington state, and/or (3) located outside of the United States. If it comes to STX’s attention through reliable means that a registered user is a person under 21 years of age or is otherwise not permitted to use the Services, STX will, among other recourses available to it, cancel that User’s account. You understand and accept that STX is unable to provide you with any legal advice or assurances and that it is your sole responsibility to ensure that at all times you comply with the laws that govern you and that you have the complete legal right to use the Services. Any use of the Services is at your sole option, discretion and risk. By using the Services, you acknowledge that you do not find the Services to be objectionable, unfair or inappropriate in any way.

 

LICENSE TO USE THE SITE AND THE SERVICES. Provided you comply with these Terms and our Privacy Policy, we grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Site and use the Services, but retains all proprietary rights to the Services. All rights not specifically granted under these Terms are reserved by STX and, as applicable, STX’s licensors. The Services are licensed for your personal use only. Your license confers no title or ownership in the Services and should not be construed as a sale of any rights in the Services. In order to grant you this license, you may need to submit certain personal information to us, which may include payment information. To learn how we collect, store, use and share your information, please read our Privacy Policy, the terms of which are hereby incorporated into these Terms by reference. We reserve the right to refuse, restrict, or discontinue the Services or your (or any other person or entity) access to the Site (or any portions, components, or features of the Site) for any reason or for no reason whatsoever, at any time, without notice or liability.

 

OWNERSHIP OF THE SITE AND THE SERVICES. All right, title and interest and intellectual property rights in the Site and the Services are owned by STX or, as applicable, STX’s licensors, and may be protected by applicable copyright or other intellectual property and gaming laws and treaties. All rights not expressly granted under these Terms are reserved by STX.

 

YOUR OBLIGATIONS AND RESPONSIBILITIES. In the access or use of the Site and the Services, you must comply with these Terms at all times. You must always act in accordance with the law and in good faith. It is strictly prohibited to use or contact the Site and the Services to harass or disparage STX, its personnel or the Services. No unsolicited email (spam) may be directed to or through the Site or the Services. You may not use the Site or the Services in order to transmit, distribute, display, store or destroy material (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, patent, trademark, trade secret or other intellectual property rights of others or violate the privacy or publicity or other personal rights of others, or (c) that is libelous, obscene, threatening, abusive or hateful. If you default negligently or willfully in any of the obligations set forth in these Terms (including our Privacy Policy), you shall be liable for all the losses and damages that this may cause to STX, our affiliates, partners or licensors.

 

REGISTRATION. To use the Services, you must first open an account with STX, which will require that you provide certain personal information to us, such as your first and last name, e-mail address, mailing address, telephone numbers, driver’s license number, Social Security number, birth date, billing information credit card or bank account information. You also agree to allow the STX software to take a digital fingerprint of your computer for security reasons. The fingerprint comprises of a set of numbers including IP configuration, which is stored along with your account information. To learn how we collect, store, use and share your information, please read our Privacy Policy, the terms of which are hereby incorporated into these Terms by reference. You agree to provide only true and current information and you further agree to update this information as necessary to keep it true and up-to-date. It is strictly forbidden to have more than one active account at STX at any one time. STX reserves the right to suspend, modify, remove and/or add any game in its sole discretion with immediate effect and without notice and STX will not be liable for any such action.

 

PERSONAL USE OF THE SERVICES. You agree to keep your account information secret and confidential and to not allow anyone else to use or have access to it. Any participation in the Services is at your sole choice, discretion and risk. You are only allowed to participate in the Services for your own personal entertainment. Any commercial use is strictly forbidden.

 

ROBOTS, ARTIFICIAL INTELLIGENCE AND OTHER SYSTEMS. Accessing, using, or copying any portion of the Site or the Services through the use of bots, spiders, Web crawlers, indexing agents, or other automated devices or mechanisms is strictly prohibited. It is also strictly forbidden to use any automated software or computer system to play at STX, including the action of sending information from your computer or phone to another computer or phone where such software or system is active. Robots or any software designed to play automatically at online sports betting sites is not allowed. At any time while you are playing with STX, the Software may scan your phone for any activity of such software and systems. Also forbidden is the use of any software during the game that is designed to track and display the actions of the other players in the application. STX reserves the right to publicize information of any such documented abuse including your personal information.

 

CHANGES IN FUNCTIONALITY. By accepting these Terms, you agree that STX is permitted to limit, deny, update or cancel some or all of the functionality of the Services at any time, without prior notice. You agree to bear the risks of and hold STX harmless for any and all effects that a change in functionality may have on your ability to use the Services. STX may require, as a condition to your continued access to the Services, your acceptance of software updates, improvements, corrections, adaptations, conversions or any other changes to the Services.

 

TRADEMARK. All STX brands are trademarks of STX and may not be copied, imitated, or used, in whole or in part, without our prior written permission. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks, or trade dress of STX or its affiliates or licensors and may not be copied, imitated, or used, in whole or in part, without our prior written permission. Other trademarks, product names and company names and logos displayed on the Site and in the Services are the property of their respective owners.

 

COPYRIGHT AGENT. Pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)), we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe a copyright is being infringed by a user of the Site or by STX, please provide written notice to STX’s designated agent for notice of claims of copyright infringement by sending an email to contactus@stxapp.io.

Your written notice must:

  • contain your physical or electronic signature;
  • identify the allegedly infringing material in a sufficiently precise manner to allow us to locate the material;
  • contain adequate information by which we can contact you (including mailing address, telephone number and e-mail address);
  • contain a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, the copyright owner’s agent, or the law; and
  • contain a statement that the information in the written notice is accurate.

Please do not send notices or inquiries unrelated to alleged copyright infringement to our designated agent.

 

YOUR AGREEMENT REGARDING STX’S INTELLECTUAL PROPERTY. The Services contain copyrighted materials, trade secrets and other proprietary material. You acknowledge that the source code remains a confidential trade secret of STX. You may not reverse engineer, decompile, modify, publicly display, prepare derivative works based on, disassemble, or otherwise reproduce or provide others with the Services. You may not sell, assign, sublicense, rent, lease, lend, or directly or indirectly transfer the Services to any third party. Any assignment in violation of these Terms is void. You also agree not to remove or modify any copyright notice or trademark legend, author attribution, or other notice placed on or contained on the Site or in the Services.

 

BETA SERVICES. We sometimes release products and features that we are still testing and evaluating (“Beta Services”). Beta Services may not be as reliable as our other services. Beta Services are made available so that we can collect user feedback, and by using our Beta Services, you agree that we may contact you to collect such feedback. Beta Services are confidential until official launch. If you use any Beta Services, you agree not to disclose any information about those Beta Services to anyone else without our permission.

 

NO STX EMPLOYEES. If you are an officer, director, employee, consultant or agent of STX or one of its group companies, or suppliers or vendors (each an “Unauthorized Person”), you are not permitted to register with STX or to participate directly or indirectly in any of the Services unless you do so based on the written permission of STX and such participation is part of your employment and/or done as promotion for STX. Similarly, relatives of Unauthorized Persons are not permitted to register with STX or to participate directly or indirectly in any of the Services. For these purposes, the term “relative” shall include, but is not be limited to, spouse, partner, parent, child or sibling.

 

GAMBLING PROHIBITION. The Services are strictly for entertainment purposes and may not be used in connection with any form of gambling.

 

SUSPENSIONS AND TERMINATION OF ACCOUNT. STX reserves the right in its discretion and in relation to your account and any related payment service provider account, any accounts you may have with other sites and/or casinos and/or Services owned or operated by or on behalf of STX to terminate these Terms, withhold your account balance, suspend your account and recover from such account the amount of any affected payout, bonuses and winnings if: you breach any of the terms of these Terms; or provide any false or misleading information to STX; or partake in fraudulent, inappropriate or offensive behavior against STX or you have ‘charged back’ or denied any of the purchases or deposits that you made to your account; or are involved in an activity which may be deemed contrary to accepted standards of fair dealing, in breach of laws and/or contrary to the interests of STX or injurious to STX’s reputation. The actions which may be taken by STX in the event that you engage in such conduct can include, but are not limited to warnings, temporary suspension of the Services and, temporary suspension of your account. The termination of your account will only be considered in the case of the most serious violations or, as a result of multiple violations and where possible, only after repeated communication with you. In the event of the termination of your account, you agree:

  • your right to use the Services, your user account and password are immediately revoked;
  • you must destroy/delete all of your copies of the Services;
  • your right to any present or future entitlements you might otherwise have or have had arising from STX or your use of the Services, as of the date of termination is revoked; and
  • All other rights under these Terms are terminated.

STX will endeavor to notify you of any minor breach of these Terms of which STX becomes aware and will afford you a reasonable time in which to rectify that breach and show cause for why your Account should not be terminated. You will be notified of STX’s decision and the reasons for its decision.

 

DISCLOSURE TO THIRD PARTIES. You agree to keep your account and related information secret and confidential and to not allow anyone else to use it. If you intentionally or unintentionally, directly or indirectly, disclose e-mail and/or password to another person, and such disclosure results in a third party participating in the STX Service using your e-mail and password, such participation will be invalid, and you will not be refunded any resulting losses at STX, regardless of whether or not the third party had your consent or not. STX shall not be required to maintain e-mail or passwords if you misplace, forget or lose this data or are otherwise unable to enter STX because of anything other than STX’s error. If you misplace, forget or lose your account name, username or password as a result of anything other than software’s error, STX shall not be liable.

 

ABUSIVE OR OFFENSIVE LANGUAGE. Abusive or offensive language will not be tolerated on the Site or in the Services or with STX’s staff. Any violation of this policy will result in a suspension of playing privileges or such other action as may be required by STX to ensure compliance. You are not permitted to use inappropriate or offensive language in connection with your user name and/or player ID which includes, but is not limited to profane, sexist or racist language. STX reserves the right to make changes to any Users name or player ID that violates this policy and to take any steps in deems appropriate, up to and including closing a your account. If you create an account with an offensive user name and/or player ID or change your existing user name/ID to an offensive one you may have your user name/ID changed and locked and the ability to change your user name and/or player ID will be revoked. You may still be permitted to change your name/ID once per month but you will be required to contact support to do so.

 

DISCLOSURE OF FRAUDULENT ACTIVITIES. STX has a zero-tolerance policy towards inappropriate play and fraudulent activity. If, at STX’s sole determination, you are found to have cheated or attempted to defraud STX in any way including but not limited to game manipulation, in- app currency dumping, transfers or fraud, or if you make untrue and/or malicious comments with regard to STX’s operation in any media or forum, STX reserves the right to publicize your actions as well as to circulate this information to other online gaming sites, banks, credit card companies, and appropriate agencies. Further, STX may close any accounts, and forfeit account balance, that you have at STX or at any other STX related website and/or business. STX reserves the right to void and withhold any or all winnings made by any person or group of persons where we have reasonable grounds to believe that the said person or group of persons is acting or has acted in liaison in an attempt to defraud or damage STX.

 

SECURITY REVIEW. In order to maintain the level of security and integrity in the system, STX reserves the right to conduct a security review at any time in order to verify identity, age, the registration data provided by you, in order to verify your use of the Services, including but not limited to your compliance with these Terms and the policies of STX and your financial transactions carried out via the Services for potential breach of these Terms and of applicable law. As such you authorize us and our agents to make any inquiries of you and for us to use and disclose to any third party we consider necessary to validate the information you provide to us or should provide to us in accordance with these Terms, including but not limited to, ordering a credit report and/or otherwise verifying the information against third party databases. In addition, to facilitate the security reviews, you agree to provide such information or documentation as to STX at its discretion may request.

 

COMPLAINTS AND NOTICES. In the event of you having any complaints, claims or disputes with regard to any outcome regarding the Services or any activity provided by STX, you must submit your complaint to STX in writing as soon as is reasonably practicable following the date of the original transaction to which the claim or dispute refers. Complaints may be submitted by email to contactus@stxapp.io. Any notice we give to you will be sent to the email address that you provide when you register your Account. It is your responsibility to give us notice of any changes to this address.

 

DISPUTE RESOLUTION. PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.

YOU AGREE THAT BY USING THE SITE AND THE SERVICES, YOU AND STX ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. YOU AND STX 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, REPRESENTATIVE, OR COLLECTIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

You and STX agree that any and all claims and disputes arising from or relating in any way to the subject matter of these Terms, your use of the Site, or your and STX’s dealings with one another shall be finally settled and resolved through BINDING INDIVIDUAL ARBITRATION as described in this section. This agreement to arbitrate is intended to be interpreted broadly. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. The arbitration will be conducted by Judicial Arbiter Group, Inc. (“JAG”) using one arbitrator with substantial experience in resolving commercial contract disputes, who shall be selected from the appropriate list of JAG arbitrators in accordance with the Arbitration Rules and Procedures of JAG. If JAG is unable or unwilling to arbitrate a dispute, then the dispute may be referred to any other arbitration organization or arbitrator that you and STX both agree upon in writing or that is appointed pursuant to section 5 of the Federal Arbitration Act. For any claim where the total amount of the award sought is $10,000 or less, the arbitrator, you, and STX must abide by the following rules: (a) the arbitration shall be conducted solely based on telephone or online appearances and/or written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in Denver, Colorado. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.

There is no judge or jury in arbitration. Arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited. Neither you nor STX will be able to have a court or jury trial or participate in a class action or class arbitration. You and STX each understand and agree that by agreeing to resolve any dispute through individual arbitration, YOU AND STX ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL. ANY DISPUTE SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, CLASS ARBITRATION OR ANY SIMILAR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MULTIPLE PARTIES.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, YOUR USE OF THE SITE, OR YOUR AND OUR EALINGS WITH ONE ANOTHER MUST BE COMMENCED IN ARBITRATION WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. AFTER THAT ONE (1)-YEAR PERIOD, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

You and we agree that all challenges to the validity and applicability of the arbitration provision—i.e. whether a particular claim or dispute is subject to arbitration—shall be determined by the arbitrator. Notwithstanding any provision in these terms to the contrary, if the class-action waiver above is deemed invalid or unenforceable, neither you nor we are entitled to arbitration. If the arbitration provision in this section is found unenforceable or to not apply for a given dispute, then the proceeding must be brought exclusively in the state courts of competent jurisdiction located in Denver County, Colorado or the United States District Court for the District of Colorado located in Denver, Colorado, as appropriate, and you agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes, and you still waive your right to a jury trial, waive your right to initiate or proceed in a class or collective action, and remain bound by any and all limitations on liability and damages included in these Terms. This arbitration agreement will survive termination of your use of the Site and your relationship with STX. This arbitration agreement involves interstate commerce and, therefore, shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”), and not by state law. Information on AAA and how to start arbitration can be found at www.adr.org or by calling 800-778-7879.

If you wish to opt-out of the agreement to arbitrate, within 45 days of when you first use the Site or the Services, you must send STX a letter stating “Request to Opt-Out of Agreement to Arbitrate” at the following address: 2700 Patriot Blvd Ste. 140, Glenview, IL 60026; Attention:  Legal Department. In the event you opt out of the arbitration provision, you agree to litigate exclusively in the state courts of competent jurisdiction located in Denver County, Colorado or the United States District Court for the District of Colorado located in Denver, Colorado, as appropriate, and you agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes, and you still waive your right to a jury trial, waive your right to initiate or proceed in a class or collective action, and remain bound by any and all limitations on liability and damages included in these Terms.

 

LINKED SITES. For your convenience, certain hyperlinks may be provided on the Site or in the Services that link to other Web sites which are not under our control. We do not endorse or sponsor such Web sites and we are not responsible for the availability, accuracy, content, or any other aspect of such Web sites. We disclaim all liability for such Web sites, for all access to and use thereof, and for use of the links to such Web sites. We also disclaim all liability, and make no representations or warranties, with respect to any the Services or services made available, sold, or provided to you by any third-party. Your use of other Web sites, and any purchases of services, volunteering of time or services, or making of charitable contributions through other Web sites, is subject to the terms and conditions of such other Web sites. You agree that you will bring no suit or claim against STX arising from or based upon any such use of other Web sites. Hyperlinks to other Web sites that are provided on the Site or in the Services do not imply that: (a) STX is affiliated or associated with any linked sites; (b) STX is legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in connection with or accessible through such links; or (c) any linked site is authorized to use any trademark, trade name, logo, or copyright symbol of STX.

 

LINKS TO THE SITE. Without our express, prior, written permission, you shall not: (a) “frame” the Site or the Services or otherwise cause the Site or the Services to appear in a window with any other material that does not constitute Content; (b) cause the hyperlink to the Site, or the Site or the Services, to be displayed in any way that is disparaging to STX or any entity that is affiliated or associated with STX; or (c) otherwise imply or state that any type of relationship or special arrangements exist with STX and any other entity; (d) use any tradename, trademark, or brand name of STX in metatags, keywords and/or hidden text, including for the purpose of affiliate marketing.

 

DISCLAIMER. Although we strive to make the Site, the Services and the features, materials, information and services provided through the Site reasonably helpful, useful, reliable and current, you understand and agree that your access to and use of the Site, the Services and all features, materials, information and services available through the Site and STX are at your own initiative and risk. We do not promise, covenant, represent, warrant, or guarantee that you or any other user of the Site or the Services will obtain any particular or tangible result or goal through the use of the Site or the Services, or obtain any other product or service in connection with use of the Site or the Services. It is solely your responsibility to take appropriate precautions to ensure that any information, materials, or anything else that you submit to or through the Site or to STX in any other way, or that you access, use, download, or otherwise obtain on or through the Site or by or through STX, are: (a) up-to-date, accurate, complete, reliable, truthful and suitable to and appropriate for the purpose for which they are intended; and (b) free of viruses and other disabling devices and destructive routines.

THE SITE AND THE SERVICES, AND ALL FEATURES, MATERIALS, INFORMATION AND SERVICES AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR GUARANTIES, EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT REPRESENT, WARRANT, OR COVENANT THAT THE SITE AND THE SERVICES, AND ALL FEATURES, MATERIALS, INFORMATION AND SERVICES AVAILABLE ON OR THROUGH THE SITE OR THROUGH STX ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU, YOUR ORGANIZATION, OR ANY THIRD-PARTY MAY CHOOSE TO PUT THEM, THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED OR ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND THE SERVICES, AND ALL FEATURES, MATERIALS, INFORMATION AND SERVICES AVAILABLE ON OR THROUGH THE SITE AND THROUGH COMPANY ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS.

 

LIMITATION OF LIABILITY. IN NO EVENT SHALL STX, ITS CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF EACH OF THE FOREGOING, BE LIABLE TO YOU, YOUR ORGANIZATION, OR ANY OTHER THIRD-PARTY FOR ANY LOSS, COST, DAMAGE, OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH: (A) THE USE OF, OR RELIANCE ON, THE SITE AND THE SERVICES, AND ALL FEATURES, MATERIALS, INFORMATION AND SERVICES ACCESSIBLE ON OR THROUGH THE SITE OR OTHERWISE MADE AVAILABLE BY STX, INCLUDING ANY THE SERVICES; (B) THE USE, COPYING, OR DISPLAY OF THE SITE OR THE SERVICES OR THE TRANSMISSION OF INFORMATION TO OR FROM THE SITE OVER THE INTERNET; (C) OUR PERFORMANCE OF, OR FAILURE TO PERFORM, ITS OBLIGATIONS IN CONNECTION WITH THESE TERMS; (D) ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF YOU, YOUR ORGANIZATION, OTHER USERS OF THE SITE, OR OTHER THIRD-PARTIES, INCLUDING, BUT NOT LIMITED TO, ANY NOT-FOR-PROFIT ORGANIZATIONS; (E) YOUR PURCHASE AND USE OF ANY GOODS OR SERVICES PROVIDED BY THIRD-PARTIES; OR (F) THE AVAILABILITY, RELIABILITY, ACCURACY, TIMELINESS, OR QUALITY OF THE SITE OR THE SERVICES. UNDER NO CIRCUMSTANCES SHALL STX, ITS CONTRACTORS, SUPPLIERS CONTENT-PROVIDERS AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS OF EACH OF THE FOREGOING, BE LIABLE TO YOU, YOUR ORGANIZATION, ANY NOT-FOR-PROFIT ENTITY, OR ANY OTHER THIRD-PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION AND CLAIMS OF THIRD-PARTIES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SITE, ANYTHING DESCRIBED IN THE FOREGOING CLAUSES (A) THROUGH (F) OF THIS PARAGRAPH, OR ANY OTHER CAUSE BEYOND THE CONTROL OF STX, EVEN IF STX WAS ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE LIABILITY OF STX, ITS CONTRACTORS, SUPPLIERS, CONTENT- PROVIDERS, AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF EACH OF THE FOREGOING, SHALL BE LIMITED IN ACCORDANCE WITH THESE TERMS TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING ANY OF THE FOREGOING, IF STX, ITS CONTRACTORS, SUPPLIERS, CONTENT- PROVIDERS, OR OTHER SIMILAR ENTITIES, OR ANY OF THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, OR AGENTS OF ANY OF THE FOREGOING, IS FOUND LIABLE TO YOU OR TO ANY THIRD-PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THESE TERMS, THE SITE OR THE SERVICES, STX AND SUCH PARTIES’ CUMULATIVE, AGGREGATE AND MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS IN ANY CALENDAR YEAR SHALL NOT EXCEED $100. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS AND EXCLUSIVE REMEDIES SPECIFIED HEREIN WILL SURVIVE EVEN IF FOUND TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE.

SPECIAL NOTICE TO CALIFORNIA AND NEW JERSEY RESIDENTS. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

BY USING THE SITE AND THE SERVICES, YOU: (A) ASSUME ALL RISK OF LOSSES OR DAMAGES RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR THE SERVICES; (B) IRREVOCABLY WAIVE ALL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) THAT MAY OCCUR AS A RESULT OF YOUR USE OF THE SITE OR THE SERVICES; (C) EXPRESSLY AGREE TO RELEASE AND DISCHARGE STX, AND ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION RESULTING, DIRECTLY OR INDIRECTLY, FROM YOUR USE OF THE SITE AND THE SERVICES; AND (D) YOU VOLUNTARILY WAIVE ANY RIGHT THAT YOU MAY OTHERWISE HAVE TO BRING A LEGAL ACTION AGAINST STX FOR LOSSES OR DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, INCLUDING ANY CLAIM BASED ON ALLEGED NEGLIGENCE ON THE PART OF STX AND ITS AGENTS AND EMPLOYEES. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS “WAIVER AND RELEASE” AND FULLY UNDERSTAND THAT IT IS A RELEASE OF LIABILITY.

INDEMNIFICATION. You agree to indemnify, defend and hold harmless STX, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, agents, licensors, and partners from any and all claims, losses, liabilities, demands, damages, costs, or expenses (including reasonable attorneys’ fees), arising from or asserted by any third party relating in any way to (a) your use of the Site or the Services, or any other feature, product, service or promotion offered to you by STX; (b) any claim of infringement of third party intellectual property rights; (c) uploading, posting, emailing, reproducing, transmitting or otherwise distributing any content or other materials by you; or (d) the breach of any of these Terms by you or any users of your account with STX. STX reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligations.

MISCELLANEOUS. These Terms and the Privacy Policy (as each may be revised and amended at any time and from time to time) collectively constitute the entire agreement with respect to your access to and use of the Site, the Services and any other features, materials, information or other services available on or through the Site or through STX. Our electronically or otherwise properly stored copy of these Terms shall be deemed to be the true, complete, valid, authentic and enforceable copy of these Terms, and you agree that you shall not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms. Except as expressly provided for herein, these Terms do not confer any rights, remedies, or benefits upon any person other than you and STX may assign its rights and duties under these Terms at any time to any third-party without notice. You may not assign these Terms without our prior written consent. These Terms shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Should any provision of these Terms be held to be void, invalid, unenforceable, or illegal by a proper legal authority, the validity and enforceability of the other provisions hereof shall not be affected. You are responsible for complying with any and all laws of the jurisdiction from which you are accessing the Site and any other jurisdiction whose laws apply to you or your actions. You agree that you will not access or use the Site, the Services, or any other services, features, information or materials on the Site in violation of the aforementioned laws or these Terms.

 

QUESTIONS REGARDING THE SITE OR THESE TERMS. Please contact us with any questions regarding the Site, the Services or these Terms by e-mail contactus@stxapp.io.

 

ACKNOWLEDGEMENT. BY USING AND ACCESSING THE SITE AND THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND THE PRIVACY POLICY REFERENCED HEREIN.

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