TERMS AND CONDITIONS OF USE
Effective as of August 16, 2017
PXLD reserves the right to change, suspend and/or discontinue, at any time, any aspect or feature of our Services, including without limitation content, hours of availability and equipment needed for access or use. We also reserve the right to change or modify the Terms and Conditions applicable to your use of our Services, or any part thereof, or to impose new conditions, at any time. All such changes will take effect immediately after they have been posted on our Services, and you will be deemed to have accepted any such changes by your use of our Services following such time. Therefore, we encourage you to regularly review the Terms and Conditions.
OUR SERVICES ARE NOT DIRECTED TO, OR INTENDED FOR, CHILDREN UNDER 13 YEARS OF AGE. PXLD understands that protecting the privacy of young children is important. For that reason, children under the age of 13 may not use the Services. If you use the Services, you affirm that you are at least 13 years old.
YOUR USE OF OUR SERVICES
You agree that you will not: •Use PXLD’s Services in any way that may lead to the encouragement, procurement or carrying out of any illegal or criminal activity. •Use our Services to violate any applicable law. •Use our Services or any information obtained from our Services for any purpose other than your personal and non-commercial use related to any of the services offered by us or our affiliates – companies that control, are controlled by, or are under common control with PXLD. •Sell or transfer any information obtained from our Services to a third party. •Obtain or attempt to obtain any materials, documents or information through any means not purposely made available through our Services. •Penetrate or attempt to penetrate the security measures protecting our Services, including without limitation by hacking, password “mining” or any other illegitimate means. •Probe, scan or test the vulnerability or security of our Services. •Frame or utilize framing techniques to enclose any portion of our Services. •Intentionally disrupt the operation or functionality of our Services. You further agree that you will not use our Services to: •Impersonate another person, whether actual or fictitious, including without limitation impersonating any PXLD employees or consultants. •Post, disseminate, submit, transmit, host, share and/or publish material that is unlawful, harassing, defamatory, abusive, threatening, obscene, harmful, tortuous, libelous or invasive of another’s privacy, or that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate. •Transmit viruses, “Trojan horses,” chain letters, junk mail, “spam” or bulk communications of any kind. •Post, disseminate, submit, transmit, host, share and/or publish advertisements or solicitations of business. •Post, disseminate, submit, transmit, host, share and/or publish material that is protected by copyright, trade secret, patent, trademark and/or other proprietary rights, including without limitation privacy and publicity rights, unless you are the owner of such rights, or you have written permission from the rightful owner of such rights, and you grant us a license, consent and release with respect to such material as provided in the Terms and Conditions.
YOUR SUBMISSIONS TO OUR SERVICES
Our Services may allow you to post, disseminate, submit, transmit, host, share and/or publish various materials and information, including without limitation videos, photographs, biographical information and other materials (collectively, “User Materials”). You are solely responsible for your User Materials and the consequences of posting, disseminating, submitting, transmitting, hosting, sharing and/or publishing such User Materials on and/or to our Services. By using our Services and posting, disseminating, submitting, transmitting, hosting, sharing and/or publishing such User Materials on and/or to our Services, you represent and warrant that you own the entire right, title and interest in and to such User Materials, including without limitation the copyrights therein and thereto (or you otherwise possess sufficient rights in such User Materials, through a written agreement with the owner(s) of such rights, to grant the license, consent and release herein), and that such User Materials: (i) are original and have not been copied in whole or in part from any other work; and, (ii) do not violate, infringe and/or misappropriate the proprietary rights of any third party, including without limitation privacy and publicity rights. You hereby grant to PXLD and its agents, attorneys, representatives, predecessors, successors, affiliates, parents, subsidiaries, nominees, licensees, executors, administrators, assigns, media outlets/partners and those acting with authority of the foregoing (collectively, “PXLD Parties”), a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, transferable and sublicensable right and license to use, share, reproduce, distribute, prepare derivative works of, publicly display, publicly perform, host, cache, route, transmit, store, reformat, excerpt, edit, archive, index, crawl, create algorithms based on, modify and/or transcode such User Materials, in any and all formats and through any and all means and channels, including without limitation through streaming and downloading technologies, on the Internet, in publications and advertisements, at scouting/recruiting events and in kits distributed to the media. You further hereby irrevocably consent and allow the PXLD Parties to use and share the name(s), voice(s), biographical information, appearance(s), likeness(es), features, characteristics, persona(s), form(s) and/or image(s) of, as well as any statement(s) made by or attributed to, all identifiable individual(s) depicted and/or described in such User Materials (collectively “Names and Likenesses”). You also hereby irrevocably waive as against the PXLD Parties all moral rights and rights of restraint in such User Materials. You hereby fully and completely release, forever discharge, hold harmless and agree to defend and indemnify the PXLD Parties from any and all claims, liabilities demands, actions, suits, causes of action and damages (including costs, expenses and attorneys’ fees), that you, or any third party, shall or may have arising out of or in connection with the use of such User Materials and/or Names and Likenesses as provided herein. The license, consent and release herein is binding upon you and your heirs, executors, administrators, successors, licensees and assigns. You acknowledge that PXLD reserves the right to display advertisements in connection such User Materials, to display such User Materials with similar materials from other users and to use such User Materials for marketing, promotional and advertising purposes. You further acknowledge that PXLD has the right, in our sole discretion, to prescreen, pre-approve, refuse and/or remove from our Services, without prior notice, any User Materials, including without limitation User Materials that violate the Terms and Conditions. If you have any comments or questions regarding content or materials on our Services, please contact PXLD using the contact information found at the end of the Terms and Conditions. If you believe in good faith that any content or materials on our Services violate your copyright, please contact us as provided in the following section of the Terms and Conditions.
COPYRIGHT INFRINGEMENT AND THE DIGITAL MILLENNIUM COPYRIGHT ACT
PXLD respects the valid intellectual property rights of others. We will respond to allegations of copyright infringement with respect to content or materials on our Services, including without limitation User Materials, in accordance with the Digital Millennium Copyright Act (the “DMCA”). The DMCA provides a process for copyright owners to give notification to online service providers concerning alleged copyright infringement. When PXLD receives a valid DMCA notification, we respond by removing (or disabling access to) the allegedly infringing content or materials. After removing such content or materials, PXLD will take reasonable steps to contact the owner of the removed content or materials so that a DMCA counter notification may be submitted. After receiving a valid counter notification, PXLD generally restores the allegedly infringing content or materials, unless we receive further notice from the copyright owner that a legal action has been filed seeking a court order to restrain the alleged copyright infringer from engaging in the allegedly infringing activity. If you are a copyright owner, or an agent of a copyright owner, and you believe that any content or materials on our Services, including without limitation User Materials, violate your copyright, you may submit a notification pursuant to the DMCA by providing our DMCA agent with the following information in writing (please see 17 U.S.C. §512(c)(3) for further detail): (i) your physical or electronic signature; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity, and information reasonably sufficient to permit PXLD to locate the material; (iv) information reasonably sufficient to permit PXLD to contact you, such as an address, telephone number, and, if available, an email address; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and, (vi) a statement under penalty of perjury that the information in the notification is accurate, and that you are authorized to act on behalf of the owner of the allegedly infringed copyright. PXLD’s designated agent to receive notifications of claimed copyright infringement under the DMCA is: Paragon XL Dance LLC
Attn: Dance Division (DMCA Notice)
1091 3rd Ave SW, Carmel, IN 46032
Email: email@example.com For the purposes of clarification, only notices pursuant to the DMCA should be directed to PXLD’s DMCA agent. All other questions or concerns about our Services or the Terms and Conditions should be directed to PXLD as set forth at the end of the Terms and Conditions. If you believe that your User Materials have been improperly removed because they are not infringing, because you have authorization from the actual copyright owner or the owner’s agent and/or because you have the right to use the User Materials under applicable law, you may send a written counter notification to PXLD’s DMCA agent with the following information (please see 17 U.S.C. §512(g)(3) for further detail): (i) your physical or electronic signature; (ii) identification of the User Materials that have been removed or to which access has been disabled and the location(s) at which the User Materials appeared before such User Materials were removed or disabled; (iii) a statement under penalty of perjury that you have a good faith belief that such User Materials were removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (iv) your name, address, telephone number and, if available, email address; and, (v) a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located or, if your address is outside of the United States, to the jurisdiction of the Federal District Court for the Northern District of Indiana, and that you will accept service of process from the party that provided notification to PXLD of the alleged infringement. If PXLD’s DMCA agent receives a valid counter notification pursuant to the DMCA, we may send a copy of such counter notification to the original complaining party and we may inform such party that we may replace the removed or disabled content in ten (10) business days. Unless PXLD’s DMCA agent receives further notice from the original complaining party that it has filed an action seeking a court order to restrain the allegedly infringing activity, we may replace or re-enable access to the allegedly infringing content or materials not less than ten (10), nor more than fourteen (14), business days after receipt of the valid counter notification.
All text, graphics, photographs, videos, user interfaces, trademarks, logos, taglines, animations, sounds, and music contained on, or comprising, our Services, including without limitation the design, structure, selection, organization, compilation, display, arrangement, expression and “look and feel” of our Services, and the software comprising and/or embodying the foregoing (collectively, the “PXLD Content”), are owned, controlled or licensed by or to PXLD, and are protected under applicable intellectual property laws, including without limitation copyright, trade dress, trademark and/or patent laws. Your use of our Services gives you no ownership rights in the PXLD Content. You may not, without limitation, copy, reproduce, republish, download, print, post, broadcast, record, mirror, transmit, commercially exploit, edit, communicate to the public or distribute in any way any part of our Services or the PXLD Content except as follows: (i) you may download the PXLD Content to your website viewing device for the purpose of viewing it; and, (ii) you may print portions of our Services and the associated PXLD Content for your personal informational use as long as the printed portions are not subsequently modified or altered in any way. Any use other than as permitted under the Terms and Conditions may be undertaken only with the prior written authorization of PXLD.
TERMINATION OF YOUR RIGHT TO USE OUR SERVICES PXLD reserves the right to suspend, restrict and/or terminate your access to our Services at any time, without notice, in our sole discretion, without limitation to any of our other rights. Further, PXLD reserves the right to terminate your account if your User Materials are the subject of multiple DMCA notifications and/or you are deemed to be a repeat infringer.
PRODUCTS AND SERVICES OFFERED BY PXLD ATHLETIC RECRUITING
PXLD may offer products and services on or through our Services. When you enroll for such products or services, you accept the specific agreement(s) applicable to such products or services. Your use of any such products or services is governed by the terms and conditions in the applicable agreement(s) for such products or services and, to the extent such products or services are provided through our Services, the Terms and Conditions also will apply.
PXLD EMAIL ADDRESS
Upon signing this Agreement, PXLD may provide the student-athlete with a personal email address (the “PXLD Email Address”). The student-athlete may use this dedicated PXLD Email Address in lieu of a personal email address, so as to keep all PXLD correspondence organized in a single location while using PXLD’s Services, iPhone App or any other electronic, media or mobile platform that PXLD may elect to use. The PXLD Email Address is intended to be used only for communications between the student-athlete and coaches related to the collegiate recruiting process. PXLD will take steps to filter emails to the PXLD Email Address unrelated to PXLD coaching or direct recruiting activities, and unsolicited bulk mail, postings or instant messages (“Spam”), and divert them to a Spam folder. The student-athlete will be able to access and review the Spam folder and elect to transfer any emails from that Spam folder into their general PXLD Email Address account inbox. The student-athlete may opt out of using the PXLD Email Address at any time (“Opt-Out”). To effectuate the Opt-Out, the student-athlete can send an email with the subject line “PXLD Email Opt-Out” to firstname.lastname@example.org. The Opt-Out request will be effectuated within five days of receipt. If the student-athlete Opts-Out of using the PXLD Email Address, PXLD and coaches will contact the student-athlete using his/her personal email address, which must be provided by the student-athlete to PXLD. The student-athlete may not use the PXLD Email Address to perform any of the following prohibited activities: •Don’t use the PXLD Email Address to do anything illegal. •Don’t engage in any activity that exploits, harms, or threatens to harm children. •Don’t send Spam or use your account to help others send Spam. •Don’t publicly display inappropriate message (e.g. nudity or pornography). •Don’t engage in activity that is false or misleading (e.g. impersonating someone else). •Don’t engage in activity that is harmful to PXLD or the PXLD Email Address of any other student-athlete (e.g. viruses, stalking, hate speech, advocating violence against others). •Don’t infringe upon the rights of others (e.g. unauthorized sharing of copyrighted photos, music or videos). •Don’t engage in activity that violates the privacy of others.
LINKS TO OTHER WEBSITES
Our Services may provide links to other websites or resources, including advertisers, over which we have no control. These links are provided solely as a convenience to you and, unless otherwise explicitly stated, should not be construed as an endorsement by PXLD of the content, product or services on such websites or resources. You access and use such websites or resources, including the content, products or services thereon, solely at your own risk. We make no representations or warranties with respect to the content, ownership, or legality of any such linked websites, and you agree that PXLD has no responsibility or liability for the availability of such websites or resources, or for the content, advertising, products, services or other materials available through such websites or resources.
THIRD PARTY ADVERTISING ON OUR SERVICES
Unless otherwise explicitly stated, PXLD does not endorse or guarantee any third party products or services advertised on our Services or any third parties sponsoring parts of our Services. Your dealings with advertisers or other third parties found on or through our Services are solely the responsibility of you and the third party. These dealings include without limitation your participation in promotions, the payment for and delivery of products and services, if any, and any terms, conditions, warranties or representations associated with such dealings. You agree that PXLD will have no liability with respect to any loss or damage of any kind incurred as a result of any dealings between you and any third party, or as a result of the presence of such third parties on our Services.
DISCLAIMER OF WARRANTIES
YOU AGREE THAT YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE SERVICES, AND ALL MATERIALS, INFORMATION (INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, LINKS, OR ANY INFORMATION OR MATERIALS OBTAINED OR ACCESSED THROUGH THE SERVICES), AND PRODUCTS INCLUDED THEREIN ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” “AS AVAILABLE,” WITH NO WARRANTIES WHATSOEVER AND THEREFORE PXLD EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM COMPUTER VIRUS, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS. PXLD DISCLAIMS ANY RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OF INFORMATION, CONTENT, OR MATERIALS ON THE SERVICES, THE FUNCTIONALITY OF THE SERVICES, OR THE AVAILABILITY OF THE SERVICES. PXLD CANNOT AND DOES NOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULT FROM USE OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PXLD, OR FROM OR THROUGH THE SERVICES, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU HAVE NO RIGHT TO RELY ON ANY INFORMATION CONTAINED HEREIN AS ACCURATE. PXLD MAKES NO SUCH WARRANTY. PXLD DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RESULTS OF THE USE OF THE INFORMATION MATERIALS, SOFTWARE, FACILITIES, SERVICES, OR OTHER CONTENT ON THE SERVICES OR ANY SITES LINKED TO THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, OR OTHERWISE. PXLD DOES NOT WARRANT THAT THE FUNCTIONS AND FEATURES MADE AVAILABLE THROUGH THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PXLD EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITIES AND LIABILITY FOR THE CONDUCT OF ANY OTHER USER, AND EXPRESSLY DISCLAIMS THAT USER MATERIALS INPUTTED BY OTHER USERS ARE EITHER CORRECT OR ACCURATE. PXLD IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OR OTHER USERS OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL PXLD BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE’S USE OF THE SERVICES, ANY USER MATERIALS POSTED ON OR THROUGH THE SERVICES OR TRANSMITTED TO USERS OR OTHER USERS, OR ANY INTERACTIONS BETWEEN OR AMONG USERS OR OTHER USERS OF THE SERVICES, WHETHER ONLINE OR OFFLINE. PXLD TAKES NO RESPONSIBILITY FOR THIRD-PARTY ADVERTISEMENTS THAT ARE POSTED THROUGH THE SERVICES, NOR DOES IT TAKE ANY RESPONSIBILITY FOR THE GOODS OR WEBSITES PROVIDED BY ITS ADVERTISERS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
LIMITATION OF LIABILITY
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. PXLD IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY NETWORK, SYSTEM, SERVER OR PROVIDER, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF E-MAIL OR PLAYERS ON ACCOUNT OF TECHNICAL PROBLEMS, OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY WEBSITE OR COMBINATION THEREOF. PXLD IS NOT RESPONSIBLE FOR ANY INJURY OR DAMAGE TO ANY DEVICES BELONGING TO ANY USER OR ANY OTHER PERSON RELATED TO OR RESULTING FROM USE OF THE SERVICES, VIEWING, PLAYING, OR DOWNLOADING ANY USER MATERIALS ON OR FROM THE SERVICES, OR OTHERWISE IN ANY WAY IN CONNECTION WITH THE SERVICES. PXLD ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER OR USER COMMUNICATIONS. UNDER NO CIRCUMSTANCES WILL PXLD, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND THEIR RESPECTIVE OWNERS, OFFICERS, MANAGERS, OTHER USERS, AGENTS, AND EMPLOYEES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOSSES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, GOODWILL, USE DATA, OR OTHER INTANGIBLE LOSSES), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH USE OF, OR INABILITY TO USE, THE SERVICES, WHETHER OR NOT PXLD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. SUCH LIMITATIONS OF LIABILITY SHALL APPLY (A) WHETHER THE DAMAGES ARISE FROM THE SERVICES OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), AND (B) NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. IF YOU ARE DISSATISFIED WITH ANY PART OF THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, UNDER NO CIRCUMSTANCES SHALL PXLD BE LIABLE TO YOU FOR ANY AMOUNT EXCEEDING TWENTY-FIVE DOLLARS ($25.00) OR THE MINIMUM AMOUNT ALLOWED BY LAW IN THE APPLICABLE JURISDICTION.
The Terms and Conditions shall be governed by and construed under the law of the State of Indiana, without regard to conflicts of laws rules. You agree that the courts of Illinois shall have exclusive jurisdiction over the parties for all disputes. Venue shall lie exclusively and only in the state and federal courts in Indianapolis, Indiana.
LIABILITY FOR TECHNICAL DISRUPTIONS TO OUR SERVICES
If you cause a technical disruption of our Services or any aspect of its functionality you agree to be responsible for any and all loss, costs, liabilities or expenses PXLD may suffer and you agree to be liable for any attorneys’ fees and costs arising from and/or related to the same. The foregoing shall be without limitation of our other venders in law or equity.
You agree to compensate, indemnify, defend, and hold harmless PXLD, our officers, directors, employees, agents, business partners, affiliates, distributors, licensors and licensees for, from and against all claims, losses, expenses, damages, costs, or demands, resulting from any claim, action, investigation, demand, or proceeding arising in connection with your use of our Services or any violation of the Terms and Conditions.
SEVERANCE Each provision of the Terms and Conditions shall be construed separately and independently of each other and the invalidity of any one part shall not affect the validity of any other part.
The failure of PXLD to enforce any provisions of the Terms and Conditions or to respond to a breach by you or other parties shall not in any way waive its rights to enforce subsequently any terms or conditions of the Terms and Conditions or to act with respect to similar breaches. HOW TO CONTACT US Should you have questions or concerns about the Terms and Conditions, please contact us at email@example.com