Terms of Service
Last updated: September 25, 2012.
Overview. These Terms of Service (the “Terms of Service” or this “Agreement”) govern your access to and use of Roxi Communications, Inc.’s (“Roxi”, “we”, “us” or “our”) mobile app, website (www.getroxi.com) (the “Site”), software and services (collectively, the "Services"). These Terms of Service limit Roxi’s liability and obligations to you, grant Roxi certain rights and allow Roxi to change, suspend or terminate your access to and use of the Services. Your access to and use of the Services are expressly conditioned on your compliance with these Terms of Service. Roxi reserves the right to update and change these Terms of Service from time to time without notice or acceptance by you, so please check this page frequently for updates and changes. Breach of these Terms of Service could subject you to civil and criminal liability so please review them carefully.
Description of the Services. The Services are comprised of a suite of proprietary tools and applications that enable you to order tickets to events (“Events”), reserve guest list access, reserve and/or pre-purchase bottle service with or at participating bars, restaurants, nightclubs and lounges (“Locations”).
As with all Services that potentially involve the consumption of alcohol, Roxi requests and requires that you drink responsibly and not use the Services, or consume alcohol, while driving.
Binding Nature. BY ACCESSING OR USING THE SITE AND/OR THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. YOU ARE ONLY AUTHORIZED TO ACCESS THE SITE OR TO USE THE SERVICES (REGARDLESS OF WHETHER YOUR ACCESS OR USE IS INTENDED) IF YOU AGREE TO ABIDE BY ALL APPLICABLE LAWS AND THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES.
2. YOUR ACCOUNT
Authorization. Use of the Services is void where prohibited by law. By using the Services, you represent and warrant that: (i) all registration information you submit to us is truthful and accurate; (ii) you will maintain the accuracy of such information; (iii) you are 19 years of age or older, or have otherwise achieved the age of majority in the jurisdiction of your residence; and (iv) your use of the Services does not violate any applicable law or regulation. Roxi reserves the right to refuse registration of, or cancel, any account in its sole discretion, at any time.
Credentials. Your account will be accessed through an email address, username and password that you will create (your "Credentials"). Your Credentials are solely for your use. You are responsible for maintaining the confidentiality of your Credentials and you are fully and solely responsible for all activities that occur under your Credentials, whether authorized by you or not. It is your responsibility to take adequate precautions with your Credentials and to immediately notify Roxi of any unauthorized use of your Credentials.
Payments. The Services provide functionality that permits you to pre-purchase tickets, bottle service, and other services or products (collectively, “Products”), at participating Locations. By placing an order, you are purchasing a Product directly from the Location, and not from Roxi, and you hereby release Roxi from any claims, damages, causes of action or liabilities you may have in connection with the purchase or use of any Product or Event. Roxi solely acts as a payment processing intermediary for the purchase. Without limiting the generality of other provisions pertaining to your purchase of a Product, any such purchase is subject to the following terms and conditions:
- All orders are subject to availability of the Location. Any statements of pricing and availability through Services are provided from the Location, and Roxi makes no representations or warranties that the information is true, accurate or complete. In the event that a Location fails to deliver in their totality the Products, please notify us and we will investigate such affairs. If we determine, in our sole discretion, that the Location has substantially and materially failed to deliver to you the Products, we will issue to you a refund for the Product purchase amount. We retain the right to refuse any order or request made by you. When placing an order you warrant that all information you provide to us is true, accurate and complete. When you place an order, you will receive an acknowledgement e-mail confirming receipt of your order.
- Any statements of pricing and availability through Services are provided from the Location, and Roxi makes no representations or warranties that the information is true, accurate or complete. Any gratuity to be paid in connection with the Product is NOT included in the price given on the Services and will need to be paid separate and apart from the purchase of the Product.
- We charge your credit card or PayPal account when you click the “Confirm Purchase” button of the Check Out process. Prior to confirming your purchase, you will have the opportunity to review your order. The Grand Total shown in the Order Review screen of the Check Out process includes the price of the Product(s) plus taxes and customs duties applicable to the order. Any gratuity to be paid in connection with the Product is NOT included in the price given on the Services and will need to be paid separate and apart from the purchase of the Product. At no time do we provide your credit card or PayPal information to the Location. All orders accepted by us are final and, once placed, cannot be cancelled or retracted (except to the extent required by applicable law.)
All funds are quoted in the currency in which they are displayed or, where no currency is displayed, all amounts are in Canadian dollars. In addition to paying the published price, you are responsible for paying all applicable taxes in connection with the purchase.
Term. These Terms of Service, and any posted revision to these Terms of Service, shall remain in full force and effect while you use the Services. Notwithstanding the foregoing, certain provisions of these Terms of Service survive termination or expiration of your account. Please see “Survival” below for more information.
Content. The Services include functionality that permits users to use text, images, audiovisual media and other forms of content and intellectual property (collectively, "Content") in connection with their accounts. With the exception of Feedback (as defined below), and subject to the grant of rights to Roxi herein, as between you and Roxi, any Content that you post on or through the Services belongs to you. “Content” does not include non-identifiable aggregate data compiled by Roxi for purposes of improving, maintaining, and/or optimizing the Services.
Please note that certain Content that you wish to post may be protected by copyright, even if not marked with the © symbol. If you are not the creator of the Content you use in connection with the Services, then you must get permission from the creator of that Content or the copyright holder to use the Content.
Furthermore, if you want to publish Content that includes images of someone other than yourself, you must get permission from the individuals portrayed in that Content before using it in connection with the Services.
Grant of Rights to Content. Even though, as between you and Roxi, you own all Content you post to the Services, you grant Roxi an irrevocable, nonexclusive, worldwide, royalty-free, sublicenseable and transferable right and license to use, reproduce, modify, distribute, publicly perform and publicly display your Content on and through the Services.
If you post Content on or through the Services, you represent and warrant to Roxi that:
- you understand and agree that, as between you and Roxi, you are responsible for all Content posted to the Services;
- you have the right to post that Content and to grant to Roxi all rights granted herein and Roxi’s use (or any other party’s use as permitted herein) of the Content will not violate or infringe the rights of any third party;
- the Content is your own original work, or you own or have acquired, all necessary rights to post and disclose the Content;
- the Content is true, accurate and complete;
- the Content is not unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, or impersonate another person;
- the Content does not victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; and
- your disclosure of the Content does not violate a confidential relationship with any third party, establish a confidential relationship with Roxi or any of its affiliates or suppliers or obligate Roxi or any of its affiliates or suppliers to treat your Content as secret or confidential.
No Obligation to Use Content. You acknowledge that: (i) Roxi has no obligation, either express or implied, to make any use of your Content. However, if Roxi does make use of your Content, whether such use is intentional or inadvertent, no compensation will be due to you or anyone else for the use of your Content or the use of any data, ideas, inventions, designs, patterns and/or processes similar to, related to or derived from your Content; and (ii) Roxi does not have any obligation, but may elect, to monitor the Content that is posted to the Services, for any purpose.
Preservation of Content. Roxi may preserve your Content and may also disclose such Content, with or without notice to you, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Service; (c) respond to claims that your Content violates the rights of any third party; or (d) protect the rights, property, or personal safety of Roxi, its users and the public.
Non-Confidential Nature of Content. You understand that posting your Content on or through the Services is entirely voluntary and will expose your Content to public display in a non-confidential manner. You understand that Roxi and its suppliers may view your Content and may develop or have developed Content which is identical or similar to yours, may already know of such Content from other sources or may have taken or will take some other action with respect to such Content.
Other Users Content. Content and/or Created posted by another person or company on or through the Services belongs to the person who posts such Content. Except as expressly permitted in these Terms of Service, you do not have the right to use, reproduce, create derivative works of, distribute, publicly perform or publicly display any Content that does not belong to you, other than viewing of the Content on or through the Services as Roxi may make available.
4. INTELLECTUAL PROPERTY
Ownership of the Services. All right, title, and interest in and to the Services (including, without limitation, all computer code, graphics, user interfaces and audiovisual content used to provide the Services) are and will remain the exclusive property of Roxi and/or its suppliers and licensors, including all intellectual property rights therein, even if Roxi incorporates any of your Feedback (as defined below) into subsequent versions. The Services are protected by copyright, trademark, and other laws of both Canada, the United States and foreign countries. Roxi reserves all rights to the Services that are not expressly granted herein. Except as expressly permitted in these Terms of Service, you may not reproduce, modify, reverse engineer or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Services. You may not copy or modify the HTML or other code used to generate web pages on the Services.
License of Services. Roxi grants to you, commencing on the effective date of your subscription to the Services (the "Effective Date") and continuing thereafter for the term of your subscription (unless terminated earlier pursuant to these Terms of Service), a revocable, non-exclusive, non-transferable (except as permitted below), world-wide, limited license to make use of the then-current versions of the Services to which you have subscribed. The Services are licensed hereby, not sold.
Feedback. All feedback, comments, and suggestions for improvements (the “Feedback”) that you provide to Roxi, in any form, will be the sole and exclusive property of Roxi. You hereby irrevocably transfer and assign to Roxi and agree to irrevocably assign and transfer to Roxi all of your right, title, and interest in and to all of your Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the “Intellectual Property Rights”) therein. At Roxi’s request and expense, you will execute documents and take such further acts as Roxi may reasonably request to assist Roxi in acquiring, perfecting and maintaining its Intellectual Property Rights and other legal protections for your Feedback. You will not earn or acquire any rights or licenses in the Services or in any Intellectual Property Rights on account of these Terms of Service or your performance under these Terms of Service.
5. CODE OF CONDUCT
Rejection of Content. Roxi has the right, but not the obligation, to remove or block any Content from the Services that it determines in its sole discretion to be in violation of these Terms of Service or that is detrimental to the quality or intended spirit of the Services, as determined by Roxi in its sole discretion. Roxi also has the right, but not the obligation, to limit or revoke the use privileges of the Account of anyone who posts such Content or engages in such behavior.
Prohibited Activities. You agree not to do any of the following while using, or otherwise in connection, the Services:
- access, tamper with, or use non-public areas of the Services, Roxi’s computer systems, or the technical delivery systems of Roxi’s suppliers;
- attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures used in connection with the Services;
- attempt to access or search the Services or any Content with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by Roxi or other generally available third-party web browsers (such as Microsoft Internet Explorer, Google Chrome, Safari or Mozilla Firefox), including but not limited to browser automation tools;
- send unsolicited email, junk mail, “spam,” or chain letters, or promotions or advertisements for products or services;
- forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
- interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services; or plant malware on Roxi’s computer system, those systems of Roxi’s providers, or otherwise use the Services to attempt to distribute malware;
- impersonate or misrepresent your affiliation with any person or entity;
- use the Services for any illegal, criminal or tortious activity; or
- use the Services to harass, abuse, or harm another person or entity, or attempting to do the same.
6. INTERNATIONAL USE
Hosting. The Services are hosted in a datacenter in Canada and, as a result, information (including, potentially, personally-identifiable information) may be transferred between or reside or be hosted in countries other than the country of your domicile. Notwithstanding the foregoing, you acknowledge and agree that, to the fullest extent permitted by applicable law, Roxi's collection, use, storage and sharing of your information and Content is exclusively subject to the laws of Canada, not of the jurisdiction in which you are located.
7. COPYRIGHT INFRINGEMENT/NON-COMPLIANT CONTENT
Copyright Infringement Notices. If you believe that any material available on or through the Services violates your copyright or is otherwise non-compliant with these Terms of Service, you may send Roxi a notice of infringement. Any such notice must be in writing and must include substantially all of the following:
- a physical or electronic signature of a person who is providing the notice of non-compliance, or who is authorized to act on behalf of the owner of the copyright that is allegedly infringed;
- if applicable, 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 at that site;
- identification of the material that is claimed to be non-compliant or infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Roxi to locate the material. Roxi requests that complete URLs for each instance of the allegedly infringing material be provided;
- information reasonably sufficient to permit Roxi to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted;
- 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/or is non-compliant with these Terms of Service; and
- a statement that the information in the infringement notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the right that is allegedly infringed.
Copyright Agent. Your written copyright infringement notice must be sent to Roxi's designated copyright agent via mail or email. Please be aware that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Attention: Copyright Agent
Roxi Communications, Inc.
243 Queen Street West
By email: [email protected]
The Copyright Agent should only be contacted if you believe that your work has been used or copied in a way that constitutes copyright infringement or a breach of these Terms of Service and such infringement is occurring on or through the Services. The Copyright Agent will not respond to any other inquiries.
8. CANCELLATION AND TERMINATION
Termination of Your Account. Roxi, in its sole discretion, may without liability or penalty terminate your password and/or account, remove your access to the Services and/or discard any Content within the Services for any reason, including without limitation, lack of use, or if Roxi believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. In such event, but subject to any survival provisions herein, any contracts, verbal or written or assumed, in conjunction with your account and all its parts, at Roxi's discretion, will be terminated as well. Any termination of your access to the Services under any provision of these Terms of Service may be effected without prior notice.
Discontinuance of Services. Roxi, in its sole discretion and at any time, may discontinue providing the Services, or any part thereof, with or without notice and without liability or penalty. In such circumstances, Roxi may immediately deactivate or delete your account, as applicable, and all related information and Content and bar any further access to such information, Content or to the Services. Roxi will not be liable to you or any third party for any termination of your access to the Services.
Survival. If Roxi terminates your Account or removes your access to the Services, all rights and obligations under these Terms of Service shall cease, save for: Grant of Rights, Non-Endorsement & Release, Preservation of Content, Survival, Indemnification, Limitation of Liability, Governing Law, Dispute Resolution, Waiver and such other provisions hereof of thereof which expressly, or by their nature are intended to, survive termination.
Deletion of Content. After cancellation or termination of your account for any reason, you will no longer have access to your account and all information and Content in your account or that you have stored on the Services may be, but is not required to be, deleted by Roxi. Roxi will have no liability for information or Content that is deleted due to the cancellation or termination of your account for any reason.
Access to, and Retention of, Information. To comply with applicable laws and lawful governmental requests, to protect Roxi's systems and customers, or to ensure the integrity and operation of Roxi's business and systems, Roxi may access, store and/or disclose any information stored or transmitted on or through the Services which Roxi considers necessary or appropriate, including, without limitation, user information, IP address and traffic information, usage history and Content. Roxi also reserves the right to report any activity that it suspects violates any law, rule or regulation to appropriate law enforcement officials, regulators or other appropriate third parties.
9. GENERAL TERMS
Effect. These Terms of Service will remain in full force and effect while you use the Services.
Assignment. You may not assign your subscription to the Services, and such any assignment by you will be null and void.
Indemnification. You agree to indemnify and hold Roxi, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of: (i) your use of the Services, (ii) a claim that you, or any third party using your Credentials, infringed any intellectual property or other right of any person or organization using the Services, (iii) the violation of these Terms of Service by you, or any third party using your Credentials; (iv) your negligence or willful misconduct; or (v) any disputes arising between you and a Location (or any of the Location’s customers).
- THE SERVICES ARE PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ROXI AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. FURTHER, ROXI AND ITS AFFILIATES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER INFORMATION CONTAINED IN THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
- ROXI DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE AT ANY TIME OR FROM ANY PARTICULAR LOCATION, WILL BE SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER POTENTIALLY HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ROXI OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
Limitation of Liability.
- NEITHER ROXI NOR ITS AFFILIATES WILL BE LIABLE, UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, AND/OR LOSS OF INFORMATION OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND ROXI. ROXI’S SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ROXI'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES OF ACTION WHATSOEVER, AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, WILL BE ONE HUNDRED DOLLARS ($100.00).
- CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OR DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Entire Agreement. These Terms of Service (including any additional terms, conditions, policies and agreements incorporated herein) are the entire agreement between Roxi and you regarding the Services.
Governing Law/Jurisdiction. Subject to “Dispute Resolution”, below, any dispute arising from or related to these Terms of Service will be governed by the laws of the Province of Ontario without regard to conflict of law principles. Subject to the Dispute Resolution provision, below, the exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the Courts of the Province of Ontario located in Toronto, Ontario, Canada and each of the parties hereto irrevocably waives any objection to jurisdiction and venue in such courts.
Dispute Resolution. Any dispute regarding these Terms of Service, including the validity, existence, binding effect, interpretation, performance, breach or termination, and including tort claims, shall be referred to and finally determined, to the exclusion of the courts, by a single arbitrator as selected by Roxi in its sole discretion. The arbitration shall take place in Toronto, Ontario, in English, and in accordance with the National Arbitration Rules of the National Arbitration Institute of Canada, Inc. In all other respects the arbitration shall be governed by and subject to the Ontario Arbitration Act.
IF YOU DO NOT WISH TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MUST NOTIFY ROXI IN WRITING WITHIN THIRTY (30) DAYS OF THE DATE THAT YOU SET UP AN ACCOUNT, TO THE FOLLOW ADDRESS: 243 QUEEN STREET WEST, 2ND FLOOR, TORONTO, ONTARIO, M5V 1Z4, ATTENTION: LEGAL DEPARTMENT. YOUR WRITTEN NOTIFICATION MUST INCLUDE YOUR NAME, MAILING ADDRESS AND EMAIL ADDRESS, AS WELL AS A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION. YOUR DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON YOUR RELATIONSHIP WITH ROXI, OR YOUR USE OF THE SERVICES.
UNLESS OTHERWISE REQUIRED BY LAW, YOU MUST CONTACT US WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED ON SUCH EVENT, FACTS OR DISPUTE.
Should you have a dispute with one or more Locations, users, or an outside party, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. We encourage users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.
Waiver of Class Actions. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL PARTIES TO ANY ACTION ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS OF SERVICE MUST BE INDIVIDUALLY NAMED. YOU HEREBY WAIVE ANY RIGHT YOU MAY HAVE FOR ANY DISPUTE PERTAINING TO THE SERVICES OR THESE TERMS OF SERVICE TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION OR CONSOLIDATED BASIS, OR ON BASES INVOLVING DISPUTES BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC.
Waiver. The failure of Roxi to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Service shall otherwise remain in full force and effect and be enforceable.
Copyright © 2013 Roxi Communications, Inc. All rights reserved.