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JammText Affiliate Program

MIXCITY INC.

JAMMTEXT™ END-USER LICENSE AGREEMENT AND WEBSITE TERMS AND CONDITIONS

Thank you for visiting the JammText™ website located at www.mixcityinc.com (the "Site"). The Site is an Internet property of Mixcity Inc. ("Company," "we" or "us"). You agree to the following JammText™ End-User License Agreement and Website Terms and Conditions ("EULA"), in their entirety, when you: (a) access or use the Site; and/or (b) register on the Site to become a user ("User") which, depending on the User plan selected, grants you access to: (i) Company's proprietary text message ("JammText™ Text"), Twitter® post ("JammText™ Tweet") and Instagram® post ("JammText™ Instagram® Post")-related software offerings ("Software"); and (ii) certain services associated with the Software (the "Services," and together with the Site, Software, JammText™ Texts, JammText™ Instagram® Posts and JammText™ Tweets, the "JammText™ Offerings"). This EULA is inclusive of the JammText™ Privacy Policy ("Privacy Policy") and any and all other applicable Company manuals, operating rules, policies, price schedules and other supplemental terms and conditions or documents that may be published from time to time, which are expressly incorporated herein by reference (collectively, the "Agreement"). Company hereby reserves all rights to unilaterally modify the terms of the Agreement with such rights superseding any provision restricting any modification or amendment.

PLEASE READ THE AGREEMENT CAREFULLY BEFORE PROCEEDING WITH ACCESSING THE JAMMTEXT™ OFFERINGS. BY ACCESSING THE JAMMTEXT™ OFFERINGS, YOU CONSENT TO BE BOUND BY AND AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU MAY NOT BECOME A USER AND/OR ACCESS THE JAMMTEXT™ OFFERINGS.

Twitter® is a registered trademark of Twitter, Inc. ("Twitter"). Instagram® is a registered trademark of Facebook, Inc. ("Facebook"). Please be advised that Company is not in any way affiliated with Twitter or Facebook, nor are the JammText™ Offerings endorsed, administered or sponsored by Twitter or Facebook.

1. Fees. You can access the Software and Services for a fee, but the number of JammText™ Text messages and JammText™ Tweets made available to you will vary depending on the plan that you select. Upon submitting your Registration (as defined below) as a User, and receiving approval from Company, you will be given a JammText™ account ("Account"), and the credit card or debit card that you provided during registration or updated at a later date ("Payment Method") will be charged the applicable, non-refundable amount (the "Fees") set forth on the JammText Offerings Plan and Fee Schedule (the "Plan and Fee Schedule") depending on the User subscription package selected after reviewing the Plan and Fee Schedule.

All Fees will be non-refundable and will appear on your Payment Method statement as "Mixcity Inc JammText". In addition to the Fees, standard messaging, data and wireless access fees may apply to your use of the JammText™ Offerings. You are fully responsible for all such charges and Company has no liability or responsibility to you, whatsoever, for any such charges billed by your wireless carrier.

All Fees are payable in United States currency. Failure to use the Services and/or Software does not constitute a basis for refusing to pay any of the associated Fees. Subject to the conditions set forth herein, you agree to be bound by the Billing Provisions (as defined below) of Company in effect at any given time. Upon reasonable prior written notice to you (with e-mail sufficing), Company reserves the right to change its Billing Provisions and/or the Plan and Fee Schedule whenever necessary, in its sole discretion. Continued use of the Services and/or Software after receipt of such notice shall constitute consent to any and all such changes; provided, however, that any amendment or modification to the Billing Provisions and/or the Plan and Fee Schedule shall not apply to any charges incurred prior to the applicable amendment or modification.

Company's authorization to provide and bill for the Services and/or Software is obtained by way of your electronic signature. Once an electronic signature is submitted, this electronic order constitutes an electronic letter of agency. Company's reliance upon your electronic signature was specifically sanctioned and written into law when the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Transactions Act were enacted in 1999 and 2000, respectively. Both laws specifically preempt all state laws that recognize only paper and handwritten signatures. Where you fail to make any scheduled payment for accrued Fees, such overdue amounts will be subject to interest charges in the amount of one and one-half percent (1.5%) per month, compounded monthly. Your Account may be deactivated, and access to the Site, Services and/or Software denied, for non-payment.

2. Cancellation. You may cancel your Account at any time if you are not completely satisfied. If you wish to cancel your Account, please visit your Account area on the Site and utilize the options made available therein. You understand and agree that cancellation of your Account is your sole right and remedy with respect to any dispute with Company. Upon any termination and/or cancellation of your Account, your license grant, as set forth in Section 10 hereinbelow shall immediately terminate. The following conditions apply to any Account cancellation: (i) you shall not receive any pro-rata refund of your Fees for partial months or years; (ii) you shall not receive any refund for Fees previously paid up to the date of cancellation or termination; and (iii) you shall remain liable for any and all unpaid Fees billed by Company.

3. Requirements. The JammText™ Offerings are available only to valid legal entities and/or individuals who can enter into legally binding contracts under applicable law. The JammText™ Offerings are not intended for use by non-valid legal entities and/or individuals under eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age in the applicable jurisdiction). If a User or visitor to the Site ("Visitor," and together with Users, "End-Users") is not a valid legal entity, if that End-User is under eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age in the applicable jurisdiction) and/or if that End-User is unable to enter into legally binding contracts under applicable law, that End-User does not have permission to use and/or access the JammText™ Offerings. End-Users shall be responsible, at all times, for ensuring that they have an Internet connection, up-to-date Internet browser versions, a functioning e-mail account, a functioning mobile device and applicable mobile carrier plan, a functioning Twitter® account, applicable software, applicable hardware and/or other equipment necessary to access and use the JammText™ Offerings.

4. Registration. In order to obtain access to the Software and/or Services, you must first submit the applicable registration form ("Registration") to Company for review and initial approval. Company reserves the right, in its sole discretion, to deny the Registration of anyone at any time and for any reason, whatsoever. The information that you must supply on the Registration form in order to obtain a User subscription plan may include, without limitation: (a) your full name and nickname, if applicable; (b) your e-mail address; (c) your telephone number; (d) mailing and billing address; (e) company name (if applicable); (f) your credit/debit card information; (g) information pertaining to your intended use of the JammText™ Offerings; (h) Twitter® account information (if you wish to utilize your Twitter® account in connection with the JammText™ Offerings); (i) Instagram® account information (if you wish to utilize your Instagram® account in connection with the JammText™ Offerings); and (j) any other information requested by us on the Registration form (collectively, the "Registration Data"). You agree to provide true, accurate, current and complete Registration Data, as necessary, and to maintain your Registration Data in an up to date and accurate fashion. Company will verify and approve all Registrations in accordance with its standard verification procedures. If Company, in its sole discretion, approves your Registration, you can set up your Account by selecting your: (A) user name; and (B) password. You can access your Account at the Site using your user name and password, and change your user name and password at your discretion. You are responsible for maintaining the confidentiality of your Account, user name and password and for restricting access to your personal computer ("PC"), mobile device and/or any other electronic device you may use to access and use the JammText™ Offerings. You agree to accept responsibility for all activities that occur through use of your Account, PC, mobile device, any electronic device, user name and password including, without limitation, any and all purchases made therethrough.

5. Rejection & Termination. Company may reject your Registration and/or terminate your Account at any time and for any reason, in our sole discretion. Such reasons may include, without limitation where Company believes that you are: (a) in any way in breach of the Agreement; and/or (b) at any time, conducting any offensive, illegal or unauthorized commercial activity by and through your Account.

6. Scope/Modification of Agreement. The Agreement constitutes the entire and only agreement between you and Company with respect to the JammText™ Offerings and supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings with respect to the subject matter contained herein. Unless explicitly stated otherwise, any future offer(s) made available to you on the Site that augment(s) or otherwise enhance(s) the current features of the JammText™ Offerings shall be subject to the Agreement. We may amend the Agreement from time to time in our sole discretion, without specific notice to you; provided, however, that any amendment or modification to the: (a) arbitration provisions, prohibition on class action provisions or any other provisions applicable to dispute resolution (collectively, "Dispute Resolution Provisions") shall not apply to any disputes incurred prior to the applicable amendment or modification; and (b) pricing and/or billing provisions ("Billing Provisions") shall not apply to any charges incurred prior to the applicable amendment or modification. The latest Agreement will be posted on the Site, and you should review the Agreement prior to using the JammText™ Offerings. By your continued use of the JammText™ Offerings, you hereby agree to comply with, and be bound by, all of the terms and conditions contained within the Agreement effective at that time (other than with respect to disputes arising prior to the amendment or modification of the Dispute Resolution Provisions, or charges incurred prior to the amendment or modification of the Billing Provisions, which shall be governed by the Dispute Resolution Provisions and/or Billing Provisions then in effect at the time of the subject dispute or incurred charges, as applicable).

7. Description of the JammText™ Offerings. Subject to the terms and conditions of the Agreement, by submitting your Registration on the Site, and receiving approval from Company, you can: (a) obtain, or attempt to obtain, access to the Services; and (b) download, or attempt to download, the Software on your PC; provided, however, that Company is not responsible where the Software does not function properly on the operating system associated with your computer.

Venue Interaction. The Services, when used in conjunction with the Software, will enable each User that possesses the requisite hardware and technology to display certain text, images and other content (collectively, "Screen Content") on a screen at an event venue of that User's choosing (each, a "Venue"). The Screen Content may contain, among other things, one (1) or more calls to action, inviting Venue guests ("Guests") to submit material: (i) via JammText™ Texts to a designated mobile telephone number; (ii) via JammText™ Tweets to a designated hashtag; and/or (iii) via JammText™ Instagram® Posts to a designated hashtag. The User may, after reviewing and approving the applicable Guest-submitted JammText™ Texts, JammText™ Tweets and JammText™ Instagram® Posts (collectively, "Guest Content"), as applicable, utilize the Software and Services to display the applicable Guest Content on the screen, together with the other Screen Content.

Follow-Up Communications. When Screen Content legally requires consent from the Guests that submit Guest Content including, without limitation, the "prior express written consent" of the Guest as defined under the Telephone Consumer Protection Act (47 USC § 227) , and its implementing regulations adopted by the Federal Communications Commission (47 CFR § 64.1200) (the "TCPA"), the User may utilize the Services and Software to send follow up communications (including text messages) to those Guests via the applicable means that such Guests used to submit Guest Content (collectively, "User Communications"). The Software will contain functionality that permits Guests to unsubscribe from further User Communications by texting "STOP" to the number provided. Company makes no representation or warranty that the Guest Content submitted by Guests is submitted in a manner that satisfies any applicable legal requirements for sending subsequent User Communications to those Guests via any means. Users should consult with their own legal counsel before initiating any User Communications. Without limiting the foregoing, each User hereby expressly acknowledges and agrees that Company makes no claim that any Guests that submitted JammText™ Texts have provided "prior express written consent" as required under the TCPA and/or laws governing the National Do-Not-Call Registry , and any applicable rules, regulations or guidelines. As a result, Company does not make any claim, representation or assertion that User, or any third party, may: (I) call any landline or mobile phone numbers contained within any Guest-submitted JammText™ Texts, without first scrubbing against the National Do-Not-Call-Registry; and/or (II) send any text message to any Guest that submitted a Guest-submitted JammText™ Text without first separately obtaining prior express written consent from each such Guest, as required under the TCPA.

Compliance with Applicable Law. By accessing and using the JammText™ Offerings, each User represents and warrants that its use of the Software, Site and Services, its Screen Content, its User Communications, the Guest Content that it uploads and its activities associated with any of the foregoing will be in strict compliance with all applicable Mobile Marketing Association ("MMA") guidelines, guidelines made available by The Wireless Association, originally known as the Cellular Telephone Industries Association ("CTIA"), the terms, conditions and policies of any applicable social media network including, without limitation, Twitter® and Instagram®, as well as all applicable local, state, national, federal and international laws, rules and regulations including, but not limited to, the Gramm-Leach Bliley Act of 1999 (15 U.S.C. §§ 6801 et seq.), the FTC's Safeguards Rule (16 CFR Part 314), the Federal Trade Commission Act, the CAN-SPAM Act of 2003, as amended ("CAN-SPAM"), the TCPA, the Federal Communications Act, the Amended Telemarketing Sale Rule ("ATSR"), 16 CFR 310 et seq., and laws governing the National Do-Not-Call Registry, the Federal Trade Commission ("FTC") Guidelines Concerning the Use of Endorsements and Testimonials, the FTC's Native Advertising: A Guide for Businesses, and all rules and regulations promulgated under any of the foregoing (collectively, "Applicable Law") .

Content. As a User, you agree that you are solely responsible for your Screen Content, any and all User Communications and the Guest Content uploaded by you via the Services (collectively, the "Content"), as well as for any and all subsequent uses of the Guest Content by you. If you post Screen Content or make any use of the Guest Content, you represent and warrant that you have all necessary ownership or other rights in and to the applicable Content enabling you to upload same via the Services and/or Software, make same available at the applicable Venue as intended and make use of in any other manner that you intend to engage in. In connection with the Content, and your performance under the Agreement, you agree not to: (A) upload and/or share any Content that could be considered unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable; (B) upload and/or share any Content that infringes upon the trademark, trade name, service mark, copyright, license or other intellectual property or proprietary right of any third party; (C) upload and share any Content that contains any telephone numbers, street addresses, last names, URLs, e-mail addresses or any confidential information of any third person unless you have prior authorization from such third person; (D) upload and/or share any Content that contains any audio files, text, photographs, videos or other images containing confidential information without prior authorization; (E) express or imply that any statements you make are endorsed by Company, without our specific prior written consent; (F) harvest or collect personal information about Guests or other third parties, without their express consent; (G) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Site, Services, Software or related content; (H) interfere with or disrupt the JammText™ Offerings and/or the servers and/or networks connected to same; (I) post, offer for download, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (J) post, offer for download, transmit, promote or otherwise make available any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. "spamware"), services that send unsolicited advertisements, programs designed to initiate "denial of service" attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet; (k) "frame" or "mirror" any part of the JammText™ Offerings without our prior written authorization; (L) upload and/or share any Content that could be considered exploitative of children in any way, whatsoever; and/or (M) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the JammText™ Offerings. Engaging in any of the aforementioned prohibited practices shall be deemed a breach of the Agreement and may result in the immediate termination of your Account and access to the JammText™ Offerings without notice, in the sole discretion of Company. Company reserves the right to pursue any and all legal remedies against Users that engage in the aforementioned prohibited conduct. Without limiting the foregoing, Company reserves the right to report any Content that could be considered exploitative of children in any way, whatsoever, to the National Center for Missing and Exploited Children's CyberTipline and any and all other applicable legal and regulatory bodies.

Neutral Host. Company operates the JammText™ Offerings as a neutral host. You understand and agree that Company will not be responsible for, and Company undertakes no responsibility to monitor or otherwise police, Content. Each User agrees that Company shall: (I) have no obligations and incur no liabilities to such party in connection with any such Content; and (II) not be liable to any party for any claim in connection with the Content.

8. Description of the Software.

Functionality. For purposes of the Agreement, the term "Software" means all Company software applications, files, associated media, printed materials and/or electronic documentation that may be used in connection with the Software and/or other applications made available at the Site. In connection with downloading the Software, you will be installing a software program on your computer that will enable you to synch and distribute your Screen Content, Guest Content and User Communications as described herein.

Updates/Bug Fixes. Company reserves the right (but is not obligated) to add additional features or functions to the existing Software, and to provide bug fixes, error corrections, patches, new releases or any other component not specified within the Agreement, from time to time. When installed on your computer, the Software periodically communicates with Company servers. Company may require the updating of the Software residing on your computer when Company releases a new version of the Software, or when Company makes new features available. This update may occur automatically or upon prior notice to you and may occur all at once or over multiple sessions, in Company' sole and absolute discretion. You understand that we may require your review and acceptance of our then-current Agreement before you will be permitted to use any subsequent versions of the Software. You acknowledge and agree that Company has no obligation to make any subsequent versions of the Software available to you, or to provide bug fixes, error corrections, patches, new releases or any other component not specified within the Agreement. You agree and acknowledge that any failure to update the Software to a new version of the Software as recommended or required by Company may render the old version of the Software inoperative for which Company undertakes no responsibility and disclaims all liability.

Third Party Software. ANY THIRD PARTY SOFTWARE, AS WELL AS ANY THIRD PARTY PROVIDED PLUG-INS, THAT MAY BE PROVIDED WITH THE SOFTWARE ARE MADE AVAILABLE FOR USE AT YOUR OPTION AND AT YOUR OWN RISK. IF YOU CHOOSE TO USE SUCH THIRD PARTY SOFTWARE, THEN SUCH USE SHALL BE GOVERNED BY SUCH THIRD PARTY'S LICENSING AGREEMENT(S), TERMS AND CONDITIONS AND PRIVACY PRACTICES. COMPANY IS NOT RESPONSIBLE FOR ANY THIRD PARTY SOFTWARE AND SHALL HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF, OR INABILITY TO USE, THIRD PARTY SOFTWARE.

Install/Uninstall. The Software requires your consent prior to installation. Company does not believe that users should be deceived into downloading or installing the Software. The Software can be completely uninstalled in a straightforward manner and without requiring undue effort or skill, in most cases by using the traditional "add/remove" programs function on your computer. Please be advised that in some instances, you may be required to restart your PC before all remnants of the Software are completely uninstalled and removed from your computer. For more detailed instructions on how to uninstall the Software, please review the uninstall instructions available on the Site.

If you experience any problems installing and/or uninstalling the Software, please create a trouble ticket on the Site for support.

THE SOFTWARE IS NOT SPYWARE. THE SOFTWARE WILL NOT MONITOR HOW YOU USE YOUR PC.

Software License Grant. Subject to the terms and conditions contained in the Agreement, upon becoming a User, Company grants to you a non-exclusive, non-transferable and non-assignable license, for your own personal, end-use purposes only, to install and use the Software on any PC owned or leased by you.

Term of Software License. The license set forth above shall be in effect from the time you install the Software and shall remain in effect for so long as your Account remains in good standing, unless this license is otherwise terminated. This license will terminate upon the conditions set forth in the Agreement, upon termination of your Account for any reason or if you fail to comply with any term or condition of the Agreement. Company may terminate the Agreement for any reason with or without notice to you. You agree upon expiration or termination of the Agreement to immediately un-install the Software and destroy all copies of the Software in your possession and/or under your control.

License Restrictions. THE SOFTWARE IS LICENSED TO YOU, NOT SOLD. YOU MAY NOT SUBLICENSE, ASSIGN, RESELL, SHARE, PLEDGE, RENT OR TRANSFER ANY OF YOUR RIGHTS UNDER THE AGREEMENT IN RELATION TO THE SOFTWARE OR ANY PORTION THEREOF. EXCEPT AS EXPRESSLY PERMITTED BY COPYRIGHT LAWS, NO COPYING, REDISTRIBUTION, DISPLAYING, PERFORMING, REPRODUCING, LICENSING, TRANSFERRING OR PUBLICATION OF THE SOFTWARE IS PERMITTED WITHOUT THE EXPRESS PERMISSION OF COMPANY, WHICH CONSENT SHALL BE AT COMPANY'S SOLE AND ABSOLUTE DISCRETION. ANY SUCH COPY THAT IS MADE IS SUBJECT TO THE PROVISIONS OF THE AGREEMENT, AND ALL TITLES, TRADEMARKS, COPYRIGHT NOTICES AND OTHER LEGENDS SHALL BE REPRODUCED ON SUCH COPY. YOU MAY NOT MODIFY, TRANSLATE, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR CREATE DERIVATIVE WORKS OF THE SOFTWARE OR OTHERWISE ATTEMPT TO: (A) DEFEAT, AVOID, BY-PASS, REMOVE, DEACTIVATE OR OTHERWISE CIRCUMVENT ANY PROTECTION MECHANISMS ASSOCIATED WITH THE SOFTWARE INCLUDING, WITHOUT LIMITATION, ANY SUCH MECHANISM USED TO RESTRICT OR CONTROL THE FUNCTIONALITY OF THE SOFTWARE; OR (B) DERIVE THE SOURCE CODE OR THE UNDERLYING IDEAS, ALGORITHMS, STRUCTURE OR ORGANIZATION FORM OF THE SOFTWARE.

9. Deletion and Modification. We reserve the right in our sole discretion to modify and/or delete any Content, documents, information or other material appearing on the Site or made available by and through the Services and/or Software.

10. General License Grant. As a user of the Site, you are granted a non-exclusive, non-transferable, revocable and limited license to access and use the Site and associated content in accordance with the Agreement. Company may terminate this license at any time for any reason. As a User, you are granted a non-exclusive, non-transferable, revocable and limited license to access and use the JammText™ Offerings and associated content in accordance with the Agreement. Company may terminate this license at any time for any reason. No part of the JammText™ Offerings or associated content may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. Systematic retrieval of content or other material from the JammText™ Offerings by automated means or any other form of scraping or data extraction in order to create or compile, directly or indirectly, a collection, compilation, database or directory without prior written permission from Company is prohibited. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the JammText™ Offerings or any portion thereof. Company reserves any rights not explicitly granted in the Agreement. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the JammText™ Offerings. You may not take any action that imposes an unreasonable or disproportionately large load, as determined by Company in its sole discretion, on Company infrastructure. Your right to use the JammText™ Offerings and associated content is not transferable.

11. Proprietary Rights. The content, organization, graphics, design, compilation, magnetic translation , digital conversion, software, services and other matters related to the JammText™ Offerings, are protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) rights. The copying, redistribution or publication by you of any part of the JammText™ Offerings is strictly prohibited. You do not acquire ownership rights to any content, document, software, services or other materials viewed at or through the JammText™ Offerings. The posting of information or material at the Site, or by and through the Software and/or Services, does not constitute a waiver of any right in or to such information and/or materials.

12. Export/Usage Restrictions. You agree that the Software may not be transferred or exported into any other country, or used in any manner prohibited by U.S. or other applicable export laws and regulations. You agree to comply with all other applicable laws and regulations in connection with your use of the JammText™ Offerings. The JammText™ Offerings are subject to, and you agree that you shall at all times comply with, all local, state, national, and international laws, statutes, rules, regulations, ordinances and the like applicable to use of the JammText™ Offerings. You agree not to use the JammText™ Offerings: (a) for any commercial purposes not expressly authorized herein; or (b) to conduct any business or activity, or solicit the performance of any activity, which is prohibited by law or any contractual provision by which you are bound. The Software is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. All U.S. Government Users acquire the Software with only those rights set forth therein.

13. Representations and Warranties. User hereby represents and warrants to Company that: (a) the Agreement constitutes User's legal, valid and binding obligation which is fully enforceable against User in accordance with its terms; (b) the execution, delivery and performance by User of the Agreement, User's use of the JammText™ Offerings, as well as the Content and any use thereof (including User Communications), will not conflict with or violate: (i) any Applicable Law; (ii) any order, judgment or decree applicable to User; or (iii) any agreement or other instrument applicable to User; (c) User's performance under the Agreement, User's Content and any use thereof (including User Communications), will not: (i) invade the right of privacy or publicity of any third party; (ii) involve any libelous, obscene, indecent or otherwise unlawful material; (iii) violate any applicable law, rule, Federal Trade Commission implementing regulation and/or court order; and/or (iv) otherwise violate the prohibitions contained in Section 9 above; and (d) User will be solely responsible for User's Content and any use thereof (including User Communications).

14. Use of Registration Data and User Data. All materials that you submit through or in association with the JammText™ Offerings including, without limitation, the Registration Data and data generated by your use of the JammText™ Offerings (the "User Data"), shall be subject to the Company's Privacy Policy. For a copy of the current Privacy Policy, which is subject to change in Company's sole discretion, please visit: www.mixcityinc.com. You hereby agree and acknowledge that the User Data in aggregate shall be owned in its entirety by Company, which shall be free to review, analyze and exploit the User Data in its sole discretion. For clarity, the User Data shall not include any information identifiable to any individual user of the JammText™ Offerings.

15. Indemnification. You agree to indemnify and hold Company, its parents, subsidiaries and affiliates, and each of their respective members, officers, directors, shareholders, employees, agents, co-branders and/or other partners, harmless from and against any and all claims, expenses (including reasonable attorneys' fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third party due to or arising out of: (a) your use of the Site, Software and/or Services; (b) your breach of the Agreement; (c) your Content and any use thereof (including User Communications); (d) any dispute between you and any Venue, Guest or other third party; (e) any disputes between Guests, or a Guest and the Venue; and/or (f) your violation of any rights of another individual and/or entity. The provisions of this Section 15 are for the benefit of Company, its parent, subsidiaries and corporate affiliates, and each of their respective members, officers, directors, employees, agents, shareholders, licensors and/or suppliers. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.

16. Disclaimer of Warranties. THE JAMMTEXT™ OFFERINGS, AS WELL AS ANY OTHER PRODUCT AND/OR SERVICE MADE AVAILABLE BY COMPANY, ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, COMPANY MAKES NO WARRANTY THAT: (A) THE JAMMTEXT™ OFFERINGS, AS WELL AS ANY OTHER PRODUCT AND/OR SERVICE MADE AVAILABLE BY COMPANY, WILL MEET YOUR REQUIREMENTS; (B) THE JAMMTEXT™ OFFERINGS, AS WELL AS ANY OTHER PRODUCT AND/OR SERVICE MADE AVAILABLE BY COMPANY WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) THE JAMMTEXT™ OFFERINGS WILL BE SECURE FROM ALL INSTANCES OF THEFT; OR (D) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE JAMMTEXT™ OFFERINGS, AS WELL AS ANY OTHER PRODUCT AND/OR SERVICE MADE AVAILABLE BY COMPANY, WILL BE ACCURATE OR RELIABLE. THE JAMMTEXT™ OFFERINGS, AS WELL AS ANY OTHER PRODUCT AND/OR SERVICE MADE AVAILABLE BY COMPANY, MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. COMPANY DOES NOT WARRANT OR GUARANTEE THAT TECH SUPPORT WILL BE AVAILABLE TO YOU. WE WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET AND/OR MOBILE CONNECTION ASSOCIATED WITH THE JAMMTEXT™ OFFERINGS, OR THE HARDWARE AND/OR SOFTWARE NECESSARY TO ACCESS AND USE THE JAMMTEXT™ OFFERINGS. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY, OR THROUGH THE JAMMTEXT™ OFFERINGS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

17. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT COMPANY SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, REGULATION, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TO USE THE JAMMTEXT™ OFFERINGS, AS WELL AS ANY OTHER PRODUCT AND/OR SERVICE MADE AVAILABLE BY COMPANY; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION AND/OR SERVICES PURCHASED OR OBTAINED FROM THE SITE, OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE JAMMTEXT™ OFFERINGS; (C) THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR REGISTRATION DATA AND/OR CONTENT; (D) THE INABILITY TO QUALIFY FOR ACCESS TO THE JAMMTEXT™ OFFERINGS; (E) YOUR CONTENT AND/OR USER COMMUNICATIONS; (F) THE LOSS OF ANY DATA; AND (G) ANY OTHER MATTER RELATING TO THE JAMMTEXT™ OFFERINGS, AS WELL AS ANY OTHER PRODUCT AND/OR SERVICE MADE AVAILABLE BY COMPANY. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY AND MISREPRESENTATIONS. YOU HEREBY RELEASE COMPANY FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THE LIMITATION STATED HEREUNDER. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION, THE MAXIMUM LIABILITY OF COMPANY TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY. THE JAMMTEXT™ OFFERINGS WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.

18. Third Party Websites. The JammText™ Offerings may provide links to other Internet websites and/or resources including, without limitation, the Twitter® and Instagram® websites. Because Company has no control over such third party websites and/or resources, you hereby acknowledge and agree that Company is not responsible for the availability or contents of such third party websites and/or associated resources. Furthermore, Company does not endorse, and is not responsible or liable for, any terms and conditions, privacy policies, content, advertising, services, products and/or such third party websites or resources, or for any damages and/or losses arising therefrom.

19. Legal Warning. Any attempt by any individual or entity to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the JammText™ Offerings, is a violation of criminal and civil law and Company will diligently pursue any and all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity.

20. Dispute Resolution Provisions . The Agreement shall be treated as though it were executed and performed in New York, New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). Should a dispute arise concerning the JammText™ Offerings, the terms and conditions of the Agreement or the breach of same by any party hereto, you may commence a formal dispute proceeding by completing and submitting an Initial Dispute Notice to us which can be found at https://www.mixcityinc.com/dispute. We may choose to provide you with a final written settlement offer after receiving your Initial Dispute Notice ("Final Settlement Offer"). If we provide you with a Final Settlement Offer and you do not accept it, or we cannot otherwise satisfactorily resolve your dispute, you can submit your dispute for resolution by final and binding arbitration before the American Arbitration Association in New York, NY, by filing a separate Demand for Arbitration, which is also available on the Site at http://www.mixcityinc.com/dispute. For claims of Ten Thousand Dollars ($10,000.00) or less, you can choose whether the arbitration proceeds in person, by telephone or based only on submissions. Each party shall be responsible for bearing their owns costs associated with the arbitration; provided that the administrative costs of the arbitration, including the fees of the arbitrator, initially shall be split equally between the parties. Notwithstanding the foregoing, the arbitrator, in his or her sole discretion may allocate the costs of the arbitration in favor of any prevailing party. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Nothing contained herein shall be construed to preclude any party from: (a) seeking injunctive relief in order to protect its rights pending an outcome in arbitration; and/or (b) pursuing the matter in small claims court rather than arbitration.

To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against Company and/or its employees, officers, directors, members, representatives and/or assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney's fees and court costs that Company incurs in seeking such relief. This provision preventing you from bringing, joining or participating in class action lawsuits: (i) does not constitute a waiver of any of your rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (ii) is an independent agreement.

21. Miscellaneous. Should any part of the Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. The Agreement is personal between you and Company and governs your use of the JammText™ Offerings. To the extent that anything in or associated with the JammText™ Offerings is in conflict or inconsistent with this EULA, this EULA shall take precedence. Our failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. The parties do not intend that any agency or partnership relationship be created through operation of the Agreement. Company may assign its rights and obligations under the Agreement, in whole or in part, to any party at any time without any notice to you. The Agreement, may not however, be assigned by you, and you may not delegate your duties under it. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section

22. Contact Us. If you have any questions about the Agreement or about the practices of the Company, please feel free to email us at: info@mixcityinc.com.

23. Electronic Signatures. You acknowledge and agree that by clicking on the submit button, or taking such other action as may be designated by Company as a means of accepting the Agreement, you are submitting a legally binding electronic signature and entering into a legally binding contract. You acknowledge that your electronic submission constitutes your agreement and intent to be bound by the Agreement. Pursuant to any and all applicable statutes, regulations, rules, ordinances or other laws including, without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE JAMMTEXT™ OFFERINGS. Further, you hereby waive any right or requirement under any statutes, regulations, rules, ordinances or other law in any jurisdiction which requires: (a) an original signature; (b) delivery or retention of non-electronic records; and/or (c) payments, or the granting of credits, by other than electronic means.


MIXCITY INC.

KUEIT MOBILE TERMS OF SERVICE

IMPORTANT – READ CAREFULLY. THESE TERMS OF SERVICE (“TOS”) ARE A LEGAL AGREEMENT BETWEEN YOU AND MIXCITY INC. AND ITS AFFILIATES (COLLECTIVELY, “MIXCITY”) FOR THE KUEIT MOBILE APPLICATION, ANY UPDATES AND ANY RELEVANT SOFTWARE OR DOCUMENTATION INCLUDED THEREWITH (COLLECTIVELY, THE “SERVICE”) PROVIDED BY MIXCITY OR ITS THIRD PARTY SUPPLIERS OR LICENSORS. BY AGREEING TO THESE TOS OR BY INSTALLING OR OTHERWISE USING THE SERVICE, YOU AGREE TO BE BOUND BY THESE TOS. THEY CONTAIN IMPORTANT TERMS, CONDITIONS AND INFORMATION REGARDING THE USE OF THE SERVICE AND YOUR LEGAL RIGHTS INCLUDING MANDATORY ARBITRATION, NO CLASS RELIEF AND WAIVER OF YOUR RIGHT TO A JURY TRIAL. IF YOU DO NOT AGREE TO THESE TOS, THEN DO NOT INSTALL OR USE THE SERVICE.

The Service that you are about to access was developed by MIXCITY to help DJs run their sound effects, audio drops, jingles and music on their mobile device.

1. GRANT OF LICENSE: Subject to the terms of these TOS, you are granted a limited, non-exclusive, and revocable license to install, access and use the SERVICE. The services and features provided by the SERVICE or Update (defined below) thereto may vary or be limited depending on certain factors, including, without limitation, your country, device, operating system, or network operator. If you are 13 or older but under the age of 18, you represent that you have reviewed these TOS with your parent or legal guardian and that you and your parent or guardian understands and consents to the terms and conditions of these TOS.

If you are a parent or guardian permitting a person under the age of 18 ("Minor") to use the SERVICE, you agree to: (i) supervise the Minor's use of the SERVICE; (ii) assume all risks associated with the Minor’s use of the SERVICE, (iii) assume any liability resulting from the Minor’s use of the SERVICE; (iv) ensure the accuracy and truthfulness of all information submitted by the Minor; and (v) assume responsibility and are bound by this Agreement for the Minor’s access and use of the SERVICE.

2. RESERVATION OF RIGHTS AND OWNERSHIP: This SERVICE includes software and data provided by third parties. You acknowledge that the SERVICE is proprietary to MIXCITY and its licensors, and protected under applicable copyright and other intellectual property laws and treaties. These TOS and your use of the SERVICE do not grant you any ownership interest in or to the SERVICE, and you are granted only a limited use license that is revocable in accordance with the terms of these TOS. You may not use the SERVICE to reproduce copyrighted materials, or materials you do not have the right or legal approval for reproduction.

3. RESTRICTIONS: You may not (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or algorithms of the SERVICE; (ii) modify or disable any features of the SERVICE; (iii) create derivative works based on the SERVICE; (iv) rent, lease, lend, sublicense or provide commercial hosting services with the SERVICE; (v) infringe our intellectual property rights or those of any third party in relation to your use of the SERVICE (to the extent that such use is not licensed by this Agreement); (vi) use the SERVICE in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these TOS, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the SERVICE or any operating system; (vii) use the SERVICE in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and (viii) collect or harvest any information or data from the SERVICE or our systems or attempt to decipher any transmissions to or from the servers running the SERVICE.

4. UPDATE, CHANGE OR SUSPENSION OF THE SERVICE: MIXCITY may, at any time, provide or make available updates or upgrades to the SERVICE (“Updates”), including without limitation bug fixes, service enhancements, new features, deletion of existing functions, or modification of the SERVICE. Updates will be governed by these TOS unless separate terms and conditions are provided with such Updates, in which case that separate terms and conditions shall govern the Updates. Updates for security software or critical bug fixes or other important Updates may be automatically downloaded and installed given the importance of receiving such Updates in a timely manner. MIXCITY expressly reserves the right to change, suspend, remove, limit the use of or disable the access to the SERVICE or any portion thereof at any time without notice or liability.

5. THIRD PARTY SERVICES AND CONTENT: Third party services and/or contents, including without limitation advertisements, may also be available to you through the SERVICE. MIXCITY disclaims any warranty or representation to any third party services or content in any aspects including, but not limited to, quality, accuracy, effectiveness, lack of viruses, non-infringement of third party rights and compliance of any applicable laws or regulations. The use of third party services and contents may be governed by such third party provider’s terms of use, license agreement, privacy policy, or other such agreement. Certain portions of the SERVICE may be subject to open source licenses, in which the terms of such open source licenses may precede the terms of these TOS with respect to that portion of the SERVICE.

6. DATA ACCESS: Some features of the SERVICE may require your mobile device to have access to the internet and may be subject to restrictions imposed by your network or internet provider. The SERVICE may require access through your mobile network, which may result in additional charges depending on your payment plan. In addition, your enjoyment of some features of the SERVICE may be affected by the suitability and performance of your device hardware or data access.

7. PURCHASES: This SERVICE offers certain enhanced features in the application which you can purchase as a monthly or yearly subscription (“Subscription”). A description of features associated with any Subscription is available via the SERVICE. Payments will be processed through the Google Play or App Store from which you originally downloaded the application. All amounts are payable and charged for monthly or yearly, as applicable, for each Subscription, at the beginning of the Subscription. Each such Subscription renews automatically for an additional period equal in length to the expiring Subscription until you cancel it. You must cancel your monthly or yearly Subscription before it renews to avoid the billing of the fees for the next Subscription period. You can cancel the renewal of your Subscription in your Google Play or App Store account. You will not receive a refund for the fees you already paid for your current Subscription period and you will continue to receive the Services ordered until the end of your current Subscription period.

8. COMPLIANCE WITH LAW: You acknowledge and agree to comply with any and all applicable laws and regulations in using the SERVICE including without limitation, all applicable export restriction laws and regulations.

9. TERMINATION: These TOS are effective until terminated. You can terminate these TOS by ceasing your use of the SERVICE, and uninstalling, deleting and returning all related software, documentation and other materials provided by MIXCITY, including backup copies thereof. Should you not comply with these TOS, your rights based on these TOS will be automatically terminated without notice from MIXCITY. Upon termination of these TOS, you must immediately cease all use of the SERVICE. For the purpose of clarity, MIXCITY may terminate these TOS and the SERVICE with notice to you (e.g., service website, pop-up through application, email or etc.).

10. DISCLAIMER OF WARRANTY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND FROM MIXCITY, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MIXCITY DISCLAIMS ALL WARRANTIES EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR WORKMANLIKE EFFORT, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY OR AVAILABILITY, ACCURACY, LACK OF VIRUSES, QUIET ENJOYMENT, NON INFRINGEMENT OF THIRD PARTY RIGHTS OR OTHER VIOLATION OF RIGHTS. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MIXCITY OR ITS AFFILIATES SHALL BE DEEMED TO ALTER THIS DISCLAIMER BY MIXCITY OF WARRANTY REGARDING THE SERVICE, OR TO CREATE ANY WARRANTY OF ANY SORT FROM MIXCITY. IN ADDITION, MIXCITY AND ITS AFFILIATES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THIRD PARTY SERVICES, ADVERTISEMENTS, CONTENT, OR ANY OTHER PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE SERVICE.

11. LIMITATION OF LIABILITY: MIXCITY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OR THE INABILITY TO USE THE SERVICE, ITS CONTENT OR FUNCTIONALITY, INCLUDING, BUT NOT LIMITED TO, DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FAILURE TO CONNECT, NETWORK CHARGES, AND ALL OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES EVEN IF MIXCITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

NOTWITHSTANDING THE FOREGOING, MIXCITY’S TOTAL LIABILITY TO YOU FOR ALL LOSSES, DAMAGES, CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO THOSE BASED ON CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF YOUR USE OF THE SERVICE, OR ANY OTHER PROVISION OF THESE TOS, SHALL NOT EXCEED THE AMOUNT YOU PAID MIXCITY SPECIFICALLY FOR THIS SERVICE. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THESE TOS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

12. INDEMNIFICATION: You agree to indemnify, defend, and hold harmless MIXCITY, its contractors, employees, and agents from any claims, losses, damages, liabilities (including legal fees and expenses) arising out of your use of the SERVICE, your violation of the rights of any third party, or any breach of these TOS.

13. APPLICABLE LAW: These TOS are governed by the laws of the State of New York, excluding its conflict of law provisions. These TOS shall not be governed by the UN Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

14. DISPUTE RESOLUTION: If a dispute, controversy or difference arising in any way from these TOS or your use of the SERVICE is not amicably settled, then you agree to BINDING ARBITRATION OF ANY DISPUTES WITH MIXCITY and to WAIVE ANY RIGHTS TO A JURY TRIAL AND/OR CLASS ACTIONS. Notwithstanding the foregoing, MIXCITY may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any court of competent jurisdiction.

15. DATA PRIVACY: You acknowledge and agree that MIXCITY may collect, use, and share information from and about you, including but not limited to technical information about the device, system and application software you use to access the SERVICE and information generated from use of the SERVICE. This information is used as described in MIXCITY’s Privacy Policy, including to facilitate the provision of SERVICE updates, product support related to the SERVICE and to improve the SERVICE and services offered to You. Please refer to the Privacy Policy located at https://mixcityinc.com/kueit-mobile/privacy-policy.html, which is incorporated into this TOS by this reference, for the applicable terms regarding collection and use of your information and data in connection with the SERVICE.

16. TECH SUPPORT. Notwithstanding your purchase of the SERVICE in any available language, you understand and agree that tech support may only be offered in the English language and that MIXCITY is not obligated to offer tech support in any language other than English. Furthermore, MIXCITY may cease to offer tech support at any time within MIXCITY's sole discretion and without prior notice.

17. ENTIRE AGREEMENT: These TOS are the entire agreement between you and MIXCITY relating to the SERVICE and supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the SERVICE or any other subject matter covered by these TOS. If any provision of these TOS is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.


MIXCITY INC.

KUEIT SOFTWARE END-USER LICENSE AGREEMENT

IMPORTANT! The Mixcity Inc. software entitled KueIt (the "Software") you seek to download from the www.MixCityInc.com website is licensed only on the condition that you agree to the terms and conditions set forth below. PLEASE READ THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT CAREFULLY.

IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MUST CLICK THE CHECK BOX LABELED "I ACCEPT" ON THE PURCHASE PAGE OF THIS WEBSITE. ONLY AFTER AGREEING TO THE TERMS AND CONDITIONS, WILL YOU BE ALLOWED TO CONTINUE WITH YOUR PURCHASE.

IF YOU DO NOT CLICK ON THE CHECK BOX LABELED "I ACCEPT" THEN YOU ARE STATING THAT YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT AND THEREFORE WILL NOT BE ALLOWED TO CONTINUE.

The Software that you are about to access was developed by Mixcity, Inc. , a New York corporation ("Vendor") to help DJs run their sound effects, audio drops, jingles and music on their PC. This End-User License Agreement (this "Agreement") sets forth the terms under which you, as an individual or entity authorized by Vendor (or, for entities, any employee you authorize to use the Software) ("you"), may use the Software.

Access to and use of the Software is by permission of Vendor only, and only for applicants who accept this Agreement. Vendor may grant or withhold approval in its sole discretion. If Vendor approves you for use of the Software, Vendor will issue a product key (the "Product Key") that will authorize your access to the Software for the term of this Agreement.

Based on the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and Vendor agree as follows:

1. NATURE OF AGREEMENT. This Agreement is a legal contract made between you and Vendor. This Agreement contains the terms and conditions that you must comply with if you wish to access and use the Software.

2. LICENSE GRANT. Vendor hereby grants to you a nonexclusive, non-assignable, non-sublicenseable license, for your use only, for the term of this Agreement, to access and use the Software and any user's guides, specifications, and other related documentation available online (the "Documentation"), subject to the terms and conditions of this Agreement. The licenses granted herein are conditioned upon payment in full for the Software in advance of your download or receipt of the Software.

3. OWNERSHIP OF SOFTWARE. Vendor retains all rights to the Software and the Documentation not specifically granted in this Agreement. Vendor owns the Software and the Documentation and all copyright and other intellectual property rights therein, and this Agreement does not transfer to you any title to or any proprietary or intellectual property rights in or to the Software, any updates or derivative works thereto, or the Documentation, or any copyrights, patent rights, or trademarks embodied or used in connection therewith, except for the rights expressly granted in this Agreement. The Software and the Documentation are protected by United States laws and international treaty provisions.

YOU MAY NOT USE, COPY, OR MODIFY THE SOFTWARE, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

4. RESTRICTIONS. To the maximum extent permitted by law, you shall not (a) modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software; (b) rent, lease, loan, sell, sublicense, distribute, transmit, or otherwise transfer the Software access to any third party; (c) make any copy of or otherwise reproduce the Software (or any of the browser screens comprising the Software user interface) except for those copies necessarily made by the personal computer running the Software and one copy of the Software for genuine back-up purposes; or (4) use the Software to provide service bureau or time-sharing services.

You agree to take all reasonable steps to safeguard your User ID and Password for the Software so as to ensure that no unauthorized person will have access to it, and that no persons authorized to have access will make any unauthorized use. You shall promptly report to Vendor any unauthorized use of the Software of which you become aware and shall take such further steps as may reasonably be requested by Vendor to prevent unauthorized use thereof.

5. YOUR OBLIGATIONS. You shall be solely responsible for the following: (a) providing all hardware, software, and communications capabilities required for use of the Software (i.e. a fully functional computer with keyboard, monitor, mouse, sound card and Internet connection), including, without limitation, (i) for personal computer users, Windows 8 Full Version, Windows 8.1, or Windows 10 operating system, 2.0 GHz processor or higher that contains at least 8 GB of RAM, 1 GB of available hard disk space, and Internet access; or (ii) for Macintosh users, macOS (Yosemite, El Capitan, Sierra, High Sierra, Mojave, Catalina or Big Sur) operating system, 2.0 GHz processor or higher that contains at least 4 GB of RAM, 1 GB of available hard disk space, and Internet access; (b) generating, providing, and loading your data into the Software; and (c) providing and maintaining the Internet access necessary for your activation of the Software. You hereby agree and acknowledge that the Software requires a minimum of 1 GB of free hard drive space to function correctly; and that the amount of audio files stored within your computer is limited to the amount of available hard drive space within your computer and entirely under your control.

You understand and agree that you must access the Internet one time to activate the Software. During the activation process, you agree to provide Vendor with your legal name and a valid email address and hereby authorize Vendor to obtain computer configuration data and information only via data transfer from your computer to Vendor's servers. You also understand and agree that this Agreement allows you to activate the Software on one (1) computer only, and the activation of multiple computers will require the purchase of multiple Product Keys -- one (1) Product Key per computer. It is also understood that hardware configuration changes to your computer may cause the Software to stop functioning. Therefore, you must take the proper steps to ensure that this does not happen. Vendor shall not be liable for your failure to follow the proper procedures set forth in this Agreement.

6. TERM AND TERMINATION. The license granted in this Agreement is effective until terminated. The term of this Agreement and the license grant herein shall commence on the date you agree to this Agreement and download the Software. You may terminate the license and this Agreement at any time on 30 days' prior written notice to Vendor. Vendor may terminate the license and this Agreement at any time on written notice to you that you or your agent has failed to pay any amount due to Vendor under this Agreement. This license shall also terminate automatically on your failure to comply with any of the other terms of this Agreement. On termination of this Agreement, you agree to promptly destroy all printed copies and delete all electronic copies of any documentation that you have downloaded, printed, or created relating to the Software, and to ensure that no copies of any of the Software screens, data, or other content remain archived or otherwise stored on your computers. Notwithstanding termination, the provisions of Sections 3, 6, 7, 8, 9, and 10 of this Agreement shall survive and continue to apply.

7. CONFIDENTIALITY. You agree that you shall not disclose to any third party the Software or any portion thereof, any technical, product, or business information, or any information that Vendor identifies as confidential (collectively, "Confidential Information") related to the Software without the prior written consent of Vendor. You shall maintain the confidentiality of all Confidential Information and shall not use it for any purpose other than the performance of this Agreement.

Notwithstanding the foregoing, Confidential Information does not include information that you can demonstrate was (a) publicly available at the time of disclosure, or later became publicly available through no act or omission by you; (b) in your possession before disclosure by Vendor; or (c) disclosed to you by a third party not in violation of any obligations of confidentiality to Vendor or to any third party.

8. LIMITATION OF LIABILITY. You are not entitled to receive damages from Vendor in excess of your purchase price for any cause relating to this Agreement, to your use of the Software, to any services provided by Vendor under this Agreement, or to any services provided by any third party in connection with your use of the Software. In addition, in no event shall you be entitled to obtain any injunctive relief or otherwise enjoin, restrain, or otherwise interfere with Vendor or with the distribution, operation, development, or performance of the Software or any related products.

IN NO EVENT SHALL VENDOR BE LIABLE TO YOU FOR ANY DAMAGES IN EXCESS OF YOUR PURCHASE PRICE ARISING OUT OF YOUR USE OF, OR INABILITY TO USE, THE SOFTWARE. IN NO EVENT SHALL VENDOR BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. AS SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9. LIMITED WARRANTY AND DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENDOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR THE COURSE OF DEALING BETWEEN THE PARTIES. VENDOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

10. GOVERNING LAW. This Agreement shall in all respects be governed by and be construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions.

11. FORCE MAJEURE. If the performance of Vendor under this Agreement is prevented, hindered, or otherwise made impractical by reason of flood, strike, war, acts of government, or any other casualty or cause beyond the control of Vendor, then Vendor shall be excused from its performance to the extent and so long as it is prevented, hindered, or delayed by such event(s).

12. SEVERABILITY. If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement.

13. NO ASSIGNMENT OR SUBLICENSE. You may not assign or sublicense this Agreement or any of the rights granted by Vendor hereunder, in whole or in part, without the prior written consent of Vendor, in its sole discretion, and any attempt to do so shall be void. This Agreement is binding on and shall inure to the benefit of the parties and their respective successors and permitted assigns.

14. EXPORT CONTROL. You agree to obey and comply with any and all applicable United States laws, rules, and regulations governing the export of software.

15. TECH SUPPORT. Notwithstanding your purchase of the Software in any available language, you understand and agree that tech support may only be offered in the English language and that Vendor is not obligated to offer tech support in any language other than English. Furthermore, Vendor may cease to offer tech support at any time within Vendor's sole discretion and without prior notice.

16. SOFTWARE TRANSFER TO ANOTHER COMPUTER. You may transfer the Software to another computer provided two (2) months has elapsed since activating on the first computer. Vendor provides no guarantees that the Software will function on the computer that the Software was transferred to.

17. ACKNOWLEDGEMENT AND EXCLUSIVITY. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND VENDOR, AND THAT IT SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT, OR UNDERSTANDING, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND VENDOR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THIS AGREEMENT MAY NOT BE CHANGED, ALTERED, OR MODIFIED EXCEPT BY A WRITING SIGNED BY THE PARTIES.


MIXCITY INC.

DMXENHANCER SOFTWARE END-USER LICENSE AGREEMENT

IMPORTANT! The Mixcity Inc. software entitled DMXenhancer (the “Software”) is licensed only on the condition that you agree to the terms and conditions set forth below. PLEASE READ THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT CAREFULLY.

The Software that you are about to access was developed by Mixcity, Inc. , a New York corporation (“Vendor”) to help users enhance their light show experience by using this software in conjunction with other DMX lighting software that supports MIDI. This End-User License Agreement (this “Agreement”) sets forth the terms under which you, as an individual or entity authorized by Vendor (or, for entities, any employee you authorize to use the Software) (“you”), may use the Software.

Access to and use of the Software is by permission of Vendor only, and only for applicants who accept this Agreement. Vendor may grant or withhold approval in its sole discretion.

Based on the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and Vendor agree as follows:

1. NATURE OF AGREEMENT. This Agreement is a legal contract made between you and Vendor. This Agreement contains the terms and conditions that you must comply with if you wish to access and use the Software.

2. LICENSE GRANT. Vendor hereby grants to you a nonexclusive, non-assignable, non-sublicenseable license, for your use only, for the term of this Agreement, to access and use the Software and any user’s guides, specifications, and other related documentation available online (the “Documentation”), subject to the terms and conditions of this Agreement. The licenses granted herein are conditioned upon payment in full for the Software in advance of your download or receipt of the Software.

3. OWNERSHIP OF SOFTWARE. Vendor retains all rights to the Software and the Documentation not specifically granted in this Agreement. Vendor owns the Software and the Documentation and all copyright and other intellectual property rights therein, and this Agreement does not transfer to you any title to or any proprietary or intellectual property rights in or to the Software, any updates or derivative works thereto, or the Documentation, or any copyrights, patent rights, or trademarks embodied or used in connection therewith, except for the rights expressly granted in this Agreement. The Software and the Documentation are protected by United States laws and international treaty provisions.

YOU MAY NOT USE, COPY, OR MODIFY THE SOFTWARE, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

4. RESTRICTIONS. To the maximum extent permitted by law, you shall not (a) modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software; (b) rent, lease, loan, sell, sublicense, distribute, transmit, or otherwise transfer the Software access to any third party; (c) make any copy of or otherwise reproduce the Software (or any of the browser screens comprising the Software user interface) except for those copies necessarily made by the personal computer running the Software and one copy of the Software for genuine back-up purposes; or (4) use the Software to provide service bureau or time-sharing services.

You agree to take all reasonable steps to safeguard any User ID and Password for the Software so as to ensure that no unauthorized person will have access to it, and that no persons authorized to have access will make any unauthorized use. You shall promptly report to Vendor any unauthorized use of the Software of which you become aware and shall take such further steps as may reasonably be requested by Vendor to prevent unauthorized use thereof.

5. YOUR OBLIGATIONS. You shall be solely responsible for the following: (a) providing all hardware, software, and communications capabilities required for use of the Software (i.e. a fully functional computer with keyboard, monitor, mouse, sound card and Internet connection) and (b) generating, providing, and loading your data into the Software.

You agree to provide Vendor with your legal name and a valid email address and hereby authorize Vendor to obtain information via data transfer from your computer to Vendor’s servers, potentially including but not limited to computer Internet Protocol address, operating system, and other configuration data and information. Vendor shall not be liable for your failure to follow the proper procedures set forth in this Agreement.

6. TERM AND TERMINATION. The license granted in this Agreement is effective until terminated. The term of this Agreement and the license grant herein shall commence on the date you agree to this Agreement and download the Software. You may terminate the license and this Agreement at any time on 30 days’ prior written notice to Vendor. Vendor may terminate the license and this Agreement at any time on written notice to you that you or your agent has failed to pay any amount due to Vendor under this Agreement. This license shall also terminate automatically on your failure to comply with any of the other terms of this Agreement. On termination of this Agreement, you agree to promptly destroy all printed copies and delete all electronic copies of any documentation that you have downloaded, printed, or created relating to the Software, and to ensure that no copies of any of the Software screens, data, or other content remain archived or otherwise stored on your computers. Notwithstanding termination, the provisions of Sections 3, 6, 7, 8, 9, and 10 of this Agreement shall survive and continue to apply.

7. CONFIDENTIALITY. You agree that you shall not disclose to any third party the Software or any portion thereof, any technical, product, or business information, or any information that Vendor identifies as confidential (collectively, “Confidential Information”) related to the Software without the prior written consent of Vendor. You shall maintain the confidentiality of all Confidential Information and shall not use it for any purpose other than the performance of this Agreement.

Notwithstanding the foregoing, Confidential Information does not include information that you can demonstrate was (a) publicly available at the time of disclosure, or later became publicly available through no act or omission by you; (b) in your possession before disclosure by Vendor; or (c) disclosed to you by a third party not in violation of any obligations of confidentiality to Vendor or to any third party.

8. LIMITATION OF LIABILITY. You are not entitled to receive damages from Vendor for any cause relating to this Agreement, to your use of the Software, to any services provided by Vendor under this Agreement, or to any services provided by any third party in connection with your use of the Software. In addition, in no event shall you be entitled to obtain any injunctive relief or otherwise enjoin, restrain, or otherwise interfere with Vendor or with the distribution, operation, development, or performance of the Software or any related products.

IN NO EVENT SHALL VENDOR BE LIABLE TO YOU FOR ANY DAMAGES ARISING OUT OF YOUR USE OF, OR INABILITY TO USE, THE SOFTWARE. IN NO EVENT SHALL VENDOR BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. AS SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9. LIMITED WARRANTY AND DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENDOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR THE COURSE OF DEALING BETWEEN THE PARTIES. VENDOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

10. GOVERNING LAW. This Agreement shall in all respects be governed by and be construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions.

11. FORCE MAJEURE. If the performance of Vendor under this Agreement is prevented, hindered, or otherwise made impractical by reason of flood, strike, war, acts of government, or any other casualty or cause beyond the control of Vendor, then Vendor shall be excused from its performance to the extent and so long as it is prevented, hindered, or delayed by such event(s).

12. SEVERABILITY. If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement.

13. NO ASSIGNMENT OR SUBLICENSE. You may not assign or sublicense this Agreement or any of the rights granted by Vendor hereunder, in whole or in part, without the prior written consent of Vendor, in its sole discretion, and any attempt to do so shall be void. This Agreement is binding on and shall inure to the benefit of the parties and their respective successors and permitted assigns.

14. EXPORT CONTROL. You agree to obey and comply with any and all applicable United States laws, rules, and regulations governing the export of software.

15. TECH SUPPORT. There is no tech support for this software.

16. ACKNOWLEDGEMENT AND EXCLUSIVITY. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND VENDOR, AND THAT IT SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT, OR UNDERSTANDING, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND VENDOR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THIS AGREEMENT MAY NOT BE CHANGED, ALTERED, OR MODIFIED EXCEPT BY A WRITING SIGNED BY THE PARTIES.


MIXCITY INC.

LISTIT SOFTWARE END-USER LICENSE AGREEMENT

IMPORTANT! The Mixcity Inc. software entitled ListIt (the “Software”) is licensed only on the condition that you agree to the terms and conditions set forth below. PLEASE READ THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT CAREFULLY.

IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MUST CLICK THE CHECK BOX LABELED “I ACCEPT” ON INSTALLATION OF THIS SOFTWARE.

IF YOU DO NOT CLICK ON THE CHECK BOX LABELED “I ACCEPT” THEN YOU ARE STATING THAT YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT AND THEREFORE WILL NOT BE ALLOWED TO CONTINUE.

The Software that you are about to access was developed by Mixcity, Inc. , a New York corporation (“Vendor”) to help DJs export playlists to text files or print playlists on their PC. This End-User License Agreement (this “Agreement”) sets forth the terms under which you, as an individual or entity authorized by Vendor (or, for entities, any employee you authorize to use the Software) (“you”), may use the Software.

Access to and use of the Software is by permission of Vendor only, and only for applicants who accept this Agreement. Vendor may grant or withhold approval in its sole discretion.

Based on the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and Vendor agree as follows:

1. NATURE OF AGREEMENT. This Agreement is a legal contract made between you and Vendor. This Agreement contains the terms and conditions that you must comply with if you wish to access and use the Software.

2. LICENSE GRANT. Vendor hereby grants to you a nonexclusive, non-assignable, non-sublicenseable license, for your use only, for the term of this Agreement, to access and use the Software and any user’s guides, specifications, and other related documentation available online (the “Documentation”), subject to the terms and conditions of this Agreement. The licenses granted herein are conditioned upon payment in full for the Software in advance of your download or receipt of the Software.

3. OWNERSHIP OF SOFTWARE. Vendor retains all rights to the Software and the Documentation not specifically granted in this Agreement. Vendor owns the Software and the Documentation and all copyright and other intellectual property rights therein, and this Agreement does not transfer to you any title to or any proprietary or intellectual property rights in or to the Software, any updates or derivative works thereto, or the Documentation, or any copyrights, patent rights, or trademarks embodied or used in connection therewith, except for the rights expressly granted in this Agreement. The Software and the Documentation are protected by United States laws and international treaty provisions.

YOU MAY NOT USE, COPY, OR MODIFY THE SOFTWARE, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.

4. RESTRICTIONS. To the maximum extent permitted by law, you shall not (a) modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software; (b) rent, lease, loan, sell, sublicense, distribute, transmit, or otherwise transfer the Software access to any third party; (c) make any copy of or otherwise reproduce the Software (or any of the browser screens comprising the Software user interface) except for those copies necessarily made by the personal computer running the Software and one copy of the Software for genuine back-up purposes; or (4) use the Software to provide service bureau or time-sharing services.

You agree to take all reasonable steps to safeguard any User ID and Password for the Software so as to ensure that no unauthorized person will have access to it, and that no persons authorized to have access will make any unauthorized use. You shall promptly report to Vendor any unauthorized use of the Software of which you become aware and shall take such further steps as may reasonably be requested by Vendor to prevent unauthorized use thereof.

5. YOUR OBLIGATIONS. You shall be solely responsible for the following: (a) providing all hardware, software, and communications capabilities required for use of the Software (i.e. a fully functional computer with keyboard, monitor, mouse, sound card and Internet connection) and (b) generating, providing, and loading your data into the Software.

You agree to provide Vendor with your legal name and a valid email address and hereby authorize Vendor to obtain information via data transfer from your computer to Vendor’s servers, potentially including but not limited to computer Internet Protocol address, operating system, and other configuration data and information. Vendor shall not be liable for your failure to follow the proper procedures set forth in this Agreement.

6. TERM AND TERMINATION. The license granted in this Agreement is effective until terminated. The term of this Agreement and the license grant herein shall commence on the date you agree to this Agreement and download the Software. You may terminate the license and this Agreement at any time on 30 days’ prior written notice to Vendor. Vendor may terminate the license and this Agreement at any time on written notice to you that you or your agent has failed to pay any amount due to Vendor under this Agreement. This license shall also terminate automatically on your failure to comply with any of the other terms of this Agreement. On termination of this Agreement, you agree to promptly destroy all printed copies and delete all electronic copies of any documentation that you have downloaded, printed, or created relating to the Software, and to ensure that no copies of any of the Software screens, data, or other content remain archived or otherwise stored on your computers. Notwithstanding termination, the provisions of Sections 3, 6, 7, 8, 9, and 10 of this Agreement shall survive and continue to apply.

7. CONFIDENTIALITY. You agree that you shall not disclose to any third party the Software or any portion thereof, any technical, product, or business information, or any information that Vendor identifies as confidential (collectively, “Confidential Information”) related to the Software without the prior written consent of Vendor. You shall maintain the confidentiality of all Confidential Information and shall not use it for any purpose other than the performance of this Agreement.

Notwithstanding the foregoing, Confidential Information does not include information that you can demonstrate was (a) publicly available at the time of disclosure, or later became publicly available through no act or omission by you; (b) in your possession before disclosure by Vendor; or (c) disclosed to you by a third party not in violation of any obligations of confidentiality to Vendor or to any third party.

8. LIMITATION OF LIABILITY. You are not entitled to receive damages from Vendor for any cause relating to this Agreement, to your use of the Software, to any services provided by Vendor under this Agreement, or to any services provided by any third party in connection with your use of the Software. In addition, in no event shall you be entitled to obtain any injunctive relief or otherwise enjoin, restrain, or otherwise interfere with Vendor or with the distribution, operation, development, or performance of the Software or any related products.

IN NO EVENT SHALL VENDOR BE LIABLE TO YOU FOR ANY DAMAGES ARISING OUT OF YOUR USE OF, OR INABILITY TO USE, THE SOFTWARE. IN NO EVENT SHALL VENDOR BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. AS SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9. LIMITED WARRANTY AND DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VENDOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR THE COURSE OF DEALING BETWEEN THE PARTIES. VENDOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

10. GOVERNING LAW. This Agreement shall in all respects be governed by and be construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions.

11. FORCE MAJEURE. If the performance of Vendor under this Agreement is prevented, hindered, or otherwise made impractical by reason of flood, strike, war, acts of government, or any other casualty or cause beyond the control of Vendor, then Vendor shall be excused from its performance to the extent and so long as it is prevented, hindered, or delayed by such event(s).

12. SEVERABILITY. If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement.

13. NO ASSIGNMENT OR SUBLICENSE. You may not assign or sublicense this Agreement or any of the rights granted by Vendor hereunder, in whole or in part, without the prior written consent of Vendor, in its sole discretion, and any attempt to do so shall be void. This Agreement is binding on and shall inure to the benefit of the parties and their respective successors and permitted assigns.

14. EXPORT CONTROL. You agree to obey and comply with any and all applicable United States laws, rules, and regulations governing the export of software.

15. TECH SUPPORT. There is no tech support for this software.

16. ACKNOWLEDGEMENT AND EXCLUSIVITY. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND VENDOR, AND THAT IT SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT, OR UNDERSTANDING, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND VENDOR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THIS AGREEMENT MAY NOT BE CHANGED, ALTERED, OR MODIFIED EXCEPT BY A WRITING SIGNED BY THE PARTIES.


MIXCITY INC.

MIXCITY INC JAMMTEXT AFFILIATE PROGRAM

Please read this entire agreement so you know and understand the program rules!

1. Mixcity Inc JammText Affiliate Agreement

This agreement describes the terms and conditions for participation in the Mixcity Inc JammText affiliate program. In this agreement, the term "Affiliate" refers to you (the applicant). In this agreement, Mixcity Inc JammText refers to the product owner and publisher, Mixcity Inc.

The Mixcity Inc JammText affiliate program is administered through our own internal affiliate system.

2. Modification

We may modify any of the terms and conditions within this Agreement by publishing any changes on the JammText website with or without notice at any time and at our sole discretion. These modifications may include, but are not limited to changes in the scope of available referral fees, fee schedules, payment procedures and Affiliate Program rules. If any of the modifications are UNACCEPTABLE TO YOU, your only recourse is to terminate this Agreement. It is your responsibility to review this Agreement from time to time for any changes. If you CONTINUE TO PARTICIPATEIN THE PROGRAM, it will be considered your acceptance of the change.

3. Enrollment

By filling out the affiliate signup form you will automatically become a Mixcity Inc JammText affiliate. Your participation in the program is solely for this purpose: to legally advertise the Mixcity Inc site and JammText product and receive a commission on sales generated by your referrals. You also agree to receive periodic mailings to affiliates, both electronic and otherwise, regarding the Mixcity Inc JammText affiliate program.

4. Affiliate URL

You will be issued a special URL as part of the Mixcity Inc JammText Affiliate Program which will be unique to you and you only, and will allow you to be compensatedfor affiliate referrals. When customers use your unique tracking URL to come to the Mixcity Inc website, we will place a tracking cookie in their browser. If at any time within the next 30 days, the customer subscribes to JammText, we will record that customer as having been referred by you.

5. Commissions

Affiliates will receive 20% of the monthly JammText revenue actually received from customers they referred, as recorded through the use of properly coded tracking URLs. No commissions will be earned if the customer does not use the provided tracking URL or fails to sign up within 30 days of using the tracking URL.

WORD OF MOUTH REFERRALS WILL NOT RESULT IN AN AFFILIATE COMMISSION BEING GENERATED. Commissions will only be paid on sales that are made when the customer clicks through qualified, correctly structured Affiliate links. The use of properly coded links as issued by Mixcity are the sole responsibility of the affiliate.

Commissions may change at the discretion of the product publisher, Mixcity Inc. You may not earn commissions on your own JammText subscription.

6. Payment

Mixcity Inc pays affiliates via check monthly within 30 days after the end of the month for affiliate fees earned during the month; however, no payment is required to be made until the affiliate's unpaid commission balance has reached or exceeded US $30. The affiliate is responsible for providing the correct payment name and address and ensuring the payment name and address remain up to date. Changes may be made by logging into the Mixcity Inc website. Mixcity Inc is not required to resend payments returned due to an incorrect payment address.

7. Qualifying Affiliates

Mixcity Inc JammText reserves the right to refuse entry into the Mixcity Inc JammText Affiliate Program for any cause whatsoever, including but not limited to Affiliates which:

8. Permitted Usage

The following are permitted uses of the Mixcity Inc JammText brand and marketing resources:

Affiliates are permitted to use the graphical banners and design resources located at https://www.mixcityinc.com/account/jammtext/affiliate/materials. If a specific size banner ad is not available, the affiliate may contact the Affiliate Program manager at info@mixcityinc.com and request a new banner graphic be added to the available resources.

9. Prohibited Usage

The following are prohibited and will result in immediate termination of the affiliate account:

Affiliates MAY NOT use the Mixcity Inc logo, JammText logo, or other Mixcity Inc website/branding imagery in any way as to indicate they are officially affiliated or partnered with Mixcity Inc or JammText, unless given prior written permission from Mixcity Inc.

Affiliates MAY NOT use the term "Mixcity Inc" or "JammText" in ANY variation in their site URL domain (e.g. jammtextsite.net, jammtextcouponcodes.com, jammtext-forms.com, wpjammtext.com, jammtext.plugins.com, etc.).

Affiliates MAY NOT promote coupons that were not provided to them personally by Mixcity Inc. Want to promote a coupon? Contact us and we can work with you; provided that any decision to promote a coupon is within our sole discretion and our decision is final. You may NOT promote coupon codes you may have found elsewhere online. Doing so can result in the termination of your affiliate account and withholding or forfeiture of affiliate payments for violating our affiliate agreement.

Affiliates MAY NOT host or promote "coupon stacking" sites where customers may combine coupons to receive additional discounts.

10. Mixcity Inc Anti-Spam Policy

Mixcity Inc strictly prohibits affiliates from using spam e-mail and other forms of Internet abuse (including spamming forums, blogs, Twitter, Facebook and other social media outlets) to seek sales. Spam is defined as including, but not limited to, the following:

Electronic mail messages addressed to a recipient with whom the sender does not have an existing business or personal relationship or is not sent at the request of, or with the express consent of, the recipient through an opt in subscription;

Messages posted to Usenet, forums, Twitter, Facebook and message boards that are off-topic (unrelated to the topic of discussion), cross-posted to unrelated newsgroups, posted in excessive volume, or posted against forum/message board rules. Be conscious of forum rules! If a forum owner or moderator complains that an affiliate has spammed, the affiliate account may be permanently terminated after investigation.

Content posted on free blog websites for the sole purpose of keyword spamming, or comments posted to legitimate blogs that violate the comment policy of the blog owner.

Solicitations posted to chat rooms, or to groups or individuals via Internet Relay Chat, "Instant Messaging" system or similar technology;

Certain off-line activities that, while not considered Spam, are similar in nature, including distributing flyers or leaflets on private property or where prohibited by applicable rules, regulations, or laws.

Mixcity Inc, may undertake, at its sole discretion and with or without prior notice, the following enforcement actions:

Account Termination: Upon the receipt of a credible complaint, the Mixcity Inc JammText Affiliate Program manager may investigate the complaint, and if necessary, in the exercise of his or her sole discretion, may terminate the affiliate account of the individual implicated in the abuse. Termination results in the immediate closure of the member and affiliate account, the loss of all referrals, and the forfeiture of any unpaid money on account. At Mixcity Inc JammText’s sole discretion, termination may not only result in being banned from the affiliate program, but also being banned from ANY AND ALL other internal affiliate programs.

If you wish to report a violation of our Anti-Spam Policy, please forward all relevant evidence to our customer service department at info@mixcityinc.com

11. Relationship of Parties

Affiliates are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliates have no authority to make or accept any offers or representations on our behalf. Affiliates will not make any statement, whether on their sites or otherwise, that reasonably could contradict this statement.

12. Term and Termination

The term of this Agreement will begin when you accept the terms and conditions of this Agreement and will end when terminated by either party. Either Mixcity Inc or the affiliate may terminate this Agreement at any time, with or without cause, by sending written notice to the other party via email effective immediately upon receipt of such email. Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from Affiliate's Web Site, all links to the Mixcity Inc JammText websites, and all Mixcity Inc JammText trademarks and logos, other Mixcity Inc JammText marks and all other materials provided in connection with this program. If this agreement is terminated for reasons other than a violation of the terms of this agreement, you are entitled to continue earning commissions for one year following termination of the agreement. No further commissions will be earned if you violate the terms of the agreement.

13. Limitation of Liability

Mixcity Inc JammText will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, expenditures or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to the affiliate under this Agreement.

Mixcity Inc. will not be liable for indirect or accidental damages (loss of revenue, commissions) due to affiliate tracking failures, loss of database files, and any results of "intents of harm" to the program. We make no claim that the operation of Mixcity Inc JammText affiliate program will be error-free and will not be liable for any interruptions or errors.

14. Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate Program or an affiliate's potential to earn income from the Affiliate Program. In addition, we make no representation that the operation of the websites or the Affiliate links will be uninterrupted or error-free, and Mixcity Inc JammText will not be liable for the consequences of any interruptions or errors.

15. Miscellaneous

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

By signing up with the Mixcity Inc JammText Affiliate Program, you acknowledge that you have read this agreement and agree to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this agreement.