Terms of Use Agreement

 
1. INTRODUCTION
 

Welcome to PXSH! In order for us to present our content for our consumers, it’s important that we incorporate certain legal guidelines and ground rules to make sure everyone’s rights are respected and that we’re doing what we can to create an environment that protects content owners’ rights and your personal privacy.

PXSH is operated by PXSH LLC, which owns and operates the website (including mobile-optimized versions) or application (collectively, the “Sites”) that you are currently visiting. In addition, PXSH has “Affiliates,” which are companies that control, are controlled by, or are under common control with PXSH (control meaning ownership of 10% or more of voting stock or other ownership interests), and these Affiliates may also participate in the operation of the Sites.  When these Terms of Use use the words “we,” “our,” and “us,” they are referring collectively to PXSH and its Affiliates.

Please read these terms before using our sites.  The terms govern your use of our sites and of any services we offer through our sites, and will apply to any dispute between you and us concerning the sites.  We may change these terms at any time by publicly posting an updated version to our sites.  The updated version is effective upon posting and by using the sites after we have posted the updated version, you are accepting the updated terms.

These Terms of Use ("Terms of Use"), together with our Privacy Policy, govern your use of the Sites.  We will refer the Terms of Use and the Privacy Policy collectively as the “Terms.”  By continuing to use and visit the Sites, you are agreeing to these Terms. If you object to anything in the Terms, you should not visit or use the Sites. These Terms of Use apply to all users of the PXSH Sites (“User”, “you” or “your”), and by using the PXSH Sites you expressly understand, acknowledge and agree to comply with these Terms of Use. The PXSH Sites privacy policy (“Privacy Policy”) is hereby incorporated into these Terms of Use by reference as though fully set forth herein.

We may modify these Terms of Use from time to time, and at any time, without notice to you, for any reason, in our sole discretion. If we make material changes to these Terms of Use, we will notify you by posting or displaying a notice on the PXSH Sites and/or via other electronic means. The form of such notice is at our discretion. Once we post or make them available on the PXSH Sites, these changes become effective immediately and if you use the PXSH Sites after they become effective, it will signify your agreement to be bound by the changes.

2. AGE RESTRICTIONS
 

The PXSH Sites are not intended for or directed at children under 13 years of age located in the United States or any location outside of the United States. Certain features of the PXSH Sites may be subject to heightened age and/or other eligibility requirements and restrictions. If you are a user between the ages of 13 and 18, please review these Terms of Use with your parent or guardian. Your parent or guardian should agree to these Terms of Use on your behalf and parental discretion is advised for all users under the age of 18. Further, if you provide information that is untrue, inaccurate, not current or incomplete, or PXSH suspects that such information is untrue, inaccurate, not current or incomplete, PXSH has the right to suspend or terminate your registration (in whole or in part) and refuse any and all current or future use of the PXSH Sites (or any portion thereof), in our sole discretion, with or without notice to you, and without liability or obligation to you or any third party.

3. Third Party Platforms
 

Our Sites allow you to access content that we create or provide, such as articles and videos (our “Content”). You may be able to access the same Content on other platforms and services (for example, our official social media accounts). When you access a Third Party Site, you are leaving our Sites and these Terms will no longer apply. The appearance, availability, or your use of (a) URLs or hyperlinks referenced or included anywhere in connection with the PXSH or any other form of link or re-direction of your connection to, with or through the PXSH, or (b) any third party websites, content, data, information, applications, platforms, goods, services or materials, including Third Party Platforms (collectively, “Third Party Services”) does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of PXSH or its successors and assigns, directors, officers, employees, representatives, agents, licensors, advertisers, suppliers, partners or service providers. We do not verify, endorse, or have any responsibility for Third Party Services and any third party business practices (including, without limitation, their privacy policies), regardless of whether the PXSH Sites or PXSH’s logos, marks, names and/or sponsorship or other identification is on the Third Party Services. If any Third Party Services you interact with obtains or collects personal information from you, in no event shall we assume or have any responsibility or liability in connection for any use, collection or disclosure by or in connection with such Third Party Services. Accordingly, we encourage you to be aware when you leave the PXSH Site and to read the terms and conditions and privacy policy of each Third Party Service you use.

Our Sites may contain links to Third Party Sites, services, and advertisements (collectively, “Third Party Content”).  We do not control Third Party Content and are not responsible for any information or content contained within it.  We provide Third Party Content only as a convenience and may not review, approve, monitor, endorse, warrant, or make any representations with respect to it.  If we do choose to review Third Party Content, we do so at our sole discretion and do not have any liability towards you as a result of reviewing Third Party Content.  You use Third Party Content at your own risk and remain solely responsible for any liability resulting from Third Party Content.

Third Party Content is not governed by these Terms and is usually governed by the terms of use and policies of the third party that provides the Third Party Content.  You should review that third party’s terms of use and policies and carry out any other investigation you deem appropriate before using its Third Party Content.

4. User Conduct
 

Our Sites allow you to access content that we create or provide, such as articles and videos (our “Content”). You may be able to access the same Content on other platforms and services (for example, our official social media accounts). When you access a Third Party Site, you are leaving our Sites and these Terms will no longer apply. The appearance, availability, or your use of (a) URLs or hyperlinks referenced or included anywhere in connection with the PXSH or any other form of link or re-direction of your connection to, with or through the PXSH, or (b) any third party websites, content, data, information, applications, platforms, goods, services or materials, including Third Party Platforms (collectively, “Third Party Services”) does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of PXSH or its successors and assigns, directors, officers, employees, representatives, agents, licensors, advertisers, suppliers, partners or service providers. We do not verify, endorse, or have any responsibility for Third Party Services and any third party business practices (including, without limitation, their privacy policies), regardless of whether the PXSH Sites or PXSH’s logos, marks, names and/or sponsorship or other identification is on the Third Party Services. If any Third Party Services you interact with obtains or collects personal information from you, in no event shall we assume or have any responsibility or liability in connection for any use, collection or disclosure by or in connection with such Third Party Services. Accordingly, we encourage you to be aware when you leave the PXSH Site and to read the terms and conditions and privacy policy of each Third Party Service you use.

Our Sites, our Content and any associated information, software, scripts, interactive features (collectively, our “Intellectual Property”) are protected by copyrights, trademarks, patents, or other proprietary rights under intellectual property laws. We, our affiliates, and our licensors own and control all right, title, and interest to our Intellectual Property, to the fullest extent permitted by law.

Subject to your strict compliance with our Terms, we grant to you a limited, non-transferable and non-sublicensable, non-exclusive, revocable license solely to use our Sites for your personal, noncommercial use, and in the case of any Site or application (“App”) offered by us, to download, install, and use the Site or App in executable object code format only on your personal device(s) for your personal, noncommercial use.  Your use of our App may be governed by its own Terms (including privacy policy), and may also be subject to the terms of use and policies of the app store you use to download the App.  We reserve all rights not expressly granted to you in our Terms.

You may be able to post your own comments and other content to certain portions of our Sites.  All content added, uploaded or posted, distributed, or otherwise made available by users (“User Content”) remains the sole responsibility of the user who originally provided the User Content.  By posting User Content to our Sites, you grant us and our agents a worldwide, perpetual, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to reproduce, distribute, transmit, display, perform, or publish your User Content on our Sites in any medium, and edit or modify your User Content (including the creation of derivative works), and to use or otherwise commercially exploit such User Content, including, without limitation, by running paid advertising on or adjacent to your User Content and by promoting and redistributing part or all of our Sites.  You also irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

You represent and warrant that you have all rights to your User Content and that you have the power to license your User Content to us without infringing or violating any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.  By posting your User Content to our Sites, you agree to defend, indemnify, and hold us harmless against all claims arising out of your User Content.

You are solely responsible for your User Content, including making sure that it complies with our Terms.  We may choose in our sole discretion to pre-screen, review, modify, or remove User Content from our Sites, and if we do so, we may do so at any time without notice to you.  We are not required to pre-screen, review, modify, or remove User Content from our Sites, and if we do so, you remain solely responsible for your User Content and any liability resulting from it.

If you choose to visit portions of our Site where User Content is displayed or otherwise available, you understand that you may be exposed to content you find offensive, objectionable, harmful, inaccurate, or deceptive, and you understand that we are not responsible for your User Content or for the User Content of other users of our Sites.

5. Access Outside of U.S.
 

We make no claims that our Content (including User Content) or our Sites may be lawfully viewed or downloaded by all individuals, or that it may be lawfully viewed or downloaded outside of the United States.  Some Content or Site features may not be legally accessed or viewed by certain persons or in certain countries. If you access our Sites or Content (including User Content) from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

6. Acceptable Use
 

You may use our Sites and Content only so long as you do not use them for any purpose that is prohibited by our Terms.  You are responsible for all activities you carry out in relation to our Sites and Content.

 

Your use of our Sites is subject to the following restrictions under our Acceptable Use Policy.

 

You may not:

 

  • License, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit our Sites or our Content;

  • Modify, make derivative works of, disassemble, reverse-compile, or reverse-engineer any part of the Sites or any of our Content;

  • Access and use our Sites or Content to build a similar or competitive service;

  • Violate our intellectual property rights, or the intellectual property rights of any third party;

  • Violate any law, regulation, or ordinance applicable to you or your use of our Sites and Content;

  • Remove any copyright, trademark, or similar notice from our Sites or Content;

  • Harvest or otherwise collect information or date regarding other users of our Sites or Content;

  • Take any action that imposes or may impose unreasonable stress on our infrastructure;

  • Bypass or circumvent any security or rights-protection measures related to our Sites and Content;

  • Perform, copy, reproduce, distribute, republish, download, display, broadcast, post, or transit any part of our Sites or Content in any form or via any medium, unless expressly permitted by us in writing;

  • Use software or automated scripts to create multiple user accounts, generate automated searches and queries, or mine data from our Sites and Content (except that operators of public search engines are granted revocable permission to use spiders to copy our Sites and Content solely to the extent necessary to create a publicly available, searchable index of such materials, and expressly excluding the creation of caches or archives); or

  • Modify, translate, or otherwise create derivative works of our Sites or Content, unless expressly permitted by us in writing.

 

You also may not upload, post, or otherwise make available to us or via the Sites any User Content that:

 

  • Violates any law, regulation, ordinance, or contractual duty;

  • Infringes any patent, trademark, trade secret, copyright, right of publicity, right of privacy, or other right of any other person or entity;

  • Is false, misleading, deceptive, inaccurate (including “bait and switch” or unauthorized impersonations of any person or entity);

  • Is unlawful, harmful, threatening, abusive, harassing, defamatory, pornographic, libelous, profane, or harmful to minors in any way;

  • Harasses, degrades, intimidates, or is hateful towards an individual or a group of individuals;

  • Is unauthorized or unsolicited advertising, branding, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplication or unsolicited messages;

  • Restricts or inhibits any other user from using and enjoying our Sites and Content;

  • Contains viruses or any other computer script, code, file, or program that is designed or intended to disrupt, damage, or otherwise interfere with the proper function of our Sites and Content, or to obtain unauthorized access to any system, password, database, or information;

  • Includes anyone’s personal information, private communications, or sensitive financial information without their permission;

  • Re-posts or redistributes any User Content that violates our Terms.

The above restrictions also apply to your use of any User Content that you do not yourself provide.

 

If you violate our Acceptable Use Policy, we may take any action we deem necessary, including suspension or termination of your access to our Sites and Content and of any user logins and accounts you may have with us, and the provision of information about you to the appropriate legal authorities.  If we terminate your access to our Sites and Content, any right you have to use our Sites and Content shall be automatically and immediately revoked.

 

If you are accessing our Sites and Content from outside of the U.S., you represent and warrant that: (i) you are not located in a country subject to a U.S. embargo or designated by the U.S. federal government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. government list of prohibited or restricted parties.

7. Personal Information
 

When you access or use our Sites or Content, we collect information about your usage of our Sites and Content, including how and from where you access our Sites and Content (for example, your IP address, and whether you are using a computer or a mobile device like a smartphone).  We may also collect personal information such as your name and email address in certain situations.  Our collection, use, and sharing of your information, including your personal information, is governed by our Terms.  Please read our Privacy Policy for more information.

8. Copyright Infringement
 

If you are a copyright owner or an agent thereof and believe that any content on any PXSH Site infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Designated Agent (as set forth below) with the following information in writing (see 17 U.S.C. 512(c)(3) for further details):

  • Identify the copyrighted materials or content that are being infringed, including any copyright registration number (if applicable);

  • Identify the materials or content that you believe are infringing your copyright, including URLs and any other information required for us to locate the materials or content;

  • Contact information of the copyright rights-holder, or of an authorized agent of the rights-holder, including name, address, telephone number, and email;

  • A statement that you are the sole rights-holder of the copyright(s) and that you have not authorized the allegedly infringing materials or content;

  • A statement that you believe, in good faith, that no exception to your copyright (such as fair use) applies to the allegedly infringing materials or content; and

  • A statement that everything contained in your notice is accurate and that you have the legal right to issue your notice on behalf of the copyright owner.

  • Once our Designated Agent has received your notice, we will remove the materials or content at issue from our Sites or Content and will notify the individual or entity who provided the allegedly infringing materials or content.

 

The individual or entity who provided these materials or content may have an opportunity to provide a counter-notice in accordance with the DMCA to our Designated Agent if they believe in good faith that the removed materials or content is not infringing and was removed because of a mistake or misidentification.  Any such counter-notice must comply with the DMCA (including required contact information), and a copy of the counter-notice will be sent to the person who sent the original notice of alleged infringement.

 

If the person who sent the original notice of alleged infringement does not notify us within ten (10) business days of receiving the counter-notice that they have filed a court action seeking an order to keep the materials or content removed, we may restore the materials or content in question.

Please contact our Designated Agent at legal@thepxsh.com

9. Hold Harmless Indemnity
 

You agree to defend, indemnify and hold us, and our officers, employees, agents, contractors, representatives, and third-party suppliers harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys' fees) against any claim or demand made by any third party due to or arising out of: (a) your use of our Sites and Content; (b) your User Content; (c) your violation of our Terms; or (d) your violation of any applicable law, regulation, or ordinance.  We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with us in our defense of these claims.  You agree not to settle any matter for which you are indemnifying us without our prior consent.  We will use reasonable efforts to notify you of any such claim or demand.

10. Disclaimer and Limitations of Liability
 

IN NO EVENT SHALL WE OR OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS OR THIRD PARTY SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COMPUTER OR TECHNICAL FAILURE OR MALFUNCTION, LOSS OF DATA OR INFORMATION, LOSS OF USER CONTENT, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, OUR SITES, EVEN IF WE (OR THEY) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

 

NOT WITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, OUR SITES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY US DOLLARS ($50) OR (B) AMOUNTS YOU’VE PAID US IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.  YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THE TERMS OF SERVICE OR YOUR USE OF, OR INABILITY TO USE, OUR SITES.

11. Miscellaneous
 

If we shut down our Sites or terminate your ability to access our Sties, the most recent Terms you accepted will remain applicable to any further interactions you have with us, and to any questions, concerns, or disputes you have with us regarding your prior use of our Sites and content.  We may terminate these Terms at any time.  If we terminate these Terms, all provisions of these Terms which by their nature should survive termination, shall survive termination, including, without limitation, intellectual property ownership, warranty disclaimers, limitation of liability and indemnification.

 

Our Terms constitute the entire agreement between you and us regarding our Sites and Content, and supersede all previous agreements between you and us regarding our Sites and Content.

 

You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries.  You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of our Terms, or of your use of our Sites and Content.

 

Our failure to exercise or enforce any of our rights, or any provision of our Terms, shall not operate as a waiver of such right or provision.

If any provision of our Terms is held to be invalid, illegal or unenforceable, that provision shall be limited or otherwise modified, as consistent with its original intent as is possible, so that it is valid and enforceable to the fullest extent permissible by law.  The remaining Terms shall remain unchanged and in full force and effect.

 

You expressly agree that any dispute between us and you regarding our Sites and Content shall be governed by the laws of the State of Indiana, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of Indiana, in Marion County, for the resolution of any such dispute.

You may not assign your rights or obligations under these Terms without our prior written consent, but we may freely assign our rights and obligations under these Terms.

 

If you have any questions, complaints, or claims with respect to our Terms, you may contact us at legal@thepxsh.com