Throttle Up! Corp dba SoundTraxx
Terms of Service

Dated November 28, 2018

Acceptance of Terms
Welcome to SoundTraxx.com (“Site”), a Throttle Up! Corp Website. These are the terms and conditions (“User Agreement” or “Agreement”) under which we offer you access to our Site.

By using the Site in any way, you accept these Terms of Service ("Agreement" or "Terms"), which forms a binding agreement between you and Throttle Up! Corp. You should also read and understand the Throttle Up! Corp Privacy Policy [INSERT LINK], which is incorporated by reference into this Agreement and is available on the VMRC Site.

IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING OUR PRIVACY POLICY, LIMITATIONS OF LIABILITY, WARRANTY DISCLAIMERS AND LEGAL DISCLAIMERS, YOU ARE NOT AUTHORIZED TO USE THIS SITE.

1. Who May Use the SoundTraxx Site
AGE REQUIREMENT: You must be at least 18 years old to use the SoundTraxx Site. IF YOU ARE UNDER THE AGE OF 18, YOU ARE NOT AUTHORIZED TO USE OUR SITE.

2. General Disclaimers
SITE AS IS: SoundTraxx provides the SoundTraxx Site on an "as is", "as available", and “with all faults” basis. You therefore use the SoundTraxx Site at your own risk. SoundTraxx makes no representations or warranties of any kind and expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any other warranty that might arise under any law. The information published on this Site could include technical inaccuracies or typographical errors. SoundTraxx reserves the right to modify the SoundTraxx Site.

DEALER PRODUCTS: This Site contains products offered by third party dealers. SoundTraxx does not warrant any of the dealer products offered for sale on the Site. Each dealer has its own return/exchange/warranty policy which is posted its Site. Any inquiries regarding product returns, exchanges, and/or warranties must be handled with the dealer directly. If you have a dispute with a dealer, SoundTraxx may, as a courtesy, assist in providing the member with any customer service information regarding the particular dealer.

ACCURACY: SoundTraxx makes every effort to display as accurately as possible the colors, sounds, and information of the products that appear at this Site. However, a user’s monitor and/or speakers will govern the color appearance and sounds of our products. Therefore, we cannot guarantee that your monitor’s display and/or speakers will be accurate. In addition, the information on the Site could include inaccuracies or typographical errors. Furthermore, we do not warranty or make any representations regarding the use or the results of the use of the materials on this Site in terms of their correctness, accuracy, reliability, appropriateness, or otherwise. You assume all risks and we do not accept responsibility in this regard.

3. Limitation of Liability
LIMITATION: In no event, including but not limited to negligence, willful misconduct, or strict liability, shall SoundTraxx, its employees, subsidiaries, officers, directors, contractors, subcontractors, suppliers, agents, affiliates, successors or assigns be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our Site, any other linked website, the services or this Agreement, even if we are expressly advised of such damages.

EXCLUSIONS: Some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, liability is limited to the fullest extent permitted by law. In addition, some jurisdictions do not allow the exclusion of implied warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to certain users.

DAMAGES: The term “damages” includes without limitation, attorney fees, lost profits, business interruption, and loss of programs or other data on your information handling system. Notwithstanding this Limitation of Liability, our liability, and the liability of our employees, subsidiaries, officers, directors, contractors, subcontractors, suppliers, agents, affiliates, successors or assigns, to you or any third parties in any circumstance shall be limited to the amount of the purchase price of the products giving rise to liability.

4. Privacy
Your privacy rights are set forth in our PRIVACY POLICY, which forms a part of this Agreement.

5. Account Registration
REGISTRATION: To [purchase products, sign up for newsletter??] from this Site, you must register for an account on our Site.

USER NAME: You may not use someone else's name, a name that violates any third party right, or a name that is obscene or otherwise objectionable.

ACCOUNT SECURITY: You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You must not allow others to use your account. You must safeguard the confidentiality of your password. If you are using a computer that others have access to, you must log out of your account after using the SoundTraxx Site. If you become aware of any unauthorized access to your account, you must change your password and notify us immediately at DPO@soundtraxx.com.

NON-COMMERCIAL USE: Use of the Site is for personal use only. You may not use the Site in connection with any commercial endeavors, such as (i) advertising or soliciting any user to buy or sell any products or services; or (ii) for commercial purposes. Users of the Site may not use any information obtained from the Site to contact, advertise to, solicit, or sell to any other user without his or her prior explicit consent. Organizations, companies, and/or businesses may not use the Site for any purpose unless expressly authorized by SoundTraxx. If you wish to inquire about possible commercial use, please contact us at DPO@soundtraxx.com.

SoundTraxx may investigate and take any available legal action in response to illegal and/or unauthorized uses of the Site.

6. Materials Provided to SoundTraxx
SoundTraxx does not claim ownership of the information you provide to SoundTraxx (including feedback and suggestions) or that you input or submit to the Site (collectively "Submissions"). However, by providing Submissions you are granting SoundTraxx a royalty-free, sublicensable right to use your Submissions as SoundTraxx sees fit in connection with the operation of SoundTraxx business and the modification or development of products or services.

7. Term and Termination; Account Deletion

TERM: This Agreement begins on the date you first use the SoundTraxx Site and continues as long as you have an account with us or access the Site.

ACCOUNT DELETION: You may delete your account at any time. We reserve the right, but are under no obligation to, to delete an account that remains inactive (i.e., the user fails to log in) for a continuous period of at least twelve (12) months.

TERMINATION FOR BREACH: SoundTraxx may suspend, disable, or delete your account (or any part thereof) or block or remove any content you submitted if SoundTraxx determines that you have violated any provision of this Agreement or any of the SoundTraxx Agreements or that your conduct or content would tend to damage SoundTraxx's reputation or goodwill. SoundTraxx may block your email address and Internet protocol address to prevent further registration. SoundTraxx is not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your account.

You may terminate this Agreement at any time. If SoundTraxx suspects a member of violating this Agreement or any SoundTraxx Agreements or believes that your conduct or content would tend to damage SoundTraxx's reputation or goodwill, it reserves the right, at its sole discretion, to suspend, terminate or modify the user’s access to this Site without notice. If SoundTraxx determines, in its sole discretion, that a violation has occurred by a user, SoundTraxx may be entitled to damages. SoundTraxx may also file suit against you seeking legal remedies available at law. Upon termination of this Agreement or any SoundTraxx Agreement by either you or SoundTraxx you must promptly destroy all passwords, and other data downloaded or otherwise obtained from this Site, as well as all copies thereof. Upon termination, for any reason, all terms of the SoundTraxx Agreements survive termination, and continue in full force and effect, except for any terms that by their nature expire or are fully satisfied.

8. Indemnification
You agree to indemnify, defend, and hold harmless SoundTraxx and its affiliates, directors, officers, employees, and agents, from and against any liability, claims, damages, losses and costs (including reasonable attorney's fees) that: (i) arise from your activities on the SoundTraxx Site; or (ii) assert a violation by you of any term of this Agreement. SoundTraxx reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with SoundTraxx in connection therewith.

9. License to Use the SoundTraxx Site

LICENSE: SoundTraxx grants you a limited, non-exclusive license to access and use the SoundTraxx Site for your own personal, non-commercial purposes. This includes the right to view content available on the SoundTraxx Site. This license is personal to you and may not be assigned or sublicensed to anyone else.

RESTRICTIONS: Except as expressly permitted by SoundTraxx in writing, you will not reproduce, redistribute, publicly display, sell, create derivative works from, decompile, reverse engineer, or disassemble the SoundTraxx Site or Site content. Nor will you take any measures to interfere with or damage the SoundTraxx Site. All rights not expressly granted by SoundTraxx are reserved.

MOBILE DEVICES, APPLICATIONS AND SET-TOP BOXES/EXTERNAL DEVICES: These Terms of Use, and all of the provisions herein, also govern the use of our mobile, desktop and set-top devices and related applications.

Your use of the SoundTraxx Site through any applications or device constitutes your agreement to be bound by these Terms.

Any SoundTraxx application, regardless of the manner and means in which it is downloaded is licensed, not sold, to You for use only under these Terms. SoundTraxx reserves all rights not expressly granted to You.

10. Intellectual Property
SoundTraxx owns and retains all proprietary rights in the Site, and in all content, trademarks, trade names, service marks, copyrights, and other intellectual property rights related thereto. You agree to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible on the Site or through the service, without first obtaining the prior written consent of SoundTraxx or, if such property is not owned by SoundTraxx, the owner of such intellectual property or proprietary rights. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.

11. Third Party Links and Content
When you access SoundTraxx’s dealers or other third parties linked on the Site, you will leave the SoundTraxx Site in order to access a linked site (the "Linked Sites"). SoundTraxx does not control Linked Sites, nor has SoundTraxx reviewed or approved the content which appears on the Linked Sites. SoundTraxx is not responsible for the legality, accuracy or nature of any content, advertising, products or other materials on or available from any Linked Sites, or the conduct of such Linked Sites. You acknowledge and agree that SoundTraxx shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any of the Linked Sites, content, goods or services available on or through the Linked Sites.

12. Intellectual Property Infringement Claims
SoundTraxx will respond as quickly as practical to claims that infringing material appears on the Site. If you believe that your work has been copied in a way that constitutes copyright infringement or your intellectual property rights have otherwise been violated, please provide the Site copyright agent (“Agent”) the written information specified below:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  • A description of the copyrighted work or other intellectual property that you claim has been infringed;
  • A description of where the material that you claim is infringing is located;
  • Your address, telephone number, facsimile number, and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or other intellectual property owner, its agent, or the law;
  • A statement by you, under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or other intellectual property owner or are authorized to act on behalf of the copyright or other intellectual property owner.

The Agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:

Email: DPO@soundtraxx.com.

Throttle Up! Corp Copyright Agent
141 Burnett Drive
Durango, CO 81301 USA

13. General Provisions

DISPUTE RESOLUTION, ARBITRATION AND GOVERNING LAW:
Any dispute, claim, or controversy arising out of or relating to this Agreement, the Service, or the Site shall be submitted to mediation.  If the matter cannot be resolved through mediation, then the matter shall be resolved through BINDING ARBITRATION.  Judgment upon the award rendered in arbitration shall be entered in any court having jurisdiction thereof.  The prevailing party shall be entitled to recover attorney fees and costs in connection with the action. You may not under any circumstances commence or maintain against SoundTraxx or its affiliates any class action, class arbitration, or other representative action or proceeding.

By using the Site in any manner, you agree to the above mediation and arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and SoundTraxx or its affiliates. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against SoundTraxx may be commenced only in the federal or state courts located in Durango, Colorado. You hereby irrevocably consent to the jurisdiction of those courts for such purposes and you irrevocably waive any right to a trial by jury.

This Agreement, and any dispute between you and SoundTraxx, shall be governed by the laws of the state of Washington without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.

INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES:  If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement. No failure or delay by SoundTraxx in exercising any right hereunder will waive any further exercise of that right. SoundTraxx's rights and remedies hereunder are cumulative and not exclusive.

SUCCESSORS; ASSIGNMENT; NO THIRD PARTY BENEFICIARIES: This Agreement is binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign this Agreement without SoundTraxx's prior written consent. No third party shall have any rights hereunder.

NOTICES: You consent to receive all communications including notices, agreements, disclosures, or other information from SoundTraxx electronically. SoundTraxx may provide all such communications by email or by posting them on the SoundTraxx Service. For support-related inquiries, you may send an email to support@soundtraxx.com or the following address:

Throttle Up! Corp
141 Burnett Drive
Durango, CO 81301 USA

MODIFICATION:  SoundTraxx reserves the right to revise the SoundTraxx Agreements without notice and by using this site subsequent to the revisions; you agree to be bound by such changes. If you find any provision in any of the SoundTraxx Agreements unacceptable, you must immediately terminate your use of this Site.

ENTIRE AGREEMENT: This Agreement incorporates the following documents by reference:

PRIVACY POLICY

This Terms of Use and the SoundTraxx Agreements constitute the entire understanding between SoundTraxx and you concerning the subject matter hereof and supersedes all prior agreements and understandings regarding the same.

END OF DOCUMENT.