Privacy & Terms of Service
OUR COMMITMENT TO YOUR PRIVACY
- What personally identifiable information is collected by FRQNCY or by any third party through our site and/or via our products or services;
- How FRQNCY uses this information;
- With whom FRQNCY may share this information;
- What choices are available to you as a user of the site and/or products and services with respect to collection, use and distribution of the information;
- What types of security procedures are in place to protect the loss, misuse or alteration of information under our control; and
- How you can correct any inaccuracies in the information.
Information Collection and Use
FRQNCY is the sole owner of the information collected on this site or via our products and services. FRQNCY may collect information from you at the following three different stages:
First, we collect anonymous, aggregate information from all visitors to the site and users of our products and services. This information is never linked to any personally identifiable information and is only used in the aggregate to generate statistical reports about the use of our site, products and services.
Second, FRQNCY collects personally identifiable information when you create a FRQNCY account and when you order FRQNCY products or utilize certain services. Online account creation may require you to submit the following personal information: name, address, date of birth, company information, email address and phone number. For purposes of billing, you may need to provide your credit card type, number, expiration date and billing address for the card. Certain personally identifiable information is required if you subscribe to a FRQNCY newsletter, or sign up to participate in a promotion, sweepstake or survey through the site. FRQNCY may also receive personally identifiable information from our business partners.
Third, we collect certain personally identifiable information when you use a FRQNCY account. This information primarily consists of user access credentials. This data may include data directly provided by our customers and/or users of such accounts, such as each user's name, email or other digital channel address, as well as indirect information, known as metadata.
Personal Information of Children Under 13
FRQNCY complies with the requirements of the Children’s Online Privacy Protection Act (COPPA) and the FTC’s Rule interpreting COPPA (16 CFR § 512). This site is not directed to children and does not knowingly collect any personally identifiable information form children under 13 years of age.
Use of Your Personal Information
Our primary goal in collecting information from you is to provide you with a smooth, efficient and customized experience while using our site and to allow us to provide products and services to you. FRQNCY will never give your information to, or share your information with, any third party not affiliated with or owned by FRQNCY, except as permitted by law. FRQNCY will send personally identifiable information about you to other companies or people when:
- We have your consent to share the information;
- We need to share your information to provide the products or services you have requested;
- We need to send the information to companies who work on behalf of FRQNCY to provide a product or service to you. (Unless we tell you differently, these companies do not have any right to use the personally identifiable information we provide to them beyond what is necessary to assist us); or
- We respond to subpoenas, court orders, or legal process or find that your actions violate FRQNCY Terms of Service or any of our usage guidelines for specific products or services.
We store information that we collect through cookies and log files to create a profile of our customers. A profile is stored information detailing how individual customers use the site. Collected information in a profile is tied to the customer’s personally identifiable information. However, your profile is used solely for internal purposes, to help us improve the experience of our customers. We do not share your profile with any third parties.
A cookie is a small text file stored on the customer’s hard drive for an extended period of time. The cookies can be removed by following Internet browser help file directions. Allowing a FRQNCY cookie to remain on your computer makes it easier for you to log in to and use the site.
Log files record internet protocol (IP) addresses, browser types, internet service provider (ISP) referring/exit pages, platform type, date/time stamp, and number of clicks to analyze trends, administer the site, track a customer’s movement in the aggregate and gather broad demographic information for aggregate use. IP addresses, etc are not linked to personally identifiable information.
Disclosure of Personal Information As Required By Law
We will disclose personal information when required by law, or if we have good-faith belief that such action is necessary to (a) comply with current judicial proceedings, a court order or legal process served on us, (b) protect and defend our rights, or (c) protect the rights, property, and other interests of our users or others.
In the event that FRQNCY goes through a business transition, such as a merger, acquisition by another company, or sale of a portion of its assets, our customers’ personal information may be part of the assets transferred. Customers will be notified via prominent notice on our site prior to a change of ownership or control of their personal information. If, as a result of the business transaction, your personally identifiable information will be used in a manner materially different from that stated at the time of collection, you will be given a choice consistent with our Notification of Changes section.
This site may contain links to and portions of other sites. FRQNCY is not responsible for the privacy practices or content of these other sites. When you leave our site or view a portion of a third party’s site through our site, we encourage you to read the privacy statements of each such site. This privacy statement applies solely to information collected by FRQNCY.
Wherever your personal information may be held within FRQNCY or on its behalf, we intend to take commercially reasonable and appropriate steps to protect the personal information that you share with us from unauthorized access or disclosure. However, given the nature of the Internet and the fact that network security measures are not infallible, we cannot guarantee the security of your information. We use encryption to protect sensitive information online. The servers that store your personally identifiable information are housed in a secure environment. Finally, we also make an effort to protect your information off-line.
When registering for access to a secure area of the site, we may ask you to select a username and password. We recommend that you do not divulge your password to anyone. We will never ask you for your password in an unsolicited phone call or in an unsolicited email. Also, remember to sign out of the registered site and close your browser window when you have finished your work. This is to ensure that others cannot access your personal information and correspondence when accessing your computer.
Correcting, Updating, Deleting and Deactivating Personal Information
If your personally identifiable information changes, you may contact us to correct, update or delete and deactivate our record of your personally identifiable information.
Notification of Changes
FRQNCY may edit this policy from time to time. If we make any substantial changes, we will prominently post a notice on the main page and other pages to alert you of the change.
Your California Privacy Rights
California Civil Code Section 1798.83 permits customers who are California residents to request that FRQNCY not share their personal data with third parties for such parties’ direct marketing purposes. To make such a request, send an e-mail with “California Privacy" in the subject line to info@FRQNCY.live or write to us at the address listed below.
2500 NE Sandy BLVD. Suite J, Portalnd OR, 97232
Welcome to a website operated by FRQNCY (the “Site”). This Site is intended to provide information about our company, products and services. It allows you to interact with us, provides you the opportunity to contact us directly and may provide you with access to and use of certain products and services. While we want you to enjoy the experience of visiting our Site, we also want you to understand the terms to which you agree when visiting the Site. References to “we,” “our,” “us” or “FRQNCY” herein refer to FRQNCY, Inc., a Delaware corporation doing business as FRQNCY, and our service providers and designees as deemed appropriate by us.
Compliance with Terms
You agree to use the Site only in accordance with the Terms, whether you are a “Visitor” (which means that you simply browse the Site) or you are a “Member” (which means you have registered with us for the Site). The term “User” means a “Visitor” or a “Member.” Please read and save all of the Terms. If you do not agree with the Terms, do not use this Site or any of its features. If you register to become a Member you may be required to indicate your acceptance to these Terms during the registration process.
We may amend or terminate any Terms at any time and such amendment or termination will be effective at the time we post the revised Terms on the Site. Each time you use the Site you should visit and review the then current Terms that apply to your transactions and use of this Site. Your continued use of the Site after we have posted revised Terms signifies your acceptance of such revised Terms. If you are dissatisfied with the Site, its content or any Terms (including as modified), you agree that your sole and exclusive remedy is to discontinue using the Site. The Terms are the entire agreement between you and FRQNCY with respect to your use of the Site.
Use of the Site and its features and registration to be a Member (“Membership”) is void where prohibited. By using the Site and its features, you represent and warrant that (a) you are not a minor and may otherwise enter into and form binding contracts under applicable law; (b) all registration information you submit is truthful and accurate; (c) you will maintain the accuracy of such information; and (d) your use of the Site and its features does not violate any applicable law or regulation.
The Terms, as we may revise them from time to time, shall remain in full force and effect while you use the Site features or are a Member. Except with respect to any offerings governed by other Terms, you may terminate your Membership at any time, for any reason, by providing written notice to us. We may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after Membership is terminated, the Terms will remain in effect and you will remain bound by them except that your right to use the Site as a Member will terminate.
If you register to become a Member, you will be asked to choose a user name (or email address) and password. You are solely responsible for maintaining the confidentiality of this information. You are not permitted to allow anyone else to use your user name and password to log into the Site. You must notify us immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account so please be vigilant in protecting its confidentiality.
Your Use of the Site
Users have a non-transferable, non-exclusive license to access this Site, to view information contained at this Site and to interact with the Site solely for their own personal use and not for any commercial purpose. You agree not to use the Site for any unlawful purpose. You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer the Site or any portion thereof or use it in any manner not expressly authorized by the Terms. You agree not to copy, reverse engineer, translate, port, modify or make derivative works of any portion of the Site.
Tampering with the Site, misrepresenting the identity or age of a user, using buying agents or conducting fraudulent activities on the Site are prohibited.
FRQNCY does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, “Content”) that you post on the Site (if applicable). After posting your Content to the Site, you continue to retain any such rights that you may have in your Content, subject to the limited license herein. The Site may contain Content of Users and other licensors. Except as provided within the Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Site.
By displaying, publishing Content on the Site, or otherwise submitting Content to us
(collectively, “posting”), you hereby grant to FRQNCY an irrevocable,
perpetual, worldwide, royalty-free, non-exclusive license to use, modify, delete from, add
to, create derivative works of, publicly perform, publicly display, reproduce and
distribute (and to sublicense the foregoing rights through multiple tiers of licensees)
such Content on or through the Site. From time to time, we may remove Content from the
Site, permanently or temporarily.
You represent and warrant that: (a) you own the Content posted by you on or through the Site or otherwise have the right to grant the licenses set forth above, and (b) the posting of your Content on or through the Site does not violate the privacy rights, publicity rights, contract rights, intellectual property or any other rights of any person or entity. You agree to be fully responsible for and to pay any and all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by you.
The Site also contains Content provided by FRQNCY, including, without limitation, text,
images and logos (“FRQNCY Content”). FRQNCY Content is protected by copyright,
trademark, patent, trade secret and other laws, and FRQNCY owns and retains all rights in
the FRQNCY Content and the features and functionality of the Site. FRQNCY hereby grants
you a limited, revocable, nonsublicensable license to reproduce and display the FRQNCY
Content (excluding any software code) solely for your personal use in connection with
utilizing the products and services available on the Site.
You agree to not use the Site to:
- upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
- harm minors in any way;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Site;
- upload, post, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
- upload, post, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials or any other form of solicitation;
- upload, post, transmit or otherwise make available 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;
- interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
- intentionally or unintentionally violate any applicable local, state, national or international law; or
- collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs (a) through (h) above.
FRQNCY may reject, refuse to post or delete any Content for any or no reason, including,
without limitation, Content that in the sole judgment of FRQNCY violates these Terms,
inappropriate Content or conduct. If at any time FRQNCY chooses, in its sole discretion,
to monitor the Site, we nonetheless assume no responsibility for the Content, no
obligation to modify or remove any inappropriate Content, and no responsibility for the
conduct of the User submitting any such Content.
You are solely responsible for your use of the Site, the Content that you post on or through the Site, and any material or information that you transmit to other Members and for your interactions with other Users.
FRQNCY is not responsible for and makes no warranties, express or implied, as to any content on the Site, including, without limitation with respect to the accuracy and reliability of the FRQNCY Content, User Content or other Content posted on or through the Site, whether caused by us, by Users, by any of the equipment or programming associated with or utilized by the Site, or otherwise. The User Content does not necessarily reflect the opinions or policies of FRQNCY. Profiles and third party applications created and posted by Members on the Site may contain links to other websites. FRQNCY is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by FRQNCY. Inclusion of any linked website on the Site does not imply approval or endorsement of the linked website by FRQNCY. When you access these third party sites, you do so at your own risk. FRQNCY takes no responsibility for third party advertisements or third party applications that are posted on or through the Site, nor does it take any responsibility for the goods or services provided by its advertisers. FRQNCY is not responsible for the conduct, whether online or offline, of any User of the Site including, without limitation, any Content posted by any User. FRQNCY assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. FRQNCY is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any portion of the Site or combination thereof, including any injury or damage to Users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Site. Under no circumstances shall FRQNCY be responsible for any loss or damage, including personal injury or death, resulting from use of the Site, from any User Content posted on or through the Site or from the conduct of any Users, whether online or offline. Additionally, FRQNCY shall have no liability for any viruses or anything beyond our control. We are not responsible for any damage to your computer, software, modem, telephone or other property resulting from your use of the Site. We will not be liable to you if you are unable to access information through the Site.
Some states do not allow the exclusion or limitation of certain warranties and/or liabilities, so certain of the above limitations or exclusions may not apply to you.
The Site is provided “AS-IS” and as available and FRQNCY expressly disclaims any warranty of fitness for a particular purpose or non-infringement. FRQNCY cannot guarantee and does not promise any specific results from use of the Site.
Limitations of Our Liability
IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGE, CLAIM OR LOSS INCURRED BY YOU, INCLUDING WITHOUT LIMITATION COMPENSATORY, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, IRRESPECTIVE OF WHETHER WE HAVE BEEN INFORMED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, DEFAMATION, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS, AS WELL AS THIRD-PARTY CLAIMS. IF THE WARRANTY EXCLUSIONS OR LIMITATIONS OF LIABILITY SET FORTH IN THIS USE AGREEMENT ARE FOR ANY REASON HELD UNENFORCEABLE OR INAPPLICABLE, YOU AGREE THAT OUR AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).
You agree to indemnify and hold FRQNCY, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, cost, expense, claim, or demand, including without limitation, reasonable attorneys’ fees, due or relating to or arising out of your use of the Site in violation of the Terms and/or arising from a breach of the Terms and/or any breach of your representations and warranties set forth in the Terms and/or arising out of or relating to any Content that you post or third party transaction that you enter or attempt to enter in connection with the Site.
The Terms will be construed, and their performance enforced, under the laws of Oregon without reference to choice of law principles. Any dispute relating to the Terms or the Site may be litigated only in a court having jurisdiction and venue in Multnomah County for state court causes of action and in the District of Oregon for federal court causes of action. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Terms. We may assign the Terms, in whole or in part, to a related entity or to a third party.
EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THE TERMS.
The Terms are accepted upon your use of the Site or any of its features and is further affirmed upon you becoming a Member (if applicable). The Terms constitute the entire agreement between you and FRQNCY regarding the use of Site and its services and features. The failure of FRQNCY to exercise or enforce any right or provision of the Terms shall not operate as a waiver of such right or provision. The section titles in the Terms are for convenience only and have no legal or contractual effect. The Terms operate to the fullest extent permissible by law. If any provision of the Terms is unlawful, void or unenforceable, that provision is deemed severable from the Terms and does not affect the validity and enforceability of any remaining provisions.
Last Modified: November 30, 2020
TERMS OF SERVICE
Last updated on November 30, 2020
- Agreement between You and FRQNCY; Changes.
- In order to use the Service you must agree to these Terms. However, in addition to clicking the “I Accept” box, you may also agree to the Terms by actually using the Service. You acknowledge and agree that FRQNCY will treat your use of the Service as acceptance of these Terms from the time you first use the Service.
1.3FRQNCY reserves the right to change any of the terms and conditions contained in these Terms, including the Service and/or any policies or guidelines governing the Service, at any time and in its sole discretion. While we will endeavor to provide direct notice to you of any changes, you are responsible for periodically checking the Site to determine if any changes have been made and we are not liable for your failure to do so or our failure to provide such direct notice to you. Your continued use of the Service following any revision to these Terms will constitute your acceptance of the changes or modifications to these Terms. If you do not agree to any changes to these Terms, do not continue to use the Service.
- The Service; User Accounts; User Types; Products.
- The Service is intended to provide an online experience related to certain musical concerts (each a “Concert”) for which you purchase a ticket (a “Ticket”) pursuant to Section 4 below, which such experience may include Concert streaming, performer interactions, and private and public messaging and/or communications among users of the Service (collectively, “Service User Interactions”). For purposes of clarification, (i) Concerts are performed live and FRQNCY does not generally pre-screen or control Content (as defined below) posted by Concert performers and/or users of the Service, including in connection with any Service User Interactions; (ii) FRQNCY takes no responsibility and assumes no liability for any Content performed, transmitted, or retransmitted by a performing artist within the Service; (iii) any opinions, advice or recommendations expressed therein are those of the performer and not those of FRQNCY and FRQNCY does not endorse any Content or any opinion, recommendation or advice expressed therein; (iv) Service User Interactions may be utilized by Users (as defined below) in their sole discretion; provided that FRQNCY takes no responsibility and assumes no liability for any Content performed, transmitted, or retransmitted by any user of the Service in connection with any Service User Interaction; and (v) you are solely responsible for obtaining and maintaining any equipment or ancillary services needed to access or otherwise use the Service, including, without limitation, modems, hardware, software, and Internet access, and any fees associated therewith.
- In order to use the Service, you must register with us to open a FRQNCY user account (“User Account”). By opening a User Account, you represent and warrant that: (a) all information you submit in connection with your opening and use of your User Account is true, accurate, current, and complete; (b) you will promptly notify us if your information changes so that we can update our records; (c) you are aged 18 or older; the Service is not intended for persons under 18; and (d) your use of the Service does not violate any applicable law, rule or regulation. You are responsible for maintaining this information current.
- You are solely responsible for maintaining the security and confidentiality of the information you hold for your User Account, including, without limitation, your user name and password, and for any and all activity that occurs through your User Account as a result of your failure to keep this information secure and confidential. You hereby agree to notify FRQNCY immediately if you become aware of any unauthorized use of your User Account, user name or password, or any other breach of security in connection therewith. You may be held liable for losses incurred by FRQNCY or any third party due to someone else using your User Account, user name or password as a result of your failing to keep your User Account information secure and confidential. You are strictly prohibited from using anyone else’s User Account, user name or password at any time and for any reason. FRQNCY is not liable to you or any third party for your failure to comply with your obligations under this paragraph.
- The Service is made available by FRQNCY solely to the following two (2) user categories (collectively, “Users”): (a) an individual (each, a “Account Holder”) that initiates and manages a Service account (“Service Account”) that may, in such Account Holder's sole discretion, be used in connection with each Concert for which a Ticket is purchased and made available to other authorized Account Participants (as define below); and (b) other third party individuals physically located within such Account Holder’s household during the applicable Concert that have been authorized by an Account Holder to access and use the Service in connection with the applicable Service Account (each, an “Account Participant”). For purposes of clarification, both Account Holders and Account Participants shall be liable for the actions of any Account Participant.
- You may also purchase on the Site certain Concert and/or other artist-related products (each, a “Product”) that may be made available by FRQNCY, in its sole discretion. Subject to availability, FRQNCY will deliver to you all Products that are purchased on the Site in accordance with FRQNCY’s then current Product shipping and delivery policies. You understand that FRQNCY may not be the manufacturer or publisher of certain Products purchased by you hereunder and the only warranties offered are those of such manufacturer or publisher. FRQNCY offers no warranties with respect to any third party Products provided hereunder.
- Your Information and Privacy.
- Fees; Payments.
- Each Account Holder agrees to pay FRQNCY the fees for each applicable Ticket and/or Product Purchase ("Fees") set forth on the Site in advance of each such purchase. If applicable, the credit card each Account Holder maintains on file with FRQNCY in the applicable Service Account will be automatically charged immediately upon the purchase of each applicable Ticket. Account Holders are responsible for maintaining up to date credit card information in such Service Account. Unless otherwise agreed by FRQNCY and Account Holders or otherwise set forth on the Site, all Fees are payable in U.S. Dollars. FRQNCY reserves the right to suspend or terminate use of the Service or applicable Service Account (and access to any related Content) if an Account Holder fails to pay any Fees due in connection with use of the Service or applicable Service Account.ALL TICKET SALES ARE FINAL; provided that you may transfer and/or resell Tickets if permitted under local law.
- To the greatest extent permitted by applicable law, and without affecting any Account Holder's credit card issuer’s rights, each Account Holder hereby waives all claims relating to Fees unless such Account Holder notifies FRQNCY of any dispute or other Fee-related claim within thirty (30) calendar days of the Fees being charged to such credit card.
- To the greatest extent permitted by applicable law, any refunds of Fees are at the sole discretion of FRQNCY, and refunds will only be provided in the form of a credit against future Fees for the Service. Generally, however, if an artist cancels a Concert, (i) the artist will reschedule the Concert within a six (6) month period from the scheduled Concert Date; (ii) all purchased Tickets will be transferred to the new Concert; (iii) if for any reason the artist cancels a second time and/or cannot schedule the Concert within such six (6) month time period, FRQNCY will offer a Ticket transfer to another performer’s Concert; and (iv) if a refund request or transfer is not requested by you within six (6) months of any such cancellation, your Ticket will not be transferable.
- Nothing in these Terms obligates FRQNCY to extend credit to any person. Account Holders acknowledge and agree that any credit card and related billing and payment information that are provided to FRQNCY may be shared by FRQNCY with third party service providers who work on FRQNCY's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to FRQNCY and servicing the applicable Service Account. FRQNCY may also provide information in response to valid legal processes, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. FRQNCY shall not be liable for any use or disclosure of such information by such third parties.
- FRQNCY’s Proprietary Rights.
- You hereby acknowledge and agree that FRQNCY (or its licensors) own all legal right, title and interest in and to the Site and Service, including, without limitation, any intellectual property or other proprietary rights which subsist in the Site and Service (whether such rights are registered or unregistered, and wherever in the world those rights may exist). As between you and FRQNCY, all materials on the Site, including, but not limited to, graphics, user and visual interfaces, images, software, applications, and text, as well as the design, structure, selection, coordination, expression, “look and feel”, and arrangement of the Site and its Content (except for your Content), and the domain names, trademarks, service marks, proprietary logos and other distinctive brand features found on the Site, are all owned by FRQNCY or licensors.
- FRQNCY shall fully own and retain all rights to anonymous usage data derived from your use of the Service (“Usage Data”) as aggregated with usage data from FRQNCY’s other customers for its own business purposes such as support, operational planning, product innovation and sales and marketing of FRQNCY’s services. For purposes of clarification, such Usage Data may not include any data that could reasonably identify you.
- Nothing in these Terms gives you any right to use any of FRQNCY’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. All rights not expressly granted by FRQNCY under these Terms are reserved.
- Service Use; Restrictions.
- While these Terms are in effect, you may access and use the Site and Services in accordance with these Terms.
- You hereby represent and warrant that you will comply with all requirements set forth on the Site, including in connection with Service User Interactions, and will not, and will not permit any third party, including Account Participants, to: (a) attempt to disable or circumvent any security mechanisms used by the Site or Service or otherwise attempt to gain unauthorized access to any portion or feature of the Site or Service, or any other systems or networks connected to the Site or Service, or to any FRQNCY server, by hacking, password “mining”, or any other illegal means; (b) use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Site or Service; (c) use any device, software or routine to interrupt or interfere, or attempt to interrupt or interfere with, the proper operation and working of the Site or Service or any transaction being conducted on the Site or through the Service, or with any other person’s use of the Site or Service; (d) breach any security measures implemented on the Site or in the Service; (e) track or seek to trace any information on any other person who visits the Site or uses the Service; (f) forge headers or otherwise manipulate identifiers in order to disguise your identity, or the origin of any message or other communication that you send to FRQNCY in connection with the Service; (g) pretend that you are, or that you represent, someone else, or impersonate any other person; (h) use the Service in the design, development, production, or use of missiles or the design, development, production, stockpiling, or use of chemical or biological weapons; (i) use the Service or Site for any illegal purpose, for soliciting the performance of any illegal activity, or as otherwise prohibited by these Terms or applicable laws, rules or regulations, including, without limitation, laws applicable to the export of software and data; (j) upload or otherwise process any malicious content to, or through, the Service; or (k) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the any FRQNCY proprietary software used to provide, maintain, or otherwise applicable to, the Service, or made available to you in connection with the Service.
- Content; License and Ownership Rights.
- Each User hereby agrees that you are solely responsible and liable for any and all information, data files, written text, computer software, music, audio files or other sounds, photographs, videos, images, and other content (collectively “Content”), that you store, transmit, display, or otherwise use in connection with the Service, and for the consequences of your actions in connection with such Content and your use of the Service. You agree that FRQNCY has no responsibility to you or to any third party in connection with such Content. You are solely responsible obtaining consent from applicable third parties (i.e., obtaining releases for any photograph content) in connection with Content and for any losses or damage suffered by FRQNCY in connection with your Content. You hereby represent and warrant that you will not store or otherwise use any Content in connection with the Service that: (a) violates these Terms; (b) is defamatory, libelous, abusive, illegal, profane, indecent, pornographic, obscene, hateful, offensive, harassing, or threatening in any way; (c) constitutes or encourages conduct that would be considered a criminal offense or give rise to civil liability, or otherwise intentionally or unintentionally violate any law, rule or regulation; (d) violates any third party’s copyright, trademark, patent, trade secret, or other personal or proprietary right; (e) invades or interferes with the rights of privacy or publicity of any person; or (f) contains a virus, malicious code or any other harmful component.
- FRQNCY reserves the right, at any time in its sole discretion and without notice to you, to pre-screen, review, monitor, flag, filter, modify, refuse or remove any or all Content from the Service, but FRQNCY has no obligation to do so. You agree to immediately take down, delete or modify any Content that is stored by you through the Service that violates these Terms or any applicable laws, rules, or regulations, including pursuant to a take down, deletion or modification request from FRQNCY. In the event that you elect not to comply with a request from FRQNCY to take down, delete or modify certain Content, FRQNCY reserves the right to directly take down, delete or modify such Content. FRQNCY assumes no liability or responsibility arising from your activities in connection with the Service, including, without limitation, Content that you store or otherwise use in connection with Service.
- FRQNCY claims no ownership or control over your right, title and interest in your Content. You retain copyright and any other intellectual property and other proprietary rights you already hold in your Content, and you are solely responsible for protecting those rights, as you deem appropriate. By submitting, storing, displaying, or otherwise using your Content in connection with the Service, you hereby grant FRQNCY a worldwide, royalty-free, fully-paid-up, non-exclusive license to reproduce, perform, modifying display, distribute, and otherwise use such Content for the purpose of enabling FRQNCY to provide the Service, including, without limitation, storing and retrieving the Content, making the Content available through the Service, adapting the Content for technical display and transmission, conforming the Content to the limitation and terms of the Service, and any other use related to the maintenance, provision and improvement of the Service
- You hereby agree that FRQNCY, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, in presentations, marketing materials, customer lists, financial reports and web site listings (including links to your web site) for the purpose of advertising or publicizing the Service.
- If you send or transmit any communications or materials to FRQNCY by mail, electronic mail, telephone, or otherwise (“Feedback”), suggesting or recommending changes to our Site or Service, including without limitation, new features or functionality relating thereto, any comments, questions, suggestions, or the like, all such Feedback are, and will be treated as, non-confidential and non-proprietary. This means that you give up any claim that the use of such Feedback by FRQNCY or its agents, violates any of your rights including moral rights, privacy rights, proprietary or other property rights, rights of publicity, rights to credit for material or ideas, or any other right, including the right to approve the way FRQNCY uses such Feedback.
- You hereby assign all right, title, and interest in, and FRQNCY is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You agree and understand that FRQNCY is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
- Copyright Infringement.
- FRQNCY respects the intellectual property and other proprietary rights of others and has a policy of removing Content from the Site that infringes third party copyrights and suspending and/or terminating the User Account of any user who uses the Site or Service in violation of copyright law, and where appropriate, blocking such user’s access to the Site and Service.
- If you are a copyright owner, or an agent thereof, and believe that your work is the subject of copyright infringement and appears on our Site, or is being used through the Service, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our copyright agent (designated below) with the following information in writing: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit FRQNCY to locate such material; (d) information reasonably sufficient to permit FRQNCY to contact you, such as an address, telephone number, and, if available, an e-mail address; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are, or that you are authorized to act on behalf of, the owner of an exclusive right that is allegedly infringed. FRQNCY’s designated copyright agent to receive notifications of claimed infringement under the DMCA is:
Address: 2500 NE Sandy blvd. suite J Portland, OR 97206
- Only DMCA or other intellectual property rights-related notices should be sent to the copyright agent; any other communications sent to the copyright agent will be destroyed.
- Exclusion of Warranties.
- YOUR USE OF THE SITE AND SERVICE IS ENTIRELY AT YOUR OWN DISCRETION AND RISK. THE SITE, SERVICE AND PRODUCTS ARE FURNISHED TO YOU “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. FRQNCY, ON BEHALF OF ITSELF, AND ON BEHALF OF ITS PARENTS, AFFILIATES, SUBSIDIARIES, LICENSORS AND THIRD PARTY SERVICE PROVIDERS, AND FRQNCY’S AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS, (COLLECTIVELY, THE “FRQNCY PARTIES”): (A) EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT WARRANT THAT THE SERVICE, OR DATA PROVIDED THROUGH THE SERVICE, WILL MEET YOUR REQUIREMENTS, OR THAT ITS OPERATION WILL BE TIMELY, UNINTERRUPTED, SECURE, OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (C) DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF ITS ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SERVICE.
- THIS LIMITATION OF REMEDIES IS A PART OF THE BARGAIN BETWEEN YOU AND FRQNCY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FRQNCY OR ANY PERSON ON BEHALF OF FRQNCY SHALL CREATE A WARRANTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY.
- NOTHING IN THESE TERMS, THIS SECTION 10, OR SECTION 11 BELOW, SHALL EXCLUDE OR LIMIT FRQNCY’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
- Limitation of Liability.
- SUBJECT TO SECTION 10.4 ABOVE, IN NO EVENT WILL FRQNCY OR FRQNCY PARTIES BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO, THE USE, OR LOSS OF USE OF, THE SERVICE AND PRODUCTS, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SUBSEQUENT OR OTHER COMMERCIAL LOSS, OR FOR ANY OTHER REASON OF ANY KIND, WHETHER BASED ON CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF FRQNCY OR FRQNCY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- FRQNCY AND FRQNCY PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THE SITE, SERVICE OR PRODUCTS. IF, NOTWITHSTANDING THE FOREGOING, FRQNCY OR ONE OF FRQNCY PARTIES IS FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, FRQNCY OR THE RELEVANT FRQNCY PARTY’S TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY SHALL IN NO EVENT EXCEED THE GREATER OF (I) THE AMOUNT OF FEES ACTUALLY PAID BY YOU DURING THE ONE (1) YEAR PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO FRQNCY’S LIABILITY OR (II) $250.00.
- Indemnification & Release.
- You hereby agree to indemnify, defend and hold harmless FRQNCY and FRQNCY Parties (each an “Indemnified Party”), from and against any and all liability and costs (including, without limitation, attorneys’ fees and costs) incurred by the Indemnified Party(s) in connection with any actual or alleged claim arising out of: (a) your use of the Service; (b) any breach or alleged breach by you of these Terms; (c) any Feedback provided by you; (d) any breach or alleged breach by you of a third party’s rights, including, without limitation, any intellectual property, privacy or publicity rights; or (e) any damage caused by or alleged to have been caused by you to the Site or Service.
- Counsel you select for defense or settlement of a claim must be consented to by FRQNCY and/or the Indemnified Party(s) prior to counsel being engaged to represent you and FRQNCY and/or the Indemnified Party(s). You and your counsel will cooperate as fully as reasonably required, and provide such information as reasonably requested, by the Indemnified Party(s) in the defense or settlement of any claim. FRQNCY and/or the Indemnified Party(s) reserves the right, at its own expense, to assume the exclusive defense or settlement, and control of any matter otherwise subject to indemnification by you. You shall not in any event consent to any judgment, settlement, attachment, or lien, or any other act adverse to the interest of FRQNCY or any Indemnified Party(s) without the prior written consent of FRQNCY and/or the Indemnified Party(s).
- In the event that you have a dispute with any third party, including without limitation any other User, arising from or in connection with the use of the Site and/or Service, you hereby release, remise and forever discharge FRQNCY and its agents, directors, officers, employees, shareholders and all other related persons or entities from any and all manner of rights, complaints, demands, claims, causes of action, proceedings, obligations, liabilities, legal fees, costs, and disbursements of any nature whatsoever, whether known or unknown, which now or hereafter arise from, relate to, or are connected with such dispute or your use of the Site and/or Service. If you are a California resident, you hereby waive California civil code section 1542, which says: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” If you are a resident of a state other than California, you explicitly waive the terms and protections of any statute of your own state that has a similar import or intent.
- Changes to Service.
FRQNCY is constantly striving to provide the best possible experience for its Service users. You acknowledge and agree that the form and nature of the Service which FRQNCY currently provides may change from time-to-time without prior notice to you. Changes to the form and nature of the Service will be effective with respect to all versions of the Service. Examples of changes to the form and nature of the Service include, without limitation, changes to Fees and payment policies, security patches, additional functionality, reduced functionality, and other enhancements.
- Termination of Service.
- You may stop using the Service at any time by closing your User Account, or ceasing to use the Service.
- FRQNCY reserves the right in its sole discretion to cease or suspend providing all or any part of the Service immediately without any notice to you.
- Any of your obligations under these Terms which by their nature are intended to survive the termination of your use of the Service, shall continue to apply to you after you cease to use the Service.
- FRQNCY may notify the relevant law enforcement authorities or other third parties, of any illegal or other prohibited conduct by you, including, without limitation, your violation of these Terms or unauthorized use of the Site or Service
- Governing Law and Venue.
- These Terms will be construed and enforced in all respects in accordance with the laws of the state of Oregon, without reference to its choice of law rules. Except as set forth below in Section 15.2, the federal and state courts seated in Multnomah County, Oregon shall have sole and exclusive jurisdiction for all purposes in connection with any action or proceeding that arises from, or relates to, these Terms and you hereby irrevocably waive any objection to such exclusive jurisdiction; provided however, that FRQNCY may seek to enforce any judgment in its favor in any court of competent jurisdiction.
- Notwithstanding the foregoing, FRQNCY may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its proprietary and other rights. You agree that your breach of these Terms may result in immediate and irreparable damage to FRQNCY for which there is no adequate remedy at law.
- The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from these Terms, including, without limitation, application to the Site or Service. Furthermore, these Terms (including without limitation, the Site and Service) will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA.
- Any cause of action arising under these Terms must be commenced by you within one (1) year after the claim or cause of action arises.
- Third Party Web Sites.
- The Site and Service may provide links to other web sites that are not owned or operated by FRQNCY (“Third Party Web Sites”). FRQNCY provides these links to you as a convenience only, and FRQNCY does not verify, make any representations concerning, or take responsibility for, such Third Party Web Sites, or the products or services offered through such third party web sites, including, without limitation, the truthfulness, accuracy, quality, or completeness of the content of, or activities conducted on, such Third Party Web Sites. You should use your own independent judgment before accessing and using such Third Party Web Sites, or products or services offered through such third party web sites.
- Any reference on the Site, or through the Service, to any product, process, publication or service of any third party, by trade name, domain name, trademark, trade identity, service mark, logo, manufacturer or otherwise, does not constitute or imply FRQNCY’s endorsement or recommendation thereof, and your use of any Third Party Web Sites and third party product, process, publication, or service is entirely at your own risk.
- Miscellaneous Legal Terms.
- The failure of FRQNCY to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
- If any part of these Terms is held invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permissible so as to maintain the intent of these Terms, and the other parts will remain in full force and effect.
- Any notice or other communications by FRQNCY relating to the Service may be made by letter, e-mail or posting on the Site, and you hereby consent to receive notices and other communications in electronic form to the extent permitted by applicable law.
- These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties, except that each Indemnified Party shall be a third party beneficiary hereunder and accordingly, shall be entitled to directly enforce and rely upon any provision of these Terms that confers a right or remedy in favor of it.
- FRQNCY may assign or transfer its rights, or delegate any performance, under these Terms to a third party in its sole discretion. You may not assign or otherwise transfer your rights, or delegate your performance, under these Terms to any third party without in each and every case, FRQNCY’s express prior written consent.
- FRQNCY will not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of the common enemy, earthquake, pandemics, fire, flood or other acts of God, the elements, epidemics, labor conditions, power failures, and Internet disturbances.
- FRQNCY may take any legal action against you to enforce these Terms or to prevent the breach of these Terms, including, without limitation, seeking equitable remedies or using technical means at its disposal.
- You may not access the Service if you are a direct competitor of FRQNCY’s, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
© 2020 FRQNCY, Inc. All rights reserved.