Terms of Service
Last Updated: January 26, 2021
San Francisco Jazz Organization, a California nonprofit public benefit corporation (“SFJAZZ”, “we” or “us”) provides its members and others with access to its website (“Website”), software applications (“Apps”), the SFJAZZ Content (as defined in Section 5 below) and a variety of other services (collectively, the “Services”).
Please read the following terms and conditions (our “Terms of Service”) carefully. These Terms of Service constitute a legally-binding agreement that sets forth the terms and conditions for your use of the Website, Apps, Services and SFJAZZ Content (collectively, the “SFJAZZ Offerings”).
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING ANY OF THE SFJAZZ OFFERINGS, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. YOU ALSO AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE OR, IF YOU ARE NOT, THAT YOU HAVE OBTAINED PARENTAL OR GUARDIAN CONSENT TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE ANY OF THE SFJAZZ OFFERINGS, AND YOU AGREE TO MAKE NO SUCH ACCESS OR USE.
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 17 BELOW, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OF ANY KIND.
SFJAZZ reserves the right, in its absolute discretion, to modify, discontinue or terminate any or all of the SFJAZZ Offerings or to modify these Terms of Service, at any time. We may notify you of such changes by any reasonable means, including by posting the revised Terms of Service on our Website. The date of the most recent revision shall be noted at the beginning of these Terms of Service. By continuing to access or use the SFJAZZ Offerings after we have posted modified Terms of Service or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the SFJAZZ Offerings. Notwithstanding the preceding sentences of this paragraph, no revisions to these Terms of Service will apply to any dispute between you and SFJAZZ that arose prior to the date of such revision. These Terms of Service may only be modified in writing as set forth in this paragraph, and may not be modified orally.
2. Eligibility and Access
The Website and Apps are intended for, and may only be used by, individuals who can form legally binding contracts under applicable law. If you are under the age of 18, you affirm that you have obtained parental or guardian consent to enter into these Terms of Service.
Our Website provides information about SFJAZZ’s concerts, education programs and special events, and explains how you can become a member, contribute to our organization as a donor and view the SFJAZZ Content. You may browse the Website or use the Apps without registering for an account. You will be required to register for an account, however, to use certain features of the Website and Apps, such as becoming a member or purchasing a ticket or access to digital content. You hereby represent and warrant that you will provide accurate and complete registration information, and you also agree to maintain and update such information as needed.
Your account username and password are personal to you. You will be responsible for the confidentiality and use of your username and password, and for all activities (including purchases) that are conducted through your account. We will not be liable for any harm related to disclosure of your username or password or the use by anyone else of your username or password. You may not transfer or sell access to your account.
We may also allow you to create an account by logging in to your account for a third party social network or service (such as Facebook or Google). By accessing or using the SFJAZZ Offerings through a third party social network or service, you permit us to access certain information from such account for use in connection with the SFJAZZ Offerings. You may control the amount of information that is accessible to us by adjusting your account privacy settings for such account.
If you wish to terminate your account, you may do so by following the instructions in the FAQ section of the Website. We will delete your account information generally, but will retain certain information such as your database ID number, city, and zip code.
You must immediately notify us in writing if you discover any unauthorized use of your account or other account-related security breach. We may require you to change your username and/or password if we believe your account is no longer secure or if we receive a complaint that your username violates someone else's rights. We may refuse registration, cancel an account or deny access to the SFJAZZ Offerings for any reason.
5. SFJAZZ Content
Some SFJAZZ Content is made available to all users of the Website and Apps, and you may have access to additional SFJAZZ Content to the extent you purchase a membership or rent on-demand content. “SFJAZZ Content” means and includes on-demand (such as Full Concerts, Backstage: Making of Song), Livestreams (such as Alone Together and Fridays at Five), educational content, podcasts, online radio, editorial content, playlists and other concert recordings, as well as the Website and Apps, and all data, text, designs, pages, print screens, images, artwork, photographs, audio and video, and all HTML code, source code, or software that resides or is viewable or otherwise made available through the Website and Apps, and all tickets obtained through use of the Website and Apps. We may change the SFJAZZ Content and features of the SFJAZZ Offerings any time.
Subject to your compliance with these Terms of Service and your payment of any applicable fees, we grant you a limited, conditional, non-exclusive, non-transferable, non-sublicensable, revocable license to use and view the Website, Apps and the SFJAZZ Content on a personal device (e.g., computer, portable device or television) owned and controlled by you, solely for your own personal, non-commercial and private use as permitted by these Terms of Service if, as a condition precedent, you agree that you will not violate any of the Rules of Conduct set forth in Section 6 below. All rights in the SFJAZZ Content are owned by us and/or our featured artists, licensors or suppliers.
You may not use SFJAZZ Offerings in connection with a business or for the benefit of any other person or entity. You agree not to download, except to the extent expressly permitted and enabled through SFJAZZ’s functionality, or otherwise make any copies of any SFJAZZ Content. You further agree that you will not display (in whole or in part) any SFJAZZ Content as part of any public performance or display. The SFJAZZ Offerings are licensed, and not sold. We reserve the right to limit the number of devices with which you can access SFJAZZ Offerings. You understand that SFJAZZ Offerings may include and/or rely on a security framework using technology that protects digital information and imposes usage rules established by us and/or our licensors, and you hereby agree to abide by such usage rules. It is your responsibility to ascertain and obey all applicable local, state, federal and foreign laws regarding your access to and/or use of SFJAZZ Offerings.
Use of SFJAZZ Offerings requires one or more compatible devices, Internet access and certain software. Because use of SFJAZZ Offerings involves hardware, software and Internet access with sufficient bandwidth, your ability or inability to use SFJAZZ Offerings may be affected by the performance of such hardware, software or Internet access. High speed Internet access may be required in order to use some SFJAZZ Offerings. You acknowledge and agree that compliance with such system requirements, which may be changed from time to time in SFJAZZ’s absolute discretion, are your responsibility.
6. Rules of Conduct
In using the SFJAZZ Offerings, you agree to obey the law, respect the rights of others and avoid objectionable, defamatory or disruptive behavior. In addition, you will comply with the following “Rules of Conduct,” which we may update from time to time.
You agree not to do any of the following:
- Use the SFJAZZ Offerings for any commercial purpose or in any manner not permitted by these Terms of Service;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure that effectively controls access to, or the rights in, the SFJAZZ Offerings in any way including, without limitation, by manual or automatic device or process;
- "Frame" or "mirror" any part of the SFJAZZ Offerings;
- Reproduce, modify, display, publicly perform, distribute or create derivative works of the SFJAZZ Offerings;
- Submit any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature;
- Take any action that imposes or may impose (in our absolute discretion) an unreasonable or disproportionately large load on our infrastructure;
- Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the SFJAZZ Offerings, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the SFJAZZ Offerings;
- Remove any copyright, trademark or other proprietary rights notices contained on the SFJAZZ Offerings;
- Use any computer program, bot, robot, spider, offline reader, site search/retrieval application or other manual or automatic device, tool, or process to retrieve, index, data mine, or in any way reproduce or circumvent the security structure, navigational structure, or presentation of the SFJAZZ Offerings. Operators of public search engines may use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. We may revoke this exception at any time and require removal of archived materials gathered in the past;
- Use SFJAZZ’s name, trademarks, logo or other proprietary information without SFJAZZ’s express written consent;
- Use any meta tags or other hidden text or metadata utilizing a SFJAZZ trademark, logo URL or product name without SFJAZZ’s express written consent;
- Express or imply that you or any statements you make are endorsed by us, without our prior written consent;
- Impersonate any person or entity, including any of our (or our affiliates’) representatives; falsely state or otherwise misrepresent your affiliation with any person or entity;
- Use the SFJAZZ Offerings to advertise or offer to sell or buy any goods or services without our express prior written consent;
- Attempt to probe, scan or test the vulnerability of any SFJAZZ system or network or breach any security or authentication measures;
- Manipulate identifiers, including by forging headers, in order to disguise the origin of any posting that you submit;
- Interfere with, or attempt to interfere with, the access of any user, host or network connected to the Website or Apps;
- Use the SFJAZZ Offerings to do anything misleading, malicious or discriminatory;
- Violate any applicable law or regulation;
- Link to any portion of the Website other than the URL assigned to the home page of the Website;
- Use any automated software, ticket bot technology or other similar means to search for, reserve, or purchase tickets through the Website and Apps; for the avoidance of doubt, this specifically prohibits you from using automated ticket purchasing software on the Website and Apps, and prohibits you from circumventing any security measure, access control system, or other technological control or measure on the Website and Apps that is used to enforce posted event ticket purchasing limits or to maintain the integrity of posted online ticket purchasing order rules;
- Create a database by systematically downloading and storing all or any SFJAZZ Offerings;
- Access, reload, or refresh transactional event or ticketing pages, or make any other request to transactional servers, more than once during any three-second interval; or
- Request more than 500 pages of the Website in any 24-hour period, whether alone or with a group of individuals, by manual or automatic device or process.
SFJAZZ will have the right to investigate and take all appropriate legal action to prevent, stop or deter violations of any of the above. SFJAZZ may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service or the rights of any third party.
You acknowledge that SFJAZZ has no obligation to monitor your access to or use of the SFJAZZ Offerings, but has the right to do so for the purpose of operating the SFJAZZ Offerings, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. SFJAZZ reserves the right, at any time and without prior notice, to remove or disable access to any SFJAZZ Content that SFJAZZ, in its absolute discretion, considers to be in violation of these Terms of Service or otherwise harmful to the SFJAZZ Offerings.
We may terminate your use of the SFJAZZ Offerings for any conduct that we consider to be inappropriate, or for your breach of these Terms of Service, including the Rules of Conduct. We reserve the right to remove any content from the SFJAZZ Offerings at any time, for any reason.
We may make available the ability to purchase memberships and merchandise, make donations to SFJAZZ, SFJAZZ programs, artists, and other organizations, view or rent online performances and on-demand content, obtain tickets or access to in-person shows and events, and otherwise view or access the SFJAZZ Content through the Website and Apps (a "Transaction").
If you wish to make a Transaction, you may be asked to supply certain relevant information, which may include your credit card number and its expiration date, your billing address and your shipping information. You represent and warrant that you have the right to use any credit card that you submit in connection with a Transaction. All credit card transactions will be processed by a third-party payment processor. SFJAZZ does not process or store any credit card information that you choose to provide to our third-party payment processor. Verification of such information, however, may be required by our third-party payment processor prior to the acknowledgment or completion of any Transaction.
SFJAZZ reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any SFJAZZ Offering; to impose conditions on the honoring of any coupon, discount or similar promotion; to bar any user from making any Transaction; and to refuse to provide any user with any SFJAZZ Offering. You agree to pay all charges incurred by you or on your behalf through the SFJAZZ Offerings, at the prices in effect when such charges are incurred, including all shipping and handling charges. In addition, you are responsible for any taxes applicable to your Transactions.
Refunds and exchanges will be subject to SFJAZZ’s applicable refund and exchange policies available at: https://www.sfjazz.org/tickets/ticket-policies/. To the extent an SFJAZZ Offering may be subject to additional laws, rules or policies, you may be notified of such additional laws, rules or policies through the "shopping cart" functionality in the SFJAZZ Store.
8. Membership and Auto Renewal
If you purchase a membership, you will receive access to certain specified SFJAZZ Content as well as other benefits described on the Website for the duration of your selected membership (the “Term”), subject to these Terms of Service. Information about the different types of memberships we offer is available at the following link: https://www.sfjazz.org/membership.
Your credit card will be charged on the date you become a member. Memberships are priced based on your commitment to subscribe for the entire selected membership Term. Therefore, you will not receive any refund if you terminate your membership prior to the expiration date of the applicable Term.
If you purchase a membership that automatically renews, you may cancel the membership at any time before the end of the current Term and the cancellation will take effect at the end of the current Term. You will retain access to the SFJAZZ Content from the time you cancel until the end of the current Term, and will not receive a refund or credit for any remaining days in the current Term.
To cancel your membership, you may do any of the following: (i) for Members enrolled in automatic renewal, visit the My Membership section of your SFJAZZ.org Account, and select the opt-out option; (ii) send an email with your cancelation request to firstname.lastname@example.org; (iii) write to us at SFJAZZ Membership Department, 201 Franklin Street, San Francisco, CA 94102; or (iv) call us at (415) 283.0337.
If you purchase a membership that automatically renews, unless you cancel the membership or notify us of your decision to terminate your membership prior to expiration of the Term, your membership will automatically renew at the end of each Term for a new Term of the same duration as the prior Term. If your membership is on an annual Term, we will notify you at your designated email address at least ten (10) days prior to the end of the then-current annual Term so that you have an opportunity to elect not to renew.
If you purchase any automatically renewing membership, you agree our credit card processing service will charge the payment method on file on the first day of each renewal Term for the relevant membership at our then-current fees. If the payment method on file becomes invalid due to an expired credit card or other similar reason and we are unable to charge you on the next billing period, we reserve the right to suspend your access to any SFJAZZ Content until you update your payment method. If you fail to update your payment method within a reasonable amount of time, we may cancel your membership.
9. Rental Terms
If you rent SFJAZZ Content through the Website or Apps, you can view and/or listen as many times as you choose within the term limit. You will have a defined and limited period of time to access and view or listen to SFJAZZ Content that you rent, and the Term will be specifically defined on the Website and Apps.
10. Free Trials
11. Third Party Materials
You may be able to access, review, display or use third party services, resources, content or information (“Third Party Materials”) via the SFJAZZ Offerings. You acknowledge sole responsibility for, and assume all risk arising from, your access to, use of or reliance upon any such Third Party Materials. SFJAZZ claims no ownership interest in any Third Party Materials and expressly disclaims any liability concerning those materials. Your ability to access or link to Third Party Materials or third party services does not imply any endorsement by SFJAZZ of Third Party Materials or any such third party services. You acknowledge and agree that SFJAZZ: (a) is not responsible for the availability or accuracy of such Third Party Materials or the products or services on or available from such Third Party Materials; (b) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to, reliance on or use of such Third Party Materials; (c) does not undertake or assume any duty to monitor the SFJAZZ Offerings for inappropriate or unlawful content; and (d) does not make any promises to remove Third Party Materials from being accessed through the SFJAZZ Offerings. Notwithstanding the foregoing, SFJAZZ reserves the right to block or remove Third Party Materials at any time in SFJAZZ’s absolute discretion.
These Terms of Service do not authorize you to, and you may not, reproduce, distribute, publicly display, publicly perform, communicate to the public, make available, create derivative works of or otherwise use or exploit any Third Party Materials in violation of applicable copyright law, and the owners of such Third Party Materials may have the right to seek damages against you for any such violation.
YOUR USE OF THIRD PARTY MATERIALS IS AT YOUR OWN RISK AND MAY BE SUBJECT TO ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS (INCLUDING, WHERE APPLICABLE, THE TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS).
The SFJAZZ Offerings (including all text, audio, graphics, music, video, data, images, software, website appearances, design, interactive features and other materials made available through or in connection with the SFJAZZ Offerings) are protected by copyright, trademark and other laws of the United States and foreign countries. Except as expressly provided in these Terms of Service, SFJAZZ and its licensors exclusively own all right, title and interest in and to the SFJAZZ Offerings, including the registered and unregistered copyrights, trademarks, logos, and service marks displayed on the SFJAZZ Offerings and all associated intellectual property rights. You may not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the SFJAZZ Offerings. Nothing contained in this Agreement or on the Website and Apps should be construed as granting you any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner. You acknowledge that any use or reproduction of SFJAZZ Content or any trade names, trademarks, service marks or logos by you, except as expressly permitted herein, will result in irreparable damage and you hereby consent to the entry of injunctive relief against such use.
If you breach any of these Terms of Service, without limiting SFJAZZ’s other rights and remedies hereunder, SFJAZZ will have the right to suspend or disable your account or terminate your membership, at its absolute discretion and without prior notice. In the event SFJAZZ terminates these Terms of Service based on your breach, you will remain liable for all amounts due hereunder. Without limiting any other terms of these Terms of Service, you may stop using the SFJAZZ Offerings at any time.
After any termination, you understand and acknowledge that we will have no further obligation to provide the SFJAZZ Offerings and all licenses and other rights granted to you by these Terms of Service will immediately cease. SFJAZZ will not be liable to you or any third party for termination of the SFJAZZ Offerings or termination of your membership. Following termination of your account, we may retain an archived copy of your records as required by law or for legitimate business purposes.
Except as otherwise expressly set forth in these Terms of Service, following any termination or expiration of your membership or these Terms of Service, the following provisions shall survive and remain in full force and effect: Sections 3-6, 11, 12 and 14-30.
14. Disclaimers of Warranty
THE SFJAZZ OFFERINGS (INCLUDING, WITHOUT LIMITATION, THE WEBSITE, APPS, SERVICES AND SFJAZZ CONTENT) AND THIRD PARTY MATERIALS ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SFJAZZ EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SFJAZZ MAKES NO WARRANTY THAT THE SFJAZZ OFFERINGS OR THIRD PARTY MATERIALS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SFJAZZ OR THROUGH THE SFJAZZ OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
You agree to defend, indemnify, and hold SFJAZZ, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses and expenses, including without limitation reasonable legal and expert witness fees, arising out of or in any way connected with your access to or use of the SFJAZZ Offerings, or your violation of these Terms of Service.
16. Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SFJAZZ OFFERINGS (INCLUDING, WITHOUT LIMITATION, THE WEBSITE, APPS, SERVICES AND SFJAZZ CONTENT) REMAINS WITH YOU. NEITHER SFJAZZ NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SFJAZZ OFFERINGS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SFJAZZ OFFERINGS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SFJAZZ HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL SFJAZZ’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SFJAZZ OFFERINGS EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SFJAZZ AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
17. Disputation Resolution
Mandatory Arbitration. Please read this carefully. It affects your rights. YOU AND SFJAZZ AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR YOUR USE OF OR INABILITY TO USE THE SFJAZZ OFFERINGS (INCLUDING, WITHOUT LIMITATION, THE WEBSITE, APPS, SERVICES AND SFJAZZ CONTENT). Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.
Commencing Arbitration. A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to SFJAZZ, to you via any other method available to SFJAZZ, including via e-mail. The Notice to SFJAZZ should be addressed to: SFJAZZ Chief Financial Officer, 201 Franklin St., San Francisco, CA 94102 (the “Arbitration Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (the “Demand”). If you and SFJAZZ do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or SFJAZZ may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (the “Rules”), AS MODIFIED BY THIS AGREEMENT. The Rules and AAA forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. If you are required to pay a filing fee to commence an arbitration against SFJAZZ, then SFJAZZ will promptly reimburse you for your confirmed payment of the filing fee upon SFJAZZ’s receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000, in which case you are solely responsible for the payment of the filing fee.
Arbitration Proceeding. The arbitration shall be conducted in the English language. A single independent and impartial arbitrator shall be appointed pursuant to the Rules, as modified herein. You and SFJAZZ agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (a) the arbitration shall be conducted by telephone, video conference, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (b) the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
No Class Actions. YOU AND SFJAZZ AGREE THAT YOU AND SFJAZZ MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator shall issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim. The arbitrator shall apply the laws of the State of California in conducting the arbitration. You acknowledge that these terms and your use of the SFJAZZ Offerings evidences a transaction involving interstate commerce. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in these Terms of Service.
Governing Law. These Terms of Service and your use of the SFJAZZ Offerings shall be governed by the substantive laws of the State of California without reference to its choice or conflicts of law principles.
Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which SFJAZZ seeks a temporary restraining order or preliminary injunction to enjoin your breach of Section 5 or 6 of these Terms of Service. You acknowledge that, in the event of a breach of these Terms of Service by SFJAZZ or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against SFJAZZ and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in these Terms of Service.
Claims. You and SFJAZZ agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to these Terms of Service or the SFJAZZ Offerings, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
Improperly Filed Claims. All claims filed or brought contrary to this Dispute Resolution section shall be considered improperly filed. Should either you or SFJAZZ file a claim contrary to this Dispute Resolution section, the other party may recover reasonable attorneys’ fees and costs up to $5,000, unless such claim is withdrawn within thirty (30) days of receipt of notice that the claim was improperly filed.
18. Entire Agreement
These Terms of Service constitute the entire and exclusive understanding and agreement between SFJAZZ and you regarding the SFJAZZ Offerings, and these Terms of Service supersede and replace any and all prior oral or written understandings or agreements between SFJAZZ and you regarding the SFJAZZ Offerings.
You may not assign or transfer these Terms of Service, by operation of law or otherwise, without SFJAZZ’s prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null and of no effect. SFJAZZ may freely assign these Terms of Service. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors, and permitted assigns.
You consent to the use of: (a) electronic means to complete these Terms of Service and to deliver any notices or other communications permitted or required hereunder; and (b) electronic records to store information related to these Terms of Service or your use of the SFJAZZ Offerings. Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Service, will be in writing and given by SFJAZZ (x) via email if applicable (in each case to the address that you provide); or (y) by posting to the Website. For notices made by e-mail, the date of transmission will be deemed the date on which such notice is transmitted.
21. Copyright Enfringement Claims
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the SFJAZZ Offerings infringe your copyright, you (or your agent) may send to SFJAZZ a written notice by mail or e-mail requesting that SFJAZZ remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to SFJAZZ a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to SFJAZZ as follows: By mail to SFJAZZ Chief Financial Officer, 201 Franklin St., San Francisco, CA 94102; or by e-mail to email@example.com; or by phone at (415) 283-0341.
We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.
22. Information or Complaints
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the SFJAZZ Offerings, please send an e-mail to firstname.lastname@example.org. You may also contact us by writing to SFJAZZ Box Office, 201 Franklin St., San Francisco, CA 94102, or by calling us at (415) 788-7353. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available on the Internet by searching for “parental control protection.”
24. COVID-19 Warning
An inherent risk of exposure to COVID-19 exists in any place where people gather. COVID-19 is an extremely contagious disease that can lead to severe illness and death. You assume all risks, hazards, and dangers arising from or relating in any way to the risk of contracting COVID-19 or any other communicable disease or illness, or a bacteria, virus or other pathogen capable of causing a communicable disease or illness, whether occurring before, during, or after any in-person shows or events, however caused or contracted, and voluntarily waive all claims and potential claims against SFJAZZ and its affiliates relating to such risks.
25. Relationship of the Parties
Nothing contained in these Terms of Service shall be deemed or construed as creating a joint venture, partnership, agency, employment or fiduciary relationship between the parties. Neither party nor their agents have any authority of any kind to bind the other party in any respect whatsoever, and the relationship of the parties is, and at all times shall continue to be, that of independent contractors.
The SFJAZZ Offerings hereunder are offered by SFJAZZ located at 201 Franklin St., San Francisco, CA 94102. You may contact us by sending correspondence to the foregoing address or by emailing us at email@example.com. If you are a California resident, you may have these Terms of Service mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms of Service.
27. International Access
We control and operate the SFJAZZ Offerings from offices located in the United States, and making the SFJAZZ Offerings available is not intended to subject SFJAZZ to any non-U.S. jurisdiction or law. Although the SFJAZZ Offerings may be accessed from countries other than the United States, we make no representations or warranties that the SFJAZZ Offerings are appropriate for use or access in other locations. If you access and use the SFJAZZ Offerings outside the United States, you do so on your own initiative and at your own risk, and you are responsible for complying with United States and your local laws and regulations, if and to the extent such laws are applicable. We may limit the SFJAZZ Offerings' availability at any time, in whole or in part, to any person, geographic area or jurisdiction in our absolute discretion.
These Terms of Service shall not be modified except in a writing, signed by both parties, or by a change to these Terms of Service made by SFJAZZ as authorized in these Terms of Service. The heading references used in these Terms of Service are for convenience purposes only, do not constitute a part of these Terms of Service, and shall not be deemed to limit or affect any of the provisions hereof. The failure of SFJAZZ to enforce any right or provision of these Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of SFJAZZ. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Service will remain in full force and effect. There are no third-party beneficiaries of these Terms of Service unless provided expressly by this agreement.All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term "including" or variations thereof in these Terms of Service shall be construed as if followed by the phrase "without limitation." SFJAZZ will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.
29. Text Notifications
SFJAZZ may offer notifications in the form of text messages that you have the option of opting into. By providing your mobile number, you agree that SFJAZZ and its third-party service provider, Simple Texting, may send you periodic SMS or MMS messages containing but not limited to important information, updates, deals, and specials. Though SimpleTexting will never charge you for the text messages you receive, depending on your phone plan, you may see some charges from your mobile provider. Please reach out to your wireless provider if you have questions about your text or data plan. You will receive up to 4 messages per month. You may unsubscribe at any time by texting the word STOP to 555888. You may receive a subsequent message confirming your opt-out request. For help, send the word HELP to 555888. United States Participating Carriers include AT&T, T-Mobile®, Verizon Wireless, Sprint, Boost, U.S. Cellular®, MetroPCS®, InterOp, Cellcom, C Spire Wireless, Cricket, Virgin Mobile and others. Neither SFJAZZ nor your carrier is liable for delayed or undelivered messages. You agree to notify us of any changes to your mobile number and update your account with us to reflect this change. Data obtained from you in connection with this SMS service may include your cell phone number, your carrier’s name, and the date, time and content of your messages, as well as other information that you provide. We may use this information to contact you and to provide the services you request from us. You acknowledge and agree that we will have the right to change and/or terminate the text notification service at any time, with or without cause and/or advance notice.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the SFJAZZ Offerings (“Feedback”). You may submit Feedback by emailing us at firstname.lastname@example.org. You acknowledge and agree that all Feedback will be the sole and exclusive property of SFJAZZ and you hereby irrevocably assign and shall assign to SFJAZZ all of your right, title, and interest in and to all Feedback, including without limitation, all worldwide patent, copyright, trademark and other proprietary or intellectual property rights. At SFJAZZ’s request and expense, you will execute documents and take such further acts as SFJAZZ may reasonably request to assist SFJAZZ to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.