Terms of Service

Applicability

These Terms of Service (the “Agreement”) apply to users of TheResonantProject.com, ResonantApp.com and The Resonant Mobile Application (the “Network”) who have created an account on the Network and who receive Services (as defined below) from the Network through the use of a client portal reached by clicking on the “Sign In” button within the Network (the “Portal”).

Acceptance of the Terms of Service

These Terms of Service are entered into by and between you and Resonant (“Company”, “we” or “us ”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Service”), govern your access to and use of the Services, including any content offered on or through the Portal, if part of such Services. “You” or “you” as used in these Terms of Service means either, and as applicable:

If you are an individual artist operating as a sole proprietorship or other unincorporated association, including as a member of a group of artists i.e. A band or group performance, agent or manager working on behalf of the group or any other member that would be considered or working on behalf of the group or individual (the “Artist”) not formed as a legally separate entity such as a corporation or limited liability company (each an “Entity”), or you and each other member of your Artist if organized as an Entity. If “you” refers to an Entity, then you represent and warrant that you have the due and full authority to enter into this Agreement on behalf of all members of the Artist and acknowledge on your behalf and theirs that these Terms of Service are binding and enforceable against each member of the Artist.
If you are an individual Venue Owner, Talent Scout, Booking Manager, operating as a sole proprietorship or other incorporated or unincorporated association, including as a member of a group i.e. staff members (“Venue”) not formed as a legally separate entity such as a corporation or limited liability company (each an “Entity”), or (ii) you and each other member of your Venue if organized as an Entity. If “you” refers to an Entity, then you represent and warrant that you have the due and full authority to enter into this Agreement on behalf of all members of the Venue and acknowledge on your behalf and theirs that these Terms of Service are binding and enforceable against each member of the Venue.
If you are an Audience Member (the "Audience") then you represent and warrant that you have the due and full authority to enter into this Agreement and acknowledge on your behalf that these Terms of Service are binding and enforceable against you.

Please read these Terms of Service carefully before you start to use the Portal or to receive or make use of any Services. By creating an account on the Network, or using the Services, you accept and agree to be bound and abide by these Terms of Service. Each time you access or use the Network, you are also subject to and agreeing to be bound by the Terms of Use posted thereon. If a conflict arises between the Terms of Use or Privacy Policy posted to the Website and the terms of this Agreement, the terms of this Agreement shall control.

Changes to the Terms of Service

We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them.

Your continued use of the Portal or receipt of Services following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Services

Profile Creation

After creating an account on the Network, you will be considered a ("User") and will be provided with access to the Portal, where you may:

(i) Create a personalized profile for yourself (the “Audience Member Profile”)
(ii) Select which genres of entertainment are most appealing to you individually
(iii) Make use of communication tools such as personal bio sections, and make posts to your personal social feeds
(iv) Upload additional photos to your gallery
(v) Select industry-related roles that apply to you, i.e., guitarist, photographer, manager, etc.

In addition to Audience Members Profiles, you will have the ability to create or join subsequent Layer 2 Profiles ("L2") as defined and described below as options (A) & (B). If a User decides to create or join a L2, they will then have the option to switch between the L2 and their Audience Member Profile by selecting the Profile Avatar and selecting which profile they will be viewing and posting as if permissions to be seen as a L2 avatar have been granted. Users will have the ability to create or join multiple L2 accounts.

(A) Artist Profiles

Users can create a personalized profile for themselves or a group as a Performing Artist, Band, Act, etc. (the “Artist Profile”). Users will be able to create or join multiple Artist Profiles.

Once a User has decided to create an Artist Profile, the User will be instructed to edit their profile's landing page ("EPK") and may:

(i) Select which genres of entertainment the Artist Profile conducts within
(ii) Upload a profile avatar photo
(iii) Upload a profile banner photo or video
(iv) Upload additional photos to the profile gallery
(v) Upload promo videos to the profile gallery
(vi) Make use of communication tools such as an Artist Bio section
(vii) Connect the account to the Artist's Spotify Page, allowing the Spotify widget to play the Artist's most popular single when accessing the Artist Profile
(viii) Connect other social media accounts to the EPK, allowing other users to view follower analytics per linked account, connect on different Social Media Accounts, and ease event sharing
(ix) Invite other Users via their Audience Member accounts to join the Artist Profile
(x) Apply roles to members of the Artist Profile

In addition to the EPK, Users will also be directed to create a second page for the Artist Profiles known as the "Community Page." Community Pages are where Users can:

(i) Create funding awareness where other Users can contribute towards a financial marker that Artists are trying to reach
(ii) Make posts to the Artist's Social feed
(iii) Post photos and videos to the community gallery
(iv) Post merch for sale

(B) Venue Profiles

Users can create a personalized profile for themselves as a Venue Owner, Manager, Agent, etc. (the “Venue Profile”). Prior to creating a Venue Profile, Users must confirm that they have the authority to create such pages on the Venue's behalf and confirm the physical address of the business. No more than one Venue may exist per physical address. Once Users have verified their credentials per the venue, they may begin Profile creation by:

(i) Selecting which genres of entertainment are performed at the Venue
(ii) Upload a profile avatar photo
(iii) Upload a profile banner photo or video
(iv) Upload additional photos or videos to the profile gallery
(v) Make use of communication tools such as a Venue Bio section
(vi) Connect other social media accounts to the Venue Profile
(vii) List items of food and drink for sale on the Venue Menu
(viii) Post merch for sale
(ix) List days and hours of operation
(x) Invite other Users via their Audience Member accounts to join the Venue Profile
(xi) Apply roles to members of the Venue Profile

All Profile Pages will have the ability to be design-customized. Customization abilities will include, but not be limited to altering:

(i) Colors
(ii) Fonts
(iii) Section layouts

Booking

We offer booking portals available on all L2 profiles, only accessible by corresponding L2 accounts. All booking opportunities will be subject to a negotiation process requiring confirmation by both parties seeking an agreement. W2 filing will be required for all Artists at the request of a Venue. Additional documents may also be requested by the Venue, which may include but are not limited to:

(i) Stage plots
(ii) Equipment lists
(iii) Setlists

All agreements made between the Artists and Venues are the sole responsibility of the parties involved. We hold no responsibility to enforce agreements made.

Ticketing

Promotion services and related features may include:

(i) Adding and removing design features at any time
(ii) Providing analytical tools to be used by certain parties while conducting business through the Network

Your Content

You are responsible for Your Content, including for uploading it to your Profile. You are also responsible for ensuring that Your Content is legally obtained. “Your Content” includes:

(i) Contact information for your Artist and Venue Profile and all associated information about businesses
(ii) Your files, such as your photos and videos
(iii) Information about you and your products or services
(iv) Your calendar information as maintained on the Network
(v) Your promo material prepared on and sent through the Network
(vi) Your messages to and from Users on your Profile
(vii) Information about your products sold through the Network's e-commerce operations
(viii) Your trademarks and service marks
(ix) Information about your activities on social media linked to or visible from your Profile

We do not actively monitor Your Content. However, we reserve the right to remove or refuse to distribute any of Your Content that breaches our policies, and to terminate your rights to use the Services. We also reserve the right to access, read, preserve, and disclose any information we reasonably believe is necessary to:

(i) Satisfy any applicable law, regulation, legal process, or governmental request
(ii) Enforce these Terms of Service
(iii) Detect, prevent, or address fraud, security, or technical issues
(iv) Respond to support requests
(v) Protect the rights, property, or safety of users and the public

Additional Features

You may have the ability to engage advertising partners and have those partners serve ads to your Users via your Profile, and to have them provide certain search engine optimization and search engine marketing tools. The Network may also allow you to select from several website analytics services, should you wish to use them. If you use any of these third party tools or services, you represent that such activities are undertaken at your own risk. These third-party tools and services are provided as a convenience only, and it is your responsibility to understand when, where, or how their use is appropriate and legal.

You have the ability to post legal terms and conditions, and to post privacy notices or policies, on your Profile. It is advisable to engage legal counsel to advise you on whether such notices or terms are necessary, and what information and disclosures those terms or policies/notices should contain.

You may be able to integrate some features of your Profile with social media, such as Facebook and Instagram. When doing so, you acknowledge and agree that the terms of use or service of those social media sites apply to such integrations and to any information you send or receive from such sites. Please review those terms carefully before installing any such features or integrating any data between your Profile and those sites. We are not responsible for your use of these social media integrations or any data that you share with such third-party platforms. You acknowledge and agree that you use the social media integration tools at your own risk, and you release us from all liability arising from your use of such sites.

Compliance with Laws

We agree to comply with all applicable United States and Canadian laws in our performance of the Services. We also agree to comply with the requirements of the Payment Card Industry Data Security Standard (“PCI Requirements”), as applicable to us, which is designed to protect credit card information from unauthorized disclosure, theft, or loss. For the protection of your Profile invitees making purchases on the Network, we will contractually obligate all payment processors we have control over to process credit card transactions on your behalf in compliance with PCI Requirements.

You agree to comply with all applicable laws in your use of the Network and in your interactions with visitors to your Profile, including providing all required notices (e.g., posting a privacy policy which informs about what information you collect from your invitees, and how you use such information), and complying with all other privacy and data security laws.

Updates and Upgrades

From time to time, we may develop updates or implement enhancements or other changes to the Network. We will also modify the back-end software that runs the Network periodically. You specifically grant us permission to do this whenever we push an update, upgrade, bug fix, or patch to all customers similarly situated to you. Occasionally, this will require the Network to be unavailable to you or your visitors for a brief period of time. We apologize for the inconvenience, but regular maintenance is necessary to maintain the Network's performance over time.

E-commerce on Resonant

The Services include the option for you to sell goods and services directly to users on your Profile. Resonant provides the platform for sales, but all transactions occur through our third-party payment processors, PayPal or Stripe. All transactions are subject to the terms and conditions of PayPal or Stripe, as applicable, and you must have a PayPal or Stripe account independent of your account with us to accept payments.

Resonant is not responsible for, and does not have access to, any aspect of transactions that happen on our platform aside from the items included in a specified transaction.

By using any e-commerce components of the Services, you agree not to sell products that, in our discretion:

Infringe or potentially infringe on the copyrights of another person;
Constitute illegal or potentially illegal products;
Are offensive, violent, pornographic, or otherwise deemed inappropriate.

We reserve the right to disable or remove any products that violate the terms of this Agreement without warning.

Your Additional Obligations

In addition to any other obligations you have under this Agreement, you agree that you will:

Maintain an active email account on record with us at all times;
Maintain your own devices and resources to access the public Internet;
Protect the confidentiality of your login credentials and ensure that nobody other than you uses them;
Not use anyone else’s login credentials;
Not sell, resell, rent, or lease the Services or the Profile, or use it as a service bureau, except that users may see your content and purchase your products and services as you make them available;
Not impersonate any person or group on the Network;
Not use your Profile to store or transmit infringing, libelous, unlawful, or tortious material, or to store or transmit material that violates third-party privacy rights;
Not use profanity, obscenity, racist terms, or other offensive language on your Band Site;
Not use your Profile to store or transmit harmful code, including viruses, worms, Trojan horses, or other malicious scripts or programs;
Not interfere with or disrupt the integrity or performance of our systems or networks or those maintained on our behalf;
Not copy, frame, or mirror any part of the Network’s content;
Not attempt to obtain a copy of, disassemble, reverse-engineer, or decompile the Network or any part of it;
Not upload, post, transmit, or make available any material that interferes with or disrupts the Network’s services, or that probes, scans, or tests the vulnerability of any system or network;
Not attempt to breach or circumvent any security or authentication measures;
Not attempt to gain unauthorized access to any systems, hardware, software, or networks maintained by or on behalf of Resonant;
Not download, copy, publish, or distribute any copyrighted or protected materials on the Network without written permission from the owner of such materials;
Not engage in denial-of-service attacks.

Fees and Payment

You agree to Resonant service fees, including but not limited to:

A 3% ticket purchase fee
A 3% contracting fee
A 5% merchandising fee
Any other fees that are publicly displayed for using payable features on the Resonant Network.

These fees are applicable when utilizing specific features on the Network that require payment. The Company reserves the right to modify the fee structure with notice to users. Continued use of payable features following such modifications constitutes acceptance of the updated fee structure.

Proprietary Rights

Our network, and its entire contents, features, and functionality, including all trademarks, business names, information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof, but excluding Your Content (collectively, “Our Content”), are owned by the Company, its affiliates, their respective licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

We hereby grant to you, throughout the Term only, a worldwide (except in countries which are subject to legal restriction or embargo), limited, non-exclusive, non-transferable (except as permitted herein), non-assignable (except as permitted herein) license for (i) you and your users to access and view your individual profiles located thereon, and (ii) for you to make use of the Services as it pertains to your profile as contemplated in the Documentation, provided you do so for your own purposes and not for the benefit of any third parties (except as otherwise specifically permitted herein or in the Documentation).

As between you and us, you exclusively own all right, title and interest in and to all Your Content. You hereby grant to us, our affiliates and our service providers a non-exclusive, non-transferrable (except as permitted herein), non-sublicensable (except as needed for our service providers to assist us in performing the Services), limited, revocable license, solely for the Term, to access, store, process, transmit, distribute and publish Your Content solely as required in order to provide Services hereunder.

You agree that we and our affiliates and service providers are permitted to collect, access, process, store, and use in perpetuity (i) any technical, aggregated information, including any information which may be attributable to any particular users to your profile or to you (but not any information which may be considered personally identifiable information); (ii) information pertaining to how the profile is browsed and searched, such as which features are used the most or are popular for some types of users; and (iii) all sales amounts processed through the network (but not to whom such sales were made); provided we do so solely to evaluate features of our network and your and other profiles, and for the purpose of improving our services.

You understand and agree that the network contains third party materials and services. Those materials and services are licensed to you solely for use on the network as contemplated in the Documentation and only for so long as the owners of such materials and services permit us to make them available to you. You acknowledge and agree that if the owner of such materials or services terminates our license or right to make them available to you, they will be removed from the network, and you accept this risk.

The Services are licensed, not sold. Except for the limited rights expressly granted by each of the parties hereunder, no other rights are granted. All rights not specifically granted herein are otherwise reserved.

Each party agrees to refrain from any use or registration of the trademarks of the other party, or of any confusingly similar marks, except with respect to any trademarks included within the network which you upload (in which case you grant to us a limited license to display, publish, and process such trademark as part of Your Content). If you add your name to our network as a display name, you also grant us a right to use your name on such list, and to display, publish, and process your name as you entered it in furtherance of our business.

Term and Termination

The term of this Agreement begins on the day you sign up by creating an account on our network (the “Effective Date”). This Agreement will continue in effect until either party terminates pursuant to the terms of this Agreement (the “Term”).

You may terminate this Agreement at any time. To do so, you must click the "Cancel" link in the "Account" section of the network (which may be labeled as your “settings” within the menu), which you will find after signing into the network. Cancellation requests by email or live chat will not be accepted.

We may terminate your access to the network and use of any Services immediately (i) if you breach any provision of this Agreement, (ii) if you fail to pay recurring fees when due, (iii) if we lose any right or license required for us to make the Services of the network available to you, (iv) if we cease providing Services to our general customer base or we make material modifications to the Services; (v) if required to do so by law, or due to a change in applicable law; (vi) if you violate the law or these Terms of Service; or (vii) if unexpected technical, security or legal issues or problems arise.

Upon termination of this Agreement for any reason, (i) you will lose the right to access the network, (ii) we will promptly delete your profile and all of Your Content, except as required by law, and (iii) you must pay any outstanding amounts you owe us for use of Services throughout the Term. Please plan your cancellation of this Agreement accordingly.

Provisions of this Agreement dealing with confidentiality, representations or warranties, indemnities, limits on liability and any provisions set forth in the “Miscellaneous” Section below shall survive termination of this Agreement.

Confidential Information

Each party (the “disclosing party”) may disclose to the other party (the “receiving party”), Confidential Information during the course of performance under this Agreement. “Confidential Information” means any data, files, content, copy, materials and information which is not public and which is disclosed by the disclosing party or on such person’s behalf, to the receiving party or an affiliate or service provider of such party, either directly or indirectly, in writing (including electronically) or orally, and which a reasonable person should understand, based on the content or means of disclosure, to be confidential or proprietary. Your Content shall be considered your Confidential Information. Our network content, network look and feel, the profile skins and their look and feel, and all graphic and other elements of our network and (excluding any which you uploaded to the profile), our business methods, pricing models and methodologies, and business processes, shall be considered our Confidential Information.

The receiving party will: (i) hold the disclosing party’s Confidential Information in confidence and use reasonable care to protect the same; (ii) restrict disclosure of the other party’s Confidential Information to those of its affiliates, employees, service providers or agents with a need to know such information and who are under a duty of confidentiality respecting the protection of such Confidential Information; and (iii) use the other party’s Confidential Information only for the purposes for which it was disclosed, or as otherwise permitted herein or pursuant to instructions from the disclosing party.

The above restrictions will not apply to Confidential Information to the extent it (i) is, or through no fault of the recipient has become, generally available to the public; (ii) was lawfully received by the receiving party from a third party without such restrictions and if such third party was not subject to a duty of confidentiality when it received the information; (iii) was known to the receiving party prior to receipt from the disclosing party, if it received such information not subject to a duty of confidentiality; or (iv) was independently developed by the receiving party without breach of this Agreement or access to, reference or use of the Confidential Information of the other party.

The receiving party may disclose Confidential Information to the extent the disclosure is required by law, regulation, or judicial order, provided that the receiving party will provide to the disclosing party prompt notice, where permitted by law, of such order and will assist the disclosing party in its efforts to contest or limit any required disclosure.

Data Security

It is your responsibility to comply with your obligations under applicable data protection laws when collecting, handling, uploading and processing personal data of your profile users. In addition, as part of the Services hereunder, we will ensure that we and our service providers: (i) use commercially reasonable data security procedures and controls designed to protect Your Content from unauthorized use, loss, disclosure, theft or compromise.

If there is any theft, loss, loss of control over, access or discovery by or disclosure to a third party, or other event that results in an unauthorized third party obtaining access to, viewing, copying, transferring, transmitting, displaying, preventing authorized access to, or coming to control of any of Your Content (each such event, a “Breach”), and if such Breach occurs as a result of any action or inaction of ours or our service providers or from our systems, devices or networks, then we will, at our own expense (a) give you notice of such Breach as quickly as is commercially feasible for us to do so after becoming aware of such a Breach; (b) give you reasonably available information pertaining to such Breach, and where and how it occurred; (c) give you available information pertaining to Your Content that was lost, stolen, accessed, discovered, rendered inaccessible or disclosed; (d) perform forensic investigations and audits as reasonably required to identify the root cause and reasons for the Breach; (e) reasonably mitigate the effects of the Breach as promptly as is commercially feasible; and (f) take all corrective actions necessary to prevent the Breach from re-occurring.

Representations and Warranties

Each party represents and warrants to the other that: (i) it is duly organized and validly existing in the state of its organization or formation and that it has full power and authority to enter into and perform its obligations pursuant to this Agreement in accordance with its terms; (ii) this Agreement represents a binding and enforceable obligation of such party.

You represent and warrant that (i) Your Content does not infringe or misappropriate any rights of third parties; (ii) you have all rights, consents, or other permission necessary to upload Your Content to the network, and to collect, process, store, and use Your Content, including when using any communications or marketing tools made available through the network (e.g., when sending newsletters, when communicating with users to the profile in blogs or other areas of the network, when sending them emails, when using analytics tools made available to you on the network, when selling merchandise, when selling tickets, when disclosing information about concerts and events to users of the network, etc.); (iii) you have obtained all consents, rights and permissions necessary to allow the Company and its service providers to access, use, host, collect, store, process and manipulate Your Content as required to provide the Services and pursuant to your instructions; and (iv) you are of legal age to execute contracts, and you have the right to bind all members of your profile group, to the extent you are not a solo artist.

YOU ACKNOWLEDGE AND AGREE THAT, EXCEPT AS OTHERWISE STATED HEREIN, WE DISCLAIM ALL WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES, AND SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WE DO NOT WARRANT THAT THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE.

EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, THE SERVICES (INCLUDING YOUR PROFILE), OUR CONTENT AND THE DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

Indemnification

Each party hereby agrees to defend, indemnify and hold harmless the other party from and against any action, claim, proceeding, law suit, demand, loss or expenses (including reasonable attorney’s fees and legal costs and expenses) arising or resulting from such party’s breach of its specific warranties herein.

We will defend, indemnify and hold you harmless from and against any action, claim, proceeding, law suit, demand, loss or expense (including reasonable attorney’s fees and legal costs and expenses) brought by a third party to the extent that the action is based upon a claim that our Services, Our Content or the Documentation (collectively, “Offerings”), or any portion thereof, infringes or misappropriates any U.S. or Canadian intellectual property rights of such third party. In addition, if the Offerings, or any part thereof, becomes, or in our reasonable opinion is likely to become, the subject of an infringement or misappropriation claim, we may, at our sole option and expense, either (i) procure for you the right to continue using the affected item, or (ii) modify the affected item so that it becomes non-infringing/not misappropriating. If none of the above options are reasonably available, we may terminate this Agreement or remove the feature or portion of the Offerings which is subject to the claim or possible claim.

Notwithstanding the foregoing, we shall have no liability for infringement or misappropriation under this section, if the alleged infringement or misappropriation arises directly from (i) the integration of the Offerings with other equipment or software that were not provided by us or reasonably foreseeable to be used in combination with or to be integrated with the Offerings, and if the infringement would not have occurred absent such integration; (ii) modifications made to the Offerings without our prior written consent; or (iii) use of the Offerings other than as contemplated hereunder, if such action would have been avoided but for such use, modification or combination.

You agree to defend, indemnify and hold harmless us, our affiliates and service providers, and all officers, directors, members or employees of any of the foregoing, from and against any action, claim, proceeding, law suit, demand, loss or expenses (including reasonable attorney’s fees and legal costs and expenses) arising or resulting from (i) your use of ads and other additional features available on your profile; (ii) your activities in marketing or promotion of your goods or services to viewers of your profile, including with respect to all communications you initiate and receive through the use of the network; and/or (iii) any challenge or claim relating to your profile.

The party seeking indemnity pursuant to this section will promptly notify the party indemnifying in writing of the claim, and will grant the indemnifying party sole control of the selection of counsel, defense, and settlement of the claim. The indemnifying party will pursue defense or prosecution of all claims in a diligent manner. The indemnified party hereunder agrees to provide the indemnifying party with reasonable assistance, information required for the defense and settlement of the claim; provided, however, that the indemnifying party may not settle a claim in a manner that is adverse to the indemnified party or if such settlement requires acknowledging liability or wrongdoing by the indemnified party without such indemnified party’s prior written consent.

Limitation on Liability

UNDER NO CIRCUMSTANCES WILL WE OR OUR AFFILIATES OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THE SERVICES, (II) PROPERTY DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES, (III) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE NETWORK OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES, OR (IV) ANY LOSS OR CORRUPTION OF DATA. THESE LIMITATIONS SHALL APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY DOLLARS ($50) OR (B) AMOUNTS PAID BY YOU TO US IN THE PRIOR 12 MONTHS (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY APPLICABLE LAW.

Miscellaneous

Assignment

You may not assign this Agreement or any of your rights or obligations hereunder, in whole or in part, without our prior written consent.

Subcontracting

We may subcontract any portion of the Services hereunder. You specifically consent to this arrangement. To the extent our subcontractors or service providers are subject to European data protection laws, we will bind them to contracts pursuant to which they will be required to comply with European laws applicable to the services they perform for us.

Notices

We may send you notices through the network or via email. You must send us notices by contacting us via email at team@theresonantproject.com, or by sending us notices at the following address:
Resonant
(physical address)

Severability

If any provision of this Agreement is held to be unenforceable, illegal, or void, that shall not affect the enforceability of the remaining provisions.

Waiver

The delay or failure of either party to exercise any right provided in this Agreement shall not be deemed a waiver.

Injunctive Relief

Notwithstanding anything else to the contrary herein, either party may seek injunctive relief in a court of competent jurisdiction without the posting of a bond.

Force Majeure

Neither party will be liable for any delay or failure to perform obligations under this Agreement due to any cause beyond its reasonable control, including acts of God; earthquakes, storms, or other elements of nature; blockages; embargoes; riots; acts or orders of government; acts of terrorism; and war.

Construction

Paragraph headings are for convenience and shall have no effect on interpretation.

Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of the State of Colorado, without regard to any conflict of laws provisions, except that the United Nations Convention on the International Sale of Goods and the provisions of the Uniform Computer Information Transactions Act shall not apply to this Agreement. Any dispute, controversy or claim arising out of or relating in any way to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be exclusively resolved by binding arbitration in the City of Fort Collins. The arbitration shall be binding with no right of appeal. The arbitration shall be conducted pursuant to the rules of the American Arbitration Association. There shall be one arbitrator selected by agreement of the parties, or if the parties fail to agree, by the American Arbitration Association. The costs of arbitration, including the arbitrator’s fees, shall be borne equally by the parties to the arbitration, unless otherwise ordered by the arbitrator or agreed upon by the parties. The parties to this agreement further agree to abide by any award rendered by the arbitrator. Judgment on the award rendered by the arbitrator may otherwise be entered in any court having jurisdiction thereof.

Third Party Rights

Other than as expressly provided herein, this Agreement does not create any rights for any person who is not a signatory to it, and no person not a signatory to this Agreement may enforce any of its terms or rely on an exclusion or limitation contained in it.

Independent Contractors

The parties are independent contractors, and this Agreement creates no relationship of principal and agent, partner, joint venture, employer-employee or other similar arrangement. Neither party is an agent of the other, and each party agrees that it will not represent itself to be an agent of the other party or attempt to create any obligation or make any representation on behalf of or in the name of the other party.