NightmareFactoryNC.COM TERMS AND CONDITIONS OF USE
THIS TERMS AND CONDITIONS OF USE AGREEMENT ("TCU" or "Agreement") is made by and between Silent Edge Entertainment LLC, a North Carolina company, with a principal place of business at PO Box 273, Havelock, NC, 28532.
In this Agreement, the following words and expressions shall have the following meanings:
"Company," "Silent Edge," "We," "Nightmare Factory," "Us," or "Our" means Silent Edge Entertainment LLC.
“You” and "your" means you the user of Silent Edge services..
The website located at http://www.nightmarefactorync.com/.
Your website, as specified in your registration form is your on-line link operated by you and from which you will provide a link to our website (http://www.nightmarefactorync.com).>
SPECIAL NOTE: This Agreement, which may be updated from time-to-time at Our sole discretion.
You hereby agree as follows:
- License. Subject to the terms and conditions set forth in this Agreement, We agree to provide You with access and use of Our site.
- Payment. You agree to pay us for the Services at the prices or as otherwise provided in the Event Service Agreement and Price Lists on our web site. You agree to pay all taxes, surcharges, assessments, and other fees that are related to the Service.
- Accessibility. You understand and agree that the site may, at times, be inaccessible or inoperable for any reason, including, but not limited to: (i) equipment or communications malfunctions; (ii) periodic maintenance, repairs, or administrative reviews which We may undertake from time-to-time; or (iii) causes beyond Our control or which are not reasonably foreseeable by Us.
- Equipment. You shall be solely responsible for providing, maintaining, and ensuring compatibility with the site, all hardware, software, electrical, and other physical requirements for Your use of Our site, including, but not limited to, telecommunications and internet access connections and links, web browsers or other equipment, and programs or services required to access and use the site.
- Proprietary Rights. All or portions of this site are proprietary to Us and are protected by intellectual property laws and/or treaties, including, but not limited to, copyright, trademark, service mark, and patent laws. You agree to use this site for your own personal use only and shall not copy, duplicate, display, transmit, distribute, modify, or prepare derivative works for any other purpose unless We give You express written permission to do so.
- No Redistribution or Resale. You agree not to reproduce, duplicate, copy, sell, resell, lease, distribute, redistribute, or exploit for any commercial purposes, any portion of the site, its use, or any access to it.
- No Interference. You agree that You shall not use, implement, or employ, or directly or indirectly aid, encourage, or solicit anyone else from using, implementing, or employing any automated or manual device, process, or program (e.g. robot, spider, spyware, etc.) designed to monitor, observe, track, gather, copy, or transmit any of the content or user information contained on Our site without Our express written permission. You further agree that You shall not use, implement, or employ, or directly or indirectly aid, encourage, or solicit anyone else from using, implementing, or employing any automated or manual device, process, or program that interferes or attempts to interfere with the operation of Our site.
- Linking and Framing. You agree not to bypass the home page of Our site and "deep-link" to any other websites or frame Our content within another website or other medium without Our express written permission. Our site may also provide links to other web sites. These links are not intended to imply sponsorship, affiliation, or endorsement. We do not exercise any control over these other sites. We are not responsible or liable, either directly or indirectly, for the availability or accessibility of these other sites, any transmissions initiated by or between You and the other site, any of the content posted on the other site, or your reliance upon such content.
- Unacceptable Uses. You are solely responsible for any and all acts and omissions that occur while You use this site, and You agree not to engage in unacceptable use of the site, which includes, but is not limited to, use of the site to: (a) disseminate, store or transmit unsolicited messages, chain letters, or unsolicited commercial e-mail (also known as "spam"); (b) disseminate or transmit material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious; (c) disseminate, store, or transmit files, graphics, software, material, or other content that actually or potentially infringes the copyright, trademark, patent, trade secret, intellectual property rights, or rights of privacy or publicity of any person or instruct any person how to do so; (d) create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication; (e) impersonate any person or entity, including, but not limited to, a Silent Edge employee or agent; (f) export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses or exemptions; (g) interfere, disrupt, or attempt to gain unauthorized access to other passwords or accounts on the site or any other computer network; (h) disseminate, store or transmit viruses, trojan horses, or any other malicious code or program; (i) harm minors in any way; (j) solicit personal information from anyone under eighteen (18) years of age; (k) solicit confidential information; (l) interfere with or disrupt the site or the servers or network connected to provide service to the site; (m) provide instructional information about illegal or unlawful activities (l) "stalk" or otherwise harass another person; (m) intentionally or unintentionally violate any applicable local, state, national or international law; (n) engage in outside commercial or business activities without Our express written consent; and/or (o) engage in any other activity deemed by Us, in Our sole discretion, to be unacceptable when using this site or in conflict with the spirit or intent of this Agreement. Any violation of this section can result in termination of Your account and/or license to use this site and/or any ticket orders that You place with Us, as well as other legal action. We will not routinely attempt to match Your personally identifiable information to Your usage of the site or to other information in our possession. However, in instances where We, in our sole discretion, suspect or determine that the site is being used for any unacceptable, inappropriate, or illegal purposes, personally identifiable information relating to Your use of this site may be disclosed to other parties as We deem appropriate. Such information may also be disclosed pursuant to any authorized law enforcement investigation, regardless of whether it was initiated by Us or by another party.
- Digital Millennium Copyright Act Compliance. If You believe that a work protected by a U.S. copyright which You own has been posted or stored on Our site without Your authorization, You may contact Our agent(s) as follows: Via U.S. mail, at the address listed above; via e-mail, email@example.com. Please include information sufficient to identify the work, its location on Our site, when you accessed it, and Your copyright information. It is Our policy is to terminate, in appropriate circumstances, the access rights to Our site of repeat infringers.
- Representations and Warranties. You represent and warrant the following: (i) You are over eighteen (18) years of age; (ii) You have the right, power, and authority to enter into and perform this Agreement; (iii) You will not use Our service or website for any unacceptable uses, as partially listed in Section Eight (8); (iv) You will not use Our website or service to violate any federal, state, and/or local law; and (v) You will only use Our website or service to transmit and disseminate information reasonably related to Your ticket purchase information.
- Disclaimer of Warranties. THE NIGHTMARE FACTORY AND/OR TICKET PURCHASES IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE SERVICE IS AT YOUR SOLE RISK. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) THAT THE SITE, OR THE SERVICE PROVIDED BY US, WILL MEET YOUR REQUIREMENTS; (C) THAT THE SITE WILL BE SECURE, UNINTERRUPTED, ACCESSIBLE, OR ERROR-FREE; AND/OR (D) THAT ANY INFORMATION OR MATERIAL OBTAINED FROM THE SITE WILL BE ACCURATE, RELIABLE, COMPLETE, OR FREE FROM VIRUSES OR OTHER FORMS OF MALICIOUS OR DESTRUCTIVE CODE. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US, WHETHER IN ORAL, WRITTEN, OR ELECTRONIC FORM, RELATING TO YOUR USE OF THIS SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
- Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SITE OR SERVICE, OR THE INTERNET GENERALLY, INCLUDING, BUT NOT LIMITED TO: (A) YOUR USE OR INABILITY TO USE THE SITE; (B) ANY CHANGES TO OR INACCESSIBILITY OF THE SITE; (C) ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY TRANSMISSION OR DATA; (D) ANY CONTENT OR DATA TRANSMITTED OR RECEIVED OR NOT TRANSMITTED OR RECEIVED; (E) ANY CONTENT OR DATA FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SITE; AND (F) ANY PROBLEMS OR DIFFICULTIES THAT ARISE PERTAINING TO THE ISSUANCE OR PROCESSING OF TICKETS OR WITH THE EVENT ITSELF, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE LIMITED TO ONE DOLLAR ($1.00) OR AN AMOUNT NOT TO EXCEED THE UNBILLED CHARGES YOU WOULD HAVE PAID TO USE, WHICHEVER IS GREATER, AND SHALL NOT EXCEED THAT AMOUNT.
- Indemnification. You agree to indemnify, hold harmless, and defend Us, Our directors, employees, and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any person, arising out of or relating to: (a) this Agreement and/or any breach by You thereof; (b) Your use of the site, including any data, content, or material transmitted or received by You; (c) any unacceptable or objectionable use of the website, as we determine in Our sole discretion; (d) any negligent or willful misconduct by You; and (e) as otherwise provided in this Agreement.
- Termination. Except as provided in the Other Agreements, if applicable, We may terminate your right to access this site at any time and without notice, in our sole discretion.
- Modification and Amendment. We have the right, at any time and without notice, to add or modify the terms of this Agreement. Your access to or use of the site after the date such amended terms are added shall be deemed to constitute acceptance of such amended terms. No modification made by You shall be binding upon Us unless it is made in writing and signed by Us.
- Force Majeure. Silent Edge shall not be held responsible for any delay or failure in performance of any part of our Service or of any of these terms or conditions, if applicable, caused by accident or casualty, fire, flood, lightning, meteorological phenomenon, power failure, severe weather, explosion, war, national emergencies, civil disobedience, delay in transportation, failure of suppliers to deliver equipment, shortage of labor or materials, strike or other concerted acts of workers (whether of BellSouth or others), embargo, government requirement or other civil or military authority, act of terrorism, act of God, or unnamed events or acts otherwise known as force majeure, acts of any third party, or other similar causes beyond Silent Edge’s control, which prevent or hinder the delivery of our service. If any such Condition occurs, Silent Edge may elect to immediately terminate any Service without notice.
- Severability. If any one or more of the provisions contained in this Agreement shall for any reason be found to be invalid, illegal, or unenforceable in any respect, said finding shall not affect the remaining provisions of this Agreement, which shall be enforceable to the fullest extent permitted by law.
- Arbitration. Any controversy or claim arising out of or relating to this Agreement or a breach thereof, with the exception of any injunctive or equitable relief sought by Us for any violation of this Agreement, shall be submitted to binding arbitration in Philadelphia, Pennsylvania in accordance with the rules and procedures of the American Arbitration Association ("AAA"), with the exception of any conflicts-of-law provisions.
- Governing Law and Forum. This Agreement is made in, and shall be governed by, the laws of the state of Georgia excluding its conflicts-of-law provisions. If, for any reason, the Arbitration provision contained in Section Twenty-Two (22) shall be found to be invalid or unenforceable in any respect, or You decide to challenge the arbitrator's decision or this Agreement, or We initiate equitable proceedings, all actions, claims, or disputes arising under or relating to this Agreement shall be brought in the federal or state courts of Philadelphia, Pennsylvania. You irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over you by the federal and/or state courts in Pennsylvania. You hereby irrevocably waive any and all objections which You may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts in Pennsylvania and to the venue of any such suit, action, or proceeding brought in any federal or state court in Atlanta, Georgia.
- Remedies. In order to avoid irreparable injury to Us, in the event of any breach or threatened breach by You of the provisions of this Agreement, We shall be entitled to an injunction and/or other equitable relief restraining such breach. Nothing in this Agreement shall be construed as prohibiting Us from pursuing any other remedies available to Us for such breach or threatened breach, including the recovery of monetary damages from You.
- Survivability. The respective rights and obligations of the parties under Sections Eleven (11) through sixteen (16), inclusive, and Sections Twenty-Two (22) and Twenty-Three (23) and as otherwise provided in this Agreement, shall survive any termination or expiration of this Agreement.
- Headings and Order. The headings and sequential order of the sections contained in this Agreement are for convenience or reference only and shall have no substantive or procedural effects in construing the provisions of this Agreement.
EFFECTIVE AS OF: Monday, January 01, 2008