Terms of Use

Terms of Use

Welcome to ezXchanges website! Please review the following rules that govern the use of this website before using it.

PLEASE NOTE THAT YOUR USE OF THIS WEBSITE SIGNIFIES YOUR UNCONDITIONAL AGREEMENT TO FOLLOW AND BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU USE THE SERVICES ON ezXchanges WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE, YOU ARE NOT PERMITTED TO USE ezXchanges SERVICES.

Thank you for visiting the ezXchanges website located at ezxchanges.com and the co-branded versions of that website located at URLs that end in the domain ezxchanges.com (collectively, the "Website"). The Website and the services provided thereon (the "Services") are owned and operated by ezXchanges, LLC. These terms of use ("Terms of Use") along with the ezXchanges Privacy Policy (the "Privacy Policy") apply to and govern your use of the Services. (The Terms of Use and Privacy Policy are collectively referred to as the "Agreement"). Before using the Services, please review each document in the Agreement. As used herein, any references to "your" or "you" shall include any user of your account with ezXchanges.

CHANGES TO TERMS OF USE

ezXchanges reserves the right, from time to time, with or without notice to you, to change these Terms of Use in our sole discretion. The most current version of these Terms of Use can be reviewed by clicking on the "Terms of Use" hyperlink located at the bottom of the pages of the ezXchanges Website. The most current version of the Terms of Use will supercede all previous versions. Your use of the ezXchanges Website after changes are made shall mean that you agree to be bound by any and all such changes.

  1. Acceptance of terms and registration.

    1. Complying with Terms.

      In consideration for visiting our Website and using the Services, you agree to comply with these Terms of Use.

      1. utilize ezXchanges proprietary software application, and comply with the accompanying Software License Agreement;
      2. make timely and satisfactory payment;
      3. provide ezXchanges with accurate, complete and true information about yourself and your affiliated university/college as required in order to create an Account for use of the Services (your "Account");
      4. maintain and update, as applicable, your Registration information with current and complete information; and
      5. adhere to all film exchange policies of your respective conference and sport.

      If you violate this Agreement, or provide inaccurate, false, or non-current Registration information or purchase order information, or violate and federal, state or local laws, you may, at ezXchanges sole discretion, have your Account suspended or terminated, and you may be permanently banned from using the Services. Furthermore, ezXchanges may, in its sole discretion, pursue any rights or remedies as provided by law for any violation of this Agreement.

    2. Password Security

      When creating an Account you will be asked to submit your email address and a password. You will be responsible for maintaining the confidentiality of your password. You are responsible for all activity on the Services under your Account, whether authorized or not, including the activity of those individuals to whom you have provided your email address and password. You agree that you will

      1. immediately notify ezXchanges by one of the means specified in Section 14 of any unauthorized use of your email address or password and
      2. ensure that you properly exit the Services at the completion of your session. ezXchanges shall not be liable for any loss or damage arising from the use of your Account, including but not limited to your failure to comply with these requirements.
  2. LIMITED WARRANTY.

    ezXchanges warrants that the service provided to Customer will be performed by qualified personnel in a professional manner. You expressly understand and agree that your use of the Services is at your sole risk and that the Services are provided "AS IS," "AS AVAILABLE" and "WITH ALL FAULTS." ezXchanges, its suppliers and affiliates make no warranty as to the Services, that the Services will be uninterrupted, timely, secure or error-free, and/or their availability and the entire risk as to the quality and performance of the Services is with you. ezXchanges makes no warranties, whether expressed or implied, over the content of information contained on or in or passing through its systems, including but not limited to computers, routers, servers, and networks. No advice or information from ezXchanges or through or from the Website or Services, whether oral or written, shall create any warranty. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ezXchanges, ITS SUPPLIERS AND AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

  3. LIMITED LIABILITY FOR DISRUPTED SERVICES.

    ezXchanges shall make reasonable efforts to provide continuous and uninterrupted data service to the Customer, excepting ezXchanges scheduled service interruptions. The Customer’s sole remedy, if ezXchanges is unable to restore a substantial part of the service within seven calendar days, is to terminate service, without penalty, provided that all charges due to date are paid in full, and a written, authorized notice of such termination, stating the specific reasons for termination, is received in our Minneapolis office.

  4. LIMITED LIABILITY FOR DAMAGES.

    CUSTOMER AGREES TO USE ALL SERVICES AT THEIR OWN RISK. ALL SERVICES ARE PROVIDED AS IS. OTHER THAN AS SPECIFICALLY PROVIDED FOR HEREIN, ezXchanges SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE INCURRED BY REASON OF OR INCIDENTAL TO ezXchanges PROVISION OF SERVICE AND SUCH LIMITATION OF DAMAGES BY ezXchanges SHALL INCLUDE, BUT NOT BE LIMITED TO, AMOUNTS FOR PUNITIVE, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING LOSS, MISDELIVERY OR NON-DELIVERY OF DATA, OR DAMAGE TO YOUR HARDWARE OR SOFTWARE, WHETHER OR NOT HAVING BEEN ADVISED OF THE POSSIBILITY THEREOF, WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY AND WHETHER SUCH DAMAGES WERE FORESEEABLE OR NOT.

    ezXchanges shall have no liability for damages arising out of the negligence or willful act of the Customer, power outage or other occurrences considered force majeure, or caused by failure of equipment or service not provided by ezXchanges or within ezXchanges control.

  5. NOTICES/OFFICIAL COMMUNICATIONS.

    At ezXchanges option, communications from ezXchanges to Customer may be by email to Customer’s ezXchanges email account. Such email communications may include messages to ezXchanges entire customer base ("Announcements;" "ezXchanges-All"), and email messages solely to Customer. An ezXchanges email message to Customer shall be deemed received at the time it is sent to Customer. Customer agrees that email is an acceptable form for all communications to Customer, and that email from ezXchanges is not unwelcome or unsolicited. if Customer causes email to be filtered or deleted in any manner, including subscription to a service requiring sender to affirm legitimacy of email, Customer waives any right to receipt of ezXchanges communications, including legal notice, as such subscription service, filtration, or deletion may result in either the failure or delay of a notice from ezXchanges.

  6. LICENSE TO SITE CONTENT.

    1. Site Content License.

      ezXchanges grants you a non-exclusive, non-transferable, limited right and license to access, use and privately display the Site Content for your personal use only, by way of a computer connected to the Services over the Internet, provided that you comply fully with this Agreement. You may "cache" pages of the Website for the sole purpose of increasing the speed and efficiency at which you access the Website in the future; however any other copy or use of a portion of the Website will constitute a copyright violation unless specifically provided for herein.

    2. Restrictions.

      You may not:

      1. frame or link to the Website except as expressly permitted in writing by ezXchanges;
      2. permit unauthorized individuals to use the Services;
      3. modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Content or any portion thereof;
      4. copy the Content or any portion thereof, except as specifically provided for herein;
      5. sell, rent, lease, transfer, distribute, broadcast, display or otherwise assign any rights to the Content to any third party;
      6. remove any proprietary notices or labels on the Content;
      7. use the Services in conjunction with any device or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction;
      8. use the Services or Content for any commercial or illegal purpose;
      9. use the Services to invade the privacy of, or obtain personal information about, any ezXchanges account holder or user, or to obtain a list of ezXchanges account holders or users;
      10. copy, modify, erase or damage any information contained on the Services, or any third party servers;
      11. use the Services to violate any legal right of any third party, including any publicity or privacy right, copyright or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful or otherwise objectionable;
      12. use any data mining, robots, or similar data gathering and or extraction tools in connection with the Services;
      13. use the Services to post or transmit any unsolicited advertising or promotional materials;
      14. access or use any password protected, secure or non-public areas of the Services except as specifically authorized in writing by ezXchanges (unauthorized individuals attempting to access these areas of the Services may be subject to prosecution);
      15. impersonate or misrepresent your affiliation with any person or entity;
      16. interfere or attempt to interfere with the operation of the Services in any way through any means or device including, but not limited to, spamming, hacking, uploading computer viruses or time bombs; or
      17. attempt to disable, bypass, modify, defeat or otherwise circumvent any of the digital rights management or other security related tools incorporated into the software.
  7. MINIMUM SPECIFICATIONS.

    The Services will operate only on those hardware and software platforms specified on the ezXchanges Website. it is your responsibility to ensure that you have the appropriate software, hardware and Internet connection to operate the Services. ezXchanges reserves the right to cease supporting any hardware or software platform at any time, with or without notice.

  8. UPGRADES/DOWNLOADS.

    You acknowledge that ezXchanges and/or its authorized third party providers and affiliates may issue upgraded versions of the Services and ezXchanges Software required to be downloaded by you from time to time, and may automatically electronically upgrade the version of the ezXchanges Software that you are using on your computer. You consent to such automatic upgrading, and agree that these Terms of Use (as amended from time to time) along with the Software License Agreement and any amendments thereto will govern all such upgraded versions.

  9. TITLE TO SITE CONTENT.

    ezXchanges is the exclusive owner and proprietor of the Services. The Site Content is owned by ezXchanges and/or its licensors and content providers, and is protected by applicable domestic and international copyright laws. "ezXchanges" and the ezXchanges logo are trademarks ("Marks") belonging to ezXchanges, LLC. Any unauthorized use of these Marks is strictly prohibited.

  10. TERMINATiON.

    1. Termination for Breach.

      These Terms of Use (and therefore your license granted herein) shall terminate automatically and immediately if you fail to comply with any of the limitations described in these Terms of Use. No notice shall be required from ezXchanges to effectuate such termination.

    2. Termination for Any Reason.

      In addition, ezXchanges reserves the right to terminate these Terms of Use and discontinue access to the Services at any time for any reason upon posting notice thereof on the Website.

  11. USE OF INFORMATION SUBMITTED.

    ezXchanges is free to use any comments, information, ideas, concepts, reviews, or techniques (collectively, the "Submissions") contained in any communication you may send to ezXchanges, including, without limitation, responses to questionnaires or through postings to the ezXchanges Website without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the ezXchanges Website or other Websites. Furthermore, by posting any information on our site, submitting suggestions, or in responding to questionnaires, you grant us a nonexclusive, royalty-free license to display, use, reproduce or modify that information.

    Submissions of every kind and nature, in perpetuity, throughout the universe and shall be entitled to unrestricted use of the Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Submissions.

  12. LINKS FROM THE WEBSITE.

    The Services contain links through college/university athletics websites, advertising, and otherwise, to various third party web sites and other resources ("Linked Entities"). These Linked Entities (other than a domain which ends in ezxchanges.com) are not under the control of ezXchanges and ezXchanges is not responsible or liable for the content, communications or materials of any Linked Entities. ezXchanges is providing these links to you as a convenience only. The inclusion of any link does not imply endorsement by ezXchanges of the Linked Entity or its products or services, or any association with its operators. You are responsible for adhering to the applicable terms of service for any Linked Entity. You are solely responsible and liable for any interactions you may have with such entities, their sponsors and other third-parties. Your correspondence or business dealings with, or participation in promotions of, third parties or content providers found on or through the Website, including any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the third party with which you contract. You acknowledge and agree that ezXchanges shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third party content, goods or services available on or through any Linked Entity.

  13. COMMENCEMENT DATE.

    Accounts for data services are deemed to have a contract "Start Date" effective on the first day of the first full billing month after ezXchanges service is in service, available for all teams within the conference’s use. Billing starts the initial date the service is in service, available for all teams within the conference’s use.

  14. CUSTOMER CONTACTS.

    If you have any questions regarding these Terms of Use or the Services, or if you would like to contact ezXchanges, LLC for any other reason, write to

    Attn: Customer Service

    ezXchanges, LLC.

    5871 Cedar Lake Road

    Minneapolis, MN 55416

    Or email us at info@ezxchanges.com

  15. GOVERNING LAW

    This Agreement shall be governed by and interpreted in accordance with the laws of the State of Vermont, including all matters of construction, validity, performance and enforcement, without giving effect to principles of conflict of laws.

  16. TITLES AND HEADINGS; CONSTRUCTION.

    The titles and headings to Articles and Sections in this Agreement are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. This Agreement shall not be construed in favor of or against a party as a consequence of the party’s role in the drafting of the Agreement.

  17. COMPLETE AGREEMENT.

    The Schedules and Exhibits to this Agreement shall be construed as an integral part of this Agreement to the same extent as if they had been set forth verbatim in this Agreement. This Agreement and the attached Schedules and Exhibits constitute the entire agreement between Seller and Buyer with respect to the subject matter of this Agreement and supersede all prior agreements whether written or oral relating of this Agreement.

  18. ARBITRATION.

    in the event of a dispute arising out of this Agreement, the parties’ sole recourse (except as provided below) shall be to arbitrate under the rules of the American Arbitration Association (AAA). The decision of the arbitrators shall be binding and final and the award of the arbitrator may be entered as judgment in any court of competent jurisdiction. The prevailing party shall be entitled to recovery of costs, expenses, arbitration and reasonable attorneys fees as well as those incurred in the event it is necessary to enter judgment, and pursue further legal action to collect the award rendered by the arbitrator(s). Arbitration proceedings shall be conducted at the office of the AAA in Burlington, Vermont, or such other place as is mutually agreed upon in writing. Notwithstanding the foregoing, either party may apply to a court of competent jurisdiction for injunctive relief. The prevailing party in any action (including appeals) for injunctive relief shall be entitled to recovery of costs, expenses, and reasonable attorney fees.