Terms of Service
Last Updated: July 16, 2026
IMPORTANT — PLEASE READ CAREFULLY. THESE TERMS CONTAIN A BINDING
ARBITRATION AGREEMENT, A CLASS-ACTION WAIVER, A LIABILITY RELEASE
COVERING EVENTS YOU ATTEND OR HOST, AND A BROAD LICENSE TO ANY
CONTENT YOU POST. BY USING PROJX YOU AGREE TO ALL OF THEM.
1. ACCEPTANCE OF TERMS
Welcome. These Terms of Service ("Terms") are a legally binding
contract between you ("User," "you") and PROJX APP HOLDINGS LLC, a Florida limited liability company in good standing, the operator of the PROJX App under an exclusive worldwide license from PROJX PLATFORMS LLC and the counterparty responsible for operations, payments, ticketing, support, and user contracts
(referred to throughout this document as "PROJX APP HOLDINGS LLC," "we,"
"our," "us," "Company," or "Platform"). PROJX APP HOLDINGS LLC is the sole
legal entity that operates, publishes, distributes, and is
liable in connection with the PROJX mobile application, web app,
and all related services (collectively, the "App"), and is the
contracting party for every user, customer, and contractor
relationship. All intellectual-property rights in the App —
including the copyrights, trademarks, trade-secret rights, and
patent applications referenced in Section 9 — are owned by
PROJX PLATFORMS LLC and used by PROJX APP HOLDINGS LLC under an exclusive worldwide
license, as described in Section 9. No subsidiary, affiliate,
employee, contractor, founder, or partner is the contracting
party; PROJX APP HOLDINGS LLC is.
By downloading, installing, accessing, or using the App, you
accept and agree to be bound by these Terms, our Privacy Policy,
and any additional guidelines or rules we publish from time to
time. If you do not agree to every provision in these Terms, you
must not use the App.
If you are using the App on behalf of an organization, you
represent that you have authority to bind that organization, and
"you" includes that organization.
2. THE APP — DESCRIPTION OF SERVICES
PROJX is a multi-vertical platform that combines:
(a) social media features (video sharing, profiles, likes,
comments, follows, direct messaging, story / live);
(b) event ticketing and discovery (creating, listing, buying,
selling, scanning tickets to events hosted by us or by third
parties using our platform);
(c) live streaming and music-request features;
(d) a rewards / cashback program tied to ticket purchases;
(e) location-based discovery; and
(f) future verticals we may add at our sole discretion.
We may change, suspend, or discontinue any part of the App at any
time, with or without notice, and without liability to you.
3. ELIGIBILITY
You must be at least 13 years old to use the App, and at least the
age of majority in your jurisdiction (typically 18) to purchase
tickets, host events, or accept payments. By using the App you
represent and warrant that you meet these requirements and that
nothing in your use of the App violates any law or regulation
applicable to you.
4. ACCOUNTS, SECURITY, AND TERMINATION
4.1 Account Creation. You agree to provide accurate information,
keep it current, and protect your account credentials. You are
responsible for all activity under your account, whether or not
authorized by you.
4.2 SUSPENSION OR TERMINATION WITH OR WITHOUT CAUSE. We may
suspend, restrict, ban, or permanently terminate your account, in
whole or in part, AT ANY TIME, FOR ANY REASON OR FOR NO REASON,
WITH OR WITHOUT NOTICE, AND IN OUR SOLE DISCRETION. Reasons may
include but are NOT limited to: violation of these Terms; suspected
fraud, harassment, hate speech, threats, illegal activity, or
intellectual-property infringement; reports from other users; risk
to the platform or to other users; technical or operational needs;
or no reason at all.
You waive any claim against us arising from such suspension or
termination, including claims for lost data, lost rewards balance,
lost ticket value (subject to our refund policy), lost followers,
lost income, or any other consequential damages. Where local law
prohibits a "no cause" termination of an account that holds a paid
ticket or pending refund, our sole obligation is to refund the
ticket's face value or release the refund, and that refund is your
exclusive remedy.
4.3 Survival. Sections that by their nature should survive
termination — including liability releases, license grants, IP
provisions, indemnification, arbitration, and class-action waiver —
will survive.
5. EVENTS AND TICKETING — ASSUMPTION OF RISK AND FULL RELEASE
5.1 You Attend Events At Your Own Risk. Whether an event is hosted
by PROJX APP HOLDINGS LLC ourselves OR by a third-party host using our platform,
ATTENDANCE IS AT YOUR OWN RISK. You acknowledge that live events,
parties, concerts, festivals, and any in-person gathering carry
inherent risks including but not limited to: physical injury,
property loss or damage, exposure to communicable disease, alcohol
or substance-related harm, intoxicated or hostile attendees,
crowding and stampede, slip-and-fall, equipment failure, weather,
strobe and pyrotechnics, theft, sexual assault, harassment,
fights, criminal acts by other attendees, transportation incidents
to or from the venue, and emergency-services delays.
5.2 RELEASE AND COVENANT NOT TO SUE. To the maximum extent
permitted by applicable law, you HEREBY RELEASE, WAIVE, DISCHARGE,
AND COVENANT NOT TO SUE PROJX APP HOLDINGS LLC, its affiliates, officers,
directors, employees, contractors, agents, hosts, volunteers,
venues, and sponsors (collectively, the "Released Parties") from
ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES
(including indirect, incidental, special, consequential, punitive,
and exemplary), losses, costs, expenses, and attorney's fees
arising out of or related to your attendance at any event listed,
sold, promoted, or hosted on the App — including events hosted by
PROJX APP HOLDINGS LLC ourselves AND events hosted by third-party hosts using
our platform.
This release covers, without limitation, claims for personal
injury, wrongful death, illness, emotional distress, property
damage, and assault by other attendees. It applies regardless of
whether the harm is caused or alleged to be caused by the
negligent acts or omissions of the Released Parties, by another
attendee, by the host, by the venue, or by any third party.
Where applicable law prohibits release of claims for gross
negligence, willful misconduct, or statutory rights that may not
be waived, this release applies to the fullest extent permitted by
law and the rest remains in full force.
5.3 Best-Effort Security; Not a Guarantor. PROJX APP HOLDINGS LLC and the
hosts who use the platform invest in security personnel, ID
verification, age checks, anti-fraud measures, content moderation,
and related safety tools. NONE OF THESE MEASURES IS A GUARANTEE OF
SAFETY. We do not promise that any event will be free from harm,
crime, intoxicated attendees, or any other risk. We are NOT a
guarantor, insurer, or escort of any attendee.
5.4 Third-Party Hosts. When an event is hosted by a third party
using our platform, the host — not PROJX APP HOLDINGS LLC — is solely
responsible for the event, the venue, security, alcohol service,
ID checks, refunds, and compliance with all laws. PROJX APP HOLDINGS LLC
provides only the listing, ticketing, payment, and discovery
infrastructure. We are NOT liable for the host's acts or
omissions, the venue's condition, the security provided, or
anything that happens at the event. Disputes between you and a
host must be resolved with that host directly.
5.5 Refund Policy. Tickets are non-refundable except where
expressly stated by the host or required by law. PROJX APP HOLDINGS LLC is not
obligated to issue refunds for tickets to third-party events.
6. USER CONTENT — BROAD LICENSE TO PROJX APP HOLDINGS LLC
6.1 Your Content. "User Content" means any video, image, audio,
text, comment, livestream, story, message, profile information, or
other material you submit, post, upload, or transmit through the
App.
6.2 You Retain Ownership. You retain ownership of your User
Content (subject to the license below).
6.3 LICENSE GRANT TO PROJX APP HOLDINGS LLC. By posting, uploading, or
otherwise submitting User Content, you grant PROJX APP HOLDINGS LLC an
IRREVOCABLE, PERPETUAL, WORLDWIDE, ROYALTY-FREE, FULLY PAID,
TRANSFERABLE, SUBLICENSABLE, NON-EXCLUSIVE LICENSE to host, store,
cache, reproduce, distribute, publicly display, publicly perform,
modify, adapt, translate, create derivative works of, and
otherwise use your User Content, in whole or in part, in any media
or format now known or later developed, including without
limitation:
(a) inside the App and on our websites;
(b) on other platforms (TikTok, Instagram, YouTube, Twitter/X,
Facebook, Snapchat, Threads, etc.) for promotional,
marketing, advertising, or editorial purposes;
(c) in advertisements, press releases, app-store screenshots,
and out-of-home media;
(d) for AI / machine-learning training, recommendation models,
and analytics; and
(e) for any other commercial or non-commercial purpose
whatsoever.
WE MAY USE YOUR USER CONTENT WITHOUT FURTHER NOTICE, ATTRIBUTION,
APPROVAL, OR COMPENSATION TO YOU. By posting User Content, you
warrant that you have all rights necessary to grant this license,
including from any other person depicted, recorded, or referenced
in the content. You waive any moral rights, droit moral, or
similar non-economic rights in the User Content to the maximum
extent permitted by law.
6.4 Music and Copyrighted Audio. PROJX does NOT itself supply or
license commercial music. If you choose to include copyrighted
music in a video you post, YOU — not PROJX APP HOLDINGS LLC — are solely
responsible for clearing the rights with the relevant publisher,
label, or PRO. PROJX APP HOLDINGS LLC cannot monitor or control which audio
appears in user-uploaded videos. If a rightsholder notifies us of
infringing audio, we will remove the relevant content under our
DMCA process (Section 12). We are working toward white-label
arrangements with major rightsholders to legally license music
in-app; until that ships, the responsibility is on the user.
6.5 Removal at Our Discretion. We may remove, restrict visibility
of, or refuse to publish any User Content at any time, for any
reason or no reason, with or without notice. We have no
obligation to host any specific piece of content.
6.6 Clippers, Ambassadors, and Influencer Distribution. If you
download, clip, re-post, or otherwise redistribute videos or
other content from the App — including as a participant in our
Rewards, Clipper, Ambassador, or Influencer programs — the
following conditions apply to every such distribution:
(a) ATTRIBUTION. All distribution must credit PROJX APP HOLDINGS LLC by our
legal name (or the PROJX brand) and, where the destination
platform allows, link back to the App;
(b) NO COMPETITORS. You may NOT provide, license, sell, or
distribute such content to, or for the benefit of, any
competitor of PROJX APP HOLDINGS LLC or any product or service that
competes with the App;
(c) NO OUTSIDE MONETIZATION. You may NOT monetize, sell, or
otherwise profit from such content except through the
official PROJX Rewards Program (or a separate written
agreement signed by PROJX APP HOLDINGS LLC), and every distribution
must align with the then-current Rewards Program terms;
and
(d) REVOCABLE PERMISSION. Your permission to redistribute is a
limited, revocable license. We may revoke it at any time,
with or without cause, and upon notice you must cease
further distribution and delete downloaded copies in your
possession or control.
Violation of this Section 6.6 immediately terminates every
license and permission you hold in the redistributed content and
may result in forfeiture of unpaid Rewards Program balances,
account termination, and legal action.
7. PROHIBITED CONDUCT
You agree NOT to, and not to attempt to:
(a) violate any law, regulation, or third-party right;
(b) post content that is defamatory, harassing, threatening,
hateful, sexually explicit involving minors, infringing,
false, or fraudulent;
(c) impersonate any person or entity, or misrepresent your
affiliation;
(d) upload viruses, worms, malware, or any code intended to
harm or interfere with the App or its users;
(e) reverse engineer, decompile, disassemble, or attempt to
derive the source code, business logic, algorithms, ranking
models, or trade secrets of the App;
(f) copy, scrape, frame, mirror, or otherwise reproduce any
portion of the App's design, code, content (other than your
own), or branding;
(g) build a competing product using any of our IP, trade
secrets, design, code, business logic, or data obtained from
the App;
(h) use bots, scripts, automated tools, or unauthorized APIs to
access, scrape, or interact with the App;
(i) spam, mass-message, or solicit other users in ways that
violate the App's intended use;
(j) harass, bully, threaten, dox, or otherwise cause physical,
psychological, or emotional harm to any other user;
(k) sell, transfer, or share your account or tickets in ways not
expressly authorized in the App;
(l) interfere with the operation of the App or any other user's
enjoyment of it.
Violation of this Section 7 may result in immediate termination
under Section 4.2, forfeiture of any rewards balance, civil action
for damages and injunctive relief, and referral to law enforcement
or other authorities. You agree that any breach causes PROJX APP HOLDINGS LLC
irreparable harm for which monetary damages are inadequate, and
that we are entitled to seek injunctive relief without posting
bond.
8. PROTECTION FROM HARM CAUSED BY OTHER USERS
We use AI moderation, human review, community reports, and other
tooling to detect and remove abusive content and bad actors. THESE
EFFORTS ARE BEST-EFFORT AND DO NOT GUARANTEE ANY OUTCOME.
PROJX APP HOLDINGS LLC IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF OTHER USERS,
INCLUDING BUT NOT LIMITED TO BULLYING, HARASSMENT, DEFAMATION,
DOXING, IMPERSONATION, FRAUD, THREATS, OR ASSAULT — WHETHER
ONLINE OR IN PERSON. Any claim arising from another user's
conduct must be brought against that user, not against
PROJX APP HOLDINGS LLC. To the maximum extent permitted by law, you release
PROJX APP HOLDINGS LLC from all such claims.
9. INTELLECTUAL PROPERTY
9.1 Our IP — Owned Solely by the IP Holder. The App, including
its source code, object code, design, user interface, look and
feel, animations, icons, artwork, branding, name "PROJX", logos,
trade dress, ranking and recommendation algorithms, business
logic, and trade secrets, are owned exclusively by PROJX PLATFORMS LLC —
PROJX PLATFORMS LLC, a Florida limited liability company, the sole and exclusive owner of all intellectual property in and to the PROJX App — including all copyrights, trademarks (applications pending), trade-secret rights, patent rights and pending patent applications, designs, source code, and proprietary technology — and are used by PROJX APP HOLDINGS LLC under license from
PROJX PLATFORMS LLC. All such intellectual property is protected by
United States and international copyright, trademark, trade-
secret, and patent laws, and specifically by:
(a) copyright applications on file with the U.S. Copyright
Office covering the App's source code, design assets, video
and motion content, and written copy (filing particulars
available on request to bona-fide rights enforcement
counsel);
(b) trademark applications pending before the U.S. Patent and
Trademark Office — including for the marks "PROJX"™ and
"PROJECT XTOPIA"™ (App. Serial No. 99842478) — the PROJX
logo, and associated trade dress;
(c) state and federal trade-secret protections under the
Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.) and
the Uniform Trade Secrets Act as adopted by the relevant
state(s); and
(d) one or more pending utility and design patent applications
directed to the App's tokenomics, ranking, and platform
mechanics.
No license, title, or interest in any of the foregoing is granted
by these Terms except the limited license in Section 9.2.
9.2 Limited License to You. We grant you a limited, revocable,
non-exclusive, non-transferable, non-sublicensable license to
download and use the App for personal, non-commercial purposes,
subject to these Terms. No rights are granted by implication,
estoppel, or otherwise.
9.3 No Reverse Engineering or Cloning. You may not reverse
engineer, decompile, disassemble, copy, or create derivative
works of the App. You may not use the App's appearance, code, UI
patterns, business logic, or trade secrets to build, train, or
operate a competing product. Doing so is a material breach of
these Terms and may also violate copyright, trade-secret, and
unfair-competition laws — for which we will pursue maximum
available remedies.
9.4 Tokenomics, Rewards Math, and Proprietary Formulas. The
rewards / cashback program, the formulas, rates, eligibility
rules, payout schedules, anti-fraud signals, ranking weights,
recommendation models, and any other quantitative or financial
logic that powers PROJX (collectively, "Tokenomics IP") are the
exclusive property of PROJX PLATFORMS LLC — the IP-holding LLC that
holds title to the App — and are operated by PROJX APP HOLDINGS LLC under
license. The Tokenomics IP is protected by the copyright
applications, trademark applications, trade-secret rights, and
patent applications described in Section 9.1, and by contractual
confidentiality. You acknowledge that you obtain no right, title,
or interest in the Tokenomics IP by using the App, viewing the
in-app Rewards screens, or receiving cashback. You may not
reproduce, reverse-engineer, screen-scrape, model-distill, or
otherwise extract the Tokenomics IP for any purpose, including to
operate a competing rewards program, ticketing platform, or
social product. The IP Holder's ownership of the Tokenomics IP,
and all enforcement rights under the copyrights and pending
patent applications, vest solely in PROJX PLATFORMS LLC and are
NOT shared with any individual founder, employee, contractor,
advisor, or investor.
9.5 Corporate Structure; IP Holding; Continuity of Obligations.
(a) Structure. The PROJX platform is operated under a
dual-entity structure: PROJX PLATFORMS LLC owns all intellectual
property in the App and the platform technology —
including all software, designs, trademarks, and content —
and licenses that intellectual property to PROJX APP HOLDINGS LLC
under an exclusive worldwide license. PROJX APP HOLDINGS LLC conducts
the operating business (accounts, ticketing, payments,
support, and contracts, including these Terms). PROJECT
XTOPIA, LLC is a separate, affiliated events company; all
intellectual property it uses belongs to PROJX PLATFORMS LLC. No
ownership of, or license to, the underlying intellectual
property passes to users; users receive only the limited
right described in Section 9.2, granted by PROJX APP HOLDINGS LLC.
(b) You Contract With the Operator. Your agreement under these
Terms is with PROJX APP HOLDINGS LLC. PROJX PLATFORMS LLC is not a party to
these Terms, assumes no obligations to you under them, and
has no liability to you arising out of the operation of the
App; your sole recourse under these Terms is against
PROJX APP HOLDINGS LLC.
(c) IP Holder as Third-Party Beneficiary. PROJX PLATFORMS LLC is an
express intended third-party beneficiary of these Terms —
including Sections 6 (User Content license), 9
(Intellectual Property), 10 (Competitor and Anti-Sabotage),
and 12 (DMCA) — and may enforce those provisions directly,
in its own name, without joining PROJX APP HOLDINGS LLC.
(d) NO RELEASE BY REASON OF STRUCTURE. The allocation of
ownership and operations between PROJX PLATFORMS LLC, PROJX APP HOLDINGS LLC,
and any affiliate does NOT reduce, novate, release, or
extinguish any obligation you (or any contractor, vendor,
or former personnel of either entity) owe to either entity
under these Terms or under any separate agreement —
including any non-disclosure agreement, statement of work,
independent-contractor agreement, or IP assignment. Every
such obligation (i) survives any change in, termination of,
or dispute concerning the intercompany license; (ii) is
owed to the contracting entity AND to its affiliates,
successors, and assigns, each of which is an intended
third-party beneficiary entitled to enforce it directly;
and (iii) together with all accrued claims for its breach,
may be assigned by the contracting entity to PROJX PLATFORMS LLC
or any affiliate at any time without your or any
counterparty's consent. Any argument that the existence of
the two-entity structure deprives either entity of standing
to enforce, or deprives an obligation of consideration, is
expressly waived to the maximum extent permitted by law.
(e) Continuity; Successor Operator. If the platform license
between PROJX PLATFORMS LLC and PROJX APP HOLDINGS LLC is ever terminated,
suspended, or replaced, PROJX PLATFORMS LLC may authorize a
successor operator for the App. In that event, your
account and these Terms may be assigned to that successor
operator without your consent, and your rights as an end
user will continue uninterrupted. No such event, and no
reorganization among the entities, affects the validity of
these Terms (which may be assigned per Section 18) or
releases any accrued obligation owed by any person to
either entity.
10. COMPETITOR AND ANTI-SABOTAGE TERMS
The following protections apply to ANYONE using the App,
including individuals affiliated with — directly or indirectly —
any business that competes with PROJX APP HOLDINGS LLC (for example, other
ticketing apps, social-video apps, or party / nightlife
platforms). By accepting these Terms, you represent that you
will not, and will not assist, instruct, contract with, or
encourage any third party to:
(a) use the App, its content, its data, or any information
obtained through the App to harm, damage, or disparage the
brand, reputation, or goodwill of PROJX, PROJX APP HOLDINGS LLC, our
founders, our team members, our investors, our hosts, or
our partners;
(b) sabotage, manipulate, or interfere with the App's ranking,
recommendation, search, payout, or rewards systems, or
submit false reports, fake reviews, or coordinated abuse;
(c) defame, libel, or otherwise make false statements about
PROJX APP HOLDINGS LLC, our founders, the PROJX team, or any user
acting on our behalf;
(d) advertise, promote, market, recruit for, or distribute
links to any competing app, product, service, event
platform, social-video app, or rewards program — whether
via posts, stories, livestreams, profile bios, comments,
direct messages, or any other surface inside the App;
(e) use the App to research, benchmark, or develop a competing
product, including by collecting screenshots, design
assets, telemetry, or behavioral patterns;
(f) build, train, fine-tune, or operate any product, model, or
service that is similar to, derivative of, or competitive
with the App, using ANY information, design, code, copy,
Tokenomics IP, or trade secrets obtained from the App;
(g) instruct, hire, or otherwise use a third party — whether a
contractor, friend, family member, intermediary, scraper,
data broker, or AI agent — to do any of (a)-(f) on your
behalf or with your knowledge or material assistance.
Acting through a proxy is treated identically to acting
yourself; you remain fully liable, jointly and severally
with the proxy.
Violation of this Section 10 is a material breach of these
Terms and entitles PROJX APP HOLDINGS LLC to all remedies available at law
and in equity, including without limitation: immediate account
termination under Section 4.2, injunctive relief without bond
under Section 14.3, statutory damages under federal copyright,
the Defend Trade Secrets Act, the Computer Fraud and Abuse Act
(where applicable), the Lanham Act, and state unfair-competition
statutes; recovery of profits, gains, and royalties unjustly
earned; and recovery of our reasonable attorney's fees and
costs. By accepting these Terms, you AGREE that monetary
damages alone would be inadequate to remedy a Section 10
breach, and you stipulate to entry of injunctive relief.
11. INDEMNIFICATION
You agree to defend, indemnify, and hold harmless PROJX APP HOLDINGS LLC, its
affiliates, officers, directors, employees, contractors, hosts,
agents, and licensors from and against any and all claims,
liabilities, damages, losses, costs, and expenses (including
reasonable attorney's fees) arising out of or related to:
(a) your use of the App;
(b) your User Content;
(c) your breach of these Terms or violation of any law or
third-party right;
(d) your attendance at, hosting of, or other interaction with
any event listed on the App; or
(e) any dispute between you and another user, host, attendee, or
third party.
12. DMCA — COPYRIGHT INFRINGEMENT NOTICES AND COUNTER-NOTICES
We respect the intellectual property rights of others and comply
with the Digital Millennium Copyright Act, 17 U.S.C. § 512.
12.1 Designated Agent. Send DMCA takedown notices and
counter-notices to our designated agent:
DMCA Designated Agent
PROJX APP HOLDINGS LLC
7901 4th St N, STE 300
St. Petersburg, FL 33702
Email: prince@projx.app
12.2 Takedown Notices. If you believe content on the App
infringes your copyright, send our designated agent a written
notice containing all elements required by 17 U.S.C.
§ 512(c)(3):
(a) a physical or electronic signature of the copyright owner
or of a person authorized to act on the owner's behalf;
(b) identification of the copyrighted work claimed to have
been infringed (or a representative list if the notice
covers multiple works);
(c) identification of the material claimed to be infringing
and information reasonably sufficient to permit us to
locate it (for example, a link to the post, story,
stream, or profile);
(d) your name, address, telephone number, and email address;
(e) a statement that you have a good-faith belief that use of
the material in the manner complained of is not
authorized by the copyright owner, its agent, or the law;
and
(f) a statement that the information in the notice is
accurate, and under penalty of perjury, that you are the
copyright owner or authorized to act on the owner's
behalf.
On receipt of a valid notice we will act expeditiously to
remove or disable access to the identified material and will
take reasonable steps to notify the user who posted it. Knowing
material misrepresentation in a notice may make you liable for
damages under 17 U.S.C. § 512(f).
12.3 Counter-Notices. If material you posted was removed and
you believe the removal was the result of mistake or
misidentification, you may send our designated agent a written
counter-notice containing the elements required by 17 U.S.C.
§ 512(g)(3):
(a) your physical or electronic signature;
(b) identification of the material that was removed or
disabled and the location at which it appeared before it
was removed or disabled;
(c) a statement, under penalty of perjury, that you have a
good-faith belief that the material was removed or
disabled as a result of mistake or misidentification;
and
(d) your name, address, and telephone number, and a
statement that you consent to the jurisdiction of the
federal district court for the judicial district in
which your address is located (or, if your address is
outside the United States, the United States District
Court for the Middle District of Florida), and that you
will accept service of process from the person who
provided the original notice or that person's agent.
Unless the original claimant notifies us that it has filed a
court action seeking to restrain the alleged infringement, we
may replace the removed material or cease disabling access to
it in not less than ten (10) and not more than fourteen (14)
business days after receiving a valid counter-notice. Knowing
material misrepresentation in a counter-notice may likewise
make you liable for damages under 17 U.S.C. § 512(f).
12.4 Repeat-Infringer Policy. We will, in appropriate
circumstances, terminate the accounts of users who are repeat
infringers, and we may act at a lower threshold in our
discretion under Section 4.2.
13. DISCLAIMERS
THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND ANY WARRANTY ARISING
FROM COURSE OF DEALING OR TRADE USAGE. We do not warrant that the
App will be uninterrupted, error-free, secure, or that any defects
will be corrected, or that any event will meet your expectations.
14. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROJX APP HOLDINGS LLC AND ITS
RELEASED PARTIES (as defined in Section 5) WILL NOT BE LIABLE FOR
ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR
PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL,
OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THE APP
OR ANY EVENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT
OF THESE TERMS OR THE APP WILL NOT EXCEED THE GREATER OF
(a) ONE HUNDRED U.S. DOLLARS ($100) OR (b) THE AMOUNT YOU PAID TO
US (NOT INCLUDING THIRD-PARTY HOST FEES OR TICKET FACE VALUE
COLLECTED FOR THIRD-PARTY HOSTS) IN THE SIX (6) MONTHS PRECEDING
THE CLAIM.
Some jurisdictions do not allow the limitation or exclusion of
certain damages. In those jurisdictions our liability is limited
to the smallest amount permitted by law.
15. ARBITRATION AGREEMENT — PLEASE READ
15.1 Mandatory Arbitration. ANY DISPUTE, CLAIM, OR CONTROVERSY
arising out of or related to these Terms, the App, your account,
your User Content, or any event listed on the App — whether based
in contract, tort, statute, fraud, misrepresentation, or any other
legal theory — SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING
INDIVIDUAL ARBITRATION administered by JAMS under its Streamlined
Arbitration Rules in effect at the time of demand. Arbitration
will take place in the county of PROJX APP HOLDINGS LLC's principal office or
another location mutually agreed in writing.
15.2 CLASS-ACTION WAIVER. YOU AND PROJX APP HOLDINGS LLC AGREE THAT EACH MAY
BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND
NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS,
COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not
consolidate or join more than one person's claims, and may not
preside over any form of consolidated, representative, or class
proceeding.
15.3 Carve-out for Injunctive Relief. Notwithstanding Section
15.1, PROJX APP HOLDINGS LLC may seek injunctive or equitable relief in any
court of competent jurisdiction to protect its IP, trade secrets,
or to enforce Section 7 (Prohibited Conduct) or Section 10
(Competitor and Anti-Sabotage Terms).
15.4 Opt-Out. You may opt out of this arbitration agreement by
emailing us within 30 days of first accepting these Terms with a
clear statement that you opt out. After 30 days, opt-out is no
longer available.
16. GOVERNING LAW AND VENUE
These Terms are governed by the laws of the State of Florida,
USA, without regard to conflict-of-laws rules. Subject to
Section 15, exclusive venue for any non-arbitrable dispute lies
in the state and federal courts located in Florida, and you and
PROJX APP HOLDINGS LLC consent to personal jurisdiction and venue there.
17. CHANGES TO THESE TERMS
We may modify these Terms at any time. The updated version will
take effect on the date specified, and we will surface a mandatory
in-app re-acceptance prompt for material changes. Your continued
use of the App after the effective date constitutes acceptance.
18. MISCELLANEOUS
18.1 Entire Agreement. These Terms, the Privacy Policy, and any
agreements expressly incorporated by reference are the complete
agreement between you and PROJX APP HOLDINGS LLC regarding the App.
18.2 Severability. If any provision is held unenforceable, the
remaining provisions remain in full force, and the unenforceable
provision will be reformed to the minimum extent necessary to make
it enforceable.
18.3 No Waiver. Our failure to enforce any provision is not a
waiver of that or any other provision.
18.4 Assignment. You may not assign these Terms without our prior
written consent. We may assign freely.
18.5 Force Majeure. Neither party is liable for failure or delay
caused by events beyond reasonable control (acts of God, war,
pandemic, government order, internet failure, etc.).
18.6 Notices. We may notify you via in-app message, email, or
push notification. You will notify us via the contact email
listed on the Privacy Policy.
19. CONTACT
Questions about these Terms, and all legal notices, should be
directed to prince@projx.app, or by mail to:
PROJX APP HOLDINGS LLC
7901 4th St N, STE 300
St. Petersburg, FL 33702
By using PROJX, you acknowledge that you have read, understood,
and agree to these Terms.
© 2026 PROJX PLATFORMS LLC. All rights reserved. PROJX is
operated by PROJX APP HOLDINGS LLC under exclusive license from
PROJX PLATFORMS LLC. PROJX™ and PROJECT XTOPIA™ are trademarks
of PROJX PLATFORMS LLC (applications pending).