Axcess Creative Ventures, LLC (DBA Flirt1to1™) (the "Company") welcomes you to Flirt1to1.com. It is important to the Company that you and other visitors have the best possible experience while using the website located at https://flirt1to1.com and any services offered on or through it including live phone, SMS interactions, and all other Interactive Services (collectively, the "Website"), and that, when you use the Website, you understand your legal rights and obligations. Please read this terms-of-service agreement, which is a legal agreement between you and the Company that governs your access to and use of the Website, including any content, functionality, and services offered on or through the Website. You may access the Website only if you agree to this agreement. Please pay special attention to the following sections of this agreement: (1) disclaimer of warranties (section 16); (2) limit on liability and exclusion of damages (sections 17 and 18); (3) place for resolving disputes (section 22.2); (4) arbitration (section 23.1); (5) class action waiver (section 23.5); and (6) limitation on time to file disputes (section 23.6).
Section 230(d) Notice: In accordance with 47 U.S.C. § 230(d), you are notified that parental control protections (including computer hardware, software, or filtering services) are commercially available that may help in limiting access to material that is harmful to minors. You may find information about providers of these protections on the Internet by searching "parental control protection" or similar terms.
Minors Prohibited: The Website may contain, or direct you to websites containing, adult oriented content and is not intended for minors. Only adults (1) who are at least 18-years old and (2) who have reached the age of majority where they live may access the Website. The Company forbids all persons who do not meet these age requirements from accessing the Website.
Child Pornography Prohibited: The Company prohibits pornographic content involving minors. The Company only allows visual media of consenting adults for consenting adults on the Website. If you see any visual media, real or simulated, depicting minors engaged in sexual activity within the Website, please promptly report this to the Company at email@example.com. Please include with your report all appropriate evidence, including the date and time of identification. The Company will promptly investigate all reports and take appropriate action. The Company fully cooperates with any law-enforcement agency investigating child pornography.
Prostitution and Sex Trafficking Prohibited: The Company prohibits the Website and its interactive services from being used in any way to engage in, participate in assist, support, promote, solicit, or facilitate any act of prostitution of another person or sex trafficking of another person. This includes using the Website or its interactive services to share personal contact details or arrange face-to-face meetings. If you see any evidence of the foregoing on the Website, please promptly report this to the Company at firstname.lastname@example.org. Please include with your report all appropriate evidence, including the date and time of identification. The Company will promptly investigate all reports and take appropriate action. The Company will terminate the account of any person engaging in any of the foregoing and will report all individuals suspected of promoting or facilitating prostitution of another person or sex trafficking to the appropriate law enforcement agency. The Company fully cooperates with any law-enforcement agency investigating prostitution or sex trafficking.
- The Website provides interactive features and various other products and services primarily provided by third parties that is adult-oriented in nature. By accessing the Website, you may be exposed to graphic depictions or descriptions of explicit sexual activity, including heterosexual, bisexual, homosexual, and transsexual situations of a sexual nature. Access and registration to the Website is free. The only time you must pay is if you purchase access to premium content, features, products, or services.
- This agreement applies to all Website users of the Website, whether you are a "visitor" or a "registered user". If you have any questions about this agreement or any questions or comments about the Website, please email the Company at email@example.com. By checking the appropriate box during registration, purchasing access to content or other items, or accessing any part of the Website, you agree to this agreement. If you do not wish to agree to this agreement, you must leave the Website. If you breach any part of this agreement, the Company may revoke your license to access the Website, block your access, and cancel your account (if you have one).
- The Company is not liable for anything that you post or say while you are on the Website. The Company does not monitor the content of the Website, but if the Company does see, or someone tells the Company that you have posted, something that the Company finds inappropriate, the Company will remove it and may take appropriate action against you. If you post content that belongs to someone else and they get annoyed (or even call in their lawyers), the Company is not in the firing line. You have to take responsibility for what you post.
- The Company may change this agreement on one or more occasions by updating this page. The top of this page will tell you when the Company last updated this agreement. Changes take effect on the "last updated" date stated on the top of this page. Changes will not operate retroactively. The Company will try to let you know when it changes this agreement if it can do so in a reasonable way. But you should frequently check this page to make sure that you are operating under the most current version of this agreement. The Company will consider your continued use of the Website after it posts the changes as your acceptance of the changes even if you do not read them. If you do not agree to the changes, your sole remedy is to stop accessing the Website.
- If you have any questions about this agreement or any questions or comments about the Website, please email the Company at firstname.lastname@example.org.
Adult-Oriented Content. The Website may contain uncensored sexually explicit material unsuitable for minors. Only adults (1) who are at least 18-years old and (2) who have reached the age of majority where they live may access the Website. If you do not meet these age requirements, you must not access the Website and must leave now. By accessing the Website, you state that the following facts are accurate:
- You are at least 18-years old, have reached the age of majority where you live, and you have the legal capacity to enter this agreement;
- You are aware of the adult nature of the content available on the Website, and you are not offended by visual images, verbal descriptions, and audio sounds of a sexual nature, which may include graphic visual depictions and descriptions of nudity and sexual activity;
- You are familiar with your community's laws affecting your right to access adult-oriented materials, including sexually explicit material depicting bondage, S/M, and other fetish activities;
- You have the legal right to access adult-oriented materials, including sexually explicit material depicting bondage, S/M, and other fetish activities, and the Company has the legal right to transmit them to you;
- You are voluntarily requesting adult-oriented materials for your own private enjoyment;
- You are not accessing the Website from a place, country, or location in which doing so would, or could be considered a violation of applicable law; and
- You will not share these materials with a minor or otherwise make them available to a minor.
- Accessing the Website. The Company may withdraw or amend this Website, and any service or material it provides on the Website, in its sole discretion without notice. The Company will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, the Company may restrict access to some parts of the Website, or the entire Website, to users, including registered users. You are responsible for making all arrangements necessary for you to have access to the Website.
- Account Creation. You must complete the registration process by providing the Company with accurate information as prompted by the applicable registration form. You also must choose a password and a username. In addition, if you dial into the phone portion of the service, you will also be required to input a 4-digit PIN code for account security purposes. You must not select or use a username of another person (unless it is also your name) or name that violates any third party's trademark rights, causes confusion, or which the Company otherwise considers inappropriate, vulgar, or offensive. The Company may delete or require you to change any username that violates this section 4.1.
- Responsibility for Account. You are responsible for keeping your password, PIN code, and account confidential. Further, you are responsible for all activities that occur under your account. You must notify the Company promptly of any unauthorized use of your account or any other security breach. The Company may disable any username, password, PIN code, or other identifier, whether chosen by you or provided by the Company, at any time in its sole discretion for any reason or no reason, including if, in the Company's opinion, you have violated any part of this agreement.
- Liability for Account Misuse. The Company will not be liable for any loss that you may incur as a result of someone else using your password, PIN code, or account, either with or without your knowledge. You could be held liable for losses incurred by the Company or another party due to someone else using your account, password, or PIN code.
- Use of Other Accounts. You must not use anyone else's account at any time.
- Account Security. The Company cares about the integrity and security of your personal information. But the Company cannot guarantee that unauthorized third parties will never be able to defeat the Website's security measures or use any personal information you provide to the Company for improper purposes. You acknowledge that you provide your personal information at your own risk.
- Ownership. The Website and its entire contents, features, and functionality (including all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement of it) are owned by the Company, the Company's licensors, or other providers of that material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
License Grant. This agreement permits you to use the Website for your personal, noncommercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Website, except as follows:
- Your computer may temporarily store copies of those materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your Web browser for display enhancement purposes.
- You may print or download one copy of a reasonable number of pages of the Website for your own personal, noncommercial use and not for further reproduction, publication, or distribution.
- You may download or print a copy of any part of the premium content to which you have properly gained access solely for your personal, noncommercial use and not for further reproduction, publication, or distribution.
- If the Company provides desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, noncommercial use, on condition that you agree to be bound by the Company's end user license agreement for those applications.
- If the Company provides social media features with certain content, you may take those actions as are enabled by those features.
You must not:
- Modify copies of any materials from this Website.
- Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Website.
- You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.
- If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of this agreement, your right to use the Website will stop immediately and you must, at the Company's option, return or destroy any copies of the materials you have made. No interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by this agreement is a breach of this agreement and may violate copyright, trademark, and other laws.
- You must not:
- Trademarks. The Company's name; the term FLIRT1TO1™; the Company logo; and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use those marks without the Company's prior written permission. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
Prohibited Uses. You must use the Website only for lawful purposes and in accordance with this agreement. You must not engage in any of the following prohibited activities:
- copying, distributing, or disclosing any part of the Website in any medium, including by any automated or nonautomated "scraping;"
- recording or rebroadcasting any content or interactive or live sessions;
- using any automated system, including "robots," "spiders," "offline readers," etc., to access the Website;
- transmitting spam, chain letters, or other unsolicited email;
- attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Website;
- taking any action that imposes, or may impose at the Company's sole discretion an unreasonable or disproportionately large load on the Website infrastructure;
- uploading invalid data, viruses, worms, or other software agents through the Website;
- collecting or harvesting any personally identifiable information, including account names, from the Website;
- using the Website for any commercial solicitation purposes;
- impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
- interfering with the proper working of the Website;
- accessing any content on the Website through any technology or means other than those provided or authorized by the Website;
- bypassing the security measures that the Company may use to prevent or restrict access to the Website, including features that prevent or restrict use or copying of any content or enforce limitations on use of the Website or the content located on it; or
- using the Website for any unlawful purpose or in any way that is prohibited by this agreement or that exposes the Company to civil or criminal liability, including solicitating or promoting prostitution or sex trafficking.
Monitoring and Enforcement; Termination
The Company may:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion;
- Take any action with respect to any User Contribution that the Company considers necessary or appropriate in its sole discretion, including if the Company believes that that User Contribution violates this agreement, including the Content Standards set out in section 6.3, infringes any intellectual-property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for the Company;
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual-property rights or their right to privacy;
- Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Website; or
- Terminate or suspend your access to all or part of the Website for any reason, including any violation of this agreement.
- The Company will fully cooperate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity or other information of anyone posting any materials on or through the Website. You waive and hold harmless the Company and the Company's affiliates, licensees, and service providers from any claims resulting from any action taken by any of the foregoing parties during, or taken as a consequence of, investigations by either those parties or law enforcement authorities.
- The Company does not undertake to review material before it is posted on the Website and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, the Company assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. The Company has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
- The Company may:
Content Standards. These content standards apply to all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. User Contributions must not:
- Contain any material that is defamatory, libelous, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
- Promote violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- Infringe any copyright, patent, trademark, trade secret, or other intellectual property rights of any person;
- Contain viruses, worms, or Trojan horses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications;
- Be likely to deceive any person;
- Promote or solicit any illegal activity, or advocate, promote, or assist any unlawful act, including promoting or facilitating prostitution of another person, sex trafficking, or human trafficking;
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person;
- Cause any chatroom screen to "scroll" faster than others are able to type to it or any action to a similar disruptive effect;
- Disrupt the normal flow of dialogue in a chatroom or otherwise act in a manner that negatively affects other participants;
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization;
- Involve commercial activities or sales, including contests, sweepstakes, and other sales promotions, barter, or advertising, including soliciting actresses for commercial ventures;
- Give the impression that they emanate from or are endorsed by the Company or any other person, if this is not the case;
- Depict private or personal information of any person;
- Request personal information from or share personal information with any actress or other user, including financial information, email address, telephone number, or mailing address;
- Request money from, or otherwise defraud actresses or other users of the Website; or
- Discuss pedophilia, the exploitation of children, age-play, rape, or incest.
- Copyright Infringement. If you believe that any User Contribution violates your copyright, please see the Copyright Policy for instructions on sending the Company a notice of copyright infringement. It is the Company's policy to terminate the user accounts of repeat infringers.
- Third-Party Content. The Website includes content provided by third parties, including materials provided by other users, actresses, third-party licensors, syndicators, or aggregators ("Third-Party Materials"), and the Company does not prescreen or preemptively monitor Third-Party Materials. The Website is a distributor and not a publisher of Third-Party Materials. All statements or opinions expressed in Third-Party Materials, and all responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person providing the Third-Party Materials. Third-Party Materials do not reflect the Company's opinion. The Company will not be liable to you or any other person for the content or accuracy of any Third-Party Materials. You acknowledge that you may be exposed to Third-Party Materials that are inaccurate, offensive, indecent, obscene, or otherwise objectionable, and you hereby waive any legal or equitable rights or remedies you have or may have against the Company with respect to these Third-Party Materials.
- Promotions. Some actresses may promote competitions, promotions, prize draws, and other similar opportunities on the Website ("Third-Party Competitions"). The Company is not the sponsor or promoter of these Third-Party Competitions and does not bear any responsibility or liability for the actions or inactions of any third parties who organize, administer, or are otherwise involved in any promotion of these Third-Party Competitions. If you wish to participate in any of these Third-Party Competitions, you are responsible for reading and ensuring that you understand the applicable rules and any eligibility requirements and are lawfully able to participate in these Third-Party Competitions in your country of residence.
- No Offsite Communications. You will not use the Interactive Services to arrange face-to-face meetings offline with any actress or other user, including exchanging money or other consideration for sex or companionship. The Company prohibits any form of interaction with an actress outside of the Website or the Interactive Services. If you choose to do so, you do this at your own risk and the Company will not be liable to you for any consequences of your choice.
- No Endorsement. The Company operates the Website as a neutral host, and the Company does not regularly monitor, regulate, or police the Website's use by any of its participants. The participation in the Website by a visitor, user, actress, or other third party (collectively, the "participants") does not constitute the Company's endorsement of that participant. Participants are independent parties, and the Company does not, and will not, have any responsibility or liability for the acts, omissions, agreements, promises, comments, opinions, advice, statements, or offers of any participant.
- Changes to the Website. The Company may update the content on this Website from time to time, but the content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and the Company is not required to update that material.
- In General. While some aspects of the Website are free, including the ability to browse profiles, read blog posts, listen to recorded voice profiles, other aspects of the Website are not. The Website allows you to purchase access to certain premium features, content, products, or services in exchange for a one-time or pay-per-minute fee, as applicable to the relevant features, content, products, or services (the "Paid Services"). The Paid Services may allow you to purchase products, content, and services including the ability to purchase access to exclusive content from a particular actress and communicate with actresses by phone, text, email, or live video chat (subject to availability) through the Interactive Services.
- Payment. The Company accepts payment via the payment methods identified on the Website before checkout. Unless the Website indicates otherwise, you must have a valid accepted form of payment on file to purchase Paid Services or participate in free trial offers or other free offers related to the Paid Services. You must abide by any relevant terms of service or other legal agreement, whether with the Company or a third party, that governs your use of a given payment method. Prices for any Paid Service may change at any time, and the Company does not provide price protection or refunds in the event of a price reduction or promotional offering. You must prepay for any Paid Service that you order unless otherwise provided for on the Website. The Company or the applicable third-party payment processor will charge your payment method for the price listed for the applicable Paid Service, along with any additional amounts relating to applicable taxes, bank fees, and currency fluctuations.
- Taxes. If the Company is required to collect or pay any taxes in connection with your purchase of a Paid Service, those taxes will be charged to you at the time of each purchase transaction. Additionally, if required by law, you are responsible for reporting and paying certain taxes in connection with your purchase and use of a Paid Service. These taxes may include duties, customs fees, or other taxes (other than income tax), along with any related penalties or interest, as applicable to your purchase or country of purchase.
- No Refunds. All sales and transactions are final. Payments are nonrefundable and there are no refunds or credits for partially used periods. But the Company may approve a refund in the form of a credit on request if exceptional circumstances exist. The amount and form of a refund, and the decision to provide it, is at the Company's sole discretion. The provision of a refund in one instance does not entitle you to a refund in the future for similar instances; nor does it obligate the Company to provide refunds in the future, under any circumstance. You acknowledge that if you voluntarily close your account before using all your credits (if applicable), you will not receive a refund for your unused credits.
- Billing Disputes. If you believe that the Company has charged you in error, you must notify the Company in writing no later than 30 days after you receive the billing statement in which the error first appeared. If you fail to notify the Company in writing of a dispute within this 30-day period, you waive any disputed charges. You must submit any billing disputes by phone at (877) 771-4255 or by email at email@example.com. If by email, please include a detailed statement describing the nature and amount of the disputed charges. The Company will correct any mistakes in a bill and add or credit them against your future payments.
- Credit Forfeiture. The Company may expire unused credits after six months. If you delete your account or if your account is terminated by the Company for breach of this agreement, you will lose any accumulated credits. If you receive free or promotional credits, the Company may expire them at any time. Credits are not redeemable for any sum of money or monetary value from the Company unless the Company states otherwise in writing.
- Links to other Websites. The Website may contain links to third-party websites or resources. You acknowledge that the Company is not responsible or liable for (a) the availability or accuracy of those websites or resources; or (b) the content, products, or services on or available from those websites or resources. Links to third-party websites or resources do not imply any endorsement by the Company of those websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.
- You acknowledge that the Company cannot and does not state that files available for downloading from the Internet or the Website will be free from loss, corruption, attack, viruses or other destructive code, interference, hacking, or other security intrusions. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for antivirus protection and accuracy of data input and output, and for keeping a means external to the Website for any reconstruction of any lost data. The Company will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that might infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Website or any services or items obtained through the Website or to your downloading of any material posted on the Website, or on any website linked to the it.
- Your use of the Website, its content, and any services or items obtained through the Website (including the Interactive Services) is at your own risk. The Company provides the Website, its content, and any services or items obtained through the Website "as is," "with all faults," and "as available," without making any warranty, either express or implied. The Company is not making any warranty (1) that the Website, its content, or any services or items obtained through the Website will be accurate, reliable, error-free, or uninterrupted; (2) that defects will be corrected; (3) that the Website or the server that makes it available are free of viruses or other harmful components; or (4) that the Website or any services or items obtained through the Website will otherwise meet your needs or expectations.
- The Company is not making any warranty, whether express, implied, statutory, or otherwise, including warranty of merchantability, title, noninfringement, privacy, security, and fitness for a particular purpose. No advice or information, whether oral or written, obtained from the Company, the Website, or elsewhere will create any warranty not expressly stated in this agreement.
Limit on Liability; Release
The Company, its directors, officers, employees, agents, subsidiaries, affiliates, licensors, content providers, and service providers will not be liable to you for any of the following:
- Errors, mistakes, or inaccuracies of content;
- Personal injury or property damage resulting from your access to and use of the Website or its content;
- Content (including User Contributions) or conduct that is infringing, inaccurate, obscene, indecent, offensive, threatening, harassing, defamatory, libelous, abusive, invasive of privacy, or illegal;
- Unauthorized access to or use of the Company's servers and any personal or financial information stored in them, including unauthorized access or changes to your account, submissions, transmissions, or data;
- Interruption or cessation of transmission to or from the Website;
- Bugs, viruses, Trojan horses, malware, ransomware, or other disabling code that may be transmitted to or through the Website by any person or that might infect your computer or affect your access to or use of the Website, your other services, hardware, or software;
- Incompatibility between the Website and your other services, hardware, or software;
- Delays or failures you might experience in starting, conducting, or completing any transmissions to or transactions with the Website; or
- Loss or damage incurred because of the use of any content posted, emailed, sent, or otherwise made available through the Website.
- You hereby release the Company, its directors, officers, employees, agents, subsidiaries, affiliates, licensors, content providers, and service providers from all liability arising out of User Contributions or the conduct of other users or third parties, including disputes between you and one or more other users or third parties.
- The Company, its directors, officers, employees, agents, subsidiaries, affiliates, licensors, content providers, and service providers will not be liable to you for any of the following:
Exclusion of Damages; Exclusive Remedy
- Unless caused by gross negligence or intentional misconduct, the Company, its directors, officers, employees, agents, subsidiaries, affiliates, licensors, content providers, and service providers will not be liable to you for any direct, indirect, special (including so-called consequential damages), statutory, punitive, or exemplary damages arising out of or relating to your access or your inability to access the Website or the Interactive Services. This exclusion applies regardless of theory of liability and even if you told the Company about the possibility of these damages or the Company knew or should have known about the possibility of these damages.
- The Company, its directors, officers, employees, agents, subsidiaries, affiliates, licensors, content providers, and service providers will not be liable to you for any damages for (1) personal injury, (2) pain and suffering, (3) emotional distress, (4) loss of revenue, (5) loss of profits, (6) loss of business or anticipated savings, (7) loss of use, (8) loss of goodwill, (9) loss of data, (10) loss of privacy, or (11) computer failure related to your access of or your inability to access the Website or the Interactive Services. This exclusion applies regardless of theory of liability and even if you told the Company about the possibility of these damages or the Company knew or should have known about the possibility of these damages.
- If you are dissatisfied with the Website (including the Interactive Services) or have any other complaint, your exclusive remedy is to stop using the Website (including the Interactive Services). The maximum liability of the Company and its directors, officers, employees, agents, subsidiaries, affiliates, licensors, content providers, and service providers to you for any claim will not exceed the lesser of $500 and the amount you have paid to the Company for the applicable content or service in the last three months out of which liability arose even if the remedy fails of its essential purpose.
Waiver of Section 1542. With respect to the releases of liability set out in this agreement, you acknowledge that you understand the consequences of entering into the general release and discharge of all known and unknown claims as stated in this agreement and that you are familiar with the provisions of section 1542 of the California Civil Code, which provides that:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.You hereby waive all rights under section 1542 and under any other federal or state statutes or laws of similar effect.
- Scope of Disclaimers, Exclusions, and Limits. The disclaimers, exclusions, and limits stated in sections 16, 17, and 18 apply to the greatest extent allowed by law, but no more. The Company does not intend to deprive you of any mandatory protections provided to you by law. Because some jurisdictions may prohibit the disclaimer of some warranties, the exclusion of some damages, or other matters, one or more of the disclaimers, exclusions, or limits will not apply to you.
- In General. You will pay the Company, its directors, officers, employees, agents, contractors, subsidiaries, affiliates, licensors, content providers, and service providers (the "Indemnified Parties") for any loss of the Indemnified Parties' that is caused by any of the following: (a) your access of, or conduct on, the Website, including your use of the Interactive Services; (b) your User Contributions; (c) your breach of this agreement; (d) your violation or infringement of rights of any person, including intellectual property, publicity, and privacy rights; (e) your violation of any applicable law; (f) your tortious acts or omissions; or (g) your criminal acts or omissions. But you are not required to pay if the loss was caused by the Indemnified Party's intentional misconduct.
- "Loss" means an amount that the Indemnified Party is legally responsible for or pays in any form. Amounts include, for example, a judgment, a settlement, a fine, damages, injunctive relief, staff compensation, a decrease in property value, and expenses for defending against a claim for a loss (including fees for legal counsel, expert witnesses, and other advisers). A loss can be tangible or intangible; can arise from bodily injury, property damage, or other causes; can be based on tort, breach of contract, or any other theory of recovery; and includes incidental, direct, and consequential damages.
- A loss is "caused by" an event if the loss would not have happened without the event, even if the event is not a proximate cause of the loss.
- Indemnified Party's Duty to Notify You. If the Indemnified Party has your contact information, the Indemnified Party will notify you before the 30th day after the Indemnified Party knows or should reasonably have known of a claim for a loss that you might be compelled to pay. But the Indemnified Party's failure to give you timely notice does not end your obligation, except if that failure prejudices your ability to defend or mitigate losses.
- Legal Defense of a Claim. The Indemnified Party has control over defending a claim for a loss (including settling it), unless the Indemnified Party directs you to control the defense. If the Indemnified Party directs you to control the defense, you will not settle any litigation without the Indemnified Party's written consent if the settlement (1) imposes a penalty or limitation on the Indemnified Party, (2) admits the Indemnified Party's fault, or (3) does not fully release the Indemnified Party from liability. You and the Indemnified Party will cooperate with each other in good faith on a claim.
- No Exclusivity. The Indemnified Parties' rights under this section 21 do not affect other rights they might have.
Governing Law and Jurisdiction
- Nevada law—without giving effect to any conflicts of law principles—governs all matters arising out of or relating to the Website or this agreement. The predominant purpose of this agreement is providing services and licensing access to intellectual property and not a "sale of goods." This agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
- All non-arbitrable disputes arising out of or relating to the Website or this agreement will be subject to the exclusive jurisdiction and venue of the United States District Court for the District of Nevada or any state court in Clark County, Nevada, and each party hereby submits to the personal jurisdiction of those courts.
Alternative Dispute Resolution
- Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising out of the Website, this agreement, or the subject matter of this agreement, a party may demand that any such dispute be resolved by arbitration administered by the Arbitration Resolution Services, Inc. (ARS) (or a similar online dispute resolution provider if ARS is not available) in accordance with its rules available at www.arbresolutions.com, and each party hereby consents to any such dispute being so resolved. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, enforceability, or formation of this agreement, including any claim that all or any part of this agreement is void or voidable. Each party will be responsible for paying any filing, administrative, and arbitrator fees associated with the arbitration. The arbitrator may grant whatever relief that would be available in a court at law or in equity, except that the arbitrator must not award punitive or exemplary damages, or damages otherwise limited or excluded in this agreement. The arbitrator's award will include costs of arbitration, reasonable legal fees under section 23.3, and reasonable costs for expert and other witnesses. Judgment on any award rendered in any such arbitration may be entered in any court having jurisdiction. Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under this agreement without the advance written consent of both parties.
- Injunctive Relief. The parties acknowledge that breach by either party of the obligations under this agreement could cause irreparable harm for which damages would be an inadequate remedy. Nothing in this section 23 will prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Website, in each case without posting a bond or other security and without proof of actual money damages in connection with the claim.
- Recovery of Expenses. In any arbitration or litigation proceedings between the parties arising out of this agreement or relating to the subject matter of this agreement, the prevailing party will be entitled to recover from the other party, besides any other relief awarded, all reasonable expenses that the prevailing party incurs in those proceedings, including reasonable legal fees and expenses. For purposes of this section 23.3, "prevailing party" means, for any proceeding, the party in whose favor an award is rendered, except that if in those proceedings the award finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or more other claims or counterclaims, neither party will be the prevailing party. If any proceedings are voluntarily dismissed or are dismissed as part of settlement of that dispute, neither party will be the prevailing party in those proceedings.
- Jury Trial Waiver. Both parties hereby waive the right to a trial by jury for any dispute arising out of or relating to the Website. Either party may enforce this waiver up to and including the first day of trial.
- Class Action Waiver. All claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless the Company agrees otherwise, the arbitrator will not consolidate more than one person's claims. Both parties acknowledge that each party is waiving the right to participate in a class action.
- Limitation on Time to Bring Claims. A party will not file a claim arising out of or relating to the Website more than one year after the cause of action arose. Any claim brought after one year is barred.
- Entire Agreement. This agreement constitutes the entire agreement between you and the Company about your access to the Website. It supersedes all earlier or contemporaneous agreements between you and the Company about access to the Website. A printed version of this agreement will be admissible in any proceedings arising out of (or relating to) this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and kept in printed form. Any additional terms on the Website will govern the items to which they pertain.
- Changes. The Company may change this agreement on one or more occasions. The Company will try to post changes on the Website at least 15 days before they become effective. Changes will become effective on the "last updated" date stated at the top of this page. Changes will not apply to continuing disputes or to disputes arising out of (or relating to) events happening before the posted changes. While the Company will try to notify you when the Company changes this agreement, the Company does not assume an obligation to do so, and it is your responsibility to frequently check this page to review the most current agreement. By continuing to use the Website after the Company posts changes to this agreement, you agree to the revised agreement. If you do not agree to the revised agreement, your exclusive remedy is to stop accessing the Website. If you need more information about the changes or have any other questions or comments about the changes, please contact the Company at firstname.lastname@example.org.
- Assignment and Delegation. The Company may assign its rights or delegate any performance under this agreement without your consent. You will not assign your rights or delegate your performance under this agreement without the Company's advanced written consent. Any attempted assignment of rights or delegation of performance in breach of this section 24.3 is void.
- No Waivers. The parties may waive a provision in this agreement only by a writing signed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition, under this agreement, and no act, omission, or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy, or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other person.
Severability. The parties intend as follows:
- that if any provision of this agreement is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded;
- that if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, the entire agreement will be held unenforceable;
- that if an unenforceable provision is modified or disregarded in accordance with this section 24.5, then the rest of the agreement will remain in effect as written; and
- that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.
- Sending Notice to the Company. You may send notice to the Company by email at email@example.com unless a specific email address is set out for giving notice. The Company will consider an email notice received by the Company only when its server sends a return message to you acknowledging receipt. The Company may change its contact information on one or more occasions by posting the change on the Website. Please check the Website for the most current information for sending notice to the Company.
- Sending Notice to You¬—Electronic Notice. You consent to receiving any notice from the Company in electronic form either (1) by email to the last known email address the Company has for you or (2) by posting the notice on a place on the Website chosen for this purpose. The Company will consider notices sent to you by email received when its email service shows transmission to your email address. You state that any email address you gave the Company for contacting you is a current and valid email address for receiving notice, and that your computer has hardware and software configured to send and receive email through the Internet and to print any email you receive.
- Force Majeure. The Company is not responsible for any failure to perform if unforeseen circumstances or causes beyond its reasonable control delays or continues to delay its performance, including (a) acts of God, including fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters; (b) war, riot, arson, embargoes, acts of civil or military authority, or terrorism; (c) fiber cuts; (d) strikes, or shortages in transportation, facilities, fuel, energy, labor, or materials; (e) failure of the telecommunications or information services infrastructure; and (f) hacking, SPAM, or any failure of a computer, server, network, or software.
- No Third-Party Beneficiaries. This agreement does not, and the parties do not intend it to, confer any rights or remedies on any person other than the parties to this agreement.
- Relationship of the Parties. This agreement does not, and the parties do not intend it to, create a partnership, joint venture, agency, franchise, or employment relationship between the parties and the parties expressly disclaim the existence of any of these relationships between them. Neither of the parties is the agent for the other, and neither party has the right to bind the other on any agreement with a third party.
- Successors and Assigns. This agreement inures to the benefit of, and are binding on, the parties and their respective successors and assigns. This section 24.10 does not address, directly or indirectly, whether a party may assign rights or delegate obligations under this agreement. Section 24.3 addresses these matters.
- Electronic Communications Not Private. The Company does not provide facilities for sending or receiving confidential electronic communications. You should consider all messages sent to the Company or from the Company as open communications readily accessible to the public. You should not use the Website to send or receive messages you only intend the sender and named recipients to read. Users or operators of the Website may read all messages you send to the Website regardless of whether they are intended recipients.
- Recording Content. The Company may record all communications conducted or initiated using the Interactive Services including all chat, email, voice, data, streaming content and other forms of communication. The Company uses recorded data obtained to evaluate the Website, to monitor compliance with this agreement, quality assurance purposes, and to promote the Website. You may opt out of the Company's use of any recording for marketing purposes by sending an email to firstname.lastname@example.org and putting "Recording Opt-Out" in the subject of the email.
- Electronic Signatures. Any affirmation, assent, or agreement you send through the Website will bind you. You acknowledge that when you click on an "I agree," "I consent," or other similarly worded "button" or entry field with your finger, mouse, keystroke, or other device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.
Consumer Rights Information—California Residents Only. This section 24.14 applies only to California residents. In compliance with section 1789 of the California Civil Code, please note the following:
Axcess Creative Ventures, LLCUsers who wish to gain access to the password-restricted area of the Website must register. The Company does not charge consumers for registering, but the Company charges for various Paid Services. You may contact the Company at email@example.com to resolve any disputes or to receive further information about the Website.
3540 West Sahara Avenue, Suite 593
Las Vegas, Nevada 89102
- Complaints—California Residents Only. You may contact in writing the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs at 1020 North Street, #501, Sacramento, California 95814, or by telephone at +1 (916) 445-1254.
- Feedback. The Company encourage you to provide feedback about the Website. But the Company will not treat as confidential any suggestion or idea provided by you, and nothing in this agreement will restrict its right to use, profit from, disclose, publish, or otherwise exploit any feedback, without payment to you.
- English Language. The Company drafted this agreement in the English language. No translation into any other language will be used to interpret or construe this agreement. All services, support, notices, designations, specifications, and communications will be provided in English.
- Your Comments and Concerns. You should direct all feedback, comments, requests for technical support, and other communications relating to the Website to the Company by email at firstname.lastname@example.org or by phone at 844-637-5478.