RazrCorp Group Limited, company registered in England (the “Company”), welcomes you to xuppi.com (the “Website”). It is important to the Company that you and other visitors have the best possible experience while using the Website, and that, when you use the Website, you understand your legal rights and obligations.
Please read this agreement, which governs your use of the Website, including any content, functionality, and services offered on or through the Website. Your access to the Website is on the condition that you agree to this agreement. Please pay special attention to the following sections: (1) disclaimer of warranties (section 18); (2) limit on liability and exclusion of damages (sections 19 and 20); (3) place for resolving disputes (section 23.2); (4) mandatory mediation and arbitration (sections 24.3 and 24.4); (5) className action waiver (section 24.8); and (6) limitation on time to file disputes (section 24.9).
By accessing the Website, including purchasing a subscription, you agree to this agreement. If you do not want to agree to this agreement, you must not access the Website.
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. If minors have access to your computer, please restrain their access to sexually explicit material by using any of the following products, which the Company provides for informational purposes only and does not endorse: CYBERsitter™ | Net Nanny® | CyberPatrol | ASACP.
No Adult Oriented Content. The Company prohibits Adult-oriented content on this website, the website doesn't allow adult-oriented content that displays sexualised nudity of human, digital or otherwise artificially generated models (this includes cartoons, drawings, paintings, sculptures and anime. Content must not show the genitals or the buttocks, or have exclusive focus on these body parts, even if those body parts are censored.
No Child Pornography. The Company prohibits pornographic content involving minors. 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.
No Prostitution or Sex Trafficking. The solicitation of prostitution is contrary to the Website’s purpose and the Company will not tolerate it in any fashion. Soliciting prostitution on the Website is strictly prohibited. The Company will immediately terminate any account used to solicit prostitution.
- The Website provides access to premium third-party social media accounts and other content of participating influencers in the entertainment industry.
- This agreement applies to all users of the Website. By accessing any part of the Website, you agree to this agreement. If you do not want to agree to this agreement, you must leave the Website.
- The Company may change this agreement on one or more occasions by updating this webpage. The top of the agreement will tell you when the Company last updated it. Changes will take effect on the “last updated” date stated on the top of this webpage. Changes will not operate retroactively. The Company will try to notify you when it changes this agreement if it can do so in a reasonable manner. But you should frequently check this webpage to make sure that you are operating under the most current version of the 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
2. Website Content.
To create an account you must be at least 13 years old. To join a creator’s membership/One Time Payment as a subscriber, or provide a membership/One Time Payment as a creator, you must be at least 18 years old or have your parent’s permission.
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 13-years old, to create an account, to Join Creator’s Membership/One Time Payment as a subscriber, or provide a membership/One Time Payment as a creator; you must be at least 18 Years old or have your parent’s permission.
- have reached the age of majority where you live, and you have the legal capacity to enter into this agreement;
- You are not accessing the Website from a place, country, or location in which doing so would, or could be considered a violation of law;
- All information you provide to the Company is accurate, and you will promptly update this information when necessary to make sure that it remains accurate;
- You own the payment method you pay with and authorize the Company (or its authorized payment processing agent) to charge your payment method for the offers you purchase; and
- By logging on, you will have released and discharged the providers, owners, and creators of the Website from all liability that may arise.
3.1 License Grant. The Company hereby grants you a nonexclusive, nontransferable, non sub-licensable license to access the Website and its content for your personal and noncommercial use in accordance with this agreement. By “access”, the Company means visit the Website, use its services, and view or download its content. “Content” includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features, and other materials found on the Website.
3.2 License Restrictions.
The license granted in section 3.1 does not include any of the following:
- resale or commercial use of the Website;
- distribution, public performance, or public display of the Website or the content;
- changing or otherwise making any derivative uses of the Website and the content, or any part of the Website or the content, unless the Company specifically authorizes change or derivative use in a separate written agreement with you;
- use of any data mining, robots, or similar gathering or extraction methods;
- downloading (other than webpage caching) any part of the Website or the content except as permitted on the Website; or
- any other use of the Website or the content other than for its intended purpose.
- Your license to access the Website does not transfer ownership of or title to a copy of any content that you view or print, and the Company only authorizes you to use your copy in accordance with this agreement. If you download or print a copy of the content for your personal use, you must retain all copyright and other proprietary notices embedded in the content. Any use of the Website or the content except as authorized by this agreement will terminate the license granted here. Unauthorized use of the Website or the content may also violate intellectual property laws or other laws. Unless stated here, nothing in this agreement should be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. The Company may revoke this license at any time.
4. Company’s Intellectual-Property Rights
4.1 Ownership of Website.
Unless otherwise indicated in this agreement or on the Website, the Company owns or has a license to use: (a) the Website, including its past, present, and future versions; (b) all webpages found within the Website; (c) all the material and information on the Website; (d) all graphics, text, images, audio, videos, designs, compilation, advertising copy, articles, user interfaces, artwork, any computer applications, any copyrightable material (including source and object code), and all other materials, including the design, structure, “look and feel,” and arrangement of the content contained on the Website; and (e) all trade names, trademarks, service marks, logos, domain names, and other distinctive brand elements, regardless of registration, contained on the Website. Intellectual property laws, including copyright, patent, service mark, trademark, trade dress, trade secret, international treatises, and various other intellectual property and unfair competition laws protect the Website and its content. In using the Website or the content, you will comply with all governing intellectual property laws, and any specific notices contained on the Website.
The Company’s name, logos, domain names, and the terms (Xuppi.com), are the Company’s trademarks, and must not be copied, imitated, or used, in whole or in part, without the Company’s advance written permission. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and trade dress of the Company, and must not be copied, imitated, or use, in whole or in part, without the Company’s advance written permission. Other names of actual companies, products, or services mentioned on the Website may be the trademarks of their respective owners and reference to them does not suggest sponsorship, endorsement, or association by or with the Company, or that those owners endorse or have any affiliation with the Website. Nothing contained on the Website should be construed as granting, by implication or otherwise, any license or right to use any marks displayed on the Website, meta tags, or any other “hidden text” using marks that belong to the Company and its licensors, without advanced written permission from the Company or the third party who may own the mark.
5. Your Account
5.1 Account Creation.
You must complete the registration process by providing the Company with accurate information as prompted by the applicable registration form. You also will choose a password and a username. By creating an account, you state that (a) all account registration, and profile information you provide is your own and is accurate; (b) if you previously had an account on the Website, your old account was not terminated or suspended by the Company for violation of this agreement; and (c) your creating an account for your own personal use and you will not sell, rent, or transfer your account to any third party.
5.2 Responsibility for Account.
You are responsible for keeping your password 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.
5.3 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 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 or password.
5.4 Use of Other Accounts.
You must not use anyone else’s account at any time.
5.5 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.
6. Paid Services
6.1 In General.
The Website is a social media platform that lets you subscribe to an influencer’s profile or third-party social media account to view the influencer’s otherwise restricted photos, videos, and posts as well as to interact with the influencer in exchange for a one-time or recurring fee. Influencer set their own pricing. It is your responsibility to check the price before subscribing or making a purchase. Unless the payment page indicates otherwise (for example, VAT taxes are collected from EU users), pricing excludes any taxes or currency transmission charges, which are extra costs charged to you. The Company does not provide price protection or refunds in the event of a price reduction or promotional offering.
You must prepay for any subscription that you order. The Company accepts payment via the payment method indicated before the purchase. You must have a valid accepted form of payment on file to purchase a subscription. 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. The Company will charge your credit card or other form of payment for the price listed for the relevant subscription, along with any additional amounts relating to applicable taxes, bank fees, and currency fluctuations.
6.3 Recurring Billing.
If you purchase any automatically renewing subscriptions, you hereby authorize the Company or its payment processor to charge the payment method on file on the first day of each billing period for the relevant subscription, and if the payment method on file becomes invalid due to an expired credit card or other similar reason and the Company is unable to charge you on the next billing period, the Company may immediately revoke your access to any subscription you have purchased until you update your payment method. If you fail to update your payment method within a reasonable amount of time, the Company may cancel your subscription.
If the Company is required to collect or pay any taxes in connection with your purchase of a subscription (for example, the Company collects VAT taxes from EU users), 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 subscription. 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.
6.5 Billing Errors.
The Company will correct any mistakes in a charge and add or credit them against your future payments. If you become aware of any errors in a charge, please notify the Company promptly at email@example.com If an error occurs in the billing bank, gateway, processor, or intermediate processor and a transaction is lost, the Company has up to 30 days to work with the billing bank, gateway, processor, or intermediate processor to locate this transaction and solve this issue, including providing credit to your payment method or refunding the transaction. You waive any error unless you notify the Company of the error within three months after you receive the bill in which the error first appears. You hereby release the Company from any liability for any error that you do not report to the Company within three months after you receive the bill in which the error first appeared.
All sales and transactions are final. Payments are nonrefundable and fully earned on payment. 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, including if an influencer fails to add you to their private third-party social media account within 24 hours after you buy a subscription to that influencer’s private third-party social media account (unless the failure to add was caused by your failure to provide accurate information). 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.
6.7 Subscription Cancellations.
If you buy a subscription that automatically renews, you may cancel the subscription any time before the end of the current billing period and the cancellation will take effect on the next billing period. You retain access to the subscription from the time you cancel until the start of the next billing period and will not receive a refund or credit for any remaining days in your current billing period. To cancel a subscription, please email us at firstname.lastname@example.org
7. User Conduct
7.1 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 non-automated “scraping;”
- 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; or
- 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.
7.2 You must not do any of the following while using the Website’s interactive features:
- harass, stalk, threaten, embarrass, or cause distress or discomfort to an influencer;
- use language that could be considered offensive or likely to harass, upset, intimidate, embarrass, alarm, or annoy;
- transmit any information, data, text, files, links, software, communication, or other materials that a reasonable person would consider to be unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, slanderous, vulgar, obscene, hateful, or racially, ethnically, or otherwise objectionable;
- create, upload, post, display, publish, or distribute any content that violates another’s copyright, trademark, right of privacy, right of publicity, or other property or personal right (for example, using the name, likeness, image, or other identity of another without proper consent);
- distribute messages between you and any influencer;
- record, rebroadcast, or distribute any video or other content found on the Website;
- post private or personal data about any person;
- request personal data from or share your personal data with any influencer, including financial information, email address, telephone number, or mailing address;
- request money from, or otherwise defraud, an influencer;
- impersonate any person;
- discuss or engage in any activity that may be considered obscene in your community or may be generally considered obscene worldwide, including pedophilia, the exploitation of children, age-play, incest, rape, extreme violence, genital mutilation, sadomasochistic abuse or bondage, torture, bestiality, necrophilia, urination, defecation, “going to the bathroom,” enema play, vomiting, menstrual bleeding, or paraphilia;
- offer or solicit money or other consideration in exchange for sex;
- advertise, promote, or solicit prostitution or escort services;
- promote or advertise firearms or other weapons, tobacco, drugs, or drug paraphernalia;
- discuss, facilitate, or promote any illegal activity (including posting links to other websites that deal with illegal activities), or advocate, facilitate, promote, or assist any unlawful act;
- post or transmit any unsolicited advertising, promotional materials, or other forms of solicitation through the Website, including the solicitation of influencers for commercial ventures or for prostitution or escort services;
- transmit “junk mail,” “chain letters,” or “spam;” or
- engage in antisocial, disruptive, or destructive behavior, including “bombing,” “flaming,” “flooding,” “trolling,” and “griefing” as those terms are commonly understood and used on the Internet.
7.3 If you threaten, harass, bully, or stalk any influencer through the Website or any third-party sedia platform’s terms, policies, or guidelines, you will not receive a refund or any credit.
8. User Content
8.1 Content Ownership.
You retain all ownership rights to content uploaded to the Website.
8.2 Content License.
By submitting content to the Website, you hereby grant the Company a worldwide, nonexclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the content in connection with the Website and the Company’s (and its successors’ and affiliates’) business, including for promoting and redistributing part or all of the Website (and derivative works of it) in any media formats and through any media channels.
9. Third-Party Content.
Through the Website, you will have the ability to access or use content provided by third parties. The Company cannot guarantee that third-party content will be free of material you may find objectionable or otherwise. The Company will not be liable to you for your access or use of any third-party content.
10. 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 (1) the availability or accuracy of those websites or resources; or (2) 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.
11. Third-Party Social Media Platforms.
The Company does not own, operate, or control third-party social media platforms. Your use of any third-party social media platform in connection with your subscription is subject to that third-party social media platform’s terms, policies, and guidelines. If your third-party social media platform account is suspended or terminated as a result of your violation of that third-party social media platform’s terms, policies, or guidelines, you will not receive a refund or credit for any lost access due to a third-party social media platform’s suspension or termination of your account with that platform.
12. 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, influencer, studio, or other third party (collectively, the “participants”) does not constitute the Company’s endorsement that participant. The Company is not responsible for the acts, omissions, agreements, promises, content, products, or other services, comments, opinions, advice, statements, offers, or information of any 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.
14. Copyright Policy.
The Company respects the intellectual property rights of others and expects the Website’s users to do the same. The Company will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to the Company. If you believe that your content has been copied in a way that constitutes copyright infringement, please provide the Company’s copyright agent with the following information:
- a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
- identification of the copyrighted work claimed to have been infringed;
- identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Company to locate the material;
- your contact information, including your address, telephone number, and an email address;
- a statement by you 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
- a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
- It is the Company’s policy in appropriate circumstances to disable or terminate the user accounts of repeat infringers in accordance with the Company’s repeat infringer policy.
15. Monitoring and Enforcement
15.1 The Company may do any of the following:
- Remove or refuse to post any submission or communication for any reason, including obscene or defamatory material or excessive length;
- Take any action against any submission or communication that the Company considers necessary or appropriate, including if the Company believes that the submission or communication breaches this agreement, infringes any intellectual property right of any person, 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 person who claims that your submission or communication violates their rights, including their intellectual-property rights or their privacy rights;
- 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 breach of this agreement.
15.2 The Company will fully cooperate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity of or other information about anyone posting any submission or communication on or through the Website or otherwise engaging in any alleged wrongful conduct. You hereby waive any claims you might have against the Company—including its affiliates, licensees, and service providers—resulting from any action taken by the Company during or because of the Company’s investigations and from any actions taken as a consequence of investigations by either the Company or law enforcement authorities.
15.3 The Company cannot and does not review all material before it is posted on the Website and cannot ensure prompt removal of objectionable material after it has been posted. You remain solely responsible for the content of your submissions and communications. The Company will not be liable for any action or inaction regarding submissions, transmissions, communications, or content provided by any user or third party. The Company will not be liable to anyone for performance or nonperformance of the activities described in this section 15. But if you know of any submission or communication that violates this agreement, please email the Company at email@example.com Please provide as much detail as possible, including (1) a copy of the objectionable submission or the location where the Company may find it, (2) the reason the Company should remove it, and (3) a statement certifying the accuracy of the information you provided to the Company.
16 Changes to the Website; Availability
16.1 Although the Company may update the content on the Website on one or more occasions, 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. If you believe you have found errors or omissions on the Website, you can bring them to the Company’s attention by email at firstname.lastname@example.org
16.2 While the Company will try to make sure that the Website is always available, it does not guarantee continuous, uninterrupted, or secure access to the Website. Many factors or circumstances outside of the Company’s control may interfere with or adversely affect its operation of the Website.
17 Compliance with Law.
The Company is located in the England. The Company is not making any statement that the Website or any of its content is accessible or appropriate outside of the England. Access to the Website might not be legal by certain persons or in certain countries. If you access the Website from outside the England, you do so on your own initiative and are responsible for complying with all local laws. If you access the Website in a jurisdiction that prohibits or restricts its use, the Company will not have any liability to you for your use of the Website.
18 Acknowledgements and Warranty Disclaimers
- 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 (DDoS) 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 Website.
- The Company is not making any warranty about the availability or functionality of any third-party social media platform. You acknowledge that the Company is not affiliated with any third-party social media platform and that third-party social media platforms do not sponsor or endorse the Company or the Website. You further acknowledge that the Company has no control over third-party social media platforms and that third-party social media platforms may suspend or terminate an influencer account that you subscribe to for violation of that third-party social media platform’s terms, policies, or guidelines at any time.
- You acknowledge that the Website includes content provided by third parties, including materials provided by other users, influencers, studios, third-party licensors, syndicators, or aggregators (collectively, “Third-Party Materials”), and that the Company does not prescreen or preemptively monitor 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 Third-Party Materials. Third-Party Materials do not reflect the opinion of the Company. The Company will not be liable to you or any other person for the content or accuracy of any Third-Party Materials. You further 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 those Third-Party Materials.
- Your use of the Website, its content, and any services or items obtained through the Website 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 any warranty of merchantability, title, noninfringement, privacy, security, and fitness for 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.
19 Limit on Liability; Release
- The Company, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors will not be liable to you for any of the following:
- A third-party social media platform’s suspension or termination of your account or the private third-party social media account of any influencer you purchase access to;
- An influencer’s failure to add you to the influencer’s private third-party social media account;
- 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 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 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 subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors from all liability arising out of submissions or the conduct of other users or third parties, including disputes between you and one or more other users or third parties.
20 Exclusion of Damages; Exclusive Remedy
- Unless caused by gross negligence or intentional misconduct, the Company, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors 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 content. 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 subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors also 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 content. 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 or have any other complaint, your exclusive remedy is to stop using the Website and cancel your subscriptions. The maximum liability of the Company and its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors to you for any claim will not exceed the greater of $100 or the amount you have paid to the Company for the applicable purchase out of which liability arose even if the remedy fails of its essential purpose.
21 Scope of Disclaimers, Exclusions, and Limits.
The disclaimers, exclusions, and limits stated in sections 18, 19, and 20 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.
22.1 In General.
You will pay the Company, its directors, officers, employees, agents, contractors, subsidiaries, affiliates, partners, licensors, content providers, and service providers (collectively, the “Indemnified Parties”) for any loss of an Indemnified Party that is caused by any of the following (whether actual or alleged): (a) your use of the Website; (b) your breach of this agreement; (c) your violation of law; (d) your submission, posting, or transmission of user content to the Website; or (e) your violation of a third party’s rights. But you are not required to pay if the loss was caused by the Indemnified Party’s actual 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.
22.3.Indemnified Party’s Duty to Notify You.
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 timely notify you does not end your obligation, except if that failure prejudices your ability to defend or mitigate losses.
22.4.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.
The Indemnified Parties’ rights under this section 22 do not affect other rights they might have.
23 Governing Law; Place for Resolving Disputes
23.1 The laws of the England, without giving effect to any conflicts of law principles, govern 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.
23.2 Except for disputes subject to arbitration, all disputes arising out of or relating to the Website or this agreement will be subject to the exclusive jurisdiction and venue of the courts of competent jurisdiction located in England. Each party hereby submits to the personal jurisdiction of the courts of competent jurisdiction located in England to resolve all disputes not subject to arbitration. Each party hereby waives any right to seek another forum or venue because of improper or inconvenient forum.
23.3 For purposes of this section 23, the Website will be deemed solely based in England and will be deemed a passive website that does not give rise to personal jurisdiction over the Company, either specific or general, in any other jurisdiction.
24 Dispute Resolution
- Litigation Election. Either party may elect to litigate the following type of case or controversy: (a) an action seeking injunctive or other equitable relief, or (b) a suit to compel compliance with this dispute resolution procedure.
- Negotiation. Each party will allow the other a reasonable opportunity to comply before it claims that the other has not met the duties under this agreement. The parties will first meet and negotiate with each other in good faith to try to resolve all disputes between the parties arising out of or relating to the Website.
- Mediation. If the parties cannot settle a dispute arising out of or relating to the Website or this agreement through negotiation after 30 days, either party may, by notice to the other party and the International Chamber of Commerce (ICC), demand mediation under the ICC Mediation Rules. Mediation will take place in England. The language of the mediation will be English. Each party will bear its own costs in mediation, and the parties will share equally between them all third-party mediation costs unless the parties agree differently in writing. Each party will participate actively and constructively in mediation proceedings once started and will attend at least one joint meeting between the mediator and the parties. Any party may terminate mediation at any time after an initial meeting between the mediator and the parties.
- Procedure. If the parties cannot settle a dispute through mediation, the parties will settle any unresolved dispute arising out of or relating to the Site or this agreement by binding arbitration administered by the ICC in accordance with the Rules of Arbitration of the International Chamber of Commerce. The arbitrator, and not any court or agency, will have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability, or formation of this agreement, including any claim that any part of this agreement is void or voidable.
- Location. Unless the parties agree otherwise, the arbitration will take place in England.
- Fees. Each party will be responsible for paying any filing, administrative, and arbitrator fees associated with the arbitration.
- Award. The award rendered by the arbitrator must include costs of arbitration, reasonable legal fees, and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Confidentiality. 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.
- Right to 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 24 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 proceedings between the parties arising out of 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 expenses that the prevailing party incurs in those proceedings, including legal fees and expenses. For purposes of this section 24.6, “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. Each party hereby waives its right to a trial by jury in any proceedings arising out of, or relating to the subject matter of, this agreement. Either party may enforce this waiver up to and including the first day of trial.
- className Action Waiver. All claims must be brought in the parties’ individual capacity, and not as a plaintiff or className member in any purported className 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 className action.
- Limitation on Time to Bring Claims. A party will not bring a claim arising out of or relating to the Website or this agreement more than one year after the cause of action arose. Any claim brought after one year is barred.
25.1 Entire Agreement.
This agreement constitutes the entire agreement between you and the Company about your access to and use of the Website. It supersedes all earlier or contemporaneous agreements between you and the Company about access to and use of 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.
25.2.Copy of this Agreement.
You may, and the Company recommends that you, print this agreement on your printer or save them to your computer. If you have trouble printing a copy, please email the Company at email@example.com and the Company will email you a copy.
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
25.4.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 25.4 is void.
The parties may waive any 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.
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 25.6, 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.
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:
- Acts of God, including fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters;
- War, riot, arson, embargoes, acts of civil or military authority, or terrorism;
- Fiber cuts;
- Strikes, or shortages in transportation, facilities, fuel, energy, labor, or materials;
- Failure of the telecommunications or information services infrastructure; and
- 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.
25.9.Successors and Assigns.
This agreement inures to the benefit of, and are binding on, the parties and their respective successors and assigns. This section 25.11 does not address, directly or indirectly, whether a party may assign rights or delegate obligations under this agreement. Section 25.4 addresses these matters.
25.10.Permission to Email You.
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.
18 U.S.C 2257 Record-Keeping Requirements Compliance Statement
In compliance with the Federal Labeling and Record-Keeping Law (also known as 18 U.S.C. 2257), all Creators/Influencers located within our domain were 18 years of age or older during the time of photography. All Influencers/Creators' proof of age is held by the custodian of records, which is listed below, organized by producer. All content and images are in full compliance with the requirements of 18 U.S.C. 2257 and associated regulations.
RazrCorp Group Limited
172 Birmingham Road
Database Administrator – firstname.lastname@example.org