Terms-of-service Agreement

The Website provides access to live interactive audiovisual content, previously recorded audiovisual content, and various other products and services primarily provided by third-party operators that are adult oriented in nature. By accessing the Website, you will be exposed to graphic visual depictions, nudity, adult language, and descriptions of explicit sexual activity. Access and registration to the Website is free. The only time you pay is if you buy Virtual Money to use on the Website.

This agreement applies to all users of the Website, whether you are a “visitor” or a “registered user.” By clicking on the “I Agree” button on the warning page, checking the appropriate box during registration, buying Virtual Money, or 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. If you breach any part of this agreement, we may revoke your license to access the Website, block your access, and suspend or cancel your account (if you have one).

We may change this agreement on one or more occasions by updating this page. The top of this page will tell you when we last updated this agreement. Changes take effect on the “last updated” date stated on the top of this page. Changes will not operate retroactively. We will try to let you know when we change this agreement if we 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. We will consider your continued use of the Website after we post 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 cancel your account and stop accessing the Website.

If you have any questions about this agreement or any questions or comments about the Website, please email us at [email protected].

You are at least 18-years old, have reached the age of majority where you live, and you have the legal capacity to enter into 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, including 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;

You have the legal right to access adult-oriented materials, and we have 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 this Website with a minor or otherwise make it available to a minor.

Account Creation. To access many of the Website’s features, you must create an account. Registration is free and for a single user only. To register, you must complete the registration process by providing accurate information as prompted by the registration form. You also must choose a password and a username. You must not choose a username that is offensive or that infringes a person’s service mark, trademark, or trade name. By creating an account, you state to us 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, we did not suspend or terminate that account for breach of this agreement; and (c) you are creating an account for your own personal use, and you will not sell, rent, or transfer your account to any third party.

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 let us know promptly of any unauthorized use of your account or any other security breach. You must not sell, rent, lease, share, or provide access to your account to anyone else, including charging anyone for access to administrative rights on your account. We may disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any reason or no reason, including if you have violated any part of this agreement.

Liability for Account Misuse. We will not be liable for any loss that you may incur because of someone else using your password or account, either with or without your knowledge. You could be held liable for losses incurred by us or another person because of someone else using your password or account.

Use of Other Accounts. You must not use anyone else’s account at any time.

Account Security. We care about the integrity and security of your personal information. But we cannot guarantee that unauthorized persons will never be able to defeat the Website’s security measures or use any personal information you provide to us for improper purposes. You acknowledge that you provide your personal information at your own risk.

Communication Preferences.

By registering for an account, you consent to receive electronic communications from us relating to your account. These communications may involve sending emails to the email address you provided during registration or posting communications on the Website and will include notices about your account (e.g., change in password, confirmation emails, and other transactional information) and are part of your relationship with us. You acknowledge that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. We recommend that you keep copies of electronic communications by printing a paper copy or saving an electronic copy. You also consent to receive certain other communications from us, including newsletters about new features and content, exclusive offers, promotional announcements, and customer surveys via email or other methods. You acknowledge that communications you receive from us may have sexually explicit material unsuitable for minors. If you no longer want to receive certain non-transactional communications from us, please review the Privacy Policy on how to opt out of marketing communications.

Ownership. The Company owns and operates the Website. All content, features, functionality, and other materials found on the Website, including all visual interfaces, graphics, information, software (including source code and object code), text, displays, images, photos, videos, and audio, and the design, selection, and arrangement of them (collectively, “Materials”) are owned by the Company, its licensors, or other providers of those Materials. United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws protect all Materials found on the Website.

License Grant. The Company hereby grants you a limited, nonsublicensable license (i.e., a personal and limited right) to access and use the Website and the Materials for your personal, noncommercial use only. You must not reproduce, distribute, resell, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the Materials on the Website, except as follows:

License Restrictions

Trademarks. The Company’s name and logo; the term CHERRY.TV; the Website’s logo; and all related names, domain names, logos, product and service names, designs, and slogans, as well as the Website’s look and feel, including all page headers, custom graphics, button icons, and scripts are trademarks or trade dress of the Company, its affiliates, or licensors. You must not use those marks in whole or in part in connection with any product or service that is not ours, in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits us, without first obtaining our prior written permission. Any use of these marks must be under any guidelines that we may provide you from time to time. All other service marks, trademarks, trade names, logos, product and service names, designs, and slogans on this Website are the marks of their respective owners. Reference on the Website to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply our endorsement, sponsorship, or recommendation or any other affiliation.

You may use the Website only for lawful purposes under this agreement. You must not use the Website:

Additionally, you must not:

In General. The Website may contain live cam shows, live chat, personal webpages or profiles, messaging, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to operators, other users, or other persons (collectively, “post”) content or materials (collectively, “User Contributions”) on or through the Website.

You may only post User Contributions on or through the Website if you are a verified user. To become a verified user, you must first provide us with a government-issued identification so that we can verify your age and identity. By providing us with a government-issued identification, you consent to us providing your government-issued identification to a third-party vendor for validation purposes.

License Grant. By posting any User Contribution on the Website, you hereby grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns an unrestricted, worldwide, fully sublicensable, non-exclusive, royalty-free license to (a) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display those User Contributions (including for promoting and redistributing any part of the Website (and derivative works of them)) in any form, format, media, or media channels now known or later developed or discovered; and (b) use the name, identity, likeness, and voice (or other biographical information) that you submit with those User Contributions. In addition, you also hereby grant each other user of the Website a worldwide, nonexclusive, royalty-free license to access your User Contributions through the Website, and to use those User Contributions, including to reproduce, distribute, prepare derivative works, display, and perform it, only as enabled by a feature of the Website (such as video playback or embeds). This license does not grant any rights or permissions for a user to make use of your User Contributions independent of the Website. The licenses granted by you continue for a commercially reasonable period after you remove or delete your User Contributions from the Website. You understand, however, that we may keep, but not display, distribute, or perform, server copies of your User Contributions that have been removed or deleted.

Third Parties Depicted in User Contributions. You must obtain and keep on record written consent from all persons depicted in the User Contributions specific to the following areas: (a) consent to be depicted in the User Contribution; (b) consent to allow for the public distribution of the User Contribution and to upload the User Contribution to the Website; and (c) if the User Contribution will be made available for downloading by other users, consent to have the User Contribution downloaded. In addition, you must verify the identity and age of all persons depicted in the User Contribution to ensure that all persons depicted are adults, and you must be able to provide us with supporting documents on request.

Obligations Under 18 U.S.C. § 2257. Under United States law, any visual depictions that you post, share, or perform on or through the Website that portrays “actual sexually explicit conduct,” “depictions of the genitals or pubic area,” or “simulated sexually explicit activity,” as those terms are defined in 18 U.S.C. §§ 2256(2)(A)(i)–(iv) and 2257A, require that you keep the records listed under 18 U.S.C. § 2257, and any such postings must contain an “18 U.S.C. § 2257 Record-Keeping Requirements Compliance Statement.” Your failure to comply with 18 U.S.C. § 2257 may make you subject to criminal and civil prosecution for the violation of federal law.

Representations and Warranties. You state that the following facts are accurate about the User Contributions you post on or through the Website: (a) you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns; (b) if any User Contributions contains the name (real or fictitious), identity, likeness, and voice (or other biographical information) of a third party, you state that you have obtained the appropriate consents and licenses for your use of those features and that the Company and its affiliates and service providers, and each of their and the Company’s respective licensees, successors, and assigns are allowed to use them to the extent indicated in this agreement; (c) your User Contributions do not and will not infringe, violate, or misappropriate any third-party right, including any copyright, service mark, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or defame any other person; (d) your User Contributions include no viruses, adware, spyware, worms, or other harmful or malicious code; and (e) your User Contributions otherwise comply with this agreement.

Acknowledgment. You acknowledge that you are responsible for any User Contribution you post, and you, not us, have full responsibility for that User Contribution, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any person for the content or accuracy of any User Contribution posted by you or any other user.

User Contributions are Uploaded at Your Own Risk. We use reasonable security measures to try to protect User Contributions against unauthorized copying and distribution. However, we do not guarantee that any unauthorized copying, use, or distribution of User Contributions by third parties will not take place. To the fullest extent allowed by applicable law, we will not be liable for any unauthorized copying, use, or distribution of User Contributions by third parties, and you release and forever waive any claims you may have against us for any such unauthorized copying or use of the User Contributions, under any theory. We provide the security measures to protect User Contributions “as is” and with no warranties, guarantees, conditions, or assurances that those security measures will withstand attempts to evade security mechanisms or that there will be no cracks, disablements, or other circumvention of those security measures.

We may:

It is our policy to suspend access to any User Contribution you post on the Website that we become aware of that might not comply with this agreement (including the Content Standards set out in section 9) or applicable law while we investigate the suspected non-compliance or unlawfulness of that User Contribution. If we suspend access to any of your User Contributions, you may request a review of our decision to suspend access to the relevant User Contribution by contacting us at [email protected]. After our investigation of the suspected non-compliance or unlawfulness of the relevant User Contribution, we may take any action we consider appropriate, including to reinstate access to the User Contribution or to permanently remove or disable access to the relevant User Contribution without needing to obtain any consent from you and without giving you prior notice. You must at your own cost promptly provide to us all reasonable assistance (including by providing us with copies of any information that we request) in our investigation. We will not be responsible for any loss suffered by you arising from the suspension of access to your User Contribution or any other steps that we take in good faith to investigate any suspected non-compliance or unlawfulness of your User Contribution under this section 8.2.

If we suspend access to or delete any of your User Contributions, we will notify you via email or electronic message to your user account, but we are not required to give you prior notice of that removal.

If we suspend access to your account or terminate your agreement with us and your access to the Website, we will let you know. During any period when access to your account is suspended, any payment that would otherwise have fallen due during the suspension will be suspended, and we may withhold all or any part of the earnings due to you but not yet paid if you are an operator under the terms of the Operator Agreement.

We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website.

You hereby waive and hold harmless the Company and its affiliates, licensees, and service providers from any claims resulting from any action taken during, or taken as a consequence of, investigations by either the Company or law enforcement authorities.

We review all User Contributions before publication to ensure that the User Contribution is not illegal and does not otherwise violate this agreement, including the Content Standards set out in section 9. In addition, for real-time or live video streaming content, we engage in real-time monitoring and removal of content being streamed that does not comply with the Content Standards set out in section 9. However, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section 8.

Depict any activity that is illegal or otherwise violates applicable law.

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, threatening, violent, hateful, inflammatory, or otherwise objectionable.

Promote violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

Promote or depict pedophilia, child exploitation or abuse, age-play, incest, rape or nonconsensual sex, hypnosis, intoxication, sexual assault, extreme violence, nonconsensual pain, blood, cutting, erotic asphyxiation, torture, necrophilia, sadomasochistic abuse or hardcore bondage, extreme fisting, genital mutilation, bestiality, urine, scatological, or excrement-related material, enema play, vomiting, menstrual bleeding, paraphilia, or any other matter that would be considered obscene under the applicable community standards.

Contain unsolicited sexual content or unsolicited language that sexually objectifies another person in a non-consensual way or contains fake or manipulated sexual content in relation to another person (including “deepfakes”).

Promote, depict, or constitute “revenge porn” (being any sexually explicit material featuring any individual who has not given prior, express, and fully informed consent to that material (a) being taken, capture, or otherwise memorialized; or (b) being posted and shared on the Website.

Promote or depict firearms, weapons, or any goods whose sale, possession, or use is subject to prohibitions or restrictions.

Promote or depict alcohol or drugs or drug paraphernalia.

Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

Violate the legal rights (including the rights of publicity and privacy) of any person or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with this agreement or our Privacy Policy.

Be likely to deceive any person.

Promote or solicit any illegal activity, or advocate, promote, or assist any unlawful act, including promoting or facilitating the 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 chat 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 chat 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 unsanctioned contests, sweepstakes, and other sales promotions, barter, or advertising.

Give the impression that they emanate from or are endorsed by us or any other person or entity, if that is not the case.

Contain viruses, worms, Trojan horses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, mobile device, or telecommunications equipment.

Depict private or personal information of any person without their written consent.

Request personal information from or share personal information with any operator or other user, including financial information, email address, telephone number, or mailing address.

Request money from, or otherwise defraud operators or other Website users.

In addition to the User Contributions, we may provide other third-party content on the Website (collectively, “Third-Party Content”). We do not control or endorse any Third-Party Content and make no representation or warranties about the Third-Party Content, including its accuracy or completeness. We do not create Third-Party Content, update it, or monitor it. Thus, we are not responsible for any Third-Party Content on the Website.

You are responsible for deciding if you want to access or use third-party websites or applications that link from the Website (“Reference Sites”). We do not control or endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through them, and we are not making any representations or warranties about the Reference Sites. Further, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Website are solely between you and that advertiser. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk.

In General. The Website allows you to obtain access to certain features, content, or services from operators in exchange for Virtual Money, as applicable to the relevant features, content, or services.

Payment. We accept payment through our payment processor via the payment methods identified on the Website at checkout. You must have a valid accepted form of payment to buy Virtual Money. You must comply with any relevant terms of service or other legal agreement that governs your use of your chosen payment method. You authorize us to supply your payment card details to a third-party payment processor to process your payment. Prices may change at any time, and we do not offer price protection or refunds in case of a price reduction or promotional offering. Your payment card provider may charge you currency conversion fees. We do not have control over currency exchange rates or charges imposed by your payment card provider or bank, and we are not responsible for paying any charges or fees imposed by your payment card provider or bank. It is your responsibility to check the price before buying Virtual Money. We will charge your payment method for the price listed along with any additional amounts relating to applicable taxes, bank fees, and currency fluctuations.

Taxes. You are responsible for any applicable federal, national, state, provincial, or local sales or use taxes, value-added taxes (VAT), or similar taxes or fees payable with your purchase. If you do not pay those taxes or fees on a transaction, you will be responsible for those taxes or fees if they are later found to be payable on that sale, and we may collect those taxes or other fees from you at any time. If we must collect or pay any taxes with your purchase, we will charge you those taxes at the time of each purchase transaction.

Refunds. All sales and transactions are final.

Payments are nonrefundable and fully earned on receipt. There are no refunds or credits for unused Virtual Money.

If you believe exceptional circumstances exist for a refund, please email us at [email protected] and explain the circumstances that you believe merits a refund.

Billing Errors. If you believe that we have charged you in error, you must notify us in writing no later than 30 days after you receive the billing statement in which the error first appeared.

If you do not let us know in writing of an error within this period, you waive any disputed charges.

You acknowledge that we cannot and do 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.

We will not be liable for any loss or damage caused by (a) a distributed denial-of-service attack, viruses, or other technologically harmful material that might infect your computer equipment, mobile device, computer programs, data, or other proprietary material because of your use of the Website or any services or items obtained through the Website; or (b) by your downloading of any material posted on the Website or on any website linked to it.

You use the Website, the Materials, and any services or items obtained through the Website at your own risk. We provide the Website, the Materials, and any services or items obtained through the Website “as is” and “as available,” without making any warranty, either express or implied. Neither we nor any person associated with us is making any warranty with respect to the Website’s completeness, security, reliability, quality, accuracy, or availability. Neither we nor anyone associated with us is making any warranty (1) that the Website, the Materials, 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 it will otherwise meet your needs or expectations.

We are not making any warranty about the Website, whether express, implied, statutory, or otherwise, including any warranties of merchantability, noninfringement, 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.

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:

You hereby release the Company, its directors, officers, employees, agents, subsidiaries, affiliates, licensors, content providers, and service providers from all liability arising out of your User Contributions or the conduct of other users or third parties, including disputes between you and one or more other users or third parties.

Unless caused by its 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 Materials.

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 Materials.

If you are dissatisfied with the Website or have any other complaint, your exclusive remedy is to terminate your account (if you have one) and stop using the Website. 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 greater of $200 and the amount you have paid for the applicable purchase out of which liability arose even if the remedy fails of its essential purpose.

In General

You will pay the Company, its directors, officers, employees, agents, contractors, subsidiaries, affiliates, licensors, content providers, and service providers (collectively, “Indemnified Parties”) for any loss of an Indemnified Party that is caused by any of the following: (a) your access of, or conduct on, the Website, including your User Contributions; (b) your conduct offline; (c) your breach of this agreement; (d) your dispute with any other user, including any operator; (e) your violation of rights of any person, including intellectual property, publicity, and privacy rights; (f) your violation of any applicable law; (g) your tortious acts or omissions; or (h) your criminal acts or omissions. But you are not required to pay if the loss was caused by the Indemnified Party’s intentional misconduct.

Definitions. “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 23. do not affect other rights they might have.

Delaware law governs all matters arising out of or relating to the Website or this agreement without giving effect to any conflicts of law principles. This agreement’s predominant purpose is providing services and licensing access to intellectual property and not a “sale of goods.” The United Nations Convention on Contracts for the International Sale of Goods will not govern this agreement, the application of which is expressly excluded.

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 United States District Court for the District of Delaware or any state court of competent jurisdiction in New Castle County, Delaware. Each party submits to the personal jurisdiction of the United States District Court for the District of Delaware and the state courts of competent jurisdiction in New Castle County, Delaware to resolve all disputes not subject to arbitration. Each party waives any right to seek another forum or venue because of improper or inconvenient forum.

Arbitration.

All claims and disputes arising out of or relating to the Website or this agreement are to be settled by binding arbitration with Arbitration Resolution Services, Inc. (ARS) (or a similar online dispute resolution provider if ARS is not available). The parties will abide by all rules of ARS, as found on its website at www.arbresolutions.com . 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, 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 parties’ prior written consent.

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 25. 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 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 expenses that the Prevailing Party incurs in those proceedings, including legal fees and expenses. For purposes of this section 25.3, “ 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.

Each party waives its right to a jury trial in proceedings arising out of or relating to this agreement. 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 we agree 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 or this agreement 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 us about your use of the Website and supersedes all earlier or contemporaneous agreements between you and us. Any additional terms on the Website will govern the items to which they pertain.

Changes. We may change this agreement on one or more occasions. We will 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 ongoing disputes or disputes arising out of or relating to events happening before the posted changes.

By continuing to use the Website after we post changes to this agreement, you agree to the revised agreement.

Assignment and Delegation. We may assign our 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 our prior written consent. Any attempted assignment of rights or delegation of performance in breach of this section 26.3 is void.

Waiver. If we fail to exercise or enforce any right or provision of this agreement, it will not constitute a waiver of that right or provision. Any waiver of any provision of this agreement will be effective only if in writing and signed by the relevant party.

Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Notices

Force Majeure. We are not responsible for any failure to perform if unforeseen circumstances or causes beyond our reasonable control delays or continues to delay our 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. Except for the Indemnified Parties, who are third-party beneficiaries of section 23. of this agreement having the right to enforce section 23., 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 benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Electronic Communications Not Private. We do not provide facilities for sending or receiving confidential electronic communications. You should consider all messages sent to us or from us 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 or through the Website regardless of whether they are the intended recipients.

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 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 26.13 applies only to California residents. In compliance with section 1789 of the California Civil Code, please note the following:

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.

Unsolicited Idea Submission Policy. We and our employees do not accept or consider unsolicited ideas, suggestions, proposals, comments, or materials, including new or improved products, services or technologies, product or service enhancements, processes, advertising campaigns, promotions, marketing plans, or new product or service names (collectively, “Submissions”). Please do not send any Submissions in any form to us or any of our employees. The sole purpose of this policy is to avoid potential misunderstandings or disputes when our products, services, marketing, or other projects might seem similar to any Submissions made to us. If, despite our policy, you still submit your ideas to us, the following terms will apply to your Submissions, regardless of what your communication states. You acknowledge that: (1) we will consider the Submissions to be nonconfidential and nonproprietary; (2) we may use, copy, redistribute, and disclose the Submissions for any purpose in any way, without compensation to you or any other person or party; and (3) we will have no obligations for the Submissions, including no obligation to review the Submissions, return any materials, or acknowledge receipt of the Submissions. If you do not agree to these terms, please do not send us any Submissions.

Feedback. While we cannot accept unsolicited ideas, we always welcome feedback on our existing business. If you want to send us your feedback, please only provide specific feedback on our existing business and do not include ideas that the policy stated in section 26.15 prohibits. Any feedback you provide is considered nonconfidential and nonproprietary. We will be free to use that information on an unrestricted basis with no compensation to you or any other person or party.

Complaint Policy. If you have a complaint about the Website (including any complaint about content appearing on the Website or the conduct of a user), please send your complaint to [email protected] including your name, address, contact details, a description of your complaint, and, if your complaint relates to content, the URL for the content to which your complaint relates. If you are unable to contact us by email, please write to us at the most appropriate address identified in section 26.19. After receipt of your complaint, (a) we will take those steps as we consider to be appropriate to investigate your complaint within a timescale that is appropriate to the nature of your complaint; (b) if we require further information or documents from you, we will contact you to let you know; and (c) we will in good faith take those actions as we consider appropriate to deal with the issue that your complaint has raised. If you have complained about contact that appears on the Website and we are satisfied that the content is unlawful or otherwise breaches this agreement (including the Content Standards ), we will act quickly to remove that content. We are not required to inform you of the outcome of your complaint. You state that you will not make any complaint under this section 26.17 that is wholly unjustified, abusive, or made in bad faith. If we determine that you have breached this warranty, we may suspend or terminate your account.

Survival. On termination of this agreement, any provision which, by its nature or express terms should survive, will survive the termination of this agreement.

Your Comments and Concerns. The Website is operated by
CSME Technology, Inc.
2093A Philadelphia Pike,
Suite 107 Claymont,
Delaware 19703.
All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy in the manner and by the means stated in it. All notices of abuse, including alleged child exploitative material and sex trafficking, should be directed to [email protected]. You should direct all other feedback, comments, requests for technical support, and other communications relating to the Website to us at [email protected].