Terms of Use

Spearmintrhino.com 

Last Updated: November 16, 2022

 

Spearmint Rhino Consulting Worldwide Inc. (“we, us, our, ours, etc.”) is the owner and operator of www.spearmintrhino.com and any affiliated websites and related mobile versions and all services provided thereon (the “Site and Services”). We are the owner or licensee of all text, images, graphics, photographs, audio, video, buttons, icons, animations, data, messages, software, content, information, or materials on the Site and Services (“Materials”).

 

These Terms of Use are a legal contract that establishes the relationship between you, the user, (“you, your, yours, etc.”) and us as it relates to your access to and use of the Site and Services, the online platform which allows you to access information about our clubs and which, from time to time, may allow you to tip and send gifts to adult entertainers (“Entertainers”) and to reserve VIP room dances and bottle service at a physical Spearmint Rhino Gentlemen’s Club location (“Club”) in exchange for payment via a method acceptable to Club (“Payment”).

 

By accessing or using the Site and Services, you accept and agree to our website policies, including these Terms of Use, and you certify to us that (a) you are eighteen (18) years of age or older or twenty-one (21) years of age or older in the U.S. in the case of bottle service reservations), and are at least the age of majority in your jurisdiction, (b) you have the legal capacity to enter into and agree to these Terms of Use, (c) you are using the Site and Services freely, voluntarily, willingly, and for your own personal enjoyment, and (d) you will only provide accurate and complete information to us and promptly update this information as necessary to maintain its accuracy and completeness.

 

We reserve the right to revise these Terms of Use at any time. You agree that we have this unilateral right, and that all modifications or changes are in force and enforceable immediately upon posting. The updated version supersedes any prior versions immediately upon posting, and the prior version is of no continuing legal effect unless the revised version specifically refers to the prior version and keeps the prior version or portions thereof in effect. We agree that if we change anything in these Terms of Use, we will change the “Last Updated” date at the top of these Terms of Use. You agree to re-visit this page on a frequent basis, and to use the “Refresh” and/or “Clear Cache” function on your browser when doing so. You agree to note the date above. If the “Last Updated” date remains unchanged from the last time you reviewed these Terms of Use, then you may presume that nothing in these Terms of Use has changed since the last time you visited. If the “Last Updated” date has changed, then you must review the updated Terms of Use in their entirety. You must agree to any updated Terms of Use or immediately cease use of the Site and Services. If you fail to review these Terms of Use as required to determine if any changes have been made, you assume all responsibility for such omission, and you agree that such failure amounts to your affirmative waiver of your right to review the updated terms. We are not responsible for your neglect of your legal rights.

 

  • Accounts

 

  1. Registration

 

All users may register for a single account on the Site and Services, provided you are over the age of 18 (or twenty-one (21) years of age or older in the U.S. in the case of bottle service reservations), have reached the age of majority in your jurisdiction, meet the requirements set forth herein, and otherwise abide by these Terms of Use. You must also provide a valid payment method to tip or send gifts to Entertainers, and to reserve VIP room dances and bottle service at a Club.

 

  1. Accuracy

 

If you fail to provide the required information, if we reasonably believe that you have provided false, misleading, inaccurate, incomplete, not current, or otherwise incorrect information to us, if you fail to promptly update such information to maintain its accuracy and completeness, or if we or any of our authorized agents have reasonable grounds to suspect that a violation of this provision has occurred, we may suspend or terminate your account, as well as subject you to criminal and civil liability. Acceptance of registration is subject to our sole discretion. While we may require you to provide additional information as necessary to verify the accuracy of your identity and the information you provide to us, you understand and agree that we do not sponsor or endorse any user.

 

  1. No Account Sharing

 

You will not use, attempt to access, or ask for the login credentials for any third party’s account at any time. You will not allow any third party to access or use your account at any time, nor provide any third party with your login credentials. We will not be liable for any loss that you may incur as a result of any third party that uses your password or otherwise accesses your account, either with or without your knowledge. You will be liable for losses incurred by us or any third party due to release of account credentials to unauthorized persons.

 

  1. Termination by You

 

You may delete your account by clicking “Delete Account” in your account settings.  You will not assign, transfer, sell, or share your membership to the Site and Services. If you do, both you and any unauthorized user are jointly and severally liable for any fees that will be due.

 

  1. Termination by Us

 

We may suspend or delete your account or any licenses herein at any time, for any reason, in our sole discretion. We have the right to terminate your membership at any time, and you will be responsible for all charges to your account at the time of termination. We are not responsible for preserving terminated account information which may be permanently deleted in our discretion.

 

  • Grant of Rights

 

You understand that all we are offering you is access to and use of the Site and Services as we provide them from time to time. You need to provide your own access to the Internet, hardware, and software, and you are solely responsible for any fees that you incur to access or use the Site and Services. All users may access and use certain public areas of the Site and Services, free of charge. We grant all users a limited, nonexclusive, revocable, and nontransferable personal license to access and use only those Materials provided on free areas of the Site and Services for private, non-commercial purposes on a single computer or mobile device. This free license does not include a license to access or use paid areas of the Site and Services or the Materials therein. We also grant you a limited, nonexclusive, revocable, and nontransferable personal license to access and use the Site and Services and the Materials, as limited by your purchase of certain paid features and upgrades. This paid license is for private, non-commercial purposes on a computer or mobile device. We reserve the right to limit the amount of Materials viewed or features available to you. Your license to access and use the Site and Services, the Materials, and certain paid features is not a transfer of title. You will not copy or redistribute any Materials, and you will prevent others from unauthorized access, use of, or copying of the Materials.

 

  • Acceptable Use Policy

 

  1. Prohibited Uses

 

You agree that you will only use the Site and Services for purposes expressly permitted and contemplated by these Terms of Use. You may not use the Site and Services for any other purposes without our express prior written consent. Without our express prior written authorization, you will not:

 

  • use the Site and Services for any purpose other than as offered by us, including in any way that is prohibited by these Terms of Use or that is violative of any applicable law, regulation, or treaty of any applicable governmental body, including:

 

  • laws prohibiting sex trafficking and promotion or facilitation of prostitution;

 

  • intellectual property right laws protecting patents, copyrights, trademarks, trade secrets, and any other intellectual property right, including making, obtaining, distributing, or otherwise accessing illegal copies of copyrighted, trademarked, or patented content, deleting intellectual property right indications and notices;

 

  • laws against obscene, lewd, defamatory, or libelous speech; and

 

  • laws protecting confidentiality, privacy rights, publicity rights, or data protection.

 

  • fail to comply with orders, judgments, or mandates from courts of competent jurisdiction.

 

  • access or use the Site and Services if you are, or are required to be, a registered sex offender in any jurisdiction.

 

  • link to the Site and Services on any third-party website in any way that is illegal, unfair, or which damages or takes advantage of our reputation, including any link which establishes or suggests a form of association, approval, or endorsement by us where none exists.

 

  • access the accounts of other users.

 

  • engage in any fraudulent activity.

 

  • circumvent, disable, damage, or otherwise interfere with the operations of the Site and Services, any user’s enjoyment of the Site and Services, or our security-related features or features that prevent, limit, restrict, or otherwise enforce limitations on the access to, use of, or copying of the Site and Services, by any means, including posting, linking to, uploading, or otherwise disseminating viruses, adware, spyware, malware, logic bombs, Trojan horses, worms, harmful components, corrupted data, or other malicious code, file, or program designed to interrupt, destroy, limit, or monitor the functionality of any computer software or hardware or any telecommunications equipment.

 

  • reverse engineer, decompile, disassemble, or otherwise discover the source code of the Site and Services or any part of it, except and only if that activity is expressly permitted by applicable law despite this limitation.

 

  • access or use any automated process (such as a robot, spider, scraper, or similar) to access or use the Site and Services in violation of our robot exclusion headers or to scrape all or a substantial part of the Site and Services (other than in connection with bona fide search engine indexing or as we may otherwise expressly permit).

 

  • modify, adapt, translate, or create derivative works based on the Site and Services, except and only if applicable law expressly permits that activity despite this limitation.

 

  • commercially exploit or make available, mirror, or frame the Site and Services.

 

  • take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive demands on it.

 

  • attempt to do any of the acts described in this section or assist or permit any person in engaging in any of the acts described in this section.

 

Engaging in any Prohibited Use will be considered a breach of these Terms of Use and may result in immediate suspension or termination of the user’s account and access to the Site and Services or the platform without notice, in our sole discretion. We may pursue any legal remedies or other appropriate actions against you if you engage in any of the above Prohibited Uses or otherwise violate these Terms of Use or any international, foreign, or domestic laws, including civil, criminal, or injunctive relief, and cancellation of your account.

 

  1. WE HAVE A ZERO TOLERANCE POLICY FOR PROSTITUTION AND SEX TRAFFICKING

 

The solicitation, promotion, and facilitation of prostitution and sex trafficking are strictly prohibited. If you engage or seek to engage in such activity, whether in a Club or on the Site and Services, we may delete your account without refund and take other appropriate action.

 

  1. WE HAVE A ZERO TOLERANCE POLICY FOR CHILD EXPLOITATION

 

You understand that all depictions on the Site and Services are of persons over the age of eighteen (18) on the date of production. We take great measures to ensure that no minors appear in any of the Materials. If you seek any form of child sexual abuse material (whether real or virtual), you must exit the Site and Services immediately. We do not provide or promote underage content, and we do not tolerate those who seek underage content. In order to further our zero-tolerance policy, you agree to report any images, real or simulated, that appear to depict minors on the Site and Services.

 

  1. Law Enforcement

 

We will fully cooperate with law enforcement authorities or orders from courts of competent jurisdiction, requesting or directing us to disclose the identity or location of any user in breach of these Terms of Use, in accordance with our privacy policies, law enforcement policies, and applicable law or regulation. If we receive a subpoena, discovery request, production order, search warrant, or court order in response to your activities which causes us to incur legal expenses, costs, or fees for compliance, you agree to reimburse us for any such legal expenses, costs, and fees upon our request.

 

  • Billing

 

  1. Purchases

 

If you provide valid and current payment information, you may make a Payment to tip and send gifts to Entertainers, and to reserve, at currently displayed rates, VIP room dances and bottle service at a Club.  We reserve the right to charge additional fees for access to or use of the Site and Services or any of our other features, and to change our fee structure at our discretion. All previous offers or discounts are unavailable once removed from the Site and Services.

 

You understand and agree that we may require a non-refundable deposit for the cost of reserving VIP Room dances or bottle service at a Club. The amount of the associated non-refundable deposit will be prominently displayed on the Site and Services prior to booking your reservation.

 

You agree to pay all fees or charges related to any fees, taxes, charges, purchases, deposits, tips, gifts, or upgraded features associated with your purchase(s), immediately when due in accordance with our stated billing policy, or that of our third-party billing agent. You acknowledge that the charge on your banking statement may display our company name, one of our brand names, or our third-party billing agent’s name. You understand and agree that you are responsible for all fees or penalties associated with you. You must make your Payment in full at the time of the online submission/request. Your card issuer agreement may contain additional terms with respect to your rights and liabilities as a card holder. You agree to pay all amounts immediately when due. 

 

  1. Taxes

 

You shall be responsible for payment of all taxes, including sales taxes on gifts, and we will not be responsible for any federal income tax withholding, unemployment contribution, workers compensation, Medicare / Medicaid, or any employment-related benefits. If requested, you will provide us with a Social Security Number or Taxpayer Identification Number, to comply with any tax obligation. Failure to provide such information to us may result in termination of these Terms of Use.

 

  1. Third-Party Payment Processing

 

We utilize various third-party payment processors and gateways, and we reserve the right to contract with additional third-party payment processors and gateways in our sole discretion to process all payments associated with the Site and Services. Such third parties may impose additional terms and conditions governing payment processing. You are responsible for abiding by such terms. We further disclaim any liability associated with your violation of such terms.

 

  1. Changes to Your Billing Information

 

You must promptly inform our third-party billing agents of all changes, including changes in your address, debit or credit card, and other banking information used in connection with billing through the Site and Services. You are responsible for any debit or credit card charge backs, dishonored checks, and any related fees that we incur with respect to your account, along with any additional fees or penalties imposed by our third-party billing agents.

 

  1. Chargebacks

 

If you make a purchase on the Site and Services that results in a chargeback, we may terminate your ability to transact with us. You agree to contact us to seek a resolution of any issue before initiating a chargeback.

 

  1. Changes to Our Billing Methods

 

We reserve the right to make changes at any time to our fees and billing methods, including the addition of administrative or supplemental charges for any feature, with or without prior notice to you.

 

  1. Refunds

 

You understand and agree that it is our standard policy that all purchases are final and nonrefundable. We reserve the right to address all refund requests in our sole discretion. In no instance will a refund be provided where the user initiates a chargeback.

 

  1. Billing Errors

 

If you believe that you have been erroneously billed for activity associated with you, including your credit/debit cards, please notify our third-party billing agents immediately of such error. If you do not do so within thirty (30) days after such billing error first appears on any account statement, the fee in question will be deemed acceptable by you for all purposes, including resolution of inquiries made by or on behalf of your banking institution. You release us from all liabilities and claims of loss resulting from any error or discrepancy that is not reported within thirty (30) days of the bill being rendered to you. These terms shall supplement and be in addition to any terms required by third party billing entities we engage to provide billing services. You are responsible for review and compliance with such entity’s terms in addition to those contained in these Terms of Use.

 

  1. Fraudulent Use of Credit Cards

 

We take credit card fraud very seriously. Discovery that you have used a stolen or fraudulent credit card will result in the notification of the appropriate law enforcement agencies and termination of your account.

 

  • Visual Roll Call / VIP Dances

 

From time to time, the Site and Services may offer a “Visual Roll Call” service (“VRC”) to assist users in identifying which entertainers will be present at a given Club at a specific time and/or to reserve VIP room dances with such entertainers. Schedules and availability of specific entertainers are subject to change. You agree to hold the Site and Services harmless from any inaccurate information associated with the VRC service and we disclaim all liability associated therewith. The VRC service is provided strictly for entertainment and informational purposes.

 

  • Gifts

 

From time to time, the Site and Services may permit you to send gifts to specific Entertainers. You agree to hold the Site and Services harmless from any failed or delayed delivery of gifts. the Site and Services reserves the right to substitute comparable gifts if a selected gift is unavailable, out of stock, discontinued, or if delivery would be unreasonably delayed. The price of gifts, along with any shipping, handling, tax, or other charges, will be prominently displayed before selection and payment. If the price of a gift exceeds your available credits, you authorize the Site and Services to bill your credit card for any overage.

 

  • Dispute Resolution and Damages

 

  1. Governing Law and Venue

 

These Terms of Use and all matters arising out of, or otherwise relating to, these Terms of Use shall be governed by the laws of the state of Florida, excluding its conflict of law provisions. The sum of this paragraph is that all disputes must be, without exception, resolved in Orange County, Florida. All Parties to these Terms of Use agree that all actions or proceedings arising in connection with these Terms of Use or any services or business interactions between the Parties that may be subject to these Terms of Use shall be brought exclusively in Orange County, Florida. The Parties agree to exclusive jurisdiction and venue in, and only in, Orange County, Florida. The Parties additionally agree that this choice of venue and forum is mandatory and not permissive in nature, thereby precluding any possibility of litigation between the Parties with respect to, or arising out of, these Terms of Use in a jurisdiction other than that specified in this paragraph. All Parties hereby waive any right to assert the doctrine of forum non-conveniens or similar doctrines challenging venue or jurisdiction, or to object to venue with respect to any proceeding brought in accordance with this paragraph or with respect to any dispute under these Terms of Use whatsoever. All Parties stipulate that the courts located in Orange County, Florida shall have personal jurisdiction over them for resolution of any litigation permitted by these Terms of Use. You agree to accept service of process by registered or certified mail, Federal Express, or Priority Mail, with proof of delivery or return receipt requested, sent to your last known address for any legal action arising from these Terms of Use. Any final judgment rendered against you or us in any action or proceeding shall be conclusive as to the subject matter and may be enforced in the courts located in Orange County, Florida or other jurisdictions in any manner provided by law if such enforcement becomes necessary.

 

  1. Waivers

 

You hereby waive any right or ability to initiate any class action or collective proceeding along with any right to trial by jury. 

 

  1. Rights to Injunctive Relief

 

You acknowledge that remedies at law may be inadequate to provide us with full compensation in the event you breach these Terms of Use, and that we shall therefore be entitled to seek injunctive relief in the event of any such breach, in addition to seeking all other remedies available at law or in equity.

 

  1. Additional Fees

 

If we are required to enlist the assistance of an attorney, investigator, collections agent, or other person to collect any damages or any other amount of money from you, or if we are required to seek the assistance of an attorney to pursue injunctive relief against you, then you additionally agree that you will reimburse us for all fees incurred in order to collect these damages or in order to seek injunctive relief from you. You understand that even a nominal amount of damages may require the expenditure of extensive legal fees, travel expenses, costs, and other amounts that may dwarf the damages themselves. You agree that you will pay these fees and costs.

 

  • Disclaimers

 

  1. We Disclaim All Warranties 

 

We provide access to and use of the Site and Services “as is” and “with all faults.” We make no warranty that the Site and Services will meet your needs or requirements. We disclaim all warranties — express, statutory, or implied — including warranties of merchantability, fitness for a particular purpose, workmanlike effort, quality, suitability, truthfulness, usefulness, performance, accuracy, completeness, reliability, security, title, exclusivity, quiet enjoyment, non-infringement, and warranties that your access to or use of the Site and Services will be uninterrupted, timely, secure, error-free, or that loss of materials will not occur, to the greatest extent provided by applicable law. We may change any of the information found on the Site and Services at any time or remove any or all Materials. We make no commitment to update the Materials. We make no warranty regarding any goods or services purchased or obtained through the Site and Services or any transaction entered into through the Site and Services. There are no warranties of any kind that extend beyond the face of these Terms of Use or that arise because of course of performance, course of dealing, or usage of trade.

 

  1. Use at Your Own Risk

 

You expressly agree that access to and use of the Site and Services is at your own and sole risk. You understand that we cannot and do not guarantee or warrant that the Site and Services will be free of viruses, malware, worms, Trojan horses, or other code that may manifest contaminating or destructive properties. We do not assume any responsibility or risk for your access to or use of the Internet, generally, or the Site and Services, specifically. You understand and agree that any Materials downloaded or otherwise obtained through the Site and Services is done at your own discretion and risk, and that you will be solely responsible for any damage to your computer system or loss of data that results from your activity.

 

  1. Offensive and Adult Content Warning

 

the Site and Services contains adult-oriented materials that may be considered offensive by third parties. You agree to indemnify and hold us harmless from any liability that may arise from someone viewing the Site and Services by or through your account if they may deem the materials offensive, and you agree to cease accessing and using the Site and Services should you find them offensive. Specifically, you represent and warrant that you are aware that the Site and Services is an inclusive platform which publishes erotic and adult-oriented content, and that you are not offended by adult content, including graphic audiovisual depictions of nudity and sexual activity. You further represent and warrant that you are familiar with and comply with your jurisdiction’s laws and community standards, including those affecting your right to access, receive, and transmit adult content, and those relating to distributing adult content to minors.

 

  1. Parental Controls Notice

 

You acknowledge your responsibility to prevent minors under your care from accessing harmful, inappropriate, or adult content. You agree not to allow minors to view the Site and Services, and you agree to take responsible measures to prevent them from doing so. Numerous commercial online safety filters are available which may help users limit minors’ access to harmful, inappropriate, or adult content. You are hereby informed that you can research such services by typing the words “parental controls” or similar terms, into an Internet search engine. We recommend that you conduct appropriate due diligence before purchasing or installing any online filter. You agree to take steps to prevent minors from viewing the Site and Services if your computer or mobile device can be accessed by a minor. Finally, you agree that if you are a parent or guardian of a minor child, it is your responsibility, not ours, to keep the Site and Services from being displayed or accessed by your children or wards.

 

  1. Third-Party Links

 

the Site and Services may contain links to websites or resources owned and operated by our users or third parties. You understand and agree that we have no control over, are not responsible for, and do not screen nor warrant, endorse, guarantee, or assume responsibility for the goods or services provided by our users or on third-party links. We will not be a party to or be in any way responsible for monitoring any transaction between you and other providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. You agree to hold us harmless from all damages and liability that may result from use of third-party links that appear on the Site and Services and any advertising, services, goods, products, or other materials available on third-party links. We are not responsible for any use of confidential or private information by sellers or third parties. You agree that your use of any third-party link or the goods or services provided thereon is governed by the policies of those third parties, not by these Terms of Use or our other policies. We reserve the right to demote or remove any link at any time.

 

  1. Violations of Law

 

Access to and use of the Site and Services in violation of any law is strictly prohibited. If we determine that you have provided or intend to purchase or provide any services in violation of any law, your ability to access and use the Site and Services will be terminated immediately. We disclaim any liability for damages that may arise from you or any user providing any services that violates any law. You agree to defend, indemnify, and hold us harmless from any liability that may arise for us should you violate any law. You also agree to defend and indemnify us should any third party be harmed by your illegal actions or should we be obligated to defend any such claims by any party.

 

  • Indemnification

 

You agree to defend, indemnify, and hold harmless us and our officers, directors, shareholders, employees, independent contractors, telecommunication providers, attorneys, and agents, from and against all claims, actions, loss, liabilities, expenses, costs, or demands, including without limitation legal and accounting fees, for all damages directly, indirectly, or consequentially resulting or allegedly resulting from your actions, or the actions of another person under your authority, including without limitation to governmental agencies, use, misuse, or inability to use the Site and Services, or any breach of these Terms of Use by you or another person under your authority. We shall promptly notify you by electronic mail of any such claim or suit, and we may cooperate fully (at your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claim or suit at our own expense, and choose our own legal counsel; however, we are not obligated to do so.

 

  • Limitation of Liability

 

You acknowledge that we will not be liable to you for the Materials or your use of the Site and Services. You understand that the risk of harm or damage from this rests entirely with you, and you expressly release us from any liability arising out of the Materials and your use of the Site and Services. You discharge, acquit, and otherwise release us, our parent company, agents, employees, officers, directors, shareholders, attorneys, and affiliates, from all allegations, counts, charges, debts, causes of action, and claims relating in any way to the use of, or activities relating to the Materials or your use of the Site and Services including claims relating to the following:

 

Negligence, gross negligence, reckless conduct, alienation of affections (to the extent recognized in any jurisdiction), intentional infliction of emotional distress, intentional interference with contract or advantageous business relationship, defamation, privacy, publicity, intellectual property infringement, misrepresentation, infectious disease, violation of prostitution or sex trafficking laws, any financial loss not due to our fault, missed meetings, unmet expectations, false identities, fraudulent acts by others, invasion of privacy, release of personal information, failed transactions, purchases or functionality of the Site and Services, unavailability of the Site and Services, its functions and any other technical failure that may result in inaccessibility of the Site and Services, or any claim based on vicarious liability for torts committed by individuals met on or through the Site and Services, including fraud, theft or misuse of personal information, assault, battery, stalking, harassment, cyber-bullying, rape, theft, cheating, perjury, manslaughter, or murder.

 

The above list is intended to be illustrative only, and not exhaustive of the types or categories of claims released by you. This release is intended by the parties to be interpreted broadly in our favor, and thus any ambiguity shall be interpreted in a manner providing release of the broadest claims. This release is intended to be a full release of claims, and the parties acknowledge the legally binding nature of this provision, and the nature of the rights given up in connection therewith.

 

We expressly disclaim any liability or responsibility to you for any of the following:

 

  • Any loss or damage of any kind incurred because of the Materials, including errors, mistakes, or inaccuracies thereof or any Materials that are infringing, obscene, indecent, threatening, offensive, defamatory, invasive of privacy, or illegal.

 

  • Personal injury or property damage of any nature resulting from your access to and use of the Site and Services.

 

  • Any third party’s unauthorized access to or alterations of your account, transmissions, or data.

 

  • Any interruption or cessation of transmission to or from the Site and Services and any delays or failures you may experience in initiating, conducting, or completing any transmissions to or transactions through the Site and Services.

 

  • Any bugs, viruses, malware, Trojan horses, or the like that may be transmitted to or through the Site and Services by any third party.

 

  • Any incompatibility between the Site and Services and your other services, hardware, or software.

 

  • Intellectual Property


  • Trademarks 

 

The brand names and trademarks published with respect to the Site and Services are our licensed content. We, along with the licensor of such marks, aggressively defend our intellectual property rights. Other manufacturers’ product and service names referenced herein may be trademarks and service marks of their respective companies and are the exclusive property of such respective owners, and may not be used publicly without the express written consent of the owners or holders of such trademarks and service marks. All of the marks, logos, domains, and trademarks that you find on the Site and Services may not be used publicly except with express prior written permission from us and the owner-licensor, and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that disparages or discredits us or the owner-licensor.

 

  1. Copyrights

 

The Materials are our proprietary information and valuable intellectual property. We retain all right, title, and interest in the Materials. the Site and Services is protected by copyright law. The Materials may not be copied, downloaded, distributed, republished, modified, uploaded, posted, or transmitted in any way without our prior written consent. You may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Materials. Modification or use of the Materials except as expressly provided in these Terms of Use violates our intellectual property rights and the rights of the owner-licensor.

 

  • General

 

  1. Entire Agreement

 

These Terms of Use and any other legal notice or agreement published by us on the Site and Services, forms the entire agreement between you and us concerning your use of the Site and Services. It supersedes all prior terms, understandings, or agreements between you and us regarding use of the Site and Services. A printed version of these Terms of Use and of any notice given in electronic form will be admissible in any proceedings based on or relating to these terms. Such version of these Terms of Use shall be utilized to the same evidentiary extent, and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

 

  1. Policies of Our Service Providers

 

You understand and agree that we may use certain third-party service providers to provide you with access to and use of the Site and Services. You understand and agree that you must agree to and abide by any user terms, privacy policy, or other policy that such third party requires you to agree to in order to use their services. In the event of a conflict between those policies and our policies, the terms of our policies shall govern.

 

  1. Assignment and Delegation

 

We may assign any rights or delegate any performance under these Terms of Use without notice to you. You will not assign, delegate, or sublicense any of your rights or duties without our advanced written consent. Any attempted assignment or delegation in violation of this provision will be void.

 

  1. Severability

 

If any provision of these Terms of Use is determined to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force, if the essential terms for each party remain valid, binding, and enforceable.

 

  1. Cumulative Remedies

 

All rights and remedies provided in these Terms of Use are cumulative and not exclusive, and the assertion by a party of any right or remedy will not preclude the assertion by the party of any other rights or the seeking of any other remedies available at law, in equity, by statute, in any other agreement between the parties, or otherwise.

 

  1. Successors and Assigns

 

These Terms of Use inure to the benefit of, and are binding on, the parties and their respective successors and assigns. This section does not address, directly or indirectly, whether a party may assign its rights or delegate its performance under these Terms of Use.

 

  1. Force Majeure

 

We are not responsible for any failure to perform because of unforeseen circumstances or causes beyond our reasonable control, including: Acts of God, such as fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters; epidemics; pandemics; 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; hacking, spam, data breach, malware, or any failure of a computer, server, network, or software for so long as the event continues to delay our performance; and unlawful acts of our employees, agents, or contractors.

 

  1. Notices

 

Any notice required to be given by us under these Terms of Use may be provided by email to a functioning email address of the party to be noticed, by a general posting on the Site and Services, or by personal delivery via commercial carrier. Notices by customers to us shall be given by contacting us by email on the help/contact section of the Site by filling in and submitting the appropriate information in the field prompts unless otherwise specified in these Terms of Use. Either party may change the address to which notice is to be sent by written notice to the other party pursuant to this provision of these Terms of Use. Notices shall be deemed effective upon delivery. Notices delivered by overnight carrier shall be deemed delivered on the business day following mailing. Notices delivered by any other method shall be deemed given upon receipt. Either party may, by giving the other party appropriate written notice, change the designated address, email address, or recipient for any notice hereunder. Any correctly addressed notice that is refused, unclaimed, or undeliverable, because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused or deemed undeliverable by the postal authorities, messenger, email server, or overnight delivery service.

 

  1. Communications are Not Private

 

We do not provide any facility for sending or receiving private or confidential electronic communications. All messages transmitted to us shall be deemed to be readily accessible to the general public. Notice is hereby given that all messages entered into the Site and Services may be read by us and our moderators and other agents, regardless of whether we are intended recipients of such messages.

 

  1. Authorization and Permission to Send Emails to You

 

You authorize us to email you notices, advertisements, and other communications, including emails, advertisements, and notices. You understand and agree that such communications may contain adult content and language which is not suitable for minors. This authorization will continue until you request us to remove you from our email list. You understand and agree that even unsolicited email correspondence from us, or our affiliates, is not spam as that term is defined under the law.

 

  1. Consideration

 

We allow you to access and use the Site and Services, as limited by purchase of certain paid features and upgrades, in consideration for your acquiescence to all the provisions in these Terms of Use. You agree that such consideration is both adequate and received upon your viewing or downloading any portion of the Site and Services.

 

  1. Electronic Signatures

 

You agree to be bound by any affirmation, assent, or agreement you transmit through the Site and Services. You agree that when in the future you click on an “I agree,” “I consent,” or other similarly worded button, check box, or entry field with your mouse, keystroke, or other computer device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.

 

  1. English Language

 

We have written these Terms of Use and our associated website policies in the English language. You are representing your understanding and assent to the English language version of these Terms of Use as they are published. We are not liable to you or any third party for any costs or expenses incurred in translating these Terms of Use. In the event that you choose to translate these Terms of Use, you do so at your own risk, as only the English language version is binding.

 

  1. Export Control

 

You understand and acknowledge that the software elements of the Site and Services may be subject to regulation by governmental agencies which prohibit export or diversion of software and other goods to certain countries and third parties. Diversion of such elements contrary to U.S. or international law is prohibited. You will not assist or participate in any such diversion or other violation of applicable laws and regulations. You warrant that you will not license or otherwise permit anyone not approved to receive controlled commodities under applicable laws and regulations and that you will abide by such laws and regulations. You agree that none of the elements are being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or be used for proscribed activities.

 

  1. No Agency Relationship

 

Nothing in these Terms of Use shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein.

 

  1. Usages

 

In these Terms of Use, unless otherwise stated or the context otherwise requires, the following usages will apply:

 

  • References to a statute will refer to the statute and any successor statute, and to all regulations promulgated under or implementing the statute or successor, as in effect at the relevant time.

 

  • In computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until,” and “ending on” (and the like) mean “to but excluding.”

 

  • References to a governmental or quasi-governmental agency, authority, or instrumentality will also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality.

 

  • “A or B” means “A or B or both.” “A, B, or C” means “one or more of A, B, and C.” The same construction applies to longer strings.

 

  • “Including” means “including, but not limited to.”

 

  1. No Waiver

 

No waiver or action made by us shall be deemed a waiver of any subsequent default of the same provision of these Terms of Use. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from these Terms of Use.

 

  1.       Headings

 

All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of these Terms of Use.

 

  1. Other Jurisdictions/Foreign Law

 

We make no representation that the Site and Services is appropriate or available for use in all locations. You may not access or use the Site and Services from territories where their contents may be illegal or is otherwise prohibited. Those who choose to access and use the Site and Services from such locations do so on their own initiative and are solely responsible for determining compliance with all applicable local laws. Nothing contained in these Terms of Use shall be interpreted as an admission that that we are subject to the laws of any nation besides the United States.

 

  1. Service Not Available in Some Areas

 

You are subject to the laws of the state, province, city, country, or other legal entity in which you reside or from which you access and use the Site and Services. The SITE AND SERVICES IS VOID WHERE PROHIBITED OR RESTRICTED BY LAW. If you open an account or use the Site and Services while located in a prohibited jurisdiction, you will be in violation of the law of such jurisdiction and these Terms of Use, and subject to having your account suspended or terminated without any notice to you. You hereby agree that we cannot be held liable if laws applicable to you restrict or prohibit your participation. We make no representations or warranties, implicit or explicit, as to your legal right to participate in any Service offered on the Site and Services, nor shall any person affiliated, or claiming affiliation, with us have authority to make any such representations or warranties. We reserve the right to restrict access to and use of the Site and Services in any jurisdiction.

 

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