1. Your relationship with EroticMV
1.1 Your use of the EroticMV website (the “Website”) and any EroticMV products, channels, software, data feeds and services, including the EroticMV embeddable video player (the “EroticMV Player”) provided to you on or from or through the Website by EroticMV (collectively the “Service”) is subject to the terms of a legal agreement between you and EroticMV. “EroticMV” means the website “www.EroticMV.com”.
1.3 The Terms form a legally binding agreement between you and EroticMV in relation to your use of the Service. It is important that you take the time to read them carefully.
1.4 The Terms apply to all users of the Service, including users who are also contributors of Content, on the Service. “Content” includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through or contribute to the Service.
2. Accepting the Terms
2.1 In order to use the Service, you must firstly agree to the Terms. You may not use the Service if you do not accept the Terms.
2.2 You can accept the Terms by simply using the Service. You understand and agree that EroticMV will treat your use of the Service as acceptance of the Terms from that point onwards.
2.3 You may not use the Service and may not accept the Terms if (a) you are not of legal age to form a binding contract with EroticMV, or (b) you are a person who is either barred or otherwise legally prohibited from receiving or using the Service under the laws of the country in which you are resident or from which you access or use the Service.
2.4 You should print off or save a local copy of the Terms for your records.
3. Changes to the Terms
3.1 EroticMV reserves the right to make changes the Terms from time to time, for example to address changes to the law or regulatory changes or changes to functionality offered through the Service. Therefore you must look at the Terms regularly to check for such changes. The modified version of the Terms (the “Modified Terms”) will be posted at http://www.EroticMV.com/terms.html or made available within the Service (for any modified additional terms). If you do not agree to the Modified Terms you must stop using the Service. Your continued use of the Service after the date the Modified Terms are posted will constitute your acceptance of the Modified Terms.
4. EroticMV accounts
4.1 In order to access some features of the Website or other elements of the Service, you may have to create a EroticMV account. When creating your account, you must provide accurate and complete information. It is important that you must keep your EroticMV account password secure and confidential.
4.2 You must notify EroticMV immediately of any breach of security or unauthorised use of your EroticMV account that you become aware of.
4.3 You agree that you will be solely responsible (to EroticMV, and to others) for all activity that occurs under your EroticMV account.
5. General restrictions on use
5.1 EroticMV hereby grants you permission to access and use the Service, subject to the following express conditions, and you agree that your failure to adhere to any of these conditions shall constitute a breach of these Terms on your part:
you agree not to distribute any part of or parts of the Website or the Service, including but not limited to any Content, in any medium without EroticMV’s prior written authorisation, unless EroticMV makes available the means for such distribution through functionality offered by the Service (such as the EroticMV Player);
you agree not to alter or modify any part of the Website or any of the Service (including but not limited to the EroticMV Player and its related technologies);
you agree not to access Content through any technology or means other than the video playback pages of the Website itself, the EroticMV Player, or such other means as EroticMV may explicitly designate for this purpose;
you agree not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Service or features that (i) prevent or restrict use or copying of Content or (ii) enforce limitations on use of the Service or the content accessible via the Service;
you agree not to use the Service (including the EroticMV Player) for any of the following commercial uses unless you obtain EroticMV’s prior written approval:
the sale of access to the Service
the sale of advertising, sponsorships or promotions placed on or within the Service, or Content;
the sale of advertising, sponsorships or promotions on any page of an ad-enabled blog or website containing Content delivered via the Service unless other material not obtained from EroticMV appears on the same page and is of sufficient value to be the basis for such sales
if you use the EroticMV Player on your website may not modify, build upon or block any portion or functionality of the EroticMV Player including but not limited to links back to the Website;
you agree not to use or launch any automated system (including, without limitation, any robot, spider or offline reader) that accesses the Service in a manner that sends more request messages to the EroticMV servers in a given period of time than a human can reasonably produce in the same period by using a publicly available, standard (i.e. not modified) web browser;
you agree not to collect or harvest any personal data of any user of the Website or any Service (and agree that this shall be deemed to include EroticMV account names);
you agree not to use the Website or the Services (including the comments and email features in the Website) for the solicitation of business in the course of trade or in connection with a commercial enterprise;
you agree not to solicit, for commercial purposes, any users of the Website with respect to their Content; and
you agree not to access Content or any reason other than your personal, non-commercial use solely as intended through and permitted by the normal functionality of the Service, and solely for Streaming. “Streaming” means a contemporaneous digital transmission of the material by EroticMV via the Internet to a user operated Internet enabled device in such a manner that the data is intended for real-time viewing and not intended to be downloaded (either permanently or temporarily), copied, stored, or redistributed by the user.
You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of EroticMV or the respective licensors of the Content.
5.2 You agree that you will comply with all of the other provisions of the Terms and the EroticMV Community Guidelines at all times during your use of the Service.
5.3 EroticMV grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. EroticMV reserves the right to revoke these exceptions either generally or in specific cases.
5.4 EroticMV is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Service which EroticMV provides may change from time to time without prior notice to you.
5.5 As part of this continuing innovation, you acknowledge and agree that EroticMV may stop (permanently or temporarily) providing the Service (or any features within the Service) to you or to users generally at EroticMV’s sole discretion, without prior notice to you. You may stop using the Service at any time. You do not need to specifically inform EroticMV when you stop using the Service.
5.6 You agree that you are solely responsible for (and that EroticMV has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which EroticMV may suffer) of any such breach.
6. Copyright policy
6.1 EroticMV operates a clear copyright policy in relation to any Content that is alleged to infringe the copyright of a third party. Details of that policy can be found here: http://www.EroticMV.com/dmca.html
6.2 As part of EroticMV’s copyright policy, EroticMV will terminate user access to a user if a user has been determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than thrice.
6.3 The content on the Website, including without limitation, the text, software, scripts, graphics, files, images, photos, sounds, music, videos, interactive features and the like (collectively “Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to EroticMV, or used on the Website in accordance with fair use provisions or the U.S. Copyright Act and equivalent exemptions under foreign laws and international conventions. EroticMV reserves all rights not expressly granted in and to the Website and the Content owned by or licensed to EroticMV. You agree to not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any other purposes whatsoever any EroticMV, including, but not limited to, image, audio, and visual content, Marks, or other proprietary rights not owned by you, (i) without the express prior written consent of the respective owners, or (ii) in any way that violates any right of any third party. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein.
7.1 As a EroticMV account holder you may submit Content. You understand that whether or not Content is published, EroticMV does not guarantee any confidentiality with respect to Content.
7.2 You retain all of your ownership rights in your Content, but you are required to grant limited licence rights to EroticMV and other users of the Service. These are described in paragraph 8 of these Terms (Rights you licence).
7.3 You understand and agree that you are solely responsible for your own Content and the consequences of posting or publishing it. EroticMV does not endorse any Content or any opinion, recommendation, or advice expressed therein, and EroticMV expressly disclaims any and all liability in connection with Content.
7.4 You represent and warrant that you have (and will continue to have during your use of the Service) all necessary licenses, rights, consents, and permissions which are required to enable EroticMV to use your Content for the purposes of the provision of the Service by EroticMV, and otherwise to use your Content in the manner contemplated by the Service and these Terms.
7.5 You agree that your conduct on the site will comply with (and you agree that the content of all of your Content shall comply with) the EroticMV Community Guidelines updated from time to time.
7.6 You agree that you will not post or upload any Content which contains material which it is unlawful for you to possess in the country in which you are resident, or which it would be unlawful for EroticMV to use or possess in connection with the provision of the Service.
7.7 On becoming aware of any potential violation of these Terms, EroticMV reserves the right (but shall have no obligation) to decide whether Content complies with the content requirements set out in these Terms and may remove such Content and/or terminate a User’s access for uploading Content which is in violation of these Terms at any time, without prior notice and at its sole discretion.
7.8 You further understand and acknowledge that in using the Service, you may be exposed to Content that is factually inaccurate, offensive, indecent, or otherwise objectionable to you. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against EroticMV with respect to any such Content.
8. Rights you licence
8.1 When you upload or post Content to EroticMV, you grant:
to EroticMV, a worldwide, non-exclusive, royalty-free, transferable licence (with right to sub-licence) to use, reproduce, distribute, prepare derivative works of, display, and perform that Content in connection with the provision of the Service and otherwise in connection with the provision of the Service and EroticMV’s business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels;
to each user of the Service, a worldwide, non-exclusive, royalty-free licence to access your Content through the Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such Content to the extent permitted by the functionality of the Service and under these Terms.
8.2 The above licenses granted by you in Content terminate when you remove or delete your Content from the Website. The above licenses granted by you in textual comments you submit as Content are perpetual and irrevocable, but are otherwise without prejudice to your ownerships rights, which are retained by you as set out in paragraph 7.2 above.
10. Links from EroticMV
10.1 The Service may include hyperlinks to other web sites that are not owned or controlled by EroticMV. EroticMV has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites.
10.2 You acknowledge and agree that EroticMV is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
10.3 You acknowledge and agree that EroticMV is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
11. Ending your relationship with EroticMV
11.1 The Terms will continue to apply until terminated by either you or EroticMV as set out below.
11.2 If you want to terminate your legal agreement with EroticMV, you may do so by (a) notifying EroticMV at any time and (b) closing your EroticMV account. Your notice should be sent, in writing, to EroticMV’s address which is set out at the beginning of these Terms.
11.3 EroticMV may at any time terminate its legal agreement with you if:
you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
EroticMV is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); or
11.4 EroticMV may terminate its legal agreement with you if:
EroticMV is transitioning to no longer providing the Service to users in the country in which you are resident or from which you use the Service; or
the provision of the Service to you by EroticMV is, in EroticMV’s opinion, no longer commercially viable
and in the case of each of A and B of this clause 11.4 shall, where possible, give reasonable notice of such termination.
11.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and EroticMV have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 14.6 shall continue to apply to such rights, obligations and liabilities indefinitely.
12. Exclusion of Warranties
12.1 Nothing in the Terms shall affect any statutory rights that you are always entitled to as a consumer and that you cannot contractually agree to alter or waive.
12.2 The Service is provided “as is” and EroticMV makes no warranty or representation to you with respect to them.
12.3 In particular EroticMV does not represent or warrant to you that:
your use of the Service will meet your requirements,
your use of the Service will be uninterrupted, timely, secure or free from error,
any information obtained by you as a result of your use of the Service will be accurate or reliable, and
that defects in the operation or functionality of any software provided to you as part of the Service will be corrected.
12.4 No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Service except to the extent that they are expressly set out in the Terms.
13. Limitation of Liability
13.1 Nothing in these Terms shall exclude or limit EroticMV’s liability for losses which may not be lawfully excluded or limited by applicable law.
13.2 Subject to the overall provision in paragraph 13.1 above EroticMV shall not be liable to you for:
any indirect or consequential losses which may be incurred by you. This shall include; (i) any loss of profit (whether incurred directly or indirectly); (ii) any loss of goodwill or business reputation; (iii) any loss of opportunity; or (iv) any loss of data suffered by you;
any loss or damage which may be incurred by you as a result of:
any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Service;
any changes which EroticMV may make to the Service, or for any permanent or temporary cessation in the provision of the Service (or any features within the Service);
the deletion of, corruption of, or failure to store, any Content and other communications data maintained or transmitted by or through your use of the Service;
your failure to provide EroticMV with accurate account information;
your failure to keep your password or EroticMV account details secure and confidential.
13.3 The limitations on EroticMV’s liability to you in paragraph 13.2 above shall apply whether or not EroticMV has been advised of or should have been aware of the possibility of any such losses arising.
14. General legal terms
14.1 The Terms constitute the whole legal agreement between you and EroticMV and govern your use of the Service and completely replace any prior agreements between you and EroticMV in relation to the Service. All other terms of service that EroticMV and any of its subsidiaries may have in place from time to time are expressly excluded from the Terms.
14.2 You agree that EroticMV may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service.
14.3 You agree that if EroticMV does not exercise or enforce any legal right or remedy which is contained in the Terms (or which EroticMV has the benefit of under any applicable law), this will not be taken to be a formal waiver of EroticMV’s rights and that those rights or remedies will still be available to EroticMV.
14.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
14.5 You acknowledge and agree that each member of the group of companies of which EroticMV is a part shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favour of) them. Other than this, no other person or company shall be a third party beneficiary of the Terms.
15. Description of EroticMV
15.1 EroticMV is a website that allows users to upload, download, comment, review, critique, rate celebrity nudity in movies. We just review, store, rank, and categorize content based on the nudity in a movie.
15.2 The EroticMV website may also contain certain links to third party websites which are in no way owned or controlled by EroticMV. EroticMV assumes no responsibility for the content, privacy policies, practices of any and all third party websites. EroticMV cannot censor or edit the content of third party sites. You acknowledge that EroticMV will not be liable for any and all liability arising for your use of any third-party website.
15.3 EroticMV.com is for your personal use and shall not be used for any commercial endeavor except those specifically endorsed or approved by EroticMV.com. Any illegal and/or unauthorized use of EroticMV is prohibited including but not limited to collecting usernames and e-mail addresses for sending unsolicited emails or unauthorized framing or linking to the EroticMV website is prohibited.
16 Access to EroticMV
16.1 In order to use this website, you affirm that you are at least eighteen (18) year of age and/or over the age of majority in the jurisdiction you reside and from which you access the website where the age of majority is greater than eighteen (18) years of age. If you are under the age of 18 and/or under the age of majority in the jurisdiction you reside and from which you access the website, then you are not permitted to use the website.
17. Charges on EroticMV
22.1 You acknowledge that EroticMV reserves the right to charge for EroticMV services and to change its fees from time to time in its discretion. Further more, in the event EroticMV terminates your rights to use the website because of a breach of this Agreement, you shall not be entitled to the refund of any unused portion of subscription fees.
17. Warrant of information provided
17.1 You represent and warrant that all of the information provided by you to EroticMV to participate in the EroticMV website is accurate and current and you have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of you hereunder.
18. Stipulated Liquidated Damages
18.1 In various provisions in this Agreement, We have outlined liquidated damages amounts to be applied as penalties against You if You violate these specific provisions. You specifically agree to pay these amounts. In agreeing to pay liquidated damages, You acknowledge that this amount is not a penalty, that the actual damages are uncertain and difficult to ascertain, but that this amount represents the partiesâ€™ good faith attempt to calculate an appropriate compensation based on anticipated actual damages.
18.2 For any breach of a portion of this Agreement that does not specifically state a liquidated damages amount, You hereby agree that any breach of this Agreement shall result in liquidated damages of one hundred dollars ($100) per occurrence. You specifically agree to pay this one hundred dollars ($100) in liquidated damages.
19. Warranty Disclaimer
19.1 YOU AGREE THAT YOUR USE OF THE SITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. THE SITE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY:
19.1.1 ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;
19.1.2 PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE;
19.1.3 UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN;
19.1.4 INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITE, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY;
19.1.5 ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.
19.1.6 THE SITE RESERVES THE RIGHT TO DELETE ANY CONTENT OR LINK WITHOUT ANY NOTICE OR WARNING TO THE USER WHO UPLOADED IT.
19.1.7 THE SITE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY-PROVIDED PRODUCT OR SERVICE ADVERTISED ON, OFFERED BY, OR FEATURED ON THE SITE OR THROUGH THE SITE OR ANY LINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND THE SITE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY 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.
20. Limitation of Liability
20.1 IN NO EVENT SHALL THE SITE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY:
20.1.1 ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;
20.1.2 PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE;
20.1.3 UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN;
20.1.4 INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITE;
20.1.5 BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY;
20.1.5 ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
20.2 IN THE EVENT THAT YOU DO NOT SUPPLY THE SITE WITH YOUR E-MAIL ADDRESS, YOU SPECIFICALLY ACKNOWLEDGE AND WAIVE ANY CLAIM BASED ON THE SITEâ€™S GOOD FAITH DISABLING OF ACCESS TO, OR REMOVAL OF, MATERIAL OR ACTIVITY WHICH HAS BEEN CLAIMED TO BE INFRINGING, OR BASED ON FACTS OR CIRCUMSTANCES FROM WHICH INFRINGING ACTIVITY APPEARS LIKELY, REGARDLESS OF WHETHER THE MATERIAL OR ACTIVITY IS ULTIMATELY DETERMINED TO BE INFRINGING.
20.3 THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THE SITE MAKES NO REPRESENTATIONS THAT THE SITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
20.4 YOU SPECIFICALLY ACKNOWLEDGE THAT THE SITE SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
20.5 IN NO EVENT SHALL OUR MAXIMUM TOTAL AGGREGATE LIABILITY HEREUNDER FOR DIRECT DAMAGES EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU FOR USE OF THE SITE OR SERVICES FOR A PERIOD OF NO MORE THAN ONE (1) MONTH FROM THE ACCRUAL OF THE APPLICABLE CAUSE OR CAUSES OF ACTION OR TEN DOLLARS ($10.00), WHICHEVER IS GREATER. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
21.1 To the extent permitted by applicable law, You agree to defend, indemnify and hold harmless the Site, its parent, subsidiary and affiliated corporation(s), their officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Your use of and access to the Site; (ii) Your violation of any part of these Terms and Conditions; (iii) Your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that Your content caused damage to a third party. This defense and indemnification obligation will survive these Terms and Conditions and Your use of the Site.
21.2 The provision of any services which are in violation of any laws is strictly prohibited. If We determine that You or any User has provided or intends to provide any services or material in violation of any law, Your ability to use the Site and Services will be terminated immediately without any reimbursement of any payment You may have made to Us. We have every right to voluntarily cooperate with law enforcement or private aggrieved parties that We may be legally compelled to do so. We do hereby disclaim any liability for damages that may arise from any User providing any material or services for any purpose that violates any law. You do hereby agree to defend, indemnify and hold Us harmless from any liability that may be imposed on Us arising from Your violation of any law whether online or offline.
21.3 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 claims including, without limitation, any criminal action brought by any party.
21.4 Our Site and Services contains material that may be offensive to third parties. You agree to indemnify and hold Us harmless from any liability that may arise from someone viewing such material and You agree to immediately cease review of the Site and use of the Services should You find them offensive.
21.5 You agree to defend, indemnify, and hold harmless Company, its officers, directors, shareholders, employees, independent contractors, telecommunication providers, and agents, from and against any and all claims, actions, loss, liabilities, expenses, costs, or demands, including without limitation legal and accounting fees, for all damages directly, indirectly, and/or consequentially resulting or allegedly resulting from Your, or You under another personâ€™s authority including without limitation to governmental agencies, use, misuse, or inability to use the Site, Services, or any of the Materials contained therein, or Your breach of any of this Agreement. We shall promptly notify You by electronic mail of any such claim or suit, and 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 defense at Our own expense, and choose Our own legal counsel, but are not obligated to do so.
22. Links and Linking
22.1 Some websites which are linked to the Site are owned and operated by third parties. Because We have no control over such websites and resources, You acknowledge and agree that We are not responsible for or liable for the availability of such external websites or resources, do not screen or endorse them, and are not responsible for or liable for any content, advertising, services, products, or other materials on or available from such websites or resources.
22.3 Links to external websites (including external websites that are framed by the Site) or inclusions of advertisements do not necessarily constitute an endorsement by Us of such websites or the content, products, advertising, or other materials presented on such Site, but are for Your convenience.
22.4 You hereby agree to hold Us harmless from any and all damages and liability that may result from the use of links that may appear on the Site or via the Services. We reserve the right to terminate any link or linking program at anytime.
23. Trademark Information
23.1 The name of the Site is considered a service mark owned by Us. We aggressively defend Our intellectual property rights.
23.2 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 and/or holders of such trademarks and service marks.
23.3 All of the marks, logos, domains, and trademarks that You find on the Site and Services may not be used publicly except with express written permission from Us, 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.
24. Export Control
24.1 You understand and acknowledge that the software elements of the Materials on the Site may be subject to regulation by agencies of the United States Government, including the United States Department of Commerce, which prohibits export or diversion of software and other goods to certain countries and third parties. Diversion of such Materials contrary to United Statesâ€™ or international law is prohibited.
24.2 You will not assist or participate in any such diversion or other violation of applicable laws and regulations.
24.3 You warrant that You will not license or otherwise permit anyone not approved to receive controlled commodities under applicable laws and 24 and that You will abide by such laws and regulations.
24.4 You agree that none of the Materials 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.
25. No Agency Relationship
25.1 Nothing in this Agreement 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.
26.1 Notice. Any notice required to be given under this Agreement may be provided by email to a functioning email address of the party to be noticed, by a general posting on the Site, or personal delivery by commercial carrier such as Federal Express or DHL. Notices by customers to Us shall be given by electronic messages unless otherwise specified in the Agreement.
26.2 Change of Address. 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 the Agreement.
26.3 When Notice is Effective. Notices shall be deemed effective upon delivery. Notices delivered by overnight carrier (e.g., United States Express Mail or Federal Express) shall be deemed delivered on the business day following mailing. Notices mailed by United States Mail, postage prepaid, registered or certified with return receipt requested, shall be deemed delivered five (5) days after mailing. Notices delivered by any other method shall be deemed given upon receipt. Notices by email and facsimile transmission, with confirmation from the transmitting machine that the transmission was completed, are acceptable under this Agreement provided that they are delivered one (1) hour after transmission if sent during the recipient’s business hours, or 9:00 a.m. (recipient’s time) the next business day. Either party may, by giving the other Party appropriate written notice, change the designated address, fax number and/or recipient for any notice or courtesy copy, hereunder.
26.4 Refused, Unclaimed, or Undeliverable Notice. 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, facsimile machine, email server, or overnight delivery service.
27. Communication not Private
27.1 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. Visitors should not use this Site or Services to transmit any communication for which the sender intends only the sender and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered into or on this Site or Services can and may be read by the agents and operators of the Site or Services, regardless of whether they are the intended recipients of such messages.
28. Force Majeure
28.1 We shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond Our reasonable control, including but not limited to: acts of God, such as 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; hacking, SPAM, or any failure of a computer, server or software, for so long as such event continues to delay the Siteâ€™s or Servicesâ€™ performance.
29. Arbitration Provisions
29.1 Binding Arbitration – If there is a dispute between the parties arising out of or otherwise relating to this Agreement, the parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either party must submit the issue to binding arbitration in accordance with applicable Arbitration Ordinance. Claims subject to arbitration (â€œArbitral Claimsâ€) shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state or local law, statute, or regulation, excepting only claims by Us under applicable workerâ€™s compensation law, unemployment insurance claims, intellectual property claims (including but not limited to claims involving copyrights, trademarks, patents, unfair competition, and/or trade secrets), along with actions (regardless of the underlying cause of action) seeking injunctions, attachment, garnishment, and other equitable relief. The arbitration shall be conducted in the place where our site is hosted, in a convenient location agreed to by the parties, or absent such agreement, selected by the Arbitrator. The arbitration shall be conducted by a single arbitrator, knowledgeable in Internet and e-Commerce disputes. The arbitrator shall be willing to execute an oath of neutrality.
29.2 The Arbitrator shall have no authority to award any punitive or exemplary damages, certify a class action, add any parties, or vary or ignore the provisions of this Agreement. The arbitrators shall be bound by and apply the place where our site is hosted law to any dispute submitted for arbitration hereunder, and this Agreement shall be interpreted in accordance with the laws of the place where EroticMV is hosted. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRAL CLAIMS.
29.3 No waiver of right to arbitration – There shall be no waiver of the right to arbitration unless such waiver is provided affirmatively and in writing by the waiving party to the other party. There shall be no implied waiver of this right to arbitration. No acts, including the filing of litigation, shall be construed as a waiver or a repudiation of the right to arbitrate.
29.4 No action, regardless of form, arising out of or in conjunction with the subject matter of this Agreement, except for claims involving intellectual property, claims to recover outstanding amounts due to Us and claims for indemnification, may be brought by any party more than one (1) year after the cause of action arose.
30. Miscellaneous Provisions
30.2 Assignment. The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be.
30.3 Severability. If for any reason a court of competent jurisdiction or an arbitrator finds any provision of this Agreement, or any portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of this Agreement will continue in full force and effect.
30.4 No Waiver. No waiver or action made by Us shall be deemed a waiver of any subsequent default of the same provision of this Agreement. 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 this Agreement.
30.5 Headings. All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement.
30.6 Complete Agreement. This Agreement constitutes the entire agreement between the parties with respect to Your access and use of the Site, Services and the Materials contained therein, and Your use of the Site and Services, and supersede and replace all prior understandings or agreements, written or oral, regarding such subject matter.
30.7 Other Jurisdictions. We make no representation that the Site, Services or any of the Materials contained therein are appropriate or available for use in other locations, and access to them from territories where their content may be illegal or is otherwise prohibited. Those who choose to access 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.