In order to use the Services, you must agree to be
bound by these Terms of Use (the "Terms") and
by our Privacy Policy,
whether or not you register as a member (a
"Member"). If you object to anything in these
Terms or the Privacy Policy, you are prohibited from
using the Services.
These Terms and Privacy Policy are subject to change by
us at any time, effective upon posting through the
Services; by accessing the Services after any such
change, you accept the Terms as modified.
The Services are currently under intense development
and different features will be rolled out over the
coming months. Some parts of these Terms refer to
functionality that have not yet been implemented or
deployed. Once such functions are available for use, by
continuing to use the Services you agree that those
parts of these Terms shall go into effect.
Eligibility .
Adult Users Only . The
Services are not intended for individuals under 18 years
of age. If you are under 18, you are strictly prohibited
from using the Services, and you may not access any
features that allow you to provide information to us or
communicate and share information with other users.
Accordingly, you represent and warrant that you are 18
years of age or older and that you have the right,
authority and capacity to enter agree to and abide by
these Terms.
No Criminal History . By
accessing the Services, you represent and warrant that
you have never been convicted of a felony and are not
required to register as a sex offender with any
government entity. We do not currently conduct criminal
background searches on Members. However, we reserve the
right to conduct a criminal background check, at any
time and using available public records, to confirm
compliance with these Terms.
Void Where Prohibited. You are responsible for ensuring
that your use of the Services complies with all laws,
rules and regulations applicable to you. These Terms are
void and use of the Services is not permitted where such
use is prohibited.
Use of the Services .
Personal Safety . Your
security and safety are paramount to us. The Services
naturally promote sharing of personal information among
Members and non-Members. You should be aware that some
of your profile information as a Member shall be public,
could be indexed by Internet search engines and may be
used for any purpose. We strongly advise you to use the
utmost caution before sharing any personally
identifiable information with others, or with any other
users, including Members. We do not and cannot assure
that it is safe for you to have direct contact with any
other individual that you come into contact with through
the Services. If you believe that any individual is
harassing you or is otherwise using personal information
about you for unlawful purposes, we encourage you to
first inform local law enforcement authorities and then
to contact us at
theteam@Museum of Sex.com,
so that we may take appropriate action to block further
use of the Services by any individuals who may have
accessed them for improper purposes.
Unique and Accurate Profile
Information .
You agree that, as a Member, you will create and use
only one unique profile.
You agree that you will be truthful, accurate and
complete in the information presented in your Member
profile.
You agree that you will maintain any photos posted to
your Member profile to within two (2) years of the date
taken.
Use of Information Provided by Other
Users .
You agree to use any information (personal or
otherwise) provided to you by Members, or otherwise
through the Services, in a lawful and responsible
manner. You agree that you will not use information
about Members for any reason without the express prior
consent of the Member that has provided such information
to you.
You further agree not to engage in advertising to, or
solicitation of, other Members, including but not
limited to: solicitation or advertising through the
Services; solicitation to attend parties or other social
functions for commercial purposes; solicitation to
network for commercial purposes; and transmission of
chain letters or junk messages and email.
Code of Conduct.
By accessing the Services, you agree to the following
code of conduct:
You will not publish, display or use (hereinafter
"post") any defamatory, abusive, obscene,
profane, threatening, harassing, sexually oriented,
racially offensive, discriminatory or otherwise
offensive or illegal material.
You will treat all fellow Members with dignity and
respect.
You will notify us promptly of any Member's violation
of these Terms.
You will not include in your Member profile any
telephone numbers, street addresses, last names, URLs,
email addresses or other contact information; if you do
so, it is at your own risk and we assume no
responsibility for use of such information.
You will not impersonate any person or entity.
You will not "stalk" or otherwise harass any
Member or other individual accessing the Services.
You will not express or imply that any statements you
make are endorsed by us without specific prior written
consent.
You will not use manual or automatic processes to
retrieve, index, datamine,
or in any way reproduce or circumvent the navigational
structure or presentation of the Services or their
contents. This prohibition does not include standard
indexing by Internet search engines, which hereby is
explicitly permitted.
You will not remove any copyright, trademark or other
proprietary rights notices displayed through the
Services.
You will not post, distribute or reproduce in any way
any copyrighted material, trademarks, or other
proprietary information without obtaining the prior
consent of the owner of such proprietary rights.
You will not interfere with or disrupt the Services or
the servers or networks connected to the Services.
You will not post, email or otherwise transmit any
material that contains software viruses or any other
computer code, files or programs designed to interrupt,
destroy or limit the functionality of any computer
software or hardware or telecommunications
equipment.
You will not forge headers or otherwise manipulate
identifiers in order to disguise the origin of any
information transmitted through the Services.
You will not "frame" or "mirror"
any part of the Services without our prior written
authorization. You also shall not use
metatags or code or other
devices containing any reference to the Services in
order to direct any person to any other website for any
purpose.
You will not modify, adapt, sublicense, translate,
sell, reverse engineer, decipher, decompile or otherwise
disassemble any portion of the Services or any software
used on or for the Services, or cause or assist others
to do so.
Location-Based Services . We
may offer features that are based on the location of
Members and which may report on those Members' current
locations (the " Location-Based Services").
Use of Location-Based Services is solely at your
discretion. Should you use Location-Based Services, you
consent to collection and dissemination of your location
information through the Services. Under no circumstances
shall we be liable for claims or for any damages
therefrom, arising out of
your informed decision to disseminate your location
information together with your profile information
through the Services.
Commercial Use . The
Services are generally for the use of individual Members
only. However, from time to time, we may approve
commercial use of the Services through corporate
partnerships and agreements. Unless specifically
authorized for commercial
use by us under such an
arrangement, organizations, companies, and/or businesses
may not become Members and should not use the Services
for any purpose. Illegal and/or unauthorized uses of the
Services, including collecting usernames and/or email
addresses of Members by electronic or other means for
the purpose of sending unsolicited email, are
prohibited.
Compliance with Applicable
Laws . Your use of the
Services, including but not limited to any content you
post, must be and shall be in accordance with any and
all laws and regulations that apply to you and your use
of the Services.
Disclaimers of Responsibility for User
Actions .
You are solely responsible for your interactions and
arrangements with other individuals. You understand that
we do not, in any way, screen individuals, including
Members, nor do we inquire into the backgrounds of
Members or attempt to verify their statements. We make
no representations or warranties as to (i) the conduct of Members, (ii) Members' compatibility
with current or future Members, (iii) any information
concerning any venues, dates (proposed, accepted, or
otherwise), schedules or events suggested by Members or
otherwise through the Services. We do not verify or
check any arrangements, including proposed dates or
schedules, on behalf of Members, and we therefore make
no guarantees about such dates or schedules. In no event
shall we be liable for any damages whatsoever, whether
direct, indirect, general, special, compensatory,
consequential, and/or incidental, arising out of or
relating to the conduct of you or anyone else in
connection with the Services, including, without
limitation, bodily injury, emotional distress, and any
damages resulting in any way from communications or
meetings with Members or persons you may otherwise meet
through the Services. As such, you agree to take
reasonable precautions and exercise the utmost personal
care in all interactions with other Members or any other
individual you come into contact with through the
Services, particularly if you decide to meet such
Members or individuals in person. You understand and
agree that we make no guarantees, express or implied,
regarding the provenance of, or your compatibility with,
individuals you meet through the Services. For example,
you should not, under any circumstances, provide your
financial information (e.g., credit card or bank account
numbers) to other individuals.
No Reliance on
Content . Opinions, advice,
statements, offers, or other information or content made
available through the Services are those of their
respective authors and should not necessarily be relied
upon. Such authors are solely responsible for such
content. We do not: (i)
guarantee the accuracy, completeness, or usefulness of
any information on the Services or (ii) adopt, endorse
or accept responsibility for the accuracy or reliability
of any opinion, advice, or statement made by any party
that appears on the Services. Under no circumstances
will we or our affiliates be responsible for any loss or
damage resulting from your reliance on information or
other content posted through the Services or transmitted
to or by any Members.
Reservation of Rights .
Right to Terminate or Deny
Service . You understand that
we, at our sole discretion, at any time, for any reason
or no reason whatsoever, can deny or block any user from
the Services and terminate any user's account if he/she
is a Member.
Right to Request
Information . You understand
that we have the right to request complete, accurate and
current information confirming eligibility for
subscription and/or membership and you agree to provide
that information in response to such a request.
Rights to Disclose .
Disclosure by Law . You
acknowledge and agree that we have the right to disclose
information you provide if required to do so by law at
the request of a third party, or if we, in our sole
discretion, believe that disclosure is reasonable to (1)
comply with the law, request or orders from law
enforcement, or any legal process (whether or not such
disclosure is required by applicable law); (2) protect
or defend our, or a third party's, rights or property;
or (3) protect someone's health or safety, such as when
harm or violence against any person (including a user or
Member) is threatened.
Disclosure to Protect Abuse
Victims . Notwithstanding any
other provision of these Terms or the Privacy Policy, we
reserve the right, but have no obligation, to disclose
any information that you submit, if in our sole opinion,
we suspect or have reason to suspect, that the
information involves a party who may be the victim of
abuse in any form. Abuse may include, without
limitation, elder abuse, child abuse, spousal abuse,
neglect, or domestic violence. Information may be
disclosed to authorities that we, in our sole
discretion, deem appropriate to handle such disclosure.
Appropriate authorities may include, without limitation,
law enforcement agencies, child protection agencies, or
court officials.
Right to Review Content; No Duty to
Monitor . You acknowledge and
agree that we have no duty whatsoever to prescreen,
control, monitor or edit the content posted by Members
and we are not liable for content that is provided by
others. However, you understand and agree that we may,
but are not required to, review, edit and delete any
content, email, messages, photos, dates or profiles
that, in our sole judgment and discretion: (i) violate these Terms; (ii) may be offensive,
disturbing, unsafe, or illegal; or (iii) may violate any
rights of other Members or third parties.
Right to Change
Services . You acknowledge
and agree that we may from time to time modify, change,
suspend or discontinue, temporarily or permanently, in
whole or in part, any aspect or feature of the Services
without notice to you, including changes to usage and to
access procedures. You acknowledge and agree that we
shall not be liable to you or any third party for any
such modification, change, suspension or discontinuance.
Right to Conduct Research; Informed
Consent . By accessing the
Services, you agree to allow us to anonymously collect
and use information from you and your experience with
the Services to conduct research about the Services and
to improve the products and user experience therein. All
such information collection and use will be in
accordance with our Privacy Policy.
Account Security .
User Obligations .
You understand and agree that you are responsible for
maintaining the confidentiality and security of the
username and password that you designate during the
process of becoming a Member, and you are fully
responsible for anything that occurs under your username
and password.
You agree to (1) immediately notify us of any
unauthorized use of your username or password or any
other breach of security and (2) ensure that you exit
from your account at the end of each session. You
acknowledge and agree that we will not be liable for any
loss or damage arising from your failure to comply with
this provision.
You agree to use extra care when accessing your account
from a public or shared computer, so that others are not
able to view or record your password or other personal
information. If you share your computer with others, you
may wish to consider disabling your auto-sign in
feature.
Our Obligations . We use
industry-standard techniques to safeguard your account
information. However, perfect security is not possible
on the Internet, and therefore we cannot and do not
guarantee that information provided to us will not
become public under any circumstances. This is
particularly true for any information you provide on
public areas of the website, including public profile
information, with is fully public, may be indexed by
Internet search engines and may be used for any purpose.
Proprietary Rights; Use
License .
Ownership .
We and our licensors own and retain all proprietary
rights in the Services. The Services may contain the
copyrighted material, trademarks, and other proprietary
information of us and our licensors (the "Site
Content"). Except for Site Content that is in the
public domain or for which permission has been provided,
you may not copy, modify, publish, transmit, distribute,
perform, display, or sell any Site Content.
Use License . Subject to
these Terms, we grant to you a limited, revocable,
non-exclusive, fully paid license to access the Site
Content, for the sole and limited purpose of
facilitating your use of the Services.
User Content . You
acknowledge and agree that if you use the Services to
contribute content (such as ideas for dates, profile
information, comments, responses, etc.) ("User
Content"), you hereby do and shall grant us a
non-exclusive, worldwide, royalty-free, transferable,
sublicensable right to use,
modify, reproduce, distribute, prepare derivative works
of, display, publish, perform and otherwise fully
exploit such User Content (including all related
intellectual property rights) in any media format,
through any media channel, for any purpose and to allow
others to do so. You also hereby do and shall grant each
user of the Services a non-exclusive license to access
your User Content through the Services and to use such
User Content as permitted by the Services and under
these Terms.
You represent, warrant and agree that you will not
contribute any User Content that:
infringes, violates or otherwise interferes with any copyright
or trademark of another party;
reveals
any trade secret, unless you own the trade secret or
have the owner's permission to disclose it;
infringes
any intellectual property right of another or the
privacy or publicity rights of another;
is
libelous, defamatory, obscene, pornographic, abusive,
indecent, threatening, harassing, hateful, offensive or
otherwise violates any law or right of any third party;
or
may
contain a virus,
trojan horse, worm, time
bomb or other computer programming routine or engine
that is intended to damage, detrimentally interfere
with, surreptitiously intercept or expropriate any
system, data or information.
Copyright Policy . If you
are a copyright owner or an agent thereof and believe
that any content on the Services infringes upon your
copyrights, you may submit a notification pursuant to
the Digital Millennium Copyright Act by providing our
Copyright Agent for notice of claims of copyright
infringement ( MoSex Exhibit
1 LLC Legal, 233 5th Avenue, New York, NY 10016) with
the following information in writing (see 17 U.S.C.
512(c)(3) for further
detail):
A physical or electronic signature of a person
authorized to act on behalf of the owner of an exclusive
right that is allegedly infringed;
Identification of the copyrighted work claimed to have
been infringed, or, if multiple copyrighted works are
covered by a single notification, a representative list
of such works;
Identification of the material that is claimed to be
infringing or to be the subject of infringing activity
and that is to be removed or access to which is to be
disabled and information reasonably sufficient to permit
the service provider to locate the material;
Information reasonably sufficient to permit us to
contact you, such as an address, telephone number, and,
if available, an electronic mail;
A statement that you have a good faith belief that use
of the material in the manner complained of is not
authorized by the copyright owner, its agent, or the
law; and
A statement that the information in the notification is
accurate, and under penalty of perjury, that you are
authorized to act on behalf of the owner of an exclusive
right that is allegedly infringed.
Membership .
You may become a Member at no cost. As a Member, you
will have the ability to use some, but not all, of the
available features of the Services. In order to access
additional features, you must become a paying
subscriber.
Subscriptions and Billing .
Subscription Plans and Policies. We currently do not
but may at some point bill for services, which may be an
obligation to continue using our services. Please note
that the Subscription Policies that are disclosed to you
in subscribing to the Services are deemed part of these
Terms. Please see Billing Details for a description of
such policies. For the purposes of these Terms, the term
"Member" includes subscribers, unless usage
indicates otherwise. From time to time, we may remove
the profiles of non-subscribers.
Billing .
We use a third-party payment processor (the
"Payment Processor") to bill you through an
online account (your " Billing Account") for
use of the Services as a subscriber. The processing of
payments will be subject to the terms, conditions and
privacy policies of the Payment Processor in addition to
these Terms. We are not responsible for error by the
Payment Processor. By subscribing, you agree to pay us,
through the Payment Processor, all charges at the prices
then in effect for any use of the Services in accordance
with the subscription plan that you have selected using
your Billing Account, and you authorize us, through the
Payment Processor, to charge your chosen payment
provider (your
"Payment Method"). You agree to make payment
using that selected Payment Method. We reserve the right
to correct any errors or mistakes that it makes even if
it has already requested or received payment.
Payment Method . The terms
of your payment will be based on your Payment Method and
may be determined by agreements between you and the
financial institution, credit card issuer or other
provider of your chosen Payment Method. If we, through
the Payment Processor, do not receive payment from you,
you agree to pay all amounts due on your Billing Account
upon demand.
Recurring Billing . Most
subscription plans to the Services consist of an initial
period, for which there is a one-time charge, followed
by recurring period charges as agreed to by you. By
choosing a recurring subscription plan, you acknowledge
that your subscription has an initial and recurring
payment feature and you accept responsibility for all
recurring charges prior to cancellation. WE MAY SUBMIT
PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER
AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE
(RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE
TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR
PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES
SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE
YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO
ACCOUNT SETTINGS.
Current Information
Required . YOU MUST PROVIDE
CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR
BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL
INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT,
COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING
ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION
DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT
PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR
LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL
BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE
OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH
INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL
TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE
THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF THE
SERVICE UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE
TERMINATED YOUR SUBSCRIPTION FOR THE SERVICE AS SET
FORTH ABOVE.
Change in Amount Authorized. If the amount to be
charged to your Billing Account varies from the amount
you preauthorized (other than due to the imposition or
change in the amount of state sales taxes), you have the
right to receive, and we shall provide, notice of the
amount to be charged and the date of the charge before
the scheduled date of the transaction. Any agreement you
have with your payment provider will govern your use of
your Payment Method. You agree that we may accumulate
charges incurred and submit them as one or more
aggregate charges during or at the end of each billing
cycle.
Auto-Renewal . Unless you
opt out of auto-renewal, which can be done through your
Account Settings, your subscription to the Services will
be automatically extended for successive renewal periods
of the same duration as the subscription term originally
selected, at the then-current non-promotional
subscription rate. To change or resign your subscription
at any time, go to Account Settings. If you terminate
your subscription, you may use your subscription until
the end of your then-current subscription term; your
subscription will not be renewed after your then-current
term expires. However, you won't be eligible for a
prorated refund of any portion of the subscription fee
paid for the then-current subscription period.
Reaffirmation of
Authorization . Your
non-termination or continued use of the Services
reaffirms that we are authorized to charge your Payment
Method. We may submit those charges for payment and you
will be responsible for such charges. This does not
waive our right to seek payment directly from you. Your
charges may be payable in advance, in arrears, per
usage, or as otherwise described when you initially
subscribed to the Services.
Free Trials and Other Promotions.
Any free trial or other promotion that provides
subscriber-level access to the Services must be used
within the specified time of the trial. You must cancel
your subscription before the end of the trial period in
order to avoid being charged a subscription fee. If you
cancel prior to the end of the trial period and are
inadvertently charged for a subscription, please contact
us at info@museumofsex.com.
Mobile Applications . Mobile
functionality of the Services may be provided for free,
but please be aware that your carrier's normal rates and
fees, such as message and data rates,
may still apply and you are
solely responsible for those fees. To the extent
necessary, in the event you change or deactivate your
mobile telephone number, you agree that you will update
your account information within 48 hours to ensure that
your messages are not sent to the person who acquires
your old number.
Interaction with Us or Our
Agents . We may provide
assistance and guidance to users and Members through our
employees or agents. When communicating with those
individuals, you may not be abusive, obscene, profane,
offensive, sexist, threatening, harassing, racially
offensive, or otherwise behave inappropriately. If we
feel that your behavior toward any of our customer care
representatives or other employees is at any time
threatening or offensive, we reserve the right to
immediately terminate your membership.
Termination .
By Member . You may
terminate your membership and/or subscription at any
time, for any reason, by following the instructions in
your Settings or by sending written notice of
termination to MoSex Exhibit
1 LLC Legal, 233 5th Avenue, New York, NY 10016 or email
notice of termination to info@museumofsex.com.
By Us . We, at our sole
discretion, may terminate your membership and/or
subscription for any reason or no reason. We are not
required to provide you notice prior to terminating your
membership and/or subscription. We are not required, and
may be prohibited, from disclosing a reason for the
termination of your account.
Subscriptions .
If you terminate your subscription, your subscription
will remain active until the end of your then-current
subscription period (that is, the subscription period
through which you had paid prior to your termination).
If we terminate your membership because you have
breached these Terms, you will not be entitled to any
refund of unused subscription fees.
Disclaimers/Limitations .
We are not responsible for any incorrect or inaccurate
content posted through the Services, whether caused by
users, Members or by any of the equipment or programming
associated with or utilized in the Services.
We assume no responsibility for any error, omission,
interruption, deletion, defect, delay in operation or
transmission, communications line failure, theft or
destruction or unauthorized access to, or alteration of,
user or Member communications.
We are not responsible for any problems or technical
malfunction of any telephone network or lines, computer
online systems, servers or providers, computer
equipment, software, failure of email or players on
account of technical problems or traffic congestion on
the Internet or at any website or combination thereof,
including injury or damage to users and/or Members or to
any other person's computer related to or resulting from
participating or downloading materials in connection
with the Services.
Under no circumstances will we or any of our
affiliates, advertisers, promoters or distribution
partners be responsible for any loss or damage,
including personal injury or death, resulting from use
of the Services, any content posted on the Services or
transmitted to Members, or any interactions between
users, whether online or offline.
From time to time, we may offer new "beta"
features or tools with which its users may experiment
with the Services. Such features or tools are offered
solely for experimental purposes and without any
warranty of any kind, and may be modified or
discontinued at our sole discretion.
We provide the SERVICES "AS IS, AS
AVAILABLE," without any warranty or condition of
any kind (express, implied or statutory) AND YOUR ACCESS
OF the site IS AT YOUR OWN
RISK. We do not warrant that our services will meet your
requirements or result in any particular outcome, or
that the operation will be uninterrupted or error-free.
To the fullest extent allowed by law, we specifically
disclaim any implied warranties of title,
merchantability, non-infringement and fitness for a
particular purpose. SOME STATES DO NOT ALLOW THE
DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING
DISCLAIMER MAY NOT APPLY TO YOU.
We shall not be liable to you for any DIRECT, special,
incidental, indirect, punitive or consequential damages
(even if you have been advised us of the possibility of
such damages). Our cumulative liability relating to your
use of the SERVICES (regardless of the basis), shall not
exceed the greater of (a) amounts that you
paID TO US IN THE PREVIOUS
TWELVE MONTHS and (b) $100. SOME states do not allow the
exclusion or limitation of incidental or consequential
damages, so the above limitation or exclusion may not
apply to you.
Third Party Links . You may
be provided links to other websites or resources through
the Services. Because we have no control over such sites
and resources, you acknowledge and agree that we are not
responsible for the availability of such external sites
or resources, and do not endorse and are not responsible
or liable for any content, advertising, products or
other materials on or available from such sites or
resources. You further acknowledge and agree that we
shall not be responsible or liable, directly or
indirectly, for any damage or loss caused or alleged to
be caused by or in connection with the use of, or
reliance upon, any such content, goods or services
available on or through any such site or resource.
Compliance with Laws . You
will only use the Services in a manner consistent with
these Terms and any and all applicable local, state,
national and international laws and regulations,
including, but not limited to, United States export
control laws. You represent and warrant that you are not
located in, under the control of, or a national or
resident of any country which the United States has (a)
embargoed goods, (b) identified as a "Specially
Designated National," or (c) placed on the Commerce
Department's Table of Deny Orders. Registration for, and
use of, the Services are void where prohibited. To the
extent that the Services are not legal in your
jurisdiction, you may not use the Services; the Services
may not be used where prohibited by law.
Jurisdiction and Choice of
Law . If there is any dispute
arising out of the Services, by using the Services you
expressly agree that any such dispute shall be governed
by the laws of the State of New York, without regard to
its conflict of law provisions, and you expressly agree
and consent to the exclusive jurisdiction and venue of
the state and federal courts of the State of New York,
in New York County, for the resolution of any such
dispute.
Indemnity by You . You agree
to indemnify and hold us, our subsidiaries, affiliates,
officers, agents, and other partners and employees,
harmless from any loss, liability, claim, or demand,
including reasonable attorney's fees, made by any third
party due to or arising out of your use of the Services
in violation of these Terms and/or arising from a breach
of these Terms and/or any breach of your representations
and warranties set forth above.
Miscellaneous .
Entire Agreement . These
Terms contain the entire agreement between you and us
regarding the use of the Services.
Severability .
If any provision of these Terms is held to be invalid,
illegal or unenforceable in any respect, that provision
shall be limited or eliminated to the minimum extent
necessary so that these Terms shall otherwise remain in
full force and effect and enforceable.
Survival .
Even after your membership or subscription is
terminated, or your use of the Services discontinues,
these Terms will remain in effect. All terms that by
their nature may survive termination of these Terms
shall be deemed to survive such termination.
Waiver .
Our failure to enforce any part of these Terms shall not
constitute a waiver of our right to later enforce that
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