IMPORTANT LEGAL NOTICE.
PLEASE READ THE FOLLOWING TERMS OF USE
(“TERMS”) CAREFULLY. THESE TERMS GOVERN YOUR USE OF WEBSITE AND RELATED APPS, GAMES,
PRODUCTS, AND SERVICE (ALL OF SHALL BE REFERRED TO AS "SERVICES.")
THESE TERMS SET FORTH A BINDING AGREEMENT BETWEEN YOU AND Scandal App ("COMPANY" "WE"
"US"). YOU MUST BE AT LEAST 18
YEARS OLD AND THE AGE OF MAJORITY AND LEGAL CONSENT IN THE JURISDICTION IN
WHICH YOU LIVE OR RESIDE TO AGREE TO THESE TERMS.
1.
Acceptance
of Terms of Use. By accessing, viewing or using any Services,
you represent and warrant that you are at least 18 years old and the age of
majority and legal consent in the jurisdiction in which you live or reside, and
you agree to be bound by and subject to these Terms. If you do not agree to
these Terms, you should not check or click on, or otherwise agree to, these
Terms, and you should immediately leave this page and not access or use any
Services. Upon our request, you agree to sign a non-electronic version of these
Terms.
2.
Changes
to Terms of Use and Services. THESE TERMS MAY BE AMENDED OR CHANGED BY US
IN OUR DISCRETION, WITH OR WITHOUT NOTICE, AT ANY TIME. Your continued access
or use of the Services following such changes will be deemed acceptance of such
changes. In addition, we reserve the right to modify or cease providing all or
any portion of the Services at any time, with or without notice. Be sure to
return to this page periodically to ensure familiarity with the most current
version of these Terms.
3.
Privacy
Policy. We are
committed to protecting the privacy of the personal information you provide to
us through the Services. Any personal information submitted through the
Services by you is subject to our Privacy Policy which is incorporated herein
by reference. PLEASE REVIEW OUR PRIVACY POLICY TO UNDERSTAND OUR PRACTICES WITH
RESPECT TO YOUR PERSONAL INFORMATION. We do not knowingly collect personal
information from persons under the age of 18.
4.
Account. In order to participate in or receive certain
Services, you may be required to create an account with us (“Account”), and you
may be subject to additional contractual terms and conditions applicable to
such Services (“Additional Terms”), which Additional Terms will be accessible
to you on in the Service or presented to you as Additional Terms when you sign
up for or access such Services. Any such
Additional Terms shall be incorporated into and form a part of these Terms. Your Account is for your individual, personal
use only, and you may not authorize others to use your Account for any purpose. In creating your Account, you certify
that all information you provide is complete and accurate. You agree to update your information when
required or requested, and you further agree not to use another person’s
account without permission. You are
responsible for maintaining the confidentiality of, and restricting access to,
your Account and password, and you agree to accept sole responsibility for all
activities that occur under your Account or password. You agree to contact COMPANY immediately of
any breach of security or unauthorized use of your Account or any violation of
these Terms by others of which you are aware. You agree that we shall have no liability for
any losses, damages, liabilities or expenses you may incur due to any
unauthorized use of your Account, and you agree to indemnify us and hold us
harmless for any such unauthorized use. We reserve the right to create accounts
for quality control and administrative purposes. Such accounts may be publicly viewable.
5.
Proprietary
Rights of COMPANY Content. The
Services and COMPANY content provided through the Services, including but not
limited to, the text, data, software, web pages, graphics, visual effects,
animations, stamps, photographs, music, sounds, videos, interactive features,
blogs, posts, feedback, messages, tags and other materials (collectively,
"COMPANY Content") and the trademarks, service marks and logos
contained therein ("Marks") are owned by or licensed to us, subject
to copyright and other intellectual property rights under United States and
foreign laws and international conventions. All Services are licensed to you, not sold and
all COMPANY Content is provided to you solely for your information and
personal, non-commercial use. You agree to not engage in the use, copying, or
distribution of any COMPANY Content other than as expressly permitted herein.
If you download or print a copy of the COMPANY Content for personal use, you
must retain all copyright and other proprietary notices contained therein. You
agree not to circumvent, disable or otherwise interfere with security related
features of the Services or features that prevent or restrict use or copying of
any COMPANY Content or enforce limitations on the use of the Services or
COMPANY Content. We or our licensors retain all intellectual and proprietary
rights in and to the Services and COMPANY Content, except as expressly provided
herein. No right is granted to you herein to use any Marks. Conditioned on your compliance with licensing
requirements, including, but not limited to payment, where applicable, COMPANY
grants you a limited, non-exclusive license to access and use the Services for
your own personal, non-commercial purposes. This license is personal to you and may not be
assigned or sublicensed to anyone else.
6.
Software
Download Licenses. All games
and other products you download or otherwise lawfully access through the
Service (collectively, the “Software”) are licensed to you on a non-exclusive
basis and not sold. Additional or
separate license terms may be set forth in the Software itself, and you may be
obligated to accept those terms in order to access or use the Software. To the extent of any inconsistency with this
Agreement, the license terms set forth in the Software will govern. may not
engage in any use of the Software that violates any law or regulation;
specifically, you may not: copy the Software except to make archival or backup
copies as may be permitted by law; modify or adapt the Software or merge it
into another program or create derivative works based on the Software; reverse
engineer, disassemble, decompile or make any attempt to discover the source
code of the Software; exploit the Software or any of its parts for any
commercial purpose including, but not limited to, use at a cyber café, computer
gaming center or any other location- based site. COMPANY may, in its discretion, offer a separate
Site License Agreement to permit you to make the Software available for
commercial use for a separate fee – contact COMPANY for details; place the
Software onto a server without our written permission so that it is accessible
via a public network such as the Internet; engage in matchmaking for
multi-player play (if such feature is available with the Software) over
unauthorized networks; remove, disable, or circumvent any proprietary notices
or labels contained on or within the Software or the Documentation; circumvent
or attempt to circumvent any technological measures in the Software or any
accompanying media designed to prevent copying or unauthorized access; or
sublicense, rent, lease or lend any portion of the Software. The Software is
protected by the copyright and trademark laws of the United States,
international copyright treaties and conventions and other laws. All rights are
reserved. The Software may contain certain licensed content and COMPANY’s
licensors may protect their rights in the event of any violation of this
Agreement. Your computer or mobile device may need to meet certain minimum
system specifications in order to use or access the Software.
7.
Virtual
Rights and Virtual Currency. COMPANY may grant you a license to access or
use online or off-line Services, such as accessing or unlocking Content or
enhancing functionality, referred to as “Virtual Rights.” COMPANY may also make use of “Virtual
Currency,” which has no monetary value and has no value outside of the
Services. Virtual Currency cannot be sold, traded, transferred, or exchanged
for cash; it only may be redeemed for Virtual Rights. Virtual Currency and any Virtual Rights
acquired are not returnable, exchangeable, or refundable.
8.
Rights
Regarding User Generated Content. Once you post, send or otherwise make publicly available any content through
the Services, for example videos, gifs, and metadata ("Personal
Content" or “User Generated Content” or “UGC”), you expressly grant us,
and hereby represent that you have the right to grant us, a perpetual,
irrevocable, world-wide, assignable, sub-licensable, and transferable right and
license to quote, re-post, use, copy, reproduce, modify, transcribe, make
publicly searchable, create derivative works of, incorporate into other works,
distribute, transmit, broadcast, communicate, publicly display, publicly
perform and otherwise exploit such UGC in any form or media, in whole or in
part, anywhere, and without any notice or compensation to you of any kind in
relation to providing or otherwise carrying out the Services and all related
activities. You hereby grant us all consents, rights and clearances to enable
us to use such Personal Content for such purposes. Personal Content may be
searchable by, and you may be able to view and search Personal Content on,
different apps or websites (i.e., different URLs in the form of
"co-brands" or "private labels") operated by us or our
affiliated entities. Personal Content may also be searchable by third-party
search engines, such as google, yahoo and bing.
We reserve the right, but not the
obligation, to refuse to transmit or post, and to disclose, block or remove or
modify any content, including but not limited to, Personal Content, in whole or
in part, for any reason or no reason or that we, in our discretion, deem to be
in violation of these Terms or otherwise adverse to the user experience or
confusing to persons using the Services, regardless of whether this material or
its dissemination is unlawful. We retain the right, but not the obligation, to
monitor all transmissions, uses, and postings of Personal Content and other
materials and from time to time to investigate or prevent violations of these
Terms. We reserve the right to delete any content and to modify, reject,
filter, ban, or delete hashtags and usernames. In addition, we may also take steps, including the limiting or filtering
site usage, the number of emails, chat messages or posts sent or received by a
user or member.
9.
Use
of Services; Assumption of Risk. The Services may not be accessed or used in
any manner where prohibited by law. You understand that by accessing or using
the Services, you may encounter content that may be deemed mature, offensive,
indecent or objectionable, which content may or may not be identified as having
explicit language or adult themes, and which in certain circumstances may be
due to your interactions with other users or members in the course of accessing
or using the Services. YOU FULLY ASSUME ALL RISK OF LOSS AND RISK OF PERSONAL
HARM ARISING OUT OF YOUR USE OF THE SERVICES, including but not limited to, any
online or offline communications and personal interactions with others (such as
dating). It is your responsibility to take all advisable and necessary
precautions when interacting with individuals you meet or come into contact
with through the Services.
10.
Your
Additional Representations and Warranties. You further represent and warrant to us, under penalty of perjury, as follows:
(a) You will not provide or permit access or use of the Services, or your Account,
by any minors;
(b) Your Account information is current, complete and accurate and you will
promptly update all information to keep your Account and billing information
complete and accurate upon any change (such as change of billing address,
credit card number or expiration date);
(c) You have not and will not access or use the Services from any place or
jurisdiction where such use is prohibited or contrary to applicable laws,
rules, regulations, ordinances, edicts or customs, and you are not a national
or resident of any country which the United States has (i) embargoed goods;
(ii) identified as a “Specially Designated National”; or (iii) placed on the
Commerce Department’s Table of Deny Orders;
(d) Your use of the Services is and will be in compliance with all
applicable laws, rules, regulations, ordinances, edicts or customs;
(e) If you establish an Account, you (i) have never been convicted of a
felony; and (ii) are not required to register as a sex offender with any
government entity or agency; and
(f) You will not use any robot, spider, scraper or other automated measures
to (i) access or use the Services or access any content, (ii) circumvent any
technical measures we use to provide the Services, (iii) cause harm to us or
our affiliated entities, (iv) manipulate the results or outcome of any contest,
game, program, or promotion.
11.
Third
Party Links and Pages; Reliance on Content and Advice. (a) The Services may include
hyperlinks or banner ads to third-party websites, content and/or resources
("Resources"). You acknowledge and agree that we have no control over
and are not responsible for the availability of any such Resources, and we do
not endorse any advertising, products or other materials on or available from
such Resources. Because we cannot control the activities of such Resources, we
cannot accept responsibility for any use of your personal information by such
third parties, and we cannot guarantee that they will adhere to the same
privacy and security practices as us. If you visit or link to a Resource, you
should consult that Resource's privacy policy before providing any personal
information. You agree that we shall have no liability for any losses, damages,
liabilities or expenses you may incur due to your use of such Resources, and
you agree to indemnify us and hold us harmless for any such use.
(b) 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 through 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 through the Services. Under no
circumstances will we or our affiliated entities 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 of our users or members.
12.
Content
Provided "AS IS"; Access to Content. You understand that UGC, whether publicly
posted or privately transmitted, is the sole responsibility of the person from
whom such UGC originated. We do not control this Personal Content and do not
guarantee its accuracy, integrity or quality. All such Personal Content,
COMPANY Content, and the Services are provided "AS IS" without
representation or warranty of any kind. Under no circumstances shall we be
liable to you in any way for any content, including but not limited to, any
errors or omissions in any content or the Services, or any loss or damage of
any kind incurred because of the use of any content or the Services. We claim
immunity from liability to the fullest extent permitted by law, and as further
provided under the Communications Decency Act, for any content provided by
third parties. Neither our actions nor any provision in these Terms is intended
to waive, remove or usurp such immunity.
13.
Noncommercial
Use. The Services are made available for your
personal, noncommercial use. You will not advertise or solicit any user or
member to buy or sell any products or services through the Services. You may
not transmit any chain letters, junk or spam e-mail to other users or members.
Further, you will not use any information or content obtained from the Services
for commercial purposes or in order to contact, advertise to, solicit, or sell
to any user or member without their prior express consent. If you breach the terms
of this subsection and/or send or post unsolicited bulk email, "spam"
or other unsolicited communications of any kind through the Services, we
reserve all rights, claims and causes of action we may have, statutory or
otherwise, including but not limited to, the right to seek statutory penalties
for each such unsolicited communication you send through the Services.
14.
Personal
Communications. (a) You acknowledge and agree that your communications with other users or
members via chats, conferences, bulletin boards, blogs, posts and any other
publicly accessible avenues of communication through the Services are public
and not private communications. Therefore, we strongly encourage you to use
caution before disclosing any personal information about yourself in your
public communications. We are not responsible for information or content that
you choose to communicate to other users or members, or for the actions of
other users or members, and you agree to indemnify us and hold us harmless from
any losses, liabilities, damages or expenses you may incur due to such
communications or actions.
15.
Your
Conduct. You further
agree not to use the Services to:
(a) upload, post, email, transmit or otherwise make available any content
that is unlawful, harmful, threatening, abusive, harassing, tortious,
defamatory, obscene, libelous, invasive of another's privacy, hateful, or
racially, ethnically or otherwise objectionable, or consists of “fake news”;
(b) harm minors in any way or commit abuse;
(c) impersonate or misrepresent your affiliation with, including acting as
an employee of, us or our affiliated entities;
(d) forge headers or otherwise manipulate identifiers in order to disguise
the origin of any content transmitted through the Services;
(e) upload, post, email, transmit or otherwise
make available any content that you do not have a right to make available under
any law or under contractual or fiduciary relationships (such as inside
information, proprietary and confidential information learned or disclosed as
part of employment relationships or under nondisclosure agreements);
(f) upload, post, email, transmit or otherwise make available any content
that infringes any patent, trademark, trade secret, copyright or other
proprietary rights of any person;
(g) upload, post, email, transmit or otherwise make available any
unsolicited or unauthorized advertising, promotional materials, "affiliate
marketing codes," "link referral code," or any other form of
commercial solicitation;
(h) upload, post, email, transmit or otherwise make available 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, hardware, networks or telecommunications equipment;
(i) disrupt the normal flow of dialogue, cause a screen to
"scroll" faster than other users or members of the Services are able
to type, or otherwise act in a manner that negatively affects other users' or
members' ability to engage in real-time exchanges;
(j) interfere with or disrupt the Services or servers or networks connected
to the Services, or disobey any requirements, procedures, policies or
regulations of networks connected to the Services, including using any device,
software or routine to bypass our robot exclusion headers;
(k) violate any applicable local, state, national or international law,
including, but not limited to, regulations promulgated by the U.S. Securities
and Exchange Commission, any rules of any national or other securities
exchange, including, but not limited to, the New York Stock Exchange, the
American Stock Exchange or the NASDAQ, and any regulations having the force of
law;
(l) provide material support or resources (or conceal or disguise the nature,
location, source, or ownership of material support or resources) to any
organization(s) designated by the United States government as a foreign
terrorist organization pursuant to section 219 of the Immigration and
Nationality Act;
(m) "stalk" or otherwise
harass another person or user or member;
(n) collect or store personal data about other users or members without
their consent (including, but not limited to, through the use of scripts, bots
or web crawlers) or upload, post, email, transmit, chat or otherwise disclose
other users' or members' private information; or
PLEASE REPORT ANY
VIOLATIONS OF THIS SECTION OR THESE TERMS TO OUR ABUSE DEPARTMENT LOCATED AT [email protected].
16.
Member
Interactions and Disputes. (a) YOU ARE SOLELY RESPONSIBLE FOR YOUR
INTERACTIONS WITH OTHER USERS AND MEMBERS OF THE WEBSITE AND SERVICES. YOU
UNDERSTAND AND AGREE THAT WE HAVE NO OBLIGATION TO SCREEN OUR USERS OR MEMBERS;
INQUIRE INTO THE BACKGROUNDS OF OUR USERS OR MEMBERS; OR ATTEMPT TO VERIFY THE
STATEMENTS OF OUR USERS OR MEMBERS. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS
TO THE CONDUCT OF USERS OR MEMBERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR
FUTURE USERS OR MEMBERS. IF YOU FIND OTHER USERS' OR MEMBERS' INFORMATION TO BE
OFFENSIVE, HARMFUL, INACCURATE AND/OR DECEPTIVE, YOU MAY USE THE REPORT ABUSE
PAGE PROVIDED ON THE COMPANY WEBSITE. WE RESERVE THE RIGHT, BUT HAVE NO
OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS OR MEMBERS OR TO
TERMINATE OR BLOCK YOU AND OTHER USERS OR MEMBERS FOR VIOLATIONS OF THESE
TERMS. PLEASE ALSO USE CAUTION, COMMON SENSE, AND SAFETY WHEN USING THE
SERVICES TO INTERACT WITH OTHER USERS AND MEMBERS. We further reserve the
right, but have no obligation, to conduct any credit, criminal or other
background checks using publicly available records, at any time, to confirm
your compliance with these Terms. (b) In the event that you have a dispute with one or more other users or
members, you hereby release us, our parent, subsidiaries and affiliated
entities, and ours and their shareholders, directors, officers, employees,
agents, successors and assigns from any and all claims, demands, damages
(actual and consequential), losses and liabilities of every kind or nature,
known and unknown, suspected and unsuspected, disclosed and undisclosed,
arising out of or in any way related to such disputes. If you are a California
resident, you waive California Civil Code Section 1542, which says: "A
general release does not extend to claims which the creditor does not know or suspect
to exist in his favor at the time of executing the release, which, if known by
him must have materially affected his settlement with the debtor."
17.
DMCA
Notice. We strive to
comply with the Digital Millennium Copyright Act of 1998, as amended
("DMCA"), at all times and maintain a repeat infringer policy which
may result in the termination of your right to use the Services if you violate
such policy. If you believe that your work has been copied, posted or otherwise
made available through the Services in a way that constitutes copyright
infringement, please notify our DMCA Copyright Agent of your complaint, as set
forth in the DMCA. Please consult the DMCA to confirm these requirements. You
must provide our DMCA Copyright Agent with the following information in
writing, to the extent required by the DMCA: (a) an electronic or physical
signature of the person authorized to act on behalf of the copyright owner that
is allegedly infringed; (b) a description of the copyrighted work that you
claim has been infringed (or, if multiple copyrighted works on a site are
covered by a single complaint, a representative list of the allegedly
infringing works on the site); (c) identification of the material that is
claimed to be infringing and to be removed, and information reasonably
sufficient to permit us to locate the material (such as the specific URLs or
links); (d) information reasonably sufficient to permit us to contact you, such
as your address, telephone number and e-mail address; (e) a written statement
by you that you have a good faith belief that use of the material in the manner
complained of is not authorized by the copyright owner, its agent or the law;
and (f) a statement by you, made under penalty of perjury, that the above
information in your notice and complaint is accurate and that you are the
copyright owner or authorized to act on the copyright owner's behalf. Please be
aware that the foregoing information in your complaint may be forwarded to the
person who provided the allegedly infringing content. The foregoing information
must be submitted to our DMCA Copyright Agent as follows:
Pursuant to Section 512(f) of the
DMCA, any person who knowingly materially misrepresents that material or
activity is infringing may be subject to liability.
If you believe that your material has
been mistakenly removed or disabled pursuant to this section, you may submit a
counter notice by notifying our DMCA Copyright Agent at the address provided
above.
Pursuant to Section 512(f) of the
DMCA, any person who knowingly materially misrepresents that material or
activity was removed or disabled by mistake or misidentification may be subject
to liability.
18.
Subscription,
Usage and Foreign Transaction Fees; Promotional Credits. (a) Subscription Fees. Certain
Services are subject to subscription fees ("Subscription Fees").
These Subscription Fees are provided to you upon registration and may change
from time to time. Unless otherwise indicated, Subscriptions Fees cover an
initial period, for which there is a one-time charge, followed by recurring
periodic charges for subsequent periods as agreed to by you upon registration.
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 (CONFIRMED IN WRITING AT
OUR REQUEST) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR
PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES APPLIED BEFORE WE CAN
REASONABLY ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD
FOR SUBSCRIPTIONS, GO TO YOUR BILLING PAGE.
(b) Other Fees. Certain other Services may require you to make one-time
payments or prepay certain amounts for credits, tokens, digital items or goods
which may be redeemed solely for specified Services ("Credits").
Credits, as well as unused balances may not be redeemed for cash and may not be
returned or forfeited for a cash refund, except as may be required by
applicable law. In addition, Credits and unused balances are not transferable.
(c) Usage Fees. Certain Services may require a sufficient balance of funds
in your Account against which usage or similar fees (e.g., pay per minute or
pay per view) may be charged.
(d) Foreign Transaction Fees. We may use credit card processors or banks
outside the United States to process your transactions. In some instances, your
bank or credit card issuer may charge you a foreign transaction or similar fee
or charge. Before purchasing any Services, please check with your bank or
credit card issuer for more information about its policies regarding foreign
transaction and similar fees and charges.
(e) Promotional Credits. You expressly acknowledge that any promotion that
provides points, pre-recorded shows, or similar credits or benefits
(collectively, "Promotional Credits") may be terminated by us in our
sole discretion at any time. If you have not logged into your account in the
previous 180 days or if your membership is terminated for any reason, your
Promotional Credits, if any, will expire and be forfeited. Unless expressly
indicated for the specific promotion, Promotional Credits have no cash value
and may not be redeemed for cash, converted for other Services and/or
transferred to third-parties.
19.
Renewals. (a) In order to provide
continuous service, we automatically renew all paid subscriptions for the
Services on the day such subscriptions expire. Such renewals shall be (i) for a
period equivalent to the period of your initial subscription to the Services or
a shorter period of time if specified, and (ii) in our discretion, at the price
of the same or comparable Services then in effect. In addition, we sometimes
offer special promotions that have renewal periods of different duration than
the original subscription term. We always communicate renewal periods to you
upon confirmation of your subscription and in the body of any special
promotions that have renewal periods of different duration than the original
subscription term. By agreeing to these Terms, you acknowledge that your
Account will be subject to the above-described automatic renewals. In all
cases, if you do not wish your Account to renew automatically, please go to the
app store subscription page and turn auto-renewal off.
(b) Your non-termination or continued use of the Services reaffirms that we
are authorized to charge your chosen payment provider. 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, or otherwise joined, the Services.
20.
Termination. (a) We reserve the right to
terminate or restrict your access to or use of the Services, without notice or
liability, for any or no reason whatsoever. In addition, we may terminate your
Account and any membership and/or subscription with us by sending notice to you
at the email address you provided in your application for membership. Upon
termination of these Terms, you must stop using the Services and all related
content, your licenses provided under this agreement are terminated, and you
will not be entitled to any refund of any unused Subscription Fees or other
prepaid amounts. All decisions regarding the termination of Accounts shall be
made by us in our sole discretion. We are not required, and may be prohibited,
from disclosing to you the reason for termination of your Account, membership
or subscription.
(b) You may terminate your Account, membership and/or subscription with us
at any time, and termination will be effective immediately upon receipt of
notice. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY AMOUNTS PREPAID BY YOU AND
YOU WILL NOT RECEIVE ANY REFUND FOR ANY UNUSED DAYS OF ANY SUBSCRIPTION TERM.
21.
Disclaimer
of Warranties. THE SERVICES ARE
PROVIDED "AS-IS" AND WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES TO
THE FULLEST EXTENT PROVIDED BY LAW, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR
NON-INFRINGEMENT. TO THE EXTENT APPLICABLE LAWS PROHIBIT TERMS OF USE FROM
DISCLAIMING ANY IMPLIED WARRANTY, SUCH IMPLIED WARRANTY SHALL BE LIMITED TO THE
MINIMUM WARRANTY PERIOD REQUIRED BY LAW, AND IF NO SUCH PERIOD IS REQUIRED,
THEN THIRTY (30) DAYS FROM FIRST USE OF THE SERVICES. WE CANNOT GUARANTEE AND
DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. WITHOUT LIMITING
THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR
ERROR-FREE.
22.
Limitation
of Liability. IN NO EVENT WILL
WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED
TO, LOST PROFITS ARISING OUT OF YOUR USE, OR INABILITY TO USE, THE SERVICES,
EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER
AGREE TO INDEMNIFY US AND HOLD US HARMLESS FOR ANY AND ALL CLAIMS, DAMAGES,
LIABILITIES AND EXPENSES IN THE EVENT THAT YOU FIND OTHER USERS' OR MEMBERS'
CONTENT TO BE OFFENSIVE, HARMFUL, OBSCENE, INACCURATE AND/OR DECEPTIVE. UNDER
NO CIRCUMSTANCES SHALL OUR LIABILITY TO YOU FOR ANY CLAIM OR CAUSE OF ACTION
WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WHETHER ARISING IN
CONTRACT, TORT OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU TO US, IF ANY,
DURING THE 90 DAY PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST
ASSERT ANY SUCH CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW.
23.
Indemnification. You agree to indemnify and hold us, our
parent, subsidiaries, and affiliated entities, and ours and their shareholders,
directors, officers, employees, agents, contractors, licensors and licensees,
harmless from any loss, liability, claim, demand or expense, including but not
limited to, reasonable attorney's fees, made by any third party due to or
arising out of your use of the Services or any breach or violation of these
Terms.
24.
U.S.
Export Controls. Software and
content provided through the Services are subject to United States export
controls. No software or content from the Services may be downloaded or
otherwise exported or re-exported (a) into (or to a national or resident of)
Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the
U.S. has embargoed goods; or (b) to anyone on the U.S. Treasury Department's
list of Specially Designated Nationals or the U.S. Commerce Department's Table
of Deny Orders. By downloading or using any such software or content, you
represent and warrant that you are not located in, under the control of, or a
national or resident of any such country or on any such list.
25.
Choice
of Law. These Terms
shall be governed by the laws of the State of California, without regard to its
conflict of laws rules or principles.
26.
Venue. You agree to exclusive jurisdiction in California
for all arbitration and other proceedings arising out of these Terms.
27.
Arbitration
of Disputes. ANY CLAIM,
DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER
PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION,
COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN YOU AND US OR ANY OF
OUR AFFILIATED ENTITIES OR OURS OR THEIR AGENTS, EMPLOYEES, PRINCIPALS,
SUCCESSORS, OR ASSIGNS ARISING FROM OR RELATING TO THESE TERMS, ITS
INTERPRETATION, OR THE BREACH, TERMINATION OR VALIDITY HEREOF, OR THE
RELATIONSHIPS WHICH RESULT FROM THESE TERM (INCLUDING, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, RELATIONSHIPS WITH THIRD PARTIES WHO ARE NOT
SIGNATORIES TO THIS AGREEMENT), AND THE RELATIONSHIP OF THER PARTIES SHALL BE
RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY JAMS in
San Francisco under the applicable JAMS COMPREHENSIVE ARBITRATION RULES AND
PROCEDURES and will be administered by the before a single retired judge. The
arbitrator shall be empowered to grant whatever relief would be available in a
court under law or in equity. Any award
of the arbitrator shall be final and binding on each of the parties, and may be
entered as a judgment in any court of competent jurisdiction. The arbitration
proceeding will be limited solely to the dispute or controversy between you and
us. YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO LITIGATE CLAIMS IN A
COURT OR BEFORE A JURY WITH RESPECT TO ANY SUCH CLAIM. Nothing in this Section
shall be deemed to prohibit us from seeking an injunction or other equitable
relief in any court of competent jurisdiction to protect or preserve ours or
our licensors' rights in and to intellectual property or confidential
information.
28.
Class
Action Waiver. IN ANY DISPUTE,
NEITHER YOU NOR ANY OTHER PERSON SHALL BE ENTITLED TO JOIN OR CONSOLIDATE
CLAIMS BY OR AGAINST OTHER AFFILIATES OR PERSONS, OR ARBITRATE ANY CLAIM AS A
REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. YOU
ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO PARTICIPATE IN A CLASS ACTION
OR REPRESENTATIVE ACTION WITH RESPECT TO ANY SUCH CLAIM(S).
29.
Electronic
Communications. By using the
Services, you consent to receiving electronic communications, e.g., email, from
us or our subsidiaries and affiliated entities. These communications will
include notices about your Account and information concerning or related to the
Services. These communications are part of your relationship with us and you
receive them as part of your membership. You agree that any notice, agreements,
disclosures or other communications that we send to you electronically will
satisfy any legal communication requirements, including but not limited to, any
requirements that such communications be in writing.
30.
Severability. If any provision of this Agreement is held to
be unenforceable under applicable law, such provision shall be excluded from
this Agreement, and the balance of this Agreement shall be interpreted as if
such provision was so excluded and shall be enforceable in accordance with its
modified terms.
31.
Merger;
Translations. These Terms
represent the entire understanding between the parties with respect to the
subject matter hereof and supersede all previous understandings, written, oral
or implied. Where we have provided you with a translation of the English
language version of these Terms, then you agree that the translation is
provided for your convenience only and that the English language versions of
these Terms will govern your relationship with us. If there is any
contradiction between what the English language version of these Terms and any
translation, the English language version shall take precedence.
32.
Force
Majeure. Neither you nor
we shall be held responsible for any delay or failure in performance hereunder
caused by acts of God (or natural disasters), terrorism, strikes, embargoes,
fires, war, or other causes beyond the affected party's reasonable control.
33.
Construction. The headings used herein are for convenience
only and shall not be deemed to define, limit or construe the content of any
provision of these Terms. The meanings given to terms defined herein will be
equally applicable to both the singular and plural forms of such terms.
Whenever the context may require, any pronoun includes the corresponding
masculine, feminine and neuter forms.
34.
Notices. Except as explicitly stated otherwise, legal
and other notices (including but not limited to notices of legal proceedings)
shall be delivered to COMPANY by U.S. mail at Scandal App, 45
30 Stamford St,London SE1 9LQ, United Kingdom - Attn. Legal, or to you at the email
address you provided us (a) at the time you registered; (b) through a
subsequent notice of an address change; or (c) through a posting through the
Services. Physical notices shall be effective when received. Email notices
allowed hereunder shall be deemed given 24 hours after email is sent, unless
the sending party is notified that the email address is invalid. In addition,
we may provide notice by certified mail, postage prepaid and return receipt
requested. In such case, notice shall be deemed given when received.
35.
Waiver. Failure to enforce any provision of these
Terms shall not constitute a waiver of any term hereof. No waiver of a breach
of any provision of these Terms shall constitute a waiver of any prior,
concurrent or subsequent breach of the same or any other provision hereof, and
no waiver shall be effective unless granted in writing and signed by an
authorized representative of us at our director level or above.
36.
Limitations
of Claims. You agree that
any claim or cause of action arising out of or related to these Terms or your
use of the Services must be filed within one (1) year after such claim or cause
of action arose or be forever barred.
37.
Non-Assignment. You may not resell, assign or transfer any of
your rights or obligations under these Terms without our prior written consent.
We may resell, assign or transfer our rights and obligations under these Terms
at any time without restriction and without notice or consent.
38.
Agreement
Binding. This Agreement
shall be binding upon the parties and their successors and permitted assigns.