IFreeChat.com Terms-of-Use Agreement

Last Updated: June 4, 2018

Stelivo LLC, a Florida limited liability company (the “Company”), welcomes you to IFreeChat.com (the “Website”). It is important to the Company that you and other visitors have the best possible experience while using the Website, and that, when you use the Website, you understand your legal rights and obligations. Please read this terms-of-use agreement, which is a legal agreement between you and the Company that governs your access to and use of the Website, including any content, functionality, and services offered on or through the Website. Your access to the Website is on the condition that you agree to this agreement. Please pay special attention to the following: (1) disclaimer of warranties (section 17); (2) limitation on liability (section 18); (3) governing law and jurisdiction (section 20); (4) arbitration (section 21); (5) jury trial waiver (section 23); (6) class action waiver (section 24); and (7) limitation on time to file disputes (section 25).

Section 230(d) Notice: In accordance with 47 U.S.C. § 230(d), you are notified that parental control protections (including computer hardware, software, or filtering services) are commercially available that may help in limiting access to material that is harmful to minors. You may find information about providers of these protections on the Internet by searching “parental control protection” or similar terms.

Age Restriction: Only adults (1) who are at least 18-years old and (2) who have reached the age of majority where they live may access the Website. The Company forbids all persons who do not meet these age requirements from accessing the Website. If minors have access to your computer, please restrain their access to sexually explicit material by using any of the following products, which the Company provides for informational purposes only and does not endorse: CYBERsitter™ | Net Nanny® | CyberPatrol | ASACP.

Notice of Explicit Content: The Website may contain content that you may find offensive, indecent, or objectionable, including heterosexual, bisexual, homosexual, and transsexual situations of a sexual nature. This content may or may not be identified as having attributes that you may find offensive. You acknowledge that you use the Website at your own risk, and the Company has no liability to you for any content you view. Content categories, tags, types, genres, and descriptions are provided by users, and the Company does not guarantee their accuracy.

Child Pornography Prohibited: The Company prohibits pornographic content involving minors. The Company only allows visual media of consenting adults for consenting adults on the Website. If you see any visual media, real or simulated, depicting minors engaged in sexual activity within the Website, please report this to the Company promptly at [email protected]. Please include with your report all appropriate evidence, including the date and time of identification. The Company will promptly investigate all reports and take appropriate action. The Company fully cooperates with any law-enforcement agency investigating child pornography.

1. Introduction

1.1 The Website allows users to view, download, upload, share, and discuss user generated pornographic content, including sexually explicit images and videos. To use the Website’s interactive features, including uploading and discussing content, you have to register with the Website through the Website’s free online registration process.

1.2 This agreement applies to all users of the Website, whether you are a “visitor” or a “registered user.” By clicking on the “I Agree” button on the Warning Page, checking the appropriate box during registration, registering for an account, uploading content, or accessing any part of the Website, you agree to this agreement. If you do not want to agree to this agreement, you must leave the Website. If you breach any part of this agreement, the Company may revoke your license to access the Website, block your IP address, and cancel your account (if you have one).

1.3 The Company is not liable for anything that you post or say while you are on the Website. The Company does not monitor the content of the Website, but if the Company does see, or someone tells the Company that you have posted, something that the Company finds inappropriate, the Company will remove it. If you post content that belongs to someone else and they get annoyed (or even call in their lawyers), the Company is not in the firing line. You have to take responsibility for what you post.

1.4 The Company may change this agreement on one or more occasions by updating this page. The top of this page will tell you when the Company last updated this agreement. Changes will take effect on the “last updated” date stated on the top of this page. Changes will not operate retroactively. The Company will try to notify you when it changes this agreement if it can do so in a reasonable manner. But you should frequently check this page to make sure that you are operating under the most current version of this agreement. The Company will consider your continued use of the Website after it posts the changes as your acceptance of the changes even if you do not read them. If you do not agree to the changes, your sole remedy is to stop accessing the Website.

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

2. Adult-Oriented Content and Affirmative Representations

2.1 The Website contains uncensored sexually explicit material unsuitable for minors. Only adults (1) who are at least 18-years old and (2) who have reached the age of majority where they live may access the Website. If you do not meet these age requirements, you must not access the Website and must leave now.

2.2 By accessing the Website, you state that the following facts are accurate:

(a) You (1) are at least 18-years old, (2) have reached the age of majority where you live, and (3) have the legal capacity to enter into this agreement;

(b) All information you provided to the Company is accurate, and you will promptly update this information when necessary to make sure that it remains accurate;

(c) You are aware of the adult nature of the content available on the Website, and you are not offended by visual images, verbal descriptions, and audio sounds of a sexually oriented nature, which may include graphic visual depictions and descriptions of nudity and sexual activity;

(d) You are familiar with your community’s laws affecting your right to access adult-oriented materials, including sexually explicit material depicting bondage, S/M, and other fetish activities;

(e) You have the legal right to access adult-oriented materials, including sexually explicit material depicting bondage, S/M, and other fetish activities, and the Company has legal right to transmit them to you;

(f) You are voluntarily requesting adult-oriented materials for your own private enjoyment;

(g) You are not accessing the Website from a place, country, or location in which doing so would, or could be considered a violation of any law;

(h) You will not share these materials with a minor or otherwise make them available to a minor; and

(i) By accessing the Website, you will have released and discharged the providers, owners, and creators of the Website from all liability that might arise.

3. Your Account

3.1 Account Creation

To access some of the Website’s features, you must create an account. Registration is free and for a single user only. To register, you must complete the registration process by providing the Company with accurate information as prompted by the registration form. You also must choose a password and a username.

3.2 Responsibility for Account

You are responsible for maintaining the confidentiality of your password and account. Further, you are responsible for all activities that occur under your account. You will promptly notify the Company of any unauthorized use of your account or any other breach of security.

3.3 Liability for Account Misuse

The Company will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You could be held liable for losses incurred by the Company or another party due to someone else using your account or password.

3.4 Use of Other Accounts

You must not use anyone else’s account at any time.

3.5 Account Security

The Company cares about the integrity and security of your personal information. But the Company cannot guarantee that unauthorized third parties will never be able to defeat the Website’s security measures or use any personal information you provide to the Company for improper purposes. You acknowledge that you provide your personal information at your own risk.

3.6 Communication Preferences

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

4. Intellectual-Property Rights

4.1 The Website and its entire contents, features, and functionality (including all information, software, text, displays, images, videos, and audio, and the design, selection, and arrangement of it) are owned by the Company, its licensors, or other providers of that material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

4.2 The Company hereby grants you a limited license to use the Website for your personal, noncommercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Company’s Website, except as follows:

(a) Your computer may temporarily store copies of those materials in RAM incidental to your accessing and viewing those materials.

(b) You may store files that are automatically cached by your Web browser for display enhancement purposes.

(c) You may print or download one copy of a reasonable number of pages of the Website for your own personal, noncommercial use and not for further reproduction, publication, or distribution.

(d) If the Company provides desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, noncommercial use, on condition that you agree to be bound by the Company’s end user license agreement for those applications.

4.3 You must not:

(a) Modify copies of any materials from this Website.

(b) Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.

(c) Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Website.

4.4 You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

4.5 If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of this agreement, your right to use the Website will stop immediately and you must, at the Company’s option, return or destroy any copies of the materials you have made. No interest in or to the Website or any content on the Website is transferred to you, and the Company reserves all rights not expressly granted. Any use of the Website not expressly permitted by this agreement is a breach of this agreement and may violate copyright, trademark, and other laws.

5. Trademarks

The Company name, the terms IFreeChat.com and IFC, the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use those marks without the Company’s prior written permission. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

6. Prohibited Uses

6.1 You may use the Website only for lawful purposes and in accordance with this agreement. You must not use the Website:

(a) In any way that violates any applicable federal, state, local, or international law or regulation (including any laws regarding prostitution, human-sex trafficking, or the export of data or software to and from the US or other countries).

(b) For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

(c) To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards stated in this agreement.

(d) To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

(e) To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including by using email addresses or usernames associated with any of the foregoing).

(f) To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by the Company, may harm the Company or the Website users or expose them to liability.

6.2 Additionally, you must not:

(a) Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.

(b) Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.

(c) Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without the Company’s prior written consent.

(d) Use any device, software, or routine that interferes with the proper working of the Website.

(e) Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

(f) Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the sever on which the Website is stored, or any server, computer, or database connected to the Website.

(g) Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.

(h) Otherwise attempt to interfere with the proper working of the Website.

7. User Contributions

7.1 The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (“post”) content or materials (collectively, “User Contributions”) on or through the Website.

7.2 All User Contributions must comply with the Content Standards set out in this agreement.

7.3 The Company will consider any User Contribution you post to the Website nonconfidential and nonproprietary. By providing any User Contribution on the Website, you hereby grant the Company and its affiliates and service providers, and each of their and the Company’s respective licensees, successors, and assigns a worldwide, nonexclusive, sublicensable, transferable license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

7.4 You state that the following facts are accurate:

(a) You own or control all rights in and to the User Contributions and have the right to grant the license granted above to the Company and its affiliates and service providers, and each of their and the Company’s respective licensees, successors, and assigns;

(b) Your User Contributions do not depict any person under 18-years old;

(c) You have inspected and are keeping written documentation sufficient to confirm that all subjects of your User Contributions are in fact 18-years old or older as required by 18 U.S.C. §§ 2257–2257A and the regulations codified at 28 C.F.R. Part 75;

(d) You have a signed written consent or release for each identifiable person in your User Contributions to use their name or likeness to allow inclusion and use of the User Contributions in the way contemplated by this agreement; and

(e) All your User Contributions do and will comply with this agreement.

7.5 You acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for that content, including its legality, reliability, accuracy, and appropriateness.

7.6 The Company is not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other Website user.

8. Monitoring and Enforcement; Termination

8.1 The Company may:

(a) Remove or refuse to post any User Contributions for any or no reason in its sole discretion.

(b) Take any action with respect to any User Contribution that the Company considers necessary or appropriate in its sole discretion, including if the Company believes that that User Contribution violates this agreement, including the Content Standards, infringes any intellectual-property right or other right of any person or entity, threatens the personal safety of Website users or the public, or could create liability for the Company.

(c) Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual-property rights or their right to privacy.

(d) Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Website.

(e) Terminate or suspend your access to all or part of the Website for any reason or no reason, including any violation of this agreement.

8.2 The Company will cooperate fully with any law enforcement authorities or court order requesting or directing the Company to disclose the identity or other information of anyone posting any materials on or through the Website. You waive and hold harmless the Company and its affiliates, licensees, and service providers from any claims resulting from any action taken by any of the foregoing parties during, or taken as a consequence of, investigations by either those parties or law enforcement authorities.

8.3 The Company cannot and does not undertake to review all material before it is posted on the Website and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, the Company assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. The Company has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section 8.

9. Content Standards

9.1 These content standards apply to all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. User Contributions must not:

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

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

(c) Depict or portray incest, rape or nonconsensual sex, extreme violence, torture, nonconsensual pain, blood, cutting, erotic asphyxiation, torture, necrophilia, sadomasochistic abuse or bondage, genital mutilation, bestiality, urination, defecation, enema play, vomiting, or menstrual bleeding.

(d) Promote child pornography or depict nudity or sexuality by an age-inappropriate-looking individual (i.e., someone who looks younger than 18-years old, regardless of their actual age, including an individual who is portrayed or otherwise made to appear as a person under 18-years old by virtue of the script, make-up, demeanor, costuming, settings, or props).

(e) Promote involuntary or revenge pornography, including photographs, videos, or digital images of a person in a state of nudity or engaged in any act of sexual conduct, taken or posted without that person’s permission.

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

(g) Be watermarked with another website’s or entity’s name or URL.

(h) Be taken from adult magazines, professional porn movies, or pay sites (not even their free samples).

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

(j) Be likely to deceive any person.

(k) Promote any illegal activity, or advocate, promote, or assist any unlawful act, including promoting or advertising prostitution or escort services.

(l) Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

(m) Impersonate any person or misrepresent your identity or affiliation with any person or organization.

(n) Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.

(o) Give the impression that they emanate from or are endorsed by the Company or any other person, if this is not the case.

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

9.2 In addition, while using the Interactive Services, you must not

(a) Solicit funds.

(b) Stalk, harass, or otherwise advocate the stalking or harassing of another person.

(c) Discuss sexual feelings directed toward children, the exploitation of children, age-play, rape, incest, or bestiality.

(d) Solicit or discuss—directly or indirectly—prostitution or the exchange of sex for money or any other form of consideration.

(e) Request or disclose private or personal information of any person.

(f) Engage in antisocial, disruptive, or destructive behavior, including “bombing,” “flaming,” “spamming,” “flooding,” “trolling,” and “griefing” as those terms are commonly understood and used on the Internet.

(g) Disobey any policy or regulations including any code of conduct or other guidelines, established on one or more occasions regarding use of the Website or any forum or chatroom.

(h) Post hyperlinks to other websites that contain content that violates this agreement.

10. Copyright Infringement

If you believe that any User Contributions violate your copyright, please see the Company’s Copyright Policy for instructions on sending the Company a notice of copyright infringement. It is the Company’s policy in appropriate circumstances to terminate the user accounts of repeat infringers in accordance with the Company’s “repeat infringer” policy.

11. Reliance on Information Posted

11.1 The information presented on or through the Website is made available solely for general information purposes. The Company does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on that information is strictly at your own risk. The Company disclaims all liability and responsibility arising from any reliance placed on those materials by you or any other visitor to the Website or by anyone who may be informed of any of its contents.

11.2 The Website includes content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, or reporting services. All statements or opinions expressed in these materials and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the Company’s opinion. The Company is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

11.3 The Company does not control or endorse the content, messages, or information found in any User Contribution or Interactive Service, and the Company will not be liable for the Interactive Services and any actions resulting from your participation in any Interactive Service. Administrators, moderators, and hosts are not authorized Company spokespersons, and their views do not necessarily reflect those of the Company.

12. Third-Party Conduct and Risk of Harm

By using the Website, you may be exposed to content that is offensive, indecent, or objectionable. Additionally, by using the Website, you acknowledge that there are risks inherent in using Internet chat services such as third parties impersonating someone they are not or third parties requesting personally identifiable information (e.g., name, address, phone number, or email address). If you post personally identifiable information, third parties may attempt to contact, solicit, or harm you. By using the Website, you acknowledge that posting personally identifiable information is done at your own risk. In addition, you assume all risks associated with dealing with other users with whom you come in contact through the Website. The Company expects that you will use caution and common sense when using the Website.

13. Changes to the Website; Availability

13.1 The Company may update the content on this Website on one or more occasions, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and the Company is not required to update that material.

13.2 While the Company will try to make sure that the Website is always available, it does not guarantee continuous, uninterrupted, or secure access to the Website. Many factors or circumstances outside of the Company’s control may interfere with or adversely affect its operation of the Website.

14. Privacy

For information about how the Company collects, uses, and shares your information, please review the Privacy Policy. You acknowledge that by using the Website, you consent to the collection, use, and sharing (as stated in the Privacy Policy) of that information (including the transfer of this information to the United States or other countries for the Company’s storage, processing, and use).

15. Links

The Website may contain links to third-party websites or resources. You acknowledge that the Company is not responsible or liable for (1) the availability or accuracy of those websites or resources; or (2) the content, products, or services on or available from those websites or resources. Links to third-party websites or resources do not imply any endorsement by the Company of those websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.

16. Geographic Restrictions

The owner of the Website is based in the state of Florida in the United States. The Company provides this Website for use only by persons located in the United States. The Company makes no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website might not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

17. Warranty Disclaimers

17.1 You acknowledge that the Company cannot and does not state that files available for downloading from the Internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for antivirus protection and accuracy of data input and output, and for maintaining a means external to the Website for any reconstruction of any lost data. The Company will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Website or any services or items obtained through the Website or to your downloading of any material posted on it, or on any website linked to it.

17.2 Your use of the Website, its content, and any services or items obtained through the Website is at your own risk. The Company provides the Website, its content, and any services or items obtained through the Website “as is” and “as available,” without making any warranty, either express or implied. Neither the Company nor any person associated with the Company is making any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the Website. Neither the Company nor anyone associated with the Company represents or warrants that the Website, its content, or any services or items obtained through the Website will be accurate, reliable, error-free, or uninterrupted; that defects will be corrected; that the Website or the service that makes it available are free of viruses or other harmful components; or that the Website or any services or items obtained through the Website will otherwise meet your needs or expectations.

17.3 The Company is not making any warranty, whether express, implied, statutory, or otherwise, including any warranty of merchantability, noninfringement, and fitness for particular purpose. No advice or information, whether oral or written, obtained from the Company, the Website, or elsewhere will create any warranty not expressly stated in this agreement.

17.4 The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.

18. Limitation on Liability

18.1 To the fullest extent provided by law, in no event will the Company, its affiliates, or their licensors, service providers, employees, agents, officers, or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Website, any websites linked to it, any content on the Website, or those other websites, including any direct, indirect, special, incidental, consequential, or punitive damages, including personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, or otherwise, even if foreseeable.

18.2 The foregoing does not affect any liability that cannot be excluded or limited under applicable law.

19. Indemnification

19.1 In General

You will pay the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns for any loss of theirs that is caused by your violation of this agreement or your use of the Website, including your User Contributions, any use of the Website’s content, services, and products other than as expressly authorized in this agreement or your use of any information obtained from the Website. But you are not required to pay if the loss was caused by the Company’s intentional misconduct.

19.2 Definitions

(a) “Loss” means an amount that any indemnified party is legally responsible for or pay in any form. Amounts include, for example, a judgment, a settlement, a fine, damages, injunctive relief, staff compensation, a decrease in property value, and expenses for defending against a claim for a loss (including fees for legal counsel, expert witnesses, and other advisers). A loss can be tangible or intangible; can arise from bodily injury, property damage, or other causes; can be based on tort, breach of contract, or any other theory of recovery; and includes incidental, direct, and consequential damages.

(b) A loss is “caused by” an event if the loss would not have happened without the event, even if the event is not a proximate cause of the loss.

19.3 Duty to Notify You

Any indemnified party seeking indemnification will notify you before the 30th day after that party knew or should reasonably have known of a claim for a loss that you might be obligated to pay. But the indemnified party’s failure to timely notify you does not end your obligation, except if that failure prejudices your ability to defend a claim or mitigate losses.

19.4 Legal Defense of a Claim

The indemnified party has control over defending a claim for a loss (including settling it), unless that party directs you to control the defense. If the indemnified party directs you to control the defense, you will not settle any litigation without that party’s written consent if the settlement (1) imposes a penalty or limitation on that party, (2) admits that party’s fault, or (3) does not fully release that party from liability. The parties will cooperate with each other in good faith on a claim.

19.5 No Exclusivity

The indemnified party’s rights under this section 19 do not affect other rights that party might have.

20. Governing Law and Jurisdiction

20.1 Florida law governs all matters relating to the Website and this agreement and any dispute or claiming arising from or related to the Website and this agreement. Florida law applies without giving effect to any choice or conflict of law provision or rule (whether of the state of Florida or any other jurisdiction).

20.2 Except as provided in section 21, the parties will institute any legal suit, action, or proceeding arising out of, or related to, this agreement or the Website exclusively in the federal courts of the United States or the courts of the state of Florida in each case located in Tampa, Hillsborough County, Florida, although the Company retains the right to bring any suit, action, or proceeding against you for breach of this agreement in your country of residence or any other relevant country. You waive all objections to the exercise of jurisdiction over you by those courts and to venue in those courts.

21. Arbitration

Either party may submit any dispute arising from this agreement or the Website, including disputes arising from or concerning this agreement’s interpretation, violation, invalidity, nonperformance, or termination to final and binding arbitration. The arbitration will be conducted by Arbitration Resolution Services, Inc. (ARS), and the parties will be bound by all ARS rules and any award/decision rendered. ARS rules can be found at www.arbresolutions.com. Any decision or award as a result of any such arbitration proceeding will be in writing and will provide an explanation for all decisions. Any such arbitration will be conducted by a single arbitrator experienced in the Internet and will include a written record of the arbitration hearing. The arbitrator may grant whatever relief that would be available in a court at law or in equity, except that the arbitrator must not award punitive or exemplary damages, or damages otherwise limited or excluded in this agreement. Each party will be responsible for paying any filing, administrative, and arbitrator fees associated with the arbitration. The arbitrator’s award will include costs of arbitration, reasonable legal fees, and reasonable costs for expert and other witnesses. An award of arbitration may be confirmed in a court of competent jurisdiction.

22. Attorneys’ Fees

In any proceedings between the parties arising out of this agreement or relating to the subject matter of this agreement, the prevailing party will be entitled to recover from the other party, besides any other relief awarded, all expenses that the prevailing party incurs in those proceedings, including legal fees and expenses. For purposes of section 22, “prevailing party” means, for any proceeding, the party in whose favor an award is rendered, except that if in those proceedings the award finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or more other claims or counterclaims, neither party will be the prevailing party. If any proceedings are voluntarily dismissed or are dismissed as part of settlement of that dispute, neither party will be the prevailing party in those proceedings.

23. Jury Trial Waiver

Both parties hereby waive the right to a trial by jury for any dispute arising out of or relating to the Website or this agreement. Either party may enforce this waiver up to and including the first day of trial.

24. Class Action Waiver

All claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless the Company agrees otherwise, the arbitrator will not consolidate more than one person’s claims. Both parties acknowledge that each party is waiving the right to participate in a class action.

25. Limitation on Time to Bring Claims

A party will not file a claim arising out of or relating to this agreement or the Website more than one year after the cause of action arose. Any claim brought after one year is barred.

26. General

26.1 Entire Agreement

This agreement and the Chat Room Rules constitutes the entire agreement between you and the Company about your access to and use of the Website. It supersedes all earlier or contemporaneous agreements between you and the Company about access to and use of the Website. A printed version of this agreement will be admissible in any proceedings arising out of (or relating to) this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and kept in printed form. Any additional rules or terms on the Website will govern the items to which they pertain.

26.2 Changes

The Company may change this agreement on one or more occasions. The Company will try to post changes on the Website at least 15 days before they become effective. Changes will become effective on the “last updated” date stated at the top of this page. Changes will not apply to continuing disputes or to disputes arising out of (or relating to) events happening before the posted changes. While the Company will try to notify you when the Company changes this agreement, the Company does not assume an obligation to do so, and it is your responsibility to frequently check this page to review the most current agreement. By continuing to use the Website after the Company posts changes to this agreement, you agree to the revised agreement. If you do not agree to the revised agreement, your exclusive remedy is to stop accessing the Website. If you need more information about the changes or have any other questions or comments about the changes, please contact the Company at [email protected].

26.3 Assignment and Delegation

The Company may assign its rights or delegate any performance under this agreement without your consent. You will not assign your rights or delegate your performance under this agreement without the Company’s advanced written consent. Any attempted assignment of rights or delegation of performance in breach of this section 26.3 is void.

26.4 Waivers

The parties may waive a provision in this agreement only by a writing signed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition, under this agreement, and no act, omission, or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy, or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other person.

26.5 Severability

The parties intend as follows:

(a) that if any provision of this agreement is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded;

(b) that if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, the entire agreement will be held unenforceable;

(c) that if an unenforceable provision is modified or disregarded in accordance with this section 26.5, then the rest of the agreement will remain in effect as written; and

(d) that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.

26.6 Notices

(a) Sending Notice to the Company

You may send notice to the Company by email at [email protected] unless a specific email address is set out for giving notice. The Company will consider an email notice received by the Company only when its server sends a return message to you acknowledging receipt. The Company may change its contact information on one or more occasions by posting the change on the Website. Please check the Website for the most current information for sending notice to the Company.

(b) Sending Notice to You—Electronic Notice

You consent to receiving any notice from the Company in electronic form either (1) by email to the last known email address the Company has for you or (2) by posting the notice on a place on the Website chosen for this purpose. The Company will consider notices sent to you by email received when its email service shows transmission to your email address. You state that any email address you gave the Company for contacting you is a current and valid email address for receiving notice, and that your computer has hardware and software configured to send and receive email through the Internet and to print any email you receive.

26.7 Force Majeure

The Company is not responsible for any failure to perform if unforeseen circumstances or causes beyond its reasonable control delays or continues to delay its performance, including:

(a) Acts of God, including fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters;

(b) War, riot, arson, embargoes, acts of civil or military authority, or terrorism;

(d) Strikes, or shortages in transportation, facilities, fuel, energy, labor, or materials;

(e) Failure of the telecommunications or information services infrastructure; and

(f) Hacking, SPAM, or any failure of a computer, server, network, or software.

26.8 No Third-Party Beneficiaries

This agreement does not, and the parties do not intend it to, confer any rights or remedies on any person other than the parties to this agreement.

26.9 Relationship of the Parties

This agreement does not, and the parties do not intend it to, create a partnership, joint venture, agency, franchise, or employment relationship between the parties and the parties expressly disclaim the existence of any of these relationships between them. Neither of the parties is the agent for the other, and neither party has the right to bind the other on any agreement with a third party.

26.10 Successors and Assigns

This agreement inures to the benefit of, and are binding on, the parties and their respective successors and assigns. This section 26.10 does not address, directly or indirectly, whether a party may assign rights or delegate obligations under this agreement. Section 26.3 addresses these matters.

26.11 Electronic Communications Not Private

The Company does not provide facilities for sending or receiving confidential electronic communications. You should consider all messages sent to the Company or from the Company as open communications readily accessible to the public. You should not use the Website to send or receive messages you only intend the sender and named recipients to read. Users or operators of the Website may read all messages you send to the Website regardless of whether they are intended recipients.

26.12 Electronic Signatures

Any affirmation, assent, or agreement you send through the Website will bind you. You acknowledge that when you click on an “I agree,” “I consent,” or other similarly worded “button” or entry field with your finger, mouse, keystroke, or other device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.

26.13 Consumer Rights Information—California Residents Only

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

Stelivo LLC
3030 N. Rocky Point Drive W.
Suite

Users who want to gain access to any password-restricted area of the Website must register. The Company does not charge consumers for registering. You may contact the Company at [email protected] to resolve any disputes or to receive further information about the Website.

26.14 Complaints—California Residents Only

You may contact in writing the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs at 1020 North Street, #501, Sacramento, California 95814, or by telephone at +1 (916) 445-1254.

26.15 Feedback

The Company encourage you to provide feedback about the Website. But the Company will not treat as confidential any suggestion or idea provided by you, and nothing in this agreement will restrict its right to use, profit from, disclose, publish, or otherwise exploit any feedback, without payment to you.

26.16 Your Comments and Concerns

You should direct all feedback, comments, requests for technical support, and other communications relating to the Website to [email protected].