1. Scope of Agreement. You agree to the terms and conditions outlined in the Agreement with respect to your use of the Site including, but not limited to, your submission of an application to become a Member and/or your use of the AdultCentro™ Market and/or AdultCentro™ Services. The Agreement constitutes the entire and only agreement between you and AdultCentro™ with respect to your registration for Membership, use of the Site, AdultCentro™ Market and/or AdultCentro™ Services and supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings with respect to your registration for Membership, use of the AdultCentro Services, use of the Site, the content contained therein and/or other information provided by or through the Site and/or AdultCentro Services.
2. Modification of Agreement. We may amend the Agreement from time to time in our sole discretion, without specific notice to you; provided, however, that: (a) any amendment or modification to the arbitration provisions, prohibition on class action provisions or any other provisions applicable to dispute resolution (collectively, "Dispute Resolution Provisions") shall not apply to any disputes incurred prior to the applicable amendment or modification; and (b) any amendment or modification to pricing and/or billing provisions ("Payment Terms") shall not apply to any charges incurred prior to the applicable amendment or modification. The latest Agreement will be posted on the Site, and you should review the Agreement prior to using the Site, AdultCentro™ Market and/or AdultCentro™ Services. By your continued use of the Site, AdultCentro™ Market and/or AdultCentro™ Services, you hereby agree to comply with, and be bound by, all of the terms and conditions contained within the Agreement effective at that time (other than with respect to disputes arising prior to the amendment or modification of the Dispute Resolution Provisions, or charges incurred prior to the amendment or modification of the Payment Terms, which shall be governed by the Dispute Resolution Provisions and/or Payment Terms then in effect at the time of the subject dispute or incurred charges, as applicable). Therefore, you should regularly check this page for any updates and/or changes. Unless explicitly stated otherwise, any future offer(s) or product(s) made available to you on the Site that augment(s) or otherwise enhance(s) the current features of the Site, AdultCentro™ Market and/or AdultCentro™ Services shall be subject to the Agreement. You understand and agree that AdultCentro™ is not responsible or liable in any manner whatsoever for your inability to use the Site, AdultCentro™ Market and/or AdultCentro™ Services, and/or for your inability to become a Member.
3. Requirements. The Site, AdultCentro™ Market and/or AdultCentro™ Services are available only to individuals that: (a) are at least eighteen (18) years of age; (b) can enter into legally binding contracts under applicable law; and (c) are acting in their capacity as authorized representatives of legal business entities or legal partnerships (each, an "Entity"). Registration of Entities must be completed by a duly authorized representative.
4. Application Process/Account. In order to gain access to the AdultCentro™ Market, AdultCentro™ Services and/or become a Member, you must be an Entity that complies with the requirements set forth herein, and first submit the applicable registration form located on the Site ("Application") to AdultCentro™ for review and initial approval. AdultCentro™ reserves the right, in its sole discretion, to deny the Application and/or Membership of any Entity at any time and for any reason, whatsoever. The information that you must supply on the Site in order to complete an Application may include, without limitation, your: (a) full name; (b) e-mail address; (c) role with the applicable Entity; as well as the applicable Entity’s: (d) legal name; (e) business structure; (f) primary business activity; (g) mailing address; (h) telephone number; (i) fax number; (j) general e-mail address; (k) website address; and/or (l) any other information requested by AdultCentro™ on the Application (collectively, "Registration Data"). You agree to provide true, accurate, current and complete Registration Data, as necessary, in order to maintain it in up to date and accurate fashion. AdultCentro™ will verify and approve all Applications in accordance with its standard verification procedures.
If AdultCentro™ approves your Application, AdultCentro™ will set up your specific account ("Account") and send a confirmation e-mail to the e-mail address that you provided at the time of registration. The confirmation e-mail will contain the following information: (i) your user name; and (ii) your password. You can access your Account at the Site using your user name and password, and then change your password and user name at your discretion. You are responsible for maintaining the confidentiality of your Account, user name and password and for restricting access to your computer. You agree to accept responsibility for all activities that occur through use of your Account, user name and password including, without limitation, any and all charges incurred through use of same.
5. Rejection/Termination. AdultCentro™ may reject your Application and/or terminate your Membership at any time and for any reason, in our sole discretion. Such reasons may include, without limitation: (a) where AdultCentro™ believes that you are in any way in breach of the Agreement; and/or (b) where AdultCentro™ believes that you are, at any time, conducting any unauthorized commercial activity by and through your Account.
6. Description of AdultCentro™ Market and AdultCentro™ Services.
(i) Upon Account activation, Members can access the AdultCentro™ Market and, in their capacity as Licensors, make licenses to certain audio-visual offerings (collectively, "Productions") available to other Members, in their capacity as Licensees. Licensors must place each Production offered via the AdultCentro™ Market in the appropriate category as designated on the Site and must describe the content of the Production and terms of license accurately in the associated Production description uploaded to the Site ("Production Description" and together with the Productions, the "Licensor Content"). Without limiting the foregoing, all properties and characteristics that would be useful to Licensees in making purchase decisions including, but not limited to, cost, duration of license and any possible deficiencies that may reduce the value of the license to the Productions on offer, must be truthfully and expressly identified in the Production Descriptions.
(ii) Licensors shall have access to the AdultCentro™ Market Standard License Agreement ("Standard License Agreement") that may be used to govern the licensing of its Productions to Licensees. In the alternative, where Licensor submits its own licensing agreement ("Licensor License Agreement") to AdultCentro™ in advance, and receives AdultCentro’s™ prior written approval, Licensor may use the applicable Licensor License Agreement to govern the licensing of its Productions to Licensees.
(iii) Licensor represents and warrants that it has all right, title and interest in and to its Productions as necessary to grant licenses to Licensees, and AdultCentro™, as contemplated hereunder. Without limiting the foregoing, Licensor must ensure that it is legally authorized under applicable intellectual property laws to license each Production made available by and through the AdultCentro™ Market, and that it is lawful to license such Production to US residents or (if the Licensee is an overseas resident/Entity) that it is lawful to license and export such item to the applicable Licensee. Licensor further represents and warrants that, with respect to all Productions uploaded by Licensor to the AdultCentro™ Market, whether of actual sexually explicit conduct, non-sexually explicit conduct, simulated sexual content or otherwise, all models, actors, actresses, members and other persons in such visual or audio depictions were at least eighteen (18) years of age when said visual or audio depictions were created. Licensor must include a conspicuous notice within all Productions which identifies the legal name of the "Records Custodian," as defined in Title 18, U.S.C. § 2257 ("Section 2257"), for the Productions, and which describes the street address of the physical location where the records relating to the required age of performers and depictions associated with the Productions may be inspected as required under applicable law and regulation. Licensor may not remove the Section 2257 notice at any time during the term of the Agreement. Without limiting the foregoing, Licensor agrees to use the Site, AdultCentro™ Market and AdultCentro™ Services in a manner consistent with any and all applicable laws and regulations including, but not limited to, Section 2257.
(iv) Licensor may remove any Productions from the AdultCentro™ Market and/or Site at any time and for any reason, in Licensor’s sole discretion. AdultCentro™ may remove any Licensor Content from the AdultCentro™ Market and/or Site at any time and for any reason, in AdultCentro™’s sole discretion
(v) Licensees that license Productions through the AdultCentro™ Market shall not be deemed to be the customers of AdultCentro™. AdultCentro™ has no liability or responsibility to review, endorse, police or enforce any such Licensor-Licensee relationship(s). AdultCentro™ shall have no obligation to resolve any dispute between Licensee and Licensor, or any other third party. Licensors are solely responsible for their interactions with other Site-users and individuals including, but not limited to, Licensees. Because we are not involved in Site-user interactions, in the event that Licensor has a dispute with one or more Site-users, Members and/or other third-parties, Licensor hereby releases AdultCentro™ and its officers, directors, members, agents, subsidiaries and employees, from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, such disputes.
(vi) In connection with the Licensor Content, and Licensor’s performance under the Agreement, Licensor agrees not to: (A) display any Licensor Content that could be considered unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable including, but not limited to, Licensor Content that violates Section 2257; (B) display any Licensor Content that infringes upon the trademark, trade name, service mark, copyright, license, or other intellectual property or proprietary right of any third party; (C) display any telephone numbers, street addresses, last names, URLs, e-mail addresses or any confidential information of any third person; (D) display any images containing confidential information without prior authorization; (E) display any Licensor Content that includes, or that is made to resemble, sexual activity involving minors, bestiality, urine/scatological/excrement-related content, bondage, violence, rape, sexual assault and any illegal behavior or behavior that may be deemed obscene in its community, as defined under applicable law; (F) express or imply that any statements it makes are endorsed by AdultCentro™, without our specific prior written consent; (G) post, offer for download, e-mail 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; (H) post, offer for download, transmit, promote or otherwise make available any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. "spamware"), services that send unsolicited advertisements, programs designed to initiate "denial of service" attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet; and/or (I) display any Licensor Content that could be considered exploitative of children in any way, whatsoever. Engaging in any of the aforementioned prohibited practices shall be deemed a breach of the Agreement and may result in the immediate termination of Licensor’s Account and access to the AdultCentro™ Market and/or AdultCentro™ Services without notice, in the sole discretion of AdultCentro™. AdultCentro™ reserves the right to pursue any and all legal remedies against Licensors that engage in the aforementioned prohibited conduct. Without limiting the foregoing, AdultCentro™ reserves the right to report any Licensor Content that could be considered exploitative of children in any way, whatsoever, to the National Center for Missing and Exploited Children’s CyberTipline and any and all other applicable legal and regulatory bodies.
(vii) Licensors grant to AdultCentro™ a royalty free, worldwide license ("Licensor License") to: (A) display on, and distribute through, the AdultCentro™ Market and Site and in related marketing material produced and distributed by AdultCentro™, the Productions, Licensor Content and any other information posted in the AdultCentro™ Market or otherwise on the Site by Licensor; (B) offer the Productions for license by and through the AdultCentro™ Market; and (C) any and all associated trademarks, service marks, trade names and/or copyrighted material ("Intellectual Property Content") that they provide to AdultCentro™, for the purposes of promoting the Productions subject to the terms and conditions of this Agreement. The Licensor License shall last for the duration of this Agreement.
You understand and agree that AdultCentro™ is not responsible or liable in any manner whatsoever for you inability to register as a Licensor. You understand and agree that AdultCentro™ is not responsible or liable in any manner whatsoever for your inability to use the AdultCentro Services and/or AdultCentro™ Market, or for any dispute between you and any Licensee. AdultCentro™ shall not be liable to any Licensor or any third party for any claim in connection with any of the Productions licensed by any Licensee.
(i) Upon Account activation, Members can access the AdultCentro™ Market and, in their capacity as Licensees, obtain licenses to Productions made available by other Members, in their capacity as Licensors. The terms and conditions associated with the license of a given Production including, but not limited to, cost, duration of license and any possible deficiencies that may reduce the value of the license to the Productions on offer, shall be identified by Licensor in the applicable Production Description. Licensee agrees to comply with all of the terms and conditions contained in the Standard License Agreement or Licensor License Agreement, as applicable, associated with each Production that it licenses by and through the AdultCentro™ Market.
(ii) Please be advised that the Productions are posted and made available by the applicable Licensors and not AdultCentro™. The Licensors are solely responsible for the content, accuracy, completeness, appropriateness and/or validity of the Productions, and the legality associated with their collection and dissemination to Licensees. AdultCentro™ does not represent or warrant that the Productions, Licensor Content and/or other information made available by and through the AdultCentro™ Market and/or Site is accurate, complete or appropriate, or that such Productions were produced, purchased, licensed or otherwise obtained in compliance with applicable laws, rules and/or regulations including, without limitation, Section 2257. Licensees understand and agree that AdultCentro™ will not be responsible for, and AdultCentro™ undertakes no responsibility to monitor or otherwise police, such Productions and/or related information. Licensees agree that AdultCentro™ shall have no obligation and incur no liability to Licensees in connection with any such Productions and/or other information appearing on the Site or otherwise by and through the AdultCentro™ Market. Licensees should use caution, common sense and safety when purchasing and using the Productions, the AdultCentro™ Market, AdultCentro™ Services, as well as when utilizing other areas of the Site.
(iii) Licensees are solely responsible for their interactions with other Site-users and individuals including, but not limited to, Licensors. Because we are not involved in Site-user interactions, in the event that you have a dispute with one or more Site-users, Members and/or other third-parties, you hereby release AdultCentro™ and its officers, directors, members, agents, subsidiaries and employees, from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, such disputes.
You understand and agree that AdultCentro™ is not responsible or liable in any manner whatsoever for you inability to register as a Licensee. You understand and agree that AdultCentro™ is not responsible or liable in any manner whatsoever for your inability to use the Productions, AdultCentro Services or AdultCentro™ Market, or for any dispute between you and any Licensor. AdultCentro™ shall not be liable to any Licensee or any third party for any claim in connection with any of the Productions offered by any Licensor.
7. Payment Terms.
(a) Licensee Purchases
(i) The payment terms applicable to Licensees for each Production shall be set forth in the applicable Production Description, as well as in designated areas of the Site. Licensee shall make all payments (both fixed and variable) for the applicable Production(s) that it licenses to AdultCentro™ (the "License Fee"). Where Licensee fails to make any scheduled payment for accrued License Fees, such overdue amounts will be subject to interest charges in the amount of one and one half percent (1.5%) per month, compounded monthly. Licensee’s Account may be deactivated, and access to the AdultCentro™ Market, AdultCentro™ Services and/or Site denied, for non-payment. All License Fees are non-refundable. Any and all License Fee refund requests, and inquires regarding defective Productions, must be directed to the applicable Licensor and not AdultCentro™.
(ii) All charges are payable in United States currency. Licensee may use a credit card, debit card, wire transfer, PayPal® account or other authorized means to submit payment to AdultCentro™. Where Licensee uses a credit or debit card, such amounts will appear on the statement of the credit card or debit card that Licensee used during registration as "Envisionext". Failure to use the Productions does not constitute a basis for refusing to pay any associated charges. In addition, Licensee agrees not to hold AdultCentro™ responsible for any overdraft charges or fees that Licensee might incur in connection with use of the Productions, AdultCentro™ Services and/or participation in the AdultCentro™ Market.
(iii) AdultCentro’s™ authorization to bill for the Productions is obtained by way of Licensee’s electronic signature or, where applicable, via Licensee’s physical signature and/or voice affirmation. Once an electronic signature is submitted, this electronic order constitutes an electronic letter of agency. AdultCentro’s™ reliance upon Licensee’s electronic signature was specifically sanctioned and written into law when the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Transactions Act were enacted in 1999 and 2000, respectively. Both laws specifically preempt all state laws that recognize only paper and handwritten signatures.
(b) Payments to Licensor
(i) AdultCentro™ shall remit to Licensor the License Fees actually collected from Licensees, less applicable Commission Fees and any chargebacks, bad debt and/or refunds. For purposes of this Agreement, the Commission Fees shall be based on a percentage of the License Fee actually collected from Licensees, and shall be set forth in the designated areas of the Site. AdultCentro™ shall have no obligation to make payments to Licensor for License Fees where the applicable License Fees were not submitted by the applicable Licensee(s). AdultCentro™ shall remit payment to Licensor thirty (30) days from the end of the month in which the applicable License Fees are collected by AdultCentro™.
(ii) Licensor shall be responsible for paying any and all applicable sales tax (if any) due to all taxing authorities arising from, or in connection with, licenses of the Productions.
(c) General Terms
(i) Members agree not to circumvent the AdultCentro™ Market and/or AdultCentro’s™ relationship with its other Members. Without limiting the foregoing, during the term of each Member’s Membership ("Membership Term"), and for the twelve (12) month period following termination or expiration of that Membership, each Member agrees not to rent, lease, license, purchase, contract for or otherwise obtain, directly or indirectly, from any Licensor any Production (or any portion thereof) that was displayed on or through the Site and/or AdultCentro™ Market during that Member’s Membership Term. Members agree that monetary damages for its breach, or threatened breach, of this Section 7(c)(i) will not be adequate and that AdultCentro™ shall be entitled to: (A) injunctive relief (including temporary and preliminary relief) without the requirement to post a bond; (B) liquidated damages from the Members in the amount equal to two hundred percent (200%) of the Commission Fees that would have been payable to AdultCentro™ for the license of the Production in violation of this Section 7(c)(i); and/or (C) any and all other remedies available to AdultCentro™ at law or in equity. The Member(s) that violate this Section 7(c)(i) shall be jointly and severally liable for any amounts due to AdultCentro™ pursuant to this Section 7(c)(i).
(ii) Subject to the conditions set forth herein, Members agree to be bound by the Payment Terms of AdultCentro™ in effect at any given time. Upon reasonable prior written notice to Members (with the posting of the changes on the Site sufficing), AdultCentro™ reserves the right to change its Payment Terms whenever necessary, in its sole discretion. Continued use of the Site, AdultCentro™ Market and/or AdultCentro™ Services after the posting of such notice shall constitute consent to any and all such changes; provided, however, that any amendment or modification to the Payment Terms shall not apply to any charges incurred prior to the applicable amendment or modification.
8. Copyright Infringement Notice.
Pursuant to 17 U.S.C. § 512, as amended by Title II of the Digital Millennium Copyright Act, AdultCentro™ reserves the right to terminate the Account of any Member that uses its account privileges to unlawfully transmit copyrighted material without a license, valid defense or fair use privilege to do so. After proper notification by the copyright holder or its agent to AdultCentro™ and later confirmation through court order or an admission by the applicable Member that an Account has been an instrument of unlawful infringement, AdultCentro™ reserves the right to terminate the infringing Member’s Account and access to the Site, AdultCentro™ Market and/or AdultCentro™ Services. AdultCentro™ may also, in its sole discretion, decide to terminate a Member’s Site, AdultCentro™ Market and/or AdultCentro™ Services privileges prior to that time if it has a good faith belief that infringement has occurred. In addition, pursuant to 17 U.S.C. § 512(c), AdultCentro™ has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. AdultCentro™ respects the intellectual property of others, and we ask our Members to do the same. If you believe that your copyright has been infringed through the use of the Site, AdultCentro™ Market and/or AdultCentro™ Services, please contact AdultCentro™ at: firstname.lastname@example.org
9. Cancellation of Membership. You may cancel your Membership at any time if you are not completely satisfied. To cancel your Membership, simply cease using your Account. You shall not receive any refund for amounts previously paid up to the date of cancellation or termination and you remain liable for any and all unpaid charges billed by AdultCentro™. You understand and agree that cancellation of your Membership is your sole right and remedy with respect to any dispute with AdultCentro™. Upon any termination and/or cancellation of your Membership, your license grant, as set forth in Section 10 hereinbelow shall immediately terminate.
10. License Grant. As a user of the Site, you are granted a non-exclusive, non-transferable, revocable and limited license to access and use the Site, AdultCentro™ Services, AdultCentro™ Market and any and all associated content (collectively, "Content"). AdultCentro™may terminate this license at any time for any reason. Unless otherwise expressly authorized by AdultCentro™, as a visitor to the Site, you may only use the Content for your own personal, non-commercial use. Unless otherwise expressly authorized by AdultCentro™ no part of the Content may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use any automated means or form of scraping or data extraction to access, query or otherwise collect Content from the Site except as expressly permitted by AdultCentro™. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Content and/or any portion thereof. You may not create any "derivative works" by altering any aspect of the Content. You may not use the Content in conjunction with any other third-party content. You may not exploit any aspect of the Content for any commercial purposes not expressly permitted by AdultCentro™. You further agree to indemnify and hold harmless AdultCentro™ for your failure to comply with this Section 10. AdultCentro™ reserves any rights not explicitly granted in the Agreement.
11. Proprietary Rights. The Content, organization, graphics, design, compilation, magnetic translation, digital conversion, software, services and other matters related to the Content are protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) rights. The copying, redistribution or publication by you of any part of the Content is strictly prohibited. You do not acquire ownership rights to any Content, document, software, services or other materials viewed at or through the Site, AdultCentro™ Market and/or AdultCentro™ Services. The posting of information or material at the Site or through the AdultCentro™ Market and/or AdultCentro™ Services does not constitute a waiver of any right in or to such information and/or materials.
12. Legal Warning. Any attempt by any individual, whether or not a Member, to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the Site, AdultCentro™ Services and/or AdultCentro™ Market is a violation of criminal and civil law and AdultCentro™ will diligently pursue any and all remedies against any offending individual or entity to the fullest extent permissible by law and in equity.
13. Indemnification. You agree to indemnify and hold AdultCentro™, its parents and subsidiaries, and each of their respective members, officers, directors, employees, agents, co-branders, content licensors and/or other partners, harmless from and against any and all claims, expenses (including reasonable attorneys’ fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third party due to or arising out of: (a) your use of the Site, AdultCentro™ Services, AdultCentro™ Market and/or Productions; (b) your breach of the Agreement; (c) any dispute between you and any Licensee, Licensor or other Member; (d) where acting in your capacity as a Licensor, your provision of the Production(s) and/or the Licensor License Agreement(s); and/or (e) your violation of any rights of another individual and/or entity. The provisions of this Section 13 are for the benefit of AdultCentro™, its parents, subsidiaries and/or affiliates, and each of their respective officers, directors, members, employees, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.
14. Disclaimer of Warranties. THE SITE, AdultCentro™ SERVICES, AdultCentro™ MARKET, STANDARD LICENSE AGREEMENT, PRODUCTIONS, LICENSOR CONTENT AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED ON THE SITE, ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, AdultCentro™ MAKES NO WARRANTY THAT THE SITE, AdultCentro™ SERVICES, AdultCentro™ MARKET, STANDARD LICENSE AGREEMENT, PRODUCTIONS, LICENSOR CONTENT AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED ON THE SITE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED; (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (D) WILL HAVE SECURITY METHODS EMPLOYED THAT WILL BE SUFFICIENT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SITE, OR AGAINST INFRINGEMENT; (E) THAT THE PRODUCTIONS, AS WELL AS ACCESS AND USE OF SAME, WILL BE LAWFUL IN ANY JURISDICTION; AND/OR (F) WILL BE ACCURATE OR RELIABLE. THE SITE, AdultCentro™ SERVICES, AdultCentro™ MARKET, STANDARD LICENSE AGREEMENT, PRODUCTIONS, LICENSOR CONTENT AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED ON THE SITE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. AdultCentro™ WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AdultCentro™ OR OTHERWISE THROUGH OR FROM THE SITE, AdultCentro™ SERVICES AND/OR AdultCentro™ MARKET SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
15. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT AdultCentro™ SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF AdultCentro™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TO USE THE SITE, AdultCentro™ SERVICES, AdultCentro™ MARKET, STANDARD LICENSE AGREEMENT, PRODUCTIONS, LICENSOR CONTENT AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED ON THE SITE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER PRODUCTS PURCHASED OR OBTAINED FROM OR THROUGH THE SITE; (C) THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR REGISTRATION DATA; AND (D) ANY OTHER MATTER RELATING TO THE SITE, AdultCentro™ SERVICES, AdultCentro™ MARKET, STANDARD LICENSE AGREEMENT, PRODUCTIONS, LICENSOR CONTENT AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED ON THE SITE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND ANY AND ALL OTHER CAUSES OF ACTION. YOU HEREBY RELEASE AdultCentro™ FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION, THE MAXIMUM LIABILITY OF AdultCentro™ TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). NO ACTION, REGARDLESS OF FORM, ARISING OUT OF YOUR USE OF THE SITE, AdultCentro™ SERVICES, AdultCentro™ MARKET, STANDARD LICENSE AGREEMENT, PRODUCTIONS, LICENSOR CONTENT AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED ON THE SITE, MAY BE BROUGHT BY YOU OR AdultCentro™ MORE THAN ONE (1) YEAR FOLLOWING THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND AdultCentro™. ACCESS TO THE SITE, AdultCentro™ SERVICES, AdultCentro™ MARKET, STANDARD LICENSE AGREEMENT, PRODUCTIONS, LICENSOR CONTENT AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED ON THE SITE WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND IN SUCH JURISDICTIONS ADULTCENTRO’S™ LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
16. Third Party Websites. The Site contains links to other websites on the Internet that are owned and operated by third parties including, without limitation, Members and third party advertisers. AdultCentro™ does not control the information, products or services available on these third party websites. The inclusion of any link does not imply endorsement by AdultCentro™ of the applicable website or any association with the website’s operators. Because AdultCentro™ has no control over such websites and resources, you agree that AdultCentro™ is not responsible or liable for the availability or the operation of such external websites, for any material located on or available from any such websites or for the protection of your data privacy by third parties. Any dealings with, or participation in promotions offered by, advertisers on the Site, including the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the applicable advertiser or other third party. You further agree that AdultCentro™ shall not be responsible or liable, directly or indirectly, for any loss or damage caused by the use of or reliance on any such material available on or through any such site or any such dealings or promotions.
17. Editing, Deleting and Modification. We reserve the right in our sole discretion to edit and/or delete any documents, information or other content appearing on the Site.
19. Dispute Resolution Provisions. The Agreement shall be treated as though it were executed and performed in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). Should a dispute arise concerning the AdultCentro™ Services, Site, AdultCentro™ Market, Productions, the terms and conditions of the Agreement or the breach of same by any party hereto, the parties agree to submit their dispute for resolution by arbitration before the American Arbitration Association in New York City, in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Nothing herein shall be construed to preclude any party from seeking injunctive relief in order to protect its rights pending an outcome in arbitration. To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against AdultCentro™ and its employees, officers, directors, members, representatives and assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney’s fees and court costs that AdultCentro™ incurs in seeking such relief. This provision preventing you from bringing, joining or participating in class action lawsuits: (a) does not constitute a waiver of any of your rights and remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (b) is an independent agreement.
20. Miscellaneous. To the extent that anything in or associated with the AdultCentro™ Services, Site, AdultCentro™ Market, Standard License Agreement, Licensor License Agreement, Licensor Content or Production Description is in conflict or inconsistent with these Terms and Conditions, these Terms and Conditions shall take precedence. Our failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. The parties do not intend that any agency or partnership relationship be created through operation of the Agreement.
21. Contact Us. If you have any questions about the Agreement, the AdultCentro™ Services, Site and/or AdultCentro™ Market, please feel free to contact us by any methods listed on or contacts page which can be found here.