TERMOS E CONDIÇÕES - CONTRATO DE USUÁRIO XGROOVY
Last Modified: 14 September, 2021 Sites Covered: xgroovy.com
INTRODUCTION – Welcome to Our Site’s User Agreement (hereafter “Agreement” or “Terms and Conditions.”) The provisions of this Agreement will conduct and supervise Your use of Our Site(s) and the Services contained therein. You should take your time and read the Agreement thoroughly. Our Site differs from other websites on the Internet as it contains ads, links posted by independent third parties, over which We have no control and with which there is not necessarily any direct association. We are not involved in any disputes that may develop between Our advertisers and others, and We do not facilitate communication between third parties. Use Your own good judgment when responding to such advertisements, because We are not responsible for any interactions occurring between Our Users and Our advertisers. Federal law protects sites like Ours from civil claims. Before making any decisions, We encourage You to do your own research on any information found in Our advertisements. We really wish that You enjoy Our services, and look forward that You will find Our Site useful and amusing. Please contact Us via email@example.com if You have any questions or comments regarding Our Site. The laws of Your city, county, state, province or nation may regulate the activities discussed or promoted by the Site, or by third parties communicating on the Site, so be sure you’ve checked Your local laws before taking part in any such activities.
1. PRELIMINARY PROVISIONS
1.1.Party Definitions – The parties referred to in this Agreement are defined as follows:
- 1.1.1.Xgroovy.com shall be referred to as “Company.” When first person pronouns are used in this Agreement, (Us, We, Our, Ours, etc.) these provisions are referring to Company and/or to any other site that we may operate in the future. When the terms “the Site” or “Site” are used, these terms refer to www.xgroovy.com, any predecessor, successor domain or URL, along with any other website operated by Us, unless a site is specifically exempt from this Agreement. Our Site(s), and the services the Site provides (“Services”), may contain content, including but not limited to text, software, images, messages, graphics, data, or any other information, and any other website content owned, licensed, operated, or controlled by the Company (collectively, “Materials”).
- 1.1.2.You, the User - As the User of this Site and its Services, this Agreement will refer to the User as “You” or by any second-person pronouns, such as “Yours,” etc. From here User of the Site and/or Services will be referred to in applicable second person pronouns. You confirm that You are over eighteen (18) years of age.
- 1.1.3.User and Member – All Members are Users, but not all Users are Members. Agreement applies to all Users whether they are Members or not. By accessing this Site or the Services in any way You become a User, so You don’t need to become a Member of the Site to make this Agreement apply to You. You are not considered as a Member as defined by this Agreement until You have submitted Your online account Registration (hereinafter “Registration”). You become a Member after registering with the Site for a User ID and password as required by the Registration, or enabling and participating in one of Our features on the Site as a guest.
1.2.What this Agreement is - This Agreement is a legal contract between You and the Company. You should read it carefully, as it will have effect on Your legal rights. By accessing the, You are agreeing to be bound by all of the terms of this Agreement. You can not pick and choose which terms can be applied to You. If You don’t agree with all of the terms in this Agreement, You must leave this site immediately.
1.3.Consideration - Consideration for Your consent to this Agreement has been provided to You in the form of allowing You to use Our Site and Our Services. You agree that such consideration is adequate, and that it is received upon Your viewing or using any part of any of Our Site(s) or Services.
- 1.4.1.No one can be authorized to access the Site before signing this Agreement. This kind of signature does not need to be a physical, since electronic acceptance of this Agreement is allowed by the Electronic Signatures in Global and National Commerce Act (E-Sign Act) and similar laws. You show Your agreement to this Agreement by taking any act demonstrating Your assent. You might have clicked or will click a button containing the words “I agree” or some similar. You should know that this have the same legal effect as You placing Your physical signature. If You click any link, button provided to You in any part of Our Site’s interface, then you have legally agreed to all of these Terms and Conditions. Additionally, by using any of Our Site or Services, including uploading Your Content to Our Site, You agree that We will consider such use as Your affirmation of Your complete acceptance to this Agreement.
- 1.4.2.If You fail to sign this Agreement, You confirm that You are an unauthorized user of the Site and Services, despite any payments made or subscriptions sold to You. No act or omission by Us should be considered as a waiver of the requirement that You assent to this Agreement. If You fail to do so, You are still bound by this Agreement by the fact of You viewing the Site or using any part of the Site or Services. If You fail to electronically sign this Agreement, You agree to pay Us two hundred and fifty dollars ($250.00) each time You access the Site as liquidated damages for unauthorized access and use. You also agree to pay all of Our costs and expenses, including Attorney’s fees and costs.
1.5.If You are looking for content regarding any illegal activities, then leave this Site immediately and do not attempt to use the Services. You will only access the content on the Site and/or use the Services if You believe that the content on the Site does not offend the community standards prevailing in Your community.
1.6.You agree not to use the Services or the Site if doing so would violate or brake the law of Your state, region, province, country.
1.7.Revisions / Modifications of Agreement:
- 1.7.1.Every now and then, We may revise this Agreement. We reserve the unilateral right to do so, and You agree with it. You agree that all modifications and changes to this Agreement are in force and enforceable immediately upon posting. Any updated/edited version supersedes all prior versions immediately upon posting, and the prior version is of no continuing legal effect unless the revised version specifically refers to the prior version and keeps the prior version or portions thereof in effect. Any amendment of this Agreement is deemed ineffective or invalid by any court, the parties intend that the prior, effective version of this Agreement be considered valid and enforceable to the fullest extent.
- 1.7.2.If We change anything in this Agreement, We agree that We will change the “last modified” date at the top of this Agreement so the Agreement’s update would be obvious. The Agreement is located at https://xgroovy.com/terms-and-conditions/, and a link to the Agreement is also located at the bottom of the Site’s homepage. You need to re-visit this web page from time to time, and to click the “refresh” button on Your browser when doing so. You agree to remember the date of the last revision. If the “last modified” date remains the same from the last time You reviewed this Agreement, then You may presume that Agreement hasn’t been changed since the last time You read it. If the “last modified” date has changed, then You can be sure that Agreement has been changed or modified, and that you need to review it again in order to determine how Your rights and responsibilities may have been affected by the revisions.
- 1.7.3.Waiver – if You don’t review this Agreement occasionally to find out if any of the terms have changed, You take all responsibility for your failure to do so and You agree that such failure amounts to Your waiver of Your right to review the updated terms.
1.8.Incorporations by Reference. Although this Agreement represents the terms and conditions of service for Our Site, some additional guidelines and rules are included by reference. The document(s) which can be found on Our Site, and which are specifically incorporated by reference, and are therefore part and parcel of this Agreement are the following:
2. ACCOUNT ACCESS & MEMBERSHIP
2.1.Access. Limited License
- 2.1.1.All Users can access public areas of the Site. You consider that all We are provide You is access to Our Services. You need to secure Your own access to the Internet. We are not providing any hardware nor software to You – and You need to purchase or license the needed hardware or software to access the Site and Services. This Agreement covers all public and non-public areas of the Site.
- 2.1.2.By accessing the Site, you clarify that:
- 184.108.40.206.You are using the Site for personal, non-commercial purposes;
- 220.127.116.11.You will not copy or distribute any part of the Site without Our prior written authorization;
2.2. User Account / Membership
- 2.2.1.Even much of the Site is available without creating an account, You need to register as a Member to gain access to certain features and areas of the Site and Services.
- 2.2.2.You agree to provide true, current and complete information about Yourself as prompted by the Registration (such information
being the “Registration Data”); and You further agree to update the Registration Data to keep it true, accurate and complete while You are a
- 18.104.22.168.As part of Registration, You will be issued or choose a unique username and password which You need to provide to gain access to certain non-public areas of the Site.
- 22.214.171.124.You certify that when asked to choose a username You will not choose a name which may falsely represent You as somebody else or a name which may violate the rights of a third-party.
- 2.2.3.Members are allowed to create one account only.
- 2.2.4.Membership cannot be transferred to a third party.
- 2.2.5.You are responsible for the activities that occur on Your account, so You must to keep Your account password safe. You must notify the Site right after finding out about any breach of security or unauthorized use of Your account
2.3. User Account and Membership Termination.
- 2.3.1.You can terminate Your Membership at any moment by submitting a removal request at https://xgroovy.com/my/. This Agreement's provisions shall survive its termination, unless otherwise stated. Upon Our processing of Your request to cancel Your Member account, You will no longer have access to the non-public areas of the Site to which You were a Member.
- 2.3.2.We may immediately issue a warning, suspend for a period of time, suspend indefinitely, or totally terminate Your access and
use of the Site and Services at any time, with or without advance notice, if:
- 126.96.36.199.You have breached any term of this Agreement or the document(s) it incorporates by reference;
- 188.8.131.52.We are unable to verify information You provide to Us;
- 184.108.40.206.Your actions may cause legal liability for You, Our Users or Us; or
- 220.127.116.11.We decide to cease operations or to otherwise discontinue any services or options provided by the Site or parts thereof.
- 2.3.3.You agree that neither Us nor any third party acting on Our behalf shall be liable to You for termination of Your account and access to any part of the Site or Services.
- 2.3.4.You agree that if Your access is terminated by Us, You will not attempt to recover access to the Site – using the same or different username – without prior written consent from Us.
- 2.3.5.In order to maintain the integrity of the Site and Services, or to investigate complaints, You agree to allow Us to access Your account and any other information You have submitted or created for as long as reasonably required to investigate the complaint or protect the Services.
- 2.3.6.You agree that You will not use Our Services to publicly discuss any infractions, warnings, issues with the Site, or bans. Such topics should be discussed with Us directly.
- 2.3.7.If You provide untrue, inaccurate, not current or incomplete information, or if We or any of Our authorized agents have fair reason to suspect that such information is false, untrue, inaccurate, not current or incomplete, We have the right to suspend or terminate Your account and refuse any and all current or future use of the Site and Services by You, as well as subjecting You to criminal and civil liability. You are responsible for any credit card charge-backs, dishonored checks and any related fees that Site incurs with respect to Your account. If You fail to reimburse Us for any credit card charge-backs, dishonored checks, or related fees within thirty (30) days of Our initial demand for reimbursement, You agree that You will pay Us one hundred dollars ($100.00) in additional liquidated damages as well as any costs incurred by Us.
- 2.3.8.The Site and its affiliates disclaim any and all liability arising from fraudulent entry and use of the Site. If a User fraudulently acquires access, the Site may terminate membership immediately and take all necessary actions under applicable federal, state, and international laws.
2.4.You agree that Your Content will comply with all provisions in this Agreement. Your Content includes any text, images, video, forum comments, or other content or media uploaded or otherwise provided by You for Us to make available on Your profile, the Site or Services (“Your Content”).
2.5. We grant You a limited, nontransferable, nonexclusive, personal license to access and use the Site, Materials, and the Services contained therein. We provide the Materials and Services on this Site for the personal, noncommercial use by Users of the Site. Users of this Site are granted a single copy license to view Materials.
2.6.All Materials and Services available on the Site are for private noncommercial use only. If You are a business entity or commercial concern, Your presence on the Site is not allowed unless it is authorized in writing by Us. We have the right to pursue legal action against unauthorized login by business and commercial entities.
2.7.We have the right to set the limit of the amount of Materials viewed. You agree to stop any unauthorized copying of the Site, or any of the Materials contained therein. Any unauthorized use of the Site or any of the Materials contained therein terminates this limited license effective immediately. This is a license to use and access the Site for its intended purpose and is not a transfer of title. You will not make copies or redistribute any of the content appearing on this Site. We have the right to terminate this license any time if You violate any provision of this Agreement, in which case You will be obligated to immediately completely destroy any information or Materials You have downloaded, printed, somehow copied from this Site. Violators of this limited license may be prosecuted under the applicable law.
2.8. Interruption of Service: Occasionally due to technological reasons, scheduled software maintenance and other factors out of Our control, service may be temporarily unavailable. From time to time, certain features of the Site may not be available for use due to number of factors. Sometimes access to the Site and the ability to log in may not be available due to various factors. You agree to indemnify and hold Us harmless against any such interruption of service.
2.9.Receiving Notifications and Other Communications Agreement: We have the right to send e-mails and other messages to You. You understand and agree that even unsolicited commercial e-mail sent from Us or Our affiliates is not a spam. The purpose of this communication may include but is not limited to:
3.1.Age of Majority. In order to use the Site or any Services provided by the Company, You must have attained the legal age in Your jurisdiction. You guarantee that You are at least eighteen (18) years old, and that You have the legal capability to enter into this Agreement. If You are not at least eighteen (18), You must exit the Site immediately and do not use or access the Site or use the Services.
- 3.1.1.We specifically disclaim any liability or responsibility for any misrepresentations regarding a User’s age.
- 3.1.2.You guarantee that You will restrict access of minors to this Site or Services. Users should administer parental control protections, such as computer hardware, software, or internet filtering services, that may help Users to limit minors’ access to harmful material. You admit that You will take all precautions to keep Our Materials from being viewed by minors if Your computer or mobile device can be accessed by a minor. You also admit that if You are a parent, it is Your responsibility, and not Ours, to keep any age-restricted content from being shown to minors.
3.2.WE HAVE A ZERO TOLERANCE POLICY FOR PORNOGRAPHIC MATERIAL INVOLVING MINORS AND A ZERO TOLERANCE POLICY REGARDING PEDOPHILES OR ANY PEDOPHILIC ACTIVITY.
- 3.2.1.You represent and warrant that Your Content contains nothing involving minors that may be considered as pornographic under state and federal law. We strictly prohibit the use of such content.
- 3.2.2.If You search for any sort of pornographic materials involving minors (including “virtual” pornography), You must exit this Site and stop using Our Services immediately. We do not provide this kind of material and We do not tolerate those who provide this kind of material nor do We tolerate consumers of this kind of material.
- 3.2.3.In order to further Our ZERO TOLERANCE policy, You guarantee that You will report any form of content, images, real or simulated, that appear to depict minors on Our Site. If You find any images or other depictions that are questionable, You must to report these images by emailing Us via firstname.lastname@example.org.
- 3.2.4.Please include any evidence with Your report, along with the date and time of identification. All reports will be investigated immediately and the appropriate action will be taken right away.
- 3.2.5.We cooperate with all law-enforcement agencies that investige child pornography, and fully comply with Title 18 U.S.C.
relating to the mandatory reporting of pornography involving minors. If You suspect other websites participating in activities
minors, please report them to such services as ASACP.org:
or Cybertip Hotline:
4. CONTENT AND IMAGES
4.1.Our Site(s) and Services contain images and content, including but not limited to text, software, videos, messages, images, data, graphics, or any other information, and any other website owned, operated, licensed, or controlled by Us (defined in Section 1.1.1 as “Materials”).
4.2.You acknowledge that all of the Materials constitute expressive content that is protected by the First Amendment to the United States Constitution, and other similar legal principles.
4.3.You acknowledge that some or all of the Materials on Our Site and transmitted via Our Services may depict activity that is restricted to adults and may be inappropriate for viewing by minors. You acknowledge that You are aware of the nature of the Materials provided by or through the Site and that You are not offended by such Materials, and that You access the Site and Services freely, voluntarily, willingly.
4.4.You acknowledge that all of the information, data, text, messages, images, graphics, audio, or any other form of content on the Site or available via the Services, whether posted publicly or not, are the sole responsibility of the party from whom the content originated. This means that You are responsible for any and all content that You upload, post, transmit, otherwise publish via Our Services. Not always we are able to control and moderate the content posted on the Member profiles, forums, or any other User communications, and as such We do not give guarantee of the accuracy, quality, or any other aspect of this kind of posted content. You agree that by using the Site and Services covered by this Agreement, You might be exposed to content that You might find offensive, disturbing, indecent, or otherwise objectionable. Under no circumstances will we accept liability in any way for any content posted by, uploaded by or transmitted by Our Users.
4.5.We respect the intellectual property rights and have a policy regarding termination of repeat copyright infringers under the Digital Millennium Copyright Act. Copies of Our Repeat Infringer Policy are available to Our Members at their request.
4.6.We do our best to enhance the experience of using Our Site for Our Members. To do this, We reserve the right to systematically monitor, random or selectively, profiles of Members and commentaries of Users within the Site. This includes all communication systems offered via the Services.
4.7.We have the right, at Our sole discretion and with no obligation to do so, to delete any form of content violating the terms. We may delete any form of content that deemed to be illegal, immoral, offensive. All submissions are subject to the Site’s Community Standards and User Conduct Policy below.
4.8.Section 230 Notice: It is Your responsibility to stop minors under Your care from being exposed to harmful and inappropriate material. You agree restrict minors from viewing such type of content, You agree to take measures to prevent them from doing so. Commercial online safety filters are available which may help limit minors' access to harmful or inappropriate material. Pursuant to 47 U.S.C. §230(d), You are hereby informed that You can research such services at websites such as: www.getnetwise.org, and others. Please note that We make no representation or warranty regarding any of the products or services referenced on such sites, and We recommend that You conduct appropriate due diligence before obtaining any online filter. You agree to take measures to prevent minors from viewing Our Site or the content received via Our Services if Your computer or mobile device can be accessed by a minor. You agree that if You are a parent or guardian of a minor, it is Your responsibility, not Ours, to keep age-restricted content on Our Site or Services from being accessed by Your children or wards.
Pursuant to the Communications Decency Act (“CDA”), 47 U.S.C. § 230(c)(1), and court decisions interpreting the scope of the CDA, You understand that We operate as the provider of an interactive computer service. We are immune from, and cannot be held responsible for, claims arising from the publication or transmission of Your content as well as the content of other Users and third parties. We do not create such content, and We are not responsible for the publication of remarks or communications of third parties that may arguably rise to the level of being actionable under federal or state laws including, but not limited to, the publication of material that might be considered defamatory, or violative of privacy or publicity rights. Note, that federal law allows Us to remove or block any content found to be offensive or otherwise violative of Our policies, without impacting Our status as the provider. Nothing contained in this Agreement is intended to limit or alter the immunity from claims provided by Section 230 of the Communications Decency Act.
5.RESTRICTIONS & REGULATIONS OF USING OUR SITE AND SERVICES:
5.1.You guarantee that You will use the Site and Services for purposes permitted and contemplated by this Agreement. You may not use the Site and Services for other purposes, including commercial, without Our express prior written consent.
5.2.Without Our express prior written consent, You may not:
- 5.2.1.Upload, post, make available files or products that contain images, software or other type of material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless You own or control the rights thereto or have received all necessary consents to do same;
- 5.2.2.Upload, post, email or otherwise transmit any submission that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, disturbing, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
- 5.2.3.Harm or unlawfully exploit minors in any way (including but not limited to uploading, posting, emailing, or otherwise transmitting any submission involving a minor);
- 5.2.4.Upload, post, email, or otherwise transmit any submission depicting animal cruelty;
- 5.2.5.Impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
- 5.2.6.Forge headers or otherwise attempt to disguise the origin of any submission transmitted through the Site;
- 5.2.7.Upload, post, email or otherwise submit anything that You do not have a right to transmit under contractual relationships (inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- 5.2.8.Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters", or any other form of solicitation, except in those areas that We may designate for such purpose;
- 5.2.9.Interfere with or disrupt the Site, or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks or third party providers connected to, or providing the Site;
- 5.2.10.Violate any applicable local, state, national or international law, and any regulations having the force of law;
- 5.2.11.Harass, "stalk" another member or User of the Site;
- 5.2.12.Collect or store personal data about other Users, or Members, including via the use of any data collecting bots, other software or similar data gathering tools;
- 5.2.13.Duplicate any part of Our Site or the Materials contained therein or received via the Services (except as expressly provided elsewhere);
- 5.2.14.Create any derivative works based on Our Site or any of the Materials contained therein or received via the Services;
- 5.2.15.Use Our Site or Services, or any of the Materials contained therein, for any public display, sale and rental, and You hereby agree and stipulate that any and all such uses are NOT “fair use”;
- 5.2.16. “Scrape” or somehow redistribute Our Site or any of the Materials contained therein or received through the Services, and You hereby agree and stipulate that any and all such uses are NOT “fair use”;
- 5.2.17.Remove copyright or other proprietary notices from Our Site or any of the Materials contained therein;
- 5.2.18.Utilize any framing techniques in connection with Our Site or any of the Materials contained therein;
- 5.2.19.Use “meta tags” or any other “hidden text” using Our Site’s name or marks, and You hereby stipulate that any use of the Site’s name or marks, or any other marks owned by Us is an Our trademark rights infringement, and You stipulate to liquidated damages of five thousand dollars ($5,000) per such infringement, and You agree to pay any and all fees incurred in the recovery of this amount, including attorney’s fees and all associated costs;
- 5.2.20.Avoid encryption and any other security tools used on the Site or in conjunction with the Services (including the theft of user names and passwords or using another person’s user name and password to gain access to a private area of the Site);
- 5.2.21. License, sublicense, sell, rent, lease, transfer, distribute, re-transmit, time share, assign to any third party the Materials or Services or any of Your rights to access and use the Materials or Services as granted specifically by this Agreement;
- 5.2.22.Use Our Services for any kind of commercial purpose unless agreed to by Us in writing and at Our sole discretion. Without such consent by Us, Your use of the Site and Services is for personal use only;
- 5.2.23.Share any information provided to You by another Member unless such Member has given you permission to do so;
- 5.2.24.Use any material or information, including images or photos, which are made available through the Services in any manner that infringes copyright, trademark, patent, or other proprietary right of any party;
- 5.2.25.Upload viruses containing files, Trojan software, worms, time bombs, cancelbots, corrupted files, or any other similar software, malware, or programs that may damage another’s property or of the Site and Services;
- 5.2.26.Download any file posted by another user of a Service that You know, or reasonably should know, cannot be legally distributed in such manner;
- 5.2.27.Delete of falsify copyright management information like author attributions, legal notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded;
- 5.2.28.Restrict or impede other users from using the Services;
- 5.2.29.Publish falsehoods, fabrications, falsifications or misrepresentations that could damage the Site or any third party;
- 5.2.30.Post advertisements or solicitations of business;
- 5.2.31.Use the Services in connection with illicit contests like gambling or lotteries; pyramid schemes, chain letters, junk e-mail, spam or any duplicative messages (commercial or otherwise);
- 5.2.32.Organize and/or take part in any funds transfer or any asset transfer organized by any User You meet on this Site;
- 5.2.33.Take part in acts of financial assistance like requests for sending money from or to any User that You encounter on this Site;
- 5.2.34.Harvest, garner and collect any type of information about others, including e-mail addresses and other personally identifiable information;
- 5.2.35.Provide personally-identifying information in Your Member profile or any other publicly-viewable posts, such as e-mail address, telephone numbers, street address.
5.3.You agree to cooperate with Us in causing any unauthorized use to cease immediately. You are responsible for submitting any kind of material that violate any United States or international laws even if a claim arises after Your service is terminated, and by doing so, Your actions shall constitute a material breach of this Agreement and the Site shall terminate all of Your rights under this Agreement. Nothing contained in this Agreement shall obligate Us to monitor or investigate any use of Our Services by Our Users or other third parties, other than as required by applicable law.
5.4.Interference. You may not translate, reverse-engineer, decompile, disassemble, or make derivative works from any of Our Materials or any other materials from Our Site except where expressly permitted by law. User hereby agrees not to use any automatic device or manual process to monitor or reproduce the Site or Materials, and will not use any device, software, computer code, or virus to interfere or attempt to disrupt or damage the Site or any communications on it. If You do not adhere to this provision of this Agreement, You hereby stipulate to and agree to pay liquidated damages of five thousand dollars ($5,000) plus any and all fees associated with recovery of these damages, including attorney’s fees and costs.
6. SUBMISSIONS BY USER
6.1.The Site permits its Users to submit video and other materials, and allows the hosting, sharing, and/or publishing of such submissions. By submitting a video or other material to Us, You show Your intent for Us to make such material available on the Site listed at the beginning of this Agreement and any other affiliated sites, whether by affiliation of ownership or contract.
6.2.You are solely responsible for Your own submissions and the consequences of publishing them. In connection with Your submissions, You affirm/warrant that:
- 6.2.1.You own or have the necessary licenses, rights, consents, and permissions to use and authorize the Site(s) to use all patent, trademark, trade secret, copyright, privacy, publicity or other proprietary rights in and to all of Your submissions to enable inclusion and use of the submissions in the manner contemplated by these Terms and Conditions;
- 6.2.2.You have the written consent, release, and/or permission of each and every identifiable person in Your submission to use the name or likeness of each individual for use in Your submissions in the manner contemplated by these Terms and Conditions;
- 6.2.3.You retain all of Your ownership rights in Your submissions; however, by contributing Your submissions to the Site(s), You
grant a worldwide, non-exclusive, royalty-free, sublicenseable and transferable right and license to:
- 18.104.22.168.Reproduce, duplicate, copy, transmit, communicate, display, or distribute Your submitted videos, photographs, and other content, on or as part of Our Site(s), on other Internet site(s), or elsewhere, for promotional or commercial purposes, by means of any technology, whether now known or hereafter to become known;
- 22.214.171.124.Reproduce, distribute on the Internet (alone or in combination with other content and works, including, but not limited to, text, data, images, photographs, illustrations, animation, graphics, video, or audio segments, and hypertext links) Your photographs, videos and content in digital form of display;
- 126.96.36.199.Adapt, adjust, modify, or alter Your photographs, videos and content, create derivative works based upon Your content; and for all other reasonable promotional or commercial uses either as part of the operation of Our Site(s), or as a promotion or operation of any derivative or related businesses.
- 6.2.4.The license granted by You terminates within a commercially reasonable time after You remove or delete Your submission from the Site(s).
6.3.We respect the intellectual property rights of copyright holders and comply with DMCA. Our DMCA Notice and Takedown Policy is available here: https://xgroovy.com/info/dmca/.
6.4.The Site does not endorse or validate any User submission, and disclaims any and all liability in connection with User submissions. The Site is against copyright infringing activities or infringement of intellectual property rights on the Site, and will immediately and without prior notice remove all content and User submissions if properly notified of infringements on third party's intellectual property rights. Repeat infringers will have their member access and/or privileges terminated.
7.1. We have outlined liquidated damages amounts to be applied as penalties against You if You violate these specific provisions in various provisions in this Agreement. You agree to pay these amounts. In agreeing to pay liquidated damages, You acknowledge that this amount is not a penalty, that the actual damages are uncertain and difficult to ascertain, but that this amount represents the parties’ good faith attempt to calculate an appropriate compensation based on anticipated actual damages.
7.2.For any breach of a portion of this Agreement that does not specifically state a liquidated damages amount, You hereby agree that any breach of this Agreement shall result in liquidated damages of one hundred dollars ($100) per occurrence. You agree to pay this one hundred dollars ($100) in liquidated damages.
8.1.YOU AGREE THAT YOUR USE OF THE SITE SHALL BE AT YOUR RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. THE SITE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY:
- 8.1.1.ERRORS, MISTAKES, ANY KIND OF CONTENT INACCURACIES;
- 8.1.2.PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OUR SITE AND USE OF OUR SITE;
- 8.1.3.UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN;
- 8.1.4.INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITE. ANY BUGS, VIRUSES, TROJAN HORSES, MALWARE, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY;
- 8.1.5.ERRORS, OMISSIONS, INACCURACIES IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY TYPE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.
- 8.1.6.THE SITE HAS THE RIGHT TO DELETE ANY TYPE OF CONTENT OR LINK WITHOUT ANY NOTICE OR WARNING TO THE USER WHO UPLOADED IT.
- 8.1.7.THE SITE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY-PROVIDED PRODUCT OR SERVICE ADVERTISED ON, OFFERED BY, OR FEATURED ON THE SITE OR THROUGH THE SITE OR ANY LINKED WEBSITE OR FEATURED IN ANY OTHER ADVERTISING, AND THE SITE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY FINANCIAL TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
9. LIABILITY LIMITATION
9.1.IN NO EVENT SHALL THE SITE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY:
- 9.1.1.ERRORS, MISTAKES, OTHER INACCURACIES OF CONTENT;
- 9.1.2. PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SITE;
- 9.1.3.UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN;
- 9.1.4.INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SITE;
- 9.1.5.BUGS, VIRUSES, TROJAN HORSES, MALWARE, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SITE BY ANY THIRD PARTY;
- 9.1.6.ERRORS OR OMISSIONS AND INACCURACIES IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, SHARED, OTHERWISE MADE AVAILABLE VIA THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2.IN THE EVENT THAT YOU DO NOT SUPPLY THE SITE WITH YOUR E-MAIL ADDRESS, YOU SPECIFICALLY ACKNOWLEDGE AND WAIVE ANY CLAIM BASED ON THE SITE’S GOOD FAITH DISABLING OF ACCESS TO, OR REMOVAL OF, MATERIAL OR ACTIVITY WHICH HAS BEEN CLAIMED TO BE INFRINGING, OR BASED ON FACTS OR CIRCUMSTANCES FROM WHICH INFRINGING ACTIVITY APPEARS LIKELY, REGARDLESS OF WHETHER THE MATERIAL OR ACTIVITY IS ULTIMATELY DETERMINED TO BE INFRINGING.
9.3.THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THE SITE MAKES NO REPRESENTATIONS THAT THE SITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
9.4.YOU SPECIFICALLY ACKNOWLEDGE THAT THE SITE SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
9.5.IN NO EVENT, IN NO CIRCUMSTANCES SHALL OUR MAXIMUM TOTAL AGGREGATE LIABILITY HEREUNDER FOR DIRECT DAMAGES EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU FOR USE OF THE SITE OR SERVICES FOR A PERIOD OF NO MORE THAN ONE (1) MONTH FROM THE ACCRUAL OF THE APPLICABLE CAUSE OR CAUSES OF ACTION OR TEN DOLLARS ($10.00), WHICHEVER IS GREATER. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
10.1.You agree to defend, indemnify and hold harmless the Site, its parent, subsidiary and affiliated corporation(s), their officers, directors, employees, agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not limited to attorney's fees) arising from: (i) Your use of and access to the Site; (ii) Your violation, breaching of any part of these Terms and Conditions; (iii) Your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that Your content caused damage to a third party. This defense and indemnification obligation will survive these Terms and Conditions and Your use of the Site.
10.2.The provision of any kind of services which are in violation of any laws is strictly prohibited. If We determine that You or any User has provided or intends to provide any services or material in violation of law, Your ability to use the Site and Services will be terminated immediately without any reimbursement of any payment You may have made to Us. We have every right to cooperate with law enforcement or private parties that We may be legally compelled to do so. We do hereby disclaim any liability for damages that may arise from any User providing any material or services for any purpose that violates any law. You do hereby agree to defend, indemnify and hold Us harmless from any liability that may be imposed on Us arising from Your violation of any law – whether online or offline.
10.3.You agree to defend and indemnify Us should any third party be harmed by Your illegal actions or should We be obligated to defend any claims including, without limitation, any criminal or civil action brought by any party.
10.4.Our Site and Services contains material that may be offensive to third parties. You agree to indemnify and hold Us harmless from any liability that may arise from someone viewing such material and You agree to immediately cease review of the Site and use of the Services should You find them offensive.
10.5.You agree to defend, indemnify, and hold harmless Company, its officers, directors, shareholders, employees, independent contractors, telecommunication providers, agents, from and against any and all claims, actions, loss, liabilities, expenses, costs, or demands, including without limitation legal and accounting fees, for all damages directly, indirectly, and/or consequentially resulting or allegedly resulting from Your, or You under another person’s authority including without limitation to governmental agencies, use, misuse, or inability to use the Site, Services, or any of the Materials contained therein, or Your breach of any of this Agreement. We shall promptly notify You by electronic mail of any such claim or suit, and cooperate fully (at Your expense) in the defense of such claim or suit. We reserve the right to participate in the defense of such claim or defense at Our own expense, and choose Our own legal counsel, but are not obligated to do so.
10.6.This Site and Its Service is for Amusement and Entertainment Purposes.
- 10.6.1.You understand and accept that Our Site and Services is an entertainment and recreational service. All content depicts fully consenting models over the age of eighteen (18) as of the date of the production of the depiction that have provided rights to the Site to publish the content.
- 10.6.2.Any User accessing Our Site in an effort to engage in or facilitate illegal or tortious activities shall have their account and/or access to the Site and the Services subject to cancellation, and may be reported to the appropriate law enforcement agency.
- 10.6.3.You understand and accept that if You attempt to contact other Members on the Site, all activities or interactions resulting therefrom is solely of Your own volition. You hereby specifically release Us and all other Members from any liability for invasion of privacy, defamation, publicity, false light, and related torts, in the event that Your communications or profile are made public. Nothing contained in this section is intended to limit the scope of releases and/or indemnification contained elsewhere in this Agreement.
10.7.You hereby discharge, acquit, release Company, its parent company, its agents, employees, officers, directors, shareholders, attorneys, affiliates, from any and all allegations, counts, charges, debts, causes of action, and claims relating in any way to the use of, or activities relating to the use of the Site and Services including, but not limited to claims relating to the following:
- 10.7.1.Sexual harassment, negligence, gross negligence, reckless conduct, alienation of affections (to the extent recognized in any jurisdiction), intentional infliction of emotional distress, intentional interference with contract or advantageous business relationship, defamation, privacy, publicity, misrepresentation, intellectual property, any financial loss not due to the fault of the Site, missed meetings, unmet expectations, false identities, fraudulent acts by others, invasion of privacy, release of personal information, failed transactions, purchases or functionality of the Site, unavailability of the Site, its functions and/or services and any other technical failure that may result in inaccessibility to the Site, or any claim based on Vicarious Liability for Torts committed by individuals met on or through the Site and Services, including but not limited to fraud, theft or misuse of personal information, assault, battery, stalking, rape, theft, cheating, perjury, manslaughter, or murder.
- 10.7.2.The above list is intended to be illustrative only, and not exhaustive of the types or categories of claims released by You. This release is intended by the parties to be interpreted broadly in favor of Us, and thus any ambiguity shall be interpreted in a manner providing release of the broadest claims. This release is intended to be a full release of claims, and the parties acknowledge the legally binding nature of this provision, and the nature of the rights given up in connection therewith.
11.1.Some of the websites which are linked to the Site are owned and operated by third parties. We have no control over such websites and resources, so You acknowledge and agree that We are not responsible for or liable for the availability of such external websites or resources, do not screen or endorse them, and are not responsible for or liable for any content, advertising, services, products, or other materials on or available from such websites or resources.
11.3.Links to external websites (including external websites that are framed by the Site) or inclusions of advertisements do not necessarily constitute an endorsement by Us of such websites or the content, products, advertising, or other materials presented on such Site, but are for Your convenience.
11.4.You hereby agree to hold Us harmless from any and all damages and liability that may result from the use of links that may appear on the Site or via the Services. We reserve the right to terminate any link or linking program at anytime.
12.1.The name of the Site is considered a service mark owned by Us. We defend Our intellectual property rights.
12.2.Other manufacturers’ product and service names referenced herein may be trademarks and service marks of their respective companies and are the exclusive property of such respective owners, and may not be used publicly without the express written consent of the owners and/or holders of such trademarks and service marks.
12.3.All of the marks, logos, domains, and trademarks that You find on the Site and Services may not be used publicly except with express written permission from Us, and may not be used in any manner that is likely to cause confusion among consumers, or in any manner that discredits or disparages Us.
13.1.You understand and acknowledge that the software elements of the Materials on the Site may be subject to regulation by agencies of the United States Government, including the United States Department of Commerce, which prohibits export or diversion of software and other goods to certain countries and third parties. Diversion of such Materials contrary to United States’ or international law is prohibited.
13.2.You will not assist or participate in any such diversion or other violation of applicable laws and regulations.
13.3.You warrant that You will not license or otherwise permit anyone not approved to receive controlled commodities under applicable laws and regulations and that You will abide by such laws and regulations.
13.4.You agree that none of the Materials are being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals or be used for proscribed activities.
14.NO AGENCY RELATIONSHIP: Nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein.
15.1.Notice. Any notice required to be given under this Agreement may be provided by e-mail to a functioning email address of the party to be noticed, by a general posting on the Site, or personal delivery by commercial carrier such as Federal Express, DHL. Notices by customers to Us shall be given by electronic messages unless otherwise specified in the Agreement.
15.2.Change of Address. Either party may change the address to which notice is to be sent by written notice to the other party pursuant to this provision of the Agreement.
15.3.When Notice is Effective. Notices shall be deemed effective upon delivery. Notices delivered by overnight carrier shall be deemed delivered on the business day following mailing. Notices mailed by registered or certified mail with return receipt requested, shall be deemed delivered five (5) days after mailing. Notices delivered by any other method shall be deemed given upon receipt. Notices by email and facsimile transmission, with confirmation from the transmitting machine that the transmission was completed, are acceptable under this Agreement provided that they are delivered one (1) hour after transmission if sent during the recipient's business hours, or 9:00 a.m. (recipient's time) the next business day. Either party may, by giving the other Party appropriate written notice, change the designated address, fax number and/or recipient for any notice or courtesy copy, hereunder.
15.4.Refused, Unclaimed, or Undeliverable Notice. Any correctly addressed notice that is refused, unclaimed, or undeliverable, because of an act or omission of the party to be notified shall be deemed effective as of the first date that said notice was refused or deemed undeliverable by the postal authorities, messenger, facsimile machine, email server, or overnight delivery service.
16. NOT PRIVATE COMMUNICATIONS: We do not provide any facility for sending or receiving private and confidential electronic communications. All messages transmitted to Us shall be deemed to be readily accessible to the general public. Visitors should not use this Site or Services to transmit any communication for which the sender intends only the sender and the intended recipient(s) to read. Notice is hereby given that all messages and other content entered into or on this Site or Services can and may be read by the agents and operators of the Site or Services, regardless of whether they are the intended recipients of such messages.
17.FORCE MAJEURE: We shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond Our reasonable control, including but not limited to: acts of God, such as fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; war, riot, arson, embargoes, acts of civil or military authority, or terrorism; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, or any failure of a computer, server or software, for so long as such event continues to delay the Site’s or Services’ performance.
18.1.Binding Arbitration – If there is a dispute between the parties arising out of or otherwise relating to this Agreement, the parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the parties are unable to resolve the dispute through direct negotiations, then, except as otherwise provided herein, either party must submit the issue to binding arbitration in accordance with applicable Arbitration Ordinance. Claims subject to arbitration (“Arbitral Claims”) shall include, but are not limited to, contract and tort claims of all kinds, and all claims based on any federal, state or local law, statute, or regulation, excepting only claims by Us under applicable worker’s compensation law, unemployment insurance claims, intellectual property claims (including but not limited to claims involving copyrights, trademarks, patents, unfair competition, and/or trade secrets), along with actions (regardless of the underlying cause of action) seeking injunctions, attachment, garnishment, and other equitable relief. The arbitration shall be conducted in the Netherlands, in a convenient location agreed to by the parties, or absent such agreement, selected by the Arbitrator. The arbitration shall be conducted by a single arbitrator, knowledgeable in Internet and e-Commerce disputes. The arbitrator shall be willing to execute an oath of neutrality.
18.2.The Arbitrator shall have no authority to award any punitive or exemplary damages, certify a class action, add any parties, or vary or ignore the provisions of this Agreement. The arbitrators shall be bound by and apply Dutch law to any dispute submitted for arbitration hereunder, and this Agreement shall be interpreted in accordance with the laws of the Netherlands. The arbitrator shall render a written opinion setting forth all material facts and the basis of his or her decision within thirty (30) days of the conclusion of the arbitration proceeding. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY IN REGARD TO ARBITRAL CLAIMS.
18.3.No waiver of right to arbitration -- There shall be no waiver of the right to arbitration unless such waiver is provided affirmatively and in writing by the waiving party to the other party. There shall be no implied waiver of this right to arbitration. No acts, including the filing of litigation, shall be construed as a waiver or a repudiation of the right to arbitrate.
18.4.No action, regardless of form, arising out of or in conjunction with the subject matter of this Agreement, except for claims involving intellectual property, claims to recover outstanding amounts due to Us and claims for indemnification, may be brought by any party more than one (1) year after the cause of action arose.
19.2.Assignment. The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be.
19.3.Severability. If for any reason a court of competent jurisdiction or an arbitrator finds any provision of this Agreement, or any portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of this Agreement will continue in full force and effect.
19.4.No Waiver. No waiver or action made by Us shall be deemed a waiver of any subsequent default of the same provision of this Agreement. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement.
19.5.Headings. All headings are for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement.
19.6.Complete Agreement. This Agreement constitutes the entire agreement between the parties with respect to Your access and use of the Site, Services and the Materials contained therein, and Your use of the Site and Services, and supersede and replace all prior understandings or agreements, written or oral, regarding such subject matter.
19.7.Other Jurisdictions. We make no representation that the Site, Services or any of the Materials contained therein are appropriate or available for use in other locations, and access to them from territories where their content may be illegal or is otherwise prohibited. Those who choose to access the Site and Services from such locations do so on their own initiative and are solely responsible for determining compliance with all applicable local laws.