1. ABOUT US

1.1. We are Peach Club LLC, 1309 Coffeen Avenue, STE 14203, Sheridan, Wyoming, 82801, USA (“Peach Club”, “we”, “us”, or “our”).

1.2. We operate www.peachclub.io (our “Platform”) and its underlying functions (collectively our “Services”).

1.3. To contact us, please use [email protected].

1.4. These Terms were last updated on Tuesday, May 07th, 2024, and are the current and valid version.

1.5. The following also apply to these Terms and form an integral part of these Terms:

1.5.1. Our Privacy Policy;

1.5.2. Our Cookie Policy;

1.5.3. Our Acceptable Use Policy and Community Guidelines;

1.5.4. Our Affiliate/Referral Programs Terms, if you are a participant in our Affiliate Program;

1.5.5. Our Data Processing Agreement, for User in the EU, Switzerland and UK;

1.5.6. Our DMCA Policy;

1.5.7. Our Repeat Infringer Policy;

1.5.8. Our Promo Terms and Conditions;

1.5.9. Our AML/KYC Statement;

1.5.10. Our Complaints Policy;

1.5.11. Our 18 U.S.C. § 2257 Disclosure Statement; and 

1.5.12. The Peach Club logo, marks, emblems and images are the copyright of Peach Club LLC. All Rights Reserved © 2024 Peach Club LLC.

2. IMPORTANT NOTICE TO ALL USERS

2.1. The Platform contains adult materials, descriptions and images of a sexual nature and is intended for adult audiences ONLY. 

2.2. By using the Platform, you may encounter content that may be offensive, indecent or objectionable; this content may or may not be identified as having adult materials, descriptions and images of a sexual nature, explicit language or other attributes. Nevertheless, you agree to use the Platform at your sole risk, and Peach Club LLC has no liability to you for any content. 

2.3. If you are a parent, it is your responsibility to keep any age-restricted content from being displayed to your children or wards.

2.4. By entering the Platform, you confirm you: 

2.4.1. are 18 years of age or older; 

2.4.2. are of legal age to view sexually explicit materials in your local jurisdiction; 

2.4.3. wish to be exposed to such materials;

2.4.4. will not permit any person under 18 years old to have access to any of the materials contained on the Platform; and

2.4.5. will abide by our Terms, Standards and Policies of Peach Club and applicable laws.

2.5. If you disagree with any of the statements above, you must exit the Platform.

3. ACCEPTANCE

3.1. The use of our Platform is governed exclusively by these Terms, unless otherwise contractually agreed in individual cases. Any deviating terms and conditions of the Users are expressly rejected.

3.2. You agree that by accessing the Platform, you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, then you are expressly prohibited from using the Platform and you must discontinue use immediately.

3.3. Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Platform. If you do not agree to be bound by these terms and conditions, you should stop using the Platform immediately.

3.4. We license use of our Platform to you on the basis of these Terms. We do not sell our Platform to you, and we remain the owner of our Platform at all times. 

3.5. The legal relationships between  Fans and Creators are governed by the separate contracts to be concluded between them.

4. GENERAL TERMS

4.1. We license use of our Services to you on the basis of these Terms.We do not sell our Services to you, and we remain the owner of our Services at all times. 

4.2. The provisions set out in these Terms govern your access to and your use of our Services and shall constitute a legally binding agreement between you and us. 

4.3. We may change such terms from time to time and shall notify you accordingly if we do. If you do not agree to such terms, you must not use our Services. 

4.4. Subject to you agreeing to abide by these Terms, we hereby grant to you a revocable, non-exclusive and non-transferable license to use our Services on these Terms.

4.5. We reserve the right to change, modify, suspend or discontinue any portion of the Services, our Platform or any other products, affiliated websites (including social media pages) and/or other software provided by us in connection with any of the foregoing at any time. 

4.6. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.

4.7. Supplemental terms or documents that may be posted on the Platform from time to time are hereby expressly incorporated herein by reference. 

4.8. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason.

4.9. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised terms and conditions by your continued use of the Platform after the date such revised terms and conditions are posted. 

4.10. The information provided on the Platform is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. 

5. USER REPRESENTATIONS

5.1. By using the Platform, you represent and warrant that: 

5.1.1. all registration information you submit will be true, accurate, current, and complete;

5.1.2. you will maintain the accuracy of such information and promptly update such registration information as necessary;

5.1.3. you have the legal capacity, and you agree to comply with these Terms;

5.1.4. you are not under the age of 18;

5.1.5. you will not access the Platform through automated or non-human means, whether through a bot, script, or otherwise;

5.1.6. you will not use the Platform for any illegal or unauthorized purpose;and 

5.1.7. your use of the Platform will not violate any applicable law or regulation.

5.2. If you provide any information that is 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 Platform (or any portion thereof).

6. YOUR RELATIONSHIP WITH US

6.1. We do not offer the content and creator services and merely provide the technical and organizational infrastructure to ensure the proper conduct of transactions between Users on our Platform.

6.2. We do not itself become a contracting party to the contracts concluded exclusively between the Users. 

6.3. Users themselves are responsible for compliance with legal requirements and the assertion of claims arising from the contracts they have concluded. In particular, we do not guarantee:

6.3.1. the accuracy and completeness of the statements and declarations made in relation to the Creators content and services (“Creator Services”) offered,

6.3.2. the Creator’s Services offered as such; and

6.3.3. the conduct and performance of the relevant User.

6.4. Users are required to comply with applicable laws when using our Platform. 

6.5. It is each Creator’s own responsibility to ensure that their Services are lawful, legal and do not infringe these Terms and the rights of third parties. 

6.6. Users may not use addresses, contact details and e-mail addresses obtained through our Platform for any purpose other than contractual and pre-contractual communication. In particular, it is forbidden to resell this data or use it to send advertising, unless the respective Users have expressly consented to this in advance.

6.7. The content published and services offered on our Platform by the respective Creators is generally not reviewed by us and does not represent our opinion.

6.8. We are entitled to check the personal details of the Creators by means of suitable official documents in order to confirm the correctness of the data entered. We can only perform a limited review of the documentation provided by Creators. Therefore, no guarantee can be given for the accuracy of the services provided by the respective Creators.

6.9. We assume no liability for the Creator Services, nor the ability to fulfill the requirements for a by the Creators offered content and services or also any information provided by the Creators. 

6.10. We reserve the right to delete a User’s profile in the case of false information and gross violations of these Terms without prior notification or naming of reasons. In the case of gross deception, falsification of documents or other wilful misrepresentation, we will take appropriate action, including legal action.

7. DISPUTES BETWEEN USERS

7.1. We do not offer dispute resolution services and we cannot mediate disputes between users. Users are solely responsible for the consequences of their interactions and agreements with others on our Platform.

8. USER ACCOUNT AND ACCESS TO THE PLATFORM

8.1. By registering for an Account, which involves providing us with certain mandatory and voluntary information as required for a successful registration and using our Platform, you agree and acknowledge that:

8.1.1. you have read the terms set out in these Terms and agree to be bound by and comply with them; and

8.1.2. you shall ensure that all Users of your Account abide by these Terms.

8.2. You are responsible for maintaining the confidentiality of your Account and you are responsible for all activities that occur under your Account.

8.3. You agree that all actions carried out by any person through your Account shall be deemed to be an act carried out by you. 

8.4. We are not responsible for any loss, damage or liabilities arising as a result of or in connection with the wrongful, fraudulent or illegal use of your Account.

8.5. We reserve the right to, without any notice, explanation or liability and in our sole discretion, refuse to allow you or suspend your access to our Platform or your Account at any time, or remove or edit content on our Platform. 

8.6. We reserve the right to change, modify, suspend or discontinue any portion of the Services, our Platform or any services provided by us in connection with any of the foregoing at any time. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.

9. PRICES AND PAYMENT

9.1. The prices stated for the respective Creator’s Services are as set out by the Creator and shall apply at the time the order is placed.

9.2. The prices shown for the respective Creator’s Services are final and include the statutory value added tax, insofar as this is applicable to the respective service and a processing fee depending on the transaction size  for purchases not paid from the Fan`s wallet balance as indicated on the Platform.

9.3. The applicable prices are shown in the respective description. The  Fan undertakes to pay this price. Payment is due upon ordering the service or product. 

9.4. Prices and methods of payments are published on the Platform, the content of which is included in these Terms by reference.

9.5. Payment is considered to be completed when the money is credited to Peach Club’ account or a third party, collecting fees on behalf of Creators.

9.6. The  Fan is solely responsible for ensuring that the payment made is correct and abiding by any taxes applicable in their own country of residence.

9.7. The  Fan is solely responsible for paying for third-party services (such as services communications, Internet, etc.) required to receive services.

9.8. Payments services of Peach Club are processed by a payment service provider acting on the basis of an agreement with Peach Club. All rights and obligations arising in relation to the payment process are directly between the payment service provider and the  Fan.

9.9. Peach Club does not process or have access to any of the  Fan’s personal payment or bank details provided in connection with the settlement of payments.

9.10. Peach Club does not store the details of bank cards on their resources, including servers, cloud storage, etc.

9.11. In the event of default in payment, Peach Club may suspend the continuation of all current orders, irrespective of the exercise of other rights.

10. CREATOR REMUNERATION AND PAY-OUT

10.1. When providing content available for purchase on Peach Club, the Creator will be required to select a price for the content. 

10.2. When a  Fan purchases content, Peach Club calculates the gross amount of the sale as the amount actually received by Peach Club from the  Fan. From this, Peach Club will subtract any Transaction Taxes and a 20% Service Charge, and any amounts paid to third parties in connection with the content to calculate the net amount of the sale.

10.3. Peach Club reserves the right to change the in Clause 10.2 described Service Charge at any time.

10.4. Peach Club is not responsible for currency conversion fees, wiring fees, or any other processing fees that you may incur. Your revenue report will show the sales price and your converted revenue amount.

10.5. Peach Club and the Creator each expressly agree and understand that they are creating an independent contractor relationship, and that the Creator shall not be considered an employee of Peach Club for any purpose. The Creator is not entitled to receive or participate in any medical, retirement, vacation, paid or unpaid leave, or other benefits provided by Peach Club to its employees. 

10.6. The Creator is exclusively responsible for all Social Security, self-employment, and income taxes, disability insurance, workers’ compensation insurance, any other statutory benefits otherwise required to be provided to employees, and all fees and licenses, if any, required for the performance of the services hereunder.

10.7. All funds eligible for Withdrawal will be held on your behalf at an account with Peach Club’ Payment Services Provider. All payment services, including withdrawal services, will be provided by Peach Club’ Payment Services Provider (currently Netbilling).

10.8. The Creator`s Peach Club profile can be associated with only one account from each Peach Club withdrawal method. A Payment Service Provider withdrawal account can be associated with only one Peach Club profile.

10.9. For security concerns, Peach Club may temporarily disable a Creator’s ability to withdraw revenue to prevent fraudulent or illicit activity. This may come as a result of security issues, improper behavior reported by other Users, or associating multiple Peach Club accounts to a single withdrawal provider.

11. KNOW YOUR CUSTOMER (“KYC”) AND ANTI MONEY-LAUNDERING (“AML”)

11.1. Peach Club has the right to know the real transaction background and purpose of the Users who use our Platform and Services. 

11.2. Users should always provide the real, comprehensive, accurate information required by Peach Club; if Peach Club has reasonable grounds to suspect that the User has provided false information, Peach Club is entitled to restrict the user from the use of the Platform and Services functions temporarily or permanently. 

11.3. Each User is allowed to create and use one account only. If a User will try to open multiple accounts, Peach Club shall have the discretion to not verify it and block it.

11.4. Peach Club has a strict obligation to assess all the transactions from the anti-money laundering and counter-terrorist financing regulations and report suspicious transactions.

12. SUBSCRIPTIONS AND PAYMENTS

12.1. Our Services may require payment of subscription fees and/or other ad-hoc or ancillary fees before you can access or use them (“Fees”). These Fees will be notified to you through our Platform. 

12.2. If you purchase a recurring subscription from us, the subscription period for your Account shall be renewed automatically at the expiry of each subscription period, until terminated successfully through our Platform. By purchasing the recurring subscription, you authorize us or our related corporations to automatically charge the Fees: 

12.2.1. upon the commencement of your first subscription period, upon expiration of any applicable trial period or at a date otherwise indicated by us; and 

12.2.2. on the renewal date of the subscription period thereafter, without any further action by you. 

12.3. Any Fees due in relation to your Account must be paid by their due date for payment, as notified to you through our Platform or otherwise. Failure to make timely payment of the Fees may result in the suspension or termination of your access to your Account and/or our Platform or any of the Services. 

12.4. Our Fees may be amended from time to time at our discretion. We will provide you reasonably advanced written notice of any amendment of recurring Fees. Your continued use of a recurring subscription will constitute acceptance of the amended Fees. 

12.5. You shall be responsible for any applicable taxes (including any goods and services tax) under these Terms.

12.6. All payments shall be made by using the payment methods specified by us from time to time. You acknowledge and agree that you are subject to the applicable user agreement of any third-party payment methods (currently Netbilling). We shall not be liable for any failure, disruption, or error in connection with your chosen payment method. We reserve the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.

12.7. We must receive payment in full no later than the day on which such payment is required to be paid in immediately available and freely transferable funds, without any restriction, condition, withholding, deduction, set-off or counterclaim whatsoever. 

12.8. Unless otherwise notified in writing by us, termination of your Account for any reason whatsoever shall not entitle you to any refund of the Fees. 

12.9. To the extent permitted by applicable law, payments are non-refundable. If you wish to cancel the Services, please contact us. We may at our sole and absolute discretion, offer a refund of Fees for a particular subscription period where no actions have been taken in respect of your Account and you have notified us in writing of your intention to terminate your subscription within 72 hours of you taking out your subscription. 

13. UPLOADING CONTENT

13.1. You irrevocably and unconditionally represent and warrant that any of your Content whether, images, photographs, videos, adult materials, etc (“Content”) uploaded to our Platform complies with the Wyoming`s statutory and common law consumer protection and data security provisions, the UK’s Data Protection Act (“DPA”) and the EU’s General Data Protection Regulation (“GDPR”) and any other applicable laws.

13.2. You are fully responsible for your Content uploaded to our Services. We will not be responsible, or liable to any third party, for:

13.2.1. the Content or accuracy of any Content or data uploaded or produced by you using the Services; or

13.2.2. the loss of any Content or data uploaded or produced by you using the Services. You should keep a record of all such Content and data. 

13.3. We will only use the Content uploaded by you for the purposes of carrying out the Services, carrying out our obligations in this Agreement and any other purpose expressly set out in this Agreement or otherwise agreed between us. We will not otherwise disclose or distribute the Content or data uploaded or produced by you using the Services, save for when required by law, a court of competent jurisdiction or any governmental or regulatory authority. 

13.4. We may use the Content or data uploaded or produced by you using the Services for the purpose of data analytics or to further develop our Services, Content for marketing and promotional reasons on socials and ads etc or machine learning. Any such Content shall be anonymised and used only for the purposes of improving the Services and our response to users of our Platform and Services. 

13.5. We have the right to disclose your identity to any third party claiming that any Content or data uploaded or produced by you to our Services constitutes a violation of their rights under applicable law.

13.6. You state that the following facts are accurate about your Content:

13.6.1. all persons depicted in your Content were at least 18 years old and the age of majority in your jurisdiction at the time of production;

13.6.2. you own or control all rights in and to the Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns;

13.6.3. you consent to be depicted in your Content;

13.6.4. if you will make your Content available for downloading by performers, you consent to have your Content downloaded;

13.6.5. you obtained and have kept on record written consent from all persons (including yourself) depicted in your Content, including consent to be depicted in the Content, consent to allow for the public distribution of the Content and to upload the Content to the Platform, and if the Content will be made available for downloading by performers, consent to have the Content downloaded;

13.6.6. you verified the identity and age of all persons depicted in your Content to ensure that all persons depicted are adults and you will be able to provide supporting documents on request;

13.6.7. if any Content contains the name, identity, likeness, and voice (or other biographical information) of another person, you have obtained the appropriate consents and licenses for your use of those features and that the Company and its affiliates and service providers, and each of their and the Company’s respective licensees, successors, and assigns, are allowed to use them to the extent indicated in this agreement;

13.6.8. your Content do not and will not infringe, violate, or misappropriate another person’s rights, including any copyright, service mark, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;

13.6.9. your Content do not and will not defame or disparage another person;

13.6.10. your Content include no viruses, adware, spyware, worms, or other harmful or malicious code; and

13.6.11. your Content otherwise comply with this agreement, the User Code of Conduct, credit card association standards, and applicable law.

13.7. You acknowledge that you are responsible for any Content you post, and you, not us, have full responsibility for that Content, including its legality, reliability, accuracy, and appropriateness. We are not liable to any person for the Content or accuracy of any Content posted by you or any other user. We use reasonable security measures to try to protect Content against unauthorized copying and distribution. However, we do not guarantee that any unauthorized copying, use, or distribution of Content will not occur. To the fullest extent allowed by applicable law, we will not be liable to you for any unauthorized copying, use, or distribution of your Content by third parties, and you hereby release and forever waive any claims you may have against us for any such unauthorized copying or use of the Content, under any equitable or legal theory. We provide the security measures “as is” and with no warranties, guarantees, conditions, or assurances that those security measures will withstand attempts to evade security mechanisms or that there will be no cracks, disablements, or other circumvention of those security measures.

14. SERVICE DATA 

14.1. If you wish to use our Platform and Services, we process the data you provide which may include Personal Data, and Special Category Data or non-personal data of you, your employees and your clients or service users that you make available to us (“Service Data”). 

14.2. You shall own all rights, title and interest in and to all of your Service Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of your Service Data. 

14.3. If we process any of your Service Data on your behalf when performing our obligations under this agreement, the parties record their intention that you shall be the data controller and we shall be a data processor and in any such case: 

14.3.1. you acknowledge and agree that your Service Data may be transferred or stored outside the USA or the country where you and the Users are located in order to carry out the Services and our other obligations under this agreement. 

14.3.2. you shall ensure that you are entitled to transfer your Service Data to us so that we may lawfully use, process and transfer the personal data in accordance with this agreement on your behalf; 

14.3.3. You shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; 

14.3.4. We shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by you from time to time; and

14.3.5. each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage. 

15. OBLIGATION TO COMPLY 

15.1. Creator’s certify that the Content upload to the Platform has been produced and records are being kept in accordance with 18 U.S.C. § 2257 et. seq., as modified from time to time, with the rules and regulations set forth in 28 C.F.R. § 75 et. seq., as modified from time to time, and any other applicable records keeping or age verification laws. 

15.2. Upon our request, Creator shall promptly deliver us legible copies (as may be lawfully redacted), of valid (as of the date of production of the Content) recognisable governmental photo identifications for any or all individuals appearing in any or all of Creator’s Content (demonstrating that each were at least 18 years of age on the day the Content was produced) together with the required identification forms, documents and releases. 

16. CONTRIBUTION LICENSE

16.1. By posting your text messages, comments and other media messages, (“Contributions”) to any part of the Platform, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image, and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sub-licenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

16.2. This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

16.3. We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Platform. 

16.4. You are solely responsible for your Contributions to the Platform, and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions. 

16.5. We have the right, in our sole and absolute discretion, 

16.5.1. to edit, redact, or otherwise change any Contributions; 

16.5.2. to re-categorise any Contributions to place them in more appropriate locations on the Platform; and 

16.5.3. to pre-screen or delete any Contributions at any time and for any reason, without notice. 

16.6. We have no obligation to monitor your Contributions. 

17. NO RELIANCE ON INFORMATION

17.1. Commentary and other materials posted on our Platform are not intended to amount to advice on which reliance should be placed; they are there for guidance purposes only.

17.2. Peach Club makes no representations, warranties or guarantees, whether express or implied, that the content on the Platform is accurate, complete or up to date.

18. CORRECTIONS

There may be information on the Platform that contains typographical errors, inaccuracies, or omissions that may relate to the Platform, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platform at any time, without prior notice.

19. TECHNICAL REQUIREMENTS AND RESPONSIBILITY

19.1. Users are responsible for ensuring that the technical requirements for access to and use of the respective services are met. 

19.2. This applies in particular to the hardware and operating system software used, the connection to the Internet, the firewall settings (if any) and the current browser software. The User shall carry out necessary and reasonable adjustment measures himself/herself and shall bear the costs for the Internet connection in order to be able to access the services.

19.3. Peach Club does not guarantee that the services offered can actually be used with the User’s device.

20. AVAILABILITY

20.1. Although we will try to provide continuous access to the Service, we cannot and do not guarantee that our Services will be available 95% of the time and will not be liable in the event our Services are unavailable. 

20.2. You acknowledge that availability of our Services depends further on your compliance with your usage allowances as per your selected plan and scheduled and emergency maintenance periods. We undertake to notify you of scheduled and unscheduled outages that are expected to take more than four (4) hours. 

21. END OF LIFE 

We reserve the right to End-Of-Life (EOL) the Service at our sole discretion and shall provide up to 3o days notification of such EOL event. If you prepaid Fees for a service which is subject to EOL, we will use commercially reasonable efforts to a) transition you to a substantially similar Service or b) upon our express written agreement, ensure the Service availability, without uptime guarantee or test bug fixes, patches, or enhancements to the Services.

22. SERVICE LEVELS AND SUPPORT 

22.1. We shall render all commercially reasonable efforts to provide technical support to assist you in using our Services. The total amount of technical support provided by us shall be governed under the fair use principle. 

22.2. We have no obligation to provide any support: 

22.2.1. for anything other than our Services; 

22.2.2. if you or a third party has altered or modified any portion of the Services; 

22.2.3. if you have not used the Services in accordance with the documentation or instructions provided by us; 

22.2.4. to anyone other than you.

22.3. The response time for contacts concerning technical support made by you will not exceed 72 hours. If the response time exceeds 72 hours, we will present you with a technical justification and define a new deadline for carrying out and completing the support service.

23. INTELLECTUAL PROPERTY RIGHTS

23.1. You acknowledge that all intellectual property rights in our Platform and Services anywhere in the world belong to us, that rights in our Platform are licensed (not sold) to you, and that you have no rights in, or to, our Platform other than the right to use them in accordance with these Terms.

23.2. Any intellectual property rights in content uploaded by you to our Platform shall continue to belong to you or their respective owners. You agree that you grant us a royalty-free and non-exclusive license to use, reproduce, publish, and display such intellectual property rights for the purposes of performing the Services, promotional purposes, internal administrative purposes and any other purposes set out in these Terms, including for the purpose of improving the Services and our responses to Users of the Platform. 

24. SUBMISSIONS

24.1. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Platform (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. 

24.2. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

25. PROHIBITED USES

25.1. You may use our Services only for lawful purposes. You may not use our Services:

25.1.1. to offer prostitution or escorting or partake in online exploitation and human trafficking as prohibited under Stop Enabling Sex Traffickers Act (SESTA) and the Fight Online Sex Trafficking Act (FOSTA).

25.1.2. in any way that breaches any applicable local or international laws or regulations;

25.1.3. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

25.1.4. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out in our prevailing terms and conditions as amended from time to time; and

25.1.5. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

25.2. You also agree:

25.2.1. not to reproduce, duplicate, copy or re-sell any part of our Services in contravention of the provisions of our Terms; and

25.2.2. not to access without authority, interfere with, damage or disrupt:

25.2.3. any part of our Services;

25.2.4. any equipment or network on which our Platform and Service is stored; 

25.2.5. any software used in the provision of our Services; or 

25.2.6. any equipment or network or software owned or used by any third party.

25.3. You acknowledge that you have no right to have access to our Platform in source code form.

26. SUSPENSION

26.1. We will determine, in our discretion, whether there has been a breach of these Terms through your use of our Platform. 

26.2. When a breach of this Agreement has occurred, we may take such action as we deem appropriate. 

26.3. Failure to comply with these Terms constitutes a material breach of these Terms upon which you are permitted to use our Platform, and may result in our taking all or any of the following actions:

26.4. immediate temporary or permanent cancellation of your right to use our Platform;

26.5. immediate temporary or permanent removal of any Contribution;

26.6. issuance of a warning to you;

26.7. legal proceedings against you for reimbursement of all costs on an indemnity basis (including but not limited to reasonable administrative and legal costs) resulting from the breach;

26.8. further legal action against you; and/or

26.9. disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

26.10. We exclude liability for actions taken in response to breaches of these Terms. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

27. PLATFORM MANAGEMENT

We reserve the right, but not the obligation to:

27.1. monitor the Platform for violations of these Terms; 

27.2. take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such User to law enforcement authorities;

27.3. in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof;

27.4. in our sole discretion and without limitation, notice, or liability, to remove from the Platform or otherwise disable all files and content that are excessive or are in any way burdensome to our systems;

27.5. otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform.

28. TERM AND TERMINATION

28.1. These Terms shall remain in full force and effect while you use the Platform. Without limiting any other provision of these Terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Platform (including blocking certain IP addresses), to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms or of any applicable law or regulation. We may terminate your use or participation in the Platform or delete your account and any content or information that you posted at any time, without warning, in our sole discretion. 

28.2. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

28.3. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

29. LIMITATION OF LIABILITY

29.1. We are not liable for the completeness, accuracy or correctness of any information and any related content in our Services and on our Platform. You expressly agree that your use of the Services and our Platform, including reliance on any content and information, is at your sole risk. 

29.2. You agree not to use the Services, our Platform and the related content for any resale purposes, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the Services, our Platform or any other website or software) for:

29.2.1. loss of profits, sales, business, or revenue;

29.2.2. business interruption;

29.2.3. loss of anticipated savings;

29.2.4. loss or corruption of data or information;

29.2.5. loss of business opportunity, goodwill or reputation; or

29.2.6. any other indirect or consequential loss or damage.

29.3. Nothing in these Terms shall limit or exclude our liability for:

29.3.1. death or personal injury resulting from our negligence; 

29.3.2. fraud; and/or

29.3.3. any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.

29.4. Our Platform is not intended to serve a record-keeping function and we shall not be liable for any loss of data or content. 

29.5. These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services and our Platform. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services and our Platform which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

30. INDEMNITY

You agree to indemnify and hold us, and our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors and assigns harmless from and against all claims, losses, expenses, damages and costs (including but not limited to direct, incidental, consequential, exemplary and indirect damages), and reasonable legal fees, resulting from or arising out of your act, default or omission, whether in your use of our Platform, Services, and/or any websites or software in relation thereto or otherwise, and whether in respect of your breach of these Terms or any laws or regulations or otherwise. 

31. BINDING ARBITRATION

31.1. If we are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. 

31.2. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA Website www.adr.org. 

31.3. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules.

31.4. The arbitration may be conducted in person in Buffalo, New York, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party.

31.5. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law.

32. CLASS ACTION WAIVER

The parties agree that (i) no arbitration proceeding hereunder whether a consumer dispute or a business dispute shall be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other customers or potential customers or persons similarly situated, and (ii) no arbitration proceeding hereunder shall be consolidated with, or joined in any way with, any other arbitration proceeding. The parties agree to arbitrate a consumer dispute or business dispute on an individual basis, and each waives the right to participate in a class action.

33. WAIVER OF JURY TRIAL

Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this agreement or the transactions contemplated hereby.

34. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

35. EUROPEAN ONLINE DISPUTE RESOLUTION

The European Commission provides an Online Dispute Resolution (OS) platform, which can be found at http://ec.europa.eu/consumers/odr/.

36. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

36.1. Visiting the website, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the website, satisfy any legal requirement that such communication be in writing.

36.2. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the website. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

37. OTHER IMPORTANT TERMS

37.1. We may transfer our rights and obligations under these Terms to another organization, but this will not affect your rights or obligations under these Terms. 

37.2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

37.3. No joint venture, partnership or agency or employment relationship has arisen by reason of these Terms.

37.4. These Terms and any document expressly referred to in it constitutes the entire agreement between us.

37.5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. 

37.6. Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect. 

37.7. These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its choice of law provisions.