This Website Usage Agreement (“Agreement”) is between you (“User”) and Visual Chameleon Productions, LLC. (“Company”). In consideration of the right to access and use the Company’s Websites, www.TheSophiaJade.net, (“Website”), User agrees to the terms and conditions of use set forth in this Agreement. User’s continued use of the Website indicates User’s willingness to be legally bound by the terms and conditions of this Agreement as set forth below.1. Covenant to Read Agreement
User acknowledges that User has read the terms and conditions of use and accepts the terms thereof. USER AGREES TO READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING OR SUBSCRIBING TO THE WEBSITE. If User does not agree to these terms and conditions of use, User may not access or otherwise use the Website.
(a) You must be eighteen or over to register as a member of Website or Company and the viewing of Website’s or Company’s content is legal in your community. Membership in the Service is void where prohibited. By using and/or viewing this site, you represent and warrant that you have the right, authority, and capacity to enter into this agreement and to abide by all of the terms and conditions of this agreement and that you are at least 18-years old – who are interested in and wish to have access to visual images, verbal and written descriptions and audio sounds of a sexually oriented, and frankly erotic nature. The materials, which are available within this site may include graphic visual depictions and descriptions of nudity and sexual activity and should not be accessed by anyone who is younger than 18-years old or who is offended by such materials or who does not wish to be exposed to such materials.
(b) User will have certified that the pictures submitted are of individuals 18 years of age or older and all primary producers have certified that they have complied with 28 C.F.R. 75 thereby exempting Company from the record keeping requirements of 18 U.S.C. 2257(a)–(c). Company is not the primary or secondary producer (as defined in 18 USC section 2257 or subsequent case law) of any of the visual content contained in the Website.2. Company’s Control Over Website
(b) Company reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Website.
(c) Company reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request.
(d) The posting of content, profiles or other information (collectively, the “User Information”) on the Website is subject to the prior approval of Company. Company has the right, in its sole discretion, to use and post User’s name in connection with any User Information submitted by User. Company reserves the right, in its sole discretion, to edit, refuse to post, or to remove any information or materials, for any reason, including, but not limited to the User Information.
(e) Company reserves the right, at its sole discretion, to change, modify, add or remove any portion of this Agreement, in whole or in part, at any time. Notification of changes in the Agreement will be posted on the Website. Amendments to the Agreement will take effect immediately upon being posted to the Website, and User’s continued use of the Website constitutes User’s acceptance thereof.
(f) Company may change, suspend or discontinue any aspect of the Website at any time, including, but not limited to, content, database, hours of availability, and equipment needed for access or use.
(g) Company may also impose limits on certain features and services or restrict User’s access to parts or the entire Website without notice or liability.3. Intellectual Property Rights
(a) The Website is protected by copyright under United States copyright laws, international conventions, and other copyright laws. The Company’s logo, slogans, and other distinctive designs are protected by the state, national, and international laws of trademark, trade dress, and unfair competition.
(b) All materials contained within the Website (the “Content”) are protected by copyright, and are owned or controlled by Company or the party credited as the provider thereof. User will abide by any and all additional copyright notices, information, or restrictions contained in any Content on the Website. User will have certified that the pictures submitted are of individuals 18 years of age or older and all primary producers have certified that they have complied with 28 C.F.R. 75 thereby exempting Company from the record keeping requirements of 18 U.S.C. 2257(a)–(c). Company is not the primary or secondary producer (as defined in 18 USC section 2257 or subsequent case law) of any of the visual content contained in the Website.
(c) User MAY NOT download and make copies of the Content and other downloadable items displayed on the Website for personal, noncommercial use. Copying or storing of any Content for other than User’s personal, noncommercial use is expressly prohibited without the prior written consent of the Company or the copyright holder identified in the individual Content’s copyright notice.
(d) By posting messages and User Information, uploading files, inputting data or engaging in any other form of communication (individually or collectively “Communications”) to the Website, User hereby grants to Company a perpetual, world-wide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit, prepare derivative works based on, and otherwise exploit such Communications, subject to Section 4, Privacy, in all manners and in all media now known or hereafter developed.
(e) User hereby waives all rights to any claim against the Company for any alleged or actual infringements of any intellectual property rights, proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such Communications.4. Privacy and Disclaimers
User represents warrants and covenants:
(a) That User shall not upload post or transmit to or distribute or otherwise publish through the Website any materials which:
(i) Restrict or inhibit any other user from using and enjoying the Website,
(ii) Are unlawful, threatening, harassing, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent,
(iii) Constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law,
(iv) violate, plagiarize, or infringe the rights of third parties, including, but not strictly limited to, copyright, trademark, patent, rights of privacy or publicity or any other proprietary rights,
(v) contain any viruses, Trojan horses, worms, time bombs, cancel bots, or other harmful components that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information,
(vi) Contain any information, software or other material of a commercial nature,
(vii) Contain advertising of any kind, or
(viii) Constitute or contain false or misleading indications of origin or statements.
(b) User further promises not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any business being conducted on the Website. User may not take any action which imposes an unreasonable or disproportionately large load on the Website’s infrastructure (e.g., the sending of mass e-mail or junk mail, known as “Spamming”). User may not disclose to or share User’s account number or password with any third parties or use the password for any unauthorized purposes. User shall not link to the Website in any manner that would bypass the Website’s home page. User shall not “frame” the Website or any portion thereof.6. User’s Acknowledgments
(b) User acknowledges that transmissions to and from this Website are not confidential and that User’s Communications may be read or intercepted by others.
(c) User acknowledges that any reliance upon any opinion, advice, statement, memorandum, information, or other material contained in the Website or any of its links shall be at User’s own risk.
(d) User is responsible for any and all fees, taxes, and expenses which may be incurred through the use of this Website or as the result of the purchase of products/services from within it.7. Disclaimers
(a) The Website contains links and pointers to other World Wide Web Internet sites, resources, and sponsors of the Website. Links to and from the Website to other third party sites, maintained by third parties, do not constitute an endorsement by Company or any of its subsidiaries or affiliates of any third party resources, or their contents.
(b) The Company does not represent or endorse the accuracy or reliability of any advice, opinion, or other information displayed or distributed through the Website.
(c) Company is not an author or editor of materials posted to the Website by users, and Company is not responsible for any such materials posted thereby.
(d) Company disclaims any and all responsibility for content contained in any third party materials provided through links on the Website.
(e) Company’s sole responsibility and liability for goods and services offered through the Website, whether offered by the Company or third parties, is to refund the purchase price.
(f) Company will confirm acceptance of your order by email to the e-mail address you supply and the sending of this e-mail, whether or not the same is received by you, is confirmation of the details of the order and of the contract with us. Please make sure you provide us with the correct e-mail address and ensure that your email is in full working order.
(g) Company shall not be liable for any problems caused by you supplying faulty information (such as the wrong email address or wrong delivery address) or due to your failure to make any particular specification.
(h) No statements made in these terms or on this Web Site shall be deemed to affect the statutory rights of a consumer which cannot be restricted or excluded currently under the law.
(i) Every effort is made to ensure that the information featured on the website is correct, in the case of errors being made we will endeavor to remedy, replace or refund goods as quickly as possible from the time of being made aware of the situation.
(j) It is the responsibility of the customer to notify Company immediately if there are any delivery problems or if the goods ordered are unfit for purpose, not as described on the Web Site or not of satisfactory quality.
(k) All products and services and postage and packaging must be paid for in full prior to the dispatch of goods ordered unless agreed in writing. Once an order has been placed and processed it may not be cancelled without due cause.8. Termination
You may cancel your membership at any time by visiting: http://support.zombaio.com/
You hereby agree to be personally liable for any and all charges incurred by you until termination of membership for goods or services through your use of the Website. This Agreements provisions shall survive its termination, unless otherwise stated. Upon our processing of your request to cancel your membership, you will no longer have access to the non-public areas of the Website to which you were a member. Without limiting other remedies, the Website may immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate your access and use of the Website and refuse to provide our services to you at any time, with or without advance notice, if: (a) Website believes that you have breached any material term of these Terms and Conditions or the documents it incorporates by reference, (b) you fail to pay any amount due by the payment due date; (c) we are unable to verify or authenticate any information you provide to us; (d) we believe that your actions may cause legal liability for you, our users or us; or (e) Website decides to cease operations or to otherwise discontinue any of the Website or parts thereof. Further, you agree that neither Website nor any third party acting on our behalf shall be liable to you for any termination of your membership or access to the Website. You agree that if your account is terminated by Website, you will not attempt to re-register as a member without prior written consent from Website.9. Disclaimer of Warranty
The website contains links and pointers to other world wide web internet sites, resources and sponsors of the web site. Links to and from the website to other third party sites, maintained by third parties, do not constitute an endorsement by company or any of its subsidiaries or affiliates of any third party resources, or their contents.10. Indeminfication
To the extent permitted by applicable law, You agree to indemnify and hold harmless, and upon Company’s request, defend, Company, its directors, officers, employees, independent contractors and agents (each a “Company Indemnified Party”) from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, attorneys fees and court costs (collectively, “Losses”), incurred by a Company Indemnified Party and arising from or related to any of the following: (i) Your breach of any certification, covenant, obligation, representation or warranty in this Agreement; (ii) any claims that you have violated or infringed any third party intellectual property or proprietary rights including but not limited to any metadata, related trademarks and logos, or images and other materials that You provide to Company under this Agreement; or (iii) Your use of the Company’s Software or services.11. Dispute Resolution and Choice of Law
This Agreement shall be governed by the procedural and substantive laws of the United States, the State of California and Los Angeles County, notwithstanding any otherwise applicable choice or conflict of law provisions to the contrary. In the event that the parties cannot negotiate a resolution of any dispute, then the parties agree to submit their dispute to mediation, and then to arbitration, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The place of any meditation or arbitration shall be Los Angeles, California. The prevailing party in any arbitration shall be entitled to reasonable attorneys fees and expenses.12. Equitable Relief
Notwithstanding the foregoing, User acknowledges that the performance of its obligations hereunder and the rights and licenses assigned to Company hereunder may be of a unique, unusual, extraordinary and intellectual character which could give them a special value, the loss of which may not be reasonably or adequately compensated in damages in an action at law, that a breach by User of this Agreement may cause Company great and irreparable injury and damage and, therefore, while expressly reserving all of Company’s rights and remedies hereunder, Company will be entitled to seek injunctive relief to prevent such injury or damage.13. Merger
This Agreement shall not be terminated by the merger or consolidation of Company into or with any other entity.14. Confidentiality
Other than as may be required by law, or governmental authority, the parties agree that neither of them shall publicly divulge or announce, or in any manner disclose to any third party any of the specific terms and conditions of this Agreement and the parties further warrant and agree that none of their officers and directors will do so as well.15. Assignment/Modification
Neither party shall assign their rights or delegate their duties hereunder without written consent of the other party. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto16. Headings
Paragraph headings, as used in this Agreement, are for convenience only and are not a part hereof, and shall not be used to interpret any provision of this Agreement.17. Waiver
Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.18. Entire Understanding
This document constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.19. Unenforcability of Provisions
If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.20. Notices
Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given. Notices to Company shall be sent to Visual Chameleon Productions, LLC., 220 W. Spazier Ave, Burbank, California, 91502 USA. Any party hereto may change its address for purposes of this Paragraph by written notice given in the manner provided herein.21. Counterparts
This Agreement may be executed shall be as valid and enforceable under the Uniform Electronic Transactions Act as well as US ESign Act of 2000 as the original signature.