LEGAL NOTICE: YOUR AGREEMENT TO THE TERMS AND CONDITIONS OF THIS MEMBERSHIP AGREEMENT IS REQUIRED FOR YOU TO BECOME A MEMBER OF THIS WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU WILL NOT BE ACCEPTED AS A MEMBER AND YOU WILL NOT BE PERMITTED TO ACCESS OR VIEW THE CONTENT IN THE MEMBERS-ONLY PORTION OF THE WEBSITE.
PLEASE READ ALL THE PROVISIONS OF THIS MEMBERSHIP AGREEMENT CAREFULLY. YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS BY CLICKING THE “ENTER” BUTTON AT THE END OF THESE TERMS AND CONDITIONS WILL CONSTITUTE YOUR ACKNOWLEDGEMENT THAT THESE TERMS AND CONDITIONS CONSTITUTE A BINDING AND ENFORCEABLE AGREEMENT BETWEEN YOU AND THE WEBSITE.
1. PARTIES TO THIS AGREEMENT AND CONSIDERATION.
The parties to this Membership Agreement (the “Agreement”) for http://simplysmut.com (the “Website”) are You, the Member, and Helping Hand Enterprises, LLC (the “Company“). As used in this Agreement, the terms “we,” and “us” are used interchangeably to refer to the Company and the Website; the term “You” and “Your” is used to refer to You, the Member.
1.1 Subject to Your acceptance of the terms and conditions set forth in this Agreement (as evidenced by your submission of an application for Membership), the Company agrees to provide to You all the privileges of Membership including access to the Members-only areas of the Website which are available to a Member in good standing.
1.2 You agree that this Agreement is subject to change by the Company at any time and changes shall become effective upon notice to Members by e-mail, posting at or via hyperlink to the Website, or by mail. You may not alter, delete, add or change or edit any of these terms and conditions, and any such attempted alteration shall be void and of no effect.
1.3 You agree any action on Your part to bookmark to a page on this Website whereby the Warning Page, and/or the Terms and Conditions of Members Page is bypassed shall constitute an implicit acceptance by You of all the Terms and Conditions set forth herein as well as an explicit acknowledgement by You of the fact that You are an adult and have achieved the Age of Majority. For the purposes of this Agreement, the term, “Age of Majority” shall be defined as eighteen (18) years of age (or older depending upon the laws of your state, province or country).
2. SEXUALLY EXPLICIT MATERIAL.
ALL MATERIALS, INCLUDING MESSAGES, AND OTHER COMMUNICATIONS, CONTAINED AT THE WEBSITE ARE INTENDED FOR DISTRIBUTION EXCLUSIVELY TO CONSENTING ADULTS IN LOCATIONS WHERE THE MATERIALS, MESSAGES AND OTHER COMMUNICATIONS CONTAINED AT THE WEBSITE DO NOT VIOLATE ANY COMMUNITY STANDARDS OR ANY FEDERAL, STATE OR LOCAL LAW OR REGULATION OF THE UNITED STATES OR ANY OTHER COUNTRY. NO PERSONS UNDER THE AGE OF MAJORITY MAY DIRECTLY OR INDIRECTLY VIEW OR POSSESS ANY OF THE CONTENTS OF THE WEBSITE OR PLACE ANY ORDERS FOR MATERIALS ADVERTISED AT OR IN THE WEBSITE. 2.1 YOU HEREBY ACKNOWLEDGE AND REPRESENT THAT YOU KNOW AND UNDERSTAND THAT THE MATERIALS PRESENTED AT, DOWNLOADABLE FROM, AND/OR ABLE TO BE PURCHASED FROM THE WEBSITE INCLUDE EXPLICIT PICTORIAL, VIDEO, AUDIO, AND/OR TEXTUAL DEPICTIONS OF SEXUAL ACTIVITIES; THAT YOU ARE FAMILIAR WITH MATERIALS OF THIS KIND; THAT YOU ARE NOT OFFENDED BY SUCH MATERIALS; AND THAT BY AGREEING TO THESE TERMS AND CONDITIONS YOU ARE WARRANTING TO THE COMPANY THAT YOU ARE INTENTIONALLY AND KNOWINGLY SEEKING ACCESS TO SUCH EXPLICIT SEXUAL MATERIALS FOR YOUR OWN PERSONAL ENJOYMENT.
3. AGE OF MAJORITY.
NO PERSONS UNDER THE AGE OF MAJORITY MAY DIRECTLY OR INDIRECTLY VIEW OR POSSESS ANY OF THE MATERIAL OR PLACE ANY ORDERS FOR ANY GOODS OR SERVICES ADVERTISED AT, IN OR THROUGH THE WEBSITE. 3.1 YOU HEREBY FURTHER AFFIRM AND WARRANT THAT YOU ARE CURRENTLY OVER THE AGE OF MAJORITY AND ARE CAPABLE OF LAWFULLY ENTERING INTO AND EXECUTING THE TERMS OF THIS AGREEMENT.
4. GRANT OF LIMITED LICENSE WITH RESERVATIONS.
In consideration of certain representations and agreements made by You under the terms and conditions of this Agreement, and subject to the terms and conditions set forth in this Agreement, the Company hereby grants You a limited, nonexclusive and nontransferable license to use the materials contained in, or made available through this Website (hereafter “Materials”) solely for Your private personal non-commercial use, as provided by the Company during the period in which You are a Member in good standing.
4.1 You acknowledge and agree that all Materials contained at the Website are proprietary and constitute valuable intellectual property owned either by the Company or others who have licensed use of such Materials to the Company. You acknowledge and agree that as such You may access, view, download, receive and otherwise use the Materials available at the Website only as specifically authorized by the Company and in accordance with the terms and conditions of Your Membership, only on one computer at a time and, if downloadable copies of the Materials are made available to You by the Website, You may make only a single copy of such Materials for Your own personal noncommercial use and enjoyment. You further acknowledge that the Company specifically prohibits you from doing any of the following acts, and you agree not to do any of these prohibited acts:
(a) permitting other individuals to directly or indirectly use the Materials;
(b) modifying, translating, reverse engineering, decompiling, disassembling the Materials (except to the extent applicable laws specifically prohibit such restriction);
(c) making copies or creating derivative works based on the Materials, except as provided herein;
(d) renting, leasing, or transferring any rights in the Materials;
(e) removing any proprietary notices or labels on the Materials; and
(f) making any other use of the Materials not expressly permitted herein.
4.2 You further represent and warrant to the Company that your agreement to these terms and conditions constitutes an agreement that You shall not access, or attempt to access, any Materials available at the Website in a manner not expressly authorized by the Company. You agree and warrant that You shall at no time access, view, download, receive or otherwise use, or cause or enable others to access, view, download, receive or otherwise use Materials, directly or indirectly in places which the Company does not authorize such access, viewing, downloading, receipt or other use.
4.3 You hereby acknowledge that you understand that the Company (and all persons affiliated therewith) does not authorize the accessing, viewing, downloading, duplication, receiving, transmission, broadcasting or other use of the Materials contained on the Website to or by any person, INCLUDING YOU, who is located in any of the areas designated as PROHIBITED AREAS.
4.4 You further acknowledge that you understand and agree that any and all unauthorized access, viewing, downloading, receipt, duplication or other use of Materials from the Website, in which You are directly or indirectly involved, including, but not limited to accessing, viewing, downloading, receiving or other use of Materials in PROHIBITED AREAS in any manner shall constitute intentional infringement(s) of the Company’s and others’ intellectual property rights and other rights in such Materials and shall further constitute a violation of Company’s trademark and other rights, including, but not limited to, rights of privacy.
5. PROHIBITED AREAS.
All of the following areas constitute PROHIBITED AREAS from which no part of the Website may be accessed, viewed, downloaded or otherwise received:
5.1 All parts of the following countries: Afghanistan, Germany, Kuwait, Iran, Iraq, Japan, Jordan, Libya, Pakistan, The Republic of China, Singapore, Saudi Arabia, Syria, The United Arab Emirates; and
5.2 All parts of every other geophysical place or jurisdiction corresponding to a political entity or part thereof in which the access, viewing, downloading, dissemination of, or other use of the materials contained in the Website would constitute a violation of any law, regulation, rule or custom, including the contemporary community standards of that jurisdiction with respect to the viewing, accessing or other use by adults of materials which consist of graphic, sexually explicit content; and
5.3 Any public location in which any part of the Website may be viewed by third parties who are not Members.
7. “MEMBERSHIP”; CANCELLATION.
7.1 TO CANCEL YOUR MEMBERSHIP YOU MUST NOTIFY THE COMPANY OF YOUR CANCELLATION BY ACCESSING YOUR ACCOUNT INFORMATION AND FOLLOWING THE PROCEDURE FOR CANCELLATION SET FORTH ON THE WEBSITE.
7.2 You hereby acknowledge and agree that if You request the Company to cancel Your Membership, or if Your Membership is cancelled by the Company for breach of this Agreement.
7.3 Termination for Convenience: The Company may, at any time and at its sole discretion, cancel any Membership for its convenience; provided, however, that if the Company cancels any Membership for convenience.
8. TRANSFER OF ASSIGNMENT OF MEMBERSHIP.
You agree that as a Member of the Website you shall not, under any circumstances, have the right to transfer or assign your Membership to any other person or entity, and that any attempted transfer or assignment of a Membership shall be void.
8.1. Your further agree that the Company, may at any time at its sole discretion and without prior notice to you, transfer or assign Your Membership in the Website to an affiliated or non-affiliated company.
9. PAYMENT AUTHORIZATION; LOST/STOLEN OR FRAUDULENT USE OF CARD.
Payment for “membership” at, and/or through the Website may be made by credit card debit and You hereby authorize Company and its agents to transact such payments on Your behalf.
9.1 You hereby agree and authorize Company or its designated agent or assignee to charge Your credit card (or other approved facility) for any and all purchases.
9.2 You further agree that as a Member of the Website, You must promptly inform Company of any and all the following: changes in home or billing address; apparent breaches of security regarding Your Membership, such as loss, theft, unauthorized disclosure or use of an ID or password; and all other changes pertaining to Your account used to pay for purchases on http://simplysmut.com pursuant to this Agreement which may affect Company’s ability to expeditiously obtain payments due to Company. You agree that You will remain liable for any unauthorized use of Website or any of its services associated with your Membership, until You have notified Company’s Customer Service by electronic mail at email@example.com.
9.3 You hereby agree that any fraudulent reporting of a lost or stolen credit card used to obtain “membership” from the Website or any fraudulent reporting of an unauthorized charge to Website on Your credit card which has been made by You or anyone under Your authority.
9.4 You further acknowledge and agree that You will remain liable to the Company for any unauthorized use of the Website associated with Your Membership.
10. PASSWORD SECURITY.
Any passwords used for the Website are for individual use only. Each Member must keep his password strictly confidential and You agree that if You share Your unique Login name and/or Your Password with another individual that Your access to the Website is subject to immediate termination without notice or reimbursement of any kind. Additionally, You will be completely and totally responsible for the security of your password. Company will be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that Company considers insecure, Company will be entitled to require the password to be changed and/or terminate your membership.
11. NO WARRANTIES; LIMITATIONS ON COMPANY’S LIABILITY.
YOU HEREBY AGREE THAT THE MATERIAL, AND ALL OTHER SERVICES PROVIDED TO YOU BY COMPANY, ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THE AVAILABILITY, ACCURACY, OR CONTENT OF MATERIALS, INFORMATION, PRODUCT OR SERVICES, AND THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THE COMPANY EXPRESSLY DISCLAIMS SUCH WARRANTIES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE MATERIAL, AND ALL SERVICES PROVIDED BY COMPANY, IS BORNE EXCLUSIVELY BY YOU. SHOULD THE MATERIAL, OR ANY OTHER SERVICE PROVIDED BY COMPANY, PROVE DEFECTIVE AND/OR CAUSE ANY DAMAGE TO YOUR COMPUTER OR INCONVENIENCE TO YOU, YOU, AND NOT COMPANY, ASSUME THE ENTIRE COST AND ALL DAMAGES WHICH MAY RESULT DIRECTLY AND INDIRECTLY FROM ANY AND ALL SUCH DEFECTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. SOME STATES AND COUNTRIES DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION. UNDER NO CIRCUMSTANCES, AND UNDER NO CAUSE OF ACTION OR LEGAL THEORY, SHALL THE COMPANY, ITS SUPPLIERS, LICENSEES, RESELLERS, OR OTHER MEMBERS OR USERS OF THE WEBSITE, OR THEIR SUPPLIERS, LICENSEES, OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES RESULTING FROM ANY USE OF MATERIALS OR OTHER USE OF THE WEBSITE.
11.1 ANY LIABILITY OF COMPANY, INCLUDING, WITHOUT LIMITATION, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OR ACTION, SHALL BE STRICTLY LIMITED TO THE MEMBERSHIP PRICE PURCHASED BY MEMBER IN THE MOST RECENT TRANSACTION BETWEEN COMPANY AND MEMBER. SOME STATES AND COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. COMPANY IS NOT LIABLE FOR DAMAGES RESULTING FROM DISSEMINATING, FAILING TO DISSEMINATE, OR INCORRECTLY OR INACCURATELY DISSEMINATING ANY MATERIAL, DATA, ADVERTISEMENT OR OTHER COMMUNICATION AT OR THROUGH THE WEBSITE.
12. NO SCREENING OF THIRD PARTY CONTENT/LIMITATION OF LIABILITY.
12.1 You acknowledge that You understand that the Company does not screen or endorse the content of any advertisements or communications submitted to or posted on the Website by third-party licensees, advertisers, users of the Website or other persons, nor does the Company exercise any editorial control, prior screening or supervision over such content. Users are therefore advised to use their own judgment to evaluate all advertisements and other communications available at or through the use of the Website prior to purchasing goods and/or services described at the Website or otherwise relying on or responding to any communication or information posted on, or accessed through the use of the Website.
12.2 Links To Third-Party Sites. You might access some of the content of the Website via hyperlinks that will connect You to third parties, or to third-party websites that may provide content to the Website. Those linked websites are not under the control of Company and Company has no editorial control or supervision over selection or display of the content provided by those third parties or those third-party websites. Company is providing You links to those third-party websites only as a convenience, and the inclusion of any link on Company’s Website does not imply endorsement by Company of any other website or the content of any such website. The owners and operators of all third-party websites are solely responsible and liable for the content they provide to You.
13. TRADEMARK AND SERVICE MARK.
The name of the Website is a service mark of the Company. No use of this mark shall be permitted except through the prior written authorization and permission of Company. All rights reserved.
14. AUTHORIZATION/PERMISSION TO SEND SEXUALLY-ORIENTED EMAILS.
You hereby authorize and permit notices, advertisements, E-mail and other communications to be sent to You from Company or its authorized agents, assigns, representatives, advertisers and contractors by means of e-mail, including without limitation e-mails, advertisements, notices and other communications. Moreover, You agree that Your authorization and permission to Company to send You such materials and communications shall continue to be in effect unless and until You notify Company that You wish to be deleted from Company’s email list.
15. OPT-OUT AND CANCELLATION PROVISIONS.
At any time, You may opt out of future e-mailings and cancel Your receipt of future e-mailing from the Company by clicking the unsubscribe link at the bottom of each e-mail.
16. NOTICES TO COMPANY OR MEMBERS.
Notices from the Website to Members may be given by means of electronic messages, by general posting on the Website. Communications from You to the Company may be made by electronic messages only. All notices to the company shall be sent by electronic mail only to firstname.lastname@example.org.
17. VENUE AND JURISDICTION, CHOICE OF LAW, ARBITRATION.
This Agreement shall be governed by and construed under the laws of the State of California and the United States as applied to agreements between California state residents entered into and to be performed within the State of California, except as governed by Federal law. The parties hereby consent to the exclusive jurisdiction and venue in the state and federal courts in the State of Colorado. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
18. UNENFORCEABILITY OF PROVISIONS.
If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.
19. AFFIRMATION OF AGREEMENT.
By joining this Website, you hereby acknowledge and affirm that you have read this entire agreement and that you AGREE to all its terms and conditions by and by authorizing the use of your credit card for payment of charges and fees for you maintaining a Membership to the Website and for any other charges which you may incur for goods or services ordered at or in association with the Website.
21. ENTIRE AGREEMENT.
This Agreement contains the entire agreement between the Member and Company regarding Members’ use of the Website, and all materials directly and indirectly related thereto. This Agreement supersedes all prior written and oral understandings, writings, and representations and may only be amended upon notice by Company.