Terms And Conditions
YOUR AGREEMENT TO THE TERMS AND CONDITIONS OF THIS MEMBERSHIP AGREEMENT (THE “TERMS”) IS REQUIRED FOR YOU TO BECOME A MEMBER OF THIS WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS, YOU WILL NOT BE ACCEPTED AS A MEMBER AND YOU WILL NOT BE PERMITTED TO ACCESS THE MEMBERS-ONLY PORTION OF THE WEBSITE. PLEASE READ ALL THE PROVISIONS OF THIS MEMBERSHIP AGREEMENT CAREFULLY. YOUR ACCEPTANCE OF THESE TERMS BY CLICKING THE “ENTER” BUTTON AT THE END OF THESE TERMS WILL CONSTITUTE YOUR ACKNOWLEDGEMENT THAT THESE TERMS 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 WWW.XOFFERS.COM (the “Website”) are You, the Member, and Offer Media, 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 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 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 Page is bypassed shall constitute an implicit acceptance by You of all the Terms 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 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 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.
4. GRANT OF LIMITED LICENSE WITH RESERVATIONS.
In consideration of certain representations and agreements made by You under the Terms, and subject to the Terms, the Company hereby grants You a limited, nonexclusive and nontransferable license to use the Website, including the materials contained therein, or made available through the Website (hereafter “Materials”, it being expressly understood and agreed that the term “Materials” shall also include the Website and any HTML code or design elements of the Website utilized in creating the Website) solely for Your personal 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. 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;
(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 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 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, 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. CODE OF CONDUCT
The Company reserves the right to waive or modify any of the Terms as they apply to a specific Posting and You without affecting the application of the Terms to all other postings and users. “Postings” means, but is not limited to, any text, links, images, communications, opinions, data, and any other content any person provides on the Website, including, but not limited to message boards, chats (discussion forums) blogs, wiki pages or otherwise. Your use of the Website, or any materials or services accessible through it, after such posting or notification constitutes your acceptance of such modifications. Your violation of any of the Terms may result in the suspension or termination of your access or use of the Website.
5.1 Certain functions of the Website that were never intended to provide a “forum” for persons interested in sharing adult themed entertainment and who wish to engage in discussion, exchange information and make friends with one another through the Website may inadvertently be utilized as such. The Company does not and cannot pre-screen or review every Posting; however, the Company may edit any Posting it considers, in its sole discretion, to violate the Terms, including removing any personally identifiable information.
5.2 Notwithstanding Section 5.1:
Use Common Sense: You are responsible for exercising your judgment in evaluating and acting on (or ignoring) other participants’ Postings on the Website. Remember, due to the anonymous nature of the Internet, other Website participants may not be who they say they are, know what they say they know or be affiliated with whom they say they are affiliated. You agree that the Company is not responsible for the accuracy of the content of the Website and will not be liable for any damages incurred as a result of the submission or use of any such content. Participants may post hypertext links to content hosted and maintained by third parties. The Company has no obligation to monitor these linked Websites, and is not responsible for them. Your access to any linked Websites is at your own risk, so you should use good judgment before you click on any link or access any linked Website.
No inappropriate material, spam or attacks: You agree not to upload, post or otherwise transmit any content (including but not limited to text, links, communications, software, images, sounds, data or other information) that:
Contains inappropriate content such as:
Signatures within messages or member names;
Posting any unlawful, fraudulent, libelous, defamatory, profane, threatening, abusive, hateful, offensive, or otherwise objectionable material of any kind;
Discussing illegal activity, or posting links to other Websites that deal with such activities;
Violating copyright or other intellectual property rights;
Posting or transmitting any information or software that contains a virus, Trojan horse, worm, cancelbots, time bombs, corrupted files, or other harmful or disruptive component; or
Posting a link that directs participants to any content or information that, if posted on the Website, would constitute a violation of the Terms.
Spam such as:
Advertisements for other web Websites and services, or other commercial solicitation;
Chain letters, pyramid schemes or securities offerings;
“Bombing” the Website or individual threads with repetitive, pointless or irrelevant Postings;
Excessive cross-posting; or
Postings that are unrelated to the Website.
Attacks such as:
“Flaming” other members or any entities in a manner that might incite or perpetuate a conflict or argument, including attacks of any kind;
Creating usernames to attack other participants’ identities (i.e., choosing a name almost identical for purposes of impersonation, slamming on someone through your name choice) Impersonating other individuals or falsely representing your identity or qualifications;
Posts made under secondary usernames or other aliases for the purpose of either supporting or belittling others; or
Posts that breach any users’ privacy, e.g., contain personal or sensitive information such as name, address, phone, email address or other identifying information.
5.3 COMPLIANCE WITH 18 U.S.C. 2257: Please be advised that pursuant to Federal law, any visual depictions that you post on the Website which portray actual human sexually explicit conduct, depictions of real genitals or pubic area, or simulated sexually explicit activity, as such terms are defined in 18 U.S.C. §2256 (2) (A)(i)-(iv) and 18 U.S.C. §2257A, require that you personally maintain the records required by 18 U.S.C. 2257 and must contain an 18 U.S.C. 2257 Record-Keeping Requirements Compliance Statement. Any failure to comply with the provisions of 18 U.S.C. 2257 may make you subject to criminal and civil prosecution for the violation of 18 U.S.C. 2257, and the Company will assist in providing requirements for all claims against you.
6. 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:
6.1 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
6.2 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
6.3 Any public location in which any part of the Website may be viewed by third parties who are not Members.
8.1 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.
8.2 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, Your username and password will be immediately removed from the system and You will not be entitled to receive the full benefits of Your Membership.
8.3 Termination for Convenience: The Company may, at any time and at its sole discretion, cancel any Membership for its convenience.
9. 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.
9.1. 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.
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 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 MATERIALS, 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.
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 AMOUNT OF ONE HUNDRED ($100.00) DOLLARS. 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 trademarks, logos, and service marks (collectively “Trademarks”) appearing on the Website, including the name of the Website, are the property of the Company and/or other parties. Nothing contained on the Website should be construed as granting any license or right to use any Trademark without the prior written permission of the party that owns such Trademark.
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 email@example.com.
17. VENUE AND JURISDICTION, CHOICE OF LAW, ARBITRATION.
This Agreement shall be governed by and construed under the laws of the State of New Jersey and the United States as applied to agreements between New Jersey 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 New Jersey. 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 the Terms.
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.