BY CLICKING THE “I AGREE” BUTTON OR ACCESSING OR USING ANY PART OF THE SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT AND THE TERMS AND CONDITIONS REFERENCED HEREIN, WHETHER OR NOT YOU REGISTERED AS A MEMBER. IF YOU DO NOT AGREE TO BE SO BOUND, DO NOT ACCESS OR USE THE WEB SITE. INTERNET TECHNOLOGY AND THE APPLICABLE LAWS, RULES, AND REGULATIONS CHANGE FREQUENTLY. ACCORDINGLY, N4D RESERVES THE RIGHT TO MAKE CHANGES TO THIS AGREEMENT AT ANY TIME. YOUR CONTINUED USE OF THE SITE AND SERVICES CONSTITUTES ASSENT TO ANY NEW PROVISION OF THIS AGREEMENT THAT MAY BE POSTED ON THE WEB SITE.
You must be at least eighteen (18) years of age to register with the Site or use the Site. By using the 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.
This Agreement will remain in full force and effect while you use the Site and/or are registered with the Site.
Representations and Warranties.
Each party represents and warrants to the other party: (i)that it has the full power and authority to enter into and perform its obligations under this Agreement; (ii)the assent to and performance by it of its obligations under this Agreement do not constitute a breach of or conflict with any other agreement or arrangement by which it is bound, or any applicable laws, regulations or rules; and (iii)this Agreement contains legal, valid and binding obligations of the parties executing or assenting to this Agreement, enforceable in accordance with its terms and conditions.
You represent and warrant to N4D that: (i)you will not infringe the patent, copyright, trademark, trade secret, right of publicity or other right of any third party in your use of the Site and (ii)you will comply with all applicable laws, rules and regulations in your use of the Site.
In your use of the Site, you may not: (i)infringe any patent, trademark, trade secret, copyright, right of publicity or other right of any party; (ii)disrupt or interfere with the security or use of the Site or any web sites linked to the Site; (iii)interfere with or damage the Site, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology; (iv)attempt to use another’s user name or password, impersonate another person or entity, misrepresent your affiliation with a person or entity, including without limitation N4D, or use a false identity; (v)attempt to obtain unauthorized access to the Site or portions of the Site that are restricted from general access; (vi)engage, directly or indirectly, in transmission of “spam,” chain letters, junk mail or any other type of unsolicited solicitation; (vii)collect, manually or through an automatic process, information about other users without their express consent or other information relating to the Site; (viii)submit false or misleading information to N4D; (ix)engage in any activity that interferes with any third party’s ability to use or enjoy the Site; or (x)assist any third party in engaging in any activity prohibited by this Agreement.
All materials on the Site, including without limitation, the N4D logo, design, text, graphics, other files, and the selection and arrangement thereof are either owned by N4D or are the property of N4D’s suppliers or licensors. You may not use such materials without permission.
NOT4DATING™ and the NOT4DATING logo™ are trademarks owned by N4D. Page headers, custom graphics, button icons and scripts are trademarks or trade dress of N4D. You may not use any of these trademarks, trade dress, or trade names without express permission of N4D. N4D will retain ownership of its intellectual property rights and you may not obtain any rights therein by virtue of this Agreement or otherwise.
You will have no right to use, copy, display, perform, create derivative works from, distribute, have distributed, transmit or sublicense from materials or content available on the Site. You may not use any third-party intellectual property without the express written permission of the applicable third party, except as permitted by law.
Content Posted by You
You will not post on the Site or transmit to N4D members, any obscene, abusive, harassing or illegal material or any material that infringes or violates another party’s rights. You will not provide misleading or false information to N4D or to other members. N4D may review and delete any content which, in N4D’s sole discretion, violates this Agreement or which might be offensive, illegal, or that might violate the rights or threaten the safety of other members. By posting information on the Site, you automatically grant to N4D an irrevocable, perpetual, non-exclusive, royalty-free, worldwide license to use the information and prepare derivative works thereof, and to grant and authorize sublicenses of the foregoing.
Linking and Framing
You may not deep link to password-protected portions of the Site; or frame, inline link, or similarly display any N4D content or property, including, without limitation, the Site.
You may obtain information that is confidential and proprietary to N4D. Such information (“Confidential Information”) may include, without limitation, consumer information, product information, marketing information, and confidential communications from N4D. You shall keep all Confidential Information confidential and not disclose it to any third party. Further, you shall not use the Confidential Information for any purposes.
You agree to hold N4D and its employees, representatives, agents, attorneys, affiliates, directors, employees, officers, managers and shareholders (the “Indemnified Parties”) harmless from any damage, loss, cost or expense (including without limitation, attorneys’ fees and costs) incurred in connection with any third-party claim, demand or action (“Claim”) brought or asserted against any of the Indemnified Parties: (i)alleging facts or circumstances that would constitute a breach of any provision of this Agreement by you or (ii)arising from, related to, or connected with your use of the Site. If you are obligated to provide indemnification pursuant to this provision, N4D may, in its sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limitation of the foregoing, you may not settle, compromise or in any other manner dispose of any Claim without the consent of N4D.
Disclaimers, Exclusions and Limitations
N4D PROVIDES THE ON AN “AS IS” AND “AS AVAILABLE” BASIS. N4D DOES NOT REPRESENT OR WARRANT THAT THE SITE, ITS USE, OR ANY INFORMATION THEREFROM: (I)WILL BE UNINTERRUPTED, (II)WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III)WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE.
N4D DOES NOT SCREEN ITS MEMBERS, CONDUCT BACKGROUND CHECKS ON ITS MEMBERS, OR CONFIRM THE ACCURACY OF THE STATEMENTS OF ITS MEMBERS. N4D MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE CONDUCT OF MEMBERS. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER N4D MEMBERS
N4D MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.
N4DWILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE SITE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation of Liability
EXCEPT FOR A BREACH OF A PARTY’S REPRESENTATIONS AND WARRANTIES OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SITE EXCEED $100.
N4D will not be liable for failing to perform under this Agreement by the occurrence of any event beyond its reasonable control, including, without limitation, a labor disturbance, an Internet outage or interruption of service, a communications outage, failure by a service provider to N4D to perform, fire, terrorism, natural disaster or war.
All disputes arising out of or relating to this Agreement (including its formation, performance or alleged breach) or your use of the Site will be exclusively resolved under confidential binding arbitration held in New York, New York before and in accordance with the Rules of the American Arbitration Association. The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Notwithstanding the foregoing, N4D will have the right to seek injunctive or other equitable relief in state or federal court located in New York, New York to enforce this Agreement or prevent an infringement of a third party’s rights. In the event equitable relief is sought, each party hereby irrevocably submits to the personal jurisdiction of such court.
Waiver of Class Action Rights
By entering into this Agreement, you hereby irrevocably waive any right you may have to join claims with those of others in the form of a class action or similar procedural device. Any claims arising out of, relating to, or connected with this Agreement must be asserted individually.
Limitation of Actions
You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connected with your use of the Site must be filed within one calendar year after such claim or cause of action arises, or forever be barred.
Changes to the Web Site or Service
N4D may, in its sole discretion, change, modify, suspend, make improvements to or discontinue any aspect of the Site, temporarily or permanently, at any time without notice to you, and N4D will not be liable for doing so. Without limiting the foregoing, and notwithstanding anything contained in this Agreement, N4D will have the right from time to time to change the amount of the fees or institute new fees relating to the Site. Further, N4D may impose limits on the amount of storage space for members, or delete materials: (i)stored for an excessive period of time; (ii)that are out-of-date; or (iii)relating to an inactive member account.
N4D will have the right to terminate your account or your access to the Web Site if it reasonably believes you have breached any of the terms and conditions of this Agreement or N4D discontinues the Site.
Effect of Termination
If your account is terminated, N4D may delete any web sites, files, graphics or other content or materials relating to your use of the Site on N4D’s servers or otherwise in its possession and N4D will have no liability to you or any third party for doing so. Following termination, you will not be permitted to use the Site. If your account or your access to the Site is terminated, N4D reserves the right to exercise whatever means it deems necessary to prevent unauthorized access to the Site, including, but not limited to, technological barriers, IP mapping, and direct contact with your Internet Service Provider.
This Agreement will survive indefinitely unless and until N4D chooses to terminate it, regardless of whether any account you open is terminated by you or N4D or if you have the right to access or use the Site.
This Agreement contain the entire understanding of the you and N4D regarding you and N4D regarding the use of the Site, and supersedes all prior and contemporaneous agreements and understandings between you and N4D regarding the use of the Site.
Notices and Electronic Communications
All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i)hand delivery, (ii)certified U.S. mail, return receipt requested, postage prepaid, (iii)overnight courier, or (iv)electronic mail. If you give notice to N4D, you must use the address shown on the Site. If N4D provides notice to you, it will use the contact information provided by you to N4D. All notices will be deemed received and effective as follows: (i)if by hand-delivery, on the date of delivery, (ii)if by delivery by U.S. mail, on the date of receipt appearing on a return receipt card, (iii)if by overnight courier, on the date receipt is confirmed by such courier service, or (iv)if by electronic mail, 24 hours after the message was sent, if no “system error” or other notice of non-delivery is generated. Each party agrees that any notice that it receives from the other party electronically satisfies any legal requirement that such communications be in writing.
This Agreement will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the state of New York without regard for conflict of law principles. This Agreement and all of your rights and obligations under them (including, without limitation, your membership, if any) will not be assignable or transferable by you without the prior written consent of N4D. No failure or delay by a party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement. You and N4D are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect.