4.3 Payouts to Creators.
- A third-party payment provider approved by us will receive all Buyers Payments.
WE collect all the the Buyer’s Payment and make share of revenues on your dashboard, you can view all details for each purchase via transactions section on your creator dashboard, we split revenues as :
- pay Our Fee on the Buyer Payment to an account held in our name; and
- pay the Creator Earnings to your bank account provided and verified by you while registering creator account with us.
- We receive the Buyer Payment in full from the relevant payment provider. We will deduct Our Fee from the Buyer Payment and then will hold the Creator Earnings on your behalf.
- Your Xuppi account will be updated within a reasonable time with your Creator Earnings. Your Creator Earnings will become available for withdrawal by you from your Xuppi account once It is cleared by payment gateway. You can see uncleared payment as pending balance.
- To make a withdrawal of Creator Earnings from your account, you must have at least the minimum payout amount in your account. Please click on the Banking page on your account to see what the minimum payout amount is for your country of residence and Payout Option.
- The amount that you see in your ‘current balance’ in your account is your Creator Earnings at the relevant time. All Buyers Payments and Creator Earnings will be reflected in your local currency as per your country of residence after making exchange rate from different currencies. Your bank may charge you currency conversion or transfer fees to receive the money. Additionally, your e-wallet company may charge you a fee for accessing the money. We do not have control over currency exchange rates or charges imposed by your bank or your e-wallet company, and we are not responsible for paying any charges imposed by your bank or your e-wallet company.
- If a Buyer successfully seeks a refund or chargeback from their credit card provider in respect of a Buyer Payment, we may investigate and may decide to deduct from your account an amount equal to the Creator Earnings earned by you on the charged-back or refunded amount.
- Except for Payout Options involving payment by direct bank transfer from us, we do not store any data disclosed by you when you register your Payout Options with a third-party payment provider.
4.4 Chargeback/Disputed Payments
In case of chargebacks claimed by users or disputes raised on any payments, Xuppi holds no responsibility for the authenticity of such chargeback and will abide by the final judgement passed by the Payment Gateway and the Bank that has issued the Credit Card, Debit Card or any other medium of completing the transaction, including Wallets and UPI services.
- In the unfortunate event of such chargebacks or disputes, Xuppi shall make honest efforts in recovering the lost amount from the user and expect cooperation from the Creators and may even reach out to the Creator to gather evidence and supporting documents to be submitted to the clearing Banks and Payment Gateways. However, since Xuppi has no control over these chargebacks or disputes, in whatsoever form, the Creator payout relating to such transactions shall be withheld by the platform until the amounts are unconditionally cleared by the clearing banks and payment gateways.
- Creator shall not hold Xuppi or any of its representatives responsible for such withholding of the amounts.
4.5 Risk Transaction Policy
Xuppi holds all its clients and Creators in very high esteem. To ensure smooth functioning of the platform and a seamless experience to both Customers and Creators, we have an internal team which keeps a tab on all the transactions.
If any of the transactions are identified as suspicious or risky by the internal risk team, in any manner possible, Xuppi shall be eligible to classify these transactions into ‘Suspense Account’.
The kind of transactions that may fall into this category include: Credit Card/UPI/Payment Wallet/Debit Card or other payment method wherein the details of the Customer do not match to the payment method used for transaction. Also, wherein a high spender on the platform spends a considerable amount only on one or a particular set of Creator/s.
On any transactions being identified as ‘Risk Transactions’, neither the Customer; nor the Creator shall get credit for such purchases into their respective accounts till such time these entries are cleared by the Banking channels through which the transactions are done. The holdback for such Risk Transactions could range from 90 days to 180 days depending on the banking channel/partner used for the Transactions and Xuppi holds no role to play in these timelines.
4.6 Circumstances in which we may withhold Creator Earnings
We may withhold all or any part of the Creator Earnings due to you but not yet paid out:
- if we suspect that all or any part of the Creator Earnings result from unlawful activity, either by you or by the Buyer who made the Buyer Payment resulting in the Creator Earnings,
- If once we have finished our investigation we determine that Creator Earnings are forfeited, we will use our best efforts to return any Buyer Payments, which resulted in forfeited Creator Earnings to the relevant Buyer who paid such Buyer Payments.
5. Tax Compliance – VAT & GST
5.2 By using Xuppi as a Creator, you warrant (which means you make a legally enforceable promise) that you have reported and will report in the future the receipt of all payments made to you in connection with your use of Xuppi to the relevant Tax authority in your jurisdiction, as required by law.
5.3 By using Xuppi as a Creator you warrant (which means you make a legally enforceable promise) that you will at all times comply with all laws and regulations relating to Tax which apply to you. If, at any point whilst you have an Xuppi account, any Tax non-compliance occurs in relation to you (including a failure by you to report earnings or the imposition on you of any penalty or interest relating to Tax) or if any litigation, enquiry, or investigation is commenced against you that is in connection with, or which may lead to, any occurrence of Tax non-compliance, you agree that you will:
5.1 In General:
We recommend that all Creators seek professional advice to ensure you are compliant with your local Tax and VAT rules, based on your individual circumstances.
5.4 For the avoidance of doubt, you are responsible for your own Tax affairs and Xuppi is not responsible or liable for any non-payment of Tax by Creators.
5.5 We reserve the right to close your Xuppi account if we are notified of or become aware of any Tax non-compliance by you.
notify us by email to firstname.lastname@example.org in writing within 7 days of the occurrence of the Tax non-compliance or the commencement of the litigation, enquiry or investigation (as applicable); and
- promptly provide us by email to email@example.com with:
- details of the steps which you are taking to address the occurrence of the Tax non-compliance and to prevent the same from happening again, together with any mitigating factors that you consider relevant; and
- such other information in relation to the occurrence of the Tax non-compliance as we may reasonably require.
6. User Conduct
6.1 You must not engage in any of the following prohibited activities:
- copying, distributing, or disclosing any part of the Website in any medium, including by any automated or non-automated “scraping;”
- using any automated system, including “robots,” “spiders,” “offline readers,” etc., to access the Website;
- transmitting spam, chain letters, or other unsolicited email;
- attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Website;
- taking any action that imposes, or may impose at the Company’s sole discretion an unreasonable or disproportionately large load on the Website infrastructure;
- uploading invalid data, viruses, worms, or other software agents through the Website;
- collecting or harvesting any personally identifiable information, including account names, from the Website;
- using the Website for any commercial solicitation purposes;
- impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
- interfering with the proper working of the Website;
- accessing any content on the Website through any technology or means other than those provided or authorized by the Website; or
- bypassing the security measures that the Company may use to prevent or restrict access to the Website, including features that prevent or restrict use or copying of any content or enforce limitations on use of the Website or the content located on it.
6.2 You must not do any of the following while using the Website’s interactive features:
- harass, stalk, threaten, embarrass, or cause distress or discomfort to an Creator;
- use language that could be considered offensive or likely to harass, upset, intimidate, embarrass, alarm, or annoy;
- transmit any information, data, text, files, links, software, communication, or other materials that a reasonable person would consider to be unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, slanderous, vulgar, obscene, hateful, or racially, ethnically, or otherwise objectionable;
- create, upload, post, display, publish, or distribute any content that violates another’s copyright, trademark, right of privacy, right of publicity, or other property or personal right (for example, using the name, likeness, image, or other identity of another without proper consent);
- distribute messages between you and any Creator;
- record, rebroadcast, or distribute any video or other content found on the Website;
- post private or personal data about any person;
- request personal data from or share your personal data with any Creator, including financial information, email address, telephone number, or mailing address;
- request money from, or otherwise defraud, an Creator;
- impersonate any person;
- discuss or engage in any activity that may be considered obscene in your community or may be generally considered obscene worldwide, including pedophilia, the exploitation of children, age-play, incest, rape, extreme violence, genital mutilation, sadomasochistic abuse or bondage, torture, bestiality, necrophilia, urination, defecation, “going to the bathroom,” enema play, vomiting, menstrual bleeding, or paraphilia;
- offer or solicit money or other consideration in exchange for sex;
- advertise, promote, or solicit prostitution or escort services;
- promote or advertise firearms or other weapons, tobacco, drugs, or drug paraphernalia;
- discuss, facilitate, or promote any illegal activity (including posting links to other websites that deal with illegal activities), or advocate, facilitate, promote, or assist any unlawful act;
- post or transmit any unsolicited advertising, promotional materials, or other forms of solicitation through the Website, including the solicitation of Creators for commercial ventures or for prostitution or escort services;
- transmit “junk mail,” “chain letters,” or “spam;” or
- engage in antisocial, disruptive, or destructive behavior, including “bombing,” “flaming,” “flooding,” “trolling,” and “griefing” as those terms are commonly understood and used on the Internet.
6.3 If you threaten, harass, bully, or stalk any Creator through the Website or any third-party social media platform, that Creator may terminate your access to their profile or private third-party social media account. If an Creator terminates your access to their profile or private third-party social media account because you engaged in this type of behavior or any other behavior that violates this section 7 or that third-party social media platform’s terms, policies, or guidelines, you will not receive a refund or any credit.
7. User Content
7.1 Content Ownership.
You retain all ownership rights to content uploaded to the Website.
7.2 Content License.
By submitting content to the Website, you hereby grant the Company a worldwide, nonexclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the content in connection with the Website and the Company’s (and its successors’ and affiliates’) business, including for promoting and redistributing part or all of the Website (and derivative works of it) in any media formats and through any media channels.
8. Third-Party Content.
Through the Website, you will have the ability to access or use content provided by third parties. The Company cannot guarantee that third-party content will be free of material you may find objectionable or otherwise. The Company will not be liable to you for your access or use of any third-party content.
9. Links to other Websites.
The Website may contain links to third-party websites or resources. You acknowledge that the Company is not responsible or liable for (1) the availability or accuracy of those websites or resources; or (2) the content, products, or services on or available from those websites or resources. Links to third-party websites or resources do not imply any endorsement by the Company of those websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.
10. Third-Party Social Media Platforms.
The Company does not own, operate, or control third-party social media platforms. Your use of any third-party social media platform in connection with your subscription is subject to that third-party social media platform’s terms, policies, and guidelines. If your third-party social media platform account is suspended or terminated as a result of your violation of that third-party social media platform’s terms, policies, or guidelines, you will not receive a refund or credit for any lost access due to a third-party social media platform’s suspension or termination of your account with that platform.
11. No Endorsement.
The Company operates the Website as a neutral host, and the Company does not regularly monitor, regulate, or police the Website’s use by any of its participants. The participation in the Website by a visitor, user, Creator, studio, or other third party (collectively, the “participants”) does not constitute the Company’s endorsement that participant. The Company is not responsible for the acts, omissions, agreements, promises, content, products, or other services, comments, opinions, advice, statements, offers, or information of any participant. Participants are independent parties, and the Company does not, and will not, have any responsibility or liability for the acts, omissions, agreements, promises, comments, opinions, advice, statements, or offers of any participant.
13. Copyright Policy.
The Company respects the intellectual property rights of others and expects the Website’s users to do the same. The Company will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to the Company. If you believe that your content has been copied in a way that constitutes copyright infringement, please provide the Company’s copyright agent with the following information:
- a physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
- identification of the copyrighted work claimed to have been infringed;
- identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the Company to locate the material;
- your contact information, including your address, telephone number, and an email address;
- a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
- It is the Company’s policy in appropriate circumstances to disable or terminate the user accounts of repeat infringers in accordance with the Company’s repeat infringer policy.
14. Monitoring and Enforcement
14.1 The Company may do any of the following:
- Remove or refuse to post any submission or communication for any reason, including obscene or defamatory material or excessive length;
- Take any action against any submission or communication that the Company considers necessary or appropriate, including if the Company believes that the submission or communication breaches this agreement, infringes any intellectual property right of any person, threatens the personal safety of users of the Website or the public, or could create liability for the Company;
- Disclose your identity or other information about you to any person who claims that your submission or communication violates their rights, including their intellectual-property rights or their privacy rights;
- Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Website; or
- Terminate or suspend your access to all or part of the Website for any reason, including breach of this agreement.
14.2 The Company will fully cooperate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity of or other information about anyone posting any submission or communication on or through the Website or otherwise engaging in any alleged wrongful conduct. You hereby waive any claims you might have against the Company—including its affiliates, licensees, and service providers—resulting from any action taken by the Company during or because of the Company’s investigations and from any actions taken as a consequence of investigations by either the Company or law enforcement authorities.
14.3 The Company cannot and does not review all material before it is posted on the Website and cannot ensure prompt removal of objectionable material after it has been posted. You remain solely responsible for the content of your submissions and communications. The Company will not be liable for any action or inaction regarding submissions, transmissions, communications, or content provided by any user or third party. The Company will not be liable to anyone for performance or nonperformance of the activities described in this section 15. But if you know of any submission or communication that violates this agreement, please email the Company at firstname.lastname@example.org Please provide as much detail as possible, including (1) a copy of the objectionable submission or the location where the Company may find it, (2) the reason the Company should remove it, and (3) a statement certifying the accuracy of the information you provided to the Company.
15.1 Although the Company may update the content on the Website on one or more occasions, the content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and the Company is not required to update that material. If you believe you have found errors or omissions on the Website, you can bring them to the Company’s attention by email at email@example.com
15.2 While the Company will try to make sure that the Website is always available, it does not guarantee continuous, uninterrupted, or secure access to the Website. Many factors or circumstances outside of the Company’s control may interfere with or adversely affect its operation of the Website.
15. Changes to the Website; Availability
16. Compliance with Law.
The Company is located in the England. The Company is not making any statement that the Website or any of its content is accessible or appropriate outside of the England. Access to the Website might not be legal by certain persons or in certain countries. If you access the Website from outside the England, you do so on your own initiative and are responsible for complying with all local laws. If you access the Website in a jurisdiction that prohibits or restricts its use, the Company will not have any liability to you for your use of the Website.
17. Acknowledgements and Warranty Disclaimers
- You acknowledge that the Company cannot and does not state that files available for downloading from the Internet or the Website will be free from loss, corruption, attack, viruses or other destructive code, interference, hacking, or other security intrusions. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for antivirus protection and accuracy of data input and output, and for keeping a means external to the Website for any reconstruction of any lost data. The Company will not be liable for any loss or damage caused by a distributed denial-of-service (DDoS) attack, viruses, or other technologically harmful material that might infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Website or any services or items obtained through the Website or to your downloading of any material posted on the Website, or on any website linked to the Website.
- The Company is not making any warranty about the availability or functionality of any third-party social media platform. You acknowledge that the Company is not affiliated with any third-party social media platform and that third-party social media platforms do not sponsor or endorse the Company or the Website. You further acknowledge that the Company has no control over third-party social media platforms and that third-party social media platforms may suspend or terminate an Creator account that you subscribe to for violation of that third-party social media platform’s terms, policies, or guidelines at any time.
- You acknowledge that the Website includes content provided by third parties, including materials provided by other users, Creators, studios, third-party licensors, syndicators, or aggregators (collectively, “Third-Party Materials”), and that the Company does not prescreen or preemptively monitor Third-Party Materials. All statements or opinions expressed in Third-Party Materials, and all responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person providing Third-Party Materials. Third-Party Materials do not reflect the opinion of the Company. The Company will not be liable to you or any other person for the content or accuracy of any Third-Party Materials. You further acknowledge that you may be exposed to Third-Party Materials that are inaccurate, offensive, indecent, obscene, or otherwise objectionable, and you hereby waive any legal or equitable rights or remedies you have or may have against the Company with respect to those Third-Party Materials.
Your use of the Website, its content, and any services or items obtained through the Website is at your own risk. The Company provides the Website, its content, and any services or items obtained through the Website “as is,” “with all faults,” and “as available,” without making any warranty, either express or implied. The Company is not making any warranty (1) that the Website, its content, or any services or items obtained through the Website will be accurate, reliable, error-free, or uninterrupted; (2) that defects will be corrected; (3) that the Website or the server that makes it available are free of viruses or other harmful components; or (4) that the Website or any services or items obtained through the Website will otherwise meet your needs or expectations.
The Company is not making any warranty, whether express, implied, statutory, or otherwise, including any warranty of merchantability, title, noninfringement, privacy, security, and fitness for particular purpose. No advice or information, whether oral or written, obtained from the Company, the Website, or elsewhere will create any warranty not expressly stated in this agreement.
18. Limit on Liability; Release
The Company, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors will not be liable to you for any of the following:
- A third-party social media platform’s suspension or termination of your account or the private third-party social media account of any Creator you purchase access to;
- An Creator’s failure to add you to the Creator’s private third-party social media account;
- Errors, mistakes, or inaccuracies of content;
- Personal injury or property damage resulting from your access to and use of the Website or its content;
- Content or conduct that is infringing, inaccurate, obscene, indecent, offensive, threatening, harassing, defamatory, libelous, abusive, invasive of privacy, or illegal;
- Unauthorized access to or use of the Company’s servers and any personal or financial information stored in them, including unauthorized access or changes to your submissions, transmissions, or data;
- Interruption or cessation of transmission to or from the Website;
- Bugs, viruses, Trojan horses, malware, ransomware, or other disabling code that may be transmitted to or through the Website by any person or that might infect your computer or affect your access to or use of the Website, your other services, hardware, or software;
- Incompatibility between the Website and your other services, hardware, or software;
- Delays or failures you might experience in starting, conducting, or completing any transmissions to or transactions with the Website; or
- Loss or damage incurred because of the use of any content posted, emailed, sent, or otherwise made available through the Website.
- You hereby release the Company, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors from all liability arising out of submissions or the conduct of other users or third parties, including disputes between you and one or more other users or third parties.
19. Exclusion of Damages; Exclusive Remedy
- Unless caused by gross negligence or intentional misconduct, the Company, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors will not be liable to you for any direct, indirect, special (including so-called consequential damages), statutory, punitive, or exemplary damages arising out of or relating to your access or your inability to access the Website or the content. This exclusion applies regardless of theory of liability and even if you told the Company about the possibility of these damages or the Company knew or should have known about the possibility of these damages.
- The Company, its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors also will not be liable to you for any damages for (1) personal injury, (2) pain and suffering, (3) emotional distress, (4) loss of revenue, (5) loss of profits, (6) loss of business or anticipated savings, (7) loss of use, (8) loss of goodwill, (9) loss of data, (10) loss of privacy, or (11) computer failure related to your access of or your inability to access the Website or the content. This exclusion applies regardless of theory of liability and even if you told the Company about the possibility of these damages or the Company knew or should have known about the possibility of these damages.
- If you are dissatisfied with the Website or have any other complaint, your exclusive remedy is to stop using the Website and cancel your subscriptions. The maximum liability of the Company and its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, officers, and directors to you for any claim will not exceed the greater of $100 or the amount you have paid to the Company for the applicable purchase out of which liability arose even if the remedy fails of its essential purpose.
20. Scope of Disclaimers, Exclusions, and Limits.
The disclaimers, exclusions, and limits stated in sections 18, 19, and 20 apply to the greatest extent allowed by law, but no more. The Company does not intend to deprive you of any mandatory protections provided to you by law. Because some jurisdictions may prohibit the disclaimer of some warranties, the exclusion of some damages, or other matters, one or more of the disclaimers, exclusions, or limits will not apply to you.
21.1 In General.
You will pay the Company, its directors, officers, employees, agents, contractors, subsidiaries, affiliates, partners, licensors, content providers, and service providers (collectively, the “Indemnified Parties”) for any loss of an Indemnified Party that is caused by any of the following (whether actual or alleged): (a) your use of the Website; (b) your breach of this agreement; (c) your violation of law; (d) your submission, posting, or transmission of user content to the Website; or (e) your violation of a third party’s rights. But you are not required to pay if the loss was caused by the Indemnified Party’s actual intentional misconduct.
- "Loss"means an amount that the Indemnified Party is legally responsible for or pays in any form. Amounts include, for example, a judgment, a settlement, a fine, damages, injunctive relief, staff compensation, a decrease in property value, and expenses for defending against a claim for a loss (including fees for legal counsel, expert witnesses, and other advisers). A loss can be tangible or intangible; can arise from bodily injury, property damage, or other causes; can be based on tort, breach of contract, or any other theory of recovery; and includes incidental, direct, and consequential damages.
- A loss is “caused by” an event if the loss would not have happened without the event, even if the event is not a proximate cause of the loss.
21.3 Indemnified Party’s Duty to Notify You.
The Indemnified Party will notify you before the 30th day after the Indemnified Party knows or should reasonably have known of a claim for a loss that you might be compelled to pay. But the Indemnified Party’s failure to timely notify you does not end your obligation, except if that failure prejudices your ability to defend or mitigate losses.
21.4 Legal Defense of a Claim.
The Indemnified Party has control over defending a claim for a loss (including settling it) unless the Indemnified Party directs you to control the defense. If the Indemnified Party directs you to control the defense, you will not settle any litigation without the Indemnified Party’s written consent if the settlement (1) imposes a penalty or limitation on the Indemnified Party, (2) admits the Indemnified Party’s fault, or (3) does not fully release the Indemnified Party from liability. You and the Indemnified Party will cooperate with each other in good faith on a claim.
21.5 No Exclusivity.
The Indemnified Parties’ rights under this section 22 do not affect other rights they might have.
22.1 The laws of the England, without giving effect to any conflicts of law principles, govern all matters arising out of or relating to the Website or this agreement. The predominant purpose of this agreement is providing services and licensing access to intellectual property and not a “sale of goods.” This agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
22.2 Except for disputes subject to arbitration, all disputes arising out of or relating to the Website or this agreement will be subject to the exclusive jurisdiction and venue of the courts of competent jurisdiction located in England. Each party hereby submits to the personal jurisdiction of the courts of competent jurisdiction located in England to resolve all disputes not subject to arbitration. Each party hereby waives any right to seek another forum or venue because of improper or inconvenient forum.
23.3 For purposes of this section 23, the Website will be deemed solely based in England and will be deemed a passive website that does not give rise to personal jurisdiction over the Company, either specific or general, in any other jurisdiction.
22. Governing Law; Place for Resolving Disputes
23. Dispute Resolution
- Litigation Election. Either party may elect to litigate the following type of case or controversy: (a) an action seeking injunctive or other equitable relief, or (b) a suit to compel compliance with this dispute resolution procedure.
- NegotiationEach party will allow the other a reasonable opportunity to comply before it claims that the other has not met the duties under this agreement. The parties will first meet and negotiate with each other in good faith to try to resolve all disputes between the parties arising out of or relating to the Website.
- MediationIf the parties cannot settle a dispute arising out of or relating to the Website or this agreement through negotiation after 30 days, either party may, by notice to the other party and the International Chamber of Commerce (ICC), demand mediation under the ICC Mediation Rules. Mediation will take place in England. The language of the mediation will be English. Each party will bear its own costs in mediation, and the parties will share equally between them all third-party mediation costs unless the parties agree differently in writing. Each party will participate actively and constructively in mediation proceedings once started and will attend at least one joint meeting between the mediator and the parties. Any party may terminate mediation at any time after an initial meeting between the mediator and the parties.
- Procedure. If the parties cannot settle a dispute through mediation, the parties will settle any unresolved dispute arising out of or relating to the Site or this agreement by binding arbitration administered by the ICC in accordance with the Rules of Arbitration of the International Chamber of Commerce. The arbitrator, and not any court or agency, will have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability, or formation of this agreement, including any claim that any part of this agreement is void or voidable.
- LocationUnless the parties agree otherwise, the arbitration will take place in England.
- Fees. Each party will be responsible for paying any filing, administrative, and arbitrator fees associated with the arbitration.
- Award. The award rendered by the arbitrator must include costs of arbitration, reasonable legal fees, and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Confidentiality. Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under this agreement without the advance written consent of both parties.
- Right to Injunctive ReliefThe parties acknowledge that breach by either party of the obligations under this agreement could cause irreparable harm for which damages would be an inadequate remedy. Nothing in this section 24 will prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property, or unauthorized access to the Website, in each case without posting a bond or other security and without proof of actual money damages in connection with the claim.
- Recovery of Expenses.In any proceedings between the parties arising out of or relating to the subject matter of this agreement, the prevailing party will be entitled to recover from the other party, besides any other relief awarded, all expenses that the prevailing party incurs in those proceedings, including legal fees and expenses. For purposes of this section 24.6, “prevailing party” means, for any proceeding, the party in whose favor an award is rendered, except that if in those proceedings the award finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or more other claims or counterclaims, neither party will be the prevailing party. If any proceedings are voluntarily dismissed or are dismissed as part of settlement of that dispute, neither party will be the prevailing party in those proceedings.
- Jury Trial WaiverEach party hereby waives its right to a trial by jury in any proceedings arising out of, or relating to the subject matter of, this agreement. Either party may enforce this waiver up to and including the first day of trial.
- Class Action WaiverAll claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and, unless the Company agrees otherwise, the arbitrator will not consolidate more than one person’s claims. Both parties acknowledge that each party is waiving the right to participate in a class action.
- Limitation on Time to Bring Claims. . A party will not bring a claim arising out of or relating to the Website or this agreement more than one year after the cause of action arose. Any claim brought after one year is barred.
24.1 Entire Agreement.
This agreement constitutes the entire agreement between you and the Company about your access to and use of the Website. It supersedes all earlier or contemporaneous agreements between you and the Company about access to and use of the Website. A printed version of this agreement will be admissible in any proceedings arising out of or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and kept in printed form. Any additional terms on the Website will govern the items to which they pertain.
24.2 Copy of this Agreement.
You may, and the Company recommends that you, print this agreement on your printer or save them to your computer. If you have trouble printing a copy, please email the Company at firstname.lastname@example.org and the Company will email you a copy.
The Company may change this agreement on one or more occasions. The Company will try to post changes on the Website at least 15 days before they become effective. Changes will become effective on the “last updated” date stated at the top of this page. Changes will not apply to continuing disputes or to disputes arising out of (or relating to) events happening before the posted changes. While the Company will try to notify you when the Company changes this agreement, the Company does not assume an obligation to do so, and it is your responsibility to frequently check this page to review the most current agreement. By continuing to use the Website after the Company posts changes to this agreement, you agree to the revised agreement. If you do not agree to the revised agreement, your exclusive remedy is to stop accessing the Website. If you need more information about the changes or have any other questions or comments about the changes, please contact the Company at email@example.com
24.4 Assignment and Delegation.
The Company may assign its rights or delegate any performance under this agreement without your consent. You will not assign your rights or delegate your performance under this agreement without the Company’s advanced written consent. Any attempted assignment of rights or delegation of performance in breach of this section 25.4 is void.
24.5 No Waivers.
The parties may waive any provision in this agreement only by a writing signed by the party or parties against whom the waiver is sought to be enforced. No failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition, under this agreement, and no act, omission, or course of dealing between the parties, operates as a waiver or estoppel of any right, remedy, or condition. A waiver made in writing on one occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against any other person.
The parties intend as follows:
- that if any provision of this agreement is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded;
- that if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, the entire agreement will be held unenforceable;
- that if an unenforceable provision is modified or disregarded in accordance with this section 25.6, then the rest of the agreement will remain in effect as written; and
- that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.
- Sending Notice to the Company.You may send notice to the Company by email at firstname.lastname@example.org unless a specific email address is set out for giving notice. The Company will consider an email notice received by the Company only when its server sends a return message to you acknowledging receipt. The Company may change its contact information on one or more occasions by posting the change on the Website. Please check the Website for the most current information for sending notice to the Company.
- Sending Notice to You—Electronic Notice. You consent to receiving any notice from the Company in electronic form either (1) by email to the last known email address the Company has for you or (2) by posting the notice on a place on the Website chosen for this purpose. The Company will consider notices sent to you by email received when its email service shows transmission to your email address. You state that any email address you gave the Company for contacting you is a current and valid email address for receiving notice, and that your computer has hardware and software configured to send and receive email through the Internet and to print any email you receive.
24.8 Force Majeure.
The Company is not responsible for any failure to perform if unforeseen circumstances or causes beyond its reasonable control delays or continues to delay its performance, including:
- Acts of God, including fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters;
- War, riot, arson, embargoes, acts of civil or military authority, or terrorism;
- Fiber cuts;
- Strikes, or shortages in transportation, facilities, fuel, energy, labor, or materials;
- Failure of the telecommunications or information services infrastructure; and
- Hacking, SPAM, or any failure of a computer, server, network, or software.
- No Third-Party Beneficiaries. This agreement does not, and the parties do not intend it to, confer any rights or remedies on any person other than the parties to this agreement.
- Relationship of the Parties. This agreement does not, and the parties do not intend it to, create a partnership, joint venture, agency, franchise, or employment relationship between the parties and the parties expressly disclaim the existence of any of these relationships between them. Neither of the parties is the agent for the other, and neither party has the right to bind the other on any agreement with a third party.
24.9 Successors and Assigns.
This agreement inures to the benefit of, and are binding on, the parties and their respective successors and assigns. This section 25.11 does not address, directly or indirectly, whether a party may assign rights or delegate obligations under this agreement. Section 25.4 addresses these matters.
24.10 Permission to Email You.
24.11 Electronic Signatures.
Any affirmation, assent, or agreement you send through the Website will bind you. You acknowledge that when you click on an “I agree,” “I consent,” or other similarly worded “button” or entry field with your finger, mouse, keystroke, or other device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.
18 U.S.C 2257 Record-Keeping Requirements Compliance Statement
In compliance with the Federal Labeling and Record-Keeping Law (also known as 18 U.S.C. 2257), all Creators/Creators located within our domain were 18 years of age or older during the time of photography. All Creators/Creators' proof of age is held by the custodian of records, which is listed below, organized by producer. All content and images are in full compliance with the requirements of 18 U.S.C. 2257 and associated regulations.
RazrCorp Group Limited
172 Birmingham Road
Database Administrator – email@example.com