THESE TERMS CONTAIN PROVISIONS THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABEL TO YOU IN THE EVENT OF A DISPUTE. SEE SECTION 22 FOR FULL DETAILS.
As used in this Agreement, “Member” means a registered user of the Website and Services.
You must be at least eighteen (18) years old to create an Account (as defined below) and use the Services. By creating an Account and using the Services, you represent and warrant that:
- You are at least eighteen (18) years of age;
- You can enter into and form a binding contract with CDFF;
- You are single (not married), divorced, widowed or legally separated;
- You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country;
- You are not on any list of individuals prohibited from conducting business with the United States;
- You are not prohibited by law from using our Services;
- You have not been convicted of or pled no contest to a felony or indictable offense (or crime of similar severity), a sex crime, or any crime involving violence;
- You are not required to register as a sex offender with any state, federal or local sex offender registry;
- You do not have more than one account on our Services;
- You have not previously been removed from our Services by us, unless you have our express written permission to create a new account; and
- You will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations.
If at any time You cease to meet these requirements, You must immediately cease use of the Services and delete Your Account. This Agreement is void where prohibited.
Subject to Your compliance with the terms and conditions of this Agreement, CDFF grants You a non-exclusive, non-sublicensable, revocable, non-transferable license to access and use the Website and Services. The Website, or any portion of the Website, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, visited, or otherwise exploited for any commercial purpose without the express written consent of CDFF. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of CDFF or any other party. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.
6. ACCOUNT INFORMATION; PASSWORD PROTECTION; ACCOUNT SECURITY
You will also be asked to provide, or may be given, a username and password in connection with Your Account. You are entirely responsible for maintaining the confidentiality of Your username and password. You may not use Your Account, username, or password of any other Member at any time. You agree to notify CDFF immediately of any unauthorized use of Your Account,username, or password. CDFF shall not be liable for any loss that You incur as a result of someone else using Your password, either with or without Your knowledge.
In certain instances, CDFF may send you a unique access code via text message or email to authenticate You before you may gain access to Your Account. Such access code is intended to be only used by You and You must not share it with anyone.
You may be held liable for any losses incurred by CDFF, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of Your Account.
7. PUBLIC PROFILES; MEMBER CONTENT; LICENSE TO DISPAY CONTENT
As a Member, You will have the ability to post personal information (such as Your age, height, body type, ethnicity, sexy, hair color, and eye color), images, and photos to Your profile; You will have the ability to transmit messages and communicate with other Members both privately and publicly through Member forums (collectively, Your “Content”). You agree that You are solely responsible for Your Content and represent and warrant that all Content posted by You is current, complete, and accurate, and that you have not misstated or embellished any statement of fact therein. You are required to use common sense and are prohibited from posting any Content that infringes on the intellectual property rights of others, is illegal, obscene, threatening, defamatory, invades the privacy of others (e.g., doxing), contains a commercial solicitation or other form of “spam” messages, or otherwise violates our Prohibited Conduct section. You understand and agree that we may monitor or review any Content, but under no circumstances will CDFF be liable in any way for Your Content. If You post inappropriate Content or otherwise violate the Prohibited Conduct section, we may, in our sole discretion, remove your Content.
You are always the owner of Your Content; however, we require the following license from You to display Your Content as expressly permitted by You.
You hereby grant CDFF an irrevocable, perpetual, non-exclusive, transferable, royalty-free, worldwide license (with the right to sublicense) to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute and display your Content throughout the world in any media now existing or in the future created. Additionally, you grant CDFF the right to use your name, likeness, and image for any purpose, including commercial or advertising, on or in connection with CDFF or the promotion thereof.
You represent and warrant that you have all rights and permissions to grant the foregoing licenses.
You are responsible for Your Content and, as such, You agree to defend, indemnify, and hold harmless CDFF from and against any and all claims, actions, demands, causes of action, and other proceedings including but not limited to legal costs and attorneys’ fees, arising out of or relating to Your Content.
Under Section 230 of the Communications Decency Act and similar laws, CDFF is a platform service and not the publisher or speaker of any third-party content, including user profiles.
8. ASSUMPTION OF RISK; INDEMNITY BY YOU
YOU KNOWINGLY AND EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR OWN RISK. YOU, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES, AND YOUR HEIRS, VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY CDFF AND ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, CONSULTANTS, REPRESENTATIVES, SUBLICENSEES, SUCCESSORS, AND ASSIGNS FROM ANY AND ALL CLAIMS, ACTIONS, OR LOSSES FOR BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF PRIVACY, OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, THAT MAY RESULT FROM YOUR USE OF THE SERVICES.
YOU ARE SOLELY RESPONSIBLE FOR YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS. YOU UNDERSTAND THAT CDFF DOES NOT CURRENTLY CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS MEMBERS. CDFF ALSO DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS MEMBERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS MEMBERS. CDFF MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF ANY MEMBERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE MEMBERS. CDFF RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTRATION SEARCHES) AT ANY TIME AND TO USE AVAILABLE PUBLIC RECORDS FOR ANY PURPOSE.
CDFF DOES NOT ACCEPT RESPONSIBILITY FOR THE TRUTH OR ACCURACY OF ANY STATEMENT MADE OR POSTED BY THIRD PARTIES OR MEMBERS OF THE SERVICES. WE STRONGLY RECOMMEND THAT YOU TAKE APPROPRIATE SAFEGUARDS WHEN CORRESPONDING WITH ANY MEMBER. IN COMMUNICATING WITH OTHER MEMBERS, YOU AGREE TO HOLD CDFF AND ITS OWNERS, EMPLOYEES AND AGENTS HARMLESS FROM ALL COSTS, LIABILITIES, DAMAGES AND ATTORNEY FEES, RESULTING FROM OR CAUSED BY ANY CORRESPONDENCE WITH A MEMBER. BEFORE ENGAGING IN ANY CORRESPONDENCE WITH A MEMBER, WE ENCOURAGE YOU TO VERIFY INFORMATION ABOUT MEMBERS THROUGH ADDITIONAL SOURCES.
MEMBERS THAT CHOOSE TO CREATE A PROFILE ON THE SERVICE ARE THE AUTHORS/PUBLISHERS OF THE INFORMATION CONTAINED IN THE PROFILE. CDFF IS NOT CONSIDERED THE PUBLISHER OF MEMBER PROFILE INFORMATION, WE SIMPLY PROVIDE THE SPACE FOR THE MEMBER TO CREATE A PROFILE.
9. MEMBER DISPUTES
CDFF reserves the right, but disclaims any perceived, implied, or actual duty, to monitor disputes between Members. You agree to hold CDFF harmless in connection with any dispute or claim You make against any other Member.
10. CONSENT TO RECEIVE EMAIL FROM CDFF
By registering with the Website and becoming a Member, you thereby consent to receive periodic email communications regarding the Services, including activation emails. As part of registration, You may also elect to receive periodic email communications regarding special offers and other promotions (collectively, “Special Offers”). You may opt-out of receiving Special Offers at any time by (a) editing Your “Account Settings;” (b) following the unsubscribe instructions contained in each Special Offer; or (c) sending an email to [email protected].
In the event that You complete the first page of registration (which includes submission of Your email address), but thereafter decide to abandon or otherwise not complete Your registration with the Website, CDFF may, in its sole discretion, send You an email inviting You to complete Your registration with the Website.
In the event that You complete registration with the Website, but do not activate Your account via the activation email sent to You, CDFF may, in its sole discretion, activate Your Account at any time. If You did not intend to activate Your Account, or the activation email was sent to You in error, You may deactivate Your Account by visiting CDFF’s Help/FAQs page.
11. CONSENT TO RECEIVE COMMUNICATIONS FROM MEMBERS
By registering with the Website and becoming a Member, your thereby consent to receive electronic communications, including email, instant messages and “winks,” from other Members.
12. FEES & SUBSCRIPTIONS
(a) Free Access. Access to the Website and the Services is free to Members. You acknowledge and agree that CDFF reserves the right to charge for access to the Website and use of the Services and to change its fees from time to time in CDFF’s sole discretion.
(b) Payment for Premium Services. Certain “Premium Services” (i.e., advertisement free memberships) are offered which require payment. You agree to pay CDFF all fees associated with Your use of Premium Services (“Fees”), as indicated to you at the time you agree to such Fees (such as through the checkout process). All transmissions of payment are secured with Internet standard TLS (also known as HTTPS) encryption.
(c) Subscriptions. CDFF may, at its sole discretion, offer access to certain parts of the Premium Services or related services on a subscription basis. If You enroll in a subscription plan (your “Subscription”), You will be billed according to the terms of the Subscription as displayed to You at the time You first enrolled (the “Subscription Terms”).
Timing of Subscription Payments. At the time You enroll in your Subscription, You will be required to provide payment card information to pay for the Fees associated with Your Subscription. If You choose to enroll in a Subscription, You understand and agree that Your credit or debit card on file will be charged Fees for additional Subscription periods (e.g., once per month) without obtaining further permission or confirmation from You. In other words, Your Subscription renews automatically unless cancelled in advance of the next payment period by You. Please pay attention to the Fees, payment terms and disclosures provided during the order process for Your Subscription.
Changes and Cancellation. Deleting your Account or deleting the application from Your device does not cancel Your Subscription. To change or cancel a Subscription, You may either log into Your Account or email CDFF at [email protected]. If You choose to change or cancel Your Subscription by email, You must provide CDFF sufficient information to identify Your Account, such as Your username, real name, billing address, and the email address associated with the account. Changes and cancellations must be made at least three (3) days before Your credit or debit card is charged for the next Subscription payment in order to avoid said payment.
(d) Changes in Subscription Fees. CDFF may find it necessary to change its Fees and reserves the right to do so in its sole discretion. We will not increase Fees without prior notice to You that is sufficient to afford you an opportunity to cancel your Account or Subscription before incurring any increased Fees.
(e) For subscribers residing in Arizona, California, Connecticut, Illinois, Iowa, Minnesota, New York, North Carolina, Ohio, Rhode Island, and Wisconsin, and as otherwise required by law, the terms below apply:
You may cancel Your Subscription, without penalty or obligation, at any time prior to midnight of the third business day following the date You subscribed. In the event that You die before the end of Your Subscription period, Your estate shall be entitled to a refund of that portion of any payment You had made for Your Subscription which is allocable to the period after Your death. In the event that You become disabled (such that You are unable to use CDFF) before the end of Your Subscription period, You shall be entitled to a refund of that portion of any payment You had made for Your Subscription which is allocable to the period after Your disability by providing the company notice in the same manner as You request a refund as described below.
(f) No Refunds. Due to the nature of the Services, unless otherwise indicated at your time of checkout or in this Agreement, or as otherwise required by law, ALL SALES ARE FINAL AND THERE ARE NO REFUNDS.
13. THIRD-PARTY WEBSITES
The Website and Services may include links to the websites of third parties (“Third-Party Websites”), some of whom may have established relationships with CDFF and some of whom may not. CDFF does not have control over the content and performance of Third-Party Websites. CDFF HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING COMPUTER SOFTWARE OR OTHER GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, CDFF DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. CDFF DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF THIRD-PARTY WEBSITES.
14. PUBLIC FORUMS; RELIANCE ON THIRD-PARTY CONTENT, ADVICE, ETC.
A “Public Forum” is any area, site or feature offered as part of the Website or Services (including without limitation public profiles, discussion forums, message boards, blogs, chat rooms, “winks,” emails or instant messaging features) that enables You (a) to upload, submit, post, display, perform, distribute and/or view Content, and/or (b) to communicate, share, or exchange Content with other Members or other Website visitors. You acknowledge that Public Forums, and features contained therein, are for public and not private communications. You further acknowledge that anything You upload, submit, post, transmit, communicate, share or exchange by means of any Public Forum may be viewed on the Internet by the general public, and therefore, You have no expectation of privacy with regard to any such submission or posting. You are, and shall remain, solely responsible for the Content you upload, submit, post, transmit, communicate, share or exchange by means of any Public Forum and for the consequences of submitting or posting same. CDFF DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR PUBLIC FORUMS AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED THEREON.
Opinions, advice, statements, offers, or other information made available by means of the Website and Services by third parties, including without limitation Members, are those of their respective authors, and should not necessarily be relied on. Such authors are solely responsible for such content. CDFF DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION ON THE WEBSITE OR SERVICES; OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE BY A THIRD-PARTY BY MEANS OF THE WEBSITE OR SERVICES. UNDER NO CIRCUMSTANCES WILL CDFF BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE WEBSITE/SERIVCES OR TRANSMITTED TO OR BY ANY MEMBERS.
15. YOUR RESPONSIBILITY FOR DEFAMATORY COMMENTS
You agree and understand that you may be held legally responsible for damages suffered by other Members or third parties as the result of Your remarks, information, feedback, or other information posted or made available on the Website or Services that is deemed defamatory or otherwise legally actionable. Under the Federal Communications Act of 1996, CDFF is not legally responsible, nor can it be held liable for damages of any kind, arising out of or in connection to any defamatory or otherwise legally actionable remarks, information, feedback, or other content posted or made available on the Website or Services.
16. OBJECTIONABLE CONTENT
You represent and warrant that You shall not use the Website or Services to upload, post, transmit, display, perform or distribute any Content, information or materials that: (a) are libelous, defamatory, abusive, or threatening, excessively violent, harassing, obscene, lewd, lascivious, filthy, or pornographic; (b) constitute child pornography; (c) solicit personal information from or exploit in a sexual or violent manner anyone under the age of 18; (d) incite, encourage or threaten physical harm against another; (e) promote or glorify racial intolerance, use hate and/or racist terms, or signify hate towards any person or group of people; (f) glamorize the use of hard core illegal substances and drugs; (g) advertise or otherwise solicit funds or constitute a solicitation for goods or services; (h) violate any provision of this Agreement or any other CDFF agreement or policy; or (i) is generally offensive or in bad taste, as determined by CDFF (collectively, “Objectionable Content”). CDFF DISCLAIMS ANY PERCEIVED, IMPLIED OR ACTUAL DUTY TO MONITOR THE CONTENTS OF THE WEBSITE AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR INFORMATION PROVIDED HEREON. Without limiting any of its other remedies, CDFF reserves the right to terminate Your use of the Website and Services or Your uploading, posting, transmission, display, performance, or distribution of Objectionable Content. CDFF, in its sole discretion, may delete any Objectionable Content from its servers. CDFF intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws.
17. PROHIBITED USES
CDFF imposes certain restrictions on Your use of the Website and the Services. You represent and warrant that you will not: (a) “stalk” or otherwise harass any person, or contact any person who has requested not to be contacted; (b) provide false, misleading or inaccurate information to CDFF or any other Member; (c) impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity; (d) create more than one unique public profile; (e) harvest or otherwise collect information about CDFF users, including email addresses and phone numbers; (f) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website or Services for any use, including without limitation use on third-party websites; (g) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (h) attempt to probe, scan, or test the vulnerability of the Services, the Website, or any associated system or network, or breach security or authentication measures without proper authorization; (i) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (j) use the Website or Services to send unsolicited e-mail, including without limitation promotions or advertisements for products or services; (k) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website or Services; or (l) attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by CDFF in providing the Website or Services. Any violation of this section may subject You to civil and/or criminal liability.
18. INTELLECTUAL PROPERTY
(a) Compliance with Law. You represent and warrant that, when using the Website and Services, You will obey the law and respect the intellectual property rights of others. Your use of the Website and Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform or distribute any content, information, or other materials in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE WEBSITE AND SERVICES. THE BURDEN OF PROVING THAT CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS RESTS SOLELY WITH YOU.
(b) Trademarks. Christian Dating For Free, ChristianDatingForFree.com and the Christian Dating For Free (collectively, the “CDFF Marks”) are trademarks or registered trademarks of E Dating for Free, Inc. Other trademarks, service marks, graphics, logos and domain names appearing on the Website or Services may be the trademarks of third-parties. Neither Your use of the Website and Services nor this Agreement grant You any right, title, or interest in or to, or any license to reproduce or otherwise use, the CDFF Marks or any third-party trademarks, service marks, graphics, logos, or domain names. You agree that any goodwill in the CDFF Marks generated as a result of Your use of the Website and Services will inure to the benefit of E Dating for Free, Inc., and You agree to assign, and hereby do assign, all such goodwill to E Dating for Free, Inc. You shall not at any time, nor shall You assist others to, challenge E Dating for Free, Inc.’s right, title, or interest in or to, or the validity of, the CDFF Marks.
(c) Copyrighted Materials; Copyright Notice. All content and other materials, with the exception of Member Content, available through the Website and Services, including without limitation the Christian Dating For Free logo, design, text, graphics, and other files, and the selection, arrangement and organization thereof, are either owned by E Dating for Free, Inc. or are the property of CDFF’s licensors and suppliers. Except as explicitly provided, neither Your use of the Website and Services nor this Agreement grant You any right, title, or interest in or to any such materials. Copyright © 2006 to the present, E Dating for Free, Inc. ALL RIGHTS RESERVED.
(d) DMCA Policy. As CDFF asks others to respect CDFF’s intellectual property rights, CDFF respects the intellectual property rights of others. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want CDFF to delete, edit, or disable the material in question, you must provide CDFF with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed 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 CDFF to locate the material; (d) information reasonably sufficient to permit CDFF to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement 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 (f) 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 owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to CDFF’s designated agent at:
Copyright Agent - [email protected] with the subject line “DMCA Notice.”
CDFF will respond to all DMCA-compliant infringement notices, including, as required or appropriate, by removing the offending material or disabling all links to the offending material.
19. DISCLAIMERS; LIMITATION OF LIABILITY
(a) NO WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY LAW, CDFF, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, CDFF, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE AND SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NEITHER CDFF NOR ITS LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. NEITHER CDFF NOR ITS LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER FOR YOUR USE OF THE WEBSITE OR SERVICES. CDFF DISCLAIMS ALL IMPLIED LIABILITY FOR DAMAGES ARISING OUT OF THE FURNISHING OF THE WEBSITE AND SERVICES PURSUANT TO THIS AGREEMENT.
(b) LOSS OF DATA. YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD CDFF OR ITS LICENSORS AND SUPPLIERS, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE OR SERVICES, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
IMPORTANTLY, YOU HEREBY ACKNOWLEDGE THAT A CATASTROPHIC DISK FAILURE OR OTHER EVENT COULD RESULT IN THE LOSS OF ALL OF THE DATA RELATED TO YOUR ACCOUNT. YOU AGREE AND UNDERSTAND THAT IT IS YOUR RESPONSIBILITY TO BACKUP YOUR DATA TO YOUR PERSONAL COMPUTER OR EXTERNAL STORAGE DEVICE AND TO ENSURE SUCH BACKUPS ARE SECURE.
(c) LIMITATION OF LIABILITY. THE LIABILITY OF CDFF AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CDFF OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO CDFF OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. THE MAXIMUM LIABILITY OF CDFF AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES SHALL NOT EXCEED $25. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN CDFF AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
(d) APPLICATION OF DISCLAIMERS. THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND CDFF OR BETWEEN YOU AND ANY OF CDFF’S ITS LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. CDFF’S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
20. YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other CDFF policies, and with any applicable laws or regulations, including without limitation, United States export control laws. You further represent and warrant that You are not located in, under the control of, or a national or resident of any country which the United States has (i) embargoed goods, (ii) identified as a “Specially Designated National”, or (iii) placed on the Commerce Department’s Table of Deny Orders.
21. INDEMNITY BY YOU
Without limiting any indemnification provision of this Agreement, You agree to defend, indemnify and hold harmless CDFF and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, “Claims”), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website or Services; or (iii) Your provision to CDFF or any of the Indemnified Parties of information or other data.
The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.
22. DISPUTE RESOLUTION
This section governs any dispute between You and CDFF, and how that dispute will be legally resolved, if necessary. Remember, these dispute resolution provisions only apply to disputes between CDFF and YOU, and not to disputes between You and any other Member.
(a) Governing Law and Venue. The Website, Services, and this Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in Los Angeles, California and shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
(b) Requirement of Arbitration. If you and CDFF cannot resolve a dispute or other claim through negotiations, You agree that any dispute, of any nature whatsoever, between You and CDFF arising out of or relating to the Website, Services, or this Agreement, shall be decided by neutral, binding arbitration before a representative of JAMS in Los Angeles, California unless You and CDFF mutually agree to a different arbitrator, who shall render an award in accordance with the substantive laws of California and JAMS’ Streamlined Arbitration Rules & Procedures. A final judgment or award by the arbitrator may then be duly entered and recorded by the prevailing party in the appropriate court as final judgment. The arbitrator shall award costs (including, without limitation, the JAMS’ fee and reasonable attorney’s fees) to the prevailing party. You acknowledge that without this provision, you would have the right to sue in court with a jury trial.
(c) No Class Actions Allowed. You and CDFF agree that any arbitration or other legal action shall be limited to the two of us as parties, and any joinder of other parties is not allowed. This means that You cannot participate in any sort of representative proceeding against CDFF, including as a plaintiff or class member in any purported class action.
(d) Remedies in Aid of Arbitration; Equitable Relief. This agreement to arbitrate will not preclude You or CDFF from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or CDFF from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. The proper venue for any action permitted under this subsection regarding “equitable relief” will be the federal and state courts located in Los Angeles, California; the parties hereby waive any objection to the venue and personal jurisdiction of such courts.
(a) By CDFF. CDFF may, in its sole discretion, terminate your Account, delete your profile, delete your Content, and/or prohibit you from using or accessing the Services at any time and without prior notice.
(b) Automatic Termination Upon Breach By You. This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties or covenants. Such termination shall be automatic, and shall not require any further notice or action by CDFF.
(c) By You. You may terminate this Agreement and Your rights hereunder at any time, for any or no reason at all, by providing to CDFF notice of Your intention to do so, in the manner required by this Agreement.
(d) Effect of Termination. Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website and Services. Upon termination, CDFF may, but has no obligation to, in CDFF’s sole discretion, delete from CDFF’s systems all Your Content, Your personal information and any other files or information that You made available to CDFF or that otherwise relate to Your use of the Website or Services. Subsequent to termination, CDFF reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website and Services, including without limitation technological barriers such as IP mapping and direct contact with Your Internet Service Provider.
(f) Survival. Upon termination, all rights and obligations created by this Agreement will terminate, except that Sections 7-12 and 18-24 will survive any termination of this Agreement. For clarification, termination of this Agreement will not relieve You of Your obligation to pay any fees owed CDFF.
(a) Entire Agreement. This Agreement constitutes the entire agreement between CDFF and You concerning Your use of the Website and Services.
(b) Partial Invalidity. Should any part of this Agreement be declared invalid, void, or unenforceable by a court of competent jurisdiction, such decision shall not affect the validity of any remaining portion of this Agreement, which shall remain in full force and effect, and the parties acknowledge and agree that they would have executed the remaining portion without including the part so declared by a court of competent jurisdiction to be invalid, void, or unenforceable.
(c) No Waiver. A waiver by either party of any term or condition of this Agreement, or any breach, in any one instance, will not waive that term or condition or any later breach.
(d) Assignment. This Agreement and all of your rights and obligations under it will not be assignable or transferable by you without the prior written consent of CDFF. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns.
(e) Independent Contractors. You and CDFF are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.
(f) Third Party Beneficiaries. Except where expressly stated herein, there are no third-party beneficiaries to this Agreement.
(g) Headings. The headings in this Agreement are for convenience only and shall have no legal or contractual effect.