DESIRES App User Agreement

Valid version 08/21/2024

This agreement (the “Agreement”) is entered into by and between the operator of the DESIRES app and website (hereinafter referred to as the “Company”) and the natural or legal person who accepts this Agreement (hereinafter referred to as the “User” or “Member”), and the date on which the acceptance of this Agreement takes place is specified.

Considering that the Company offers or may offer, among other things, online services that allow members to share profiles, information and content of adult users, it should be noted that DESIRES may transmit and/or publish them, by contract or otherwise, to one or more of its own or non-owned or affiliated companies, apps, websites, portals, networks and other print and electronic outlets, including but not limited to DESIRES (the “Company”).

Provided that the Member strictly adheres to the terms of this Agreement, as well as the Terms and Conditions and Guidelines of DESIRES, the Member may publish the images and content provided by the Member on the Company’s apps and websites or use other services that the Company may make available to the Member from time to time.

Subject to the mutual promises and understandings contained herein and for good and valuable consideration recognized as reasonable and sufficient, the parties, who are hereby legally bound, promise and agree as follows:

1. Acceptance and modification of this Agreement

1.1. By becoming a user or member of DESIRES, you agree to all the terms and conditions of this Agreement, the Terms and Conditions and Guidelines and all other terms and conditions published on the DESIRES website. The Member cannot select the terms and conditions that apply to the Member. If the Member does not agree to all the terms and conditions of DESIRES, he or she must stop accessing and using the app and websites and all other services offered by the Company. This Agreement does not create any third party rights to enforce.

1.2. No one is authorized to access the App or the Website or use the Services if they have not accepted this Agreement and all the terms and conditions posted on the DESIRES website. This consent does not have to be given through a physical signature, as electronic consent to this Agreement is permitted by law. The User expresses his/her consent to this contractual agreement by completing the registration with his/her email address, mobile number, Google, Facebook or Apple ID. The Company or affiliated companies may also use other forms of consent, such as entering the Member’s name in a signature field, checking a box or clicking a button with the words “I agree,” “Continue” or similar syntax. The User understands that this has the same legal effect as the Member’s physical signature on any other legal contract. Even if the Member does not perform such an act, he/she is bound by the terms of this Agreement when accessing any part of the Company’s Website or Services. When the Member clicks on any link, button or other device made available to the Member in any portion of the user interface of the Company’s Website, the Member will have validly accepted all of the terms and conditions contained herein. If the Member uses the Website or Services in any manner, including uploading Content (as defined below) to the Website, the Member understands and agrees that the Company will consider such use as an acknowledgement by the Member that the Member fully and unconditionally accepts all of the terms and conditions contained herein.

1.3. The Company may revise this Agreement from time to time. The Company reserves the right to do so and the User agrees that the Company has that right. The Member agrees that any modifications or changes to this Agreement will be effective and enforceable immediately upon posting and will apply to all content and information submitted to and/or stored by the Company. Any updated or edited version will replace all prior versions immediately upon posting and the prior version will cease to have any legal effect unless the revised version expressly references the prior version and keeps the prior version or portions thereof in effect. As a special exception to the foregoing, no update or change to this Agreement will affect the Member’s financial obligations to the Company, which will be governed solely by the version of this Agreement posted at the time the Member posts any Member Content. The Company agrees that if the Company changes anything in this Agreement, the Company will change the “last modified date” at the top of this Agreement so that it is immediately apparent that the Company has updated the Agreement. The User agrees to visit this App and the Websites regularly by using the “Refresh” button on his/her browser. The Member agrees to note the date of the last revision of this Agreement. If the “Last Modified Date” has remained unchanged since the Member last reviewed this Agreement, the Member may assume that nothing has changed in the Agreement since the Member last read it. If the “Last Modified Date” has changed, the Member may assume that something has changed in the Agreement and must read it again to determine how the changes have affected his/her rights and obligations. In the event that a court invalidates the acceptance of any amendment to this Agreement for any reason, the parties intend that the last previously accepted version of the Agreement will take effect.

Waiver – If the Member fails to review this Agreement periodically to determine if the Terms have changed, the Member accepts responsibility for such failure and agrees that such failure constitutes an express waiver by the Member of his or her right to review the modified Terms. The Company is not responsible for the neglect of the User’s legal rights.

2. Content, Payments, Refunds and Profiles

2.1. Posting Content. Subject to payment of all fees and approval of the Member Profile registration application by the Company, the User may submit profile content for publication by the Company. “Content” is defined as all content, materials, information, visual images, photos, videos, graphics, text materials, website and social media links, stage names, character, personality, biographical data, preferences and contact information of Members. Posting of Content is subject to strict compliance with the Company’s Posting Guidelines, Photo Review Guidelines and compliance with this Agreement, including but not limited to the following.

2.2. If Member is subject to the laws of the United States, Member warrants and agrees that all content submitted and/or posted by Member will be prepared in compliance with all applicable provisions of United States law, including but not limited to Title 18, USC §§2256, 2257 & 2258a et seq. and 28 cf. Part 75 et seq., as amended (“section 2257”) and all other applicable federal, state, local, provincial and foreign laws or regulations.

2.3. User warrants and agrees that the Content he/she submits and/or posts does not contain any Content that would trigger obligations under Section 2257. Should such Content trigger Section 2257, Member shall be solely responsible for maintaining all records required by Section 2257 or any entity. Upon request by Company, Member shall promptly provide Company with the full legal name of its fiduciary, the address at which all records are maintained under Section 2257, and a copy of all age records and other information required under Section 2257 with respect to its Place. If Content is required, Member shall provide it to Company. If Member resides in a country other than the United States (“Foreign Country”) or submits Content from a foreign country, Member shall, in addition to any other obligations arising under this Agreement, maintain all records required by the laws of such foreign country.

2.4. In exchange for the User’s agreement to all the terms of this Agreement, the Member is granted permission to use the Company’s network, including the ability to create a profile on the App or Website, submit profile content and enjoy benefits. The Member acknowledges the existence and sufficient consideration when accepting this Agreement.

2.5. Costs of Membership: To create a profile on DESIRES, the Member must select one or more of the Company’s profile variants. The rates associated with the various offers are clearly visible after selection at the time of purchase. These prices may be changed at any time at the Company’s discretion. The costs associated with arranging profiles and other services are clearly described in the App and on the Website.

2.6. The Member bears full and sole responsibility for the creation and publication of the content. After publication, the Member can make corrections, changes or deletions himself at any time. The Company does not provide refunds or credits and nothing should be expected from the Member either. This also applies, in particular, if the Member violates this Agreement, the Terms and Conditions, the Guidelines or any other terms of the Company and, for this reason, the Company must delete the profile.

The Member is fully responsible for ensuring that each payment is properly identified so that the Company can assign this payment to the Member’s account. The User must contact the Company immediately if the Member’s payment has not been correctly applied. If the Company is unable to assign the payment within ninety (90) days of receipt of payment, this payment will be forfeited, become the property of the Company and will not be refunded.

The Member acknowledges and agrees that the Member’s financial institution or provider may charge a fee if the Member pays his/her membership fees to the Company using the credit/debit card or other payment method of that financial institution or provider. The Member acknowledges that the Company may use domestic and/or international trade processing and therefore additional international fees may apply. The Member is advised to inform themselves of these fees in advance, as the Member is solely responsible for paying these fees, and to take these fees into account when choosing a payment method and a particular credit/debit card, as fees may vary.

2.7. The Member is solely responsible and liable not only for the content submitted to the Company, but also for any content accessible through a link that the Member includes as part of the Member Content, as well as for any technical failures, errors or other problems caused by the linking. The Member releases the Company (i.e., the Company, its owners, officers and directors, successors, assigns, attorneys, affiliates, agents and licensees) from any claim, debt or allegation related to any website that the User links to one or more of the Company’s or Affiliates’ apps or websites.

2.8. The Member is solely responsible for all Content submitted to the Company by the Member or on behalf of the Member by third parties (e.g., photographers or other representatives of the Member), and all terms of this Agreement shall apply to such Content. The Member warrants and represents that he/she owns and retains, or has been granted by the owner of the Content, all necessary rights to display the Content submitted to the Company pursuant to this Agreement, including, but not limited to, all necessary model releases, copyright licenses, trademark licenses, assignments, publicity rights, and the like. The Member expressly releases the Company from any claims, debts, or allegations related to any Content that the Member submits and/or publishes hereunder.

2.9. Before submitting any Content for publication, the User must establish a profile with the Company, which may require certain registration, identification, and payment information at the discretion of the Company. The Member warrants and represents that all information provided in connection with registration for a Profile is true and accurate. The Member may only establish one (1) Profile and the transfer or sale thereof is prohibited. Registration for a Profile may be denied, suspended or revoked by the Company at any time in its sole discretion if the Member fails to comply with or meet the Company’s Policies, Quality Assurance Assessment, Anti-Fraud Policies or User Authentication efforts. Members who have been denied, suspended or prohibited from creating an Account may not attempt to register another Profile using the same or different registration information. Such circumvention attempts will be considered fraudulent and unlawful.

2.10. Users may not create a Profile where access to the App or Website or its Services would violate the laws of the Member’s jurisdiction.

2.11. The Member is responsible for all uses and/or activities conducted through the Member’s Account, whether or not authorized by the Member. The User agrees to immediately notify the Company of any unauthorized access or use of the Member’s profile.

2.12. The Company disclaims any liability arising from any fraudulent access and/or use of the App or Website through the Member’s profile.

2.13. The company provides a special profile called CELEBRITY. As the name suggests, this profile is special and exclusively for people who are well-known in the public eye. This includes people from show business, such as actors and singers, but also athletes and politicians. This type of profile is particularly protected. The profile works exactly like GHOST and PHANTOM and is therefore invisible. If CELEBRITY sends a user a friend request, the CELEBRITY profile becomes visible. Unlike GHOST and PHANTOM, however, the CELEBRITY profile is only visible in the app and not in the web version. This is because the company wants to offer the celebrity the highest level of data protection. It is also imperative that the user verifies themselves after creating the profile in order to prevent misuse of this profile.

2.14. The Member may be granted online access to his/her profile. The Member acknowledges and agrees that such profile may be used solely for the purposes set out in this Agreement, including any use necessary to fulfill the purpose of this Agreement. The Member will protect his/her login and other credentials in accordance with industry standards and will not disclose such information to any third party. The Member shall remain solely responsible and liable for the content of such profile, regardless of any assistance provided by the Company to the Member with respect to such profile (e.g., loading or transferring content to the profile) as permitted under this Agreement.

2.15. Privacy/Data Collection

The User acknowledges and agrees that the Company may use cookies, browser features, web beacons, features, tracking services and other technologies to collect data about the Member to improve the Member’s experience on the App and the Sites. The collection of this data is for the purpose of improving navigation on the Site, tracking preferences, compiling general internal and user web analytics reports, conducting investigations and detecting possible fraudulent activities. The data collected includes, but is not limited to, the User’s IP address, device, transaction data, browser information, geographic location, the unmodified images/photos of the blurred images/photos the Member submits and other session data (collectively, “Passive Data”).

The User acknowledges and agrees that the Company may submit personal information, including account and member information, payment information such as credit or debit card information, identification information, personal identification documents such as government IDs and other verification documents, authentication or other photographs and/or other age verification documents and materials of the account holder or individuals depicted in the Content in order to conduct business. In addition, the Member acknowledges and agrees that the Company may record and store all interactions with the Member (e.g., phone, live chat, email, web, etc.). All of the above categories of information, data and materials are referred to herein as “Active Data.”

The User expressly and knowingly consents to the Company receiving and processing the Passive and Active Data (collectively, “Business Data”) regardless of when or under what agreement it was provided to the Company. The Company agrees that it will process the Business Data using commercially reasonable standards. In addition, Company has Member’s express permission (without additional consent) to use and retain the Business Data at its sole discretion and to disclose it, in whole or in part, to law enforcement authorities or in response to a subpoena or other administrative, regulatory or legal process or obligation, including to protect it, to make it available to third parties, Company, Members or the public, and/or to make it available to third parties and all predecessors, successors and assigns of Company, its assets or all or substantially all of its assets upon sale, merger or other corporate reorganization or in the event of bankruptcy, insolvency or receivership. If Company discloses, sells or transfers its obligations under this Agreement to a non-governmental entity, it may do so only if such entity agrees to apply commercially reasonable standards to protect such Business Information. The User acknowledges that if a purchaser or recipient of a subcontractor (governmental or non-governmental) fails to comply with its data protection obligations under this Agreement, the Company will have no responsibility or liability to the Member for the performance of the subcontractor.

The Member expressly consents to the Company searching, comparing and verifying the business records using all applicable resources such as government databases and third party tools and software. With respect to the Company’s credit, debit, gift or other payment card data, the Member grants express permission to use a PCI compliant third party service provider for the storage and processing of payment cards such as credit, debit and gift cards.

3. Grant of License Rights

3.1. The Member hereby grants to the Company and its successors and assigns a worldwide, non-exclusive, perpetual and royalty-free license to use, display, reproduce, publish, publish, display, broadcast, transmit, communicate, perform, distribute and disseminate Member Content through the Company and/or to incorporate such Member Content into any form, media or technology now known or hereafter developed. The license the User grants to the Company permits the publication of profile content on other third party websites that helps the Company to make the Member Content known to more users, including any derivative works based on or compilation of such content for the purposes set forth in this Agreement, including any uses necessary to carry out the intent of this Agreement. Member hereby grants Company the right to edit and/or modify (e.g., delete) the Content at Company’s sole discretion so that the Content complies with all applicable laws, rules and regulations (collectively, “Laws”) and Company policies and procedures, and to prevent infringement of the intellectual property rights (e.g., copyright) of third parties. Member specifically agrees that Company may place a “DESIRES” branded watermark on the images Member submits to Company for display on Company’s websites. Member hereby acknowledges and agrees that Company may permit Content viewers, app and website users, and others to post comments, ratings, reviews, and the like (collectively, “Viewer Comments”) about Member on one or more and/or owned or affiliated websites. The Member expressly releases the Company from any and all liability arising from other users’ comments or the Company’s use of the Content, including but not limited to liability arising from any blurring, distortion, alteration, watermarking or optical illusion.

3.2. Notwithstanding anything to the contrary, the Company has no obligation to enforce the copyright or other intellectual property rights of the Members in connection with any Content submitted and/or posted. The Member acknowledges that intellectual property theft is common on the Internet and that Content may be stolen, copied or otherwise infringed by third parties beyond the control of the Company. Should such infringement occur, the Member has the sole obligation to enforce its intellectual property rights if it so chooses. The Company reserves the right to assert its own copyright, license and other intellectual property rights in the Company and related works. The User will at all times reasonably cooperate with the Company and its attorneys with respect to any alleged infringement or claim of infringement, including, but not limited to, providing witness statements and providing records, papers, information, and the like as reasonably requested by the Company.

3.3. Privacy/Security Warning: Please note that while the Company makes all reasonable efforts to protect personal information or private data that Members provide to the Company, no website or server is immune from hacking or other breaches of security protocols that may wrongfully result in the publication of such information and data. Such actions may result in humiliation, psychological/emotional distress, identity theft and other significant harm. The Member therefore acknowledges and agrees that the Company shall not be liable for the publication of private information, personal data or Member Content and the Member hereby releases the Company from any liability and claims related thereto. The User further acknowledges and agrees that the App and the Websites is an adult-oriented social media accessible to Users around the world. The Member therefore understands that all materials submitted to the App and the Sites may be viewed by current and/or former friends, family members, colleagues, employees, employers and acquaintances.

3.4. The Company is not obligated to pay the Member any financial compensation for the license rights granted by the Member to the Company under this Agreement and the Member agrees that the transmission and/or publication of the Content on one or more Company Portals is fair and sufficient consideration for the grant of such rights.

3.5. The term of the license rights granted by the Member to the Company under this Agreement is perpetual, except that the license rights may be terminated by the Member by terminating the Agreement in accordance with Section 8.10. The Member acknowledges that merely ceasing payment for membership or not renewing the profile with the Company does not constitute a termination of the Member’s license rights or this Agreement. Upon the Member’s effective termination of the license rights, the Company will remove all profile content. The Company is under no obligation to return to the Member any Content that the Member has submitted to the Company. Notwithstanding anything to the contrary, the Member acknowledges that all Content may be retained by the Company or its predecessors, agents, directors, shareholders, affiliates, successors and assigns indefinitely for archival, contractual and/or legal purposes, including but not limited to the publication of an archived portion of the Listings or a portion of the Members’ profiles on its website, a sale of the Company or all or substantially all of its assets and/or a bankruptcy, receivership or insolvency of the Company.

3.6. All license rights granted to the Company under this Agreement are free of charge, fully assignable, transferable and sublicensable at the Company’s sole discretion.

3.7. The Member may appoint a third party to act on the Member’s behalf by entering into a Membership Transfer Agreement. The Member acknowledges that he/she bears full responsibility for the actions of any designated third party acting on the Member’s behalf with or without the Member’s consent. The User acknowledges that the signing of a delegation agreement does not release the Member from the terms of this Agreement and that the Member is jointly and severally liable for all acts of the delegate.

3.8. This Agreement does not constitute a license for the Member to use any of the Company’s trade names, service marks or other trademarks owned or licensed by the Company, including but not limited to “DESIRES” and any trademarked terms, corporate marks, service marks or brand names including names. Any use of the Company’s or the Company’s licensors’ trade names, service marks or other trademarks without the Company’s prior written consent is strictly prohibited. In particular, Member is not permitted to register a Uniform Resource Locator (URL) or World Wide Web address that contains any trademarks or URLs of a Company or of a Company’s licensors or any terms that are confusingly similar to any of the Company’s trademarks or URLs.

3.9. Notwithstanding anything to the contrary, the Company hereby grants to the Member a worldwide, royalty-free license to use, reproduce and publicly display the Member’s verified and designed collective mark in a manner subject to the Company’s ongoing approval. The license granted in this section shall continue until the first of the following events occurs: the Member fails to meet the qualifications set forth by the Company as a prerequisite to use of the mark, or the Company terminates this license, in its sole discretion and upon notice to the Member. The Company reserves the right to require a royalty fee or other consideration for the maintenance of the rights granted herein.

4. Member’s Representations, Warranties, Covenants and Indemnities

4.1. The Member owns or has the legal authority to transfer or grant to the Company all licenses, intellectual property rights, other legal or equitable rights necessary or required to enable publication of the Content in one or more of the Company’s outlets, including, without limitation, all copyrights, trademark rights, trade dress rights, trade name releases and model releases of all persons appearing in such Content sufficient to permit the lawful use of their names and likenesses, persona and/or character(s), including, without limitation, the waiver of all necessary publicity, commercial exploitation and privacy rights.

4.2. The Member has not entered into any other agreements, covenants, obligations or legal encumbrances that would prevent or impair the rights and licenses the Member grants to the Company under this Agreement or that would prevent the Company from freely distributing the Content provided in this User Agreement.

4.3. The Content is original and has not been copied, in whole or in part, from any other third party work, profile, image or resource not owned or licensed by the Member. The images included in the Content are not fakes or “stock” photos and any photo of a person depicted in the Content is a true and accurate representation of the person depicted.

4.4. All persons depicted in the Content submitted by the Member to the Company were of legal age at the time they were photographed in connection with the creation or production of the Content (18 years of age or older if the age of majority is in the country where they were photographed).

4.5. If a User uses the Member Account to post Content that relates to third parties, all photos of persons included in the Content must be photos of adult Users that the Member currently employs and/or represents. Should such person cease to be associated with the Agency, the Agency will notify the Company within one business day and make appropriate changes to the posted Content to reflect such change of association. The Agency further represents that the person signing this Agreement has personally reviewed age verification documents to confirm that the person depicted in the Content submitted to the Company is of legal age in the country in which the Content was created.

4.6 That any Member submitting content relating to or depicting a business or venue has the permission of that business or venue to post that content and that content does not infringe the intellectual property rights of the business or venue depicted.

4.7. that the business data the Member provides to the business is valid, authentic and genuine; that the Member has all necessary rights to use and transmit the business data to the business; that the information contained therein is truthful and accurate; and that all documents used to identify members are documents issued by the authority of an appropriate and valid government body of the person whose name appears on the documents.

4.8. The Member possesses and maintains valid, authentic and genuine documentation of the person(s) depicted in the Content, which the Member has provided to the Company upon request, proving that such persons were adults and over eighteen (18) years of age (or older if the legal age in the country where the persons were photographed is over 18) at the time the Content in which they are depicted was created. The Member acknowledges that such documentation includes proof of the date of production of the respective depiction.

4.9. The Member represents and confirms that no claims have been made against the Member relating to the Content or otherwise and that the Member is not aware of any claims that the Content infringes the intellectual property rights or rights of any other work and/or person, film or company at all.

4.10. The Member represents and confirms that all obligations related to the Content, including but not limited to all salaries, royalties, present and future license fees, service fees and the like, have been paid in full to date.

4.11. The Member represents and warrants that the Content:

– is not illegal or unlawful
– does not promote illegal activities or link to websites or social media that promote illegal activities
– does not promote or link to unlawful violence
– is not harassing, defamatory, hateful, abusive, libelous or obscene
– does not contain links to websites with unlawful, libelous, hateful, abusive, defamatory or obscene content
– does not contain depictions of actual or simulated sexual acts
– does not contain depictions of the genitals or pubic area
– has not at any time been the subject of any criminal prosecution, investigation or civil action by any party or governmental authority.

The Company reserves the right, but has no obligation, to delete, remove or refuse to post any Content that it deems to be illegal, obscene or offensive, or that violates this Agreement or its policies and procedures. The User waives all claims related to such removal.

4.12. That nothing in the Content constitutes or suggests an offer for any unlawful conduct or action, a solicitation or meeting for any unlawful conduct, or a notice of any unlawful conduct or action of any kind, in each case all applicable laws. Such Content is strictly prohibited and the posting of the same will result in termination of the Member’s account with the Company.

4.13. If a Member is conducting a business that is described or mentioned in any content submitted by the Member to the Company or that is located on the Member’s website or on the Member’s own social networking page, such business must comply with all applicable laws and the Member must have obtained all necessary licenses, permits and approvals from all relevant bodies and authorities to conduct such business.

4.14. The Member has read, understood and accepts the then current policies, statements and other operational procedures of the Company as they appear on DESIRES and will fully comply with them.

4.15. The Member agrees to indemnify and hold the Company harmless from any action, claim, judgment, penalty, loss, damage, cost, fee, including reasonable attorneys’ fees, and any other loss arising out of any breach of any representation, warranty, promise or agreement or any misrepresentation made by the Member under this Agreement or any claim that any content submitted or posted by the Member to the Company infringes any intellectual property or other right of any third party through the Company’s use of such content. The Member also agrees to reimburse the Company for all costs, including attorneys’ fees, incurred in responding to any subpoena, request for information, court order, law enforcement request or other legal process involving the User.

4.16. The User’s submission of any Content that violates the requirements set forth in this Agreement may constitute a material breach of this Agreement, which will allow the Company to terminate it with immediate effect.

5. Limitation of Liability for Posted Content

5.1. The User agrees that the Company is not responsible or liable in any manner or to any extent for any loss or damage to any Content submitted by the Member to the Company. All Content is subject to record keeping and other related Company policies. The User expressly acknowledges that he/she is only providing copies of the Content to the Company and that the Company has no obligation to maintain backup copies of the Content submitted by the User or to return any Content to the User.

5.2. The Member agrees that the Company is not responsible or liable for the actions or omissions of any Users who contact the Member through the Company or otherwise or visit the Member’s websites (“Traffic”). This Traffic is provided without warranty of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or quality. The Member is responsible for ensuring that the Traffic complies with the Member’s Terms and Conditions, and if the Traffic violates the Terms and Conditions, the Member agrees not to hold the Company liable or responsible.

5.3. The Member agrees that the Company cannot be held responsible or liable for the actions of anyone responding to a profile or Member Content posted on the Company. The Member expressly releases the Company from any claims arising from personal injury, emotional distress, property damage, loss of life, loss of liberty, injury, illness, pregnancy, or any other damages/losses suffered by the Member as a result of interactions with third parties arising from Content posted on the Company.

6. Disclaimer of Warranties/Assumption of Risk, Limitation of Liability

6.1. Disclaimer of Warranties/Assumption of Risk. The User expressly agrees that the Member’s use of the Services provided by the Company is at the Member’s sole and exclusive risk. The Services are provided “as is, with all faults” and “as available”. The Company expressly disclaims all warranties of any kind, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, quality, title and non-infringement of third party rights, to the extent provided by law. The Company makes no warranty that the Services will meet the Member’s requirements or that the Services will be uninterrupted, timely, secure or error-free. The Company also makes no warranty as to the results that may be obtained from the use of the Services, viewers or users of its websites, traffic, or the accuracy or reliability of any information obtained through the Services, or that defects in the software, hardware or Services will be corrected. The Member acknowledges and agrees that the use of any materials and/or data downloaded or otherwise obtained through the use of the Services is at his or her own discretion and risk and that the Member will be solely responsible for any damage to his or her computer system or loss of data that results from the download of such materials and/or data. In addition, the Member agrees that any informative articles, promotional tips or expressions of opinion (hereinafter referred to as “Articles”) found anywhere on the Company do not constitute professional or legal advice and solely reflect the opinions of the authors of the Articles. The Member agrees that its decision to rely on any Article is solely its own and that it waives any liability that may arise from the Member’s decision to follow the advice contained in the Articles.

6.2. Limitation of Liability. The Member acknowledges and agrees that, to the fullest extent permitted by law, in no event shall the Group of Companies be liable to the Member or any person or entity asserting rights under the Agency’s rights for any damages of any kind (including, but not limited to, damages for lost profits, business interruption, loss of business information and other special, exemplary, punitive, indirect, incidental, consequential or other pecuniary damages) relating to, based on or arising out of this Agreement, the Company’s reliance on the Services, the articles published through the Company or the Company’s use of any software, hardware or telecommunications facilities in providing services to the Members, even if the Company has been advised of the possibility of such damages, had other reason to know of them or actually knew of them. Member acknowledges that the preceding sentence reflects an informed, voluntary allocation of risks (known and unknown) between the parties that may exist in connection with this Agreement, that such voluntary allocation of risks was an integral part of the agreement between the parties, and that the terms of this Agreement, whether commercial or otherwise, were negotiated and agreed to by the parties in reliance on such voluntary allocation of risks. In any event, the Company’s aggregate liability under the terms of this Agreement shall not exceed ten dollars ($10.00). Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply.

7. The Company’s Role as an Online Service Provider

7.1. The User agrees that the Member is the creator and producer of his/her Content and is solely responsible for all Content posted on one or more of the Company’s pages and assumes all obligations associated with the Content as described elsewhere in this Agreement.

7.2. The parties acknowledge and agree that the Company acts as a communications facilitator for its third party Members and/or Users. The Company does not produce, design or provide any Content to its Members. Therefore, the parties acknowledge and agree that the Company is to be considered an Online Service Provider (“OSP”) and an interactive computer service. Nothing contained herein shall be construed as a waiver of any rights in this regard. Member shall comply with applicable reporting procedures and agrees that Company will give full effect to applicable safe harbor provisions, immunities, limitations of liability, good Samaritan protections and other provisions with respect to providers and users of interactive computer services set forth in applicable laws, as well as any similar notices and other provisions that limit or otherwise isolate the liability of OSPs and providers or users of interactive computer services under the laws of the jurisdiction in which Members or Members’ agents bring a claim against Company or any entity transferring or sublicensing the rights granted to Company herein.

7.3. Member acknowledges its responsibility to protect minors in its care from accessing harmful or inappropriate content. Member agrees not to allow minors to view such content and agrees to take responsible steps to prevent them from doing so. There are numerous commercial online safety filters that can help users limit minors’ access to harmful or inappropriate material. The Member is hereby informed that he or she may research such services on the following websites:

https://www.fosi.org/good-digital-parenting/

http://www.rtalabel.org/

http://www.parentalguidance.org

Among others. Please note that the Company makes no representations or warranties regarding any products or services referenced on such websites and the Company recommends that the Member conduct due diligence before purchasing or installing any online filter. The Member agrees to take special measures to prevent minors from viewing any of the Company’s content when a minor has access to the Member’s computer or mobile device. Finally, the Member agrees that if the Member is a parent or guardian of a minor child, it is the Member’s responsibility, and not the Company’s, to ensure that no age-restricted content of the Company can be viewed or accessed by the Member’s children or wards.

7.4. The User acknowledges and understands that the Company acts as a provider of an interactive computer service. Therefore, the Company is immune from and cannot be held responsible for any claims arising from the publication or transmission of any content of the Members and third parties. The Company does not create such content and is not responsible for the publication of any statements or communications of third parties that may be punishable under applicable law, including but not limited to the publication of material that may be punishable as defamation or an invasion of privacy or publicity rights. Note that the law allows the Company to remove or block content that it deems offensive, defamatory, obscene, or that otherwise violates Company policies without affecting the Company’s status as a provider of an interactive computer service.

8. Posting Standards

8.1. The Company never posts or accepts profile content from anyone under the age of 18.

The Company never posts images or videos of Members taken before their 18th birthday.

The Company will never allow a Member to imply or imply that they are under 18 (even if the Company has proof that the Member is actually at least 18 years old).

Members may not market themselves using adjectives that could be used to describe a person under 18.

8.2. The Company is not the creator or owner of this third party content and does not suggest or provide content to any third party. The Company does not assert the intellectual property rights of Members as Members retain full rights and ownership of the content they provide, except for a limited license granted to the Company by the Member Agreement to host their content.

The Company is only a publisher and not a provider of content. Submitted materials that meet our publishing standards and quality assurance requirements will be published without any action from Company employees.
The Company will not publish text that is considered sexually suggestive or explicit, or that encourages or could be misconstrued as such, to engage in unlawful behavior.
The Company complies with U.S. law; YourLocation does not determine which laws apply to YourProfile.
The Company will not publish discriminatory, offensive, or otherwise inappropriate text.
The Company will not publish text that infringes the copyright, trademark, or intellectual property rights of another company, product, person, or service.
Members may not post references or links, hyperlinks, or URLs to third-party websites.
Members may not post threats to other users or viewers.
The Company encourages members to submit their text exactly as they want it to appear in their profile.
The Company reserves the right to terminate a member’s account if it violates U.S. law.

8.3. The Company will not post any images that could be falsely misconstrued as soliciting or engaging in unlawful conduct.
Images that contain watermarks with links, hyperlinks or URLs cannot be posted.
The Company will not post any images that indicate, suggest or could be falsely interpreted as indicating that the member is under 18 years of age.
The Company will not post any image of a member taken before the member is at least 18 years of age.
The Company will not post any images that are discriminatory, offensive or otherwise inappropriate.
The Company will not post any images that would fall under Title 18 United States Code, Section 2257.
The Company asks its members to submit their images exactly as they wish to appear in their ad.

8.4. The Company will not post any videos that are considered sexually suggestive or explicit or that solicit or could be misconstrued as engaging in unlawful conduct.
The Company will not post videos that are longer than 3 minutes.
The Company will not post videos that are discriminatory, offensive, or otherwise inappropriate.
The Company will not post videos that fall under Title 18 United States Code Section 2257.
The Company’s policy regarding posting videos is consistent with the Company’s policy regarding posting photos.

9. Documents

9.1. The Company may require the User to upload a color image or video of a government-issued ID document. The Company only accepts certain types of ID. Acceptable ID documents vary from country to country, but may include:

– Driver’s licenses
– National identity cards
– Passports
– Permanent residence cards

The documents must be valid and contain an image of the User. The person depicted in the profile must match the person on the ID document.

9.2. If the Company cannot recognize the Member’s face in an image (e.g., a blurred face, an image cropped at the shoulders to remove the head, and images of Members in positions that obscure facial features), Company staff must conduct an enhanced review of the overall content and context of the profile.

If for any reason there is any doubt that the User is over 18 years of age (appearance of the Member’s physical characteristics, text indicating or implying that the Member may be young, etc.), the Member must provide a clear statement, an uncropped or otherwise uncovered facial image.

This uncovered image will be used in addition to the other stored profile images to determine if the images submitted in the ad and the ID that the Company has stored match.

9.3. Members have the option to get verified, which is only a label.

We only guarantee that the documents stored by the Company match the authentication photo uploaded by the User.

10. Miscellaneous Provisions

10.1. Any content and other information provided by the User to the Company will not be considered non-confidential by the parties for any purpose. Notwithstanding anything to the contrary in this Agreement, the Company may, at its sole discretion, comply with reasonable formal or informal requests for Member information. The Company shall have no obligation to resist or refuse any such request or to inform a Member of any such request prior to providing such information.

10.2. Each party acknowledges and represents that it has read and understood this Agreement in its entirety and has had the opportunity to consult with legal counsel of its choosing prior to acceptance. This Agreement contains the entire agreement between the Member and the Company with respect to the subject matter hereof. This Agreement supersedes all prior agreements, letters and representations, written or oral, and may not be modified without notice by the Company. This Agreement binds and inures to the benefit of the parties and their respective heirs, personal representatives, successors and assigns. Although this Agreement may be transferred or assigned by the Company, it may not be transferred or assigned by the Member.

10.3. The Member agrees that in the event that one or more of the provisions contained in this Agreement are held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not apply to any other provisions of this Agreement and this Agreement shall be construed as if the invalid, illegal or unenforceable provisions had never been included.

10.4. The User agrees that this Agreement shall be deemed to have been drafted by both the Member and the Company for construction purposes. Any ambiguity and/or inconsistency shall not be construed in favor or against either party.

10.5. The Member agrees that in any dispute arising out of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs, including attorneys’ fees on appeal.

10.6. The parties agree that this Agreement shall be governed by and construed in accordance with Irish law. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. In the event of any dispute between the parties arising out of or otherwise relating to this Agreement, the parties shall meet and negotiate in good faith to attempt to resolve the dispute. If the parties are unable to resolve the dispute through direct or informal negotiations, the sole method of resolving such dispute shall be final settlement under the Rules of Arbitration of an Irish Chamber of Commerce by an arbitrator with knowledge of Internet and e-commerce disputes appointed under such Rules. The proceedings shall take place in Ireland and shall be conducted in English, except for claims seeking injunctive relief, which must be filed in a court of competent jurisdiction.

The arbitrator shall have no power to award punitive or compensatory damages, to allow a class action, to add parties, to modify or ignore the terms of this Agreement, and shall be bound by applicable law. The arbitrator shall be a member of a reputable bar association and shall be able to take an oath of neutrality. The arbitrator shall issue a written opinion setting forth all essential facts and the basis for his/her decision within thirty (30) days after the conclusion of the arbitration. The arbitrator’s decision or award shall be final and binding on the parties. Any award may be entered as a judgment or order in any court of competent jurisdiction.

The parties hereby waive any rights they may have in court proceedings relating to any arbitration claim.

10.7. The waiver by either party of any breach of this Agreement shall not be deemed a waiver of any prior or subsequent breach of the same or any other provision of this Agreement.

10.8. Except for the Member’s obligation to pay the Fees when due, neither party shall be liable for any delay or failure under this Agreement resulting from any cause or circumstance beyond the control of the respective party and which the party cannot overcome with commercially reasonable care, including, but not limited to, acts of God; war, riot, embargo, acts of civil or military force or terrorism, fire, flood, earthquake, hurricane, tropical storm or other natural disaster; fiber optic failures; strikes or shortages of transportation, facilities, fuel, power, labor or materials, failure of telecommunications or information services infrastructure, hacking, data security breach, spam, network congestion or failure of computers, servers or software. If a Force Majeure Event occurs, the affected party shall promptly notify the other party in writing and shall use commercially reasonable efforts to minimize the effects of the event.

10.9. The relationship between the Company and the User under this Agreement is that of an independent contractor and shall not act or hold itself out as a partner, franchisor, franchisee, broker, employee, servant, agent or representative of the other party. Neither party is granted the right or authority to assume or create any obligation or responsibility in the name or on behalf of any other party or to bind any other party in any manner or matter beyond the obligations created by this Agreement.

10.10. Either party shall have the right to terminate this Agreement for cause, effective immediately, by giving written notice to the other party if it breaches this Agreement. Either party may terminate this Agreement for any reason upon ten (10) days’ notice to the other party. Termination by a Member, however, shall result in the removal of all Content provided by the Member from the Company’s public pages, subject to retention for archival, contractual or legal purposes in accordance with Section 3.5. Upon termination, the content provided by the Member will not be returned. In the event of termination by the Member or termination by the Company for cause, no payments will be refunded. Unless otherwise specified, the relationship between the parties will terminate upon termination.

10.11. All notices (e.g., pursuant to Section 3.5 or Section 8.10) to the Company must be sent to the Company via the contact form in the App or on the Websites.

10.12. For the avoidance of doubt, to the extent that any indemnity or release is granted in favor of the Company, such release shall extend to the Company’s agents, affiliates, employees, officers, directors, shareholders, attorneys, vendors and contractors, predecessors, successors and assigns.

10.13. Sections 1, 2.1-2.4, 2.6-2.12, 2.14, 3.2-3.8 and Sections 4 through 10, all representations, warranties and indemnification obligations of Members, and all sections which by their nature would survive, shall survive any termination or expiration of the existing Agreement for any reason.

Important!

Notwithstanding anything to the contrary in this Agreement or elsewhere, the Company reserves at all times the right, in its sole discretion, to request identification, request photographs for verification purposes, verify the age of Members appearing in photographs at the time the photographs were taken, reject content, change prices and/or the pricing model and/or change profile categories and policies related to such categories and also to sell, transfer or assign any or all Member data and information, including, without limitation, Personal Information as that term has been broadly interpreted and defined, and/or to third parties and all predecessors, successors and assigns in the event of bankruptcy, receivership or insolvency or if the Company or all or substantially all of the Company’s assets are lost in a sale, merger or other reorganization of the Company in accordance with this Agreement – this authority and permission to do so shall survive any termination or expiration of this Agreement. To the extent that the User does not agree to any changes in prices or pricing model or service options, the Member may terminate this Agreement and refrain from future postings.

The parties hereby agree to the terms and conditions set forth above.