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Terms of Service Last Updated: 12/07/2006 Clubxtc IS A COMMUNITY BASED SELF- PUBLISHING PLATFORM FOR THE OPEN AND HONEST DISCUSSION OF ADULT TOPICS (THE “SERVICE”). THE MATERIALS WHICH MAY BE PUBLISHED ON THE WEBSITE Clubxtc BY THE USERS OF THIS SERVICE INCLUDE GRAPHIC WRITTEN, AUDIO AND VISUAL DEPICTIONS OF NUDITY AND SEXUAL ACTIVITY AND SHOULD NOT BE ACCESSED BY ANYONE WHO IS OFFENDED BY SUCH MATERIALS OR WHO DOES NOT WANT TO BE EXPOSED TO SUCH MATERIALS. Article I. Eligibility You must be eighteen (18) years of age or older to register as a member or use the service provided by Clubxtc. Membership and use of the service are void where prohibited by applicable law. By viewing the website, registering for membership or using the Service in any way you represent and warrant that: (a) You are over the age of eighteen (18) or older if the age of majority is greater than eighteen (18) in the jurisdiction in which you live. Your profile may be deleted and your membership may be terminated, without notice or warning, if we believe that you are under eighteen (18) years of age; (b) You have the right, authority and capacity to enter into this agreement and to abide by all of the terms and conditions contained herein; (c) All registration information you submit will be truthful and accurate; (d) You are interested in adult material and are not offended by written, audio or visual depictions of, and open discussions related to, nudity and sexual activity; (e) You are voluntarily choosing to register and/or use the Service because you want to participate in discussions or view, read and/or hear the user published adult materials which are made available on the website for your own personal enjoyment, information or education; (f) You will not allow or permit any person or persons to access or view the materials on the website or use the Services who are under the age of eighteen (18), or older if the age of majority is greater than eighteen (18) in the jurisdiction in which you live, and you will make diligent efforts to prevent unauthorized access by minors; (g) You are familiar with the community standards of the area in which you access the website or use the Service regarding the acceptance of sexually oriented materials and the materials you expect to encounter are within those standards; (h) You have determined that the community in which you live, the community in which you access the website or the community in which you use the Service, accepts the publication and public consumption of sexually oriented materials by informed and consenting adults and that the community will not find that such materials appeal to a prurient interest or are patently offensive; (i) You have not and will not use, view, browse, search or otherwise participate in the Service in any way from a restricted place, country, state, community or other location where doing so would be, or could be deemed a violation of any law, regulation, rule, ordinance, edict or custom; (j) You have not notified any governmental agency, including but not limited to the U.S. Postal Service, that you do not want to receive sexually oriented materials; (k) You will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to bypass or to interfere or attempt to interfere with the proper working of the Clubxtc Service or any components thereof. Notwithstanding the foregoing, Clubxtc grants the operators of public search engines permission to use spiders or other proprietary methods to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Clubxtc reserves the right to revoke these exceptions either generally or in specific cases. (l) You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on the Service is updated on a real-time basis and is proprietary or is licensed to Clubxtc by our users or third parties. (m) You will use the Clubxtc Service in a manner consistent with any and all applicable laws and regulations. Article II. Terms This Agreement shall become effective when you first access the website, register for Membership and/or use, view, browse, search or otherwise participate in the Service (regardless of Membership). This Agreement shall remain in full force and effect during the time in which you are a registered Member or use the Service in any way. You may terminate your Membership at any time and for any reason by the Contact Us form using the “Delete My Account” function. Clubxtc reserves the right to terminate your Membership at any time, for any reason, without notice or warning. If Clubxtc terminates your Membership for violation of any policy or for breach of this Agreement, you will not be entitled to any refund of any unused subscription fees or credits (if any). Upon termination of this Agreement all sections which would normally survive termination of an agreement shall remain in full force and effect including but not limited to [proprietary rights, content posted, prohibited content, copyright policy, member disputes, privacy, disclaimers, limits on liability, export controls, disputes, indemnity] Article III. Fees Currently Clubxtc does not charge a fee for Member registration or use of the Service. You understand, agree and accept that Clubxtc reserves the right to charge a fee for the Service and to change any fees from time to time, as may be decided in our sole discretion. Article IV. Username and Password You must choose a unique username and password when you sign up to become a Member. Your username will be publicly displayed on the Service. You are entirely responsible for maintaining the secrecy of your password. You agree that you will not share your password with anyone or disclose your password to anyone for any reason. You agree that you will not use the account, username or password of another Member at any time. You agree to notify Clubxtc immediately if you suspect any third party access to your password or use of your account by anyone other than yourself. You are solely and exclusively responsible for any and all use of your account. Article V. Commercial Use The Service may be used by Members to make commercial statements or to otherwise engage in commercial endeavors pursuant to the Commercial Use Guidelines as may be established by Clubxtc from time to time in our sole discretion. The Commercial Use Guidelines shall be incorporated into and become a part of this Agreement as if fully set forth herein. Illegal or unauthorized use of the Service, including collecting usernames and/or email addresses of Members by any means, electronic or otherwise, for the purpose of sending unsolicited email or private messages is strictly forbidden. Framing of or linking to the website or any part of the Service is strictly forbidden. Unsolicited commercial communications with Members via email or private message is strictly forbidden. Illegal and/or unauthorized use of the Service, including violation of the Commercial Use Guidelines, will be investigated and appropriate legal action will be taken, including without limitation civil, criminal and injunctive relief and/or termination of your Membership in our sole discretion. Notwithstanding anything to the contrary contained herein or in the Commercial Use Guidelines, Clubxtc reserves the right to suspend, terminate, delete or otherwise remove any commercial statements without notice and without penalty. You understand, accept and agree that all commercial speech is allowed at the sole and exclusive discretion of Clubxtc and no absolute right to engage in commercial speech is granted by this Agreement. In order to maintain the integrity of the Service, Clubxtc reserves the right, in our sole discretion, to take reasonable steps to limit the volume of emails, chat messages and other communications sent or received by a Member and electronically filtering, limiting or terminating communications. Clubxtc reserves the right to terminate the right to make commercial speech or disseminate commercial messages at any time, for any reason, without notice and without penalty. Article VI. User Published Content Section 6.01 Proprietary Rights of Content on Clubxtc By publishing, displaying, posting or otherwise disseminating any messages, text, files, images, photos, video, sounds, profiles, works of authorship, or any other materials whatsoever (collectively the “Content”) on or through the Service, you hereby grant to Clubxtc a perpetual, non-exclusive, fully- paid and royalty-free, worldwide license, with the right to sublicense through unlimited levels of sublicenses, to use, copy, modify, adapt, translate, publicly perform, publicly display, store, reproduce, transmit and otherwise distribute the Content on and through the Service. The license granted in this Article 6; Section 6.01 shall survive termination of this Agreement. Clubxtc owns and retains other proprietary rights on Clubxtc.com. The Service contains the copyrighted material, trademarks, and other proprietary information of Clubxtc and its licensors. Except for information in the public domain or for which you have been given express written permission by Clubxtc, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information. Section 6.02 Representations and Warranties You, the Self-publisher, represent and warrant that: (a) You are solely responsible for the Content that you publish, display, post or otherwise disseminate on or through the Service provided by Clubxtc or transmit to other Clubxtc members. (b) You own the Content published or otherwise posted by you on or through the Service, including all copyrights therein, free of any liens or encumbrances, or you otherwise have the right and authority to grant the license set forth in Article 6; Section 6.01 above; (c) You did not plagiarize or copy any work of any person(s), entity or entities in publishing or otherwise posting the Content on or through the Service; (d) None of the Content contains any material from other copyrighted or unpublished works unless You have obtained a copy of written permission or authorization and consent of the owner of such rights in such materials; (e) None of the Content, or any part thereof, and no display of any or all of the Content by Clubxtc as authorized or contemplated by this Agreement shall infringe upon any rights of any person(s), entity or entities, including without limitation, any intellectual property rights which include without limitation, any copyright, trademark right, service mark right, right of publicity or privacy, trade secret right, or any other proprietary or personal right of any person(s), entity or entities; (f) All participants, actors, crew, production staff or other individuals associated with the Content were at least eighteen (18) years of age (or twenty-one (21) years or older as may be required by law where the age of majority is not eighteen (18) years) at the time the original work in which said person(s) appear was first created, or at the time such persons initially performed any act(s) which resulted in their appearance in any of the Content, whichever is earlier; (g) When necessary, you have made reasonable inquiry, investigation and inspection of all necessary records required for compliance with United States Code Title 18 Section 2257 and you have all such necessary records in your possession with respect to the Content, including but not limited to, proofs of age, identification of the particular work in which the performer appears, all names used by the performer, prior works in which the performer appeared and all model releases allowing the use of the performers image and likeness in the Content for the purposes contemplated under this Agreement. (h) You are the primary producer of the Content, and all parts thereof; further, you can and will provide Clubxtc with all records whatsoever that may required for Clubxtc to be in compliance with the Laws of the United States and any other international jurisdiction which may be applicable, as may be promulgated or amended from time to time, including but not limited to Federal, State, and Local Laws, including but not limited to United States Code Title 18 Section 2257;The Licensor shall make timely delivery of all Films and collateral material as set forth more specifically below; (i) Whenever you Self-publish or otherwise post or upload any Content of a sexually explicit nature, as defined in United States Code Title 18 Section 2256(2), to the Service you have been, and at all times shall be, in compliance with the Laws of the United States and any other international jurisdiction which may be applicable, as may be promulgated or amended from time to time, including but not limited to Federal, State, and Local Laws and that all material is in compliance with United States Code Title 18 Section 2257. Further, if required in the sole discretion of Clubxtc, you shall deliver to Clubxtc any and all records, including but not limited to proofs of performer age, identification of the Content in which any performer appears, all names used by any performer, prior works in which any performer appeared and all model releases allowing the use of the performer’s image and likeness in the Content. (j) None of the Content contains any matter that, if published or publicly displayed or disseminated would be obscene, fraudulent, libelous, slanderous, defamatory, hateful, harassing, negligent or otherwise contrary to any law of any applicable jurisdiction. (k) None of the Content includes any images of bestiality, fisting, urination, defecation, torture, mutilation, rape, sadistic or masochistic abuse, incest, necrophilia, sex acts with non-consenting adults, child pornography or any other depiction that would lead a reasonable person to conclude that the performer depicted in the Content is a minor; Section 6.03 CDA Clubxtc claims immunity from liability to the fullest extent under the law and as provided under the Communications Decency Act for Content provided by third parties and members and nothing in this Agreement is intended to waive, remove, or usurp such immunity. You understand and agree that Clubxtc does not monitor or otherwise control the Content published or otherwise posted on the Service and, if notified of any potential violation of this Agreement or any law, rule, code, or regulation, Clubxtc may delete any Content that in the sole judgment Clubxtc violates the Terms of Use or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Clubxtc, its employees, independent contractors, performers or members. By publishing, displaying, posting or otherwise disseminating any Content on or through the Service, you automatically grant, and represent and warrant that you have the right to grant, to Clubxtc and its members, an irrevocable, perpetual, non- exclusive, fully-paid, worldwide license to use, copy, perform, display, and distribute such information, rights of publicity and Content and to prepare derivative works of, or incorporate into other works and other media, such information and Content, and to grant and authorize sublicenses of the foregoing. As a visitor to Clubxtc, if you provide us with your e-mail address via a registration process or post it on or through the Service, you thereby authorize Clubxtc and its affiliates and any entities that Clubxtc becomes involved with or merges with, the right to use and/or sell your valid email address for any marketing programs or communications with you. Section 6.04 DMCA and Copyright Policy You may not publish, display, post or otherwise disseminate, or reproduce in any way, any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights or otherwise have a valid basis under the law, including "fair use." Without limiting the foregoing, if you believe that your work has been copied and posted on the Clubxtc Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information consistent with the Digital Millennium Copyright Act (DMCA) (a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) An complete and accurate description of the copyrighted work that you claim has been infringed with enough specificity to identify the work; (c) A description of where the material you claim is infringing is located on the Service, including the URLs of web pages and/or hyperlinks; (d) Your address, telephone number, and email address; (e) A written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (f) A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Clubxtc' Copyright Agent for Notice of claims of copyright infringement can be reached as follows: DMCA AGENT Clubxtc dmca@Clubxtc.com Clubxtc CM 16900 N. Bay Road, Sunny Isles, FL 33160 It is the intention of Clubxtc to fully comply with the DMCA, including the Notice and "take down" provisions and to benefit from the safe harbors immunizing it from liability to the fullest extent provided by law, and to the extent the Notice and "take down" requirements above deviate from the requirements under the DMCA then the Notice requirements as provided by the DMCA shall control and are herein incorporated by reference. It is the policy of Clubxtc to terminate Membership privileges of any Member who repeatedly infringes the copyright rights of others upon receipt of prompt notification to Clubxtc by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement you must make notice to Clubxtc as set forth in Article 6; Section 6.04 above. Section 6.05 Prohibited Content The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the Service. If notified of an alleged breach of these Content restrictions, Clubxtc reserves the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, removing the offending communication from the Service and terminating the Membership of such violators. Without limiting any other Self-published Content prohibitions as may be set forth elsewhere in this Agreement, Prohibited Content includes, but is not limited to: (a) Content that is patently offensive to the online community; (b) Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (c) Content that harasses or advocates harassment of another person or invades their privacy; (d) Content that involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing or "spamming;" (e) Content that promotes information you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (f) Content that promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture- installed copy-protect devices, or providing pirated music or links to pirated music files; (g) Content that contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page); (h) Content that provides material which exploits people under the age of 18 in a sexual or violent manner or solicits personal information from anyone under 18; (i) Content that provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; (j) Content that solicits passwords or personal identifying information for commercial or unlawful purposes from other users; (k) Content that may test the boundaries of decency, or may be considered illegal in the United States; (l) Depictions of bestiality, fisting, urination, defecation, torture, mutilation, rape, sadistic or masochistic abuse, incest, necrophilia, sex acts with non-consenting adults, child pornography or any other depiction that would lead a reasonable person to conclude that the performer depicted in the Content is a minor; (m) Any Content that Clubxtc deems inappropriate or offensive as may be determined in our sole discretion. Article VII. Privacy Policy Use of the Clubxtc site and/or its Service is governed by our Privacy Policy, which may change from time to time, in our sole discretion, upon electronic notice to you, and which is incorporated herein by reference. Article VIII. Member Disputes Clubxtc does not control the Content which is Self-published by Members which is made available through our Service. You may find other Members’ or users' information to be offensive, harmful, inaccurate, or deceptive. Please use caution, common sense, and safety when using our Service or otherwise accessing our web site. You are solely responsible for your interactions with other Clubxtc’s members. Because Clubxtc is not involved in Member or user interactions, in the event that you have a dispute with one or more Members or those who have posted, viewed, or used information on the Clubxtc Service, you release Clubxtc, including its officers, directors, agents, subsidiaries and employees, from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code § 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Clubxtc reserves the right, but has no obligation, to monitor disputes between you and other members. Article IX. Disclaimers Clubxtc is not responsible for any incorrect or inaccurate Content posted on the web site or in connection with the Service provided, whether caused by Members or users of the Service or by any of the equipment or programming associated with or utilized in the Service. Profiles created and posted by Members of the Service may contain links to other websites. Clubxtc is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by Clubxtc. Inclusion of any linked website on the Clubxtc’s Service does not imply approval or endorsement of the linked website by Clubxtc. When you access these third-party sites, you do so at your own risk. Clubxtc takes no responsibility for third party advertisements posted or otherwise disseminated on or through the Service, nor does it take any responsibility for the goods or services provided by its advertisers. Clubxtc is not responsible for the conduct, whether online or offline, of any Member or user of the Service. Clubxtc assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Member or user communication. Clubxtc is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Service or combination thereof, including any injury or damage to members or users or to any person's computer related to or resulting from participation or downloading materials in connection with the Service. Under no circumstances shall Clubxtc be responsible for any loss or damage, including personal injury or death, resulting from use of the Service, attendance at an Clubxtc event, from any Content posted on or through the Service, or from the conduct of any members or users of the Service, whether online or offline. Clubxtc is not responsible for downtime, bugs or other errors with the Service and you understand and agree that the Service may not be always available and that various features of the Service may not work or be discontinued without notice. The Service is provided "AS-IS" and as available and Clubxtc expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Clubxtc cannot guarantee and does not promise any specific results from use of the Services. Article X. Limitation on Liability IN NO EVENT SHALL Clubxtc BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF Clubxtc HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, Clubxtc LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO Clubxtc FOR THE SERVICES DURING THE TERM OF MEMBERSHIP. Article XI. U.S. Export Controls Any software that may be available in connection with the Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. By downloading or using any Software, you represent and warrant that such download or use is not in violation of any such law. Article XII. Jurisdiction and Disputes This Agreement shall be governed and construed under the laws and judicial decisions of the State of North Carolina and the United States. Subject to the provisions of Articles 8, 9, 10, and 11, inclusive; any and all disputes as to the interpretation of, or any performance under, this Agreement which are not first resolved informally shall be determined by binding arbitration in Den Hague, The Netherlands, in accordance with the commercial arbitration rules and procedures of the American Arbitration Association. The final award in any such arbitration proceeding shall be subject to entry of judgment by any court of competent jurisdiction, provided such judgment does not conflict with the terms and provisions hereof. If, for any reason, any matter or dispute arising under this Agreement is not resolved through Arbitration, or if any of the proceedings or decisions of the Arbitration must be enforced by a court of competent jurisdiction, the parties agree that in case of any litigation regarding this Agreement, or the various subject matters hereof, the venue for such litigation shall be the determination of the legal council. Article XIII. Indemnity You hereby agree to indemnify and take full responsibility and deem Clubxtc and its officers, directors, sub- licensees, affiliates and assigns (the “Clubxtc Indemnitees”), harmless and not accountable for any and all claims, damages, liabilities, costs, and expenses, including any attorneys’ fees, arising out of any dispute, claim, action, proceeding based upon or in any way related to any and all breaches or alleged breaches of your representations, warranties, promises, agreements and obligations set forth herein. Further, you understands and agree the representations and warranties contained in this Agreement are material for Clubxtc to display and distribute the Self-published Content under the terms of this Agreement and any failure or delay on the part of the you to provide any documentation or other required materials, as may be set forth in this Agreement, shall constitute a breach. Additionally, you understand and agree that Clubxtc is providing the Service to you as a platform for self-publishing and Clubxtc does not monitor or control the content that is published and you agree to indemnify the Clubxtc Indemnitees fully from any liability for content which you publish. Article XIV. Notices Except as explicitly stated otherwise, any notices shall be given by postal mail to: Webmaster Clubxtc 16900 N. Bay Road, Sunny Isles, FL 33160 or to the email address you provide to Clubxtc during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Clubxtc may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Clubxtc during the registration process. In such case, notice shall be given 3 days after the date of mailing. Article XV. No Agency The relationship of the parties hereunder is limited to the respective rights and obligations of the parties as specifically provided herein. The parties to this Agreement are independent entities and nothing in this Agreement shall make them joint venturers, partners, employees, agents or other representatives of the other party hereto, or shall be construed or interpreted to permit either party to undertake any agreement for the other, or to use the name or identifying mark of the other, all except as is specifically provided herein. Article XVI. Other This Agreement is accepted upon your use of the Website or any of the Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and Clubxtc regarding the use of the Services. The failure of Clubxtc to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. You agree that this Agreement and all incorporated Agreements may be automatically assigned by Clubxtc, in our sole discretion, to a third party. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. Clubxtc is a trademark of Cozmo's Moon