YourEbonyKryptonite.com Terms-of-Use Agreement Last Updated: February 14, 2019
2. Eligibility Requirements 2.1 The Website contains uncensored sexually explicit material unsuitable for minors. Only adults (1) who are at least 18-years old and (2) who have reached the age of majority where they live may access the Website. If you do not meet these age requirements, you must not access the Website and must leave now. 2.2 By accessing the Website, you state that the following facts are accurate: (a) You are at least 18-years old, have reached the age of majority where you live, and you have the legal capacity to agree to these terms; (b) All information you provided to us is accurate, and you will promptly update this information when necessary to make sure that it remains accurate; (c) You own the credit card you pay with and authorize us (or our authorized payment processing agent) to charge your credit card for the content you purchase; (d) You are aware of the adult nature of the content available on the Website, and you are not offended by content of this nature; (e) You are familiar with your jurisdiction’s laws affecting your right to access adult oriented materials; (f) You have the legal right to access adult oriented materials, and we have the legal right to transmit them to you; (g) You are voluntarily requesting adult oriented materials for your own private enjoyment; We may change these terms on one or more occasions by updating this webpage. The top of the terms will tell you when we last updated them. Changes will take effect on the “last updated” date stated on the top of this webpage. Changes will not operate retroactively. We will try to notify you when we change these terms if we can do so in a reasonable manner. But you should frequently check this webpage to make sure that you are operating under the most current version of the terms. We will consider your continued use of the Website after we post the changes as your acceptance of the changes even if you do not read them. If you do not agree to the changes, your sole remedy is to stop accessing the Website. 1.3 3 (h) You will not share these materials with a minor or otherwise make them available to a minor; and (i) By logging on, you will have released and discharged the providers, owners, and creators of the Website from all liability that may arise.
3. Intellectual Property Rights 3.1 Ownership of Website (a) We own or have a license to use: (i) the Website, including its past, present, and future versions; (ii) all webpages found within the Website; (iii) all the material and information on the Website; (iv) all graphics, text, images, audio, videos, designs, compilation, advertising copy, articles, user interfaces, artwork, any computer applications, any copyrightable material (including source and object code), and all other materials, including the design, structure, “look and feel,” and arrangement of the content contained on the Website; and (v) all trade names, trademarks, service marks, logos, domain names, and other distinctive brand elements, regardless of registration, contained on the Website. (b) Intellectual property laws, including copyright, patent, service mark, trademark, trade dress, trade secret, international treatises, and various other intellectual property and unfair competition laws protect the Website and its content. In using the Website or the content, you will comply with all governing intellectual property laws, and any specific notices contained on the Website. 3.2 Trademarks (a) The Company’s name, logos, domain names, and the terms YEK, SGAYEK, SUPERNALGODDESSASHANTI, SUPERNALGODDESS, GODDESS ASHANTI, SUPERNAL GODDESS ASHANTI YOUR EBONY KRYPTIONITE, and EBONYJUSTICEMOVEMENT are the trademarks of the Company, and must not be copied, imitated, or used, in whole or in part, without the Company’s advance written permission. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and trade dress of the Company, and must not be copied, imitated, or use, in whole or in part, without the Company’s advance written permission. (b) Other names of actual companies, products, or services mentioned on the Website may be the trademarks of their respective owners and reference to them does not suggest sponsorship, endorsement, or association by or with the Company, or that those owners endorse or have any affiliation with the 4 Website. Nothing contained on the Website should be construed as granting, by implication or otherwise, any license or right to use any marks displayed on the Website, meta tags, or any other “hidden text” using marks that belong to the Company and its licensors, without advanced written permission from the Company or the third party who may own the mark. 3.3 License Grant We hereby grant you a nonexclusive, nontransferable, no sublicensable license to access the Website and its content for your personal and noncommercial use in accordance with these terms. By “access,” we mean visit the Website, use its services, and view or download its content. “Content” includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features, and other materials found on the Website. 3.4 License Restrictions (a) The license granted in section 3.3 does not include any of the following: (i) resale or commercial use of the Website; (ii) distribution, public performance, or public display of the Website or the content; (iii) changing or otherwise making any derivative uses of the Website and the content, or any part of the Website or the content, unless we specifically authorize change or derivative use in a separate written agreement with you; (iv) use of any data mining, robots, or similar gathering or extraction methods; (v) downloading (other than webpage caching) any portion of the Website or the content except as permitted on the Website; or (vi) any other use of the Website or the content other than for its intended purpose. (b) Your license to access the Website does not transfer ownership of or title to a copy of any content that you view or print, and we only authorize you to use your copy in accordance with these terms. If you download or print a copy of the content for your personal use, you must retain all copyright and other proprietary notices embedded in the content. Any use of the Website or the content except as authorized by these terms will terminate the license granted here. Unauthorized use of the Website or the content may also violate intellectual property laws or other laws. Unless stated here, nothing in these terms should be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. We may revoke this license at any time.
4. Your Account 4.1 Account Creation To take advantage of all the Website has to offer, you may have to register. Registration is free and for a single user only. To register, you must complete the registration process by providing us with accurate information as prompted by the registration form. You also will choose a password and a username. 4.2 Responsibility for Account You are responsible for maintaining the confidentiality of your password and account. Further, you are responsible for all activities that occur under your account, including the purchase of credits or the expenditure of credits. You will promptly notify us of any unauthorized use of your account or any other breach of security. 4.3 Liability for Account Misuse We will not be liable for any loss that may incur as a result of someone else using your password or account, either with or without your knowledge. You could be held liable for losses incurred by us or another person due to someone else using your account or password. 4.4 Use of Other Accounts You will not use anyone else’s account at any time. 4.5 Account Security We care about the integrity and security of your personal information. But we cannot guarantee that unauthorized third parties will never be able to defeat the Website’s security measures or use any personal information you provide to us for improper purposes. You acknowledge that you provide your personal information at your own risk.
5. Paid Services 5.1 Purchases The Website offers you the ability to purchase content and to tip performers. You can purchase content without registering for an account. Pricing is determined by the performer. It is your responsibility to check the price before making a purchase. Pricing excludes any taxes or currency transmission charges, which are extra costs charged to you. 5.2 No Recurring Billing All purchases are one-time charges, meaning we will not charge you again unless you make another purchase. We do not use recurring charges or use other deceptive billing 6 practices. 5.3 Billing Disputes If you believe that the Company has charged you in error, you must notify the Company in writing no later than 30 days after you receive the billing statement in which the error first appeared. If you fail to notify the Company in writing of a dispute within this 30-day period, you waive any disputed charges. You must submit any billing disputes to and include a detailed statement describing the nature and amount of the disputed charges. The Company will correct any mistakes in a bill and credit them against your future purchases. 5.4 Chargebacks You are liable to the Company for any credit card chargebacks or related fees that the Company incurs on your account. If your financial institution charges back or denies your payment transaction, you must pay us a service charge of $40 or the maximum allowed by law. 5.5 No Refunds
6. Premium Membership Upgrade 6.1 Payment You must pay the applicable membership fee in advance by depositing sufficient funds in your account. 6.2 Recurring Billing 6.3 Billing Cycle The membership fee will be billed at the beginning of the initial term of your All sales and transactions are final. Once you have paid for content or tipped a performer, it is non-refundable. We may issue refunds at our sole discretion, but we are not required to do so. By purchasing a premium membership upgrade, you hereby authorize the Company to automatically deduct the membership fee from your account at the rate in effect in effect when you originally signed up, and any other charges you may incur in connection with your use of the Website. Your membership will continue for the length of the initial term you select and, at the end of your prepaid initial term, it will automatically renew for additional prepaid periods of the same length. You must cancel your membership before it renews to avoid billing of the next term’s membership fees to your account. Your account will automatically be charged at the rates in effect at the time you originally signed up. If your account does not have sufficient funds to cover the membership fee, your account will be suspended until you deposit sufficient funds to cover the membership fee. 7 membership and each term afterwards until you cancel your membership. The Company automatically bills your account each term on the calendar day corresponding to the start of your paying membership. Membership fees are fully earned on payment. 6.4 Billing Disputes If you believe that the Company has debited your account in error, you must notify the Company in writing no later than 30 days after the Company debited your account. If you fail to notify the Company in writing of a dispute within this 30-day deadline, you waive any disputed debits. You must submit any billing disputes in writing to and include a detailed statement describing the nature and amount of the disputed debit. The Company will correct any mistakes in a bill and add or credit them against your future payments. 6.5 Refunds 6.6 Cancellation
7. User Conduct 7.1 You are solely responsible for all acts and omissions that occur because of your use of the Website. You must comply with all laws and regulations of any governmental body Payments are nonrefundable and there are no refunds or credits for partially used periods. But the Company may approve a refund in the form of a credit on request if exceptional circumstances exist. The amount and form of a refund, and the decision to provide it, is at the Company’s sole discretion. The provision of a refund in one instance does not entitle you to a refund in the future for similar instances; nor does it obligate the Company to provide refunds in the future, under any circumstance. You may cancel your membership at any time, and you will continue to have access to the Website through the end of your billing cycle. The Company does not provide refunds or credits for any partial-month membership periods. 8 that apply to your access to the Website and its content, including laws relating to the Internet, data, email, privacy, or the sending of technical data exported from the United States or the country where you live. 7.2 You must not engage in any of the following prohibited activities: (a) copying, distributing, or disclosing any part of the Website in any medium, including by any automated or non-automated “scraping;” (b) recording or rebroadcasting any content; (c) using the Website to infringe the intellectual-property rights of another person; (d) using any automated system, including “robots,” “spiders,” “offline readers,” etc., to access the Website; (e) transmitting spam, chain letters, or other unsolicited email; (f) using the Website to submit, publish, display, disseminate, or otherwise communicate any defamatory, libelous, inaccurate, abusive, harmful, threatening, obscene, offensive, hateful, discriminatory, infringing, or illegal material to any other user of the Website or to any other person; (g) attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Website; (h) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on the Website infrastructure; (i) uploading invalid data, viruses, Trojan horses, worms, or other software agents through the Website; (j) collecting or harvesting any personally identifiable information, including account names, from the Website; (k) Using the website for any commercial solicitation purposes, including soliciting any users or performers for similar services or website or for prostitution. You agree not to solicit or exchange any personal contact information, solicit the arrangement of any in person meet ups, receive or distribute any funds in exchange for services rendered outside of the site; (l) using the Website to engage in false or deceptive advertising or trade practices; (m) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (n) interfering with the proper working of the Website; (o) attacking the Website via a denial-of-service (DoS) attack or a distributed denial- of-service (DDoS) attack; 9 (p) accessing any content on the Website through any technology or means other than those provided or authorized by the Website; (q) bypassing the security measures we may use to prevent or restrict access to the Website, including features that prevent or restrict use or copying of any content or enforce limitations on use of the Website or the content located on it; or (r) using the Website for any unlawful purpose or in any way that is prohibited by these terms or that exposes us to civil or criminal liability. 7.3 Unauthorized use of the Website or the content may also violate various laws, including copyright and trademark laws, the laws of privacy and publicity, and communications regulations and statutes. We will take appropriate action against you for any unauthorized use of the Website or the content, including civil, criminal, injunctive relief, and termination of your access or registration.
8. Messaging Rules The Website allows registered users to message back and forth using the Website’s built in chat messaging system. You must not do any of the following while using the Website’s built in chst messaging system: 8.1 Harass, stalk, threaten, embarrass, or cause distress or discomfort to the store or studio; 8.2 Use language that could be considered offensive or likely to harass, upset, intimidate, embarrass, alarm, or annoy; 8.3 Transmit any information, data, text, files, links, software, communication, or other materials that we reasonably consider to be unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, vulgar, obscene, hateful, or racially, ethnically, or otherwise objectionable; 8.4 Record, rebroadcast, or distribute the messages between you and the store or studio; 8.5 Submit private or personal information about any person; 8.6 Impersonate any person; 8.7 Request money from, or otherwise defraud the store or the studio; 8.8 Engage in any activity that may be considered obscene in your community or may be generally considered obscene worldwide, including incest, rape, extreme violence, genital mutilation, sado-masochistic abuse or bondage, torture, bestiality, necrophilia, urination, defecation, “going to the bathroom,” enema play, vomiting, breastfeeding or lactation, menstrual bleeding, or paraphilia; 8.9 Engage in any illegal activity, including offering money or other consideration in exchange for sex. You agree not to solicit or exchange any personal contact information, solicit the arrangement of any in person meet ups, receive or distribute any funds in 10 exchange for services rendered outside of the site; 8.10 Discuss illegal activity or post links to other websites that deal with those activities; 8.11 Discuss pedophilia, the exploitation of children, age-play, rape, or incest; 8.12 Intentionally or unintentionally violate any local, state, national, or international law, including any regulations having the force of law while using or accessing the messaging system; 8.13 Post or transmit any unsolicited advertising, promotional materials, or other forms of solicitation through the chat messaging system, including the solicitation of performers for commercial ventures; 8.14 Transmit “junk mail,” “chain letters,” or “spam;” or 8.15 Engage in antisocial, disruptive, or destructive behavior, including “bombing,” “flaming,” “flooding,” “trolling,” and “griefing” as those terms are commonly understood and used on the Internet.
9. Monitoring and Enforcement 9.1 We may do any of the following: (a) Remove or refuse to post any message for any reason or no reason in our sole discretion; (b) Take any action with respect to any message that we consider necessary or appropriate in our sole discretion, including if we believe that the message breaches these terms, infringes any intellectual-property right of any person, threatens the personal safety of users of the Website or the public, or could create liability for us; (c) Disclose your identity or other information about you to any person who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Website; or (e) Terminate or suspend your access to all or part of the Website for any reason, including breach of these terms. 9.2 We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any content on or through the Website. You hereby waive any claims you might have against us—including our affiliates, licensees, and service providers—resulting from any action taken by us during or because of our investigations and from any actions taken as a consequence of investigations by either us or law enforcement authorities. 9.3 We do not endorse the opinions expressed in any message.
10 10. The Website may contain links to third-party websites or resources. You acknowledge that we are not responsible or liable for: (1) the availability or accuracy of those websites or resources; or (2) the content, products, or services on or available from those websites or resources. Links to third-party websites or resources do not imply any endorsement by us of those websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.
11. Third-Party Content Through the Website, you will have the ability to access or use content provided by third parties. We cannot guarantee that third-party content will be free of material you may find objectionable or otherwise. We will not be liable to you for your access or use of any third-party content.
12. Reliance on Information Posted 12.1 We make the information presented on or through the Website available for general information purposes only. We are not making any warranty about the accuracy or usefulness of this information. Any reliance you place on this information is strictly at your own risk. We will not be liable for any reliance placed on these materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. 12.2 The Website includes content provided by third parties, including materials provided by other users, third-party licensors, syndicators, or aggregators. All statements or opinions expressed in these materials, and all responses to questions and other content, other than the content provided by us, are solely the opinions and the responsibility of the person providing these materials. These materials do not reflect the opinion of the Company. The Company will not be liable to you or any other person for the content or accuracy of any materials provided by any third parties.
13. No Endorsement 13.1 The Company operates the Website as a neutral host, and the Company does not regularly monitor, regulate, or police the use of the Website by any of its participants. The participation in the Website by a visitor, user, or other third party (collectively, the “participants”) does not constitute an endorsement by the Company of that participant. The Company is not responsible for the acts, omissions, agreements, promises, content, products, or other services, comments, opinions, advice, statements, offers, or information of any participant. 13.2 Participants are independent parties and the Company does not, and will not, have any responsibility or liability for the acts, omissions, agreements, promises, comments, opinions, advice, statements, or offers of any participant.
15. Copyright Policy 15.1 We respect the intellectual property rights of others and expect users of the service to do the same. We will respond to notices of alleged copyright infringement that comply with law and are properly provided to us. If you believe that your content has been copied in a way that constitutes copyright infringement, please provide our copyright agent with the following information in accordance with the Digital Millennium Copyright Act (DMCA): (a) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) your contact information, including your address, telephone number, and an email address; (e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (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 copyright owner. 15.2 It is our policy to terminate the user accounts of repeat infringers.
16. Termination 13 16.1 Termination on Notice Either party may terminate this agreement at any time by notifying the other party. 16.2 Termination by Us We may terminate or suspend your access to or ability to use the Website (or any part of it) promptly, without advance notice or liability, for any reason or no reason, including breach of this agreement. We may promptly terminate or suspend accounts that have been flagged for repeat copyright infringement. 16.3 Effect of Termination On termination of your access to or ability to use the Website, your right to use or access the Website will immediately end. 16.4 Survival of Provisions This agreement’s provisions that by their nature should survive termination will survive termination, including ownership provisions, warranty disclaimers, and limitations of liability. Termination of your access to and use of the Website will not relieve you of any obligations arising or accruing before termination or limit any liability that you otherwise may have to the Company or any third party.
17. Changes to the Website; Availability 17.1 Although we may update the content on the Website on one or more occasions, the content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update that material. If you believe you have found errors or omissions on the Website, you can bring them to our attention by contacting us at . 17.2 While we will try to make sure that the Website is always available, we do not guarantee continuous, uninterrupted, or secure access to the Website. Many factors or circumstances outside of our control may interfere with or adversely affect our operation of the Website.
18. Compliance with Law The Company is located in the United States. We are not making any statement that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website might not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for complying with all local laws.
19. Disclaimers 20.1 You acknowledge that we cannot and do not state that files available for downloading from the Internet or the Website will be free of viruses or other destructive code.
20. Limit on Liability; Release 20.1 We will not be liable to you for any of the following: (a) Errors, mistakes, or inaccuracies of content; (b) Personal injury or property damage resulting from your access to and use of the Website; (c) Content or conduct that is infringing, inaccurate, obscene, indecent, offensive, threatening, harassing, defamatory, libelous, abusive, invasive of privacy, or illegal; (d) Unauthorized access to or use of our servers and any personal or financial information stored in them, including unauthorized access or changes to your account, submissions, transmissions, or data; (e) Interruption or cessation of transmission to or from the Website; (f) Denial-of-service attack (DoS) or distributed denial-of-service attack (DDoS); (g) Bugs, viruses, Trojan horses, malware, ransomware, or other disabling code that may be transmitted to or through the Website by any person or that might infect your computer or affect your access to or use of the Website, your other services, hardware, or software; are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for antivirus protection and accuracy of data input and output, and for keeping a means external to our Website for any reconstruction of any lost data. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that might infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Website or any services or items obtained through the Website or to your downloading of any material posted on it, or on any website linked to it. 20.2 Your use of the Website, its content, and any services or items obtained through the Website is at your own risk. We provide the Website, its content, and any services or items obtained through the Website “as is,” “with all faults,” and “as available,” without making any warranties, either express or implied. We are not making any warranties (1) that the Website, its content, or any services or items obtained through the Website will be accurate, reliable, error-free, or uninterrupted; (2) that defects will be corrected; (3) that our Website or the servers that makes it available are free of viruses or other harmful components; or (4) that the Website or any services or items obtained through the Website will otherwise meet your needs or expectations. 20.3 We are not making any warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, title, noninfringement, privacy, and fitness for particular purpose. 15 (h) Incompatibility between the Website and your other services, hardware, or software; (i) Delays or failures you might experience in starting, conducting, or completing any transmissions to or transactions with the Website; or (j) Loss or damage incurred because of the use of any content posted, emailed, sent, or otherwise made available through the Website. 21. Exclusion of Damages; Exclusive Remedy
22. Scope of Disclaimers, Exclusions, and Limits The disclaimers, exclusions, and limits stated in sections 19, 20, and 21 apply to the greatest extent allowed by law, but no more. We do not intend to deprive you of any mandatory protections provided to you by law. Because some jurisdictions may prohibit the disclaimer of some warranties, the exclusion of some damages, or other matters, one or more of the disclaimers, exclusions, or limits may not apply to you.
23. Loss Payment (aka Indemnification) 23.1 In General 20.2 You hereby release us from all liability arising out of user submissions or the conduct of other users or third parties, including disputes between you and one or more other users or third parties. 21.1 Unless caused by our gross negligence or our intentional misconduct, we will not be liable to you for any direct, indirect, special (including so-called consequential damages), statutory, punitive, or exemplary damages—regardless of theory of liability and even if you told us about the possibility of these damages or we knew or should have known about the possibility of these damages—arising out of or relating to your access or your inability to access the Website or the content. 21.2 We also will not be liable to you—regardless of theory of liability—for any damages for (1) personal injury, (2) pain and suffering, (3) emotional distress, (4) loss of revenue, (5) loss of profits, (6) loss of business or anticipated savings, (7) loss of use, (8) loss of goodwill, (9) loss of data, (10) loss of privacy, or (11) computer failure related to your access of or your inability to access the Website or the content. This exclusion applies even if you told us about the possibility of these damages or we knew or should have known about the possibility of these damages. 21.3 If you are dissatisfied with the Website or have any other complaint, your exclusive remedy is to stop using the Website. Our maximum liability to you for any claim will not exceed $1. (a) your access of the Website; You will pay us for any loss of ours that is caused by any of the following: 16 23.2 Definitions (a) “Loss” means an amount that we are legally responsible for or pay in any form. Amounts include, for example, a judgment, a settlement, a fine, damages, injunctive relief, staff compensation, a decrease in property value, and expenses for defending against a claim for a loss (including fees for legal counsel, expert witnesses, and other advisers). A loss can be tangible or intangible; can arise from bodily injury, property damage, or other causes; can be based on tort, breach of contract, or any other theory of recovery; and includes incidental, direct, and consequential damages. (b) A loss is “caused by” an event if the loss would not have happened without the event, even if the event is not a proximate cause of the loss. 23.3 Our Duty to Notify You If we have your contact information, we will notify you before the 30th day after we know or should reasonably have known of a claim for a loss that you might be compelled to pay. But our failure to give you timely notice does not end your obligation, except if that failure prejudices your ability to mitigate losses. 23.4 Legal Defense of a Claim The Company has control over defending a claim for a loss (including settling it), unless the Company directs you to control the defense. If the Company directs you to control the defense, you will not settle any litigation without the Company’s written consent if the settlement (1) imposes a penalty or limitation on the Company, (2) admits the Company’s fault, or (3) does not fully release the Company from liability. You and the Company will cooperate with each other in good faith on a claim. 23.5 No Exclusivity But you are not required to pay if the loss was caused by our intentional misconduct. (h) your criminal conduct. (g) your negligent, fraudulent, or intentional conduct; or (f) your violation of law; your violation of rights of another person, including intellectual property and privacy rights; (e) (d) your breach of these terms; (c) your conduct off the Website; (b) your conduct on the Website; 17 The Company’s rights under this section 24 do not affect other rights it might have.
24. Governing Law; Place for Resolving Disputes 24.1 The laws of the state of Texas—without giving effect to any conflicts of law principles—govern all matters arising out of or relating to the Website or these terms. The predominant purpose of these terms is providing services and licensing access to intellectual property and not a “sale of goods.” 24.3 For purposes of this section, the Website will be deemed solely based in the state of Arizona and will be deemed a passive website that does not give rise to personal jurisdiction over the Company, either specific or general, in any other jurisdiction.
25. Dispute Resolution 25.1 In General Each party will allow the other a reasonable opportunity to comply before it claims that the other has not met the duties under these terms. The parties will first meet and negotiate with each other in good faith to try to resolve all disputes between the parties arising out of or relating to the Website or these terms. 25.2 Litigation Election Either party may elect to litigate the following type of case or controversy: (a) an action seeking injunctive relief, or (b) a suit to compel compliance with this dispute resolution process. 25.3 Mediation 24.2 Except for disputes subject to arbitration, all disputes arising out of or relating to the Website or these terms will be subject to the exclusive jurisdiction and venue of the United States District Court for the District of Arizona or any state court in Maricopa County, Arizona, U.S.A. Each party hereby submits to the personal jurisdiction of the United States District Court for the District of Arizona and state courts in Maricopa County, Arizona, U.S.A. to resolve all disputes not subject to arbitration. Each party hereby waives any right to seek another forum or venue because of improper or inconvenient forum. (a) If the parties cannot settle a dispute arising out of or relating to the Website or these terms through negotiation after 30 days, either party may, by notice to the other party and the International Institute of Conflict Prevention & Resolution (“CPR”), demand mediation under the Mediation Procedure of CPR. (b) Mediation will take place in Maricopa County, Arizona, U.S.A. The language of the mediation will be English. Each party will bear its own costs in mediation, and the parties will share equally between them all third-party mediation costs 18 25.4 Arbitration (a) If the parties cannot settle a dispute through mediation, the parties will settle any unresolved dispute arising out of or relating to the Website or these terms by arbitration administered by CPR under its Rules for Administered Arbitration. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, enforceability, or formation of this agreement, including any claim that all or any part of this agreement is void or voidable. (b) A single arbitrator will preside over the arbitration and issue a final award on all issues submitted to the arbitrator. The arbitrator may grant whatever relief that would be available in a court at law or in equity, except that the arbitrator will not award punitive or exemplary damages, or damages otherwise limited or excluded in these terms. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. (c) Arbitration will take place in Maricopa County, Arizona, U.S.A. The language of the arbitration will be English. The parties will bear equally the costs of arbitration, including the fees and expenses of the arbitrator, and each party will bear the costs associated with its case. (d) The Federal Arbitration Act, 9 U.S.C. §§ 1–16, governs the interpretation and enforcement of these terms, plus any post-award proceedings. The arbitrator’s authority to grant relief will be subject to the provisions of these terms and the CPR Code of Ethics for Arbitrators in Commercial Disputes. (e) Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under these terms without the advance written consent of both parties. 26.5 Right to Injunctive Relief Both parties acknowledge that remedies at law may be inadequate to provide an aggrieved party with full payment if the other party breaches these terms, and that an aggrieved party may seek injunctive relief if a breach happens, besides seeking all other remedies available at law or in equity. 25.6 Recovery of Expenses (a) In any proceedings between the parties arising out of this agreement or relating to the subject matter of this agreement, the prevailing party will be entitled to unless the parties agree differently in writing. (c) Each party will participate actively and constructively in mediation proceedings once started and will attend at least one joint meeting between the mediator and the parties. Any party may terminate mediation at any time after an initial meeting between the mediator and the parties. 19 recover from the other party, besides any other relief awarded, all expenses that the prevailing party incurs in those proceedings, including legal fees and expenses. (b) For purposes of section 25.6(a), “prevailing party” means, for any proceeding, the party in whose favor an award is rendered, except that if in those proceedings the award finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or more other claims or counterclaims, neither party will be the prevailing party. If any proceedings are voluntarily dismissed or are dismissed as part of settlement of that dispute, neither party will be the prevailing party in those proceedings. 25.7 Jury Trial Waiver 25.8 Class Action Waiver 25.9 Limitation on Time to Bring