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Terms of Service
THIS DISCLAIMER AND TERMS OF SERVICE
AGREEMENT ("AGREEMENT") CONSTITUTES A
LEGAL AGREEMENT BETWEEN YOU ("USER") AND
CHICKSLOVECHICKS ("CHICKSLOVECHICKS") AND
DESCRIBES THE TERMS AND PROVISIONS
APPLICABLE TO YOUR USE OF PROPRIETARY
SITES AND SERVICES WITHIN THE DOMAIN AND
SUB-DOMAINS OF CHICKSLOVECHICKS.COM
("SERVICES") AND ANY FUNCTIONS TO BE
PERFORMED THEREBY. YOU MUST READ, AGREE
WITH, AND ACCEPT ALL OF THE TERMS AND
PROVISIONS CONTAINED IN THIS AGREEMENT,
INCLUDING THE TERMS AND PROVISIONS
EXPRESSLY SET FORTH BELOW AND THOSE
INCORPORATED BY REFERENCE, BEFORE YOUR USE
OF THE SERVICES IS AUTHORIZED. THE ABOVE
NAMED PARTIES ARE HEREIN REFERRED TO
SINGULARLY AS A "PARTY" AND COLLECTIVELY
AS "PARTIES".
THIS AGREEMENT WILL BE GOVERNED BY THE
ELECTRONIC SIGNATURES ACT. YOU HEREBY
AGREE TO BE BOUND BY THE TERMS AND
PROVISIONS CONTAINED IN THIS AGREEMENT BY
SELECTING "I AGREE" AND CLICKING THE
APPROPRIATE BUTTON BELOW OR BY ANY ACCESS,
VIEWING, OR USE OF THE SERVICES. IF YOU DO
NOT AGREE, YOU MUST SELECT "I DISAGREE"
AND NOT ACCESS, VIEW, OR USE ANY PART OF
THE SERVICES.
1. Ownership and Intellectual
Property
1.1 "User Materials" is defined as any
information, data, content, or materials
you provide (directly or indirectly) to
CHICKSLOVECHICKS or other Users. User
Materials include information you submit,
transfer, post, or deliver to the
Services, including without limitation,
data, information, email addresses, User
Accounts, User Accounts, and passwords, as
well as any other information resulting
from or produced by your use of the
Services obtained by CHICKSLOVECHICKS.
Users are solely responsible for User
Materials, and you hereby agree that
CHICKSLOVECHICKS acts as a passive means
for the online storage, distribution, and
publication thereof.
1.2 Other than User Materials, all
information included within or available
via the Services, such as data,
information, processes, procedures,
methods, advertisements, articles,
publications, text, graphics, logos,
icons, images, audio, videos, software,
and other analog or digital information in
any media, now known or later developed
(collectively the "Content"), is the
property of CHICKSLOVECHICKS or its
licensors and is protected by copyright,
trademark, patent, or other intellectual
and proprietary rights.
1.3 The compilation, meaning the
collection, arrangement, and assembly, of
all Content via the Services are the
exclusive property of CHICKSLOVECHICKS or
its licensors , and is protected by
copyright, trademark, patent, or other
intellectual and proprietary rights. All
software used via the Services are the
property of CHICKSLOVECHICKS or its
licensors and is protected by copyright,
patent or other intellectual and
proprietary rights.
1.4 All elements of the Services,
including without limitation, the general
design and Content, are protected by trade
dress, moral rights, copyright, trademark,
patent, or other intellectual and
proprietary rights. Except as explicitly
permitted under this or another agreement
with CHICKSLOVECHICKS or one of its
respective licensors , no portion or
element of this Services or its Content
may be copied or retransmitted via any
means, and this Services, its Content, and
all related rights will remain the
exclusive property of CHICKSLOVECHICKS or
its licensors unless otherwise expressly
agreed.
1.5 User may not reproduce, resell or
sublicense the Services without the
express prior written consent of
CHICKSLOVECHICKS. User will not use the
Services for any other purpose or for the
benefit of any of its affiliates or any
third party except as expressly authorized
in advance in writing by CHICKSLOVECHICKS.
User may not make any derivative works or
other products or software based in whole
or in any part on the Services. User may
not modify the Services, Services, or the
documentation for its own use or for the
use of any other person or entity.
1.6 The Services are copyrighted by
CHICKSLOVECHICKS and all websites, html
code, and documents printed or generated
by the Services or contained in the
documentation are covered by the copyright
notice and the restrictions on
reproduction, publication, and
distribution contained in this Agreement
apply. User will not remove or alter any
copyright notice contained in or generated
by the Services.
1.7 You agree that you will not use any
robot, spider, other automatic device, or
manual process to monitor or copy any
portion of the Services contained herein
without the prior express written
permission of CHICKSLOVECHICKS. You agree
that you will not use any device,
software, or routine to bypass any
operational element, or to interfere or
attempt to interfere with the proper
working of the Services, server, or
activities conducted therein. You agree
that you will not take any action that
imposes an unreasonable or
disproportionately large load on Services
or network infrastructure.
1.8 Much of the Content is updated on a
real time basis and is proprietary or
licensed to CHICKSLOVECHICKS by its Users
or licensors . You agree that you will not
copy, reproduce, alter, modify, create
derivative works, or publicly display any
Content, except for User Materials,
without the prior express written
permission of CHICKSLOVECHICKS or
respective CHICKSLOVECHICKS.
1.9 "CHICKSLOVECHICKS" and any
accompanying logos, alone or in
conjunction with any text, are trademarks
and service marks of CHICKSLOVECHICKS and
are in use, registered, or pending in
certain countries. CHICKSLOVECHICKS
retains all right, title, and interest in
and to its trademarks, service marks,
domain names, Internet sites, and trade
names worldwide
(collectively the "Marks"). You agree to
use the Marks only with the prior express
written permission of CHICKSLOVECHICKS,
and then only in the manner authorized.
You may not alter, modify, or change the
Marks in any way under any circumstances.
1.10 Subject to the terms and provisions
of this Agreement, CHICKSLOVECHICKS grants
a limited license to you to make personal
use of the Services only for their
intended purposes. This license expressly
excludes any resale or making a derivative
of the Services, the collection and use of
other Users' personal information, email
addresses, User Materials, or any data
extraction or data mining whatsoever,
except with the prior express written
permission of the respective owner. You
may not repost or otherwise reuse or
distribute materials created by or
resulting from using the Services.
1.11 You may not use, export, or re-export
the Content or Services at this Services
or any copy or adaptation thereof in
violation of any applicable law or
regulation, including without limitation,
United States export laws and regulations.
1.12 You agree to take all action and
cooperate, at CHICKSLOVECHICKS' request,
to protect CHICKSLOVECHICKS' right, title,
and interest in any property, and agree to
execute any documents necessary to perfect
CHICKSLOVECHICKS' ownership of such right,
title, and interest.
1.13 Nothing in this Agreement grants
either Party ownership or other rights
except in accordance with the terms of
this Agreement.
2. Services License and Use of the
Services
2.1 Subject to the terms and provisions of
this Agreement, CHICKSLOVECHICKS hereby
grants to User a non-exclusive,
non-transferable, non-sublicensable
license to use and operate the Services in
conjunction with the operation and
function of the Services in accordance
with the documentation.
2.2 The license granted in this Section
extends to the Services in executable code
form as its exists as an integral part of
the Services only and not to source code.
CHICKSLOVECHICKS does not grant, and User
does not obtain under this Agreement, any
right to distribute, sell, or sublicense
the Services in any form. Except as
provided herein, CHICKSLOVECHICKS grants
no rights or licenses to User, by
implication, estoppel, or otherwise, in or
to the Services or any intellectual
property rights therein. User acknowledges
that no right or license in or to any
source code or technical-level
documentation is granted under this
Agreement. CHICKSLOVECHICKS reserves all
rights not expressly granted to User
hereunder.
2.3 User acknowledges that use of the
Services is limited to the scope of the
license granted under this Section and
that this Agreement does not permit the
User to use the Services other than as
provided herein. User acknowledges that
the Services and its structure,
organization, and source code constitute
valuable trade secrets of CHICKSLOVECHICKS
and its suppliers. Without
CHICKSLOVECHICKS' prior written consent,
User will not knowingly or negligently
permit other individuals or entities to:
(A) use or copy the Services except in
strict accordance with the terms and
provisions of this Agreement;
(B) modify, translate, alter, adapt,
reverse engineer, decompile, disassemble
(except to the extent applicable laws
specifically prohibit such restriction),
reproduce, distribute or display, or
create derivative works, compilations or
collective works based on the Services;
(C) apply any process, technique or
procedure to ascertain or derive the
source code to the Services, which is a
valuable trade secret of CHICKSLOVECHICKS;
(D) merge the Services with any other
software; publish or provide any results
of benchmark tests run on the Services to
a third party;
(E) sublicense, rent, lease, grant a
security interest in, or otherwise
transfer rights to the Services except as
specifically permitted herein;
(F) use the Services to operate in or as a
time-sharing, outsourcing, or service
bureau environment other than for User's
own internal use; or
(G) in any way allow third-party access to
the Services.
2.4 The Services are available only to
individuals who can form legally binding
contracts under applicable law. Without
limiting the foregoing, the Services are
not available to minors or to temporarily
or indefinitely suspended Users. If you
are a minor, you can use this service only
in conjunction with your parents or
guardians. If you do not qualify, do not
access or use the Services.
2.5 To use the Services, you must accept
the terms and provisions contained in this
Agreement on behalf of yourself or the
corporation, partnership, or other legal
entity that will be using the Services. By
accepting this Agreement, you represent
that you are:
(A) eighteen (18) years of age or older,
or twenty-one (21) years of age or older
in places where eighteen (18) years of age
is not the age of majority; and
(B) if applicable, you are authorized to
sign for and bind the corporation,
partnership, or other legal entity that
will be using the Services.
2.6 User Accounts or User Accounts may not
be transferred or sold to another party.
If you are registering as a business
entity, you represent that you have the
authority to bind the entity to this terms
and provisions contained in this
Agreement.
2.7 You agree to comply with all
applicable local, state, federal, and
international laws and regulations related
to use of the Services.
2.8 You may not use the Services to engage
in fraud or other illegal activity, or to
infringe the intellectual property rights
of CHICKSLOVECHICKS or third parties. If
you believe that a User of this Services
has infringed on materials protected by
copyright, trademark, or patent law,
contact chickslovechicks@protonmail.com.
2.9 You agree to comply with the terms and
provisions of all agreements you have with
any third parties, as such terms and
provisions relate to use of the Services.
2.10 In consideration for the Services to
be provided by CHICKSLOVECHICKS to User
hereunder, User agrees to comply with, and
CHICKSLOVECHICKS will invoice User in
accordance with, the applicable
CHICKSLOVECHICKS Price List, the terms and
provisions of which are incorporated
herein by reference. A current version of
the CHICKSLOVECHICKS Price List for any
respective CHICKSLOVECHICKS site is
maintained at the respective
CHICKSLOVECHICKS site URL.
2.11 Except as the Parties specifically
agree in writing, You will be solely
responsible for the selection,
implementation, and performance of all
third party equipment, software, and
telecommunication equipment and services,
including without limitation, Internet
email connectivity and Internet services
used in connection with the Services. You
are responsible for ensuring that the
email system and computer with which you
choose to operate the Services and
products thereof, including without
limitation, data or information generated
by or resulting from the operation of the
Services, meets CHICKSLOVECHICKS' minimum
standards for interoperability, including
without limitation, processing speed,
memory requirements, choice of email
server and client software, and use of
dedicated Internet access for accessing
Internet email.
2.12 User Accounts allow trial access to
limited and restricted Services and
Content. Unlimited and unrestricted access
to the Services and Content requires an
upgrade to a Full User Account according
to the monthly fee schedule. TRIAL ACCESS
USER ACCOUNTS WILL ONLY ALLOW ACCESS TO A
LIMITED AREA OF THE SITE. IN ORDER TO
ACCESS THE FULL AMOUNT OF SERVICES AND
CONTENT AVAILABLE WITHIN THE SITE, USERS
MUST UPGRADE TO A FULL USER ACCOUNT.
3. User Materials
3.1 User Materials, or any items included
therein:
(A) will not be false, inaccurate, or
misleading;
(B) will not be fraudulent or involve the
sale of counterfeit or stolen items;
(C) will not infringe any third party's
intellectual property, copyright, patent,
trademark, trade secret, publicity rights,
privacy rights, or other proprietary
rights;
(D) will not violate any local, state,
federal, or international law or
regulation, including without limitation,
those governing export control, consumer
protection, unfair competition, anti-
discrimination, false advertising,
deceptive practices, or securities
transactions;
(E) will not be defamatory, libelous,
unlawfully threatening, or unlawfully
harassing;
(F) will not be obscene, contain child
pornography, harmful to minors, or be
distributed to people not legally
permitted to receive such content;
(G) will not create liability for
CHICKSLOVECHICKS or cause it to lose, in
whole or in part, the Services, its
Internet Service Provider, hosting server,
or other suppliers;
(H) will not violate the terms and
provisions of any agreements you have with
any third parties as such relate to your
use of the Services; and
(I) will not contain any virus, Trojan
Horse, worm, time bomb, cancelbot, robot,
spider, monitor, or other computer
programming routines that are intended to
damage, detrimentally interfere with,
surreptitiously intercept, record, or
expropriate any system, data, or personal
information.
3.2 You will only use the Services solely
for purposes related to the Services.
3.3 By entering into this Agreement you
grant CHICKSLOVECHICKS a non-exclusive,
worldwide, perpetual, irrevocable,
royalty-free, sublicensable (through
multiple tiers) right, including a waiver
of any applicable moral rights, to
exercise the copyright and publicity
rights you have in your User Materials, in
any media now known or later developed,
solely for purposes related to providing
the Services. You represent and warrant
that you have the authority to grant such
license and that the holder of any
intellectual property or other proprietary
rights in your User Materials has
licensed, assigned, or waived such
holder's rights to the extent necessary to
grant the license.
3.4 Any communications or materials you
transmit to CHICKSLOVECHICKS by electronic
mail or otherwise may be used by
CHICKSLOVECHICKS, its affiliates, or
licensors for any purpose, including
without limitation, reproduction,
disclosure, display, performance,
transmission, publication, broadcast, and
posting. Furthermore, CHICKSLOVECHICKS and
its affiliates and licensors are free to
use any ideas, concepts, know-how,
hypothesis, premise, or technique
contained in any such communication for
any purpose whatsoever, including without
limitation, developing, manufacturing, and
marketing products or services.
3.5 CHICKSLOVECHICKS reserves the right to
access, monitor, remove, or disable access
to any User Materials at any time in its
sole and absolute discretion.
4. Warranty Disclaimer
4.1 EXCEPT AS SPECIFICALLY PROVIDED
OTHERWISE IN THIS AGREEMENT, YOU
ACKNOWLEDGE AND AGREE THAT USE OF THE
SERVICES, SERVICES, SITE, CONTENT, OR ANY
MATERIALS CONTAINED THEREIN OR
CONSTITUTING A PART THEREOF ARE AT YOUR
OWN RISK AND THAT CHICKSLOVECHICKS, ITS
AFFILIATES, CHICKSLOVECHICKSS, AND
SUPPLIERS PROVIDE THE SERVICES AND CONTENT
"AS IS" AND "AS AVAILABLE", WITHOUT ANY
EXPRESS, IMPLIED, OR STATUTORY WARRANTIES,
REPRESENTATIONS, ENDORSEMENTS, OR
CONDITIONS. CHICKSLOVECHICKS, ITS
AFFILIATES, CHICKSLOVECHICKSS, AND
SUPPLIERS SPECIFICALLY DISCLAIM, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ALL WARRANTIES, INCLUDING WITHOUT
LIMITATION:
(A) ANY IMPLIED WARRANTIES OF TITLE,
MERCHANTABILITY, SATISFACTORY QUALITY,
FITNESS FOR A PARTICULAR PURPOSE, AND
NONINFRINGEMENT;
(B) THAT THE SERVICES, CONTENT, OR ANY
MATERIALS CONTAINED THEREIN OR
CONSTITUTING A PART THEREOF WILL MEET ANY
REQUIREMENTS OR WILL BE AVAILABLE,
ACCURATE, RELIABLE, CORRECT, USEFUL,
TIMELY, UNINTERRUPTED, SECURE, OR FREE
FROM DEFECTS OR ERROR, INCLUDING WITHOUT
LIMITATION, TRANSMISSION OR RECEPTION
OUTAGES, BLOCKAGES, WEAKNESSES, STATIC,
VIRII, WORMS, TROJAN HORSES, MALICIOUS
CODE, OR OTHER HARMFUL COMPONENTS OR
EVENTS;
(C) ANY IMPLIED WARRANTY ARISING FROM
COURSE OF DEALING OR USAGE OF TRADE; AND
(D) ANY OBLIGATION, LIABILITY, RIGHT,
CLAIM, OR REMEDY IN TORT, WHETHER OR NOT
ARISING FROM THE NEGLIGENCE OF
CHICKSLOVECHICKS, ITS AFFILIATES,
CHICKSLOVECHICKSS, OR SUPPLIERS.
4.2 While reasonable efforts are made to
ensure the accuracy, correctness, and
reliability of the Services,
CHICKSLOVECHICKS makes no representations
or warranties as to the accuracy,
correctness, and reliability of the
Services, which may be out of date.
CHICKSLOVECHICKS makes no commitment to
update the Services.
4.3 CHICKSLOVECHICKS does not guarantee
continuous, uninterrupted, or secure
access to the Services, and operation may
be interfered with by numerous factors
beyond its control.
4.4 The Services is provided "as is" and
"with all faults" and the entire risk as
to the satisfactory quality, performance,
accuracy, and effort is with the User.
4.5 CHICKSLOVECHICKS may provide links to
third party sites. Links to third party
sites are provided solely as a
convenience. Use of such links will cause
the User to leave the Services.
CHICKSLOVECHICKS does not review or
control any third party sites, and does
not endorse, make any representations
regarding, and is not responsible for any
content, services, information, software,
products, or materials found therein, nor
any loss or results suffered in relation
to use of the third party site. Access of
any third party site via the
CHICKSLOVECHICKS domain or sub-domain is
entirely at the User's own risk. You
hereby waive any and all claims against
CHICKSLOVECHICKS regarding the inclusion
of links to third party sites and your use
of those sites.
4.6 Some states and foreign countries do
not permit the exclusion or limitation of
implied warranties. Therefore, some or all
of the above limitations may not apply to
the extent they are prohibited or
superseded by state or national
provisions. There may also be other legal
rights which vary from state to state.
4.7 No representative, agent, employee, or
other person is authorized to make any
modifications, extensions, or additions to
any warranty or disclaimer contained
herein.
5. Limitation of Liability
5.1 EXCEPT AS SPECIFICALLY STATED IN THIS
AGREEMENT OR ELSEWHERE VIA THE SERVICES,
OR AS OTHERWISE REQUIRED BY APPLICABLE
LAW, NEITHER CHICKSLOVECHICKS NOR ITS
SUCCESSORS, ASSIGNS, AFFILIATES,
CHICKSLOVECHICKSS, OR SUPPLIERS, NOR ANY
OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, OR CONSULTANTS, OR ANY OTHER
THIRD PARTY MENTIONED AT THE SERVICES WILL
BE LIABLE FOR DAMAGES OF ANY KIND
WHATSOEVER, INCLUDING WITHOUT LIMITATION:
(A) THOSE RESULTING FROM LOST PROFITS,
LOST DATA OR BUSINESS INTERRUPTION;
(B) DIRECT, INDIRECT, COMPENSATORY,
CONSEQUENTIAL, EXEMPLARY, SPECIAL,
INCIDENTAL, OR PUNITIVE DAMAGES ARISING
OUT OF THE RELIANCE ON OR USE, MISUSE,
INABILITY TO USE, RESULTS OF USE, OR
PERFORMANCE OF THE SERVICES AND ANY THIRD
PARTY SERVICESS LINKED TO FROM THE
SERVICES, OR THE MATERIALS, INFORMATION,
MISTAKES, OMISSIONS, INTERRUPTIONS,
ERRORS, DEFECTS, DELAYS IN OPERATION,
TRANSMISSION, OR FAILURE THEREOF, OR LINKS
CONTAINED AT ANY OR ALL SUCH SERVICESS,
WHETHER BASED ON WARRANTY, CONTRACT, TORT
OR ANY OTHER LEGAL THEORY AND WHETHER OR
NOT ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES; OR
(C) ANY LOSSES, CLAIMS, DAMAGES, EXPENSES,
LIABILITIES, OR COSTS, INCLUDING LEGAL OR
ATTORNEYS' FEES, RESULTING DIRECTLY OR
INDIRECTLY OUT OF, OR OTHERWISE ARISING IN
CONNECTION WITH, ANY ALLEGATION, CLAIM,
SUIT, OR OTHER PROCEEDING BASED UPON A
CONTENTION THAT USE OR ACCESS OF THE
SERVICES, CONTENT, OR ANY MATERIALS
CONTAINED THEREIN, INCLUDING CONTENT AND
MATERIALS SUPPLIED BY YOUR OR A THIRD
PARTY, INFRINGES THE COPYRIGHT, PATENT,
TRADEMARK, TRADE SECRET, CONFIDENTIALITY,
PUBLICITY, PRIVACY, OR OTHER INDUSTRIAL,
CONTRACTUAL, OR INTELLECTUAL PROPERTY
RIGHTS OF ANY THIRD PARTY. THIS LIMITATION
APPLIES TO THE ACTS, OMISSIONS,
NEGLIGENCE, AND GROSS NEGLIGENCE OF
CHICKSLOVECHICKS, ITS SUCESSORS, ASSIGNS,
AFFILIATES, CHICKSLOVECHICKSS, OR
SUPPLIERS, TOGETHER WITH ALL OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
AND CONSULTANTS WHICH, BUT FOR THIS
PROVISION, WOULD GIVE RISE TO A CAUSE OF
ACTION AGAINST CHICKSLOVECHICKS IN
CONTRACT, TORT, OR ANY OTHER LEGAL
DOCTRINE. YOUR SOLE AND EXCLUSIVE REMEDY
REGARDING ANY OF THE FOREGOING IS TO
DISCONTINUE USE OF THE SERVICES, CONTENT,
AND ANY MATERIALS CONTAINED THEREIN.
5.2 If your use of the Services results in
the need for servicing, repair or
correction of equipment or data, you
assume all costs thereof.
5.3 The aggregate liability of
CHICKSLOVECHICKS, its suppliers, or
distributors to you or any third parties
in any circumstance is limited to
one-hundred United States dollars ($100).
5.4 Some United States states and foreign
countries do not permit the exclusion or
limitation of incidental or consequential
damages. Therefore, some or all of the
limitations above may not apply to you to
the extent they are prohibited or
superseded by state or national
provisions. You may also have other legal
rights which vary from state to state.
5.5 In jurisdictions not allowing the
exclusion or limitation of incidental or
consequential damages, the liability of
CHICKSLOVECHICKS, its successors, assigns,
affiliates, licensors , and suppliers,
together with all of their respective
officers, directors, employees, and
consultants will be limited to the fullest
extent permitted by applicable law.
6. Indemnification
6.1 You hereby agree to defend, indemnify,
and hold harmless CHICKSLOVECHICKS, its
successors, assigns, affiliates, licensors
, and suppliers, together with all of
their respective officers, directors,
employees, and consultants from and
against any and all claims, civil and
criminal liability, judgments, penalties,
taxes, damages, and all costs and
expenses, including without limitation,
those arising out of or relating to your
use, misuse, or inability to use the
Services or any materials, or any
violation of this Agreement or any local,
state, or federal law, regulation, or
statute, or any rights of any third
parties, including without limitation:
(A) any third party claim, action, or
allegation that the Services infringe or
violates any third party's copyright,
patent, trade secret, trademark, right of
publicity, or right of privacy, contains
any defamatory content, or violates any
local, state, or federal law, regulation,
or statute, including without limitation,
any claim of personal injury or product
liability;
(B) any fraud, manipulation, or other
breach of this Agreement or other policies
and agreements by you;
(C) any third party claim, action, or
allegation brought against
CHICKSLOVECHICKS arising out of or
relating to a dispute with you over the
terms and provisions of an agreement or
related to the purchase or sale of any
goods or Services;
(D) your violation of any law or the
rights of a third party;
(E) your use, or CHICKSLOVECHICKS'
provision, of the Services or use of your
User Account by any third party.
CHICKSLOVECHICKS will have the right to
participate in its defense and hire
counsel of its choice, at your expense.
You will not settle any action or claims
on CHICKSLOVECHICKS' behalf without the
prior written consent of CHICKSLOVECHICKS;
and
(F) reasonable attorneys' fees resulting
from any breach of any warranty or
representation under this Agreement.
6.2 CHICKSLOVECHICKS reserves the right to
exclusively defend and control any
indemnification matters and you hereby
agree that you will fully cooperate and
assist in any such defense.
7. Deactivation, Suspension, and
Termination
7.1 Without limiting other remedies,
CHICKSLOVECHICKS, in its sole and absolute
discretion, may terminate this Agreement,
deactivate, suspend, or terminate your
access to the Services immediately without
notice for any reason, including without
limitation:
(A) infringement of the intellectual
property rights of CHICKSLOVECHICKS or
third parties;
(B) inability to verify or authenticate
any information you provide to us;
(C) breach of any terms of this Agreement
or documents incorporated by reference;
(D) breach of the applicable
CHICKSLOVECHICKS Price List; or
(E) the taking of any actions that, in the
sole judgment of CHICKSLOVECHICKS, may
cause financial loss or legal liability
for you, CHICKSLOVECHICKS, or other Users.
7.2 In the event CHICKSLOVECHICKS suspends
or terminates your access to the Services,
you acknowledge that you may be denied any
further access to any User Materials
placed on any CHICKSLOVECHICKS site or
network location.
8. Privacy
8.1 CHICKSLOVECHICKS is committed to
protecting User privacy and will only use
and disclose User information in
accordance with the provisions of this
Agreement.
8.2 CHICKSLOVECHICKS collects information
in different ways throughout the various
parts of its Services. This information is
used to provide a customized experience as
you use the Services and, generally, do
not share this information with third
parties. Personal information will only be
disclosed if your permission is received
beforehand or in very special
circumstances, such as when
CHICKSLOVECHICKS believes such disclosure
is required by law or other special cases.
8.3 Users may be asked to provide certain
personal information when they are
assigned a User Account, including name,
address, telephone number, email address,
billing information, and the type of
computer being used to access the
Services.
The personal information collected from
Users during the User Account assignment
process is used to manage User information
and for billing purposes related to
CHICKSLOVECHICKS. The personal information
collected from Users is used to enable
delivery, operation, and maintenance of
the Services, including without
limitation, to provide accurate customer
and technical service, to respond to
inquiries and troubleshooting, to ensure
proper delivery of Content and billing
information, to provide specific services
as requested or subscribed for, to protect
the security of the Services and network
resources, to ensure compliance with
local, state, or federal laws,
regulations, or statutes, to ensure
compliance with this Agreement and other
policies governing use of the Services,
and to maintain records. This information
is not shared with third parties unless
your permission is received beforehand or
in very special circumstances, such as
when CHICKSLOVECHICKS believes that such
disclosure is required by law.
8.4 You must at all times maintain the
confidentiality of User Accounts and
passwords. If you are a corporation or
other legal entity, you may allow
employees to use User Accounts and
passwords, provided that you are
responsible for all activity by such
employees.
8.5 Permitting use of the Services by a
third party is prohibited and is a
violation of this Agreement. If there is a
breach of security through your User
Account, you must immediately change your
password and also notify CHICKSLOVECHICKS.
You will be liable for any unauthorized
use of the Services until you notify us of
the security breach.
8.6 CHICKSLOVECHICKS may provide links to
third party sites where you can purchase
products and services or register to
receive materials, such as catalogs or new
product and service updates. The third
party site may ask you to provide personal
information, such as name, address, email
address, phone number, and credit/debit
card information. If you complete an order
for someone else, such as an online gift
order sent directly to a recipient, the
third party site may ask you to provide
personal information about the recipient,
such as the recipient's name, address,
email address, and phone number.
CHICKSLOVECHICKS has no control over any
third party site's use of any personal
information you provide to such third
party site under any circumstances. Please
exercise extreme care when providing
personal information to a third party
site.
8.7 CHICKSLOVECHICKS may display online
advertisements and may share aggregated
and non-identifying information about
Users collected via the Services, as well
as through online surveys and promotions
with these advertisers. Additionally, in
some instances, this aggregated and
non-identifying information is used to
deliver tailored advertisements.
CHICKSLOVECHICKS does not share personal
information about Users with these
advertisers.
8.8 When Users send email inquiries to an
email address within the
CHICKSLOVECHICKS.com domain, the return
email address is used to answer the email
inquiry. CHICKSLOVECHICKS does not use the
return email address for any other purpose
and does not share the return email
address with any third party under any
circumstances.
8.9 CHICKSLOVECHICKS may periodically
conduct User surveys. Users are encouraged
to participate in these surveys because
they provide important information to
assist in improving the Services.
Responses to such surveys will remain
strictly confidential and participation is
voluntary.
8.10 Information received from responses
to User surveys may be combined, or
aggregated, with the responses of other
CHICKSLOVECHICKS Users to create broader,
generic results to the survey questions.
The aggregated information may be used to
improve the quality of the Services. This
aggregated, non-personally identifying
information may be shared with third
parties.
8.11 CHICKSLOVECHICKS does not to use or
share the personal information about Users
in ways unrelated to the ones described
above without also providing you an
opportunity to opt out or otherwise
prohibit such unrelated uses. However,
CHICKSLOVECHICKS may disclose personal
information about Users, or information
regarding your use of the Services or
third party sites accessible through the
Services, for any reason if
CHICKSLOVECHICKS believes, in its sole and
absolute discretion as permitted by law,
that it is legal, ethical, and reasonable
to do so in order to:
(A) satisfy laws, such as the Electronic
Communications Privacy Act, regulations,
or governmental or legal requests for such
information;
(B) disclose information that is necessary
to identify, contact, or bring legal
action against someone who may be
violating the terms and provisions of this
Agreement;
(C) operate the Services properly; or
(D) protect the Services and its Users.
8.12 A "cookie" is a small data file that
can be placed on your computer's hard
drive when you visit certain Internet
sites. CHICKSLOVECHICKS may use cookies to
collect, store, and sometimes track
information for statistical purposes to
improve the Services and to manage
networks and systems. If you have been
assigned a User Account, cookies are used
to save your settings and to provide
customizable and personalized Services.
These cookies do not enable third parties
to access any personal information.
Additionally, be aware that if you visit
third party sites where you are prompted
to log in or that are customizable, you
may be required to accept cookies.
8.13 Advertisers, third parties, and
partners may also use their own cookies.
CHICKSLOVECHICKS does not control use of
these cookies and expressly disclaims
responsibility for information collected
through them.
8.14 Protecting children's privacy is
especially important. It is
CHICKSLOVECHICKS policy to comply with the
Children's Online Privacy Protection Act
of 1998 and all other applicable laws.
8.15 Please remember that any information
you may disclose in public areas of the
Services or the Internet, becomes public
information. You should exercise extreme
care when deciding to disclose personal
information in these public areas.
8.16 The Services has security measures in
place to protect the loss, misuse, and
alteration of the information under its
control. While CHICKSLOVECHICKS makes
every effort to ensure the integrity and
security of its network and systems, it
cannot guarantee that these security
measures will prevent third-parties from
illegally obtaining this information.
9. Confidentiality
9.1 Each Party will treat as strictly
confidential all Confidential Information
of the other Party, and will not disclose
such Confidential Information to any
person or entity or use such Confidential
Information except as contemplated herein
or as otherwise authorized in writing.
Each Party will implement procedures to
prohibit the unauthorized disclosure or
misuse of the other Party's Confidential
Information by its agents, employees, and
representatives, and will not
intentionally disclose such Confidential
Information to any third party except for
the purposes of this Agreement, and
subject to confidentiality obligations
similar to those set forth herein.
9.2 Notwithstanding the above, neither
Party will have liability to the other
with regard to any Confidential
Information of the other which:
(A) was publicly available at the time it
was disclosed or becomes publicly
available through no fault of the
receiver;
(B) was known to the receiver, without
similar confidentiality restriction, at
the time of disclosure;
(C) is disclosed with the prior written
approval of the discloser;
(D) is independently developed by the
receiver without any use of the
Confidential Information; or
(E) becomes known to the receiver, without
similar confidentiality restriction, from
a source other than the discloser without
breach of this Agreement by the receiver.
9.3 In addition, each Party will be
entitled to disclose the other's
Confidential Information to the extent
required by any order or requirement of a
court, administrative agency, or other
governmental body, provided that the
receiver will provide prompt, advance
written notice thereof to the discloser
and cooperate with the discloser if the
discloser elects to seek a protective
order or otherwise prevent such
disclosure.
9.4 Nothing in this Agreement will
restrict each Party's rights to assign or
reassign its employees, including without
limitation those who have had access to
the other Party's Confidential
Information, to any project in its
discretion.
10. Term
10.1 This Agreement will enter into force
on the date on which User manifest their
consent by selecting "I Agree" and
clicking the appropriate button below or
by any access, viewing, or use of the
services, and will remain in force for
twelve (12) months thereafter. This
Agreement will automatically be renewed
for additional periods of twelve (12)
months, unless it is terminated by either
Party giving one month written notice
prior to the expiration of the initial or
any additional term. CHICKSLOVECHICKS will
notify User of any changes in the terms of
this Agreement at least thirty (30) days
prior to the expiration of the initial or
any additional terms.
10.2 If either Party defaults in the
performance of its material obligations
hereunder and if any such default is not
corrected within thirty (30) days after it
will have been called to the attention of
the defaulting Party in writing by the
other Party, then the other Party, at its
option, may, in addition to any other
remedies it may have, thereupon terminate
this Agreement by giving written notice of
termination to the other Party
10.3 If any amounts due under this
Agreement are not paid when due, then
CHICKSLOVECHICKS may, at its option,
without limiting CHICKSLOVECHICKS' other
available remedies suspend its further
obligations to User under this or any
other agreement
between the Parties and, if such amounts
remain unpaid twenty (20) days after
receipt by User of written notice from
CHICKSLOVECHICKS that such amounts are
overdue, CHICKSLOVECHICKS may, in its sole
and absolute discretion, terminate this
Agreement immediately and without further
notice.
11. Governing Law and Dispute
Resolution
11.1 This Agreement will be interpreted,
construed and governed by the laws of the
State of Washington, United States of
America, without reference to its laws
relating to conflicts of law and not
including the provisions of the 1980
United Nations Convention on Contracts for
the International Sale of Goods.
11.2 Venue for all disputes arising under
this Agreement will lie exclusively in
Lynden, Washington.
11.3 You agree that any and all disputes,
claims, or controversies arising from or
relating to this Agreement or the breach,
termination, or validity thereof which
cannot be resolved informally will be
resolved individually, without resort to
any form of class action or consolidation
in any arbitration with any dispute,
claim, or controversy of any other party,
and will be submitted to binding
arbitration in accordance with the
commercial rules of the American
Arbitration Association then in effect.
11.4 The arbitration panel will consist of
one (1) neutral arbitrator if the amount
in controversy is less than
twenty-thousand United States Dollars
($20,000.00), otherwise the panel will
consist of three (3) neutral arbitrators,
each an active, licensed attorney with at
least five (5) years of experience in the
primary area of the law as to which the
dispute relates.
11.5 The arbitration will be in the
English language in Lynden, Washington.
11.6 The arbitration panel will determine
issues of arbitrability but may not limit,
expand, or otherwise modify the terms and
provisions contained herein.
11.7 Any award made pursuant to this
section:
(A) will be a bare award limited to a
holding for or against a Party and
affording such remedy as is deemed
equitable, just, and within the scope of
this Agreement;
(B) will be without findings as to issues,
including without limitation, copyright,
trademark, or patent validity or
infringement, or a statement of the
reasoning on which the award rests:
(C) may, in circumstances other than
patent disputes, include injunctive
relief;
(D) will be made within four (4) months of
arbitration panel appointment; and
(E) may be entered in any court of
competent jurisdiction.
11.8 The requirement for arbitration will
not be deemed a waiver of any right of
termination under this Agreement and the
arbitration panel is not empowered to act
or make any award other than based solely
on the rights and obligations of the
Parties prior to any such termination.
11.9 Each Party will bear its own
expenses, but those related to the
compensation and expenses of the
arbitration panel will be borne equally.
11.10 The arbitration panel will not have
authority to award punitive or damages in
excess of compensatory damages, and each
Party irrevocably waives any claim
thereto.
11.11 The Parties, their representatives,
participants, and the arbitration panel
will hold the existence, content, and
result of the proceedings in confidence.
11.12 Notwithstanding the foregoing,
CHICKSLOVECHICKS reserves and will have
the sole and exclusive right to commence
and prosecute any legal or equitable
action or proceeding before any court of
competent jurisdiction, whether in the
United States or in a foreign country, to
collect any fees, recover damages for, or
obtain injunctive or other relief relating
to the Services, its operation, or
intellectual property if, in the sole
opinion of CHICKSLOVECHICKS, such action
is necessary or desirable.
(A) You hereby consent and agree to
irrevocably submit to the exclusive
personal jurisdiction of such courts,
accept service of process by mail, and
irrevocably waive any available
jurisdictional, venue, or inconvenient
forum objections to such court.
(B) You hereby agree that such action will
not be deemed a waiver of the obligation
to arbitrate.
11.13 In the event you file an action
contrary to the foregoing provisions,
CHICKSLOVECHICKS may recover attorney's
fees and costs up to five-thousand Unites
States Dollars ($5,000).
12. General Provisions
12.1 No action of CHICKSLOVECHICKS, other
than an express written waiver or
amendment, may be construed as a waiver or
amendment of any of this Agreement.
12.2 Should any clause of this Agreement
be found unenforceable, wherever possible
this will not affect any other clause and
each will remain in full force and effect.
12.3 You agree that this Agreement and all
incorporated agreements may be
automatically assigned by
CHICKSLOVECHICKS, in its sole and absolute
discretion, to a third party in the event
of a merger or acquisition.
12.4 Headings are for reference purposes
only and in no way define, limit,
construe, or describe the scope or extent
of such section.
12.5 Any failure to act with respect to a
breach of the terms and provisions of this
Agreement does not waive any right by
CHICKSLOVECHICKS to act with respect to
subsequent or similar breaches.
12.6 All provisions of this Agreement that
by their nature should survive termination
will survive termination, including
without limitation, provisions related to
intellectual property, warranty
disclaimers, general releases, limitations
of liability, indemnity, arbitration,
governing law, and the general provisions.
12.7 You also may be subject to additional
terms and provisions that may apply when
you use affiliate or third party services,
sites, content, or software.
12.8 Should CHICKSLOVECHICKS prevail in
any action or proceeding to enforce rights
under this Agreement, it will be entitled
to recover its costs and attorneys' fees
from you.
12.9 You agree that you are subject to the
terms and provisions contained in this
Agreement and any additional policies
applicable to the Services, which may be
posted from time to time. All such posted
policies or rules are effectively
immediately upon posting and are hereby
incorporated by reference into this
Agreement.
12.10 The provisions of this Agreement
will be binding upon and will inure to the
benefit of the Parties, their heirs,
administrators, successors, and assigns.
12.11 You may not assign this Agreement or
the rights and obligations hereunder to
any third party under any circumstances.
12.12 You will be solely responsible for
all costs and expenses incurred arising
out of or relating to this Agreement.
12.13 You acknowledge and agree that if
you are located in any United States or
international jurisdiction where any
common, statutory, regulatory, codified,
or other law, rule, or regulation makes
accessing the Services or any materials
contained therein inappropriate, illegal,
or subject to consents or permissions that
you have not obtained, or voids this
Agreement in whole or in part, then you
are not authorized to access the Services
or any materials contained therein.
12.14 The Services contain features that
may allow User to collect data from,
control, or monitor computers running the
Services. User hereby agrees to hold
CHICKSLOVECHICKS harmless from and against
any damages, claims, losses, settlements,
attorney's fees, and other expenses
related to any such activities.
12.15 User acknowledges and agrees that
the Services are not intended for use with
any high risk or strict liability activity
and CHICKSLOVECHICKS makes no warranty and
will have no liability arising from any
use of the Services in any high risk or
strict liability activities.
12.16 User acknowledges that the laws and
regulations of the United States restrict
certain export and re-export of
commodities and technical data of United
States origin, including the Services.
User agrees that it will not export or
re-export the Services in any form.
12.17 The Section headings in this
Agreement are solely for convenience and
will not be considered in its
interpretation. Any applicable
CHICKSLOVECHICKS Price List is
incorporated herein as if set forth herein
in full. This Agreement has been reviewed
and negotiated by the parties, and each
party has had the opportunity to review
this Agreement with counsel of its own
choosing. Accordingly, this Agreement will
not be construed strictly for or against
either party. Pronouns used in this
Agreement will be construed to include the
masculine, feminine or neuter, as the
identity of the antecedent may require.
12.18 Each Party acknowledges that its
material breach of this Agreement
including, without limitation,
unauthorized disclosure or use of the
other Party's Confidential Information,
will cause irreparable harm and
significant injury to the Party which
maybe difficult to ascertain and that a
remedy at law would be inadequate.
Accordingly, each Party agrees that the
other Party will be entitled to immediate
injunctive relief to enforce obligations
under this Agreement in addition to any
other rights and remedies it may have at
law or in equity.
13. Revision, Amendment, and Notice
13.1 CHICKSLOVECHICKS reserves the right
to amend or revise this Agreement and any
terms and provisions incorporated by
reference herein at any time and in any
manner. Amended or revised terms and
provisions will be effective immediately.
Users will be notified of any such
revision or amendment as provided herein.
This Agreement may not otherwise be
amended or revised except in a writing
signed by both parties.
13.2 CHICKSLOVECHICKS reserves the right
to revise the Services, Content,
information, materials, and available
contractual license terms featured via the
Services without notice.
13.3 Except as explicitly stated
otherwise, any notice required according
to this Agreement will be given as
follows:
(A) Notice to CHICKSLOVECHICKS: via email
to chickslovechicks@protonmail.com.
(B) Notice to Users: via
https://tour1.chickslovechicks.com/termsofservice.html
or email to the address provided during
the registration process.
13.4 Notice will be deemed given
twenty-four (24) hours after any HTTP
document is posted or after any email is
sent, unless the sending Party is notified
that the email address is invalid.
Alternatively, notice may be sent via
reputable carrier to the address provided
to CHICKSLOVECHICKS during the
registration process. In such case, notice
will be deemed given three (3) days after
the date sent.
13.5 The designated agent for service of
notices pursuant to the Digital Millennium
Copyright Act is as follows:
CHICKSLOVECHICKS
Attn: legal department
chickslovechicks@protonmail.com
with a courtesy copy to legal counsel for
CHICKSLOVECHICKS:
Chad L. Belville, Attorney at Law
4500 South Lakeshore Drive Ste 515
Tempe, AZ 85282
480-649-7320 fax
chickslovechicks@protonmail.com
14. General Release
14.1 In the event that you have a dispute
with one or more Users or users of third
party sites, you release CHICKSLOVECHICKS,
its successors, assigns, affiliates,
licensors , and suppliers, together with
all of their respective officers,
directors, employees, and consultants from
claims, demands and damages, both 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.
14.2 CHICKSLOVECHICKS does not control the
information provided by other Users or
users of third party sites that is made
available through the Services. You may
find other Users' information to be
offensive, harmful, inaccurate, or
deceptive. Please use caution, common
sense, and practice safe online behavior
when using the Services. Please note that
there are also risks of dealing with
underage persons or people acting under
false pretense. Additionally, there may
also be risks dealing with international
trade and foreign nationals.
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NOTICE: All models appearing on this
website are 18 years or older.
WARNING: This site contains adult
material. If you are under 18 years
of age,
or if it is illegal to view adult
material in your community, you must
leave now.
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ChicksLoveChicks.com © Copyright
2007. All rights reserved.
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