Last Updated: December 12th, 2017
1.1 This Registered User Agreement ("Agreement") governs your relationship with Stelivo, LLC (collectively "ST" or "us" or "our" or "we") when you register on our Service and establish an account ("Account"). This Agreement incorporates by reference our General Terms. Our General Terms form the foundation upon which this Agreement is based.
1.2 Our General Terms apply to any User of our Service and represent the baseline minimal terms and conditions that must be agreed to in order to use our Service. Our General Terms and what is contained herein are collectively referred to as "this Agreement." As a Registered User on our Service you agree to be bound by the entirety of this Agreement, which includes our General Terms.
1.3 By clicking "I Agree" you are accepting THE TERMS AND CONDITIONS contained herein and you are also accepting all the terms and conditions contained in our General Terms, which have been included herein by reference. Please read our General Terms carefully before proceeding. if you do not accept all these terms and conditions then please do not register on our service.
1.4 With respect to the acceptance of this Agreement "you" or "Registered User" means you as an individual unless you are accepting this Agreement on behalf of your employer or other entity, in which case "you" or "Registered User" means that employer or entity.
1.5 You acknowledge and agree that nothing in this Agreement shall be deemed to confer any third party rights or benefits.
1.6 If a conflict of terms and conditions exists between our General Terms and this document then what is contained herein controls.
2.1 Capitalized terms that have not been defined herein are defined in our General Terms and have the same meaning as contained therein.
(a) Account: means the method by which a Registered User gains access to our Service in order to participate in our online chat rooms and/or otherwise interact with our Service.
(b) Fees: means amounts charged by ST (denominated in U.S. dollars ("USD")) for offerings on our Service. ST, in its sole discretion, determines which offerings require Fees. Said offerings may change from time to time without notice.
(c) Intellectual Property Rights: means all rights of design and authorship, all copyrights, all trademarks and service mark rights, all patent rights, all rights in trade secret and proprietary information, all rights of attribution and integrity and other moral rights, and all other intellectual property rights of any type.
(d) Moral Rights: means any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the law of any country in the world, or under any treaty.
(e) Payment Method: means credit card, debit card or other form of payment accepted by our Payment Processor.
(f) Payments: means financial transactions wherein a Registered User pays ST for offerings on our Service through our Payment Processor.
(g) Registration: means the process that ST provides for establishing an Account on our Service and thereby becoming a Registered User.
3.1 You acknowledge and agree that participation on our Service is subject to your continued compliance with the terms and conditions of this Agreement.
3.2 You acknowledge and agree that you shall only register a single Account on our Service, unless otherwise agreed to in writing by ST. ST may terminate this Agreement immediately, as provided for herein, should a Registered User attempt to register more than one Account.
3.3 You represent and warrant that:
(a) all of the information provided by you to ST during Registration on our Service is correct and current;
(b) you are the owner or licensor of all Intellectual Property Rights pertaining to all User Generated Content submitted by you to our Service over the life of your Account and your participation on our Service, or you are legally authorized to act on behalf of the owner or licensor of such content for the purposes of this Agreement and the Service;
(c) you have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of a Registered User hereunder;
(d) all information in your Account is complete, correct and current;
(e) you will maintain the currency of the information in your Account when events occur that may alter its validity; and
4.2 As a Registered User you acknowledge and agree that your correspondence or business dealings with, or participation in promotions of, Advertisers found on or through our Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you as a Registered User and said Advertiser. ST shall not be responsible or liable for any loss or damage incurred by you with respect to your interactions with Advertisers on our Service.
5.1 ST has the right, but not the obligation, to regulate and monitor your User Generated Content and to regulate and monitor conduct by any User, for the purpose of enforcing this Agreement. ST may, in its sole discretion and without notice, start, stop, or modify any regulation, monitoring or enforcement activities at any time. ST's action or inaction regarding regulating and/or monitoring our Service, or with respect to enforcing or not enforcing violations of this Agreement, does not waive ST's right to regulate and monitor similar actions in the future, in its sole discretion.
5.2 You acknowledge and agree that any action or inaction by ST, or any of its directors, officers, stockholders, employees, consultants, agents or representatives regarding activities pertaining to regulation, monitoring, and enforcement consistent with this Agreement, is undertaken voluntarily and in good faith, and you expressly agree that neither ST nor any of its directors, officers, stockholders, employees, consultants, agents or representatives shall be liable to you, or anyone else, for any action or inaction regarding our activities pertaining to regulation, monitoring, and enforcement consistent with this Agreement.
5.3 ST reserves the right to investigate, in its own discretion, any activity that may violate this Agreement, including but not limited to, any violations of applicable law, or engagement in activity prohibited by this Agreement.
6.1 The term of this Agreement shall commence on the date a Registered User first accepts this Agreement, or accepts a modified Agreement, as provided for in our General Terms. This Agreement will remain in full force and effect until it is terminated by either party as provided for herein.
6.2 You acknowledge and agree that payments made by a Registered User to ST constitute a separately enforceable addendum to this Agreement and shall survive the termination of this Agreement.
7.1 Either party may terminate this Agreement as provided for our General Terms.
7.2 ST may, at any time in its sole discretion, terminate all or part of a Registered User's participation on our Service, terminate this Agreement, or suspend your Account, for any reason or no reason.
7.3 As a Registered User, you acknowledge and agree that once this Agreement has been terminated, your Account will no longer be valid on our Service and you will be allowed no further access to our Service.
7.4 Upon termination of this Agreement for any reason, Sections 4.2, 9, 10, and 15 shall survive termination. Further, all clauses in this Agreement that have been expressly designated as surviving termination shall do so, notwithstanding the fact that said clauses were not enumerated in this paragraph.
8.1 You acknowledge and agree that Payments due ST must be paid according to the terms and conditions contained herein. ST may charge Fees in its sole discretion. You are responsible to ST for said Fees and authorize ST, or ST's Payment Processor, to charge your specified Payment Method for such Fees, as required.
8.2 You acknowledge and agree that any applicable sales or other taxes are additional to ST's Fees and, therefore, you will compensate ST for the Fees and all applicable taxes. You further acknowledge and agree that except as required by law, all Payments are nonrefundable, including, without limitation, in situations where Service offerings are subsequently removed by ST.
9.1 ST MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISEMENTS, LINKS, ST CONTENT AND OTHER FEATURES AND FUNCTIONS PROVIDED BY OUR SERVICE, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADVERTISEMENTS ARE BASED ON OR DISPLAYED IN CONNECTION WITH NON-ST CONTENT, ST SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADVERTISEMENTS.
9.2 In addition, for the avoidance of doubt, ST does not guarantee the SERVICE will be operable at all times or during any down time: (i) caused by outages to any public Internet backbones, networks or servers; (ii) caused by any failures of A User'S equipment, systems or local access services; (iii) for previously scheduled maintenance; or (iv) relating to events beyond ST's (or its wholly owned subsidiaries') control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where ST (or its wholly owned subsidiaries) or OUR servers are located or co-located.
10.1 EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR A REGISTERED USER'S BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO OUR SERVICE, (I) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (II) ST'S AGGREGATE LIABILITY TO A REGISTERED USER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY REGISTERED USER TO ST DURING THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS LESS.
10.2 Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.
Neither party shall be responsible for (or be deemed in breach or default hereof as a result of) delays or failures in performance hereunder to the extent that such party was hindered in its performance by any act of God, war, terrorism, civil commotion, application of any law or regulation or other act of any governmental officer or personnel, labor dispute, or any other occurrence beyond the reasonable control of such party.
All notices hereunder (other than Payments) shall be in writing and delivered personally or sent via facsimile, by certified mail, return receipt requested, email (confirmation requested) or by a reputable courier service to the address of the principal place of business of the party to be notified or to the address provided to our Service during Registration, if no principal place of business can be determined.
13.1 You acknowledge that ST owns all right, title and interest, including without limitation, all Intellectual Property Rights and Moral Rights, in and to our Service (excluding intellectual property licensed from third parties), and that a Registered User shall not acquire any right, title, or interest in, or to, same.
13.2 A Registered User shall not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any ST intellectual property including, but not limited to, content, software, and/or documentation.
13.3 A Registered User shall not create or attempt to create a substitute or similar Service through use of, or access to, ST's proprietary information. A Registered User shall not remove, obscure, or alter ST's copyright notice or other proprietary rights notices affixed to or contained within any ST content, software, or documentation.
14. 1 You acknowledge and agree that if any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. Furthermore, if any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision.
14.2 ST's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing by ST.
Both parties agree, during a thirty (30) day period after notice is given to the other party of a dispute under the terms of this Agreement, to use its best efforts to resolve any dispute through good faith negotiations prior to invoking the remedies provided for in our General Terms, unless the Intellectual Property Rights of either party are threatened or a Registered User is in violation of our User Conduct Restrictions or Restricted Uses.