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1.0 SERVICES The Services provide Member with the ability to (a) register and change Member's romantic connection or connections (each a "Connection") on the VietCircles’ Site; (b) have VietCircles automatically inform, via e-mail to the addresses provided by Member, each registered Connection that someone else has registered a Connection on them through the VietCircles’ Site; and (c) be notified automatically if and when another Member (including one who has registered as a result of Member's registering a Connection on that Member) registers a Connection on Member. Member may also utilize certain additional services offered from time to time such as chat and other communication services, shopping and e-commerce offerings, and various informational services. VietCircles reserves the right to enhance, modify or discontinue the Services, in whole or in part, at any time, for any reason, or for no reason at all, at VietCircles's sole discretion, with or without notice to Member, with no obligation to Member.
2.0 REGISTRATION AND ACCEPTANCE 2.1 Age of Consent: By registering and accepting this Agreement, Member represents and warrants that he or she is 18 years of age or older. 2.2 Authority to Participate: By registering and accepting this Agreement, Member represents and warrants that he or she can lawfully bind him or herself to this Agreement in the jurisdiction where Member is located. No Member may participate where doing so would be prohibited by any law or regulation having the force of law applicable to Member. 2.3 Information Submitted by Member: By registering and accepting this Agreement, Member represents and warrants (i) that all information submitted by Member is true, accurate, current and complete; and (ii) that Member shall maintain and update information submitted in registering for the Services in order to keep it true, accurate, current and complete at all times. If any information that Member submits in the registration process is untrue, inaccurate, not current or incomplete, VietCircles shall have the right to terminate Member's use of the Services. 2.4 Modification or Amendment: VietCircles reserves the right to modify or amend this Agreement unilaterally at any time, for any reason, or for no reason at all, at VietCircles' sole discretion, without prior notice to Member. The most recent version of this Agreement shall be posted on the VietCircles’ site. It is the Member's sole responsibility to keep him or herself apprised of any such modifications or amendments.
3.0 USE OF MEMBER DATA Member acknowledges and agrees that it is necessary for VietCircles to use the data submitted by Member in Member's initial application and registration template and submitted later by Member during use of the Services (the "Member data") in order for VietCircles to provide the Services to Member. Member hereby grants VietCircles a royalty-free, perpetual, irrevocable and worldwide license to use, manipulate, collate, organize, create derivative works from, and disclose (whether by sale, license or otherwise) the Member data (without disclosing the identity of Member's connections or matches), consistent with the terms and conditions of this Agreement and with VietCircles' Privacy Policy, for the purpose of providing the Services and for marketing and promotional activities. This provision shall survive termination of this Agreement.
4.0 MEMBER CONDUCT Member represents and warrants as follows: * Member shall comply with the terms and conditions of this Agreement. * Member shall comply with all applicable laws and regulations having the force of law, including, without limitation, those laws and regulations pertaining to intellectual property, rights of privacy and publicity, defamation, and obscenity. * Member shall not use the Services or the VietCircles’ Site to transmit any communication, message, or content that is fraudulent, misleading, deceptive, harassing, threatening, harmful, libelous, defamatory, abusive, slanderous, hateful, sexually, racially or ethnically objectionable, vulgar, pornographic, obscene, indecent, or otherwise objectionable or unlawful. * Member shall not attempt to gain unauthorized access to VietCircles' database or other computer systems. * Member shall not attempt to interfere with any other person's use of the Services. * Member shall not misrepresent his or her identity or impersonate any person, including, but not limited to, any employee of VietCircles. * Member shall not engage in any activity that constitutes or facilitates "spamming" or the sending of mass, unsolicited messages. * Member shall only use the Services for Member's personal use and shall not use the VietCircles’ Site or the Services for any commercial purpose, including any resale, timesharing, sublicensing, or transfer of the Services. * Member shall not use the VietCircles’ Site or the Services to disseminate any information about persons less than 18 years of age. * Member shall not hold him or herself out as sponsored by, endorsed by or affiliated with VietCircles.com. * Member shall not attempt to modify, translate, adapt, edit, decompile, disassemble or reverse engineer any software programs used by VietCircles in connection with the VietCircles’ Site or the Services. * Member shall not engage in any activity that disrupts, diminishes the quality of, interferes with the performance of or impairs the functionality of, the Services or the VietCircles’ Site, including, without limitation, the use of any virus, worm, trojan horse, time bomb, trap door, denial of service attack, automated repetitive requests for information or any other device that causes damage to any hardware, software or equipment used in connection with the Services or the VietCircles’ Site. All judgments concerning the applicability of these guidelines shall be in the sole and exclusive discretion of VietCircles. VietCircles reserves the right, but does not assume any obligation, to monitor the Services to enforce these guidelines. Nor does VietCircles guarantee that any monitoring it does perform will be to Member's satisfaction. Upon learning of any violation of this Agreement, VietCircles, at its sole discretion, may (i) require Member to remedy such violation; (ii) partially or completely block access to Member's account; (iii) suspend or terminate Member's use of the Services; and/or (iv) take any other actions that VietCircles deems appropriate to enforce its rights and pursue all available remedies.
5.0 INTELLECTUAL PROPERTY 5.1 VietCircles.com Intellectual Property and Proprietary Rights: Member acknowledges that the Services and the VietCircles’ Site are protected by certain proprietary and intellectual property rights belonging to VietCircles and that Member has no right, title or interest in the Services of the VietCircles’ Site. All copyrights, patents, trademarks, service marks, trade secrets, database rights and other proprietary rights pertaining to the Services and the VietCircles’ Site are the sole and exclusive property of VietCircles and/or its licensors. This provision shall survive termination of this Agreement. 5.2 Third Party Intellectual Property and Proprietary Rights: VietCircles will process, investigate and respond to any notification of infringement of any third party's intellectual property and proprietary rights in accordance with applicable laws, including, without limitation, the Digital Millennium Copyright Act. Notifications should contain the following information: * A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. * Identification of the work claimed to have been infringed, or if multiple works, at a single online site are covered by a single notification, a representative list of such works at that site. * 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 VietCircles to locate the material. * Information reasonably sufficient to permit VietCircles to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted. * A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the owner of the right in question, its agent or the law. * A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. All such notifications should be directed to:
Address:
15568 Brookhurst St #404
Westminster, CA 92683
E-mail address:
support@vietcircles.com
Please include "Notification of Infringement" in the subject matter of any such notification.
6.0 DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY 6.1 Disclaimer of Warranties: MEMBER AGREES THAT USE OF THE VIETCIRCLES SITE AND THE SERVICES IS ENTIRELY AT MEMBER'S OWN RISK. THE VIETCIRCLES’ SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, VIETCIRCLES DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE VIETCIRCLES’ SITE AND THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, VIETCIRCLES DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE VIETCIRCLES SITE OR THE SERVICES OR ACCESSED THROUGH ANY LINKS ON THE VIETCIRCLES SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, VIETCIRCLES DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE VIETCIRCLES’ SITE OR THE SERVICES. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties. This provision shall survive termination of this Agreement.
6.2 Limitation of Liability: UNDER NO CIRCUMSTANCES SHALL VietCircles.com BE LIABLE ON ACCOUNT OF MEMBER'S USE OR MISUSE OF THE VIETCIRCLES’ SITE OR THE SERVICES OR RELIANCE ON THE VIETCIRCLES SITE OR THE SERVICES. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE AND EXEMPLARY DAMAGES (EVEN IF VIETCIRCLES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE VIETCIRCLES’ SITE OR THE SERVICES, FROM INABILITY TO USE THE VIETCIRCLES SITE OR THE SERVICES, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION OR TERMINATION OF THE VIETCIRCLES’ SITE OR THE SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE VIETCIRCLES’ SITE OR THE SERVICES OR ANY LINKS ON THE VIETCIRCLES’ SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE VIETCIRCLES’ SITE OR THE SERVICES OR ANY LINKS ON THE VIETCIRCLES’ SITE. SUCH LIMITATION SHALL APPLY TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS OR LOST DATA. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to you. This provision shall survive termination of this Agreement.
6.3 Disclaimer Regarding International Use: VIETCIRCLES MAKES NO REPRESENTATION OR WARRANTY THAT THE VIETCIRCLES’ SITE OR THE SERVICES WILL BE APPROPRIATE OR AVAILABLE IN ANY LOCATION OUTSIDE THE UNITED STATES AND ANY ACCESS OF THE VIETCIRCLES’ SITE OR THE SERVICES IN JURISDICTIONS WHERE SUCH ACCESS WOULD BE ILLEGAL IS PROHIBITED. ANY INDIVIDUAL WHO ACCESSES THE VIETCIRCLES’ SITE OR THE SERVICES IN ANY JURISDICTION OUTSIDE THE UNITED STATES DOES SO ON HIS OR HER OWN INITIATIVE AND ASSUMES ALL RESPONSIBILITY FOR COMPLIANCE, AND ALL RISK OF NONCOMPLIANCE, WITH ALL APPLICABLE LAWS AND REGULATIONS HAVING THE FORCE OF LAW. This provision shall survive termination of this Agreement.
7.0 INDEMNITY Member agrees to indemnify and hold harmless VietCircles and its parent corporations, subsidiary corporations, affiliates, successors, assigns, directors, officers, agents, employees, independent contractors, accountants, lawyers, licensors, service providers and suppliers for any and all claims and expenses, including attorneys' fees and costs, arising out of or relating to Member's use or misuse of the VietCircles’ Site or the Services, including any conduct by Member that breaches this Agreement. This provision shall survive termination of this Agreement.
8.0 FORCE MAJEURE WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY CONTAINED IN SECTION 6.0, UNDER NO CIRCUMSTANCES SHALL VIETCIRCLES BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE UNDER THIS AGREEMENT RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATIONS EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NONPERFORMANCE OF THIRD PARTIES OR LOSS OR FLUCTUATIONS IN HEAT, LIGHT OR AIR CONDITIONING. This provision shall survive termination of this Agreement.
9.0 LIMITATIONS OF ACTIONS MEMBER AGREES THAT, REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION OF MEMBER ARISING OUT OF, OR RELATED TO, MEMBER'S USE OF THE VIETCIRCLES SITE OR THE SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR BE FOREVER BARRED. This provision shall survive termination of this Agreement.
10.0 RELATIONSHIP OF PARTIES VietCircles and Member are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture, agency or employment relationship. Neither party pursuant to this Agreement has authority to enter into agreements of any kind on behalf of the other, and neither party shall be considered the agent of the other.
11.0 NONWAIVER AND SEPARABILITY VietCircles' failure to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of this Agreement to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and agree that the other provisions of this Agreement shall remain in full force and effect. This provision shall survive termination of this Agreement.
12.0 NO RESALE, ASSIGNMENT, OR SUBLICENSING Member agrees not to resell, assign, sublicense, otherwise transfer or delegate his or her rights or obligations under this Agreement without the prior express written consent of an authorized executive officer representative of VietCircles. This provision shall survive termination of this Agreement.
13.0 HEADINGS All headings in this Agreement are for convenience only and shall have no legal or contractual effect.
14.0 SUCCESSORS AND ASSIGNS This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. This provision shall survive termination of this Agreement.
15.0 CHOICE OF LAW This Agreement shall be governed by and in accordance with the laws of the United States and the State of California as applied to agreements entered into and to be performed entirely within that State between residents of that State. The State and federal courts of California shall be the exclusive forum, jurisdiction, and venue to resolve any and all disputes arising out of or relating to this Agreement. Member consents to personal jurisdiction and venue in the State and federal courts in California. This provision shall survive termination of this Agreement.
16.0 MERGER CLAUSE This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes any other agreement, proposals and communications, written or oral, between VietCircles’ representatives and Member with respect to the subject matter hereof.
17.0 TERMINATION This Agreement may be terminated by Member at any time by discontinuing use of the Services. This Agreement may be terminated by VietCircles (i) automatically upon any violation of this Agreement, with or without prior notice to Member, at VietCircles' sole discretion; (ii) at any time, for any reason, or no reason at all, with or without prior notice to Member, upon VietCircles' blocking of Member's access to the Services, discontinuation of Member's account and/or notification to Member at the e-mail address provided in Member's registration. Upon any termination by VietCircles, Member shall discontinue any effort to access the VietCircles’ Site or the Services.
18.0 PARENTAL CONTROLS Certain materials available on the Internet are not appropriate for minors. To prevent or limit the access of children to such materials, a number of parental control protections (such as computer hardware, software and filtering services) are commercially available. For more information on such parental control protections, you may wish to visit the following sites:
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