PLEASE READ THIS AGREEMENT CAREFULLY. THE FOLLOWING COMPRISES A LEGALLY BINDING AGREEMENT WITH ENFORCEABLE OBLIGATIONS.
BY VIEWING OR OTHERWISE ACCESSING THIS WEBSITE OR USING ITS SERVICE IN ANY WAY, YOU ARE AGREEING TO BE BOUND BY ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT. YOU MUST BE AT LEAST 18 YEARS OLD AND THE AGE OF MAJORITY AND LEGAL CONSENT IN THE JURISDICTION IN WHICH YOU LIVE OR RESIDE TO AGREE TO THESE TERMS.
The parties to this agreement ("Agreement") are You, the individual website user (hereinafter "You" or "User"), and VerifiedCall.com (hereinafter variously "We", "Us", "Our" or the "Company").
The Company operates a website accessible at https://verifiedcall.com/ ("Website")at and through which the Company provides a calling service ("Service") that dials both Website Members (hereinafter "Users" or "Members") with their fans and/or clients ("End-users") for which the End-user is charged by the minute and the Company earns a percentage of what its Members earn.
You hereby acknowledge that You must first agree to all the terms of this Agreement as a condition to access and use the Website or its Service. This means that You may not access any content on the Website or otherwise use the Services unless and until You agree to all the terms and conditions set forth in this Agreement. This also means that if You do not fully agree to all the terms of this Agreement You are expressly NOT AUTHORIZED to view or use the Website or its Services. Therefore, if You do not agree to the terms of this Agreement, any use of the Website or its Service will comprise unauthorized use and unauthorized access of Our computers and databases in violation of law. You also agree that any such unauthorized use of the Website or its Service will also comprise a breach of this contract, trespass to chattels and violation of other Company rights.
YOU HEREBY ACKNOWLEDGE THAT CLICKING THE "TALK TO ME NOW" BUTTON ON ANY HOSTED INTEGRATED COMPANY MODULE OR HOSTED PAGE ON COMPANY'S WEBSITE BY YOU OR AT YOUR DIRECTION SHALL EXPRESSLY SIGNIFY THAT YOU AGREE TO ALL THE TERMS, CONDITIONS AND OTHER PROVISIONS, SET FORTH IN THIS AGREEMENT.
1. Parties To This Agreement And Consideration.
The parties to this Agreement are You (an End-user) and VerifiedCall.com. By Your further accessing the Website or its Service, and for other good and valuable consideration, the sufficiency of which is acknowledged by You and the Company, shall bind You to all the terms and conditions set forth in this Agreement. You represent and warrant that You are over the age of 18 years old (or 21 years old in places where 18 is not the age of majority), and have the right to enter into and perform Your obligations under this Agreement.
THESE TERMS MAY BE AMENDED OR CHANGED BY US IN OUR DISCRETION, WITH OR WITHOUT NOTICE, AT ANY TIME. We indicate at the top of the page when these Terms were last updated. Your continued access or use of the Website or any Services following such changes will be deemed acceptance of such changes. In addition, We reserve the right to modify or cease providing all or any portion of the Services at any time, with or without notice. Be sure to return to this page periodically to ensure familiarity with the most current version of these Terms.
In order to participate in or receive certain Services, You may be required to create an account with Us ("Account"), and You may be subject to additional contractual terms and conditions applicable to such Services ("Additional Terms"), which Additional Terms will be accessible to You on the Website, through its Services, or presented to You as Additional Terms when You sign up for or access such Services. Any such Additional Terms shall be incorporated into and form a part of these Terms. Your Account is for Your individual use only, and You may not authorize others to use Your Account for any purpose. In creating Your Account, You certify that all information You provide is complete and accurate. You agree to update Your information when required or requested, and You further agree not to use another person's account without permission. You are responsible for maintaining the confidentiality of, and restricting access to, Your Account and password, and You agree to accept sole responsibility for all activities that occur under Your Account or password. You agree to contact Our customer service department immediately of any breach of security or unauthorized use of Your Account or any violation of these Terms by others of which You are aware. You agree that We shall have no liability for any losses, damages, liabilities or expenses You may incur due to any unauthorized use of Your Account, and You agree to indemnify Us and hold Us harmless for any such unauthorized use. We reserve the right to create accounts for quality control and administrative purposes. Such accounts may be publicly viewable.
5. Use of Services; Assumption of Risk.
The Service may not be accessed or used where prohibited by law. You understand that by accessing or using the Service, You may encounter content that may be deemed sexually explicit, mature, offensive, indecent or objectionable, which content may or may not be identified as having explicit language or adult themes, and which in certain circumstances may be due to Your interactions with other users or members in the course of accessing or using the Services. In addition certain content available through the Service may be inappropriate for minors or by persons who do not wish to be exposed to sexually explicit material. YOU FULLY ASSUME ALL RISK OF LOSS AND RISK OF PERSONAL HARM ARISING OUT OF YOUR USE OF THE SERVICE. It is Your responsibility to take all advisable and necessary precautions when interacting with individuals You come into contact with through the Service.
6. Age-Restricted Materials and Age Restricted Access.
Absolutely no minors (defined as persons under the age of 18 years or under the age of 21 years in places where 18 years is not the age of majority) may use the Service. All minors are strictly forbidden from accessing any parts of the Website or its Service that is explicitly or implicitly indicated to be for "adults only." Any unauthorized access of the Website or its Service by a minor is a violation of law.
7. Affirmation That You Are an Adult.
YOU HEREBY AFFIRM AND WARRANT THAT YOU ARE CURRENTLY OVER THE AGE OF 18 YEARS (21 YEARS IN PLACES WHERE 18 YEARS IS NOT THE AGE OF MAJORITY).
8. Re-Affirmation of These Terms and Conditions Each Time You Use the Website.
You hereby acknowledge that You will be agreeing to these terms and conditions and each time You use the Website or any Services. You also acknowledge that you will be further affirming that You have the right, authority, and capacity to enter into the most recent version of this Agreement. You are strongly advised to click Our "Terms and Conditions" link each time You visit Our Website as You agree that that these Terms and Conditions may be amended at any time and that it is Your obligation to check for amendments to these Terms and Conditions.
9. Additional Required Affirmations and Certifications to Use the Website or Services.
You further affirm and certify that:
9.1. You will not permit any other person(s) to access the Site through any action or omission by You or through the use of any password issued to You;
9.2. You have chosen to access the Website or its Services voluntarily for Your own personal enjoyment, information, entertainment and/or education;
9.3 Your use of the Services is and will be in compliance with all applicable laws, rules, regulations, ordinances, edicts or customs, and You are not a national or resident of any country which the United States has (i) embargoed goods; (ii) identified as a "Specially Designated National"; or (iii) placed on the Commerce Department's Table of Deny Orders;
9.4. You have not notified any governmental agency that You do not wish to receive sexually oriented material via phone or any other means;
9.5. You have not listed any email address provided to the Company or any Affiliated Content Producers that is included in, or which You or another party subsequently includes in, any "do not email' registry or similar service anywhere in the world; and
9.6. In Your judgment, the average adult in Your community is not offended by the potential uses of the Service and that the average adult in Your community will not find such uses to appeal to a prurient interest. You further represent and warrant that You are familiar with the standards in Your community regarding the acceptance of such potentially sexually oriented materials, and the materials You expect to encounter are within those standards.
9.7. If You establish an Account, You (i) have never been convicted of a felony; and (ii) are not required to register as a sex offender with any government entity or agency.
PLEASE NOTE THAT WE DO NOT CONDUCT CRIMINAL BACKGROUND SCREENINGS ON OUR USERS OR MEMBERS.
10. Consequences of Fraudulent Age or Location Representation.
You hereby acknowledge that You understand, and that You hereby agree, that any access to the age-restricted content made available through Company's Service, by a minor constitutes the unauthorized accessing of the Company's computers and databases in excess of the authorization expressly granted by the Company in this Agreement, and that such unauthorized access violates state, federal and foreign laws, including, without limitation, The Electronic Communications Privacy Act, 18 U.S.C. §§ 2701-2710, The Computer Fraud and Abuse Act, 18 U.S.C. § 1030 and The California Comprehensive Computer Data Access and Fraud Act, Cal. Penal Code §502 and constitutes trespass to chattels, and intentional copyright infringement(s) of the Company's copyrights in the Website, and/or other parties, that is displayed in, at or through the Website, all of which are protected under the laws of the United States and other countries. You further acknowledge that You understand that any such unauthorized access of the Website and/or company content or affiliated content providers' Content on the Company's computers could subject You to potential criminal prosecution and substantial civil liability. For example, intentional infringement of the Company's copyright in a single work could subject You to statutory damages of up to $150,000 per work infringed,
11. Third Party Links and Pages; Reliance on Content and Advice.
11.2 Opinions, advice, statements, offers, or other information or content made available through the Service are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. We do not: (i) guarantee the accuracy, completeness, or usefulness of any information through the Service, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears through the Service. Under no circumstances will We or Our affiliated entities be responsible for any loss or damage resulting from Your reliance on information or other content disclosed through the Service or transmitted to or by any of Our Users or Members.
12. Proprietary Rights; Grant Of Limited License.
The content provided through the Website, including but not limited to, the text, software, graphics, photographs, interactive features, tags and other materials (collectively, "Content") and the trademarks, service marks and logos contained therein ("Marks") are owned by or licensed to Us, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. In consideration of Your representations, warranties and acknowledgments in this Agreement, and conditioned upon the truth of Your affirmation that You are an adult, the Company hereby grants You a limited and revocable single user license to access its computer servers to use the Website for Your private and non-commercial entertainment and educational use and enjoyment only. All Content is provided to You solely for Your information and personal, non-commercial use. You agree to not engage in the use, copying, or distribution of any Content other than as expressly permitted herein. You agree not to circumvent, disable or otherwise interfere with security related features of the Services or features that prevent or restrict use or copying of any Content or enforce limitations on the use of the Website or Content. We or Our licensors retain all intellectual and proprietary rights in and to the Website and Content, except as expressly provided herein. No right is granted to You herein to use any Marks.
13. Noncommercial Use.
As an End-user, the Service is made available for Your personal, noncommercial use. You will not advertise or solicit any User or Member to buy or sell any products or services through the Services. You may not transmit any chain letters, junk or spam e-mail to any Users or Members. Further, You will not use any information obtained from the Service in order to contact, advertise to, solicit, or sell to any User or Member without their prior express consent.
14. Authorization and Permission to Communicate with You.
14.3 No Actions Resulting From Registration In "No Contact" Registries. You hereby agree that You will not bring any action against Company, any Members, or any of the Website's affiliates or any of any of the aforementioned parties' principals, employees or agents as a direct or indirect consequence of Your registration of an email address, mailing address, telephone number or other contact point with any governmental "do not email" registry with respect to any such contact point You have provided to the Company after indicating that You have given the Company permission to send You email. You agree to indemnify the Company, the Website's affiliates and all their agents for any and all expenses and damages, including any and all fines, penalties and attorney's fees that result from any and all breaches of this subparagraph 16.2 and for any actions against Company, Website affiliates, that result from the Company or any other party sending You email that You have requested or authorized the Company or its affiliates to send You.
15. Use of the Website to Communicate with Other Users, Website Affiliates or Affiliated Content Providers.
You are expected to use common sense and take appropriate measures and precautions to insure Your own personal safety and privacy in the event that You choose to communicate with, or meet with any person with whom You have communicated through the use of the Service. You acknowledge and agree that Company shall not be held responsible in any way for the outcome of any contact or meeting, whether in person, by telephone or any other means.
15.1 You further expressly acknowledge and agree that the Company does not screen any profiles, affiliated websites controlled by Members, or any other persons and End-users. You expressly acknowledge that while the Company tries to verify the identity of the Member, the Company ultimately has no control over such communications and makes no representations or warranties whatsoever with respect to the character, veracity, age, health or any other attribute of any Member of the Website, including any person who places any advertisements, profiles, posts, chat, or notices in association with the Website. You expressly acknowledge and agree that the Company shall have no liability whatsoever regarding the truth or accuracy of any such profiles and any corresponding telephone communications.
15.2 You acknowledge and agree that You, and not the Company, shall be solely responsible and liable for all damages, liability or other consequences, foreseen or unforeseen, of all information which You communicate through the Service even if a claim for damages or liability should arise after termination of Service.
15.3 You agree that You have hereby been informed and noticed that any and all messages and other communications which You submit to Company directly or through the Website can be read by the operators and/or other agents of Company whether or not they are the intended recipient(s).
16. Your Conduct.
You further agree not to use the Services to:
16.1 harm minors in any way or commit abuse;
16.2 impersonate or misrepresent Your affiliation with, including acting as an employee of, Us or Our affiliated entities;
16.3 violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, but not limited to, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
16.4 provide material support or resources (or conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
16.5 "stalk" or otherwise harass another person or user or member;
16.6 collect or store personal data about other End-users or Members without their consent (including, but not limited to, through the use of scripts, bots or web crawlers); or
16.7 disclose any telephone numbers, street addresses, last names, URLs or email addresses in any User or Member profile that You create.
PLEASE REPORT ANY VIOLATIONS OF THIS SECTION OR THESE TERMS TO OUR CUSTOMER SERVICE DEPARTMENT.
17. Fees; Foreign Transaction Fees; Promotional Credits.
17.1 Fees. The Company collects a percentage off of the fee charged by the Member.
17.2 Foreign Transaction Fees. We may use credit card processors or banks outside the United States to process Your transactions. In some instances, Your bank or credit card issuer may charge You a foreign transaction or similar fee or charge. Before purchasing any Services, please check with Your bank or credit card issuer for more information about its policies regarding foreign transaction and similar fees and charges.
18. Termination of Your License to Use Website.
You acknowledge and agree that Company may, in its sole discretion, terminate or suspend Your use of the Website and Your use of any or all other parts and/or services of the Website, at any time, with or without notice, for any reason, including, without limitation, breach of this Agreement or any other agreement with the Company. Without limiting the generality of the foregoing, any fraudulent, abusive, or otherwise illegal activity, and any infringement of any person or entity's rights, shall be grounds for termination of Your use of the Website and termination of authorized access to all or parts of the Website and its services. You hereby acknowledge and agree that any activity by or in association with You that the Company considers to be potentially illegal may be referred to appropriate law enforcement agencies and You agree that You will not bring any claim of any kind against the Company for doing so.
19. Indemnification for Unauthorized Use of Content, Website or Other Proprietary Materials.
You agree to be personally liable for ANY AND ALL breaches of any provision of this Agreement, including any breach of warranty made by You. You also agree to fully indemnify the Company and the Company's directors, officers, employees, independent contractors, advertisers, affiliates, suppliers, agents and attorneys, and their successors and assigns for any and all damages directly, indirectly and/or consequentially resulting from any and all breaches of this Agreement by You, including, without limitation, all direct and consequential damages directly or indirectly resulting from such breaches, including, without limitation, attorney's fees and all litigation, dispute resolution and criminal defense costs, regardless of the type of cost or claim, including, without limitation, all damages, fees, expenses and costs resulting from violations of civil or criminal law under the jurisdiction of any country in which the Website might reasonably be transmitted, available, accessed or received.
20. Disclaimers; No Warranties; Your Use of the Services Is at Your Own Risk.
You hereby agree that the use of the Website or its Service is provided to You on an "as is" basis, without warranties of any kind, including, without limitation, warranties regarding the availability, accuracy, or content of materials, information, product or services, or warranties of merchantability, fitness for a particular purpose, title or non-infringement, and that the Company expressly disclaims all such warranties. The Company does not warrant that the functions of the Service will be uninterrupted or error-free, or that any discovered defects will be corrected. Under no circumstances and under no cause of action or legal theory, shall Company, Website affiliates, Website content providers or any of the Company's suppliers, licensees, resellers, affiliates or their suppliers, licensees or resellers be liable to You or any other person for any indirect, special, incidental, or consequential damages of any character including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages resulting from any viruses, worms, Trojan Horses or other destructive software or materials, or communications by You or other users of the Website, or from any use of materials in, on, at or associated with the Website or any use of the Website whatsoever, including, without limitation, any use of the Services. This disclaimer of warranty constitutes an essential part of this Agreement. Some states do not allow exclusions of an implied warranty, so if for any reasons the choice of law provisions of this Agreement are deemed not to apply to this Paragraph, this disclaimer may not apply to You and You may have other legal rights that vary from state to state or by jurisdiction. Regardless of whether such limitation or other limitation of the scope of this limitation of liability or other limitation of liability set forth in this Agreement should apply to You, You acknowledge and agree that it is the express intent of the parties hereto that the limitations of liability set forth in this paragraph and elsewhere in this Agreement shall be construed to be as broad as is permissible under applicable law.
21. Waiver of California Civil Code Section 1542 Governing Releases.
With respect to the releases of liability set forth in this Agreement, You hereby acknowledge that You have been advised by You understand the consequences of entering into the general release and discharge of all known and unknown Claims as set forth in this Agreement, and that You are familiar with the provisions of Section 1542 of the California Civil Code, which currently provides that:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
You hereby expressly waive any and all rights under Section 1542 and under any other federal or state statutes or laws of similar effect. Notwithstanding the foregoing, however, nothing herein shall be construed or operate to limit any obligation, duty, warranty or other responsibility set forth in this Agreement, in any way.
22. Cooperation with Law Enforcement.
The Company, Website affiliates and all Website content providers independently reserve the right to fully cooperate with any and all law enforcement authorities and court orders requesting or directing Company, Website affiliates and/or Website content providers to disclose the identity or other information regarding any person who is using or has used the Website or has obtained any content available through or in association with Website. By entering into this Agreement or by using the Website Publishing Services, You waive and hold harmless Company, Website affiliates, Website content providers and the operators of Website from any and all claims resulting from any and all actions taken by any of the foregoing during, or as a result of any law enforcement authority's investigations.
23. Notice Requirements.
Notices To Company Or Notices To You from the Website may be given by means of electronic messages or by general posting on the Website. Communications from You to the Company may be made by electronic messages or conventional mail, unless otherwise specified in the Agreement. All questions, complaints, and notices to Company by means of electronic mail must be sent to: info@VerifiedCall.com.
24. Entire Agreement; Paragraph Headings; Choice of Law; Venue and Jurisdiction.
This Agreement, including other agreements incorporated by reference, contains the entire agreement between You and the Company regarding Your access to, and use of, the Services. This Agreement supersedes all prior written and oral understandings, writings and representations, including those, if any, made by any third party or other person. This Agreement may be amended at any time by the Company by updating the online version of this Agreement on the Website. Paragraph and subparagraph headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of California and the parties hereby consent to the exclusive jurisdiction of and venue in, the federal and/or state courts located in Los Angeles, California. You may not assign or delegate any of Your duties under this Agreement, in whole or in part, without the prior written consent of the Company. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective licensees, successors and assigns. This Agreement may be executed in counterparts (including those executed via facsimile or e-transmission), each of which shall be deemed an original and constitute one and the same instrument.
25. Unenforceability of Provisions; Severability.
You and Company agree that if any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and all other portions of this Agreement shall remain in full force and effect (i.e., if any part of this Agreement is unlawful, void or otherwise unenforceable, only that part will be deemed severable and, such severance will not affect the validity and enforceability of any and all the remaining provisions).
You acknowledge and agree that the failure of the Company or any the affiliated content providers or affiliates, or any of either's assignees or successors, to enforce any of the specific provisions of this Agreement shall not comprise a waiver of, or preclude or prevent any later, further or other enforcement of such provision(s), or any other provision(s), or waive, preclude, prevent or diminish the exercise of any other right hereunder.
27. Affirmation of Agreement; Acknowledgement You Have Read This Entire Agreement.
By clicking on a link intended to signify Your consent to this Agreement, for example, by clicking the acceptance button, by continuing to access the Website and/or any service or other functionality available in, on, at or through the Website available at, in or through the Website, or by obtaining materials in, on, at or associated with the Website from any Website content providers, You agree that You are acknowledging and affirming that You have read this entire Agreement and that You agree to all its terms, conditions, warranties and other provisions.
28. Mutually Drafted; Negotiation Option; Paragraph Headings.
For purposes of construction and interpretation of this Agreement, both You and the Company shall be deemed to have mutually drafted this Agreement and all parts thereof. If You would like to negotiate other terms or otherwise modify this Agreement before providing Your assent and agreement, please contact the Company at info@VerifiedCall.com. You hereby acknowledge and agree that this is not a contract of adhesion and that as a material inducement for Company to provide a license to You to use the Website You hereby agree that You shall not make any claim or support any action on the claim that this Agreement constitutes a contract of adhesion or is unfair or unconscionable in any way. This is a legal contract. Like all legal contracts, You are advised to procure appropriate legal advice before entering into this agreement. You acknowledge and agree that Company did not require You to enter into this Agreement without having sufficient time and opportunity to consult with an attorney. You acknowledge and agree that You nothing prevents You from leaving the Website and seeking counsel to review this Agreement and assist You prior to Your agreement hereto. You therefore, and hereby further acknowledge, that You have either consulted with an attorney prior to agreeing to the provisions of this Agreement or You expressly and knowingly have opted not to seek legal counsel prior to Your full agreement hereto. Paragraph and subparagraph headings of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.