TERMS OF SERVICE

1. Your Relationship with US

Your access or use of our software, services and websites (referred to collectively as the “Services” and excluding any services provided to you by us under a separate written agreement) is subject to a legal agreement between you and Stickam Worldwide, Inc. (“Stickam”) with its principal place of business located at 444 S. Flower Street, Suite 3000, Los Angeles, California 90071. This document explains how the agreement is made up, and sets out some of the terms of that agreement. Unless otherwise agreed in writing, your agreement with Stickam will always include the terms and conditions set out in this document (“Universal Terms”) in addition to the terms of any Legal Notices applicable to the Services you access, use or register for (“Additional Terms”). Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service. Collectively, the Universal Terms and the Additional Terms are referred to as “Terms of Service.” If there is a conflict between the terms and conditions contained in the Additional Terms and the Universal Terms, then the Additional Terms shall take precedence in relation to that Service.

2. Zero Tolerance Policy

It is our goal to provide an enjoyable experience and safe environment for all users of our Services. Therefore, Stickam has a zero tolerance policy towards certain activities which threaten user safety and enjoyment. Without limiting any additional rights and remedies afforded us below, we will terminate your Stickam account and permanently ban your IP address from accessing the Services - without warning, if your Stickam account is used for any of the following strictly prohibited activities:

1. Cyber-bullying, Cyber-stalking – using the Services to threaten a user’s reputation, earnings or employment in a deliberate and hostile manner is strictly prohibited. It is also a crime, and in addition to having your account terminated and your IP address permanently banned, you may also be criminally prosecuted.


2. Nudity and Sexually Explicit Content – using the Services to expose yourself, to broadcast a pornographic video, or to otherwise show nude or sexually explicit content is strictly prohibited. If you are, or appear to be under the age of 18, and you expose yourself using the Services, you are creating and distributing child pornography, and in addition to having your account terminated and your IP address permanently banned, you may also be criminally prosecuted.

Please note that when you use the Services, information that personally identifies you as well as your activities is preserved by us in accordance with our Privacy Policy. This information is provided to law enforcement agencies investigating criminal activities that have occurred using the Services, and is sufficient information for law enforcement agencies to identify and locate you. Please act responsibly.

3. Accepting the Terms of Service

1. You must agree to the Terms of Service in order to use the Services.


2. You can accept the Terms by:


1. clicking to accept or agree to the Terms of Service, where this option is made available to you by Stickam in the user interface for any Service; or
   


2. by actually using the Services. In this case, you understand and agree that AVC will treat your use of the Services as acceptance of the Terms of Service from that point onwards.
   


3. In the event that you do not agree to the Terms of Service, or any changes or modifications thereto, you should not continue to access or use the Services provided by Stickam.

4. Modification of Terms of Service

1. Stickam reserves the right to modify or revise these Terms of Service at any time in its sole discretion.


2. Any modification or revision to these Terms of Service shall be effective immediately upon being posted unless otherwise stated.


3. Your continued access or use of the Services following the posting of any changes or modification to these Terms of Service will constitute your acceptance of such changes or modifications.

5. Term

This Agreement shall remain in full force while you access or use the Services and/or as long as you have an account with any Service.

6. Termination

1. may terminate your legal agreement with Stickam at any time by closing your accounts for all of the Services which you use and discontinuing access to the Services.


2. Stickam may terminate its legal agreement with you without further obligation or liability to you if you have breached any provision of the Terms of Service; or if we reasonably believe you have breached the Terms of Service.


3. Stickam may also terminate its legal agreement with you if providing the Services to you is no longer commercially viable.


4. Stickam reserves the right to cancel an Account and user name at any time, for any reason, in its sole discretion.


5. In the event your account is terminated or your user name is cancelled, Stickam may, without notification, delete Your Content (defined hereunder in Section 11), and you will need to re-register for an account and obtain a new user name to gain access to any registration based Services. Stickam shall not be responsible for any losses, damages, claims and actions of any kind, either directly or indirectly related to or arising from the restriction, suspension, or termination of your account, access to the Services, cancellation of your user name, or the deletion of Your Content (as defined below).

7. Eligibility

1. Use of the Services is void where prohibited. Certain Services are only available to users who have created an account by completing a registration application and registering a valid user name and password (an “Account”). You must be at least 14 years of age if you wish to register for an Account. You must be at least 18 years of age and capable of forming a legally binding contract if you wish to use any Service that requires a PayPal account.


2. Your Account is solely for your personal use and is not transferable. Registered sex offenders and users who have repeatedly violated the Terms of Service are ineligible to register for an account and are prohibited from accessing and using the Services. You shall not authorize others to use your user name.

8. User Name and Password

1. You must have a valid email address in order to register for a user name and password. When registering your user name and password, you may not (1) select or use a user name of another person with the intention of impersonating that person, (2) use the user name of anyone else without authorization, (3) use a user name in violation of the intellectual property rights of any person or entity, or (4) use a user name that Stickam considers in its sole discretion as being inappropriate..


2. You are solely responsible for the use and maintenance of your user name and password. You may change your password at any time. You agree to notify Stickam of any unauthorized use of your user name or any other breach of security, and to ensure that you exit from your Account at the end of each session.

9. Inactive Status

You must use your user name on a regular basis by logging into your Account. Stickam may, without notification, cancel your Account and user name and delete Your Content if you have not logged into your Account for a period of ninety (90) days. If your Account is cancelled, you will need to re-register for an Account and obtain a new user name to gain access to any registration based Services.

10. Charges for Premium Services

Certain Services available are provided on a subscription basis and require a fee in accordance with the Fee Schedule associated with that service. You agree that Stickam may charge to your credit card all amounts due and owing, if any, including Membership Fees, Setup Fees, Transaction Fees, or any other fee or charge associated with your use of a fee-based service. Stickam may change prices at any time without prior notice. You agree that in the event Stickam is unable to collect the fees owed to Stickam for the fee-based services from your credit card, Stickam may take any other steps it deems necessary to collect such fees from you and that you will be responsible for all costs and expenses incurred by Stickam in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that Stickam may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due.

11. Grant of License to Your Content

1. You warrant and represent that you own the rights to or are otherwise authorized to post, display, perform, transmit, or otherwise distribute and sublicense the content you submit, post or display on or through the Services (“Your Content”). You retain ownership of all right, title, and interest in Your Content. However, during the course of your use of the Services you grant Stickam a license to use and distribute Your Content. More specifically, by posting, downloading, displaying, performing, transmitting, or otherwise distributing Your Content on or through the Services, you are granting Stickam, its, parent company, and their affiliates, assigns, employees, agents and licensees the nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and transferrable right and license to reproduce, display, distribute, adapt, prepare derivative works of, promote and perform Your Content in any medium and through any media channel for the purpose of (a) making Your Content available on the Services, (b) conducting Stickam’s internal business affairs, and (c) advertising, marketing and business development purposes.


2. In addition to the rights, licenses and privileges granted above, you agree that Stickam may use and refer to your trademarks, service marks, trade names, image, character, logos, domain names and other distinctive brand features or identification in marketing material, presentations, customer lists, website materials, and other media now known of hereafter discovered in connection with the marketing, advertising and promotion of the Services.

12. Grant of License to Stickam Services

1. As long as you are not in breach of any terms or conditions of this agreement, Stickam grants you a limited, revocable, nontransferable, non-assignable and non-exclusive right and license to access and use the Services as set forth in these Terms of Service and any applicable Additional Terms.


2. You may not (nor may your permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of any software (or any part thereof) made available to you by Stickam.

13. Grant of License to User Content

1. As long as you are not in breach of any terms or conditions of this agreement, Stickam grants you a limited, revocable, nontransferable, non-assignable and non-exclusive right and license to access User Content for your information and personal use solely as intended through the provided functionality of the Services, and subject to any additional terms, conditions and restrictions provided by the user. You may not copy or download any user content unless the Service you are accessing provides the means to download that content.

14. Stickam Coins and Virtual Goods

1. The Services may include games which utilize tokens called “Stickam Coins.” Stickam Coins are virtual property owned by Stickam. Only Stickam can sell Stickam Coins. When you purchase Stickam Coins from Stickam, you are purchasing a limited license to use virtual property owned by Stickam at a price set by Stickam and subject to change without notice to you. More specifically, when you purchase Stickam Coins, Stickam grants you a limited, personal, revocable, non-transferable, non-sublicenseable license to use the Stickam Coins in conjunction with the Services, subject to the terms of this Agreement.


2. The Services may also include virtual items (“Virtual Goods”) that you may acquire from Stickam in exchange for Stickam Coins. Virtual Goods can be traded and exchanged as provided by the functionality of the Services. However, only Stickam can sell Virtual Goods. When you acquire Virtual Goods from Stickam using Stickam Coins, you are acquiring a limited license to use virtual property owned by Stickam at a price set by Stickam and subject to change without notice to you. More specifically, when you acquire Virtual Goods using Stickam Coins, Stickam grants you a limited, personal, revocable, transferable, non-sublicenseable license to use the Virtual Goods in conjunction with the Services, subject to the terms of this Agreement.


3. Other than the rights granted in Sections 14(A) and 14(B) above, you have no right or title in or to the Stickam Coins you purchase or Virtual Goods you acquire.


4. STICKAM HAS THE ABSOLUTE RIGHT TO MANAGE, REGULATE, CONTROL, MODIFY AND/OR ELIMINATE STICKAM COINS AND/OR VIRTUAL GOODS AS IT SEES FIT IN ITS SOLE DISCRETION AND STICKAM SHALL HAVE NO LIABILITY TO YOU OR ANYONE FOR THE EXERCISE OF SUCH RIGHTS. STICKAM COINS AND VIRTUAL GOODS ARE SOLD AS IS WITH NO WARRANTIES. ALL SALES OF STICKAM COINS AND VIRTUAL GOODS ARE FINAL. NO REFUNDS WILL BE GIVEN EXCEPT IN OUR SOLE AND ABSOLUTE DISCRETION. STICKAM COINS AND VIRTUAL GOODS MAY NOT BE REDEEMED FOR MONETARY VALUE FROM STICKAM, AND THE TRANSFER OF STICKAM COINS AND VIRTUAL GOODS IS STRICTLY PROHIBITED EXCEPT AS PROVIDED BY THE FUNCTIONALITY OF THE SERVICES. ALL STICKAM COINS AND VIRTUAL GOODS HELD BY YOU SHALL BE FORFEITED IF YOUR USER ACCOUNT ASSOCIATED WITH THE STICKAM COINS AND VIRTUAL GOODS IS TERMINATED OR SUSPENDED FOR ANY REASON, IN STICKAM'S SOLE AND ABSOLUTE DISCRETION, OR IF STICKAM DISCONTINUES PROVIDING SERVICES UTILIZING STICKAM COINS AND VIRTUAL GOODS.

15. Stickam Trademarks

1. Stickam trademarks, logos, images, service marks, trade names and other distinctive branding features affixed or contained within the Services (“Stickam Marks”) are the trademarks of Stickam and may not be used without permission. Unless otherwise provided for in writing, Stickam does not grant you a license under any intellectual property rights to the Stickam Marks. Other trademarks, logos and trade names that may appear on or within the Services are the property of the respective owners.


2. You agree that you shall not remove, obscure, or alter Stickam Marks (including copyright and trade mark notices) which may be affixed to or contained within the Services.


3. Unless you have been expressly authorized to do so in writing by Stickam, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

16. Proprietary Rights in Content

1. Except as otherwise provided in Section 11 above, all content, including but not limited to text, software, music, sound, photographs, video, graphics, Java script code, and HTML code, presented to you on or through the Services, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You are only permitted to use this content as expressly authorized by these Terms of Service.


2. You may not copy, reproduce, distribute, or create derivative works from this content without the express written permission from Stickam or the respective owner(s). Content provided on or through the Services is provided to you AS IS for your information and personal use only and, except for as provided herein, may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent from Stickam or the respective owner(s). Stickam reserves all rights not expressly granted in and to the Services and content.

17. Restrictions on Posting Content

1. You are solely responsible for all of Your Content and all content posted under your account, including, without limitation, photographs, audio files, video files, and live streaming video, as well as any communication with other members via the instant message service and internal email service.


2. You may not post or transmit, whether publicly or privately, any material that:


1. Is false, misleading, deceptive, deceitful, or constitutes “bait and switch”;


2. Employs misleading email addresses or forged headers or otherwise manipulated identifiers in order to disguise the origin of the content posted;


3. Contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful programs;


4. Harasses, threatens, or abuses another person;


5. Is libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, indecent or otherwise objectionable;


6. Violates any applicable law restricting the export or import of data, software, or any other content, or encourages conduct that would constitute a criminal offense;


7. Gives rise to civil liability;


8. Advertises any illegal service or the sale of any items the sale of which is prohibited or restricted by any applicable law; or


9. Otherwise violates any applicable local, state, national or foreign law or regulation.

18. Prohibited Uses of the Services

1. You may not use the Services for activities that:


1. Violate any law, statute, ordinance or regulation;


2. Relate to sales of (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (d) items that promote hate, violence, racial intolerance, or the financial exploitation of a crime, (e) items that are considered obscene, (f) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (g) certain sexually oriented materials or services, or (h) ammunition, firearms, or certain firearm parts or accessories, or (i) ,certain weapons or knives regulated under applicable law;


3. Relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or certain multi-level marketing programs, (c) are associated with purchases of real property, annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f), are associated with the following Money Service Business activities: the sale of traveler’s checks or money orders, currency exchanges or check cashing, or (g) provide certain credit repair or debt settlement services;


4. Involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent;


5. Violate applicable laws or industry regulations regarding the sale of (a) tobacco products, or (b) prescription drugs and devices;


6. Involve gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes unless the operator has obtained prior approval from Stickam and the operator and customers are located exclusively in jurisdictions where such activities are permitted by law.


7. The Services are not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft, navigation or communication systems, air traffic control, and life support or weapons systems, and such use is strictly prohibited


2. You are also prohibited from violating or attempting to violate any security feature of the Services, including, without limitation,


1. Accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access;


2. Attempting to probe, scan, or test the vulnerability of the Services or to breach security or authentication measures without proper authorization;


3. Interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;”


4. Using the Services to send unsolicited email, including, without limitation, promotions, or advertisements for products or services;


5. Forging the TCP/IP packet header or any part of the header information in any email or in any posting using the Services;


6. Attempting to modify, reverse engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Stickam in providing the Services; or
7. Using the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any network or networks connected to the Services. Any violation of system or network security may subject you to civil and/or criminal liability.


3. No Commercial Use: Other than as permitted under the terms and conditions of this Agreement or other written agreements with Stickam, you may not resell, distribute, make any commercial use of, use on a timeshare or service bureau basis, or use to operate a website or otherwise generate income from the Services or use the Services for the development, production or marketing of a service or product substantially similar to the Services. You shall not use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the websites, Services, or any network or networks connected to the Services or security systems.

19. Compliance with Intellectual Property Laws

Your use of the Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. When using the Services:

1. You agree to obey the law and to respect the intellectual property rights of others;


2. You agree not to upload, download, display, perform, transmit, or otherwise distribute any Content in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights; and


3. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any infringement of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your user name.

20. Alleged Violations

To ensure that Stickam provides a high quality experience for you and for other users of the Services, you agree that Stickam may access your account(s) and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Services. Stickam does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Stickam reserves the right to terminate your account(s) and/or your access to the Services, and to delete all of Your Content posted therein, with or without notice to you, and without liability to you, if Stickam believes that you have violated any of these Terms of Service, furnished Stickam with false or misleading information, or interfered with the use of the Services.

21. No Duty to Monitor Content

Stickam, in its sole discretion shall have the right (but not the duty) to monitor the user generated content posted on or through the Services including, without limitation, the content of any communication that occurs on or through the instant message service and the internal email service, whether or not Stickam is the intended recipient of the message or email. Stickam reserves the right to remove content that, in its sole judgment, does not meet its standards or does not comply with this Agreement, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of others, but Stickam is not responsible for any failure or delay in removing such content.

22. Reporting Certain Abuse to Law Enforcement

The Services are intended for use by a general audience including children as young as 14 years of age. Sexually explicit content is strictly prohibited. The traffic data and personal information of users who Post sexually explicit material may be reported to law enforcement authorities for prosecution under applicable criminal laws as follows:

1. Child Pornography. Stickam fully complies with the Congressional mandate of 42 U.S.C. § 13032, which requires us to report to the National Center for Missing and Exploited Children, the facts and circumstances relating to sexually explicit content and other criminal offenses involving children under the age of 18 which appears on the Services. This includes, but is not limited to, the posting of sexually explicit material, (including without limitation, photos, videos, and live Webcasts) depicting children under the age of 18.


2. Other types of abuse. Violations of these Terms of Service that may compromise the safety of our members, and which do not fall within the Congressional mandate of 42 U.S.C. § 13032 may be reported to local, national, or international law enforcement agencies in cooperation with the Virtual Global Taskforce.

23. Parental Control Protections

While Stickam has established rules keeping children under the age of 14 from registering for the Services, it is easy for children to lie about their age and thus gain access to content which may be inappropriate and unintended for them. It is up to parents to properly supervise their children’s on-line activities. Certain parental control protections are commercially available which can assist parents in supervising their children’s on-line activities such as computer hardware, software, and filtering services which can be used to block a child’s access to on-line services such as those offered by Stickam. You can find tools that will assist you in supervising your children’s on-line activities by clicking here.

24. Copyright Infringement

Stickam has in place certain legally mandated procedures regarding allegations of copyright infringement. Stickam has adopted a policy that provides for the immediate suspension and/or termination of any user who is found to have infringed on the rights of Stickam, or of a third party, or otherwise violated any intellectual property laws or regulations. Stickam’s policy is to investigate any allegations brought to its attention. If you have any evidence, know, or have a good-faith belief that your rights have been violated and you want Stickam to delete, edit, or disable the material in question, you must provide us with the following information:

1. The physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;


2. Identification of the copyrighted work claimed to have been infringed;


3. Identification of the material that is claimed to be infringing and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material such as the URL or other specific location;
4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, or e-mail address;


5. A statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and


6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

For this notification to be effective, you must provide it to Stickam’s designated Agent for Notice of Claimed Infringement. Stickam’s agent designated to receive notice of claims of copyright or other intellectual property infringement can be contacted as follows:

By mail to:

Copyright Agent
Stickam Worldwide, Inc.
c/o Law Offices of Gary Berzner
1875 Century Park East, Suite 600
Los Angeles, California 90067

Or by email to:

copyright@stickam.com

If you have been notified by Stickam that Your Content has been removed (or access to it was disabled) in response to a notification of infringement, and you believe that Your Content is not infringing, or that you are using Your Content in a manner authorized by the copyright owner, the copyright owner's agent, or pursuant to the law, you may send a counter-notice containing the following information to the Copyright Agent:

1. Your physical or electronic signature;


2. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;


3. A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and


4. Your name, address, telephone number, and e-mail address.

If a counter-notice is received by the Copyright Agent, Stickam may send a copy of the counter-notice to the original complaining party informing that person that Stickam may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against you or Stickam, the removed content may be replaced, or access to it restored, within a commercially reasonable time.

25. DISCLAIMER RELATED TO TRANSACTIONS BETWEEN USERS

STICKAM IS NOT A PARTY TO THE TRANSACTIONS BETWEEN USERS OF THE SERVICES WITH RESPECT TO THE SALE/PURCHASE OF TICKETS TO ON-LINE EVENTS OR SUBSCRIPTIONS TO RECORDED CONTENT, NOR IS STICKAM ACTING AS AN AGENT OF SALE. STICKAM DISCLAIMS ANY RESPONSIBILITY FOR OR LIABILITY RELATED TO SUCH SALES/PURCHASES. ANY QUESTIONS, COMPLAINTS OR CLAIMS RELATED TO THE SALE/PURCHASE OF TICKETS TO ON-LINE EVENTS OR SUBSCRIPTIONS TO RECORDED CONTENT SHOULD BE DIRECTED TO THE APPROPRIATE USER.

26. USER DISPUTES AND RELEASE

1. YOU ARE SOLELY RESPONSIBLE FOR ANY DISPUTES BETWEEN YOU AND OTHER USERS OF THE SERVICES INCLUDING WITHOUT LIMITATION, DISPUTES CONCERNING TRANSACTIONS WITH OTHER USERS. STICKAM RESERVES THE RIGHT, BUT HAS NO OBLIGATION TO MONITOR OR RESOLVE DISPUTES BETWEEN USERS OF THE SERVICES.


2. YOU WILL NOT HOLD STICKAM RESPONSIBLE FOR OTHER USERS' CONTENT, ACTIONS OR INACTIONS. YOU ACKNOWLEDGE THAT STICKAM IS AN INTERACTIVE ONLINE SERVICE PROVIDER, PROVIDING THE SERVICES TO ITS USERS FOR THE PURPOSE OF COMMUNICATING WITH OTHER USERS AND PUBLISHING USER CONTENT. STICKAM HAS NO CONTROL OVER USER CONTENT AND DOES NOT GUARANTY THE QUALITY, SAFETY OR LEGALITY OF USER CONTENT ADVERTISED, OR THE TRUTH OR ACCURACY OF USER CONTENT.


3. IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU RELEASE STICKAM, ITS PARENT COMPANY, AND THEIR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

27. Advertisers, Other Businesses, and Links to Other Sites

The Services may provide links redirecting you to the websites of third-party merchants, and other parties. These links are provided solely as a convenience to you, and do not constitute an endorsement by Stickam of the content of such third-party sites nor of the business practices of such other businesses, entities or individuals. Stickam is not responsible for examining or evaluating, and does not warrant or claim responsibility for in any way, the products, services, offerings or business practices of any of these businesses, entities or individuals or the content of their websites. You should carefully review their privacy statements and other conditions of use.

28. User Data and Information

We collect certain information from you such as your email address, age, gender and geographical location which we share with other users that you choose to interact with. This information is shared with the creator of any third-party social network on Stickam which you join when you register with that social network. It is also provided to the provider of content you purchase or subscribe to (for example, when you purchase tickets to live-streaming events or monthly subscriptions to premium content). If you do not wish to share this information with other users, you should not register with third-party social networks on Stickam and you should not purchase or subscribe to premium content provided by third-parties. For more information concerning how we collect and share user data and information, please see our Privacy Policy.

29. Privacy Policy

Stickam’s data collection practices are provided in our Privacy Policy accessible at http://stickam.com/about/privacy.do.

30. DISCLAIMER OF WARRANTIES

STICKAM CANNOT GUARANTEE CONTINUOUS OR SECURE ACCESS TO THE SERVICES WHICH MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. ACCORDINGLY, TO THE EXTENT LEGALLY PERMITTED, STICKAM HEREBY DISCLAIMS ALL WARRANTIES. STICKAM IS MAKING THE SERVICES AVAILABLE "AS IS," “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, STICKAM, ITS PARENT COMPANY, AND THEIR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SERVICES. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL. STICKAM DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED.

31. LIMITED LIABILITY

1. STICKAM’S LIABILITY TO YOU IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL STICKAM, ITS SUBSIDIARIES AND THEIR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SERVICES OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION.


2. NOTWITHSTANDING THE FOREGOING, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF (A) THE TOTAL FEES YOU PAID TO US IN THE SIX (6) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, AND (B) $100.


3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

32. INDEMNITY

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS. STICKAM, ITS PARENT COMPANY, AND THEIR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, FROM ANY LOSS, LIABILITY, CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES MADE BY ANY THIRD PARTY WITH RESPECT TO ANY TRANSACTION(S) YOU ARE INVOLVED IN WITH OTHER USERS OF THE SERVICES; DUE TO OR ARISING FROM YOUR ACCESS TO OR USE OF THE SERVICES, YOUR VIOLATION OF THESE TERMS OF SERVICE, YOUR BREACH OF ANY OF THE REPRESENTATIONS AND WARRANTIES HEREIN; OR YOUR INFRINGEMENT BY YOU OR ANY OTHER USER OF YOUR ACCOUNT OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY.

33. Dispute Resolution and Governing Law.

1. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and Stickam agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. Stickam will send its notice to the email address you have provided to us. You will send your notice to Stickam Worldwide, Inc., 444 S. Flower Street, Suite 3000, Los Angeles, California 90071, ATTN: Legal Department.


2. Binding Arbitration. If you and Stickam are unable to resolve a Dispute through informal negotiations, either you or Stickam may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, Stickam will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and Stickam may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.


3. Restrictions. You and Stickam agree that any arbitration shall be limited to the Dispute between Stickam and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.


4. Exceptions to Informal Negotiations and Arbitration. You and Stickam agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of any of your or Stickam’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.


5. Location. If you are a resident of the United States, any arbitration will take place at any reasonable location within the United States convenient for you. For residents outside the United States, any arbitration shall be initiated in the County of Los Angeles, State of California, United States of America. Any Dispute not subject to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, shall be decided by a court of competent jurisdiction within the County of Los Angeles, State of California, United States of America, and you and Stickam agree to submit to the personal jurisdiction of that court.


6. Governing Law. The services are controlled and operated by Stickam from its offices in the United States of America, State of California. Stickam makes no representation that the services are available or appropriate for use in other locations. Your use of or access to the services should not be construed as Stickam purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than California. Except as expressly provided otherwise, this Agreement shall be governed by, and will be construed under, the Laws of the United States of America and the law of the State of California, without regard to choice of law principles. Those who choose to access the Services from locations outside of the United States, do so on their own initiative contrary to the terms of this Agreement, and are responsible for compliance with local laws if and to the extent local laws are applicable.


7. Severability. You and Stickam agree that if any portion of Section 33 is found illegal or unenforceable (except any portion of Section 33(d)), that portion shall be severed and the remainder of the Section shall be given full force and effect. If Section 33(d) is found to be illegal or unenforceable then neither you nor Stickam will elect to arbitrate any Dispute falling within that portion of Section 33(d) found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the County of Los Angeles, State of California, United States of America, and you and Stickam agree to submit to the personal jurisdiction of that court.

34. No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

35. No Third Party Beneficiaries

This Agreement is not intended to be for the benefit of any third Party, is not enforceable by any third Party, and will not confer on any third Party any remedy, claim, right of action or other right.

36. Modifications to Services

Stickam may, in its sole discretion and without prior notice modify the Services, and discontinue the Services at any time.

37. Assignment

You may not delegate your duties or assign your rights under this Agreement. However, you may assign this Agreement as part of a corporate reorganization, consolidation, merger or sale of substantially all of its assets. Stickam may assign any of its rights and obligations under this agreement without consent, including in connection with a corporate reorganization, consolidation, merger or sale of substantially all of its assets. This Agreement will bind and inure to the benefit of each successor and permitted assigns.

38. Other

Unless indicated otherwise, all contents are: copyright © Stickam Worldwide, Inc., 444 S. Flower Street, Suite 3000, Los Angeles, California 90071. Nothing contained herein should be understood as granting you a license to use any of the trademarks, servicemarks, or logos owned by Stickam or by any other third party. The Terms of Service constitutes the entire agreement between you and Stickam and governs your use of the Services, superseding any prior agreements (whether written or oral) between you and Stickam regarding the subject matter herein. Inaction or failure by Stickam to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be held void, invalid or inoperative by a court of law or judicial authorities, no other provision of this Agreement shall be affected as a result thereof, and accordingly, the remaining provisions of this Agreement shall remain in full force and effect as though such void, invalid or inoperative provision had not been contained herein. The section headings in this Agreement are solely for convenience and have no legal or contractual significance.

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE AND AGREE THAT MY USE OF THE SERVICES IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This Agreement was last modified July 26, 2010