Last Updated: May 20, 2016
Internet Key Inc., a New Jersey limited liability company (the "Company"), welcomes you to www.XXXHeaven.com (the "Website"), an adult entertainment website. It is important to
the Company that you and other visitors have the best possible experience while using the Website, and that, when you use the Website, you understand
your legal rights and obligations. Please read this terms-of-service agreement, which govern your use of the Website, including any content,
functionality, and services offered on or through the Website. Your access to the Website is on the condition that you agree to this agreement. Please
pay special attention to the following: (1) disclaimer of warranties (section 14); (2) limit on liability and exclusion of damages (sections 15 and 16);
(3) place for resolving disputes (section 19.2); (4)mandatory mediation and arbitration (sections 20.3 and 20.4); (5)class action waiver (section 20.8); and (6) limitation on time to file disputes (section 20.9). By accessing the Website, including purchasing a
Section 230(d) Notice:
In accordance with 47 U.S.C. § 230(d), you are notified that parental control
protections (including computer hardware, software, or filtering services) are commercially available that may help in limiting access to material that
is harmful to minors. You may find information about providers of these protections on the Internet by searching "parental control protection" or
Only adults (1) who are at least 18-years old and (2) who have reached the age of majority where they live may access the Website. The Company forbids
all persons who do not meet these age requirements from accessing the Website. If minors have access to your computer, please restrain their access to
sexually explicit material by using any of the following products, which the Company provides for informational purposes only and does not endorse:CYBERsitter™ | Net Nanny® | CyberPatrol | ASACP.
Notice of Explicit Content:
The Website contains content that you may find offensive, indecent, or objectionable, including heterosexual, bisexual, homosexual, and transsexual
situations of a sexual nature. This content may or may not be identified as having attributes that you may find offensive. You acknowledge that you use
the Website at your own risk, and the Company has no liability to you for any videos or other digital content you view. Video categories, tags, types,
genres, and descriptions are provided for convenience, and the Company does not guarantee their accuracy.
Child Pornography Prohibited:
The Company prohibits pornographic content involving minors. The Company only allows visual media of consenting adults for consenting adults on the
Website. If you see any visual media, real or simulated, depicting minors engaged in sexual activity within the Website, please report this to the
Company promptly at abuse@XXXHeaven.com. Please include with your report all appropriate evidence, including the
date and time of identification. The Company will promptly investigate all reports and take appropriate action. The Company fully cooperates with any
law-enforcement agency investigating child pornography.
1.1 The Website allows you to purchase access to digital content, including videos for streaming and download. In certain circumstances, some videos may be
available for streaming only or for downloading only. To view the videos, you will need a personal computer, tablet, phone, or other device that meets the
Website's system and compatibility requirements. When streaming, the resolution and quality of the video you receive will depend on a number of factors,
including your Internet bandwidth, which may fluctuate while a video is being streamed.
Your membership will automatically renew under this agreement. Your membership will continue for the length of the initial term you select and at
the end of your prepaid membership, it will
automatically renew for additional prepaid periods of the same length unless you cancel before that renewal.
To cancel your membership, contact the payment processor you signed up through. If you do not cancel, your payment method will automatically be
charged at the rate in effect at the time you originally signed up.
1.2 This agreement applies to all users of the Website, whether you are a "visitor" or a "registered user." By purchasing a membership or by accessing any
. If you breach any part of this
agreement, the Company may revoke your license to access the Website, block your access, or cancel your membership.
The Company may change this agreement on one or more occasions by updating this page. The top of this page will tell you when the Company last
updated this agreement. Changes will take effect on the "last updated" date stated on the top of this page. Changes will not operate retroactively.
The Company will try to notify you when it changes this agreement if it can do so in a reasonable manner. But you should frequently check this page
to make sure that you are operating under the most current version of this agreement. The Company will consider your continued use of the Website
after it posts the changes as your acceptance of the changes even if you do not read them. If you do not agree to the changes, your sole remedy is
to stop accessing the Website.
1.4 If you have any questions about this agreement or any questions or comments about the Website, please email the Company at support@XXXHeaven.com
2. Eligibility Requirements
2.1 The Website contains uncensored sexually explicit material unsuitable for minors. Only adults (1) who are at least 18-years old and (2) who have
reached the age of majority where they live may access the Website.If you do not meet these age requirements, you must not access the Website and must leave now
2.2 By accessing the Website, you state that the following facts are accurate:
(a) You are at least 18-years old, have reached the age of majority where you live, and you have the legal capacity to enter into this agreement;
(b) All information you provided to the Company is accurate and you will promptly update this information when necessary to make sure that it remains
(c) You own (or have permission to use) the credit card you pay with and authorize the Company (or its authorized payment processing agent) to charge the
credit card according to the membership you choose;
(d) You are aware of the adult nature of the content available on the Website and that you are not offended by content of this nature, including content
depicting men or women in various sexual situations;
(e) You are familiar with your community's laws affecting your right to access adult oriented materials, including sexually explicit material depicting
bondage, S/M, and other fetish activities;
(f) You have the legal right to access adult oriented materials-including sexually explicit material depicting bondage, S/M, and other fetish
activities-and the Company has legal right to transmit them to you;
(g) You are voluntarily requesting adult oriented materials for your own private enjoyment;
(h) You will notshare these materials with a minor or otherwise make them available to a minor; and
(i) By logging on, you will have released and discharged the providers, owners, and creators of the Website from all liability that might arise.
3. Intellectual Property Rights
3.1 Ownership of Website
The Website and its entire contents, features, and functionality (including all information, software, text, displays, images, video, audio, and
audiovisual combinations, and the design, selection, and arrangement of it) are owned by the Company, its licensors, or other providers of the material and
are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
The Company name, logo, and domain names are the trademarks of the Company, and must not be copied, imitated, or used, in whole or in part, without the
Company's advance written permission. In addition, all page headers, custom graphics, button icons, and scripts are the Company's service marks,
trademarks, and trade dress, and must not be copied, imitated, or use, in whole or in part, without the Company's advance written permission.
3.3 License Grant
The Company hereby grants you a nonexclusive, nonsublicensable, nontransferable license to access the Website and its content for your personal and
noncommercial use in accordance with this agreement. "Access
" means visit the Website, use its services, and view or download its
" includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations,
interactive features, and other materials found on the Website. "Personal and noncommercial use
" means a presentation of the
content for which no fee or consideration is charged or received, which takes place in your private residence or, if outside your residence, is limited to
a private viewing by you. Personal and noncommercial use excludes any public or private event presentation even if no fee is charged.
3.4 License Restrictions
(a) The license granted in section 3.3 does not include any of the following:
(i) resale or commercial use of the Website;
(ii) distribution, public performance, or public display of the Website or the content;
(iii) changing or otherwise making any derivative uses of the Website and the content, or any part of the Website or the content, unless the Company
specifically authorizes change or derivative use in a separate written agreement with you;
(iv) use of any data mining, robots, or similar gathering or extraction methods;
(v) downloading (other than webpage caching) any part of the Website or the content except as permitted on the Website; or
(vi) any other use of the Website or the content other than for its intended purpose.
(b) Your license to access the Website does not transfer ownership of or title to a copy of any content that you view or download, and the Company only
authorizes you to use your copy in accordance with this agreement. If you download a copy of the content for your personal use, you must retain all
copyright and other proprietary notices embedded in the content. Any use of the Website or the content except as authorized by this agreement will
terminate the license granted here. Unauthorized use of the Website or the content may also violate intellectual property laws or other laws. Unless stated
here, nothing in this agreement should be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or
otherwise. The Company may revoke this license at any time.
4. Your Membership
4.1 Membership Creation
To fully access the Website, you must purchase a membership. To purchase a membership, you must complete the registration process by providing the Company
with accurate information as prompted by the registration form and pay the applicable membership fee. You also will choose a password and a username.
4.2 Responsibility for Membership
You are responsible for maintaining the confidentiality of your password and membership. Further, you are responsible for all activities that occur under
your membership. You will promptly notify the Company of any unauthorized use of your membership or any other breach of security.
4.3 Liability for Membership Misuse
The Company will not be liable for any loss that you may incur as a result of someone else using your password or membership, either with or without your
knowledge. You could be held liable for losses incurred by the Company or another party due to someone else using your membership or password.
4.4 Use of Other Memberships
You will not use anyone else's membership at any time.
4.5 Membership Security
The Company cares about the integrity and security of your personal information. But the Company cannot guarantee that unauthorized third parties will
never be able to defeat the Website's security measures or use any personal information you provide to the Company for improper purposes. You acknowledge
that you provide your personal information at your own risk.
4.6 Communication Preferences
By purchasing a membership, you consent to receiving electronic communications from the Company relating to your membership. These communications may
involve sending emails to your email address provided during registration or posting communications on the Website and will include notices about your
membership (e.g., payment authorizations, change in password or payment method, confirmation emails, and other transactional information) and are part of
your relationship with the Company. You acknowledge that any notices, agreements, disclosures, or other communications that the Company sends to you
electronically will satisfy any legal communication requirements, including that these communications be in writing. The Company recommends that you keep
copies of electronic communications by printing a paper copy or saving an electronic copy. You also consent to receiving certain other communications from
the Company, including newsletters about new features and content, special offers, promotional announcements, and customer surveys via email or other
methods. You acknowledge that communications you receive from the Company may contain sexually explicit material unsuitable for minors. If you no longer
5. Membership Fees
You must pay the applicable membership fee in advance by credit card or debit card. You must make all payments in U.S. dollars. The membership fee excludes
any taxes or currency transmission charges, which are extra costs charged to you.
You hereby authorize the Company or its payment processor to request and receive updated credit card information from your credit card issuer on one or
5.2 Recurring Billing
By starting your membership and providing or designating a payment method, you hereby authorize the Company or its payment processor to charge you
a membership fee at the rate in effect when you originally signed up, and any other charges you may incur in connection with your use of the
Your membership will continue for the length of the initial term you select and, at the end of your prepaid initial term, it will automatically
renew for additional prepaid periods of the same length. You must cancel your membership before it renews to avoid billing of the next term's
membership fees to your payment method.
Your account will automatically be charged at the rates in effect at the time you originally signed up. The Company may, at its option, process
your renewal monthly instead of your chosen membership term.
5.3 Trial Period-Fee Conversion
(a) The Company may allow you to buy a trial membership to the Website for a limited trial period for a reduced fee. For example, the Company might give
you limited access to the Website for two days for a few dollars. You may cancel before the end of the trial period.
If you sign up for a trial period at a reduced rate, the Company will automatically convert you to a monthly membership at the monthly membership fee
identified at sign up unless you cancel your trial membership before the end of the trial period through the payment processor you signed up through
. Credit card users may be subject to a preauthorization. The preauthorization is not a charge to the credit card, but the applicably monthly membership
charge may be reserved against your available credit card limit. The Company is not responsible to you for bank charges, fees, or penalties because of
overdrawn or delinquent accounts. Please contact your credit card issuer for details. Prepaid gift and debit cards that cannot be preauthorized for the
full applicable monthly rate may be charged incrementally. This means that multiple charges for less than the full applicable monthly rate may occur within
the same monthly billing cycle, but the aggregate of these incremental charges will not exceed the full applicable monthly rate.
You will not receive a notice from the Company that your trial period has ended or that your monthly membership has begun. The Company will
continue to bill your payment method monthly for your membership fee until you cancel.
5.4 Price Changes
The Company may adjust pricing for its service or any components of it in any way and at any time as it may determine in its sole discretion. Any price
changes will not affect your current membership unless the Company gives you 30-days advance email notice to you.
5.5 Billing Cycle
The membership fee will be billed at the beginning of the initial term of your membership and each term afterwards until you cancel your membership. The
Company automatically bills your payment method each term on the calendar day corresponding to the start of your paying membership. Membership fees are
fully earned on payment.
5.6 Billing Disputes
If you believe that the Company has charged you in error, you must notify the Company in writing no later than 30 days after you receive the billing
statement in which the error first appeared. If you fail to notify the Company in writing of a dispute within this 30-day deadline, you waive any disputed charges
. You must submit any
billing disputes in writing to support@XXXHeaven.com
and include a detailed statement describing the nature and
amount of the disputed charges. The Company will correct any mistakes in a bill and add or credit them against your future payments.
You are liable to the Company for any credit card chargebacks or related fees that the Company incurs on your account. If you fail to pay the Company for
any credit card chargeback or related fees no later than 30 days after its initial demand for payment, you will pay the Company $100 in additional
liquidated damages, plus any costs the Company incurs for each chargeback or related fee.
Payments are nonrefundable and there are no refunds or credits for partially used periods.
But the Company may approve a refund in the form of a credit on request if exceptional circumstances exist. The amount and form of a refund, and the
decision to provide it, is at the Company's sole discretion. The provision of a refund in one instance does not entitle you to a refund in the future
for similar instances; nor does it obligate the Company to provide refunds in the future, under any circumstance.
You may cancel your membership at any time, and you will continue to have access to the Website through the end of your billing cycle. The Company does
not provide refunds or credits for any partial-month membership periods. To cancel, please contact the payment processor that you signed up through.
6. User Conduct
6.1 You are solely responsible for all acts and omissions that occur because of your use of the Website. As a condition of your access of the Website
and your continued access of the Website, you must:
(a) Comply with all laws and regulations of any governmental body that apply to your access to the Website and its content, including laws relating to the
Internet, data, email, privacy, or the sending of technical data exported from the United States or the country where you live;
(b) Not use the Website for any unlawful purpose or in any way that is prohibited by this agreement or that exposes the Company to civil or criminal
liability, including soliciting or promoting prostitution;
(c) Not use the Website to infringe on the intellectual-property rights of another person, including to make, obtain, post, or otherwise access illegal or
infringing copies of copyrighted content;
(d) Not use the Website to submit, publish, display, disseminate, or otherwise communicate any defamatory, libelous, inaccurate, abusive, harmful,
threatening, obscene, offensive, hateful, discriminatory, infringing, or illegal material to any other user of the Website or to any other person;
(e) Not use the Website to exploit or harm or to try to exploit or harm minors by exposing them to inappropriate content, asking for personal information,
(f) Not use the Website to harass, stalk, or otherwise invade the privacy of another person (including the dissemination of personal information);
(g) Not use the Website to promote the physical harm or injury of any individual or group, or promote any act of cruelty to animals;
(h) Not use the Website to engage in false or deceptive advertising or trade practices;
(i) Not use or try to use any other user's membership on the Website;
(j) Not impersonate another person during your use of the Website, including registering or trying to register another person for a membership;
(k) Not use any automated means-including robots, spiders, crawlers, or data mining tools-to download, monitor, or use data or content from the Website or
otherwise access any content on the Website through any technology or means other than those provided or authorized by the Website;
(l) Not attack the Website via a denial-of-service attack (DoS) or a distributed denial-of-service attack (DDoS);
(m) Not use the Website to collect email addresses for sending unsolicited messages;
(n) Not collect or harvest any personally identifiable information, including usernames, from the Website;
(o) Not take any action that imposes, or may impose, an unreasonable or disproportionately large load on the Company's technology infrastructure or
otherwise make excessive demands on it;
(p) Not forge headers or otherwise manipulate identifiers to disguise the origin of any information you send;
(q) Not disable, circumvent, or otherwise interfere with security related features of the Website, features that prevent or restrict use or copying of
content, or features that enforce limits on the use of the Website or the content on it, including any digital rights management (DRM) functionality;
(r) Not remove any proprietary notices or labels-including copyright, patent, service mark, or trademark notices-on the content;
(s) Not try to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Website;
(t) Not post, link to, or otherwise make available on the Website any content that contains software viruses or any computer code, file, or program
designed to interrupt, destroy, limit, or monitor the functionality of any software, hardware, or telecommunications equipment;
(u) Not send, create, or reply to so-called "mail bombs" (that is, emailing copies of a single message to many users, or sending large or multiple files or
messages to a single user with malicious intent); engage in "spamming" (that is, unsolicited emailing for business or other purposes); or undertake any
other activity that may adversely affect the operation or enjoyment of the Website by another person;
(v) Not copy, distribute, or disclose any part of the Website in any medium, including by any automated or non-automated "scraping;"
(w) Not reproduce, sell, resell, or otherwise commercially exploit or make available the Website or its content to any other person;
(x) Not "frame" or "mirror" the Website; or
(y) Not reverse engineer any part of the Website.
6.2 The Company may change, limit, or cancel your access if you fail to comply with section 6.1. Unauthorized use of the Website or the content may also
violate various laws, including copyright and trademark laws, the laws of privacy and publicity, and communications regulations and statutes. The Company
will take appropriate action against you for any unauthorized use of the Website or the content, including civil, criminal, injunctive relief, and
termination of your access or registration.
The Website may contain links to third-party websites or resources, including embedded or third-party feeds from webcam sites
acknowledge that the Company is not responsible or liable for: (1) the availability or accuracy of those websites or resources; or (2) the content,
products, or services on or available from those websites or resources. Links to third-party websites or resources do not imply any endorsement by the
Company of those websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or
8. Third-Party Content
Through the Website, you may have the ability to access or use content provided by third parties, including embedded or third-party feeds from webcam sites
. The Company cannot guarantee that third-party content will be free of material
you may find objectionable or otherwise. The Company will not be liable to you for your access or use of any third-party content.
transfer of this information to the United States or other countries for storage, processing, and use by the Company.
10.1 Termination on Notice
Either party may terminate this agreement at any time by notifying the other party.
10.2 Termination by the Company
The Company may terminate or suspend your access to the Website (or any part of it) immediately, without notice or liability, for any reason, including if
it determines that you have breached this agreement or that your conduct would tend to damage the Company's reputation and goodwill. If the Company
terminates your access, the Company may block your email address and IP address to prevent further access.
10.3 Effect of Termination
On termination, you will continue to have access to the Website through the end of your billing cycle, except that if the Company terminates for breach of
this agreement, your right to access the Website and all licenses granted by the Company will terminate immediately.
You are solely responsible for making sure that your recurring billing is cancelled. To cancel your recurring billing, please contact the payment
processor you signed up through.
Termination of your access to the Website will not relieve you of any obligations arising or accruing before termination or limit any liability that you
otherwise may have to the Company or any third party.
10.4 Survival of Provisions
This agreement's provisions that by their nature should survive termination will survive termination, including ownership provisions, loss payment (aka
indemnification), disclaimers, exclusions, and limitations of liability.
11. Reliance on Information Posted
11.1 The Company makes the information presented on or through the Website available for general information purposes only. The Company is not making any
warranty about the accuracy or usefulness of this information. Any reliance you place on this information is strictly at your own risk. The Company will
not be liable for any reliance placed on these materials by you or any other visitor to the Website, or by anyone who may be informed of any of its
11.2 The Website includes content provided by third parties, including materials provided by other users, third-party licensors, syndicators, or
aggregators. All statements or opinions expressed in these materials, and all responses to questions and other content, other than the content provided by
the Company, are solely the opinions and the responsibility of the person providing these materials. These materials do not reflect the opinion of the
Company. The Company will not be liable to you or any other person for the content or accuracy of any materials provided by any third parties.
12. Changes to the Website; Availability
12.1 Although the Company may update the content on the Website on one or more occasions, the content is not necessarily complete or up-to-date. Any of the
material on the Website may be out of date at any given time, and the Company is not required to update that material. If you believe you have found errors
or omissions on the Website, you can bring them to the Company's attention by email at support@XXXHeaven.com
12.2 While the Company will try to make sure that the Website is always available, it does not guarantee continuous, uninterrupted, or secure access to the
Website. Many factors or circumstances outside of the Company's control may interfere with or adversely affect its operation of the Website.
13. Compliance with Law
The Company is located in the state of New Jersey in the United States. The Company is not making any statement that the Website or any of its content is
accessible or appropriate outside of the United States. Access to the Website might not be legal by certain persons or in certain countries. If you access
the Website from outside the United States, you do so on your own initiative and are responsible for complying with all local laws.
14.1 You acknowledge that the Company cannot and does not state that files available for downloading from the Internet or the Website will be free of
viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements
for antivirus protection and accuracy of data input and output, and for keeping a means external to the Website for any reconstruction of any lost
data. The Company will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful
material that might infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Website or any
services or items obtained through the Website or to your downloading of any material posted on it, or on any website linked to it.
14.2 Your use of the Website, its content, and any services or items obtained through the Website is at your own risk.
The Company provides the Website, its content, and any services or items obtained through the Website "as is," "with all faults," and "as
available," without making any warranty, either express or implied.
The Company is not making any warranty (1) that the Website, its content, or any services or items obtained through the Website will be accurate,
reliable, error-free, or uninterrupted; (2) that defects will be corrected; (3) that the Website or the servers that makes it available are free of
viruses or other harmful components; or (4) that the Website or any services or items obtained through the Website will otherwise meet your needs or
The Company is not making any warranty, whether express, implied, statutory, or otherwise, including any warranty of merchantability, title,
noninfringement, privacy, security, or fitness for particular purpose.
15. Limit on Liability; Release
15.1 The Company will not be liable to you for any of the following:
(a) Errors, mistakes, or inaccuracies of content;
(b) Personal injury or property damage resulting from your access to and use of the Website;
Content or conduct that is infringing, inaccurate, obscene, indecent, offensive, threatening, harassing, defamatory, libelous, abusive, invasive of
privacy, or illegal;
Unauthorized access to or use of the Company's or its payment processors' servers and any personal or financial information stored in them, including
unauthorized access or changes to your membership, transmissions, or data;
(e) Interruption or cessation of transmission to or from the Website;
Bugs, viruses, Trojan horses, malware, ransomware, or other disabling code that may be transmitted to or through the Website by any person or that
might infect your computer or affect your access to or use of the Website, your other services, hardware, or software;
(g) Incompatibility between the Website and your other services, hardware, or software;
(h) Delays or failures you might experience in starting, conducting, or completing any transmissions to or transactions with the Website; or
(i) Loss or damage incurred because of the use of any content posted, emailed, sent, or otherwise made available through the Website.
You hereby release the Company from all liability arising out of the conduct of other users or third parties, including acts or omissions by the
payment processor you signed up through and disputes between you and one or more other users or third parties.
16. Exclusion of Damages; Exclusive Remedy
Unless caused by the Company's gross negligence or its intentional misconduct, the Company will not be liable to you for any direct, indirect,
special (including so-called consequential damages), statutory, punitive, or exemplary damages arising out of or relating to your access or your
inability to access the Website or the content.
This exclusion applies regardless of theory of liability and even if you told the Company about the possibility of these damages or the Company knew or
should have known about the possibility of these damages.
The Company also will not be liable to you for any damages for (1) personal injury, (2) pain and suffering, (3) emotional distress, (4) loss of
revenue, (5) loss of profits, (6) loss of business or anticipated savings, (7) loss of use, (8) loss of goodwill, (9) loss of data, (10) loss of
privacy, or (11) computer failure related to your access of or your inability to access the Website or the content.
This exclusion applies regardless of theory of liability and even if you told the Company about the possibility of these damages or the Company knew or
should have known about the possibility of these damages.
16.3 If you are dissatisfied with the Website or have any other complaint, your exclusive remedy is to stop using the Website. The Company's maximum
liability to you for any claim will not exceed $100.
17. Scope of Disclaimers, Exclusions, and Limits
The disclaimers, exclusions, and limits stated in sections 14, 15, and 16 apply to the greatest extent allowed by law, but no more. The Company does not
intend to deprive you of any mandatory protections provided to you by law. Because some jurisdictions may prohibit the disclaimer of some warranties, the
exclusion of some damages, or other matters, one or more of the disclaimers, exclusions, or limits will not apply to you.
18. Loss Payment (aka Indemnification)
18.1 In General
You will pay the Company for any loss of ours that is caused by any of the following:
(a) your access of the Website;
(b) your conduct on the Website;
(c) your breach of this agreement;
(d) your actual or alleged violation of rights of another person, including intellectual property and privacy rights;
(e) your actual or alleged violation of law;
(f) your actual or alleged fraudulent or deceptive conduct;
(g) your actual or alleged negligent or intentional conduct; or
(h) your actual or alleged criminal conduct.
But you are not required to pay if the loss was caused by the Company's intentional misconduct.
" means an amount that the Company is legally responsible for or pay in any form. Amounts include, for example, a
judgment, a settlement, a fine, damages, injunctive relief, staff compensation, a decrease in property value, and expenses for defending against a claim
for a loss (including fees for legal counsel, expert witnesses, and other advisers). A loss can be tangible or intangible; can arise from bodily injury,
property damage, or other causes; can be based on tort, breach of contract, or any other theory of recovery; and includes incidental, direct, and
(b) A loss is "caused by
an event if the loss would not have happened without the event, even if the
event is not a proximate cause of the loss.
18.3 The Company's Duty to Notify You
If the Company has your contact information, the Company will notify you before the 30th day after the Company knows or should reasonably have known of a
claim for a loss that you might be compelled to pay. But the Company's failure to give you timely notice does not end your obligation, except if that
failure prejudices your ability to mitigate losses.
18.4 Legal Defense of a Claim
The Company has control over defending a claim for a loss (including settling it), unless the Company directs you to control the defense. If the Company
directs you to control the defense, you will not settle any litigation without the Company's written consent if the settlement (1) imposes a penalty or
limitation on the Company, (2) admits the Company's fault, or (3) does not fully release the Company from liability. You and the Company will cooperate
with each other in good faith on a claim.
18.5 No Exclusivity
The Company's rights under this section do not affect other rights it might have.
19. Governing Law; Place for Resolving Disputes
19.1 The laws of the state of New Jersey-without giving effect to any conflicts of law principles-govern all matters arising out of or relating to the
Website or these terms. The predominant purpose of these terms is providing services and licensing access to intellectual property and not a "sale of
19.3 The Website will be deemed solely based in the state of New Jersey and will be deemed a passive website that does not give rise to personal
jurisdiction over the Company, either specific or general, in any other jurisdiction.
20. Dispute Resolution
20.1 Litigation Election
Either party may elect to litigate the following type of case or controversy:
(a) an action seeking injunctive relief, or
(b) a suit to compel compliance with this dispute resolution process.
Each party will allow the other a reasonable opportunity to comply before it claims that the other has not met the duties under this agreement. The parties
will first meet and negotiate with each other in good faith to try to resolve all disputes between the parties arising out of or relating to the Website or
(a) If the parties cannot settle a dispute arising out of or relating to the Website or this agreement through negotiation after 30 days, either party
may, by notice to the other party and the International Institute of Conflict Prevention & Resolution
(the "CPR Institute
"), demand mediation under the Mediation Procedure
of the CPR Institute.
(b) Unless the parties agree otherwise, mediation will take place in Keyport, New Jersey, U.S.A. and the language of the mediation will be English.
Each party will bear its own costs in mediation, and the parties will share equally between them all third-party mediation costs unless the parties
agree differently in writing.
(c) Each party will participate actively and constructively in mediation proceedings once started and will attend at least one joint meeting between
the mediator and the parties. Any party may terminate mediation at any time after an initial meeting between the mediator and the parties.
(a) Arbitration Procedure
If the parties cannot settle a dispute through mediation, the parties will settle any unresolved dispute arising out of or relating to this
agreement, or the breach of it, by arbitration administered by the CPR Institute in accordance with its
Administered Arbitration Rules
. The arbitrator, and not any court or agency, will have exclusive authority to resolve any dispute arising under or relating to the
interpretation, applicability, enforceability, or formation of this agreement, including any claim that any part of this agreement is void or
(b) Arbitration Location
Unless the parties agree otherwise, the arbitration will take place in Keyport, New Jersey, U.S.A.
(c) Arbitration Fees
Each party will be responsible for paying any filing, administrative, and arbitrator fees associated with the arbitration.
(d) Arbitration Award
The arbitrator may grant whatever relief that would be available in a court at law or in equity in the state of New Jersey, except that the arbitrator must
not award punitive or exemplary damages, or damages otherwise limited or excluded in this agreement. The award rendered by the arbitrator will include
costs of arbitration, reasonable legal fees, and reasonable costs for expert and other witnesses. The arbitrator's award will be binding on the parties and
may be entered as a judgment in any court of competent jurisdiction.
(e) Arbitration Confidentiality
Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under this agreement without
the advance written consent of both parties.
20.5 Injunctive Relief
Nothing in this section 20 will prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data
security, intellectual property, or unauthorized access to the Website.
20.6 Recovery of Expenses
(b) For purposes of section 20.6(a), "prevailing party
" means, for any proceeding, the party in whose favor an award is rendered,
except that if in those proceedings the award finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or
more other claims or counterclaims, neither party will be the prevailing party. If any proceedings are voluntarily dismissed or are dismissed as part of
settlement of that dispute, neither party will be the prevailing party in those proceedings.
20.7 Jury Trial Waiver
Both parties hereby waive the right to a trial by jury for any claim arising out of or relating to the Website or this agreement. Either party may
enforce this waiver up to and including the first day of trial.
20.8 Class Action Waiver
All claims must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class or representative
proceeding, and, unless the Company agrees otherwise, the arbitrator must not consolidate more than one person's claims.
20.9 Limitation on Time to Bring Claims
A party will not file a claim arising out of or relating to the Website or this agreement more than one year after the cause of action arose. Any claim
brought after one year is barred.
21.1 Entire Agreement
This agreement constitutes the entire agreement between you and the Company about your access to the Website. It supersedes all earlier or contemporaneous
agreements between you and the Company about access to the Website. A printed version of this agreement will be admissible in any proceedings arising out
of (or relating to) this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and
kept in printed form.
21.2 Copy of this Agreement
You may-and the Company recommends that you-print this agreement on your printer or save them to your computer. If you have trouble printing a copy, please
contact the Company at support@XXXHeaven.com
and the Company will email you a copy.
The Company may change this agreement on one or more occasions. The Company will try to post changes on the Website at least 15 days before they become
effective. Changes will become effective on the "last updated" date stated at the top of this page. Changes will not apply to continuing disputes or to disputes arising out of (or relating to) events happening before the posted changes
While the Company will try to notify you when the Company changes this agreement, the Company does not assume an obligation to do so, and it is your
responsibility to frequently check this page to review the most current agreement. By continuing to use the Website after the Company posts changes to this agreement, you agree to the revised agreement
. If you do not
agree to the revised agreement, your exclusive remedy is to stop accessing the Website. If you need more information about the changes or have any other
questions or comments about the changes, please contact the Company at support@XXXHeaven.com
21.4 Assignment and Delegation
The Company may assign its rights or delegate any performance under this agreement without your consent. You will not assign your rights or delegate your
performance under this agreement without the Company's advanced written consent. Any attempted assignment of rights or delegation of performance in breach
of this provision is void.
The parties may waive any provision in this agreement only by a writing signed by the party or parties against whom the waiver is sought to be enforced. No
failure or delay in exercising any right or remedy, or in requiring the satisfaction of any condition, under this agreement, and no act, omission, or
course of dealing between the parties, operates as a waiver or estoppel of any right, remedy, or condition. A waiver made in writing on one occasion is
effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver on any future occasion or against
any other person.
The parties intend as follows:
(a) that if any provision of this agreement is held to be unenforceable, then that provision will be modified to the minimum extent necessary to make it
enforceable, unless that modification is not permitted by law, in which case that provision will be disregarded;
(b) that if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, the entire agreement
will be held unenforceable;
(c) that if an unenforceable provision is modified or disregarded in accordance with this section, then the rest of the agreement will remain in effect as
(d) that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable.
(a) Sending Notice to the Company
You may send notice to the Company by email at support@XXXHeaven.com
unless a specific email address is set out
for giving notice. The Company will consider an email notice received by the Company only when its server sends a return message to you acknowledging
receipt. The Company may change its contact information on one or more occasions by posting the change on the Website. Please check the Website for the
most current information for sending notice to the Company.
(b) Sending Notice to You-Electronic Notice
You consent to receiving any notice or communication from the Company in electronic form either (1) by email to the last known email address the
Company has for you or (2) by posting the notice on a place on the Website chosen for this purpose.
The Company will consider notices sent to you by email received when its email service shows transmission to your email address. You state that any email
address you gave the Company for contacting you is a current and valid email address for receiving notice, and that your computer has hardware and software
configured to send and receive email through the Internet and to print any email you receive.
21.8 Force Majeure
The Company is not responsible for any failure to perform if unforeseen circumstances or causes beyond its reasonable control delays or continues to delay
its performance, including:
(a) Acts of God, including fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters;
(b) War, riot, arson, embargoes, acts of civil or military authority, or terrorism;
(c) Fiber cuts;
(d) Strikes, or shortages in transportation, facilities, fuel, energy, labor, or materials;
(e) Failure of the telecommunications or information services infrastructure; and
(f) Hacking, SPAM, or any failure of a computer, server, network, or software.
21.9 Third-Party Beneficiaries
This agreement does not, and the parties do not intend it to, confer any rights or remedies on any person other than the parties to this agreement and the
Company's affiliates and service providers.
21.10 Relationship of the Parties
This agreement does not, and the parties do not intend it to, create a partnership, joint venture, agency, franchise, or employment relationship between
the parties and the parties expressly disclaim the existence of any of these relationships between them. Neither of the parties is the agent for the other,
and neither party has the right to bind the other on any agreement with a nonparty.
21.11 Successors and Assigns
This agreement inures to the benefit of, and are binding on, the parties and their respective successors and assigns. This section 21.11 does not address,
directly or indirectly, whether a party may assign rights or delegate obligations under this agreement. Section 21.4 addresses these matters.
21.12 Electronic Communications Not Private
The Company does not provide facilities for sending or receiving confidential electronic communications. You should consider all messages sent to the
Company or from the Company as open communications readily accessible to the public. You should not use the Website to send or receive messages you only
intend the sender and named recipients to read. Users or operators of the Website may read all messages you send to the Website regardless of whether they
are intended recipients.
21.13 Electronic Signatures
Any affirmation, assent, or agreement you send through the Website will bind you. You acknowledge that when you click on an "I agree," "I consent,"
or other similarly worded "button" or entry field with your finger, mouse, keystroke, or other device, your agreement or consent will be legally
binding and enforceable and the legal equivalent of your handwritten signature.
21.14 Consumer Rights Information-California Residents Only
This provision applies only to California residents. In compliance with section 1789 of the California Civil Code, please note the following:
Internet Key Inc.
1 Main Street
Keyport, New Jersey 07735
+1 (732) 888-4422
Users who want to gain access to the members-only area of the Website must purchase a membership and be a member in good standing. The Company posts the
current membership fees for the Website on the signup page. The Company may change the membership fees on one or more occasions. You may contact the
Company at support@XXXHeaven.com to resolve any billing disputes or to receive further information about the
You may contact in writing the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs at 1020 North Street,
#501, Sacramento, California 95814, or by telephone at +1 (916) 445-1254.
The Company encourage you to provide feedback about the Website. But the Company will not treat as confidential any suggestion or idea provided by you, and
nothing in this agreement will restrict its right to use, profit from, disclose, publish, or otherwise exploit any feedback, without payment to you.
21.17 English language
The Company drafted this agreement in the English language. No translation into any other language will be used to interpret or construe this agreement.
All services, support, notices, designations, specifications, and communications will be provided in English.
21.18 Your Comments and Concerns
You should direct all feedback, comments, requests for technical support, and other communications relating to the Website to support@XXXHeaven.com
In this agreement, the following usages apply:
(a) Actions permitted under this agreement may be taken at any time and on one or more occasions in the actor's sole discretion.
(b) References to a statute will refer to the statute and any successor statute, and to all regulations promulgated under or implementing the statute or
successor, as in effect at the relevant time.
(c) References to numbered sections in this agreement also refer to all included sections. For example, references to section 6 also refer to 6.1, 6.1(a),
(d) References to a governmental or quasi-governmental agency, authority, or instrumentality will also refer to a regulatory body that succeeds to the
functions of the agency, authority, or instrumentality.
(e) "A or B" means "A or B or both." "A, B, or C" means "one or more of A, B, and C." The same construction applies to longer strings.
(f) "Including" means "including, but not limited to."