Before You can register, advertise and provide services as a BimboFans "Bimbo" on this site or any of its affiliated websites or other websites on the network of websites, including white-label websites, owned and operated by the owner and operator of on this site(hereafter the “on this site” or the “Websites” as the context requires) You must first read and agree to all of the following terms and conditions. Please read the following CAREFULLY. This is a legal agreement (hereafter the “Agreement”) between on this site or on this site (the ”Company”, or “We”, “Us”, “Our”, as the context requires or allows), being the operator of the websites comprising the on this site BimboFans, including on this site, and you, the individual Bimbo (hereafter the “Bimbo”, or “You”, “Your”, as the context requires or allows).
WHEREAS, the Company has created on this site, which is a technology platform providing websites, video streaming capability, account management, billing services, and other ancillary services from time to time (the “Services”), where independent individuals known as BimboFans "Bimbos", who are businesses in their own right, upload and post photographs, video content, biographical information, contact information, information about their own website, and any other related or ancillary content connected with the "Bimbo's" business (the “Bimbo Content”) in order to advertise their services; and
WHEREAS, the Company has an area on the Websites showing an index of BimboFans "Bimbos" who have chosen to advertise their services on the on this site; and
WHEREAS, You wish to promote and advertise Your Videochat services and/or Your own website by having Your Bimbo Content listed, published, exhibited and displayed in a searchable index on the Websites; and
WHEREAS, the Company is willing to include on the Websites Your Bimbo Content that is created and supplied by You and to include it in the searchable index strictly upon the terms and conditions contained herein;
The Company’s offer to You to use the on this site. Command of the Websites is subject to all the terms, conditions, limitations and waivers set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual promises and agreements herein contained and for good and valuable consideration, the adequacy and sufficiency of which is acknowledged, the parties, each intending to be legally bound hereby, do promise and agree as follows:
1. Rights Granted To You By Us. Subject to the terms and conditions set forth in this Agreement, We grant to You the following:
1.1 A non-exclusive, non-transferable and revocable license to use the Services. This will include allowing you to post Your Bimbo Content on the Websites which relates to Your services and/or Your own website in providing live streaming video content to your customers who as a result find you through browsing and using on this site.
1.2 A limited non-exclusive, non transferable and revocable license to access and download promotional banners, and other promotional materials, created by Company for use on Your Website for the exclusive purpose of advertising, marketing or promoting Your services as a BimboFans "Bimbo" on the on this site.
1.3 A limited non-exclusive, non transferable and revocable license to use the Company’s relevant trademarks, service marks, trade names and/or BimboFans names, solely in connection with Your promotion, marketing or advertising of Your website, Your live streaming video services or Your participation as a BimboFans "Bimbo" on this site and the Company’s Website.
1.4 The licenses granted in accordance with this clause 1 shall automatically and immediately cease upon the termination of this Agreement.
1.5 The Company is the party that is at all times providing the Services to You. The Company has and retains the right to sub-contract to, outsource to or otherwise engage with any other party, entity or individual to assist it in providing any, some or all of the Services. Irrespective of any such sub contract, outsource or other similar arrangements, the Company is and will be the party that is contracting with You in respect of the Services, and remittances to You (see clause 4) will be made by and received by You from the Company.
2. Rights Granted To Us By You and Your Warranties To Us. In consideration of the Company providing You with rights granted herein, You agree and warrant as follows:
2.1 That you will pay Us for the Services provided to you at the agreed rate; such payments to be deducted at source by Us before We remit your earnings from your customers to You. Further details are included in clause 4 below.
2.2 That You are a person over the age of eighteen (18) years or, if older, at least the age of consent required in the jurisdiction in which you work and from which you deliver Your services, and that You have the legal capacity and authority to enter into this Agreement and to perform in accordance with the terms of this Agreement.
2.3 By transmitting or providing materials to Us, You automatically grant the Company a perpetual, royalty-free, irrevocable, non-exclusive right and license, without restriction or limitation of any kind, to use, reproduce, modify, adapt, publish, translate, transmit, communicate, perform and disseminate, in all media now known or hereafter developed, including without limitation on the Internet, any of the Bimbo Content that You submit or supply to the on this site during the term of this Agreement, and any derivative works based on Your Bimbo Content, and to freely assign and sublicense Your Bimbo Content.
2.4 That You shall not use Your Bimbo Content on this site to promote any competitor to this site.
2.5 Where You enter into an agreement with someone who has responded to Your Bimbo Content that you have uploaded for advertising purposes to this site (a “Fan”) to charge a fee, You represent and agree that You shall not mislead or deceive the Fan with respect to that fee. You agree that if You advertise that a video feed is Live, that it shall in fact be live and that it will not be pre recorded.
2.6 That You will not use any form of mass unsolicited electronic mail solicitations, news group postings, mass instant message posting, IRC posting or any other form of “spamming” as a means of promoting Your website or for the purpose of directing or referring Fans to this site. You further acknowledge and agree that We have the right to immediately, and without notice, and at our absolute discretion, terminate this Agreement if we, in our sole and exclusive judgment, conclude that you have engaged in the use of any form of mass unsolicited electronic mail solicitations, news group postings, password selling or trading, wares, IRC posting or any other form of “spamming.” WE HAVE ZERO TOLERANCE FOR SPAMMING. IF YOU SPAM, THIS AGREEMENT WILL BE TERMINATED AND YOU WILL BE BARRED PERMANENTLY FROM PURCHASING SERVICES FROM US IN THE FUTURE.
2.7 That if We provide You with any banners or other promotional or advertising materials of any kind to assist you in advertising Your services and/or Your website, as part of the Services, You will not copy, reproduce, alter, modify, change, broadcast, distribute, transmit or disseminate any banners or other promotional or advertising materials provided to You by Us pursuant to this Agreement in whole or in part, in any manner, at any time anywhere in the World except as authorized by Us in writing.
2.8 That You will not, directly or indirectly, include in Your Bimbo Content, or otherwise link or include in any way, including but not limited to by links from Your website, any of the following content or material on the Websites:
(i) Obscene material, including without limitation any material depicting bestiality, rape or torture.
(ii) Any material that is displayed or transmitted in any way as to constitute harmful matter or indecent communications to minors;
(iii) Any material in which persons under the age of eighteen are depicted, whether in actual, simulated or suggestive sexual situations, or otherwise in any form whatsoever;
(iv) Any material not fully in compliance with the age verification and record keeping requirements of 18 U.S.C. § 2257 & 2257A, et seq., and/or 28 C.F.R. § 75.1, et seq., as amended (hereinafter "Section 2257");
(v) Any material which constitutes child pornography or matter which involves depictions of nudity or sexuality by an age inappropriate-looking performer (i.e. someone who looks younger than 18 years of age), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of the script, make-up, demeanor, costuming, setting and so on;
(vi) Any material that is threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous or injurious to the reputation of any person or entity;
(vii) Any material which constitutes an infringement, misappropriation or violation of any person’s intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights or other rights;
(viii) Any program, file, data stream or other material which contains viruses, worms, "Trojan horses" or any other destructive feature, regardless whether damage is intended or unintended, which may cause damage to any computer equipment, loss or corruption of data or programs or inconvenience to any person; or
(ix) Any material which is otherwise unlawful, illegal, or forbidden by local, state, national, or international law.
2.9 That you will not depict any person(s) in any of Your Bimbo Content unless (a) Each depicted person has registered as a BimboFans "Bimbo" with Us and will be registered to Your BimboFans account relevant to the Bimbo Content; (B) you have verified the identity and age of all persons depicted in Your Bimbo Content to ensure that all persons depicted are adults; and (c) You have obtained and kept on record written consent from each person depicted in the content that such persons:
(i) Consent to be depicted in the Bimbo Content;
(ii) Consent to allow the Bimbo Content depicting that person to be uploaded to the BimboFans Website;
(iii) Consent to allow for the public distribution of the Bimbo Content; and
(iv) Consent to allow the Bimbo Content to be download by users of the BimboFans Website;
2.10 That You will comply with the standards of behavior promulgated by Us from time to time.
2.11 That You shall cease to be a BimboFans "Bimbo" in good standing and shall be subject to immediate termination of all benefits and rights granted to You by the Company under this Agreement, without prior notice, if You fail to perform under, or breach any part of, this Agreement.
2.12 That if this Agreement is terminated by You or Us, You shall immediately and permanently cease all use of all materials provided to You by Us as part of the Services and that You will remove all files containing materials provided to You pursuant by Company, including without limitation any banner ads, from your website, and cease using any Trademarks or trade names belonging to the Company or any of its fellow group companies.
2.13 That You confirm that in acting as a BimboFans "Bimbo" you consider yourself to be carrying on a trade or business in your own name and that you will supply the Company with SS#, EIN, or VAT information, or any other business taxation information, when requested, which will be at least upon initial registration, and then in the future if that information should change, and that Your failure to supply that information will constitute a basis for terminating this Agreement.
2.14 That all Your warranties, indemnities and obligations, which by their nature are designed to survive termination, shall extend beyond the termination of this Agreement.
3. Limitations Of Your Participation As A BimboFans "Bimbo". You acknowledge and agree that any purchase of and subsequent use of Services under this Agreement is subject to the following limitations:
3.1 Only persons over the age of eighteen (18) years, or, if older, at least the age of consent required in the jurisdiction in which you work and from which the BimboFan "Bimbo" services are delivered, may become a BimboFans "Bimbo".
3.2 The Company shall at all times have the right, in its sole and absolute discretion, to cease operating the BimboFans Websites, to change the nature and operation of BimboFans or its Websites, at any time and may do so with or without prior notice or cause.
3.6 All materials, including without limitation, all advertising banners, photographic materials, recordings, video, sound, and any other form of intellectual property provided to You by the Company shall remain the property of Company and may not be copied or reproduced, altered, modified or changed, broadcast, distributed, transmitted or disseminated, sold or offered for sale in any manner, at any time anywhere in the World except as expressly authorized by Company in writing.
3.7 Nothing herein shall be construed as a grant or assignment of any rights in any intellectual property owned by Company or its fellow group companies, including, without limitation, any of its trademarks, trade names, BimboFans names, or service marks, such as “BimboFans”, “BAB Entertainment”, or “Be A Bimbo”. All rights in its intellectual property are reserved by the Company and its affiliated entities.
4. Earnings, Remittances and Payments for Services
4.1 If You provide chargeable services to Fans then you will be entitled to receive the earnings arising from such provision of services (the “Earnings”). As part of the Services that We provide to You, We are responsible for billing Fans and collecting from Fans all Earnings owed, entirely on your behalf, and for remitting those Earnings to You.
4.2 Any chargeable video sessions entered into by You with a Fan are the subject of separate Terms and Conditions between You and the Fan, which you agree to at the time of entering any chargeable video session. The amounts charged to Fans by You and payable to You by Fans are due and payable to You by the Fan for the services provided by You directly to the Fan.
4.3 Earnings will be remitted to you on a timetable and by a payment method to be agreed periodically between You and Us. You can view these details when you log into your account at the Websites, and You can make changes to those details within the parameters permitted.
4.4 The amount payable to the Company for the Services provided by the Company to You under this Agreement (the “Fees”) will be by reference to the amounts of the Earnings. The amounts due to the Company will usually be a percentage of the Earnings that you make by providing Your services to Fans. The amount of that percentage will be variable, and will be changed from time to time. You can see the amount You are required to pay the Company for the use of its Services by logging into your account at the Websites. We will always make it clear to You before you provide Your services exactly how much of the Earnings you will need to pay us for the provision of the Services.
4.5 When We remit Earnings to You it will be after deduction of the Fees payable by You to Us for the Services. You hereby give the Company the absolute right to make any and all deductions necessary for payment to the Company of all Fees due by You to the Company from your Earnings before your Earnings are remitted to You.
4.6 You acknowledge and confirm that: You are an independent business in your own right and that it is entirely your choice whether to advertise your services on on this site; You choose when and if You provide your services, which Fans, if any at all, You provide your services to; You choose what services You provide (within the limitations of live or pre-recorded video streaming and entirely in accordance with the limitations and conditions set out in this Agreement); and You choose how much to charge Fans for Your services (which can be altered for every single separate chargeable service session You enter into with a Fan).
4.7 You acknowledge and confirm that the Company does not get involved with, influence, have any interest in, or otherwise make any requirements of You in respect of any of the matters listed in clause 4.6 above.
4.8 All chargeable services to your Fans are provided directly by You. You are an independent party, a business in Your own right, broadcasting live and pre-recorded video directly to Fans. The Websites merely act as a platform, where You can advertise Your services and can make contact with Fans with the objective of You providing services to Fans in return for Fans making payments to You. If You choose to engage in any communication with any Fan, You will be dealing and communicating directly with the Fan, and not with any agent or employee of the Websites or the Company.
4.9 If You agree to provide chargeable services to a Fan then the Fan has a reasonable expectation of receiving the services You have described to him and which the Fan has agreed to pay You for. If You do not deliver those services to the Fan then We retain the absolute right to refund Your Earnings to the Fan and you will not receive those Earnings. In the event of a dispute arising between You and a Fan regarding the nature, quality or otherwise of the services provided by You to a Fan then We will act as an independent arbitrator and Our decision will be absolutely final. If the problem with the Fan arises due to an issue with the Services (for example, a technical problem with Our video streaming software) then We will be responsible for refund the Earnings of the BimboFans "Bimbo" to the Viewer and then the Company reimburses the BimboFans "Bimbo".
4.10 If You agree to provide custom content, including videos, photographs, or other custom material, to a Fan, then the custom content must be delivered to the Fan within seven (7) business days. If You do not deliver those services to the Fan then We retain the absolute right to refund Your Earnings to the Fan and you will not receive those Earnings. In the event of a dispute arising between You and a Fan regarding the nature, quality or otherwise of the services provided by You to a Fan then We will act as an independent arbitrator and Our decision will be absolutely final. If the problem with the Fan arises due to an issue with the Services (for example, a technical problem with Our video streaming software) then We will be responsible for refund the Earnings of the BimboFans "Bimbo" to the Viewer and then the Company reimburses the BimboFans "Bimbo".
4.11 You acknowledge and agree that Your Bimbo Content, including the content of your video sessions, may be seen by Fans worldwide, including Fans who may personally know You. Internet communications are not private, and it should be assumed that Your Bimbo Content, including the content of your video sessions, can be viewed by anyone, at any time, using an internet connection.
5. No Joint Or Collaborative Venture; No Control Of Your Content By Us. Nothing in this Agreement is intended by Us or You to create or constitute a joint or collaborative venture or partnership of any kind between You and Us, nor shall anything in this Agreement be construed as constituting or creating any employment relationship, joint or collaborative venture or partnership between You and the Company, its employees, agents or assigns.
5.1 You acknowledge and agree that We shall have no control or ownership interests of any kind in Your business or Your own website.
5.2 You acknowledge and agree that You shall have no financial or other interest in the Company or any property, intellectual or otherwise, owned by the Company, its affiliates, agents, successors or assigns.
5.3 You acknowledge and agree that Your relationship with Us shall be governed and limited exclusively by the terms and conditions of this Agreement.
5.4 You acknowledge and agree that, aside from compliance with the acceptable use guidelines in Clause 2, We have no direct or indirect control over the content of the performances or services that You deliver to Fans, the manner of those performances or services, who you provide those performances or services to, how much You charge for those performances or services, or the duration of those performances or services by You on, at, or in association with Your own website or any of the live or pre-recorded video content or other communications streamed or sent by You on the on this site except as specifically set forth in this Agreement.
5.5 You further acknowledge that neither the Company nor any employee, associate, agent, assign or successor of Company shall exert or provide any direct or indirect control over, monitoring of, supervision of, prior approval of, or review of the content appearing or otherwise distributed on, at, or in association with Your own website, or any of the live or pre-recorded video content or other communications streamed or sent by You on on this site, and that You shall be solely responsible for any legal liabilities or consequences resulting from the dissemination of that content.
5.6 If You are linked to one or more studios, You acknowledge that during the time you are linked to that studio, We reserve the right to provide to the respective studio owners copies of any information We hold regarding You and Your account with Us, including Your Bimbo Content and the content of all text chat logs between You and any other Fans of the Websites.
5.7 Removal of Information or Content. Although the Company does not exercise editorial, review, supervisory or management of the content on on this site, You acknowledge that the Company reserves the right, but does not have the obligation, to inspect from time to time all advertisements, public postings and messages and other content on the Websites and on this site to ensure that they conform to the content guidelines and policies of the Websites and this Agreement. You further acknowledge that Company reserves the right, but does not have the obligation, in the exercise of Company’s sole and absolute discretion, without any requirement of prior notice, to remove any content that the Company deems objectionable, contrary to this Agreement, illegal, or in any other way unacceptable.
5.8 You acknowledge that You remain exclusively responsible for the declaration and payments of all taxes, levies, duties and charges of a similar nature that are payable in respect of the Earnings that you derive from the services that You provide to Fans.
6. No Guarantees Or Warranties Of Any Kind. You acknowledge and agree that the Company makes no guarantees or warranties of any kind with respect to the provision or availability of the Services, and any materials are provided to you “as is”, and that the use of any materials, of any kind, is solely at Your risk. The Company disclaims all warranties, either express or implied including, but not limited to, express or implied warranties of merchantability and fitness for a particular purpose, with regard to the Services and any and all materials of every kind supplied to You as part of the Services.
7. Limitations of Company Liability And Liquidated Damages.
7.1 You acknowledge and agree that the Company shall not be responsible or liable to You in any way for any damage or injury that You may sustain, including without limitation any physical damage or injury of any kind, from any communication, contact or meeting, whether in person, by telephone, email or by or through any other means, resulting directly or indirectly from Your use of on this site Websites, or from messages or communications sent or received by You or other persons through on this site or the Websites, or from any other events arising as a result of the delivery of the Services to You under this Agreement or from the delivery of Your services to Fans under any agreement between You and any Fan.
7.2 You acknowledge and agree that the Company does not screen Fans of BimboFans or the Websites, has no control over the actions of any Fans and makes no representations or warranties whatsoever with respect to the character, safety, identity, veracity, age, health, financial status, marital status, gender, or any other attribute or descriptor of any Fans of the Websites;
7.3 You acknowledge and agree that the Company does not endorse, encourage, recommend, promote or arrange communications or meetings among or between You and Fans of BimboFans or the Websites, or any other persons, and You are expected to use common sense and take appropriate measures and precautions to ensure Your own personal safety and privacy in the event that You unilaterally choose to communicate with, or meet with, or otherwise engage with, any person with whom You have communicated through the use, either directly or indirectly, of the on this site or the Websites.
7.4 You acknowledge and agree that under no circumstances shall Company, its employees, independent contractors, authors, agents, representatives, assigns and successors be liable to You, or any other person or entity, for any direct or indirect losses, injuries or incidental or consequential damages of any kind (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to the Websites, or arising from or in connection with the delivery by Us to You of the Services, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of the Services, including without limitation any losses due to server problems or any other technical or technological issues.
7.5 Notwithstanding the foregoing express limitations of liability, You acknowledge and agree that should the Company, its officers, employees, successors, or assigns be held liable to You for damages, injuries or losses of any kind, directly or indirectly resulting from this Agreement, that the total US dollar amount of liquidated damages for any and all of Your claims, injuries, damages or losses shall not exceed a total of one hundred US dollars (US$100.00).
8. Release And Indemnification Of The Company By You; Company’s ISP Status.
8.1 You agree that You are solely responsible for any Bimbo Content that You submit to the on this site for publications on the Websites.
8.2 You hereby release, discharge, and agree to defend, indemnify and hold harmless the Company, its legal representatives, agents, licensees, successors and assigns, and all parties acting under the Company’s permission, or with authority from the Company, or those for whom they are acting, from and against any and all losses, damages, costs, charges, attorneys’ fees, recoveries, actions, judgements, penalties, expenses and any other loss whatsoever that may be obtained against imposed upon or suffered by all or any of them which may arise from the use of any Bimbo Content submitted or supplied to the Company by You at any time during the term of this Agreement, even should the same subject You to ridicule, scandal, reproach, scorn or indignity, and from any liability as a result of any distortion, blurring or alteration, optical illusions or use in composite form, either intentionally or otherwise, that may occur or be reproduced in the taking, processing or reproduction or the finished product, or its publication, transmission or distribution, or which may arise from any breach of any warranty, representation, covenant or agreement made by You. You hereby waive any claim that You may have or may assert for alleged violation of privacy, defamation or libel by the use of any Bimbo Content submitted or supplied to the Company, the on this site or the Websites by You at any time during the term of this Agreement.
8.3 You agree that You shall defend, indemnify, and hold harmless the Company, its successors, assigns, parents, subsidiaries, affiliates, licensees and sub licensees and their respective officers, directors, agents and employees, from and against any action, suit, claim, damages, liability costs and expenses (including reasonable attorneys’ fees), arising out of or in any way connected with any breach of any representation or warranty made by You herein or any claim based on any allegation that any of the Bimbo Content submitted by You to the on this site infringes any intellectual property rights or another rights of any third party on account of the use of the Bimbo Content by the Company as contemplated within the scope of this Agreement. You further agree that Your indemnification obligations, as set forth herein, shall survive the termination of this Agreement.
8.4 For the purposes of any enforcement of rights arising under this Agreement, You agree that the Company shall be deemed to be a "Service Provider" as that term is used in 17 U.S.C. § 512; the Digital Millennium Copyright Act ("DMCA") for all claims arising thereunder, and that the Company shall also be deemed to be an Interactive Computer Service as that term is used in the Communications Decency Act. You further agree that You shall give notice and comply with the notification procedures of the DMCA and that the Company will have, and shall fully benefit from, the safe harbor provisions set forth
in the DMCA regarding service providers, the liability limitations, immunity, Good Samaritan and other provisions pertaining to Interactive Computer Services set forth in 47 U.S.C. § 230 (c) et seq., and all similar notices and other provisions limiting or otherwise insulating the liability of online service providers and Interactive Computer Services pursuant to the statutory or case law of the United States, any state or territory thereof, or any jurisdiction in which You or Your assigns elect to bring any claim against the Company, or any of the Company's assigns or sub-licensees, relating to any of the rights granted to the Company hereunder.
9. No Representations Of Success Or Profitability. You hereby confirm and acknowledge that You have unilaterally decided to form an internet-based business and thereunder deliver internet-based services, and You acknowledge that it is a high-risk business. You further confirm, acknowledge and expressly agree that neither the Company, any agent or representative of the Company, nor any other person has at any time in the past, represented to You or has otherwise directly or indirectly communicated in any manner to You any guarantee, assurance or any other communication of any kind regarding:
(a) The potential profitability or likelihood of success of Your business in delivering Your services to Fans on the on this site as set forth in this Agreement or otherwise;
(b) The possibility or likelihood that use of the Services provided by the Company pursuant to this Agreement can or will result in the recoupment of any business expenses expended by You for the promotion of Your own website or any other purpose; or
(c) The existence, nonexistence, size or any other characteristics of any market for any services which You may be seeking to deliver to Fans on the on this site.
Any previous statements or claim regarding the subjects of this Clause 9 are hereby withdrawn.
9.1 You expressly acknowledge and agree that the success of Your business endeavors which involve the on this site, like any other business endeavor, is subject to numerous factors, such as the effectiveness of Your advertising and promotion, Your administrative capabilities, and so on, and that the ultimate success or failure of Your business rests entirely with You, and not the Company. You further expressly agree not to raise any claim of any kind against the Company and You agree to hold the Company harmless from any claim of loss to You directly or indirectly resulting from Your decision to enter into this Agreement.
10. No Monitoring Or Supervision Provided By Us. We undertake no obligation to monitor, supervise or review, and shall not be responsible for Bimbo Content of any nature appearing or otherwise distributed on, at or in association with Your own website including without limitation any photographic or graphic content, audio content, pre-recorded video or film content or live video content which You may provide as a BimboFans "Bimbo" or otherwise. You assume the full and sole responsibility and liability for the decision to display or include content on Your own website, to distribute or make the content available to the users of Your own website in various geographical areas, and for all decisions relating to the manner in which You permit or restrict access to Your own website.
11. Term And Termination Of Agreement. You acknowledge and agree that the term of this Agreement is at will, and this Agreement may be terminated by the Company, in its sole and exclusive discretion, at any time, without any advance notice and for whatever reason.
11.1 In the event that this Agreement is terminated by the Company, You shall be entitled to all due and unpaid Earnings, prior to the date and hour of termination and not after said termination, net of any Fees owed by You to the Company for Services provided under this Agreement up to the date of such termination.
12. Notices To The Company Or To The BimboFans "Bimbo". Notices from the Company to You may be given by means of electronic messages or by general posting on the Websites. Communications from You to the Company may be made by electronic messages, or unless otherwise specified in the Agreement.
12.1 All questions, complaints, and notices to the Company by means of electronic mail must be sent to Customer Service at the following email address:
12.2 Further contact information for the Company, including the email address for Our customer services team, can be found at bimbofans.com/contact_us
13. Entire Agreement; Modification; Assignment. This Agreement constitutes the entire agreement between You and the Company with respect to the subject matter hereof, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral.
13.1 You agree that the Company may from time to time, in its sole and exclusive discretion, modify the type and quality of the Services provided to You hereunder either with or without notice. We may modify other terms and conditions at any time upon e-mail notice to You or by posting on the Websites.
13.2 You agree that no modification of this Agreement by You, Your employees, representatives, agents, assigns or successors shall be enforceable or have any effect unless first reduced to writing and signed by the Company’s duly authorized representative.
13.3 You acknowledge and agree that the failure of the Company to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right hereunder.
13.4 You agree that all promises, obligations, duties and warranties made by You in this Agreement are personal to You and that neither they nor any benefits hereunder may be assigned by You to any other person or entity.
13.5 You agree that the Company may at any time, and without prior notice to You, freely assign all or part of its duties, obligations and benefits hereunder.
14. Jurisdiction Of All Legal Disputes. This Agreement shall be governed by and construed under the laws of the United States of America. You agree that all legal disputes arising out of this Agreement shall be resolved in the courts of applicable jurisdiction in the United States of America. In actions by the Company against You, the Company retains the absolute right to change the jurisdiction referred to within this clause to the country of Your residence.
15. Unenforceability Of Provisions. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. Unless otherwise explicitly stated, the provisions of this Agreement shall survive its termination.
16. Acceptance And Execution Of This Agreement. By supplying the Company with all the required information to enter into this Agreement, You are acknowledging that You agree to all of the terms, conditions, promises, warranties, duties and obligations set forth in the Agreement.
16.1 This Agreement is subject to change by the Company at any time and You agree that We have this right. We agree that if We change anything in this Agreement, We will change the "last modified" date at the top of this Agreement so that it is immediately obvious that we have updated the Agreement.
Any changes or modifications shall become effective immediately upon posting. You agree to periodically re-visit this web page, and to use the "refresh" button on Your browser when doing so. You agree to note the date of the last revision to this Agreement. If the "last modified" date remains unchanged from the last time You reviewed this Agreement, then You may presume that nothing in the Agreement has been changed since the last time You read it. If the "last modified" date has changed, then You can be certain that something in the Agreement has been changed, and that you need to re review it in order to determine how Your rights and responsibilities may have been affected by the revisions.
16.2 Any updated or edited version supersedes any prior versions immediately upon posting, and the prior version is of no continuing legal effect unless the revised version specifically refers to the prior version and keeps the prior version or portions thereof in effect. To the extent any amendment of this Agreement is deemed ineffective or invalid by any court, the parties intend that the prior, effective version of this Agreement be considered valid and enforceable to the fullest extent.
17. Waiver. If You fail to periodically review this Agreement to determine if any of the terms have changed, You assume all responsibility for your failure to do so and You agree that such failure amounts to Your affirmative waiver of Your right to review the amended terms. We are not responsible for Your neglect of Your legal rights.