End User Terms and Conditions of Service
Updated October, 6 2018
EscortIndex.com is a Website that makes certain classified advertising that is published
elsewhere online available in one place by locating it, indexing and organizing, and providing
links to it or republishing it. It does not originally publish any classified advertising or accept
classified advertising for publication. Your use of the Site, including all access, services and/or
features, is governed by these Terms of Use and the Privacy Policy (collectively, "Terms"), and
you should review both carefully. By using the Site in any way, you are agreeing to comply with
these Terms. This Agreement is a legal contract between each end user (“You” and “Your”) of
this Website and the owner of this Website (“Us,” “We,” or “Our”) who is the provider of the
Services described and governed by this Agreement. You should read it carefully and understand
it thoroughly before visiting this Website. No one is permitted to use this Website or any of the
information or services described and governed by this Agreement without first entering into this
formal and binding legal contract with Us.
BY CLICKING THE “I AGREE!” BUTTON OR BY OTHERWISE VISITING, BROWSING,
VIEWING, OR USING THE WEBSITE OR ANY OF THE INFORMATION OR FUNCTIONALITY
PROVIDED BY OR THROUGH THE WEBSITE, YOU MANIFEST YOUR CONSENT
TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND BY ANY AMENDMENTS
TO THIS AGREEMENT WHICH MAY BE MADE PURSUANT TO THE PROVISIONS SPECIFIED BELOW.
Article 1 particularly governs and limits Your use of this Website, providing primarily for Your
rights and responsibilities. Article 2 recites some of our rights and authority concerning the
design, presentation, operation, and maintenance of the Website. The terms of Article 3 of this
Agreement apply more generally to this Agreement itself and to its application to You and Us
and, in some cases to others.
1 Use of Website
Your use of the Escort Index website and of all of its related pages (“the Website”) and
of any and all of the information and functionality provided by or through the Website shall be
strictly governed by the provisions contained in this Article 1, as well as by the more general provisions
of the remainder of this Agreement.
1.1 User Warranties
Your use of the Website and of any information or functionality provided through by or through
the Website shall be conditioned on the following warranties made by You to Us. The complete
truth of each of the following warranties is critical to this Agreement, and the breach or failure of
any shall be cause for the immediate termination of this Agreement between You and Us and for
the immediate revocation of all limited licenses and permissions for You to use this Website and
any of the information or functionality provided by or through the Website. Moreover, any such
breach or failure may subject You to liability to Us.
1.1.1 Age and Competence
You represent and warrant to Us that you are at least eighteen years of age and that you have attained any
higher age of majority specified or required either 1) in the jurisdiction where you live
and 2) in the jurisdiction where you access the Website. You further represent and warrant to Us
that You are competent to enter into binding legal contracts such as this Agreement and that You
are under no general or particular obligation or disability which prevents Your full and complete
performance under this Agreement, including without limitation providing the warranties recited
in all of the subsections under Section 1.1.
1.1.2 Lawful and Legitimate Purpose and Actions
You represent and warrant to Us that all of Your purposes in accessing and using the Website and
any information or functionality available by or through the Website are entirely lawful and that
none of Your purposes involves the defamation, degradation, harassment, or exploitation of any
person and that none is otherwise malicious or tortious. You further represent and warrant to Us
that you will not knowingly, recklessly, or negligently use the Website or any information or
functionality available by or through the Website to violate any applicable law, to commit any
tort, or to wrong any person, including without limitation 1) Us, Our heirs, assigns, officers,
directors, managers, employees, agents, representatives, or shareholders, 2) other users of the
Website, and 3) other persons whom You have or may encounter on the Internet or otherwise in
the course of Your life.
1.1.3 Personal Use
You represent and warrant to Us that all of Your purposes in accessing and using the Website and
any information or functionality available by or through the Website are entirely personal to You,
that such access and use is exclusively for the purposes of self-education and personal recreation
and for no other purpose or purposes in whole or in part, and that Your purposes in access and
use do not relate to any official, public or private operation, investigation, business or profession
conducted by or through You or by any other person or persons, whether unknown or known to
You. You further represent and warrant to Us that You will permit no one else to use the Website
or the information and functionality available by or through the Website in Your name or by
impersonating You and that You will not allow or permit any minors to access the Website or
information or functionality available by or through the Website, whether you do so intentionally,
negligently, or otherwise in the absence of intent or negligence.
1.1.4 Civility
You represent and warrant to Us—and by every act of interacting, commenting, posting, uploading, or
otherwise using the Website or any of its functionality to select, transmit, or display any
expressive content on or through the Website, You shall further specifically represent and warrant
to Us—with respect to all of the content which You shall select, upload, or otherwise transmit 1)
that it is not defamatory with respect to Us or any other person or entity; 2) that does not degrade,
harass, or exploit any person; and 3) it is not otherwise tortious or unlawful or otherwise
proscribed by subsections 1.2.2.1, 1.2.2.2, or 1.2.2.3.
1.1.5 Intellectual Property and Restricted Content
You represent and warrant to Us—and by every act of interacting, commenting, posting, uploading, or
otherwise using the Website or any of its functionality to select, transmit, or display any
expressive content on or through the Website, You shall further specifically represent and warrant
to Us—with respect to all of the content which You shall select, upload, or otherwise transmit 1)
that it is not legally obscene or otherwise unlawful; 2) that it is not any form of child pornography; 3)
that it does not contain words, symbols, images, or any other content proscribed by subsection 1.2.2.4 or
1.2.2.5; 4) that You have, at the time of uploading or transmission, every right
necessary for You to copy, use, transmit, display, and exploit the content as You will use it; and
5) that you maintain written evidence in your immediate possession so establishing every such
right.
1.1.6 Unimpeded Operation of Website and Internet
You represent and warrant to Us that none of Your purposes in accessing and using the Website
and any information or functionality available by or through the Website include (in whole or in
part) any interference with or attempts to interfere with, burden or impede the ordinary
functionality of the Website, of any part of the Internet, or of any digital computer or similar
device, whether or not connected to or accessible through any part of the Internet. You further
represent and warrant to Us that You will not use the Website or any information or functionality
available by or through the Website in connection with the dissemination or activation of any sort
of malware, the initiation or perpetuation of any sort of advertising, spam, or electronic
transmission designed to attack or disable the Website or any other website or Internet operation
or otherwise in any manner to initiate or facilitate any illegal act, remotely or otherwise.
1.2 User Limited License
Subject to the warranties specified in Section 1.1 and to all of the provisions of this Agreement,
We hereby grant to You a limited, revocable, and non-transferable license to personally visit,
browse, view, and use the Website without automation and to use the information and
functionality provided by or through the Website without automation for the limited purposes
specified in this Agreement, free of charge. The purpose and scope of this limited, revocable, and
non-transferable license are further described and limited by Section 1.2.1; and said license does
not entitle You to access or use the Website or any information or functionality available by or
through the Website contrary to the provisions of Section 1.2.2 or of any of the subsections
thereunder or contrary to any other provisions of this Agreement.
1.2.1 Permitted Use of Website
Under the limited revocable license to use this Website, You may view Website content and interact with
the Website features in order to access online advertising and related information which
is presented or linked by the Website and to respond to some of that information using the
functionality provided by the Website.
1.2.2 Restrictions on Website Use
The following use restrictions shall strictly apply to limit the revocable license which We grant to
You in this Agreement. You may not use the Website or any of the information or functionality
provided by or through the Website in violation of any of the following use restrictions or of any
other provision of this Agreement.
1.2.2.1 Illegality and Tortious Conduct
You may not use the Website or any information or functionality available by or through the
Website for any criminal or tortious purpose or to effect any such purpose. Nor may You—on the
Website or through any of its functionality—request, solicit, enable, encourage, facilitate or
promote any crime or tort including, without limitation, illegal prostitution, unlawful drug use or
possession, fraud, money laundering, kidnapping, illegal trafficking, or any travel or inducement
which is illegal for you or for others with whom you are involved. You may not engage in any
illegal or tortious activity with or involving any other person whom You meet or learn about
through the Website or any information or functionality available by or through the Website, and
You may not use the any part of the Website to propose, agree to, conspire for, or transact any
such activity.
1.2.2.2 Fraud and Mischaracterization
You may not use the Website or any information or functionality available by or through the
Website to defraud Us or anyone else in any manner or to convey or advance any false or misleading
information or claim; nor may You—on the Website or through any of its functionality—
misrepresent yourself or impersonate any other person.
1.2.2.3 Harassment and Related Misconduct
You may not use the Website or any information or functionality available by or through the
Website to harass or unreasonably annoy any other person or entity; nor may You—on the Website or through
any of its functionality—defame any other person or entity or cast him, her, or it
in any false light, invade the privacy of any person, publish the sensitive personal secrets of any
person the publication of which would naturally tend to diminish the character or reputation of
any person or injure his or her important relationships, or subject anyone to unreasonable
ridicule or to any other abuse. You may not use the Website or any information or functionality
available by or through the Website to convey any racist, sexist, or invidiously discriminatory
attack or message, whether directed to one or more persons individually or to a more general
audience. With respect to this use restriction, We may establish and enforce rules of decorum or
enforce common civility for the Website as We may determine in our sole discretion at any time
without prior notice or warning.
1.2.2.4 Intellectual Property, Repeat Infringer Policy
You may not use the Website or any information or functionality available by or through the
Website to generate, upload, post, display, or transmit in any manner any written, graphic, or
other expression which violates or infringes the copyright, trademark, service mark, or other
similar mark, trade secret, right of publicity or privacy, or other intellectual property or similar
right of Us or of any other person; nor may You upload, post, display, or transmit in any manner
any such expression to which you lack the legal right to convey to Us the related intellectual
property, licenses, and permissions if required by this Agreement. We maintain and enforce a
repeat infringer policy whereby We will terminate this Agreement between You and Us if we
reasonably determine that You have infringed a copyright or otherwise violated the intellectual
property rights of other persons on two distinct occasions.
1.2.2.5 Sexually Explicit Content
You may not use the Website or any information or functionality available by or through the
Website to generate, upload, post, display, or transmit in any manner any written, graphic, or
other expression which is legally obscene; nor may You use the Site or any of its functionality to
generate, upload, post, display, or transmit in any manner any form of child pornography. You
may not use the Website or any information or functionality available by or through the Website
to generate, upload, post, display, or transmit in any manner any image or images of one or more
actual persons engaged in actual or simulated sexual intercourse, bestiality, masturbation, sadistic or
masochistic abuse, or lascivious exhibition of any person’s genitals or pubic area. With
respect to this use restriction, We may establish and enforce rules of decorum or enforce common
civility for the Website as We may determine in our sole discretion at any time without prior
notice or warning.
1.2.2.6 Interference with Operations
You may not use the Website or any information or functionality available by or through the
Website in any manner which interferes with the use by any other person or persons of any part
of the Website; nor may You alter or delete any information or content posted on or transmitted
to the Website or through any of its functionality by any person other than Yourself. You may not
access the Website or any of its functionality in any unauthorized manner, including without
limitation by spidering or other automated access, by accessing areas of the Website or by using
any of its functionality to which you are not entitled under this Agreement, by reverse engineering the
Website or any of its functionality, or by interfering with any of the hardware or software
which we use to operate the Website and its functionality. You may not use the Website or any
information or functionality available by or through the Website to originate, disseminate, activate, or
in any manner propagate any digital virus, Trojan horse, cookie, or other malware, to
initiate or perpetuate any sort of advertising, spam, or electronic transmission designed to attack
or disable the Website or any other website or Internet operation, or to interfere or attempt to
interfere with the ordinary and commonly-expected functioning of any part of the Internet or of
any digital computer or similar device, whether or not connected to or accessible through any
part of the Internet.
1.2.2.7 Similar Misconduct
You must—when visiting or using the Website or any information or functionality available by
or through the Website—refrain from all misconduct similar to the foregoing and from any other
unreasonable use of the Website or any information or functionality available by or through the
Website. With respect to this use restriction, We may establish and enforce such use rules for the
Website as We may determine in our sole discretion at any time without prior notice or warning.
2 Operator Rights and Authority
Our rights and authority in connection with Our operation and governance of the Website are
specified in this Article 2, and we have and retain the other rights specified elsewhere in this
Agreement.
2.1 Website Operation
We may exercise Our sound discretion and apply Our business and other judgment in the design,
marketing, operation, and maintenance of the Website and any information or functionality available by or
through the Website. We may alter, amend, or discontinue any portion of the Website
or its functionality in our sole discretion. We may, in our sole discretion, add or delete Website
functionality or expand or contract the range of services which we offer to You or to others.
2.1.1 Enforcement of Rules
In the course of operating the Website, we will, in Our sole discretion, formulate and publish
policies and make and enforce rules concerning the proper use of the Website and of any information or
functionality available by or through the Website. We hereby expressly reserve the
authority to implement Our policies and enforce Our rules by any reasonable means, including
revoking Your limited license, terminating this Agreement between You and Us, and prohibiting
You from any further use of the Website or the information or functionality available through the
Website.
2.1.2 Alteration of Rules
In order to reflect changes in the applicable law or for any other purpose, we may alter the rules,
terms, and conditions under which the Website may be used by You and others—altering the permissible use
policies and, where necessary, amending this Agreement under Section 3.4.2.
2.2 Extent and Limits of User Privacy
We hereby publish this Our privacy policy concerning the personally identifiable information
which We collect from You and the uses to which We will and will not put such information.
2.2.1 Privacy Policy
We do not collect personally identifiable information from anyone who browses the Website.
Your use of the Website does involve the storage of cookies on Your computer or other digital
device. These cookies help Us 1) to indicate when You must review and consent to an amendment of this
Agreement, 2) to simplify Your experience and expedite Your interaction with the
Website, and 3) to aggregate and collect information general information concerning use of the
Website, which information is not specific or identifiable to You user as collected and maintained
by Us.
We will share the foregoing information retained by Us with Our staff, agents, and attorneys as
reasonably required to conduct Our business and to operate the Website effectively, as well as
with advertising partners, contractors, and business associates of Our choosing who may offer
goods or services of interest to You, as permitted by law. We may share any personally-identifiable
information which we collect for any lawful purpose.
If You have provided us with personally-identifiable information, You may correct or update that
information by contacting Us through the “Contact Webmaster” email address on the Website and expressly
and prominently indicating that the message contains “PRIVACY POLICY INFORMATION CORRECTION.”
2.2.2 Modification of Privacy Policy
The foregoing privacy policy first became effective on April 15, 2017. We hereby expressly
reserve the right to change the privacy policy which governs the Website at any time in Our sole
discretion. If We do so, We will amend subsection 2.2.1 as necessary to fully and accurately state
the new terms of the policy. Subsection 2.2.1, as it may be amended from time to time, will thus
always represent the current privacy policy which applies to the Website, and this Section 2.2.2
will always indicate the date of its most recent amendment.
2.3 Operator Property
We retain all aspects of the Website and all of its content (other than comments posted by users)
as our intellectual property. The limited, revocable, and non-transferable license granted to You
by this Agreement transfers no ownership or other property interest to You or to anyone claiming
through You to any portion of the Website or to any of the digital equipment on or through which
the Website operates.
2.4 Liability
The provisions of this Agreement, particularly the terms of this Section 2.4 and all subsections
hereunder, allocate certain risks between You and Us and limit Our liability to You.
2.4.1 Right to Alter/Discontinue Website and Rules
We shall not be liable to You or to anyone claiming through You on account of Our exercise of
Our discretion as specified in Section 2.1 and in each of the subsections thereunder concerning
changes in Website operations or policies or concerning alteration or discontinuance of all or any
portions of the Website.
2.4.2 Assumption of Certain Risks
We do not guarantee or warrant to You the accuracy or completeness of any information or content contained
on or available by or through the Website. You agree that You rely on any information and functionality
available by or through the Website only at Your own risk, and You
understand and agree that errors may remain undetected or uncorrected at any time whatsoever.
We do not guarantee or warrant to You the compatibility of the Website or any of its functionality
with Your computer or other digital hardware, with Your software, or with the protocols properly
executed by Your hardware or software.
2.4.3 General Disclaimer of Warranties and Assumption of Risk
IN ORDER TO PROVIDE YOU WITH FREE BROWSING OF THE WEBSITE, WE ARE
UNABLE TO MAKE ANY WARRANTIES OR REPRESENTATIONS CONCERNING ANY
BENEFITS OR OPPORTUNITIES YOU MAY ENJOY FROM USING THE WEBSITE. WE
HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, AND
NONINFRINGEMENT. WE MAKE THE WEBSITE
AVAILABLE TO YOU “AS IS,” WITHOUT ANY WARRANTIES WHATSOEVER CONCERNING THE NATURE OR ACCURACY OF ANY
CONTENT OR MATERIAL ON THE WEBSITE (EITHER WHEN ORIGINALLY POSTED OR OVER THE PASSAGE OF TIME) AND
WITHOUT ANY OTHER REPRESENTATIONS OR GUARANTEES AT ALL. FURTHERMORE, WE MAKE NO REPRESENTATIONS,
WARRANTIES, OR GUARANTEES THAT
THE WEBSITE WILL BE ACCESSIBLE, SECURE, OR ERROR-FREE CONTINUOUSLY
AND WITHOUT INTERRUPTION.
IN THE EVENT OF ANY CONFLICT BETWEEN THIS SECTION 2.4.3 AND ANY OTHER
CLAIMS, REPRESENTATIONS, WARRANTIES, OR GUARANTEES WHICH YOU MAY
HAVE HEARD FROM US OR FROM OTHERS CONCERNING THE WEBSITE AND THE
INFORMATION AND FUNCTIONALITY PROVIDED BY OR THROUGH THE WEBSITE,
THE TERMS OF THIS SECTION 2.4.3 SHALL CONTROL, AND YOU AGREE TO DISCOUNT AND IGNORE ANY SUCH OTHER
MATTERS.
2.4.4 General Limitations of Liability
IN ORDER TO PROVIDE YOU WITH FREE BROWSING OF THE WEBSITE, WE MUST
LIMIT OUR LIABILITY FOR ANY CONDUCT, ACTS, OR OMISSIONS OCCURRING ON
OR IN CONNECTION WITH THE WEBSITE OR ANY INFORMATION OR FUNCTIONALITY PROVIDED BY OR THROUGH THE WEBSITE.
IN NO EVENT WILL WE BE
LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES,
INCLUDING ANY LOST PROFITS, EVEN IF YOU HAVE NOTIFIED US ABOUT SUCH
DAMAGES OR THE POSSIBILITY THEREOF, NOR SHALL WE BE LIABLE FOR ANY
CLAIMS BY THIRD PARTIES. THE LAWS OF SOME JURISDICTIONS MAY PROHIBIT A
PURPORTED DISCLAIMER OF CONSEQUENTIAL DAMAGES AND SO YOU SHOULD
CONSULT THE LAWS OF A PERTINENT JURISDICTION TO ASCERTAIN THE VALIDITY
OF SUCH A DISCLAIMER AS IS SET FORTH IN THIS AGREEMENT.
2.4.5 Force Majeure, Service Interruption, and Equipment Damage
We shall not be liable to You for the failure, as a result of force majeure or otherwise beyond our
reasonable control, of any component of the Internet or of the Website or any of its functionality,
for delays or interruptions of Website operations, or for the theft or inadvertent loss of computer
files, including without limitation information about You and other users of the Website. Nor
shall We be liable to You or to anyone else for any damage to any of your computers, other digital or
communications devices, or related equipment, or those of others, resulting from Your use
of the Website or any information or functionality available through the Website.
3 General Terms
The general operation, interpretation, enforcement, and duration of this Agreement are governed
by the terms of this Article 3, subject only to the more specific provisions of the preceding
Articles.
3.1 Parties
As a user of the Website, the provisions of this Section 3.1 and all of the subsections hereunder
specify and govern Your relationship with and obligations to Us.
3.1.1 Relationships
This Agreement does not create any partnership, joint venture, agency, franchise, or employment
relationship between You, or anyone claiming under You, and Us, or any of Our heirs, assigns,
officers, directors, managers, employees, agents, representatives, or shareholders. Other than Our
heirs, assigns, officers, director, managers, employees, agents, representatives, and shareholders,
there are no third-party beneficiaries to this Agreement. You acknowledge and stipulate that We
are not the agents, servants, or partners of any advertiser whose advertisements are published or
linked on the Website.
3.1.2 Assignment
You may not assign your rights under this Agreement to any other person without Our prior, written
consent. Absent extraordinary circumstances, we will refuse such consent in favor of termination of this
Agreement between You and Us and commencement of new Agreement between
Your proposed assignee and Us. We may assign our rights and obligations under this Agreement
as necessary to accomplish any sale, bulk transfer, merger, or acquisition or any other lawful
change in our business structure.
3.1.3 Notice
We will serve You with any general information necessary under this Agreement by
conspicuously posting information on the Website. We will serve You with any specific and/or
personal notices necessary under this Agreement by emailing them to You at the email address
which You gave Us for that purpose. You will use the “Contact Webmaster” link on the Website
to serve Us with any notice necessary under this Agreement. Any notice which You send to Us
by using the “Contact Webmaster” link of the Website must contain the term “FORMAL
NOTICE” in the subject line to be effective Notice served upon us, without regard to whether it
actually comes to our attention and when it does so. You and We consent to receive notices under
this Agreement by email or other electronic communication; and You promise Us that You will
monitor and read the email which is delivered to the inbox and spam box associated with each
email address which you have provided us, no less frequently than once each day.
3.2 Interpretation
The meaning of this Agreement and the application of its terms shall be governed by the provisions of this
Section 3.2 and all of the subsections hereunder, as well as the other applicable provisions of this
Agreement
3.2.1 Severability
If any provision of this Agreement is finally held by a tribunal of competent jurisdiction to be
invalid or unenforceable for any reason, including without limitation a change in the applicable
law, then the invalid or unenforceable provision shall be applied as reasonably modified, insofar
as such application is possible. Whether or not any particular invalid or unenforceable provision
may be reasonably modified and applied, the remainder of this Agreement shall remain in full
force and effect, and the allocations of risks specified in this Agreement shall be given the fullest
possible effect.
3.3 Enforcement
The Terms of this Section 3.3, and of all of the subsections hereunder, govern the application of
this Agreement between You and Us and the processing and resolution of disputes involving
Your use of the Website.
3.3.1 Litigation Between You and Us
The resolution of any dispute concerning the interpretation, application, or enforcement of this
Agreement shall be governed by the provision of this Section 3.3.1 and all subsections hereof.
3.3.1.1 Enforcement and Remedies
No failure by You or by Us to exercise any right or option under this Agreement or to enforce
any provision of this Agreement shall nullify any provision of this Agreement or operate as a
waiver of any of the failing Party’s rights to exercise options or to enforce any provision with
respect to similar or subsequent situations, disputes, or breaches. In any proceeding arising under
this Agreement, the tribunal shall defer, where appropriate, to Our reasonable business judgment.
In any proceeding we may bring against you for equitable relief related to the violation of our
intellectual property rights, and in view of the potentially rapid and corrosive harm that may be
caused should you violate our intellectual property rights, any temporary, preliminary, or
permanent injunctive relief granted to us that has the protection of our intellectual property rights
shall be entered without any requirement that a bond be posted. In any proceeding arising under
this Agreement, the court shall, in addition to any other proper award, decision, and order, award
to any and all persons who have substantially prevailed on the merits their reasonable costs and
legal expenses, including their reasonable attorneys’ fees.
3.3.1.2 Class Action Waiver
You hereby irrevocably waive, to the fullest extent permitted by applicable law, any right You
might otherwise have to join any of Your claims with those of others in the form of a class action
or any other similar procedure. You, and those claiming though You, agree to assert any claim
which You or they may have against Us, or or any of Our heirs, assigns, officers, director, managers,
employees, agents, representatives, and shareholders individually and not as a member of
a class or group.
3.3.2 Litigation by or Against Others
The terms of Section 3.3.1 and of each subsection thereunder also govern litigation involving Us
or Our heirs, assigns, officers, directors, managers, employees, agents, representatives, or
shareholders where You are not Our adversary but involve those claiming under You or for whom You
are responsible. The additional terms of this Section 3.3.2 and of each subsection hereunder govern
Your obligations to Us with respect to disputes, investigations, litigation, litigation, and other
proceedings where You are not Our adversary.
3.3.2.1 Hold Harmless Agreement
You hereby agree that You will hold and save Us, Our heirs, assigns, officers, directors, managers,
employees, agents, representatives, and shareholders harmless from any claim or liability or
from any reasonable settlement of any liability claim arising on account of Your use of the Website
or of any information or functionality provided by or through the Website and that You will
indemnify Us and each of the foregoing against any such judgment or settlement. You further
agree that, in connection with Our or the others’ defense against any such claim, you will pay the
reasonable attorneys’ fees generated by counsel of Our choosing., but that We will exercise
complete control, in our sole discretion, over the course of the litigation and over any litigation-related
decisions including without limitation those concerning settlement or continued litigation.
3.3.2.2 Cooperation
Upon Our request—and without any compensation to you, beyond reimbursement for your
reasonable out-of-pocket expenses as previously disclosed to us and approved by us, which shall
not include attorney’s fees incurred by You,—You shall cooperate with Us by 1) providing a
truthful written response to any inquiry we may make to you in connection with your use or and
knowledge about the operation of the Website, and/or the provision of any information, services,
or functionality by or through the Website or in connection with any conduct or communications
involving you which derive in whole or in part in any fashion from Your acquisition of
information from the Website ; 2) Your execution of any truthful written documents required by
any court or tribunal or reasonably required by Us in order to effect Your cooperation with Us, to
investigate into facts and circumstances, to defend Ourselves against allegations of misconduct,
to enforce this Agreement, or for any other lawful purpose; 3) Your production of any documents
or other things as required by a tribunal or as reasonably required by Us; and/or 4) Your
participation in any legal proceeding or portion of a legal proceeding arising under this
Agreement, from the operation of the Website, or from the provision of any of Our goods and/or
services, giving truthful testimony and providing documents or other tangible things, and/or
providing other truthful answers as required or as may be useful or convenient to Our defense in
trials, hearings, depositions, or interrogatories. For the purposes of this Section 3.3.2.2, the term
“legal proceeding” includes without limitation any matter enumerated in the final sentence of
subsection 3.3.2 as well as any otherwise permissible arbitration proceeding. Your obligations
under this Section shall continue for a period of six years after each time that You access the
Website.
3.4 Integration, Amendment, and Duration
The scope and coverage of this Agreement between You and Us, and the circumstances by which
it may be amended or terminated altogether are specified by this Section 3.4 and all of the Subsections
hereunder.
3.4.1 Entire Agreement
This written Agreement constitutes and memorializes the entire understanding and all of the
promises, warranties, and agreements between You and Us. Any and all prior or contemporaneous proposals,
understandings, expectations, agreements, promises, patterns of dealings, and
warranties are hereby merged into this writing, and none survives or is enforceable except as
contained in this Agreement.
3.4.2 Amendment
We may, from time to time amend this Agreement by altering the authoritative document reflecting this
Agreement appearing on the Website, which document will always prominently reflect
the date on which it was most recently modified. All amendments to this Agreement take effect
immediately upon posting on the Website; and by Your continued use of the Website or of any
information or functionality available by or through the Website, you consent to be bound by this
Agreement as amended. You expressly agree that you will review the authoritative document reflecting this
Agreement and check for changes each time you use the Website or any of the information or functionality
available by or through the Website. Through the use of a cookie which
We store on Your computer, You will be prompted to manifest Your assent to any amendment to
this Agreement which we have made since you last visited the Website; and You agree that You
will not alter that cookie or interfere with its functionality. If you do not consent to be bound by
this Agreement as amended under this Section, then Your limited license granted herein shall
then ipso facto thereby be revoked by such determination on Your part, and You must cease all
further use of the Website and of the information and functionality available by or through the
Website. You hereby agree to waive any claim for a refund or for damages resulting from any
amendment of this Agreement under this subsection.
3.4.3 Duration
This Agreement between You and Us, as it may be amended from time to time pursuant to Section 3.4.2, shall
persist so long as you continue to use the Website or any information or functionality provided by or
through the Website. Provided, however, that Your obligations to Us
under Section 3.3.2.2 shall continue for a period of six years after Your last access to Our
Website.
3.4.4 Termination
You may terminate this Agreement between You and Us at any time when You decide to discontinue all further
use of the Website and of any information or functionality provided by or
through the Website. We may terminate this Agreement if we decide, in our sole discretion, to
discontinue operating the Website in its present format. We may also terminate this Agreement
between You and Us for no cause whatsoever, freely and arbitrarily in our absolute discretion, or
for cause, on account of Your violation of any provision of this Agreement, including without
limitation the use restrictions specified in Section 1.2.2 and each Subsection thereunder and for
repeat copyright infringement under Section 1.2.2.4. In case of any such termination, the terms
of this Agreement concerning a) the warranties You have made to Us, b) the disclaimers of
Warranties and the limitation of liability contained in this Agreement, c) your cooperation with
Us, and d) the enforcement of this Agreement shall survive the termination and remain binding
upon You and Us. You similarly may terminate this Agreement freely and arbitrarily for no cause
or for cause, provided however that Your obligations to Us under Section 3.3.2.2 shall continue
for a period of six years after Your last access to Our Website.