Representations and Warranties
A. As to PornStarGuru.com:
PornStarGuru.com represents and warrants that it has the authority to enter into this Agreement.
B. As to User:
User represents and warrants that it has full power and authority to enter into this Agreement and that the technology used by User in connection with this Agreement are owned or legally licensed for use by the User.
Non-Liability of PornStarGuru.com
PornStarGuru.com does not warrant or represent that the Intellectual Property will meet all or any of User's needs or requirements, or that performance of PornStarGuru.com's Intellectual Property will be uninterrupted or error free. PornStarGuru.com is not responsible for any content provided by third parties, including advertisers, or for any third party sites that can be linked to/from the Intellectual Property.
During the term of this Agreement, User may have access to certain non-public information of PornStarGuru.com, which information a reasonable person would consider confidential or which is marked as "confidential" or "proprietary" by PornStarGuru.com, collectively "Confidential Information". This Confidential Information does not include information that is generally in the public domain. User agrees not to disclose any Confidential Information to any third parties or to use any Confidential Information for any purposes except to carry out its obligations under this Agreement. User shall take every effort to keep such Confidential Information confidential, using the same degree of care User uses to protect its own confidential information, as long as it uses at least reasonable care. Each party acknowledges and agrees that due to the unique nature of the Confidential Information, any such breach may allow one party or third parties to unfairly compete with the other party resulting in great harm to non-breaching party. All subscribers to PornStarGuru.com free services allow and authorize PornStarGuru.com, its associates, affiliates, and any organization that PornStarGuru.com is involved with, the right to use your valid email address for marketing programs or for any other reason PornStarGuru.com deems necessary or appropriate.
You also authorize PornStarGuru.com, its associates, affiliates, and any organization that PornStarGuru.com is involved with, the right to sell your valid email address to any persons or companies willing to purchase the valid email address. Note that PornStarGuru.com right to sell user information does not necessarily imply that user information is sold.
User shall indemnify, defend and hold PornStarGuru.com harmless (including PornStarGuru.com's legal and expert fees) against any and all damages, claims and awards brought or assessed against PornStarGuru.com, resulting from a breach of any warranty, representation or covenant made by User under this Agreement; or arising from any action against PornStarGuru.com arising from User's use or display of PornStarGuru.com's Intellectual Property or arising from any breach by User of any of the provisions or requirements of this Agreement, provided that PornStarGuru.com promptly notifies User in writing of any such claim and promptly tenders the control of the defense and settlement of any such claim to User at User's expense and with User's choice of counsel. PornStarGuru.com shall cooperate with User, at User's expense, in defending or settling such claim. User will not enter into any settlement or compromise of any such claim without PornStarGuru.com's prior consent, which shall not be unreasonably withheld.
Limitation of PornStarGuru.com's Liability
PornStarGuru.com shall not be liable hereunder by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of PornStarGuru.com.
The term of this Agreement shall commence on the date PornStarGuru.com sells User a product (membership) and shall continue in force thereafter, unless earlier terminated as provided herein. If User breaches this Agreement, or if User engages in any action that, in PornStarGuru.com's sole discretion, reflects poorly on PornStarGuru.com or its trademarks, service marks, trade name or reputation, PornStarGuru.com may terminate the Agreement immediately upon notice to User. Either party may terminate this Agreement on thirty (30) days written notice to the other party for any reason. Upon the termination of this Agreement for any reason, all license rights granted herein shall terminate immediately, and User shall immediately cease use of the Intellectual Property and of all PornStarGuru.com's trademarks, service marks and trade names incorporated in the Intellectual Property.
Changes to Agreement
PornStarGuru.com may change this Agreement at any time upon publishing a notice in PornStarGuru.com. Any use of the Intellectual Property after such notice shall be deemed to be continued acceptance of this Agreement including its amendments and modifications.
PornStarGuru.com may assign its rights or delegate its obligations under this Agreement without User's prior written consent, as long as the assignee expressly assumes in writing the performance of all of the terms of this Agreement.
Relationship of Parties
This Agreement shall not be construed to create a joint venture or partnership between the parties. Neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.
This Agreement constitutes the entire understanding between the parties with respect to the subject matter and supersedes all previous agreements, written or oral, between User and PornStarGuru.com. If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement.
The terms or covenants of this Agreement may be waived only by a written instrument executed by the party waiving compliance. The failure of either party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in anyone or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant contained in this Agreement.