AdultVI.com

Terms-of-Service Agreement

Last Modified: June 1, 2022

This terms-of-service agreement is a binding contract between you (“Client,” “you,” or “your”) and AV Tech Global, LLC (“Provider,” “we,” or “us”). This agreement governs your access to and use of the Services.

This agreement takes effect by accessing or using the Services (“Effective Date”). By accessing or using the Services you (a) acknowledge that you have read and understand this agreement; (b) state that you have the right, power, and authority to enter into this agreement and, if entering into this agreement for an organization, that you have the legal authority to bind that organization; and (c) accept this agreement and agree that you are legally bound by its terms.

If you do not accept these terms, you may not access or use the Services.

1. Definitions.

(a) “Authorized User” means Client and Client’s employees, consultants, contractors, and agents (i) who are authorized by Client to access and use the Services under the rights granted to Client under this agreement and (ii) for whom access to the Services has been bought under this agreement.

(b) “Client Account” means an account set up by Client with an ID and password that the Client and its Authorized Users use to access the Services.

(c) “Client Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is made available to Provider by Client or any other Authorized User through the Services.

(d) “Client Platform” means the website that Client operates and makes available to End Users.

(e) “Client’s System” means Client’s internal network and any software or databases used by Client to access the Service.

(f) “Data Protection Agreement” means an agreement between the parties about processing of personal data of End Users.

(g) “Documentation” means Provider’s end user documentation relating to the Services available at AdultVI.com.

(h) “End User” means a user of the Client Platform or other customer of Client.

(i) “Fault” means an error in the Service that causes it to fail to operate substantially in accordance with any Documentation provided by Provider to Client.

(j) “Normal Business Hours” means 9 am to 5 pm (Central Time) on a day that is not a Saturday, Sunday, or public or national holiday established by Kansas or federal law.

(k) “Provider IP” means the Services, the Documentation, and all intellectual property provided to Client or any other Authorized User with the preceding. Provider IP includes the Provider Marks, Aggregated Statistics, and any information, data, or other content derived from Provider’s monitoring of Client’s access to or use of the Services but does not include Client Data.

(l) “Provider Marks” means Provider’s proprietary trademarks, trade names, branding, or logos made available for use with the Services under this agreement.

(m) “Services” means the AdultVI content moderation services, including the AdultVI application programming interface, provided by Provider under this agreement that are detailed on Provider’s website available at AdultVI.com.

(n) “Subscription Period” means a period of 30 days calculated from the Effective Date.

(o) “Support Request” means a request made by Client for support regarding the Services, including the correction of a Fault.

(p) “Term” means initial Subscription Period and any Subscription Periods for which the agreement renews afterwards in accordance with section 13(a).

(q) “Virus” means any thing or device (including any software, code, file, or program) that may (i) prevent, impair, or otherwise adversely affect the operation of any computer software, hardware, or network, any telecommunications service, equipment, or network, or any other service or device; (ii) prevent, impair, or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering, or erasing the program or data in whole or part or otherwise); or (iii) adversely affect the user experience, including works, Trojan horses, viruses, and other similar things or devices.

2. Access and Use.

(a) Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms of this agreement, Provider hereby grants you a limited, revocable, nonexclusive, nontransferable, nonsublicensable license during the Term to: (i) use the Services solely for your internal business operations by Authorized Users in accordance with the terms of this agreement, including for moderating End User content; and (ii) display certain Provider Marks in compliance with usage guidelines that we may specify from time to time solely with using the Services and not for the advertising, promotion, distribution, or sale of any other products or services. Provider shall provide you any necessary passwords and access credentials to allow you to access the Services.

(b) Documentation License. Subject to this agreement, Provider hereby grants you a nonexclusive, nonsublicensable, nontransferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes with use of the Services.

(c) Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Services, any software component of the Services, Documentation, or Provider IP for any purposes beyond the scope of the access granted in this agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services, any software component of the Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation except as expressly permitted under this agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any law, regulation, or rule; (vi) combine or integrate the Services with any software, technology, services, or materials not authorized by Provider; (vii) design or permit Client’s System or the Client Platform to disable, override, or otherwise interfere with any Provider-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (viii) attempt to cloak or conceal your identity or the identity of Client’s System or the Client Platform when requesting authorization to use the Services; or (ix) access, store, distribute, or transmit any Virus through the Services.

(d) Aggregated Statistics. Despite anything to the contrary in this agreement, Provider may monitor Client’s use of the Services and collect and compile data and information related to Client’s use of the Services to be used by Provider in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between Provider and Client, all interest in Aggregated Statistics, and all intellectual property rights in it, belong to and are retained solely by Provider. You acknowledge that Provider may compile Aggregated Statistics based on Client Data input into the Services. Provider may (i) make Aggregated Statistics publicly available in compliance with law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under law, on condition that those Aggregated Statistics do not identify Client or Client’s Confidential Information.

(e) Reservation of Rights. Provider reserves all rights not expressly granted to Client in this agreement. Except for the limited rights and licenses expressly granted under this agreement, nothing in this agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any nonparty any intellectual property rights or other interest in the Provider IP.

(f) Suspension. Despite anything to the contrary in this agreement, Provider may temporarily suspend Client’s and any other Authorized User’s access to any part or all the Services, without giving advance notice to Client, if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Client’s or any other Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other client or vendor of Provider; (C) Client or any other Authorized User is using the Provider IP for fraudulent or illegal activities or Client is otherwise guilty of any fraud or dishonesty or actions in any manner that, in Provider’s opinion, brings or is likely to bring Provider into disrepute or is materially adverse to Provider’s interests; (D) subject to law, Client has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Provider’s provision of the Services to Client or any other Authorized User is prohibited by law; (F) Client is in material or persistent breach of any of the terms of the agreement, including, but not limited to, sections 2(c), 3(e), or 6; or (G) Client is in breach of law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Client to access the Services; or (iii) in accordance with section 5 (each suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use reasonable efforts to notify Client of any Service Suspension and to provide updates regarding resumption of access to the Services after any Service Suspension. Provider shall use reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Provider will not be liable for any damage, liabilities, losses (including any loss of profits), or any other consequences that Client or any other Authorized User might incur as a result of a Service Suspension.

3. Client Responsibilities.

(a) Acceptable Use Policy. The Services must not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set out in Provider’s acceptable use policy (“AUP”) located at https://adultvi.com/acceptableuse.html, as may be amended from time to time. You shall comply with all terms of this agreement; all laws, rules, and regulations; and all guidelines, standards, and requirements that may be posted on AdultVI.com from time to time, including the AUP.

(b) Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether that access or use is permitted by or in violation of this agreement. Without limiting the generality of the preceding, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this agreement if taken by you will be deemed a breach of this agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this agreement’s provisions as applicable to that Authorized User’s use of the Services and shall cause Authorized Users to comply with those provisions.

(c) Client Data. You hereby grant Provider a nonexclusive, worldwide license to access, use, and store the Client Data and perform all acts as to the Client Data as might be necessary for Provider to provide the Services to you, including for analyzing the Client Data in accordance with the Services functionality, and a nonexclusive, perpetual, irrevocable, worldwide license to reproduce, distribute, modify, and otherwise use and display Client Data incorporated within the Aggregated Statistics. You state that you have the necessary interest and consent, in each case as necessary to allow Provider to use the Client Data in accordance with this agreement. You shall ensure that Client Data and any Authorized User’s use of Client Data will not violate any policy or terms referenced in or incorporated into this agreement or any law. You should maintain a backup of Client Data and Provider will not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure, or failure to store any Client Data. You are solely responsible for the development, content, operation, maintenance, and use of Client Data.

(d) Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You shall not sell or transfer them to any other person or entity. You shall promptly notify us about any unauthorized access to your passwords or access credentials.

(e) Client Platform. You shall monitor the use of the Client Platform for any activity that violates laws, rules, and regulations or any terms of this agreement or the AUP, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of the Client Platform from further use of the Client Platform. You shall provide a resource for users of the Client Platform to report abuse of the Client Platform. As between you and us, you are responsible for all acts and omissions of End Users with the Client Platform and their use of the Services, if any. You are solely responsible for posting any privacy notices and obtaining any consents from End Users required under laws, rules, and regulations for their use of the Client Platform. All use by you of the Provider Marks, if any, will comply with any usage guidelines that we may specify from time to time. You acknowledge that your use of the Provider Marks with this agreement will not create any interest in the Provider Marks in favor of you, and all goodwill associated with the use of the Provider Marks will inure to Provider’s benefit. You state that the Client Platform (or any other part of your business) is not illegal, fraudulent, or related to the promotion or distribution of: drugs and other illegal substances; weapons; counterfeit goods; child pornography or child sexual abuse material; obscene content; prostitution services; or any unlawful, harmful, threatening, defamatory, inflammatory, violent, obscene, infringing, harassing, or racially or ethnically offensive content.

4. Availability and Support.

(a) Provider shall use reasonable efforts to make the Services available with an uptime rate of

(i) 99.7% during Normal Business Hours; and

(ii) 99.3% outside of Normal Business Hours, except for planned maintenance for which at least 24 hours’ notice will be given and unscheduled maintenance during Normal Business Hours or otherwise, for which Provider shall use reasonable efforts to give you advance notice.

(b) Provider shall use reasonable efforts to provide a level of support by email that is appropriate to the nature of any issues requiring support during Normal Business Hours. You shall provide all support reasonably required by Provider to perform its obligations under this section 4, including providing reasonably detailed descriptions of issues and updates on the performance of the Services.

(c) Provider shall, during the Term, provide support services in accordance with the service levels (“Support Services”).

(d) You may request Support Services by submitting a Support Request to support@adultvi.com or any other email address notified to you by Provider from time to time.

(e) Each Support Request must include a description of the problem and the start time of the incident or the time when you became aware of the incident.

(f) You shall provide Provider with:

(i) prompt notice of any Faults;

(ii) those output and other data, documents, information, help, and (subject to compliance with all of Client’s security and encryption requirements notified to Provider in writing) remote access to the Client’s System as are reasonably necessary to assist Provider to reproduce operating conditions similar to those present when you detected the relevant Fault and to respond to the relevant Support Request; and

(iii) any other reasonable information or help as Provider may require for assessing and resolving Support Requests.

(g) Faults reported during Normal Business Hours will be acknowledged within two hours of that notification. Faults reported outside of Normal Business Hours will be acknowledged within two hours of Normal Business Hours resuming.

(h) You acknowledge that Provider may subcontract the performance of the Support Services to any nonparty, on condition that Provider shall remain responsible for the performance of the Support Services and will be liable for the acts and omissions of its subcontractors as if they were the acts and omissions of Provider.

(i) Provider shall:

(i) prioritize all Support Requests based on its reasonable assessment of the severity level of the problem reported; and

(ii) respond to all Support Requests in accordance with the responses and response times specified in the table set out below:

Severity level of Fault Definition Service level response and response time
1

Business Critical Failures:

An error in, or failure of, the Services that:

(a) materially impacts the operations of the Client’s business or marketability of its service or product;

(b) prevents necessary work from being done; or

(c) disables major functions of the Services from being performed.

Level 1 Response:

Prompt acknowledgment of receipt of a Support Request.

Level 2 Response:

Provider shall use reasonable efforts to restore the Services to a state that allows the Client to continue to use all functions of the Services in all material respects within eight hours after the Level 1 Response time has elapsed.

2

System Fault with Workaround:

(a) a critical error in the Services for which a workaround exists; or

(b) a non-critical error in the Services that affects the operations of the Client’s business or marketability of its service or product.

Provider shall, within 24 hours of receiving the Support Request, use reasonable efforts to provide an emergency fix or workaround, which allows the Client to continue to use all functions of the Services in all material respects.

3

Minor Error:

An isolated or minor error in the Services that:

(a) does not significantly affect the Services’ functionality;

(b) may disable only certain nonessential functions; or

(c) does not materially impact the Client’s business performance.

Provider shall use reasonable efforts to provide a permanent remedy to any Fault within a reasonable time.


(j) Provider is not obligated to provide the Support Services where Faults arise from:

(i) any improper use, misuse, or unauthorized alteration of the Services by the Client;

(ii) any use of the Services by the Client in a manner inconsistent with the then-current Documentation provided to the Client; or

(iii) the unavailability of any nonparty database or service.

5. Fees and Payment. Client shall pay Provider the fees as described on AdultVI.com (“Fees”) within 30 days from the invoice date without offset or deduction. Client shall make all payments in US dollars on or before the due date. If Client fails to make any payment when due, without limiting Provider’s other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of 1.5% a month calculated daily and compounded monthly or, if lower, the highest rate permitted under law; (ii) Client shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including legal fees, court costs, and collection agency fees; and (iii) if that failure continues for 30 days or more, Provider may suspend, in accordance with section 2(f), Client’s and all other Authorized Users’ access to any part or all the Services until those amounts are paid in full. All Fees and other amounts payable by Client under this agreement are exclusive of taxes and similar assessments. Client is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges imposed by any governmental or regulatory authority on any amounts payable by Client under this agreement, other than any taxes imposed on Provider’s income.

6. Confidential Information. From time to time during the Term, Provider and Client may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a nonconfidential basis from a nonparty; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations under this agreement and who are required to protect the Confidential Information in a manner no less stringent than required under this agreement. Despite the preceding, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with law, on condition that the party making the disclosure under the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this agreement, including to make required court filings. Each party’s obligations of nondisclosure regarding Confidential Information are effective from the date that Confidential Information is first disclosed to the receiving party and will expire five years afterwards, except that as to any Confidential Information that constitutes a trade secret (as determined under law), those obligations of nondisclosure will survive the termination of this agreement for as long as that Confidential Information remains subject to trade secret protection under law.

7. Data Protection. If Provider processes any personal data for Client as a processor or subprocessor as a result of storing the Client Data or otherwise as a result of Client’s use of the Services, it shall do so in accordance with the Data Processing Agreement (“DPA”). For purposes of this section 7, the terms “controller,” “processor,” “data subject,” “personal data,” and “process” will have the same meaning as set out in Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons regarding the processing of personal data and on the free movement of that data.

8. Privacy Policy. Provider complies with its privacy policy available at https://adultvi.com/privacy.html (“Privacy Policy”), in providing the Services. The Privacy Policy is subject to change as described in it. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us for your information in compliance with the then-current version of our Privacy Policy.

9. Intellectual Property Ownership; Feedback.

(a) As between you and us, (i) we own all interest, including all intellectual property rights, in the Services and the Provider Marks and (ii) you own all necessary interest, including all intellectual property rights, in Client Data.

(b) You shall use reasonable efforts to safeguard the Provider IP from infringement, misappropriation, theft, misuse, or unauthorized access. You shall promptly notify us if you become aware of any infringement of any intellectual property rights in the Services and Provider Marks and shall fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights.

(c) Provider may use your name, logo, and related trademarks in any of Provider’s publicity or marketing materials (whether in printed or electronic form) to highlight that you use the Services and alongside any testimonials that you have agreed to give. You hereby grant Provider those rights as are necessary to use your name, logo, related trademarks, and testimonials for this section 9(c).

(d) If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating to it, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use that Feedback irrespective of any other obligation or limitation between you and us governing that Feedback. All Feedback is and will be treated as nonconfidential. You hereby assign us for you, and shall cause your employees, contractors, and agents to assign, all interest in, and we are free to use, without any attribution or compensation to you or any nonparty, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose, although we are not required to use any Feedback.

10. Limited Warranty and Warranty Disclaimers.

(a) Provider Limited Warranty. Provider states that it will make the Services available as set out in section 4(a), and Client’s sole remedy, and Provider’s sole liability, for any failure by Provider to provide the Services in accordance with section 4(a) is for Provider to use reasonable efforts to repair the affected part of the Services so that it is available in accordance with section 4(a).

(b) Client Limited Warranty. You state that both the Client Data and your use of the Services are in compliance with the AUP.

(c) Except for the limited warranty set out in section 10(a), the Services are provided “as is” and Provider is not making any warranties, whether express, implied, statutory, or otherwise. Provider is not making any implied warranty of merchantability, fitness for a particular purpose, title, and noninfringement, and is not making any warranty arising from course of dealing, usage, or trade practice. Provider is not making any warranty that the Services, or any products or results of using the Services, will meet your or any other person’s or entity’s requirements, operate without interruption, achieve any intended result, be compatible or work with any of your or any nonparty’s software, system, or other services, or be secure, accurate, complete, free of harmful code, or error-free, or that any errors or defects can or will be corrected.

11. Indemnification.

(a) Provider Indemnification.

(i) Provider shall indemnify Client against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses, including reasonable legal fees (“Losses”), incurred by Client resulting from any nonparty claim, suit, action, or proceeding (“Nonparty Claim”) that the Services, or any use of the Services in accordance with this agreement, infringes or misappropriates that nonparty’s US intellectual property rights, on condition that Client promptly notifies Provider in writing of the Nonparty Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of that Nonparty Claim.

(ii) If such a Nonparty Claim is made or Provider reasonably anticipates that a Nonparty Claim will be made, Client shall permit Provider, at Provider’s sole discretion, to (A) modify or replace the Services, or component or part of it, to make it non-infringing; or (B) obtain the right for Client to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this agreement, in its entirety or for the affected component or part, effective immediately on written notice to Client. This section 11(a)(ii) sets out your sole remedies and our sole liability and obligation for any actual, threatened, or alleged Nonparty Claims that the Services infringe, misappropriate, or otherwise violate any intellectual property rights of any nonparty.

(iii) This section 11(a) will not apply if any such Nonparty Claim arises from Client Data.

(b) Client Indemnification. Client shall indemnify Provider and its officers, managers, members, employees, agents, affiliates, successors, and assigns against all Losses arising from or relating to any Nonparty Claim (including any claim brought by an End User) (i) that the Client Data, or any use of the Client Data in accordance with this agreement, infringes or misappropriates that nonparty’s intellectual property rights; or (ii) based on Client’s or any Authorized User’s negligence or willful misconduct or use of the Services in a manner not authorized by this agreement, on condition that Client shall not settle any Nonparty Claim against Provider unless Provider consents to that settlement, and further on condition that Provider may, at its option, defend itself against any such Nonparty Claim or to participate in the defense of it by counsel of its own choice.

12. Limitations of Liability. In no event will Provider be liable under or with this agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise, for any: (a) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (b) increased costs, diminution in value or lost business, production, revenues, or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay or recovery of any data, or breach of data or system security; or (e) cost of replacement goods or services, in each case regardless of whether Provider was advised of the possibility of those losses or damages or those losses or damages were otherwise foreseeable. Despite the preceding, nothing in this agreement excludes or limits Provider’s liability for death or personal injury caused by Provider’s negligence, or for fraud or fraudulent misrepresentation. In no event will Provider’s aggregate liability arising out of or related to this agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise exceed the total amounts paid to Provider under this agreement in the three-month period preceding the event giving rise to the claim. The exclusions and limitations in this section 12 do not apply to the parties’ obligations under section 11.

13. Term and Termination.

(a) Term. The Term of this agreement begins on the Effective Date and continues for the Subscription Period. The initial Subscription Period will automatically extend for a further Subscription Period at the end of the initial Subscription Period and at the end of each Subscription Period afterwards, unless earlier terminated under this agreement’s express provisions or either party gives written notice to the other party to terminate the agreement at the end of the then-current Subscription Period, that notice to be given no later than 30 days before the expiration of the then-current Subscription Period.

(b) Termination. In addition to any other express termination right set out in this agreement:

(i) Provider may terminate this agreement, for any reason on 30 days’ advance notice;

(ii) you may terminate this agreement for any reason on 30 days’ advance notice;

(iii) Provider may terminate this agreement, effective on written notice to you, if you: (A) infringe the Provider IP in the Services; (B) is in breach of sections 2(c), 3(e), or 6; (C) is in breach of any law; or (D) has not used the Services continuously for four months;

(iv) either party may terminate this agreement, effective on written notice to the other party, if the other party materially breaches this agreement, and that breach: (A) is not amendable to cure; or (B) amendable to cure, remains uncured 30 days after the nonbreaching party notifies the breaching party of that breach; or

(v) either party may terminate this agreement, effective immediately on written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material part of its property or business.

(c) Effect of Termination. On termination of this agreement, Client shall immediately stop using the Provider IP and each party shall return to the other party or (at the other party’s request) destroy, and make no further use of, any Confidential Information (and all copies of it) belonging to the other party (except that each party may retain documents and materials containing Confidential Information if required by law or any governmental or regulatory authority). Provider shall permit Client to download any Client Data from the Services for 14 days after termination of the agreement. Afterwards, Provider may: (i) delete any Client Data at any time; (ii) retain Client Data on termination of the Agreement to comply with law, or as Provider may consider necessary to prosecute or defend any legal claim (in which case Provider may retain Client Data for a reasonable period pending resolution of that obligation or issue), in each case subject to the DPA. No termination of this agreement will affect Client’s obligation to pay all Fees that might have become due before that termination or entitle Client to any refund.

14. Changes to the Services. Client recognizes that Provider is always innovating and finding ways to improve the Services with new features and services. Client acknowledges that the Services might change from time to time and that Provider is not making any warranty, representation, or other commitment regarding the continuity of any functionality of the Services.

15. Modifications. We may modify this agreement from time to time. Modified terms become effective on posting. We will notify you of modifications through direct email communication. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.

16. Export Regulation. The Services use software and technology that might be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, reexport, or release the Services or the software or technology included in the Services to—or make the Services or the software or technology included in the Services accessible from—any jurisdiction or country to which export, reexport, or release is prohibited by law, regulation, or rule. You shall comply with all federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), before exporting, reexporting, releasing, or otherwise making the Services or the software or technology included in the Services available outside the US.

17. Governing Law and Jurisdiction. Kansas law governs all adversarial proceedings arising out of this agreement or use of the Services. As the exclusive means of bringing adversarial proceedings to resolve any dispute arising out of this agreement or the subject matter of this agreement, a party may bring such a proceeding in the United States District Court for the District of Kansas or in a state court of Kansas. Each party acknowledges that those courts would be a convenient forum. The prevailing party will recover from the other party, besides any other relief awarded, all expenses that the prevailing party incurs in that adversarial proceeding (including any appeals), including legal fees and expenses. Each party hereby waives its right to a trial by jury in any adversarial proceedings arising out of this agreement.

18. Miscellaneous. This agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all other agreements, whether written or oral, between the parties. Any notices to us must be sent to our corporate headquarters address available at AdultVI.com and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given on receipt by us. The invalidity, illegality, or unenforceability of any provision in this agreement does not affect any other provision in it or the validity, legality, or enforceability of that provision in any other jurisdiction. No waiver by us under this agreement will be effective unless it is in writing and signed by us. A waiver by us granted on one occasion will not operate as a waiver on other occasions. This agreement is personal to you. You shall not transfer to any other person, other than by will or intestate succession, (1) any discretion granted under this agreement, (2) any right to satisfy a condition under this agreement, (3) any remedy under this agreement, or (4) any obligation imposed under this agreement. Any purported transfer in violation of the preceding will be void.

19. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 to resolve a complaint regarding the Services or to receive further information regarding use of the Services.