IF YOU DO NOT AGREE TO THE TERMS OF THIS End User License Agreement DO NOT INSTALL OR USE THE SOFTWARE.
I. LIMITED USE LICENSE
You agree that the software and all licensed materials it might contain are licensed, not sold to you. You agree that the software and its content, including the whole website, belong to 123Merge, including all intellectual and proprietary rights, unless otherwise specified. 123Merge retains all right, title and interest in and to the software and its content at all times, and regardless of the form or media in or on which the original or other copies may subsequently exist. Any suggestions, ideas or inventions that you voluntarily and optionally disclose to us through any means will be used, or not used, by 123Merge at 123Merge’s sole discretion; and, 123Merge will have no obligation to you regarding any ideas or inventions that you disclose through such means.
2. By entering into this Agreement and creating an Account, you represent that you are an adult and have the legal capacity to enter into a contract in the jurisdiction where you reside and be over the age of 18 or the legal age as defined by your country or state of residence. You further agree that you are entirely liable for all activities conducted through your Account, and are responsible for ensuring that no person under the age of 18 or the legal age as defined by your country or state of residence uses the Product.
THE SITE AND THE PRODUCT ARE NOT DIRECTED AT CHILDREN UNDER 18 YEARS OF AGE, NOR DOES 123MERGE OR MYARGIRLS.COM KNOWINGLY COLLECT INFORMATION FROM CHILDREN UNDER 18. IF YOU ARE UNDER 18, PLEASE DO NOT USE THE PRODUCT NOR SUBMIT ANY PERSONALLY IDENTIFIABLE INFORMATION TO TOTEM ENTERTAINMENT.
III. ADDITIONAL LICENSE LIMITATIONS
The limited license granted to you in Section I is subject to the additional limitations set forth below in this Section III. Any use of the Software in violation of the license limitations set forth below is an unauthorized use of the Software outside of the license granted to you in Section I, and will be regarded as an infringement of the copyrights 123Merge holds in and to the Software and the Product. You agree that you will not, under any circumstances:
1. Sell, lease, rent, loan or otherwise transfer the Software, or grant a security interest in or transfer reproductions of the Software or the Product, to a third party;
2. Copy, reproduce, translate, reverse engineer, decompile, derive source code from, or disassemble, in whole or in part, the Software or the Product, or create derivative works based on the Product.
3. Modify or cause to be modified any files that are part of the Software in any way not expressly authorized by 123Merge;
4. Modify or cause to be modified any files that are part of the Software in any way not expressly authorized by 123Merge;
5. Use any unauthorized third-party programs that interact with the Software in any way, or that intercept, emulate or redirect any communication between the Software and 123Merge, unless expressly authorized by 123Merge;
1. All rights and title in and to the Software and the Product, and all content included therein (including, without limitation, accounts, computer code, photo, audio and video content) are owned by 123Merge or its licensors. The Software and the Product and all content therein are protected by United States and other international intellectual property laws. 123Merge and its licensors reserve all rights in connection with the Software and the Product, including, without limitation, the exclusive right to create derivative works therefrom, and you agree that you will not create any work of authorship based on the Product except as expressly permitted by 123Merge.
2. Notwithstanding the above, 123Merge gives you a limited license to use certain 123Merge proprietary material such as model’s pictures and bios to be used on blogs, on forums, blogs or fan sites as long as you have no interest, monetary or otherwise, in publishing such content. Please contact info@123Merge.com to receive authorization prior to any publication of copyrighted material.
3. If you have a valid, active Account, you may purchase a membership consisting of a 3 day, one month or one year time period (“Membership”) used to license Product Content that can be downloaded and watched while using the Product. Membership can be purchased online through the on-Membership section.
Memberships are sold or issued in bundles and the price may vary depending on the time period you purchased. Price and availability of Memberships are subject to change without notice.
You are solely responsible for verifying that the proper amount of Membership has been added to your Account during any given transaction, so please notify 123Merge immediately should you believe that a mistake has been made with respect to your Credit balance. 123Merge will investigate your claim, and in doing so, may request some additional information and/or documentation to verify your claim. 123Merge will let you know the results of the investigation, however, you acknowledge and agree that 123Merge has sole and absolute discretion in determining whether or not your claim is valid, and if so, the appropriate remedy.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE MEMBERSHIP SYSTEM HAS NO MONETARY VALUE AND CANNOT BE REDEEMED FOR CASH. NO REFUNDS WILL BE MADE FOR THE PURCHASE OF MEMBERSHIP.
4. When using the Product, you may use your Memberships to get content associated with your Account, including, without limitation, Videos (“Product Content”) that reside on servers operated by 123Merge as data. You acknowledge and agree that you shall have no ownership or other property interest in any of the Product Content but a limited, non-exclusive, non-transferable license to download and watch the Product Content associated with the membership. 123Merge does not provide or guarantee, and expressly disclaims any value, cash or otherwise, attributed to any data residing on servers operated by 123Merge, including without limitation the Product Content associated with your Account.
5. For all aspects of the Product that require you to pay a fee, you agree that you will provide accurate and complete payment information to the third-party payment provider used by 123Merge. You further agree to pay all fees and applicable taxes incurred by you or anyone using an Account registered to you. 123Merge may revise the pricing for the Product or any item associated therewith at any time. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes due and payable. 123Merge may, from time to time, modify, amend, or supplement its fees and fee-billing methods, and such changes shall be effective immediately upon posting in this Agreement or elsewhere on the Site or in the Product.
YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES FOR FEE-BASED SERVICES (INCLUDING WITHOUT LIMITATION MEMBERSHIPS) ARE PAYABLE IN ADVANCE AND NOT REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORISED CHARGES.
V. ACCOUNT INFORMATION
1. You will be requested to provide additional information in order to complete a purchase, such as your name, full address, credit card information or other payment information as appropriate to the selected payment method. 123Merge solely relies on third party payment providers for purchases and do not store any credit card information.
2. In creating an Account, you will select a unique username and password, which you will use each time you access the Product. You may not share your Account with anyone other than as expressly set forth herein, and you are entirely responsible for maintaining the confidentiality of your username and password and for any and all activities (including purchases and charges, as applicable) that are conducted through your Account. Please notify 123Merge immediately if you become aware of any breach of security, including any loss, theft or unauthorized disclosure of your username and password.
3. The Account supplied to you is personal to you, and 123Merge does not recognize and expressly forbids the transfer of user Accounts. You shall not purchase, sell, gift or trade any Account, or make any such offer, and any attempt shall be null and void. Any distribution by you of your Account and/or your username and password (except as expressly provided herein or otherwise explicitly approved of by 123Merge) may result in suspension or termination of your Account.
4. Suspension/Termination: Both 123Merge.com and Myargirls.com RESERVES THE RIGHT TO SUSPEND, TERMINATE, MODIFY OR DELETE YOUR ACCOUNT AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE TO YOU, AND WITH NO LIABILITY OF ANY KIND TO YOU. Accounts terminated by 123Merge and/or Myargirls.com shall not be reinstated under any conditions whatsoever By You. You may terminate your Account at any time, for any reason or no reason, by contacting 123Merge.com.
VI. USER CONTENT
1. 123Merge does not, and cannot, pre-screen or monitor all Content. However, its representatives may monitor and/or record your communications (including, without limitation, the creation of Private Messages and Forum postings) when you are using the Product or the Site, and you hereby provide your irrevocable consent to such monitoring and recording. You acknowledge and agree that you have no expectation of privacy concerning the submission of any Content. 123Merge does not assume any responsibility or liability for Content that is generated by users of the Site and/or Product. 123Merge has the right but not the obligation, in its sole discretion, to edit, refuse to post, or remove any Content. Furthermore, 123Merge also reserves the right, at all times and in its sole discretion, to disclose any Content for any reason, including, without limitation (i) to satisfy any applicable law, regulation, legal process or governmental request; (ii) to enforce the terms of this Agreement or any other agreement; (iii) to protect the legal rights and remedies of 123Merge; (iv) where someone’s health or safety may be threatened; (v) to report a crime or other offensive behavior. Please take care to not provide any personally identifiable information in the Forums and to abide by the Code of Conduct, understanding that you do not have an expectation of privacy in the Content you provide in Private Messages or Forums, and that members of 123Merge and the Community, outside of those you chat directly with, might have access to the information in the Private Messages or the Forums at any time.
2. If you have a valid and active Account, and 123Merge.com provides Private Messaging and or Forum Postings, then you may post communications and other content to the “forum” section of the Site or Product (the “Forums”). You agree to abide by the Code of Conduct while participating in the Forums. You understand that much of the information included in the Forums is from other users who are not employed by or under the control of 123Merge. You further acknowledge that a large volume of information is available in the Forums and that people participating in such Forums may occasionally post messages or make statements, whether intentionally or unintentionally, that are inaccurate, misleading, deceptive, abusive or even unlawful. 123Merge will neither endorses nor is responsible for any such messages or statements, or for any opinion, advice, information or other utterance made or displayed in the Forums by you or the other users. The opinions expressed in the Forums reflect solely the opinions of you and/or the other users and may not reflect the opinions of 123Merge. 123Merge is not responsible for any errors or omissions in postings, for hyperlinks embedded in messages or for any results obtained from the use of the information contained in the Forums. Under no circumstances will 123Merge be liable for any loss or damage caused by your reliance on the information in the Forums or your use of the Forums. You should be aware that, when you disclose information about yourself in a Forum, the information is being made publicly available and may be collected and used by other users. When you disclose any information in a Forum, you do so at your own risk. 123Merge reserves the right to, but has no obligation to, monitor the Forums, or any postings or other materials that you or other players transmit or post on the Forums, to alter or remove any such materials, and to disclose such materials and the circumstances surrounding their transmission to any third party in order to operate the Site properly or to comply with legal obligations or governmental requests.
VII. CODE OF CONDUCT
While using the Software and using the Product, you agree to comply with all applicable laws, rules and regulations. You also agree to comply with certain additional rules that govern your use of the Product (the “Code of Conduct”). The Code of Conduct is not meant to be exhaustive, and 123Merge reserves the right to modify this Code of Conduct at any time, as well as take any appropriate disciplinary measures including Account termination and deletion to protect the integrity and spirit of the Product, regardless of whether a specific behavior is listed here as prohibited. The following are examples of behavior that warrant disciplinary measures:
1. Impersonating any person, business, or entity, including an employee of 123Merge, or communicating in any way that makes it appear that the communication originates from 123Merge or Girlsonwildcards.com;
2. Posting identifying information about yourself, or any other user, in the Product;
3. Harassing, stalking, or threatening any other users in the Product;
4. Removing, altering or concealing any copyright, trademark, patent or other proprietary rights notices of 123Merge contained in the Product and/or the Software. You also may not transmit content that violates or infringes the rights of others, including without limitation, patent, trademark, trade secret, copyright, publicity, personal rights or other proprietary or non-proprietary rights;
5. Transmitting or communicating any content which, in the sole and exclusive discretion of 123Merge, is deemed offensive, including, but not limited to, language that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, or racially, ethnically, or otherwise objectionable;
6. Spamming the forum or private messages, whether for personal or commercial purposes, by disrupting the flow of conversation with repeated postings of a similar nature;
7. Participating in any action which, in the sole and exclusive judgment of 123Merge, “exploits” an undocumented aspect of the Product in order to secure an any benefit;
The Site may contain links to websites operated by other parties. 123Merge and Myargirls.com provides these links to you as a convenience, use of these links and the external websites are at your own risk. The linked sites are not under the control of 123Merge and Myargirls.com, and both 123Merge.com and Myargirls.com is not responsible for the content available on the other sites. Such links do not imply endorsement by 123Merge of information or material on any other site, and 123Merge disclaims all liability with regard to your access to and use of such linked websites.
IX. UPDATES AND MODIFICATIONS
1. 123Merge may provide Updates to the Software that must be installed for you to continue to play the Product. Each time you launch the Software to play the Product, you hereby give your consent to 123Merge to remotely install any Updates to the Software that resides on your computer, with or without additional notification to you.
2. 123Merge reserves the right, in its sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this License Agreement as the Product and the law evolve; provided, however, that material changes to this License Agreement will not be applied retroactively. Such changes will be effective with or without prior notice to you. You can review the most current version of this License Agreement by clicking on the “Licensing Agreement” link located at the bottom of the Site. You are responsible for checking this License Agreement periodically for changes. If the Software requires an Update at the time you launch the Software to access the Product, you will also have the opportunity to review and to accept or reject the current version of this License Agreement. If any future changes to this License Agreement are unacceptable to you or cause you to no longer be in agreement or compliance with this License Agreement, you may terminate this License Agreement in accordance and must immediately stop using the Product and uninstall the Software. Your continued use of the Product following any revision to this License Agreement constitutes your complete and irrevocable acceptance of any and all such changes.
X. TERMINATION OF AGREEMENT
This License Agreement is effective until terminated. You may terminate this License Agreement at any time by notifying 123Merge of your intention to terminate. 123Merge may terminate this License Agreement at any time, for any reason or no reason. Upon termination, whether by you or 123Merge, the license granted to you in Section I shall immediately terminate, and you must immediately and permanently remove the Software from your computer’s permanent memory and destroy any and all copies of the Software that may be in your possession.
XI. TERMINATION OF Product SERVICE
You acknowledge and agree that 123Merge, in its sole and absolute discretion, may stop providing support for or access to the Product at any time, for any reason or no reason. You also agree that 123Merge may change, modify, suspend, discontinue, or restrict your access to any features or parts of the Product at any time without notice or liability to you. You acknowledge that you have no interest, monetary or otherwise, in any feature of or content in the Software or the Product. Notwithstanding the above, 123Merge will make its best effort, in case of suspension or discontinuation of the service to provide a solution for you to keep using all downloaded Content on your computer.
XII. CLAIMS OF COPYRIGHT INFRINGEMENT (DMCA)
If you are a copyright owner or agent thereof and believe that content posted on the Site by a 123Merge user infringes upon your copyright, please submit notice pursuant to the Digital Millennium Copyright Act (17 U.S.C. ” 512(c)) to the 123Merge Copyright Agent with the following information: An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright; a description of the copyrighted work that you claim has been infringed; the URL of the location on the 123Merge Site containing the material that you claim is infringing; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
123Merge” Copyright Agent can be reached by mail at Michael Borell, P.A., 7200 NW 19th Street, Suite 312, Miami, FL 33126. Please note that these notifications are legal notices, and that 123Merge may provide copies of such notices to the participants in the dispute or to third parties, at its discretion or as required by law.
XIII. WARRANTY DISCLAIMER
THE Product (INCLUDING WITHOUT LIMITATION THE WEBSITE, THE SOFTWARE AND THE DOCUMENTATION) IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, 123Merge DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WHICH MIGHT APPLY TO THE Product OR THE SOFTWARE, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES AS TO THE ACCURACY, RELIABILITY OR QUALITY OF ANY CONTENT OR INFORMATION CONTAINED WITHIN THE Product AND/OR THE SOFTWARE. 123Merge DOES NOT WARRANT THAT THE Product AND/OR THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY FOR SELECTING THE Product AND/OR THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE Product AND THE SOFTWARE.
Because some states or jurisdictions do not allow the disclaimer of implied warranties, the forgoing disclaimer may, in whole or in part, not apply to you.
YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS 123Merge and Myargirls.com FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, DAMAGES, LOSSES, LIABILITIES AND COSTS (INCLUDING ATTORNEYS” FEES) THAT DIRECTLY OR INDIRECTLY ARISE OR RESULT FROM YOUR USE OR MISUSE OF THE Product AND/OR THE SOFTWARE, OR ANY VIOLATION BY YOU OF ANY OF THE PROVISIONS OF THIS LICENSE AGREEMENT. 123Merge and Myargirls.com reserves the right, at its own expense and in its sole and absolute discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with 123Merge and Myargirls.com in asserting any available defenses.
XV. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL 123Merge or Myargirls.com BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOOD WILL, OR LOST PROFITS), OR ANY DAMAGES FOR GROSS NEGLIGENCE OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES) ARISING FROM YOUR USE OR MISUSE OF THE SOFTWARE AND/OR THE Product, EVEN IF 123Merge or Myargirls.com KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, 123Merge and Myargirls.com SHALL NOT BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE TO YOUR ACCOUNT, VIRTUAL CURRENCY, REAL CURRENCY OR PROFILE INFORMATION STORED BY THE Product. 123Merge and Myargirls.com SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS OF SERVICE, INCLUDING WITHOUT LIMITATION ISP DISRUPTIONS, SOFTWARE OR HARDWARE FAILURES, OR ANY OTHER EVENT WHICH MAY RESULT IN A LOSS OF ENJOYMENT, DATA OR DISRUPTION OF SERVICE. IN NO EVENT SHALL 123Merge and Myargirls.com BE LIABLE FOR ANY DAMAGES IN EXCESS OF ANY AMOUNT YOU HAVE PAID TO 123Merge FOR Product-RELATED TRANSACTIONS, IF ANY, DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE TIME YOUR CAUSE OF ACTION AROSE.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of 123Merge & Myargirls.com shall be limited to $1.00 and each party hereby agrees to pay their own legal fees, counsel and court costs, discovery costs and expenses, hiring of experts and any other 3rd party costs that may be used or hired in the course of prosecution of any legal claim for bringing suit into any Court, Federal or State.
XVI. EQUITABLE REMEDIES
You hereby acknowledge and agree that 123Merge and Myargirls.com would suffer irreparable harm if this License Agreement were not specifically enforced. Consequently, you hereby specifically agree to waive and forego any recovery above $1.00. US. Therefore the maximum amount of recovery that may be recovered under any and all circumstances is $1.00 United States currency. You also agree to waive any right to a Jury trial. You also agree that each party hereby agrees to pay their own legal fees, pay their own legal counsel and court costs. You also agree to waive any request for discovery. You agree to pay your own costs and expenses in the hiring of experts, as well as, and any other 3rd party costs that may be used or hired in the course of prosecution of any legal claim for bringing suit into any Court, Federal or State.
This License Agreement represents the complete agreement between you and 123Merge and Myargirls.com with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements between you and 123Merge and Myargirls.com. The Product is operated by 123Merge.com, LLC. Those who choose to access the Product from locations outside the United States do so on their own initiative and are responsible for compliance with applicable local laws. 123Merge’s failure to enforce any provision of this License Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by 123Merge of any provision, condition or requirement of this License Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. If any provision of this License Agreement is held to be invalid or unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this License Agreement shall continue in full force and effect. If, however, it is determined that such provision cannot be reformed, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. All provisions shall survive any termination of this License Agreement.
YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE FOREGOING END USER LICENSE AGREEMENT AND AGREE THAT BY CLICKING “ACCEPT” AND/OR INSTALLING THE SOFTWARE AND USING THE Product, YOU ARE ACKNOWLEDGING YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.
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123Merge.com is a trademark of 123Merge.com, LLC.