Welcome to the Elite Gudz, Corp. (“Elite Gudz”) web site – www.elitegudz.com – and any other web sites or services owned or operated by Elite Gudz (the “Elite Gudz Service”). The following Terms of Use for the Elite Gudz Service is a legal contract between you, either an individual customer, member or user, or a single entity (collectively or individually “Users”), and Elite Gudz regarding your use of the Elite Gudz Service.
BEFORE USING THE ELITE GUDZ SERVICE, PLEASE READ CAREFULLY THE FOLLOWING CONDITIONS AND TERMS OF USE. BY REGISTERING FOR AND/OR ACCESSING, BROWSING, AND USING THE ELITE GUDZ SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING ANY ADDITIONAL GUIDELINES, AND ANY FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE ELITE GUDZ SERVICE.
NOTE TO CHILDREN UNDER 13 YEARS OF AGE: THE ELITE GUDZ SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 13. If you are under 13 years of age, then please do not use the Elite Gudz Service.
1. Eligibility. You represent that you 18 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms. In any case, you affirm that you are over the age of 13, as the Elite Gudz Service is not intended for children under 13. If you are using or opening an account on the Elite Gudz Service on behalf of a company, entity, or organization (collectively “Subscribing Organization”), then you represent and warrant that you: are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms; and agree to be bound by these Terms on behalf of such Subscribing Organization.
2. Privacy Policy. Your privacy is important to Elite Gudz. Elite Gudz’s Privacy Policy is hereby incorporated into these Terms by reference. Please read this notice carefully for details relating to the collection, use, and disclosure of your personal information.
3. Individual Features and Services. When using the Elite Gudz Service, you will be subject to any additional posted guidelines or rules applicable to specific services, and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into the Terms.
4. Modification of the Terms. Elite Gudz reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time without notice to you. Please check these Terms and any Guidelines periodically for changes. Your continued use of the Elite Gudz Service after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these Terms, such amended terms will automatically be effective thirty days after they are initially posted on the Elite Gudz Service.
5. Elite Gudz Service Access. Elite Gudz grants you permission to use the Elite Gudz Service as set forth in these Terms, provided that (i) you use the Elite Gudz Service solely for your personal, private, noncommercial use; (ii) you do not copy, publicly display or distribute any part of the Elite Gudz Service in any medium without Elite Gudz’s prior written authorization; (iii) you do not alter or modify any part of the Elite Gudz Service other than as may be reasonably necessary to use the Elite Gudz Service for its intended purposes; (iv) you do not engage in any of the prohibited uses described below; and (v) you will otherwise fully comply with these Terms. The Elite Gudz Service is controlled and offered by Elite Gudz from its facilities in the United States of America. Elite Gudz make no representations that the Elite Gudz Service is appropriate or available for use in other locations. Those who access or use the Elite Gudz Service from other jurisdictions do so at their own risk and are responsible for compliance with local law.
6. Ownership; Proprietary Rights. The Elite Gudz Service is owned and operated by Elite Gudz. The content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the Elite Gudz Service that are provided by Elite Gudz (“Elite Gudz Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws.
Elite Gudz Materials do not include User Submissions (defined below) or any other content owned by and submitted by Users to the Elite Gudz Service. All Elite Gudz Materials contained on the Elite Gudz Service are the copyrighted property of Elite Gudz or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names contained in the Elite Gudz Materials or on the Elite Gudz Service are proprietary to Elite Gudz or its affiliates and/or third-party licensors. Except as expressly authorized by Elite Gudz, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Elite Gudz Materials. Elite Gudz reserves all rights not expressly granted in these Terms. User shall not acquire any right, title or interest to the Elite Gudz Materials, except for the limited rights set forth in this Agreement.
7. User Submissions.
7.1 General. The Elite Gudz Service may now or in the future permit the submission and posting or linking of media, audio and video recordings, commentary or any other content submitted by you and other users (“User Submissions”), and the hosting, sharing, and/or publishing of such User Submissions. User Submissions are displayed for entertainment and informational purposes only and are not controlled by Elite Gudz. Elite Gudz makes no representations that it will publish or use your User Submissions in any way and may or may not use your User Submissions in its sole discretion. You understand that whether or not such User Submissions are published, Elite Gudz does not guarantee any confidentiality with respect to any User Submissions.
7.2 Grant of Rights. You shall retain all of your ownership rights in your User Submissions. However, by submitting User Submissions to Elite Gudz, you hereby grant Elite Gudz and its affiliates a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicenseable, and transferable license to use, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit your User Submissions in connection with the Elite Gudz Service and Elite Gudz’s (and its successor’s) business, including without limitation for promoting and redistributing part or all of the Elite Gudz Service (and derivative works thereof) in any media formats and through any media channels now known or hereafter discovered. You grant Elite Gudz and its affiliates and sublicensees the right to use the name that you submit in connection with such User Submission if they choose. You also agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Submissions. You also hereby grant to each user of the Elite Gudz Service a non-exclusive license to access your User Submissions through the Elite Gudz Service, and to use, reproduce, distribute, prepare derivative works of, display, and perform such User Submissions as permitted by the functionality of the Elite Gudz Service and these Terms. The aforementioned licenses will terminate when User or Elite Gudz removes User’s Submission(s) from the Elite Gudz website.
7.3 User Submissions Representations and Warranties. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Elite Gudz to use, all patent, trademark, copyright, or other proprietary rights in and to any and all User Submissions to enable inclusion and use of User Submissions in the manner contemplated by Elite Gudz and these Terms, and to grant the rights and license set forth above, and (ii) your User Submissions, Elite Gudz’s use of such User Submissions in connection with the Elite Gudz Service, and Elite Gudz’s exercise of the license rights set forth above, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (c) violate any applicable law or regulation.
7.4 User Submissions Prohibited Uses. In connection with your User Submissions, you further agree that you will not: (i) publish falsehoods or misrepresentations that could damage Elite Gudz or any third party; (iii) submit material that is unlawful, defamatory, libelous, slanderous, threatening, pornographic, obscene, vulgar, harassing, harmful, hateful, abusive, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; (v) impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; or (vi) post User Submissions that would be harmful to minors in any manner.
8. Content Disclaimer. You understand that when using the Elite Gudz Service you will be exposed to User Submissions and other content (such User Submissions and other content, collectively, “Content”) from a variety of sources, and that Elite Gudz is not responsible for the accuracy, integrity, quality, legality, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Elite Gudz with respect thereto. Elite Gudz does not endorse any User Submission or other Content or any opinion, recommendation, or advice expressed therein. Under no circumstances will Elite Gudz be liable in any way for or in connection with any User Submissions or other Content, including, but not limited to, for any inaccuracies, errors or omissions in any Content, any intellectual property infringement with regard to any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise displayed or transmitted via the Elite Gudz Service.
9. Monitoring Users and Content. You understand that all Content is the sole responsibility of the person from whom such Content originated. This means that you, and not Elite Gudz, are entirely responsible for all User Submissions that you upload, post, e-mail, transmit or otherwise make available through via the Elite Gudz Service. Elite Gudz does not control the Content posted by Users or otherwise made available by other persons and does not have any obligation to monitor such Content for any purpose. If at any time, Elite Gudz chooses, in its sole discretion, to monitor the Content, Elite Gudz nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content. You acknowledge that Elite Gudz may or may not pre-screen User Submissions, but that Elite Gudz and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any User Submission that is available via the Elite Gudz Service. Without limiting the foregoing, Elite Gudz and its designees may, at any time and without prior notice, remove any User Submission that in the sole judgment of Elite Gudz violates these Terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with the use of any User Submissions or other Content, including any reliance on the accuracy, completeness, usefulness or legality of such User Submission or other Content.
10. Removal of Content. Elite Gudz and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available on Elite Gudz Service in whole or in part at any time for any reason or no reason, with or without notice and with no liability of any kind.
11. Prohibited Uses.
11.1 As a condition of your use of the Elite Gudz Service, you will not use the Elite Gudz Service for any purpose that is unlawful or prohibited by these Terms. Access to the Elite Gudz Materials and the Elite Gudz Service from territories where their access or use thereof is illegal is strictly prohibited. Elite Gudz Users are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the internet, technology, data, email, or privacy.
11.2 Any use by you of any of the Elite Gudz Materials and Elite Gudz Service other than for private, non-commercial use is strictly prohibited. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the Elite Gudz Service, use of the Elite Gudz Service, access to the Elite Gudz Service, or Content obtained through the Elite Gudz Service, for any purpose other than for your personal, private, non-commercial purposes.
11.3 You agree not to defame, harass, abuse, threaten, stalk or defraud Users of the Elite Gudz Service, or collect, or attempt to collect, personal information about Users or third parties without their consent.
11.4 You agree not to intentionally interfere with or damage, impair or disable the operation of the Elite Gudz Service or any User’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, spyware, adware or other malicious code.
11.5 You agree not to remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Elite Gudz Service, features that prevent or restrict the use or copying of any content accessible through the Elite Gudz Service, or features that enforce limitations on the use of the Elite Gudz Service.
11.6 You agree not to attempt to gain unauthorized access to the Elite Gudz Service, or any part of it, other accounts, computer systems or networks connected to the Elite Gudz Service, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Elite Gudz Service or any activities conducted on the Elite Gudz Service.
11.7 You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the Elite Gudz Service. You agree neither to modify the Elite Gudz Service in any manner or form, nor to use modified versions of the Elite Gudz Service, including (without limitation) for the purpose of obtaining unauthorized access to the Elite Gudz Service.
11.8 You agree that you will not use any robot, spider, scraper, or other automated means to access the Elite Gudz Service for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Elite Gudz Service.
11.9 You agree not to utilize framing techniques to enclose any trademark, logo, or other Elite Gudz Materials without our express written consent. You agree not to use any meta tags or any other “hidden text” utilizing Elite Gudz’s name or trademarks without our express written consent.
11.10 You agree not to deep-link to the Elite Gudz Service and will promptly remove any links that Elite Gudz finds objectionable in its sole discretion. You agree not to use any Elite Gudz logos, graphics, or trademarks as part of the link without our express written consent.
11.11 You agree not to make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Elite Gudz Service. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
11.12 You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Elite Gudz Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
11.13 You agree not to modify, adapt, translate or create derivative works based upon the Elite Gudz Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
12. Account Information. In order to access some features of the Elite Gudz Service, you will have to create an account. You agree that the information you provide to Elite Gudz upon registration and, at all other times, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. You acknowledge, consent and agree that Elite Gudz may access, preserve and disclose your account information and User Submission if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce the Terms; (c) respond to claim that any User Submission violates the rights of third parties; (d) to respond to your requests for customer service; or (e) protect the rights, property or personal safety of Elite Gudz, its users and the public.
13. Password. When you register you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID or password), you will immediately notify Elite Gudz. You may be liable for the losses incurred by Elite Gudz or others due to any unauthorized use of your account.
14. Dealings with Advertisers. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Elite Gudz Service are solely between you and such advertiser. YOU AGREE THAT ELITE GUDZ WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE ELITE GUDZ SERVICE.
15. Links and Third Party Content. Elite Gudz or third parties may provide links on the Elite Gudz Service to other sites or content (“Reference Sites”). Elite Gudz has no control over such Reference Sites or content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Reference Sites or content linked to by the Elite Gudz Service. Elite Gudz provides links to you only as a convenience, and the inclusion of any link on the Elite Gudz Service does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON REFERENCE SITES OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK. When you leave the Elite Gudz Service, our terms and policies no longer govern. You should review applicable terms and policies, including the privacy and data gathering practices, of any Reference Sites.
16. Availability of Service. Elite Gudz may make changes to or discontinue any of the media, web communities, products, or services available within the Elite Gudz Service at any time, and without notice. The media, products, or services on the Elite Gudz Service may be out of date, and Elite Gudz makes no commitment to update these materials on the Elite Gudz Service.
17. User Disagreements. You alone are responsible for your involvement with other Users. Elite Gudz reserves the right, but has no obligation, to monitor disagreements between you and other Users.
18. Terms of Use Violations; Termination.
18.1 Elite Gudz. You agree that Elite Gudz, in its sole discretion and for any or no reason, may terminate any User or customer account (or any part thereof) you may have at the Elite Gudz Service or your use of the Elite Gudz Service, and remove and discard all or any part of your account or any User Submission, at any time. Elite Gudz may also in its sole discretion and at any time discontinue providing access to the Elite Gudz Service, or any part thereof, with or without notice. You agree that any termination of your access to the Elite Gudz Service or any account you may have or portion thereof may be effected without prior notice, and you agree that Elite Gudz shall not be liable to you or any third-party for any such termination. Elite Gudz does not permit infringing activities on the Elite Gudz Service, and reserves the right to terminate access to the Elite Gudz Service, and remove all content submitted, by any persons who are found to be infringers. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Elite Gudz may have at law or in equity.
18.2 User. If you are dissatisfied with the Elite Gudz Service, please let us know by sending an email to feedback (at) Elite Gudz.tv. Your input is valuable to us. Your only other remedy with respect to any dissatisfaction with (i) the Elite Gudz Service, (ii) any term of this Terms of Use, (iii) any policy or practice of Elite Gudz in operating the Elite Gudz Service, or (iv) any content or information transmitted through the Elite Gudz Service, is to terminate this Terms of Use and your account. You may terminate this Terms of Use at any time by closing your account, discontinuing your use of any and all parts of the Elite Gudz Service, and providing Elite Gudz notice of termination by sending an email to feedback (at) Elite Gudz.tv.
19. Indemnification; Hold Harmless. You agree to indemnify and hold harmless Elite Gudz, and its parent, subsidiaries, affiliates or any related companies (including those which share substantially common ownership), its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs or debt and expenses (including attorney’s fees) arising out of (i) your use or misuse of the Elite Gudz Service; (ii) your User Submissions, including Elite Gudz’s use, display or other exercise of its license rights granted herein with respect to your User Submissions; (iii) your violation of these Terms; (iv) your violation of the rights of any other person or entity, including claims that any User Submission infringes or violates any third party intellectual property rights; and (v) your breach of the foregoing representations, warranties, and covenants. Elite Gudz reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Elite Gudz. Elite Gudz will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
20. Disclaimers; No Warranties.
20.1 No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ELITE GUDZ, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ELITE GUDZ OR THROUGH THE ELITE GUDZ SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 20, THE TERM ELITE GUDZ INCLUDES ELITE GUDZ’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUPPLIERS, LICENSORS, AFFILIATES AND SUBCONTRACTORS.
20.2 “As is” and “As available” and “With All Faults.” YOU EXPRESSLY AGREE THAT THE USE OF THE ELITE GUDZ SERVICE IS AT YOUR SOLE RISK. THE ELITE GUDZ SERVICE, USER SUBMISSIONS AND ANY THIRD-PARTY MEDIA, CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE ELITE GUDZ SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
20.3 Platform Operation and Content. ELITE GUDZ, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE ELITE GUDZ MATERIALS, USER SUBMISSIONS, ELITE GUDZ SERVICE, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE ELITE GUDZ SERVICE OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
20.4 Accuracy. ELITE GUDZ, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE ELITE GUDZ SERVICE OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
20.5 Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE ELITE GUDZ SERVICE (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
21. Limitation of Liability and Damages.
21.1 Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL ELITE GUDZ OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE ELITE GUDZ MATERIALS AND USER SUBMISSIONS ON THE ELITE GUDZ SERVICE OR ANY REFERENCE SITES, THE ELITE GUDZ SERVICE ITSELF, OR ANY OTHER INTERACTIONS WITH ELITE GUDZ, EVEN IF ELITE GUDZ OR A ELITE GUDZ AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, ELITE GUDZ’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
21.2 Limitation of Damages. IN NO EVENT SHALL ELITE GUDZ OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE ELITE GUDZ SERVICE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF THE AMOUNT OF (A) ONE HUNDRED DOLLARS OR (B) THE AMOUNT OF FEES YOU HAVE PAID ELITE GUDZ IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY.
21.3 Reference Sites. THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN ELITE GUDZ AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE ELITE GUDZ SERVICE OR RECEIVED BY YOU THROUGH ANY REFERENCE SITES.
22. Limitations by Applicable Law; Basis of the Bargain.
22.1 Limitations by Applicable Law. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS TERMS OF SERVICE APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
22.2 Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT ELITE GUDZ HAS OFFERED ITS PRODUCTS AND SERVICES, SET IT PRICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND ELITE GUDZ, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ELITE GUDZ. YOU ACKNOWLEDGE AND AGREE THAT ELITE GUDZ WOULD NOT BE ABLE TO PROVIDE THE ELITE GUDZ SERVICE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
23. Digital Millennium Copyright Act Compliance. It is Elite Gudz’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. For more information, please go to Elite Gudz’s DMCA Notification Guidelines. Elite Gudz will promptly terminate without notice any User’s access to the Elite Gudz Service if that User is determined by Elite Gudz to be a “repeat infringer.” A repeat infringer is a User who has been notified by Elite Gudz of infringing activity violations more than twice and/or who has had a User Submission or any other user-submitted content removed from the Elite Gudz Service more than twice.
24. United States Export Controls. You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by you that you will not export such technical data or commodities to certain foreign countries without prior approval of such agency. Your rights under these Terms are contingent on your compliance with this provision.
25. Miscellaneous.
25.1 Notice. Elite Gudz may provide you with notices, including those regarding changes to Elite Gudz’s terms and conditions, by email, regular mail or postings on the Elite Gudz Service. Notice will be deemed given twenty-four hours after email is sent, unless Elite Gudz is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Elite Gudz Service. In such case, notice will be deemed given three days after the date of mailing.
25.2 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.
25.3 Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms or the Elite Gudz Service shall be filed only in the state or federal courts in and for Santa Clara County, California and you hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
25.4 Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Elite Gudz to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
25.5 Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
25.6 Assignment. The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Elite Gudz without restriction. Any assignment attempted to be made in violation of this Terms or Use shall be void.
25.7 Independent Contractor. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Elite Gudz as a result of these Terms or use of the Elite Gudz Service. You further acknowledge that by submitting User Submissions or other Content, no confidential, fiduciary, contractually implied or other relationship is created between you and Elite Gudz other than pursuant to these Terms.
25.8 Survival. The Sections entitled “Ownership; Proprietary Rights”, “User Submissions”, “Disclaimers; No Warranties”, “Indemnification; Hold Harmless”, “Limitation of Liability and Damages”, and “Miscellaneous” will survive any termination of these Terms.
25.9 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
25.10 Entire Agreement. This is the entire agreement between you and Elite Gudz relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. The Agreement shall not be modified except in a writing, signed by both parties, or by a change to these Terms or Guidelines made by Elite Gudz as set forth in Section 4 above.
25.11 Claims. YOU AND ELITE GUDZ AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE ELITE GUDZ SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
25.12 Disclosures. The services hereunder are offered by Elite Gudz, located at 6 Dubon Court, Farmingdale, NY 11735, email: help (at) elitegudz.com, telephone: 631-873-2000.