Terms and Conditions for ClubM8

Last updated: September 30th, 2009

1. INTRODUCTION:

WHAT IS IT: ClubM8 is a premium SMS chat service available through this website (the “Website”) that connects you to other Users in the United States of America ("the Service" or “ClubM8”), and is provided to Users (or "you") by Zero9, Inc. ("Zero9") a Delaware Corporation with its offices 501 5th Ave Suite 2011A New York, NY 10017. You may contact Zero9 at info@clubm8.tv with any questions you may have regarding the Service. These terms and conditions of use ("Terms") set out the basis upon which Zero9 makes the Service available to all Users or attempted Users of the Service. ACCESS TO AND USE OF THIS WEBSITE AND THE SERVICE IS SUBJECT TO THE TERMS SET FORTH BELOW. PLEASE READ THESE TERMS BEFORE USING THIS WEBSITE AND/OR DOWNLOADING MATERIALS FROM IT, AND/OR USING OR ATTEMPTING TO USE THE SERVICE. PRINT A COPY OF THESE TERMS AND CONDITIONS OF USE FOR YOUR RECORDS. IF YOU DO NOT AGREE WITH THESE TERMS PLEASE DO NOT USE OR ATTEMPT TO USE AND/OR DOWNLOAD MATERIALS FROM THIS WEBSITE, AND/OR USE OR ATTEMPT TO USE THE SERVICE. BY ACCESSING AND/OR USING THIS WEBSITE AND/OR DOWNLOADING MATERIALS FROM THE WEBSITE AND/OR USING OR ATTEMPTING TO USE THE SERVICE YOU ARE ACKNOWLEDGING AND ACCEPTING THESE TERMS INCLUDING, WITHOUT LIMITATION, ZERO9’S PRIVACY POLICY WHICH IS INCORPORATED HEREIN BY REFERENCE. ZERO9’S PRIVACY POLICY CAN BE VIEWED BY CLICKING HERE http://www.clubm8.com/pp ZERO9 RESERVES THE RIGHT, IN ITS ABSOLUTE DISCRETION, TO DENY ACCESS TO THIS WEBSITE AND/OR THE SERVICES TO ANYONE AT ANY TIME FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, VIOLATION OF ANY OF THE PROVISIONS SET FORTH IN THESE TERMS. IF YOU HAVE BEEN NOTIFIED, EITHER ELECTRONICALLY, ORALLY OR IN WRITING, THAT YOU ARE PROHIBITED FROM USING THIS WEBSITE AND/OR THE SERVICE, THEN YOU HAVE NO LICENSE TO USE THIS WEBSITE AND/OR THE SERVICE, AND ANY ACCESS OR USE OF THIS WEBSITE AND/OR THE SERVICE BY YOU OR BY SOMEONE ELSE ON YOUR BEHALF SHALL BE UNAUTHORIZED AND UNLAWFUL. IF YOU HAVE BEEN NOTIFIED THAT YOU ARE PROHIBITED FROM USING THIS WEBSITE AND/OR THE SERVICE, THEN ZERO9 RESERVES THE RIGHT TO CANCEL ANY SUBSCRIPTIONS TO THE SERVICE OR OTHER TRANSACTIONS YOU HAVE MADE THROUGH THIS WEBSITE WITH NO LIABILITY WHATSOEVER ON THE PART OF ZERO9. THESE TERMS ARE A LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND ZERO9.

ACCOUNT: By signing up for this service and by entering your number (which identifies your account) you certify that A) You are the account holder or B) You have the account holder's permission to sign up.

AGE: You must be at least 18 (eighteen) years old to use the Service and this Website. By using, attempting to use of and/or using or attempting to use the Service and/or this Website, you represent that you are at least 18 (eighteen) years old. The ClubM8 Service is an adult service and directed only at users over the age of 18. Zero9 does not assume any responsibility for the use, attempted use of and/or use or attempted use of the Service by any person who is under the age of 18 (eighteen) years.

AVAILABILITY: ClubM8 is intended for users who reside in the United States of America only. You are not permitted to use the Service if you reside outside of the United States of America ClubM8 is currently available to users of most wireless carriers in the United States, including Verizon Wireless, SPRINT Pcs, AT&T, Alltel, T-Mobile, Dobson/Cellular One, Nextel, Boost Mobile, US Cellular, Cricket and Virgin Mobile subscribers. Our short code number (i.e., the number that you can use to send text messages to us) for all of the above-listed wireless carriers is 33222. Users can use ClubM8 only if their cell phones are enabled to send and receive text-messages. Message and Data Rates Apply.

COST OF THE SERVICE: Fees charged by Zero9 to you depend on your selected carrier. If you are a Verizon Wireless, Alltel, Dobson/Cellular One or T-Mobile subscriber your fee to Zero9 is a maximum of $0.99 per text message received through ClubM8. If you are a Sprint Pcs, Nextel, AT&T, or Virgin Mobile subscriber you pay a maximum monthly fee of $9.99 to Zero9 that allows you to receive unlimited messages through ClubM8. If you are a Boost, Cricket or US Cellular subscriber you pay a maximum monthly fee of $6.99 to Zero9 which allows you to receive unlimited messages through ClubM8. Zero9 will not charge you for help messages, but your carrier might. Any fees you incur through your use of the Service will either be charged to you on a monthly basis and will appear on the cellular phone bill that your wireless carrier will send you, or be deducted from your pre-paid wireless carrier account, as the case may be. PLEASE NOTE THAT YOUR WIRELESS CARRIER MAY IMPOSE ADDITIONAL FEES, CHARGES AND/OR TAXES IN ADDITION TO THE FEES CHARGED BY ZERO9. For example, you may be charged fees to send and/or receive text messages, fees to upload and/or download data, taxes or other fees and charges. Zero9 is not responsible for any additional costs, fees, charges and/or taxes charged to you by your wireless carrier. Message and Data Rates Apply. Should you have any questions or concerns regarding billing, you should contact your wireless carrier directly. YOU ACKNOWLEDGE AND AGREE THAT ANY “FREE” MINUTES OR FREE TEXT MESSAGES OR MINUTES OR TEXT MESSAGES PURCHASED AS PART OF A FLAT-RATE MONTHLY PACKAGE CANNOT BE USED OR APPLIED IN CONNECTION WITH THE SERVICE. PLEASE NOTE THAT THE SERVICE IS FOR PREMIUM BILLABLE TEXT MESSAGES. You agree that if any attempt to bill you for your use of ClubM8 fails for any reason, including non-payment by you or errors on the part of your wireless carrier, Zero9 reserves the right to re-bill you for any outstanding fees.

HOW TO SUBSCRIBE TO THE SERVICE: Subscription to the Service is regulated by guidelines set by your wireless carrier and the Mobile Marketing Association (please see http://www.mmaglobal.com/main). You are required to complete a DOUBLE OPT-IN procedure whereby you acknowledge and accept the terms and conditions of the Service on two separate occasions. For example if you wish to subscribe to the Service through our Website you must complete our web form on the Website, provide your phone number and accept the Terms. After clicking “send” or “join” on the form, you will receive a free text message on the phone number you provided explaining and summarizing the Terms and providing you with a PIN. You must then confirm your subscription to the Service and acceptance of the Terms by responding to the text message or inserting the PIN provided on the webpage.

CANCELLATION AND TERMINATION OF SERVICE: YOU CAN CANCEL THE SERVICE AT ANY TIME BY SIMPLY SENDING A TEXT MESSAGE CONTAINING THE WORD "STOP", TO OUR SHORTCODE 33222. Upon receipt of your text message your profile will be removed from ClubM8. You can also cancel the Service by emailing Zero9 customer service at info@clubm8.tv (please make sure you include the name of your wireless carrier in the email). ZERO9 RESERVES THE RIGHT TO MODIFY, SUSPEND OR TERMINATE THIS WEBSITE AND/OR THE SERVICE OR ANY ASPECT OR FEATURE OF THIS WEBSITE AND/OR THE SERVICE, AT ANY TIME, IN ITS SOLE DISCRETION, WITHOUT NOTICE TO THE USER. ZERO9 MAY FURTHERMORE CANCEL YOUR SUBSCRIPTION OR ACCESS TO THIS WEBSITE AND/OR THE SERVICE AT ANY TIME, IN ITS SOLE DISCRETION, IN THE EVENT ZERO9 DEEMS, IN ITS SOLE DISCRETION, THAT A USER HAS FAILED TO COMPLY WITH THESE TERMS.

PERSONAL INFORMATION: In order to use ClubM8, you must register and provide Zero9 with personal information such as, for example, your name and wireless device number. Zero9 will use your personal information in accordance with its Privacy Policy. By registering with ClubM8 you agree that you have reviewed and agree to the Privacy Policy. You also understand and agree that any personal information (such as your phone number, address, occupation, etc.) you may disclose to other Users during your use of the Service and/or this Website is disclosed at your own risk and that this personal information cannot be secured and/or protected from disclosure by Zero9. We strongly recommend that you do not disclose personal information that can identify you or your address to any other User of the Service and/or this Website.

EMAILS AND TEXT MESSAGES: By providing your phone number and/or email address to Zero9 you hereby agree to allow us to send you newsletters, advertisements (of Zero9, affiliates thereof and/or third parties) and other information we believe may be of interest to you, unless you elect to opt-out at a later date. Even if you decide not to complete the subscription process, unless you opt-out, you may still receive emails or text messages from Zero9. If you wish to opt out please send an e-mail to info@clubm8.com

2. ACCEPTABLE USE OF THE SERVICE AND WEBSITE USE OF THIS WEBSITE AND PROHIBITED ACTIVITIES

By using this Website and/or the Service, you represent and warrant that:
(a) you are at least 18 years old and have the authority to enter into and create a binding legal obligation;
(b) you will use this Website and/or the Service in accordance with and subject to the terms and conditions set forth in these Terms;
(c) you will use this Website and/or the Service for the sole purpose of making legitimate transactions for you or for other persons whom you are authorized to act on behalf of;
(d) you have informed such other persons about the terms, conditions and restrictions set forth in these Terms;
(e) you have not made any false statements and that all information supplied by you concerning you or another person you are authorized to act on behalf of is accurate and current; and
(f) you understand that you are financially responsible for all uses of this Website or the Service by you and those using your login information
(g) you will safeguard any information in your account, if any, and will supervise and be solely and completely responsible for any use of your account by anyone other than you.

Subject to the terms and conditions set forth herein, Zero9 grants Users a non-exclusive non-transferable limited right to access and use this Website and/or the Service, as the case may be. Zero9 authorizes the User to view, download or print designated electronic information presented on this Website and/or the Service for your PERSONAL NON-COMMERCIAL USE ONLY. You may not modify the information obtained from this Website and/or Service in any way or reproduce or publicly display, transmit, distribute, modify, create derivative works, or otherwise use the information presented on this Website and/or the Service for any commercial purpose, without the prior written permission of Zero9. For purposes of these Terms, any use of the information contained in this Website and/or in the Service for any purpose is prohibited without Zero9’s prior written consent. You may only use this Website and/or Service to make legitimate transactions (e.g., subscription to the Service) and shall not use this Website and/or the Service for any other purposes, including, but not limited to, using this Website and/or the Service for the purpose of making any speculative, false or fraudulent transaction or any transaction in anticipation of demand. You hereby expressly agree not to interrupt or attempt to interrupt, interfere with, burden or load the operation of this Website and/or the Service in any manner. You will not use any device, software, program, methodology or any other means, whether tangible or intangible, manual or automatic, to: (i) interfere or attempt to interfere with the proper working of this Website and/or the Service, (ii) copy, reproduce, republish, upload, post, transmit or distribute any content, image, software, program, features and/or design provided in this Website and/or the Service without the prior written consent of Zero9, (iii) transmit or otherwise transfer any image, page, data or content found on this Website and/or the Service to any computer, server, website, or other medium for the purpose of mass distribution, and/or (iv) reproduce this Website and/or the Service for the purpose of misleading the public in any manner. Please note that, in addition to any other provisions set forth in these Terms, the following actions are strictly prohibited:
1. copying (except for making copies of your transaction details and related information), transmitting, distributing, reproducing, displaying, publishing, creating derivative works, licensing, selling or re-selling any information, software, products, or services obtained from or through this Website and/or the Service.
2. deep-linking to any portion or page of this Website and/or the Service for any purpose without Zero9’s prior written consent;
3. framing and/or mirroring and/or otherwise incorporating any portion or page of this Website and/or the Service into any other website without Zero9’s prior written consent;
4. using, posting or transmitting information which: (i) may infringe the rights of other parties and/or is protected by copyright, patent, trademark or other proprietary right without the prior written consent of the owner of such right;
5. corrupting this Website and/or the Service with any virus, bug or other device or means that could harm this Website and/or the Service;
6. using the materials contained in this Website and/or the Service on any other website or in any networked computer environment;
7. posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law;
8. using this Website and/or the Service for the purpose of interfering with the business of others or restricting trade or competition; and/or
9. using this Website and/or the Service in any manner that a reasonable person would deem unlawful, harmful to either Zero9 or others.
Zero9 is not responsible for any information or material you submit to this Website and/or the Service or to other Users through your use of this Website and /or the Service. Any material submitted by any User is not endorsed, reviewed or approved by Zero9. Zero9 reserves the right, but shall be under no obligation, to remove any material submitted by a User, without notice to you, if Zero9 determines, in its sole and absolute discretion, that there is a likelihood that a User may: · defame, abuse, harass, stalk, threaten or otherwise violate the rights of other Users or any third parties; · publish, post, distribute or disseminate any defamatory, obscene, indecent or unlawful material or information; · upload files that contain viruses, corrupt files or any other similar software or programs that may damage the operation of Zero9's and/or a third party's computer system and/or network; · attempt to gain unauthorized access to any part of this Website, the Service and/or User accounts or computer networks through hacking, password mining or any other means, or to reverse engineer, decrypt, break or otherwise alter or interfere with the Service. · violate any copyright, trade mark, other applicable US or international laws or intellectual property rights of Zero9 or any other third party; · submit content containing marketing or promotional material which is intended to solicit business or the dissemination of messages which constitute "spam" mail. You agree not to use this Website and/or the Service for any of the foregoing purposes. You furthermore undertake not to use this Website and/or the Service for the communication of material that is pornographic, blasphemous, slanderous, unlawful, harassing, defamatory, abusive, indecent, threatening, harmful, vulgar, obscene, sexually orientated, racially offensive, profane, or that violates the rights or the privacy of other Users or any applicable law. You agree to indemnify Zero9 against any loss, liability, damage or expense of any kind (including reasonable attorneys’ fees and punitive damages) which Zero9 and/or any third party may suffer that is caused by or attributable to, whether directly or indirectly, to your non-compliance with these Terms.
USER SUBMISSIONS
Any material, data, photographs, recommendations, opinions, questions, comments, software, text, graphics, logos, ideas, news, articles, illustrations, audio, clips and images, messages information or idea that you transmit to or post on this Website and/or the Service by any means (including, but not limited to, e-mails sent to Zero9 using links provided in this Website) (collectively, the “Submitted Information”) will be treated as non-confidential and non-proprietary, and may be disseminated or used by Zero9 for any purpose whatsoever. Zero9 undertakes no responsibility whatsoever for reviewing unsolicited ideas for its business, such as product or advertising ideas. By submitting any material, information or idea to this Website and/or the Service, you: (i) waive any and all rights to compensation or remuneration of any kind for such material, information or idea, and (ii) you grant Zero9 a worldwide, non-exclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable right to modify use, reproduce, translate, adapt, publish, create derivative works from, distribute, display, perform, transfer, or sell such Submitted Information in any form, media or technology, now known or hereafter devised, for any purpose. You agree that you are fully responsible for the content of the Submitted Information and that Zero9 is not responsible and assumes no liability in any way with respect to the Submitted Information. You are prohibited from posting or transmitting to or from this Website and/or the Service any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under any applicable law. You may not post any material that violates copyright, trademark, patent or other proprietary rights of any third party (including rights of publicity and privacy). You will indemnify Zero9 for any and all damages resulting from your actions or postings that violate any of these policies, laws, rules or regulations and these Terms. Zero9 has no obligation to post any Submitted Information and Zero9 is not obligated to, but reserves the right, in its sole discretion, to prohibit, censor, edit, or remove any further postings by any user for violation of these standards and these Terms. If you do not agree with these Terms, then please do not submit any Submitted Information.
LINKS TO THIRD PARTY WEBSITES
Links to third party websites (not maintained by Zero9) which appear on this Website and/or the Service are provided solely as a convenience to our customers and visitors. If you use these links, you will leave this Website and/or the Service. Zero9 does not have control over and is not responsible for any of these websites or their content. Zero9 does not endorse or make any representations or warranties about such websites, or any information, opinions, software or other products or materials which may be found thereon, nor does Zero9 make any representations or warranties about any results that may be obtained from using them. If you decide to access any of the third party websites linked to this Website and/or the Service, you agree that you do this entirely at your own risk. It is your responsibility to ensure that any links you select or program/software/data/material you download (whether from this Website and/or the Service or other websites) is free of viruses, Trojan horses, worms, defects and similar potentially harmful items. You should be aware that linked third party websites may contain rules and regulations, privacy provisions, confidentiality provisions, transmission of personal data provisions, and other provisions that differ from the provisions provided on this Website and/or the Service. Zero9 is not responsible for such provisions, and expressly disclaims any and all liability related to such provisions.
ADVERTISEMENTS
Zero9 does not have control over and is not responsible for any advertisements, banners, marketing and promotional materials on this Website and/or the Service. Zero9 does not endorse or make any representations or warranties about advertised companies, businesses, products or services, nor does Zero9 make any representations or warranties about any results that may be obtained from using them.
PROMOTIONS
From time to time Zero9 may provide users with the opportunity to participate in promotional events sponsored by third party advertisers or affiliates. Your participation in any Zero9 promotional event is subject to the terms and conditions associated with that event. Your participation in these promotions and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the sponsoring third-party. You agree that Zero9 shall not be responsible or liable for any loss or damage of any sort incurred as the result of the promotions or as the result of the presence of such third parties on this Website and/or the Service.
FORWARD LOOKING STATEMENTS
The Website and/or Service may contain forward-looking statements regarding Zero9’s business, customers, partners, future products and services or other factors. Such statements involve risks and uncertainties and speak only as of the date on which they are made, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements. Examples of these risks include competitive service and product offerings, and lack of market acceptance. You are cautioned not to place undue reliance on these forward-looking statements. Zero9 undertakes no obligation to update publicly or review any forward-looking statements.

3. OBJECTIONABLE OR EXPLICIT CONTENT

Zero9 shall have no liability and expressly disclaims any liability for any content or materials constituting all or part of this Website and/or the Service that you may find objectionable, or any explicit or objectionable content or materials that you may receive from other Users.

4. COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS

COPYRIGHT AND TRADEMARKS, ETC. This Website and the Service contain information and materials, including, without limitation, informational text, photographs, icons, graphics, audio, video, messages, files, documents, images or other materials (collectively the "Material”). The Material on this Website and/or Service is copyrighted and any unauthorized use of any Material on this Website and/or Service may violate copyright, trademark, and /or other intellectual property laws or other laws in the United States and elsewhere. If you fail to comply with these Terms, your authorization to use this Website and/or the Service will terminate automatically without notice and you must immediately destroy any Material obtained from this Website and/or Service. You may not copy, reproduce, republish, modify, download, post, transmit, or distribute in any way any Material from this Website and/or Service without Zero9’s prior written consent. Zero9 prohibits caching, unauthorized hyperlinks to this Website and the framing of any material available through this Website and/or Service. Zero9 reserves the right to disable any unauthorized links or frames and specifically disclaims any responsibility for the content available on any third party websites linked to this Website and/or Service. The trademarks, logos and service marks displayed on this Website and/or Service are the property of Zero9 or their third party owners in the United States and other countries. Users are prohibited from using any such marks for any purpose without the prior written permission of Zero9 or such third party that may own the marks. Users are not granted any rights whatsoever to use the trademarks, logos and/or service marks by virtue of using this Website and/or Service. You must retain all copyright, trademark and/or intellectual property notices, including any other proprietary notices, contained in the Materials, and you shall not interfere with or remove any of such notices. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any other harm resulting from your use of this Website and/or Service. All software, modules and applications (collectively, "Software") used on this Website and/or the Service are proprietary to or licensed to us by third parties. You may not reproduce, reverse engineer, create derivative works of, reverse assemble or reverse compile, sell, lease, distribute, rent, assign, transfer, or modify any software on this Website and/or the Service. COPYRIGHT AND TRADEMARK NOTICES This Website is © 2009 Zero9, Inc. All rights reserved CLAIMS OF COPYRIGHT INFRINGEMENT If you believe in good faith that materials contained in this Website and/or the Service infringe your copyright, you may send us a notice requesting that such material be removed. Please note that: (i) notices must meet the then requirements under The Digital Millennium Copyright Act of 1998 (as amended, (ii) under the The Digital Millennium Copyright Act of 1998, penalties may be imposed for false claims.

5. DISCLAIMER OF WARRANTIES

BY USING THIS WEBSITE AND/OR THE SERVICE YOU ESPRESSLY UNDERSTAND AND AGREE THAT THIS WEBSITE AND/OR THE SERVICE IS PROVIDED "AS IS" WITH NO WARRANTIES BY ZERO9 OR ANY OF ITS AGENTS, EMPLOYEES, PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS, BUSINESS PARTNERS AND/OR SUPPLIERS (THE "ZERO9 ENTITIES"). ZERO9 AND THE ZERO9 ENTITIES EXPRESSLY DISCLAIM TO THE FULLEST PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THIS WEBSITE AND/OR THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY CONTENT OR PERSONAL INFORMATION THAT YOU DISCLOSE TO OTHER USERS OF THIS WEBSITE AND/OR THE SERVICE OR THAT IS DISCLOSED TO YOU, OR ANY MEETINGS WITH ANY PERSONS THAT MAY RESULT FROM THE USE OF THIS WEBSITE AND/OR THE SERVICE. ZERO9 AND THE ZERO9 ENTITIES DISCLAIM ANY WARRANTIES THAT THIS WEBSITE AND/OR THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO THE SAME WILL BE UNINTERRUPTED OR WITHOUT ERROR. ZERO9 AND THE ZERO9 ENTITIES, DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, CONTENT, OR THE RESULTS OF YOUR USE OF THIS WEBSITE AND/OR THE SERVICE WITH RESPECT TO THE ACCURACY, OPERABILITY, AVAILABILITY, SECURITY, RELIABILITY, TIMELINES, AND PERFORMANCE OF THIS WEBSITE AND/OR THE SERVICE. ZERO9 AND THE ZERO9 ENTITIES DISCLAIM ANY RESPONSIBILITY FOR THE DELETION OR FAILURE TO STORE ANY CONTENT. FURTHERMORE, YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR MOBILE PHONE, MOBILE PHONE SERVICE OR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA. YOU WILL NOT HOLD ZERO9 AND/OR THE ZERO9 ENTITIES RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM YOU USING THIS WEBSITE AND/OR THE SERVICE INCLUDING, BUT NOT LIMITED TO, ANY INFECTIONS OR CONTAMINATIONS OF THE DEVICES YOU USE TO ACCESS THE SAME. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO ZERO9 AND/OR THE ZERO9 ENTITIES AS APPLICABLE. ZERO9 AND THE ZERO9 ENTITIES DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THIS WEBSITE AND/OR THE SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED BY THIS WEBSITE AND/OR THE SERVICE.

7. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, SHALL ZERO9 AND/OR THE ZERO9 ENTITIES AS APPLICABLE, BE LIABLE FOR ANY UNAUTHORIZED USE OF THIS WEBSITE AND/OR THE SERVICE, INCLUDING USE BY MINORS UNDER THE AGE OF EIGHTEEN (18). UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL ZERO9 OR THE ZERO9 ENTITIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE OF, RELIANCE ON, OR THE INABILITY TO USE, THIS WEBSITE AND/OR THE SERVICE, OR FROM THE INTERRUPTION, NON-PERFORMANCE, SUSPENSION, OR TERMINATION OF THIS WEBSITE AND/OR THE SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), EVEN IF ZERO9 AND/OR THE ZERO9 ENTITIES AS APPLICABLE, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ZERO9 RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO INTERRUPT, SUSPEND OR CANCEL PART OF THE WHOLE OF THIS WEBSITE AND/OR THE SERVICE AT ANY TIME FOR WHATEVER REASON AND ZERO9 AND THE ZERO9 ENTITIES BEAR NO RESPONSIBILITY FOR ANY DAMAGE OR LOSS CAUSED BY SUCH INTERRUPTION, SUSPENSION OR CANCELLATION OF THIS WEBSITE AND/OR THE SERVICE. WITHOUT LIMITING THE FOREGOING, ZERO9 OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DELAY, INTERFERENCE OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OR CONDITIONS BEYOND ITS REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, FIRE OR OTHER CASUALTY OR ACCIDENT, INTERNET FAILURES, TELEPHONE EQUIPMENT FAILURES, ACTS OF GOD, SEVERE WEATHER CONDITIONS, WAR OR OTHER VIOLENCE, OR ANY LAW, ORDER, PROCLAMATION, REGULATION, ORDINANCE, DEMAND OR REQUIREMENT OF ANY GOVERNMENTAL AGENCY.

8. EXCLUSIONS AND LIMITATIONS

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

9. INDEMNITY AND WAIVER

By using this Website and/or the Service, you agree to indemnify and hold Zero9, and its affiliates, successors and assigns harmless for any violation or against any direct or indirect third party claim, liabilities, losses, costs, damages and expenses, including reasonable attorneys’ fees, which may relate or arise as a result of the your use of and/or participation in this Website and/or the Service for any reason whatsoever. This indemnification obligation will survive these Terms and your use of this Website and/or the Service. You hereby irrevocably and unconditionally waive any claims, liabilities, losses, costs, damages and expenses (whether direct or indirect) which it may have against Zero9 or / and its affiliates, successors and assigns which may arise as a result of your use of and/or participation in this Website and/or the Service for any reason whatsoever.

10. APPLICABLE LAW AND OTHER TERMS

APPLICABLE LAWS

This Website and/or the Service are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. Accessing this Website and/or the Service and/or materials and/or information available on this Website and/or the Service from territories where their contents are illegal is strictly prohibited and constitutes a violation of the terms of these Terms. If you choose to access this Website and/ the Service from outside the United States, you do so on your own initiative and risk and are responsible for compliance with applicable local laws. These Terms shall be governed by and construed and interpreted in accordance with the laws of the State of New York, without giving effect to its conflicts of laws rules that would require the application of the laws of another jurisdiction. You agree that any legal action or proceeding arising out of or in connection with these Terms or any document related thereto shall be commenced in the courts of the State of New York or of the United States of America for the Southern District of New York. By visiting and/or or using or attempting to use this Website and/or using or attempting to use the Service you unconditionally accept and consent to the exclusive jurisdiction and venue of the aforesaid courts. You consent that personal jurisdiction may be obtained over you by mailing a summons by registered mail or certified mail, return receipt requested, within or without such court's jurisdiction, or by personal service, provided a reasonable time for appearance is allowed. You irrevocably waive any objection, including, without limitation, any objection to the laying of venue based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions. Nothing herein shall affect the right of Zero9 to serve process in any manner other than as set forth herein, as permitted by law or to commence legal proceedings or otherwise proceed against you in any other jurisdiction. To the maximum extent permitted by law, you expressly WAIVE ANY RIGHT TO TRIAL BY JURY of any action, claim, demand, or proceeding arising under or with respect to these Terms, or in any way connected with, related to, or incidental to the dealings between them with respect to these Terms, or the transactions related thereto, in each case whether now existing or hereafter arising, and whether sounding in contract, tort or otherwise.

MISCELLANEOUS

1. These Terms constitute the entire agreement between you and Zero9 with respect to this Website and/or the Service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the you and Zero9 with respect to this Website and/or the Service. No additions, deletions, or modifications to these Terms shall be effective against Zero9 unless set forth in writing and executed by Zero9. The failure of either party to enforce any provision of these Terms in any instance shall not be deemed a waiver of that provision in that or any other instance. 2. If for any reason a court of competent jurisdiction finds any provision of these Terms or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect. The total invalidity or unenforceability of any particular provision of these Terms shall not affect the other provisions hereof and these Terms shall be construed in all respects as if such invalid or unenforceable provision were omitted. 3. Zero9 reserves the right to modify these Terms at any time without notice. These Terms are binding upon you, therefore, you should review these Terms often and print a copy for your records. 4. These Terms shall be construed without any regard to any presumptions against the party causing the same to be prepared. 5. You may not assign, delegate, convey and/or subcontract any of your rights, duties or obligations hereunder. 6. You acknowledge that any breach of these Terms will cause substantial and irreparable harm to Zero9 for which money damages would be an inadequate remedy. Accordingly, Zero9 shall in any such event be entitled to obtain, from any Court of competent jurisdiction, injunctive and other forms of equitable relief to prevent such breach and to recover from you Zero9’s costs (including, without limitation, reasonable legal and accounting fees) incurred in connection with enforcing this Agreement, in addition to any other rights or remedies available at law, in equity or by statute. 7. If Zero9 or its affiliates take any action to enforce these Terms, such parties shall be entitled to recover from you, and you agree to pay, all reasonable and necessary legal and/or accounting fees and any cost of litigation, in addition to any other relief, available either at law or in equity, to which such parties may be entitled. 8. Zero9 may terminate these Terms at any time for any reason or no reason at all. Such termination shall not affect any right to relief to which Zero9, its affiliates and respective suppliers may be entitled, either at law or in equity. Upon termination of these Terms, all rights granted to you shall immediately terminate and revert to Zero9, its affiliates and respective suppliers, as applicable. 9. The headings used in these Terms are provided for convenience only, do not constitute a part of these Terms and shall not be used to construe meaning or intent. 10. Any rights not expressly granted herein are reserved.

Comments and Questions: Any questions, comments or concerns about Zero9's Privacy Policy, should be sent to Zero9 at info@clubm8.tv.