Seller Agreement
Effective Date: June 9th, 2023
This seller agreement is between FLRT Inc. d/b/a FeetFinder, a Nevada corporation ("FeetFinder"), and you, the individual or entity signing up as a seller ("Seller").
FeetFinder owns and operates the social media content sharing website known as www.feetfinder.com ("Website"), which provides sellers with billing solutions, advertising media, storage, hosting, and virtual webspace (collectively, "Services") through a proprietary web interface to post their content and interact with buyers ("Buyers") for personal communication and entertainment.
Seller wants to use the Website and the Services to monetize Seller’s content and interact with Buyers.
The parties therefore agree as follows:
Applicability.The Website’s Terms-of-Service Agreement sets out the general terms of Seller’s use of the Website. This agreement governs Seller’s use of the Website and the Services to monetize Seller’s content and interact with Buyers. If any inconsistency exists between the statements in this agreement and the Website’s Terms-of-Service Agreement, the statements in this agreement will control.
Enrollment
Eligibility.Seller must be either (a) an individual who (i) is at least 18-years old (or the age of majority if higher) and (ii) has the legal capacity to enter into legally binding contracts; or (b) an entity that (i) is duly organized in its jurisdiction of organization and (ii) has the power and authority to enter into legally binding contracts.
Registration.To register, Seller must complete Seller registration form and submit a copy of Seller’s valid government-issued picture identification (in color) that contains Seller’s (or if an entity, the owner’s) full legal name, date of birth, and expiration date for age and identity verification purposes. If Seller lives in the US, Seller must also submit a completed W-9 Form. If Seller lives outside the US, Seller must submit a completed W-8BEN Form. Seller authorizes FeetFinder to verify the validity of Seller’s (or if an entity, the owner’s) government-issued picture identification with a third-party verification service.
Statements of Fact.By registering, Seller states that the following facts are accurate: (a) all account registration information is accurate; (b) if Seller previously had an account, Seller’s old account was not terminated or suspended by FeetFinder for violation of this agreement or the Terms-of-Service Agreement; (c) Seller’s registration is for Seller’s own use, and Seller must not otherwise sell, rent, or transfer Seller’s account to another person; and (d) Seller must not use any third-party payment provider to accept payments for any Seller Offerings.
Service Fees.FeetFinder charges Seller a service fee equal to (15% or 10% depending on the subscription plan that a seller purchases) of all Buyer Payments made to Seller (exclusive of any Tax element of Buyer Payment) for use of the Website and the Services (“Service Fee”). FeetFinder pays the remaining (85% in basic subscription plan or 90% in premium subscription plan) of Buyer Payment (exclusive of any Tax element of Buyer Payment) to Seller (“Seller Earnings”). The Service Fee includes the costs of providing, maintaining, and operating the Website and storing Seller Content. FeetFinder deducts the Service Fee from Buyer Payment, and FeetFinder pays Seller Earnings to Seller in the manner described in section 8.1. For purposes of this agreement:
“Buyer Payment”means all payments made by a Buyer to a Seller (a) in connection with a Buyer/Seller Transaction, or (b) by way of a tip for a Seller;
“Buyer/Seller Transaction”means any transaction between a Buyer and a Seller on the Website by which access is granted to Seller Offerings, including in any of the following ways: (a) a Subscription, (b) payments made by a Buyer to view a Seller’s pay-per-view or pay-per-media Seller Content, and (c) use by Buyer of Buyer interaction function on a Seller’s account.
“Subscription”means a Buyer’s subscription to a Seller’s account (whether paid or unpaid, and whether for one more or as part of a bundle comprising a subscription for more than one month).
Platform Fee.In addition to the Service Fee, Seller must pay FeetFinder a platform fee equal to $4.99/mo or $14.99/yr or $40.00/lifetime for the basic plan or $14.99/mo or $49.99/yr or $80.00/lifetime for the premium plan ("Platform Fee"). The Platform Fee ensures that all sellers using the Website are serious about selling their Seller Content on the Website. FeetFinder uses the Platform Fee for marketing purposes to target potential buyers and for weekly cash giveaways, where FeetFinder buys sellers’ content who interact with FeetFinder on social media and are active on the Website. Seller must have a valid credit card on file for FeetFinder to deduct the Platform Fee. FeetFinder will automatically deduct the Platform Fee according to the plan and term selected in advance of each term.
Company Proprietary Rights; Limited License
Ownership.Except for Seller Content, the content, data, and materials on the Website, including the text, graphics, interactive features, logos, images, photos, audio (for example, music and other sounds), videos, software, and all other audible, visual, or downloadable materials, as well as the selection, organization, coordination, compilation, and overall look and feel of the Website (collectively, “Materials”), are the intellectual property of FeetFinder, its licensors, and its suppliers. United States copyright, trade dress, patent, trademark, and other laws protect the Website, the Services, and the Materials. Proprietary rights and all rights to the Website, the Services, and the Materials remain with FeetFinder, its licensors, or its suppliers, as the case may be. Seller does not acquire any ownership rights to the Website, the Services, or the Materials. Except as FeetFinder expressly authorizes in writing, Seller must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit the Website, the Services, or any of the Materials. If, with authorization, Seller downloads or prints a copy of any Materials for Seller’s personal use, Seller must keep all copyright, trademark, or other proprietary notices. FeetFinder reserves all rights not expressly granted in and to the Website, the Services, and the Materials.
Trademarks.FeetFinder’s name and logo; the term FEET FINDER; the Website’s logo; and all related names, domain names, logos, product and service names, designs, and slogans are FeetFinder’s service marks and trademarks. Seller must not use these marks without FeetFinder’s written permission. All other names, logos, product and service names, designs, and slogans on the Website are their respective owners’ service marks and trademarks.
Limited License.FeetFinder hereby grants Seller a nonexclusive, nontransferable, nonsublicensable (except as stated in this agreement), revocable, limited license to access and use the Website, the Materials, the Services, and the related software solely under this agreement, including the right to create a profile, upload content, sell content and other offerings through the Website, and interact with Buyers through the Website and the Interactive Services. FeetFinder prohibits any use other than permitted by this agreement.
Website Availability.FeetFinder may alter, remove, or discontinue any part of the Website, the Services, or the Materials, at any time, for any reason, without notice, and FeetFinder will not be liable to Seller in any way for possible consequences of those changes.
Seller Account
Account Creation.During the registration process, Seller will create an account by providing FeetFinder with accurate information as prompted by the registration form. Seller must provide a valid email address, a username, and a password. Seller’s password should be unique (meaning that it is different from those Seller uses for other websites) and must comply with the technical requirements of the Website for the composition of passwords. Seller must not select a username that is offensive or infringes another person’s service mark, trademark, or trade name.
Responsibility for Account.Seller is responsible for maintaining the confidentiality of Seller’s password and account. Further, Seller is responsible for all activities that occur under Seller’s account, including any acts or omissions of any authorized persons that Seller adds to Seller’s account. Seller will promptly notify FeetFinder of any unauthorized use of Seller’s account or any other security breach.
Liability for Account Misuse.FeetFinder will not be liable for any loss that Seller may incur due to someone else using Seller’s password or account, either with or without Seller’s knowledge. Seller may be held liable for losses incurred by FeetFinder or another person due to someone else using Seller’s account or password.
Use of Other Accounts.Seller must not use anyone else’s account at any time.
Account Security.FeetFinder cares about the integrity and security of Seller’s personal information. But FeetFinder cannot guarantee that unauthorized persons will never be able to defeat the Website’s security measures or use any personal data Seller provides to FeetFinder for improper purposes. Accordingly, Seller acknowledges that Seller submits personal data at Seller’s own risk.
Seller Offerings
Seller Profile.Seller will create a profile (“Seller Profile”) on the Website to display and offer various content and services for sale, including videos, photos, timeline, daily stories, messages, chat, Subscriptions, and any other paid features available now or in the future (collectively,“Seller Offerings”).Any image or photo used as a profile picture or avatar on Seller Profile must accurately reflect Seller’s appearance.
Seller Content.Seller may create, upload, send, or display various media, content, and material of Seller’s own creation to or through Seller’s account, including photos, videos, audio (for example, music and other sounds), data, text (such as comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material (collectively, "Seller Content"). FeetFinder does not and will not control the manner or means by which Seller creates or posts Seller Content, including the time and place of creating or posting Seller Content. Sellers solely determine the schedule and the methods, details, and means of creating and posting Seller Content. Seller must supply, at Seller’s own expense, all clothing, make-up, accessories, tools, equipment, and instrumentalities needed to produce Seller Content. Seller acknowledges that FeetFinder merely provides Seller the means to distribute Seller Content through the Website. Seller Content must not include third-party intellectual property (such as copyrighted material) unless Seller has a written license or consent from that person or is otherwise legally entitled to do so (i.e., fair use).By uploading Seller Content, Seller (a) consents to be depicted in Seller Content; (b) consents to allow for the public distribution of Seller Content and to upload Seller Content to the Website; and (c) if Seller Content will be made available for downloading by Buyers or other users, consents to have Seller Content downloaded.
Co-Authored Seller Content Policy
If Seller uploads Seller Content to Seller’s account that depicts anyone else other than or in addition to Seller (even if that person cannot be identified from Seller Content) (“Co-Authored Seller Content”), Seller warrants to FeetFinder that each individual shown in any Co-Authored Seller Content uploaded to Seller’s account is (i) a Seller on the Website; or (ii) a consenting adult, and that Seller has verified the identity and age of each such individual and will provide supporting documents as FeetFinder may request in its discretion.
Seller further warrants that Seller has obtained and keeps on record written consent from each individual shown in Seller’s Co-Authored Seller Content that that individual: (i) has given his or her express, prior, and fully informed consent to his or her appearance in the Co-Authored Seller Content; (ii) has consented to allow for the public distribution of the Co-Authored Seller Content in which he or she appears and to upload the Co-Authored Seller Content to the Website; and (iii) if the Co-Authored Seller Content will be made available for downloading by Buyers or other users, has consented to have the Co-Authored Seller Content downloaded.
In addition to the confirmations in sections5 7.3(7.3.1) and 7.3(7.3.2), if Seller uploads Co-Authored Seller Content where the other persons or people appearing in the Co-Authored Seller Content maintain a Seller account on the Website, Seller must tag the FeetFinder account(s) of any person or people appearing in the Co-Authored Seller Content who can be identified from it.
If any Co-Authored Seller Content is a work of joint authorship, Seller is solely responsible for obtaining any required licenses or consents from any other joint authors of the Co-Authored Seller Content that are sufficient to permit that Co-Authored Seller Content to be uploaded to and made available on the Website.
Seller acknowledges that FeetFinder will only arrange for Seller Earnings to be paid to the account to which the Co-Authored Seller Content is uploaded. Seller uploading the Co-Authored Seller Content is solely responsible for dividing and distributing any revenue generated from the Co-Authored Seller Content between the individuals depicted in that Co-Authored Seller Content. Any such revenue-sharing agreement is an independent, private agreement between Seller and those individuals, and FeetFinder is not responsible for supplying or enforcing any such agreements. Seller acknowledges that Seller is not entitled to any Seller Earnings earned on any Co-Authored Seller Content in which Seller appears, but which is posted on another Seller’s account. If Seller posts Co-Authored Seller Content on Seller’s account, FeetFinder may require Seller to provide valid and complete legal information for all individuals who appear in the Co-Authored Seller Content. If Seller fails to provide any information requested by FeetFinder on its request, FeetFinder may do one or more of the following: (i) delete the Co-Authored Seller Content, (ii) restrict Seller’s rights and permissions to post as an Seller, (iii) terminate Seller’s account, or (iv) withhold any part of Seller Earnings earned but not yet paid out to Seller.
Seller hereby releases FeetFinder from and will not make any claims against FeetFinder arising from or related to the Co-Authored Seller Content. Seller will make all claims arising from or related to the Co-Authored Seller Content against Seller who posted the Co-Authored Seller Content or the individuals who appeared in the Co-Authored Seller Content (as applicable).
If Seller is depicted in any Co-Authored Seller Content that another seller whose account Seller is on has uploaded, at any time, Seller has the ability to appeal to FeetFinder to remove that Co-Authored Seller Content from the Website. As a practical matter, FeetFinder’s general policy is and the actions that FeetFinder has always taken to date have been to immediately remove any Co-Authored Seller Content that Seller asks FeetFinder to remove. If in a rare circumstance this does not occur, then FeetFinder’s policy is that once triggered, FeetFinder will, through a reasonable process, confirm that the appropriate consent was obtained and otherwise review the Co-Authored Seller Content to see if it is illegal or otherwise fails to comply with this agreement. If the required consent and other necessary compliance cannot be established, or if the person depicted in the Co-Authored Seller Content can demonstrate that the consent is void under applicable law, FeetFinder will remove that Co-Authored Seller Content with immediate effect. If FeetFinder disagrees that no required consent was obtained (or that the consent is void under applicable law), and FeetFinder finds the Co-Authored Seller Content to not be illegal and the Co-Authored Seller Content complies with this agreement, then FeetFinder will allow that disagreement to be resolved by a neutral body, at FeetFinder’s expense.
Record-Keeping Requirements
Seller must obtain and keep on record written consent from all persons (including Seller) depicted in Seller Content specific to the following areas: (i) consent to be depicted in Seller Content; (ii) consent to allow for the public distribution of Seller Content and to upload Seller Content to the Website; and (iii) if Seller Content will be made available for downloading by Buyers or other users, consent to have Seller Content downloaded..
Seller must verify the identity and age of all persons depicted in Seller Content to ensure that all persons depicted are adults and must be able to provide supporting documents to FeetFinder on request..
Seller must comply with the federal record-keeping and labeling requirements codified at 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75 for all Seller Content that contains visual depictions of actual sexually explicit conduct. Seller must obtain and keep all records necessary to demonstrate that Seller complies with 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75, including legible copies of picture identification cards (as defined by 28 C.F.R. 75.1) for each individual appearing in any Seller Content on the date of the production of that Seller Content. Seller or a third-party service provider must act as the “Custodian of Records” as required by 28 C.F.R. Part 75 and must keep all required records at Seller’s or that third party’s primary address. Seller must make available to FeetFinder or any government official, and copy at FeetFinder’s request, all records required to be kept under 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75.
Interactive Services. Seller may use various interactive features, including chat, messaging, email, timeline, and comment sections (collectively, “Interactive Services”) designed to foster interactions between Seller and Buyers. Seller is responsible for all feedback transmitted by Buyers through the Interactive Services. FeetFinder is not required to review, endorse, police, or enforce any relationships or interactions between Seller and any Buyer using the Interactive Services. Nor is FeetFinder required to resolve any dispute between Seller and any Buyer or any other person, except under the Complaint Policy set out in Section 30.17 of the Website’s Terms-of-Service Agreement.
Acceptable Use Policy.FeetFinder offers the Website as a place where Sellers can express their creativity and monetize their content. But Sellers must respect the following acceptable use policy ("Acceptable Use Policy"), or they may face suspension or termination. Seller acknowledges that Seller is solely responsible for Seller Content that Seller offers, publishes, transmits, or posts on or through the Website. Seller Profile, Seller Content, Seller Offerings, and the Interactive Services must not:
Depict, discuss, facilitate, promote, advertise, or solicit any activity that is illegal or otherwise violates credit card association standards or applicable law, or advocate, discuss, facilitate, promote, advertise, solicit, or assist any activity that violates applicable law, including prostitution, escort services, or sex trafficking.
Contain any harmful, threatening, defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable material.
Promote violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
Contains any of the following: (1) children; (2) child exploitation or sexual abuse material; (3) underage play; (4) incest; (5) rape or nonconsensual sex; (6) hypnosis; (7) intoxication; (8) sexual assault; (9) extreme violence; (10) nonconsensual pain; (11) blood or menstrual bleeding; (12) cutting; (13) self-harm or suicide; (14) erotic asphyxiation; (15) torture; (16) necrophilia; (17) sadomasochistic abuse; (18) hardcore bondage; (19) fisting; (20) genital mutilation; (21) bestiality; (22) urine, water sports, scat, or excrement-related material; (23) enema play; (24) vomit; or (25) any other matter that would be considered obscene under the applicable community standards or would otherwise violate any law.
Contain unsolicited sexual content or unsolicited language that sexually objectifies another person in a nonconsensual way or contains fake or manipulated sexual content concerning another person (including “deepfakes”).
Promote, depict, or constitute “revenge porn” (being any sexually explicit material featuring any individual who has not given prior, express, and fully informed consent to that material (i) being taken, capture, or otherwise memorialized; or (ii) being posted and shared on the Website or the Interactive Services).
Promote or depict firearms, weapons, or any goods whose sale, possession, or use is subject to prohibitions or restrictions.
Promote or depict alcohol or drugs (regardless of legalization or decriminalization) or drug paraphernalia.
Infringe any patent, service mark, trademark, trade name, copyright, trade secret, or other intellectual property or proprietary rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable law or otherwise may be in conflict with this agreement, or the Website’s Terms-of-Service Agreement.
Be likely to deceive any person.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person or misrepresent Seller’s identity or affiliation with any individual or organization.
Display any telephone numbers, street addresses, last names, email addresses, URLs, or any person’s confidential information.
Display any content with confidential or personally identifiable information.
Make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users, including unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, information announcements, charity requests, and petitions for signatures.
Give the impression that it emanates from or is endorsed by FeetFinder or any other individual or entity if this is not the case.
Contain technically harmful material, including computer viruses, logic bombs, Trojan horses, worms, malware, ransomware, harmful components, corrupted data, or other malicious software or harmful data.
Pre-Publication Review and Real-Time Monitoring of Seller Content.FeetFinder reviews all non-live Seller Content before it is published to the Website to ensure that Seller Content is not illegal and does not otherwise violate the7.6 Acceptable Use Policy, the Website’s Terms-of-Service Agreement, credit card association standards, or applicable law.
Enforcement and Investigations
FeetFinder may do any of the following at any time:
Remove or block Seller Profile or any Seller Content for any reason or no reason at FeetFinder’s sole discretion. The reasons for rejection may include where FeetFinder believes that Seller Profile or Seller Content is illegal, breaches this agreement, or violates credit card association standards or applicable law.
Take any action concerning Seller Content that FeetFinder considers necessary or appropriate in its sole discretion, including if FeetFinder believes that Seller Content is illegal, breaches this agreement, infringes any intellectual property right of any person, threatens the personal safety of the Website’s users or the public, could create liability for FeetFinder, or otherwise violates credit card association standards or applicable law.
Disclose Seller’s identity or other information about Seller if required by applicable law or court order (including by subpoena) to any person who claims that Seller Content violates their rights, including their intellectual property rights or their right to privacy or publicity.
Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Website, including posting illegal or unauthorized Seller Content. FeetFinder may pursue any legal remedies against Seller for breach of this agreement, including if Seller engages in any conduct prohibited by the 7.6 Acceptable Use Policy, the Website’s Terms-of-Service Agreement, or if Seller otherwise engages in any activity that is illegal or fraudulent. FeetFinder will also report any Seller Content that could be considered exploitative of children in any way to the National Center for Missing and Exploited Children’s CyberTipline and any other applicable legal and regulatory bodies.
Suspend or terminate Seller’s account or access to any part of the Website for any reason or no reason, including breach of this agreement, engaging in any activity that is illegal or fraudulent, or otherwise violating credit card association standards or applicable law.
It is FeetFinder’s policy to suspend access to any Seller Content that FeetFinder becomes aware of that might not comply with this agreement, the Website Terms-of-Service Agreement, any credit card association standards, or applicable law while it investigates the suspected non-compliance or unlawfulness of that Seller Content. If FeetFinder suspends access to any Seller Content, Seller may request a review of FeetFinder’s decision to suspend access to the relevant Seller Content by contacting FeetFinder at [email protected]. After it investigates the suspected non-compliance or unlawfulness of the relevant Seller Content, FeetFinder may take any action it considers appropriate, including to reinstate access to Seller Content or to permanently remove or disable access to the relevant Seller Content without needing to obtain any consent from Seller and without giving Seller prior notice. Seller must at its own cost promptly provide to FeetFinder all reasonable assistance (including by providing FeetFinder with copies of any information that it requests) in its investigation. FeetFinder will not be responsible for any loss suffered by Seller arising from or relating to the suspension of access to Seller Content or any other steps that it takes in good faith to investigate any suspected non-compliance or unlawfulness of Seller Content under this section 7.8(7.8.2).
If FeetFinder suspends access to or deletes any Seller Content, FeetFinder will notify Seller via email or electronic message to Seller’s account, but FeetFinder is not required to give Seller prior notice of that removal or suspension.
If FeetFinder suspends access to Seller’s account or terminates Seller’s access to the Website, FeetFinder will notify Seller via email. During any period when access to Seller’s account is suspended, FeetFinder may withhold any part of Seller Earnings due to Seller but not yet paid.
FeetFinder fully cooperates with law enforcement authorities and court orders requesting or directing FeetFinder to disclose the identity or other information about anyone posting any content on or through the Website. Seller hereby waives and holds harmless FeetFinder and its affiliates, licensees, and service providers from any claims resulting from any action taken during, or taken because of, investigations by either FeetFinder or law enforcement authorities.
FeetFinder does not endorse the opinions expressed in Seller Profile, Seller Content, Seller Offerings, or the Interactive Services. FeetFinder will not be liable for any action or inaction regarding transmissions, communications, or content provided by any person. FeetFinder will not be liable to anyone for performance or nonperformance of the activities described in this section 7.8.
Filtering Tools. Sellers may use various blocking and filtering features to block Buyers based on geographical regions from accessing Seller Profile or Seller Offerings, including Seller Content. Sellers may also block individual Buyers from accessing Seller Profile or Seller Offerings, including Seller Content. Seller is solely responsible for all acts or omissions associated with Seller’s use of the filtering tools.
Buyer Subscriptions and Purchases
All Buyer/Seller Transactions are contracts between Buyer and Seller on the terms of the Standard Agreement between Buyer and Seller. Although FeetFinder facilitates Buyer/Seller Transactions by providing the Website, storing Seller Content, and acting as a payment intermediary, FeetFinder is not a party to the Standard Agreement between Buyer and Seller or any other contract that may exist between a Buyer and Seller, and FeetFinder is not responsible for any Buyer/Seller Transaction.
Seller is solely responsible for setting prices for Seller Offerings, including Subscription fees for Seller’s account. Buyers must submit payment using an approved payment method through the Website’s billing interface. Seller must not use any third-party payment provider (such as Paxum, PayPal, Venmo, Zelle, etc.) to accept payments for any Seller Offerings.
Buyer Payments are exclusive of Taxes, which will be added at the current rate as applicable to Buyer Payments.
When Seller receives confirmation from FeetFinder, either on the Website or by email or both, that Buyer/Seller Transaction has been confirmed, Seller must perform Seller’s part of that Buyer/Seller Transaction (for example, by allowing Buyer to view Seller Content on your Seller account or providing the customized Seller Content paid for by Buyer or allowing Buyer to use Buyer interaction function paid for (as applicable)). Seller will indemnify FeetFinder for any breach by Seller of these obligations, including any loss or damage (including loss of profit) that FeetFinder suffers as a result of Seller’s failure to comply with these obligations.
Seller Content Deletion.Seller may delete Seller Profile or remove Seller Content at any time, on condition that the removal does not interfere with the licenses granted in this agreement and the Standard Agreement between Buyer and Seller.
Seller Proprietary Rights
Seller Content Ownership.FeetFinder does not claim any ownership rights in Seller Content. Seller continues to retain any ownership rights that Seller may have in Seller Content subject to the licenses granted in sections 7.12(7.12.2), 7.12(7.12.3), and 7.12(7.12.5).
License Grant to FeetFinder.Seller hereby grants FeetFinder, its affiliates, service providers, and each of their and FeetFinder’s respective licensees a worldwide, sublicensable, transferrable license to stream, host, cache, route, transmit, store, copy, modify, distribute, publicly perform and display (through all media now known or later created), reformat, excerpt, analyze, create algorithms based on, prepare derivative works of, sell, exploit, and otherwise use Seller Content and any associated trademarks, service marks, or trade names solely in connection with the Website and FeetFinder’s business, including for (a) displaying Seller Content on the Website; (b) allowing Buyers to view, play, stream, or download Seller Content (as applicable); and (c) promoting Seller Profile and Seller Content on the Website and on FeetFinder’s social media accounts, including for advertising and marketing purposes. This license includes the right to reproduce, distribute, display, perform, create derivative works, or otherwise exploit Seller Content in proximity with or in connection with any third-party content, including advertisements.
License Grant to Buyers.Seller hereby grants each Buyer who obtains access to Seller Content through the Website a worldwide, nonexclusive license to access Seller Content through the Website and to use that Seller Content, including to display, play, stream, download, and perform it, only as enabled by the Website’s features (such as video playback or download). This license does not grant any rights or permissions for a Buyer to use Seller Content independent of the Website, except to download a single copy of Seller Content for Buyer’s own personal, noncommercial use and not for further reproduction, publication, or distribution.
License Duration.The licenses granted by Seller continue for a commercially reasonable period after Seller removes Seller Content from Seller’s account, except that the license granted to Buyers in section 7.12(7.12.3) does not terminate for downloaded Seller Content so long as Buyer is not otherwise in breach of the Website Terms-of-Service Agreement or the Standard Agreement between Buyer and Seller. Seller acknowledges that FeetFinder may retain, but not display, distribute, or perform, server copies of the removed Seller Content.
Use of Seller’s Name, Likeness, and Information.Seller hereby grants FeetFinder and its affiliates, and each of their respective direct and indirect successors, licensees, and assigns the right to use Seller’s name, image, likeness, and biographical and professional information, including information Seller provides to FeetFinder and any other information publicly available about Seller, in connection with the Website, Seller Content, and Seller Offerings, including advertising and promoting the Website, Seller Profile, Seller Content, and Seller Offerings, throughout the universe and in any medium or format now existing or later developed without further consent from or any royalty, payment, or other compensation to Seller. Seller acknowledges that Seller’s name and likeness may appear on websites containing adult-oriented material, including content that Seller might consider obscene, indecent, offensive, or otherwise objectionable. Seller waives any right to inspect or approve FeetFinder’s use of Seller’s name and likeness.In addition, Seller must obtain a signed written release, waiver of rights, and release of claims for each identifiable person in any Co-Authored Seller Content to allow the use of their name and likeness in that Co-Authored Seller Content and to allow that Co-Authored Seller Content to be posted and downloaded on the Website.
Moral Rights Waiver.Seller waives all claims Seller may now or later have in any jurisdiction to so-called “moral rights” or rights of droit moral in Seller Content.
Seller Earning Payouts
Payouts
All Buyer Payments will be received by a third-party payment provider approved by FeetFinder. FeetFinder will receive the full Buyer Payment from the relevant payment provider. FeetFinder will deduct the Service Fee from Buyer Payment and then will hold Seller Earnings on Seller’s behalf in FeetFinder’s capacity as Seller’s agent. FeetFinder will pay Seller Seller Earnings according to the payout procedures set out on the Website using the payment method selected by Seller. FeetFinder may add or remove payment methods at any time.
All Buyer Payments and Seller Earnings are transacted in US dollars. Seller’s bank may charge Seller currency conversion or transfer fees to receive Seller Earnings. Additionally, Seller’s e-wallet company may charge Seller a fee for accessing the money. FeetFinder does not have control over currency exchange rates or charges imposed by Seller’s bank or e-wallet company, and FeetFinder is not responsible for paying any charges imposed by Seller’s bank or e-wallet company.
If Seller is an entity or sets up an entity to receive Seller Earnings, Seller must provide evidence to FeetFinder on request that Seller is the Person with Majority Control of that entity. Except as provided otherwise in this agreement, FeetFinder will only pay Seller Earnings into a bank account not held in Seller’s name where the bank account is held in the name of an entity and Seller is the Person with Majority Control of that entity. If Seller uses an entity to receive Seller Earnings, Seller must comply with all laws (including Tax laws) that are applicable to entities in the place where the entity is established. For purposes of this agreement, (1) “Person with Majority Control”means any individual who meets one or both of the following conditions with respect to an entity: (A) the individual holds, directly or indirectly, more than 50% of the ownership interest in that entity; or (B) the individual holds, directly or indirectly, more than 50% of the voting rights in that entity; and (2)“Tax” means all forms of tax and statutory, governmental, state, federal, provincial, local government, or municipal charges, duties, imposts, contributions, levies, withholdings, or liabilities wherever chargeable in any jurisdiction.
If a Buyer successfully seeks a refund or chargeback from their credit card provider with respect to a Buyer Payment made to Seller, FeetFinder may investigate and may deduct from Seller’s account an amount equal to Seller Earnings earned by Seller on the charged-back or refunded amount.
If FeetFinder cannot pay out Seller Earnings to Seller after 12 months because of inaccurate information in Seller’s account and FeetFinder cannot contact Seller, Seller will automatically forfeit Seller Earnings, and Seller Earnings will become FeetFinder’s property. Seller Earnings that are deemed unclaimed property may be turned over to the applicable governmental body where required by applicable law.
Seller Earnings Withholdings
FeetFinder may withhold any part of Seller Earnings due to Seller but not yet paid out: (i) if FeetFinder believes that Seller has or may have seriously or repeatedly breached any part of this agreement, the Website’s Terms-of-Service Agreement , credit card association standards, or applicable law; (ii) if Seller attempts or threatens to breach any part of this agreement or the Website’s Terms-of-Service Agreement in a way that FeetFinder believes could have serious consequences for it or another user (including actual or possible loss caused to FeetFinder or another user); or (iii) if FeetFinder suspects that any part of Seller Earnings results from unlawful or fraudulent activity, either by Seller or by Buyer who made Buyer Payment resulting in Seller Earnings, for as long as is necessary to investigate the actual, threatened, or suspected breach by Seller or the suspected fraudulent or unlawful activity (as applicable). If after its investigation, FeetFinder concludes that (i) Seller has seriously or repeatedly breached any part of this agreement, the Website’s Terms-of-Service Agreement , credit card association standards, or applicable law; (ii) Seller has attempted or threatened to breach any part of this agreement or the Website’s Terms-of-Service Agreement in a way that has or could have serious consequences for FeetFinder or another user (including actual or possible loss caused to FeetFinder or another user); or (iii) Seller Earnings results from unlawful or fraudulent activity, FeetFinder may notify Seller that Seller has forfeited Seller Earnings.
FeetFinder may also withhold all or any part of Seller Earnings due to Seller but not yet paid out if FeetFinder receives notice that Seller has secured, encumbered, pledged, assigned, or otherwise allowed a lien to be placed on Seller Earnings. FeetFinder is not required to pay Seller Earnings to third-party lienholders and may withhold payment of Seller Earnings until the lien has been removed.
FeetFinder will not have any responsibility to Seller if it withholds or forfeits Seller Earnings where FeetFinder has the right to do so under this agreement.
If FeetFinder is withholding Seller Earnings due to Seller, and FeetFinder determines that part of Seller Earnings withheld is unrelated to Seller’s breach or suspected unlawful or fraudulent activity, FeetFinder may arrange for Seller to be paid the part of Seller Earnings that FeetFinder determines to be unrelated to Seller’s breach or suspected unlawful or fraudulent activity. However, Seller acknowledges that if FeetFinder determines that Seller’s breaches have or may cause FeetFinder losses, FeetFinder may withhold all Seller Earnings due but not yet paid and FeetFinder may set off those amounts against any losses FeetFinder suffers.
If after FeetFinder concludes its investigation, it determines that Seller Earnings are forfeited, FeetFinder will (unless prohibited by law) use its reasonable efforts to ensure that any Buyer Payments that resulted in forfeited Seller Earnings are returned to the relevant Buyers who paid those Buyer Payments.
Taxes
Taxes are solely Seller’s responsibility. FeetFinder recommends that Seller seek professional Tax advice to ensure that Seller is compliant with Seller’s Tax obligations under applicable law based on Seller’s individual circumstances.
FeetFinder may withhold any amounts due to Seller that FeetFinder determines in good faith must be withheld under US tax law or any other applicable law.
FeetFinder may file reports concerning income with any taxing authority, including the US Internal Revenue Service.
By using the Website as a Seller, Seller states that Seller has reported and will report in the future the receipt of all payments made to Seller in connection with Seller’s use of the Website to the relevant tax authority in Seller’s jurisdiction, as required by applicable law.
By using the Website as a Seller, Seller states that Seller will at all times comply with all applicable laws and regulations relating to Tax that apply to Seller. If, at any point while Seller has an account on the Website, any Tax non-compliance occurs relating to Seller (including Seller’s failure to report earnings or the imposition on Seller of any penalty or interest relating to Tax) or if any litigation, inquiry, or investigation is brought against Seller that is in connection with, or that may lead to, any occurrence of Tax non-compliance, Seller must: (i) notify FeetFinder by email to [email protected] in writing within five days of the occurrence of the Tax non-compliance or the filing of the litigation, inquiry, or investigation (as applicable); and (ii) promptly provide FeetFinder by email to [email protected]with: (1) details of the steps that Seller is taking to address the Tax non-compliance and to prevent it from happening again, together with any mitigating factors that Seller considers relevant; and (2) that other information about the Tax non-compliance as FeetFinder may reasonably require.
Seller is solely responsible for Seller’s own Tax affairs and FeetFinder (i) is not responsible for advising Seller on Seller’s Tax affairs and will not be liable with respect to any general information provided on the Website or by [email protected] [email protected]respect to Tax, and (ii) will not be liable for any non-payment of Tax by Sellers.
FeetFinder may close Seller’s account if it is notified of or becomes aware of any Tax non-compliance by Seller.
Disputes.If Seller disputes FeetFinder’s calculation of Seller Earnings, Seller must notify FeetFinder in writing no later than 30 days after that disputed calculation. Failure to notify FeetFinder within this period will result in Seller’s waiver of any claims related to that disputed calculation.
Relationship of the Parties
The parties intend that their relationship will be that of independent contractors and not business partners. This agreement does not, and the parties do not intend it to, create a partnership, joint venture, agency, franchise, or employment relationship. The parties expressly disclaim the existence of any of these relationships between them. Neither party is the agent for the other. Neither party has the right to bind the other on any agreement with another person, except that when FeetFinder receives Seller Earnings, it is collecting and holding them on Seller’s behalf until distribution under section 8.1.
Seller is not eligible under this agreement to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by FeetFinder to its employees.
FeetFinder is not responsible for withholding or paying any income, payroll, Social Security, or other foreign, federal, state, or local taxes; making any insurance contributions, including unemployment or disability; or obtaining worker’s compensation insurance on Seller’s behalf. Seller is solely responsible for all those taxes or contributions, including penalties and interest. Seller is also responsible for keeping adequate worker’s compensation coverage or insurance for Seller and any employee or other personnel Seller engages.
Any persons employed or engaged by Seller in connection with the creation, production, or submission of Seller Content must be Seller’s employees or contractors, and Seller will be fully responsible for them and indemnify FeetFinder against any claims made by or on behalf of any such employee or contractor. Seller must require each such employee and contractor to sign written agreements securing for FeetFinder all rights granted to FeetFinder in this agreement and the written consents required in sections 7.2 and 7.3 before that employee or contractor provides, creates, or otherwise performs or is depicted in any Seller Content or Co-Authored Seller Content in connection with this agreement.
Statements of Fact.Seller states that the following facts are accurate and will continue to be accurate during this agreement:
If Seller is an individual, Seller is at least 18-years old and has the legal capacity to enter into this agreement. If Seller is an entity, it is duly organized, validly existing, and in good standing as a legal entity under the laws of its jurisdiction of incorporation, organization, or chartering.
Seller has the power to enter into this agreement, to grant the rights and licenses granted in it, and to perform Seller’s obligations in this agreement.
Seller is duly licensed, authorized, and certified by all applicable governmental and regulatory authorities to perform Seller’s duties and obligations under this agreement.
Seller is not, nor is Seller acting for any person or entity that is, prohibited from engaging in transactions with US citizens, nationals, or entities under US law, including regulations issued by the US Office of Foreign Assets Control (OFAC).
Seller is not, nor is Seller acting for any person or entity that is, a Specially Designated National (SDN), as OFAC may designate on one or more occasions.
Seller has independently evaluated the desirability of participating on the Website, and Seller has not relied on any statement other than those in this agreement.
Seller’s signing and performance of this agreement will not conflict with or violate (a) any order, judgment, or decree that applies to Seller; or (b) any agreement that applies to Seller.
Seller’s performance under this agreement will not:
invade the right of privacy or publicity of any person (including invasion of rights of celebrity);
involve any defamatory, obscene, indecent, or otherwise unlawful material;
violate any applicable law, including 18 U.S.C. § 1591 (sex trafficking of children or by force, fraud, or coercion), and 18 U.S.C. § 2421A (promotion or facilitation of prostitution and reckless disregard of sex trafficking); or
otherwise infringe on the rights of any third parties, including those of copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights, or engage in false advertising, unfair competition, violation of antidiscrimination law, or violation of any other right of any person.
Seller Content complies with this agreement (including the 7.6 Acceptable Use Policy) and the Website’s Terms-of-Service Agreement.
Seller holds all rights necessary to grant the licenses granted in sections 7.12(7.12.2), 7.12(7.12.3), and 7.12(7.12.5).
Seller either owns Seller Content (and all intellectual property rights in it) or has a valid license to offer and supply Seller Content on the Website.
If Seller Content includes third-party material, Seller has secured all rights, licenses, written consents (including those required by section 7.3 (Co-Authored Seller Content Policy ), and releases that are necessary for Seller to use that third-party property in Seller Content or the Co-Authored Seller Content and for the later use and exploitation of that Seller Content or Co-Authored Seller Content under this agreement.
Seller Content is of satisfactory quality, taking account of any description of Seller Content, the price, and all other relevant circumstances, including any statements or representation that Seller makes about the nature of Seller Content on Seller’s account or in any advertising.
Seller Content does not depict any individual under 18-years old on the date of the production of that Seller Content.
Seller complies with 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75, including inspecting and keeping all required written documents, including written documents sufficient to confirm that all subjects of Seller Content were at least 18-years old at the time of the production of Seller Content as required by 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75, and will provide FeetFinder with copies of all required written documents on request.
Seller obtains and keeps on record written consent from all persons (including Seller) depicted in Seller Content specific to the following areas: (a) consent to be depicted in Seller Content; (b) consent to allow for the public distribution of Seller Content and to upload Seller Content to the Website; and (c) if Seller Content will be made available for downloading by Buyers or other users, consent to have Seller Content downloaded.
Seller verifies the identity and age of all persons depicted in Seller Content to ensure that all persons depicted are adults and is able to provide supporting documents on request.
Privacy.For information about how FeetFinder collects, uses, and shares Seller’s personal information, please review the Website’s Privacy Policy . Seller acknowledges that FeetFinder may retain indefinitely information Seller submits to FeetFinder, including a copy of Seller’s government-issued identification, in case the information is needed to comply with applicable law, including 18 U.S.C. §§ 2257–2257A and 28 C.F.R. Part 75, or in a good-faith belief that preservation or disclosure of that information is reasonably necessary, in FeetFinder’s opinion, to (a) comply with legal process, including civil and criminal subpoenas, court orders, or other compulsory disclosure; (b) enforce this agreement; (c) respond to claims of a violation of the rights of third parties, regardless of whether the third party is a user, individual, or government agency; or (d) protect the rights, property, or personal safety of FeetFinder, the Website’s users, or the public.
Non-Disparagement.During this agreement and for two years after its termination, Seller must not make, publish, or communicate to any person or entity or in any public forum or on the Internet or any social media platform any defamatory or disparaging remarks, comments, or statements (written or oral) concerning FeetFinder or its businesses (including the Website), or any of its managers, members, employees, and service providers, and other associated third parties, now or in the future. This section does not restrict or impede Seller from making any truthful statement in connection with any legal proceeding or investigation by FeetFinder or any government body.
Termination
Termination by Seller; Account Deletion.Seller may terminate this agreement at any time for any reason by deleting or closing Seller’s account.
Termination by Company.FeetFinder may terminate this agreement and Seller’s access to the Website for any reason by giving Seller 30 days’ notice by email or electronic message to Seller’s account. FeetFinder may suspend, disable, or terminate Seller’s account or terminate this agreement with Seller immediately and without prior notice: (a) if Seller breaches this agreement or the Website’s Terms-of-Service Agreement; (b) if the Seller Content violates the 7.6 Acceptable Use Policy, the Website’s Terms-of-Service Agreement, credit card association standards, or applicable law; (c) if the Seller Content infringes the intellectual property rights of another person; (d) if Seller engages in fraudulent, illegal, or suspicious activity; (e) if Seller engages in conduct that threatens the personal safety of the Website’s users or the public or would tend to damage FeetFinder’s reputation and goodwill or create liability for FeetFinder; or (f) if Seller otherwise engages in conduct that violates credit card association standards or applicable law.
Effect of Termination.On termination, Seller’s right to access the Website and all licenses granted by FeetFinder terminate, and FeetFinder may deal with the Seller Content in any appropriate manner under the Privacy Policy (including by deleting it) and Seller will no longer be entitled to access to the Seller Content. There is no technical facility on the Website for Seller to be able to access Seller Content after termination of Seller’s account. FeetFinder will remit to Seller, no later than 45 days after the date of termination and subject to section 8.2 (Seller Earnings Withholdings), all outstanding and undisputed Seller Earnings earned under this agreement. In addition, Seller acknowledges that FeetFinder may set off against any Seller Earnings owed to Seller any loss incurred under section 17 (Indemnification).
Acknowledgments and Warranty Disclaimers
FeetFinder is not guaranteeing the amount of money Seller will earn under this agreement from its use of the Website and the Services (including the FeetFinder Referral Program). Seller acknowledges that past earnings do not guarantee or suggest similar future earnings.
Seller assumes sole responsibility for all risks, consequences, and damages resulting from Seller’s interaction or association with the Website, including risks associated with the publicity of appearing on the Internet; the risk of recording, piracy, or unauthorized dissemination of Seller Content; or the risk of publication of Seller’s identity, including publication of Seller’s personal information.
FeetFinder is not making any warranty—express or implied—that:
the use of the Website or the Services will be timely, uninterrupted, or error-free (whether as a result of technical failure, acts or omissions of third parties, or other causes) or will operate in combination with any other hardware, software, system, or data;
the Website, the Materials, or the Services will meet Seller’s requirements or expectations;
the Website, the Materials, or the Services will be accurate or reliable;
FeetFinder will correct errors or defects on the Website; or
the servers that make the Website available are free of viruses or other harmful components.
FeetFinder offers the Website, the Materials, and the Services “as is” and “as available.” FeetFinder is not making any warranty, either express or implied, about the Website, the Materials, or the Services, including any implied warranty of merchantability, fitness for a particular purpose, and noninfringement. No oral or written advice or information obtained from FeetFinder, the Website, or elsewhere will create any warranty not expressly stated here.
Limitation of Liability
FeetFinder, its directors, officers, employees, agents, subsidiaries, affiliates, licensors, and services providers will not be liable to Seller for breach-of-contract damages that FeetFinder could not reasonably have foreseen on entry into this agreement. FeetFinder, its directors, officers, employees, agents, subsidiaries, affiliates, licensors, and services providers also will not be liable to Seller—regardless of theory of liability and even if FeetFinder knew or should have known of the possibility of these damages—for damages for any of the following: (a) personal injury; (b) pain and suffering; (c) emotional distress; (d) loss of use; (e) loss of services; (f) loss of profits; (g) loss of revenue; (h) loss of goodwill; (i) loss of contracts; (j) loss of data; (k) loss of privacy; (l) loss of business or opportunity; or (m) cost of obtaining substitute services related to the Website or the Services.
Except as stated in section 17 (Indemnification), neither party will be liable to the other party for indirect, incidental, special, statutory, exemplary, or punitive damages arising from or relating to this agreement, regardless of the theory of liability and even if that party knew or should have known of the possibility of these damages, including loss of revenue or anticipated profits or lost business.
The total cumulative liability of FeetFinder, its directors, officers, employees, agents, subsidiaries, affiliates, licensors, and services providers to Seller will not exceed the greater of (a) total amount owed to Seller under this agreement and (b) $5,000 even if the remedy fails of its essential purpose.
Scope of Disclaimers and Limitations.The disclaimers and limitations stated in sections 14 and 15 apply to the greatest extent allowed by law, but no more. FeetFinder does not intend to deprive Seller of any mandatory protections provided to Seller by law. Because some jurisdictions may prohibit the disclaimer of some warranties, the limitation of some damages, or other matters, one or more disclaimers or limitations might not apply to Seller.
Indemnification
In General.Seller must pay FeetFinder, its directors, officers, employees, agents, subsidiaries, affiliates, licensors, and services providers (collectively,“Indemnified Parties”) for any loss of an Indemnified Party’s that is caused by (a) Seller’s use of the Website, the Materials, or the Services; (b) Seller Content; (c) Seller’s failure to pay Taxes in connection with Seller Earnings earned under this agreement; (d) Seller’s dispute with any Buyer or other person; (e) Seller’s breach of this agreement, the Website’s Terms-of-Service Agreement, or the Standard Agreement between Buyer and Seller ; (f) Seller’s infringement of any person’s intellectual property rights or violation of any other third-party rights; (g) Seller’s violation of applicable law or credit card association standards; (h) Seller’s tortious acts or omissions; or (i) Seller’s illegal conduct. But Seller is not required to pay if the Indemnified Party’s intentional misconduct caused the loss.
Definitions. “Loss”means an amount that the Indemnified Party is legally responsible for or pays in any form. Amounts include, for example, a judgment, a settlement, a fine, damages, injunctive relief, staff compensation, a decrease in property value, and expenses for defending against a claim for a loss (including fees for legal counsel, expert witnesses, and other advisers). A loss can be tangible or intangible; can arise from bodily injury, property damage, or other causes; can be based on tort, breach of contract, or any other theory of recovery; and includes incidental, direct, and consequential damages. A loss is “caused by” an event if the loss would not have occurred without the event, even if the event is not a proximate cause of the loss.
Indemnified Party’s Duty to Notify.The Indemnified Party will notify Seller before the 15th business day after the Indemnified Party knows or should reasonably have known of a claim for a loss that Seller might be obligated to pay. The Indemnified Party’s failure to notify Seller timely does not terminate Seller’s obligation, except to the extent that the failure prejudices Seller’s ability to defend the claim or mitigate losses.
Legal Defense of a Claim.The Indemnified Party has control over defending a claim for a loss (including settling it) unless the Indemnified Party directs Seller to control the defense. If the Indemnified Party directs Seller to control the defense, Seller will not settle any litigation without the Indemnified Party’s written consent if the settlement (1) imposes a penalty or limitation on the Indemnified Party, (2) admits the Indemnified Party’s fault, or (3) does not fully release the Indemnified Party from liability. Seller and the Indemnified Party will cooperate in good faith on a claim.
No Exclusivity.The Indemnified Parties’ rights under this section 18 do not affect other rights that they might have.
Dispute Resolution
Litigation Election.Either party may elect to litigate the following type of case or controversy: (a) an action seeking injunctive relief, or (b) a suit to compel compliance with this section 18.
Arbitration. The parties must settle all claims and disputes arising out of or relating to the Website or this agreement by binding online/virtual arbitration with Arbitration Resolution Services, Inc. (ARS) (or a similar online dispute resolution provider if ARS is unavailable). The parties will abide by all rules of ARS, as found on its website at www.arbresolutions.com. The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, enforceability, or formation of this agreement, including any claim that all or any part of this agreement is void or voidable. Each party will be responsible for paying any filing, administrative, and arbitrator fees associated with the arbitration. The arbitrator may grant whatever relief that would be available in a court at law or in equity, except that the arbitrator must not award punitive or exemplary damages or damages otherwise limited or excluded in this agreement. The arbitrator’s award will include costs of arbitration, reasonable legal fees, and reasonable costs for experts and other witnesses. Judgment on any award rendered in any such arbitration may be entered in any court having jurisdiction. Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under this agreement without the parties’ prior written consent.
Injunctive Relief.Seller acknowledges that breach by Seller of this agreement could cause irreparable harm for which damages would be an inadequate remedy. Accordingly, if any breach occurs or is threatened, FeetFinder may seek an injunction, a restraining order, or any other equitable remedy, in each case without posting a bond or other security.
Jurisdiction and Venue.If a party brings any proceeding seeking an injunction, a restraining order, or any other equitable remedy to which that party is entitled under this agreement, that party will bring that proceeding only in the United States District Court for the District of Nevada or in any state court of competent jurisdiction in Clark County, Nevada, and each party submits to the exclusive jurisdiction and venue of those courts for purposes of any proceeding. Each party waives any claim that any proceeding brought under section 18.4 has been brought in an inconvenient forum or that the venue of that proceeding is improper.
Recovery of Expenses.In any arbitration or litigation proceedings between the parties arising out of or relating to this agreement, the Prevailing Party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the Prevailing Party incurs in those proceedings, including legal fees and expenses. For purposes of this section 18.5,“Prevailing Party” means, for any proceedings, the party in whose favor an award is rendered, except that if in those proceedings the award finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or more other claims or counterclaims, neither party will be the Prevailing Party. If any proceedings are voluntarily dismissed or are dismissed as part of the settlement of that dispute, neither party will be the Prevailing Party in those proceedings.
Jury Trial Waiver.Each party waives its right to a trial by jury in any proceedings arising out of or relating to this agreement. Either party may enforce this waiver up to and including the first day of trial.
Class Action Waiver.The parties must conduct all proceedings to resolve a dispute in any forum on an individual basis only. In any dispute,neither Seller nor FeetFinder will be entitled to join or consolidate claims by or against other users in court or in arbitrator or otherwise participate in any claim as a class representative, class member, or in a private attorney general capacity.The arbitral tribunal will not consolidate more than one person’s claims and will not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waive may only be raised in a court of competent jurisdiction.
Limited Time to Bring Claims.A party must not bring a claim arising out of or relating to this agreement more than one year after the cause of action arose. Any claim brought after one year is barred.
General
Entire Agreement.his agreement, together with the Website’s Terms-of-Service Agreement, constitutes the entire agreement of the parties concerning its subject matter and supersedes all earlier written or oral discussions, negotiations, proposals, undertakings, understandings, and agreements between the parties concerning the subject matter.
Amendment.FeetFinder may change this agreement on one or more occasions, on condition that changes will not apply to ongoing disputes or disputes arising out of events occurring before the posted changes. FeetFinder will notify Seller through the Website or by email of any changes to this agreement. Changes will become effective 15 days after posted on this page (“Effective Date”). It is Seller’s responsibility to check this page periodically for changes to this agreement. If Seller continues to use the Website after the Effective Date, FeetFinder will consider Seller’s continued use of the Website as acceptance. If Seller does not agree, Seller’s sole remedy is to stop using the Website and the Services and terminate this agreement before the Effective Date.
Assignment and Delegation.This agreement is personal to Seller. Seller will not assign any of Seller’s rights or delegate any performance under this agreement, except with FeetFinder’s prior written consent. FeetFinder may assign any of its rights or delegate any performance under this agreement without Seller’s consent. Any purported assignment of rights or delegation of performance by Seller in breach of this section 19.3 is void.
Waivers.If FeetFinder fails to exercise or enforce any right or provision of this agreement, it will not constitute a waiver of that right or provision. Any waiver of any provision of this agreement will be effective only if in writing and signed by FeetFinder.
Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
Notices
Notice to FeetFinder.Seller may give notice to FeetFinder by email to [email protected]. unless a different email address is listed on the Website for giving notice. FeetFinder may change its contact information on one or more occasions by posting the change on the Website. Please check the Website for the most current information for sending notice to FeetFinder.
Notice to Seller.Seller consents to receive any notice from FeetFinder in electronic form either (1) by email to the email address listed in Seller’s account or (2) by posting the notice on a place on the Website chosen for this purpose. Seller may change Seller’s contact information on one or more occasions by updating the contact information in Seller’s account.
Governing Law.Nevada law (including its statutes of limitations) governs all matters arising out of or relating to this agreement, including its validity, interpretation, construction, performance, and enforcement, without giving effect to its conflicts of law principles.
Force Majeure.FeetFinder is not responsible for any failure to perform if unforeseen circumstances or causes beyond its reasonable control delays or continues to delay its performance, including (a) acts of God, including fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters; (b) war, riot, arson, embargoes, acts of civil or military authority, or terrorism; (c) fiber cuts; (d) strikes or shortages in transportation, facilities, fuel, energy, labor, or materials; (e) failure of the telecommunications or information services infrastructure; and (f) hacking, SPAM, or any failure of a computer, server, network, or software.
No Third-Party Beneficiaries.Except for the Indemnified Parties, who are third-party beneficiaries of section 17 (Indemnification) of this agreement having the right to enforce section 17 (Indemnification), this agreement does not, and the parties do not intend it to, confer any rights or remedies on any person other than the parties to this agreement.
Electronic Signature.Seller acknowledges that any affirmation, assent, or agreement Seller sends through the Website in response to a prompt binds Seller. When Seller clicks on an “I agree,” “I consent,” or other similarly worded “button” or entry field using a mouse, keystroke, or other device, this action is the legal equivalent of Seller’s handwritten signature and binds Seller in the same way.
Consent to Electronic Communications.By using the Website, Seller consents to receive communications from FeetFinder electronically, including emails and messages posted to Seller’s account on the Website. Seller acknowledges that all communications that FeetFinder provides to Seller electronically satisfy any legal requirement that those communications be in writing. If Seller wishes to withdraw Seller’s consent to receiving electronic communications from FeetFinder at any time, Seller may notify FeetFinder at [email protected] of Seller’s withdrawal of consent.
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