TERMS AND CONDITIONS OF USE AGREEMENT

Effective Date: May 4, 2018

THIS TERMS AND CONDITIONS OF USE AGREEMENT (“AGREEMENT”) DEFINES WHAT YOU ARE LEGALLY ALLOWED TO DO WITH the mobile application and celebvidy.com website and the products and services offered on or through the mobile application and website (collectively REFERRED TO HEREIN AS the “Application”) OWNED, published and maintained by CELEBVIDY LLC, A NEVADA LIMITED LIABILITY COMPANY (CELEBVIDY,” “us,” “we,” or “our”).  

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

The Mobile Application may be available directly from CELEBVIDY or through marketplaces that distribute Android OS, Apple iOS, or Windows 8 applications (each a “Marketplace”), such as the Apple App Store, Google Play, the Windows 8 App Store, the Amazon App Store, or any other equivalent or successor marketplace, that may have additional terms, conditions, or usage rules that govern your use of the Mobile Application if you download or install the application through such Marketplace (the “Marketplace Terms”).  

  1. Description of Application and Acceptance of Agreement.  The Application offers both fan subscriber users (each a “Subscriber” and collectively the “Subscribers”) and celebrity users (each “Celebrities”) (each Subscriber or Celebrity user sometimes individually referred to herein as a “User” or collectively as “Users”) to create a User account in order to use certain components of the Application.  Subscribers may purchase a personalized message video from a Celebrity that has available videos (each a “Video”) for purchase through the Application.  The Subscriber will provide the Celebrity (via the Application) with the content of the personalized message in accordance with this Agreement and CELEBVIDY’s then current guidelines (the “Personal Message Content”).  CELEBVIDY and the Celebrity do not guarantee that the Video will contain the exact wording or message of the Personal Message Content.  The Celebrity will then record the purchased personalized Video for the fee stated on the Application and will submit the Video to CELEBVIDY.  Upon receipt of the Video from the Celebrity and payment from the Subscriber, CELEBVIDY will then deliver the link to view the Video to the Subscriber.  The Subscriber is permitted to use the Video for personal non-commercial purposes in accordance with this Agreement and CELEBVIDY’s then existing guidelines posted on the Application.  No commercial endorsements will be permitted as part of the Personal Message Content.  The Celebrity is permitted to use the Application solely to create the Videos requested from CELEBVIDY and containing the Personal Message Content.  The Application and all of its content, applications, products and services (including the Videos) offered to Subscribers, Celebrities or others from time to time are referred to herein as the “Services”).  

Before becoming a registered Subscriber or Celebrity, you must read and accept all of the terms and conditions contained herein and, if a Celebrity User, any terms and conditions related to solely to Celebrities (the “Celebrity User Agreement”) which are required to be accepted as part of the User account registration process, which Celebrity User Agreement is incorporated herein by reference for Celebrity Users.  Each Subscriber or Celebrity that uses the Services in any way (a) must be thirteen (13) years of age or older and otherwise capable of entering into a legally binding contract, and (b) hereby agrees to comply with these terms and conditions, the Celebrity User Agreement for Celebrity Users, and all other guidelines, rules or policies adopted by CELEBVIDY and posted on the Application from time to time (including the Privacy Policy), which terms, guidelines, rules and policies are incorporated as part of this Agreement completely by this reference.  Each use of the Services ordered or received by you in any way constitutes your acceptance of this Agreement (including any posted guidelines, rules, policies or codes of conduct), which may be revised by CELEBVIDY from time to time.  

  1. Scope of License.  Provided that you remain in compliance with all terms and conditions hereof, CELEBVIDY grants to you a revocable, non-exclusive, non-transferable, non-sublicensable license to use the applicable Services offered from time to time via its Application on a personal computer, tablet, or mobile device, including but not limited to a iPad, iPod Touch, iPhone, Android OS device, Windows Phone 8 device or any other personal electronics device (each a “Device”) that you own or control and in compliance with this Agreement and any applicable Marketplace Terms.  Subscribers are only authorized to use the Services for their own personal purposes and not for any commercial or resale purposes.  Specifically, Subscribers are authorized to use the Services to purchase, access and view Videos purchased by the Subscriber and, for no compensation or remuneration, to forward the Videos to recipient(s) to access and view the Videos for their personal non-commercial use and not for resale.  Celebrities may only use the Services for their own commercial purposes to offer Videos for sale to Subscribers and to record and submit purchased Videos to CELEBVIDY for delivery to Subscribers.  All other rights in and to the Application and Services, including, without limitation, all CELEBVIDY Intellectual Property (defined below) and any goodwill associated therewith, are retained by CELEBVIDY.  You agree that CELEBVIDY is not required to engage in any marketing of any kind in connection with any Videos that are being offered on the Services.  Any applicable Marketplace is a third party beneficiary of this license and the Marketplace or its parent or subsidiaries may enforce this license, up to and including removal of the Mobile Application from the Marketplace and any Device for any violation of this license or the Marketplace Terms.  You may reinstall the Mobile Application on Device(s) that you own and control as permitted by Marketplace Terms.
  1. Restrictions on Use.  You may ONLY use the Services to create a Subscriber or Celebrity Account, as applicable, in order to access, use and purchase the Services.  This license does not allow you to use the Application on any Device(s) that you do not own or control, and you may not distribute or make the Application available over a network where it could be used by multiple Devices at the same time.  You may NOT: (a) modify, disassemble, reverse engineer, decompile or make any attempt in any fashion to obtain the source code for the Services (or attempt to do any of the foregoing); (b) attempt to access or use portions of the Services, or its related systems or networks, for which you have not acquired a license, or (c) except as specifically authorized herein, copy, publish, distribute, license, sublicense or transfer any portion of the Services (including the Videos).  No Subscriber or Celebrity may sell or resell the Services (including the Videos) to any person or make any other commercial use of the Services other than for its own personal non-commercial purposes for Subscribers or own personal commercial purposes for Celebrities.  No Subscriber or Celebrity may use any portion of the Services for rental or in the operation of a service bureau, including without limitation, providing third party hosting, or third party application integration or application provider services.  No Subscriber or Celebrity may delete or remove any copyright notices, trademark notices or other security mechanisms or devices contained in or on the Services, including the Videos as applicable.  The terms of this Agreement will govern any upgrades provided by CELEBVIDY that replace and/or supplement the Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
  1. Your Responsibility for Uploaded Material.  
    1. Your Responsibility for Uploaded Material.  By uploading any information or material to the Application (collectively any information or material you upload to the Application, including, without limitation, the Personal Message Content uploaded by Subscribers and the Videos uploaded by Celebrities (exclusive of the Personal Message Content which is included in the Videos at the request of the Subscriber), referred to herein as the “Uploaded Material”), you are representing to CELEBVIDY that you have the right to use that Uploaded Material in the manner expected when it is uploaded and that such Uploaded Material is accurate, complete, not misleading and is only being uploaded for lawful purposes.  You may not use the Services (or any components of such Services) to display or otherwise use any material, content, software or information that contains any of the following, in each case as determined by CELEBVIDY in its sole discretion: (a) material that violates local, state, federal or international laws; (b) any material that violates or infringes in any way the rights, including rights of publicity, moral rights, rights of privacy, copyrights, trademark rights or other intellectual property rights, of CELEBVIDY or any third person or party; (c) hate propaganda; (d) fraudulent material or fraudulent activity; (e) any material that is threatening, abusive, harassing, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, indecent, or otherwise objectionable or inappropriate; (f) any material that promotes, encourages, or provides instructional information about illegal activities; (g) any software, information, or other material that contains a virus, “Trojan Horse,” or corrupted data; (h) material that advertises or promotes any website, business or entity which offers or provides services or products that are similar to or competitive with the business of CELEBVIDY or the Application; or (i) any other material that CELEBVIDY finds objectionable.  Any profanity that is contained in Personal Message Content will be ignored and not recorded in the Video.  
    1. CELEBVIDY’S Disclaimer and Rights Regarding Uploaded Material.  CELEBVIDY is not required to, but may review the Uploaded Material, and is not responsible for the content, accuracy, completeness, quality, or consequences of the uploading, use or license of any Uploaded Material.  However, CELEBVIDY reserves the right, without prior notice to or authorization from you, to remove or reject Uploaded Material that it determines, in its sole discretion, violates or may violate this Agreement, the rights of any person or entity, any of CELEBVIDY’s policies, or is otherwise unacceptable to CELEBVIDY for any reason.
    1. Grant of Limited License to Use Uploaded Material.  By uploading Uploaded Material to the Services, you hereby grant to CELEBVIDY a worldwide, royalty-free, perpetual, non-exclusive, sublicensable license to use, copy, reproduce, distribute, publish, download, publicly perform, publicly display, modify, adapt, translate, archive, store, and create derivative works from Uploaded Material in any form, format, or medium of any kind now known or later developed in order for CELEBVIDY to administer and provide the Services to Celebrities, Subscribers, and other parties.  The license you provide to CELEBVIDY is sublicensable so that CELEBVIDY is able to use its licensees, affiliates, and partners to provide the Services.  By uploading the Personal Message Content, each Subscriber hereby grants to the listed Celebrity User a worldwide, royalty-free, perpetual, non-exclusive, non-sublicensable license to use, publicly perform, publicly display, adapt and translate the Personal Message Content in order to record, develop and upload the Video to the Application for use by CELEBVIDY and Subscriber.  By uploading the Video, each Celebrity hereby grants to the applicable Subscriber User a worldwide, royalty-free, perpetual, non-exclusive, non-sublicensable license to access, view, download and share the Video with Subscriber’s recipients and anyone that may receive such Video from Subscriber, its recipients or CELEBVIDY.  
  1. CELEBVIDY’s Intellectual Property Rights and Use.  You agree and understand that the Application, the CELEBVIDY trade name and any logos, trademarks and service marks associated with the Application (collectively the “CELEBVIDY Marks”), the site name and all graphic designs, style templates, icons, HTML code, programming code, and other graphic elements incorporated therein; and all right, title and interest in and to any other intellectual property or proprietary rights, including without limitation, all inventions, copyrights, trade secrets, patents, and know-how relating to or comprising the design, function, or operation of the Services, including the Application (collectively, the “CELEBVIDY Intellectual Property”), shall be owned exclusively by CELEBVIDY.  CELEBVIDY owns a copyright in the selection, coordination, arrangement and enhancement of all content included on the Application, as well as any content on the Application that is original to CELEBVIDY.  You shall have no right, title or interest in or to the CELEBVIDY Intellectual Property and shall have no right to use such CELEBVIDY Intellectual Property for any purpose, except as expressly and specifically granted to you by the limited license provided in this Agreement (collectively, the “Licensed CELEBVIDY IP”) and then only during the Term of this Agreement.  You may not use the CELEBVIDY Marks in any corporate name or in any domain name.  
  1. Privacy Policy; Limited Authorization to Use and Disclose Your Information.  You hereby acknowledge that CELEBVIDY intends to and will collect, retain, and disclose information and data collected from you in accordance with CELEBVIDY’s Privacy Policy located on its Application from time to time (the “Privacy Policy”).  You hereby consent, as a condition of your use of the Services, to the collection, use, processing and transfer of your information as described in this Agreement and the Privacy Policy.  While CELEBVIDY uses commercially reasonable efforts to safeguard your data transmitted while using the Services, CELEBVIDY does not warrant that the data will be transported without unauthorized interception or modification or that the data will not be accessed or compromised by unauthorized third parties.  
  1. Your Responsibility for Account Name and Password.  You acknowledge and agree that you will be responsible for each and every access or use of CELEBVIDY’s Application with your Subscriber or Celebrity account and password, and that CELEBVIDY is authorized to accept your Subscriber or Celebrity account and password as conclusive evidence that you wish to use the Services, including, without limitation, the purchase of Services, uploading of any Uploaded Material onto the Application or downloading of any Uploaded Material or other content from the Application.  CELEBVIDY shall have no liability or responsibility to monitor the use of your Subscriber or Celebrity account and password.  You hereby certify that all of the registration data provided by you is accurate and complete, and you agree to notify CELEBVIDY regarding any changes in your data.
  1. Payments; Taxes.  You agree to make all payments that are required for your use of the Application, Services or the maintenance of your account and User Information (as applicable) as further defined in the payment terms applicable to any payments, whether such terms are in the Agreement, any other agreement between you and CELEBVIDY or otherwise incorporated into the Application.  All cost related to the use of your Devices or the Services, including any costs to send, receive, record or view Videos are at the sole cost and expense of the Users.  All payments are non-refundable unless otherwise stated or required by Marketplace Terms.  Without limiting the prior sentence, a Subscriber is not entitled to receive any refund once a Video has been delivered to the Subscriber.  In the event that CELEBVIDY is unable to provide the Video recorded by the requested Celebrity, then CELEBVIDY will issue Subscriber a credit to use for purchase of a replacement Video or, in its discretion, issue Subscriber a refund.  By providing a credit card or other payment method, you agree that CELEBVIDY, or its designee, may charge or debit such card or payment method for any payment(s) owed by you to CELEBVIDY under the Agreement.  CELEBVIDY reserves the right to terminate your access and use of the Application or Services, including the termination and removal of your account for late or non-payment of any amounts owed under the Agreement.  You agree to pay all sales taxes, use taxes, value added taxes, duties, or any other tax imposed by any jurisdiction as a result of your use of the Application or Services, or any other payments pursuant to this Agreement, including pursuant to the Celebrity User Agreement.  
  1. No Warranties.  THE SERVICES (INCLUDING THE VIDEOS) ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, INCLUDING NON-INFRINGEMENT OF COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS OF OTHERS OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.  CELEBVIDY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.  YOU expressly acknowledge that the Services are MOBILE AND computer network-based services, which may be subject to unavailability, outages, interruptions, SECURITY BREACHES, attacks by third parties and delay occurrences.  YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY OF THE SERVICES (INCLUDING THE VIDEOS) OR THAT THEY WILL SATISFY YOUR NEEDS.  
  1. Limitation on Liability; Release.  CELEBVIDY and its owners, MANAGERS, officers, employees, agents, LICENSEES and affiliates (collectively the “CELEBVIDY parties”) shall not be liable to you or any other person for any indirect, incidental, special or consequential damages whatsoever THAT YOU OR ANY OTHER PERSON SUFFERS OR INCURS, including but not limited to loss of revenue or profit, lost or damaged data or other commercial or economic loss, even if the CELEBVIDY Party has been advised of the possibility of such damages or they are foreseeable.  THE maximum aggregate liability that all of the CELEBVIDY parties shall HAVE TO SUBSCRIBERS UNDER THIS AGREEMENT SHALL not exceed the fees actually paid by SUCH SUBSCRIBER to CELEBVIDY for the services AT ISSUE.  THE maximum aggregate liability that all of the CELEBVIDY parties shall HAVE TO ANY CELEBRITY UNDER THIS AGREEMENT SHALL not exceed the LESSER OF (i) THE fees actually RECEIVED BY CELEBVIDY FROM SUBSCRIBER for the VIDEO AT ISSUE, IF APPLICABLE, (II) THE FEES ACTUALLY PAID BY CELEBVIDY TO CELEBRITY FOR THE VIDEO AT ISSUE, IF APPLICABLE, OR (III) $10,000.  THE LIMITATIONS ON LIABILITY under this section will survive termination of this Agreement FOR ANY REASON.  In jurisdictions which do not allow some or all of the above limitations, liability shall be limited to the greatest extent permitted by applicable law.
  1. CELEBVIDY Disclaimer of Responsibility; Release.  You agree that CELEBVIDY is merely an online service provider and forum for Celebrities to offer Videos for sale and for Subscribers to purchase, access and view the Videos.  Accordingly, CELEBVIDY makes no representations or warranties to any Celebrity or Subscriber related to the Personal Message Content or Videos.  You acknowledge that CELEBVIDY has no control over the use or misuse of Personal Message Content or Videos by a Subscriber or Celebrity or any other recipient of the Personal Message Content or Video.  Accordingly, the Users alone are responsible for the content of any Videos, including the Personal Message Content, and for resolution of any disputes between or among Users and other third parties.  CELEBVIDY is not liable for any loss or damage resulting from disputes, communications, or interactions between Users and/or other third parties. 

California Residents. If you are a resident of California, you waive the provisions of California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

  1. Your Representations and Warranties.  You hereby represent and warrant that: (a) you are 13 years of age or older, (b) this Agreement constitutes a legal, valid and binding obligation, enforceable against you in accordance with its terms, (c) all information and Uploaded Material you provide to CELEBVIDY is true, accurate and complete in all material respects and (d) you are authorized and licensed to provide CELEBVIDY such Uploaded Material.  Further, you hereby represent and warrant that any and all of your use of the Services will be in compliance with this Agreement and any additional guidelines and policies implemented by CELEBVIDY from time to time and posted on its Application and all laws, policies, guidelines, regulations, ordinances and rules applicable to you.  Your representations and warranties under this Section will survive termination of this Agreement for any reason.
  1. Indemnification.  You hereby agree to indemnify, defend and hold harmless the CELEBVIDY Parties from and against any and all causes of action, claims, costs, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees, arising from or as a result of: (a) your breach of any representation, warranty, covenant or obligation in this Agreement, (b) any violation by you of any laws or regulations applicable to you or your use of the Services and (c) your purchase or use of the Services.  Your indemnification obligations under this Section will survive termination of this Agreement for any reason.
  1. Copyright and Intellectual Property Complaints.
    1. CELEBVIDY respects the intellectual property of others. It is CELEBVIDY’s policy to respond to claims of copyright and other intellectual property infringement.  CELEBVIDY will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws.  Upon receipt of notices complying with the DMCA, CELEBVIDY may act expeditiously to remove or disable access to any content claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing.  CELEBVIDY terminates access for Users who are repeat infringers.
    1. Notifying CELEBVIDY of Copyright Infringement: To give us notice of infringement, you must send a written communication to [email protected] or the mailing address set forth on celebvidy.com that provides the information specified by the DMCA (http://www.copyright.gov/title17/92chap5.html#512).  Note that you can be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that any activity or material is infringing your copyright.
    1. Providing CELEBVIDY with Counter-Notification: If we remove or disable access to content in response to an infringement notice, we will make reasonable attempts to contact the owner or administrator of the affected content.  If you feel that your material does not constitute infringement, you may provide us with a counter notification by written communication to [email protected] or the mailing address set forth on celebvidy.com that provides all of the necessary information required by the DMCA (http://www.copyright.gov/title17/92chap5.html#512).  Note that you can be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that any activity or material is not infringing the copyrights of others.  If you are uncertain whether an activity constitutes infringement, we recommend you contact an attorney.
  2. No Donation or Tax Deduction.  Each Subscriber hereby acknowledges and agrees that any payment by Subscriber to purchase any Video through the Services, even if the celebrity states that a portion of the payment will be donated to a nonprofit, does not constitute a charitable contribution for tax purposes and is not tax deductible. 
  1. Links to Other Web Sites and Resources.  At certain places on the Application or through the Services, live “links” to other website addresses and resources can be accessed (e.g., YouTube.com or another third party video share file site to upload or view the Videos and stripe.com or another third party payment processor to process payment for the Videos).  Such external websites contain information created, published, maintained or otherwise posted by institutions or organizations independent of CELEBVIDY.  CELEBVIDY does not guarantee the accuracy, completeness, timeliness or quality of information available from other websites.  Use of any information, products or services from other websites is voluntary, and reliance on it should be undertaken only after an independent review of its accuracy, completeness, timeliness and quality.  CELEBVIDY shall not be liable, directly or indirectly, for any damage or loss caused, or alleged to be caused, by, or in connection with, the use of, or the reliance upon, any information, content, goods or services available on or through any third party websites, including resources linked to this Application.  
  1. Internet Software or Computer Viruses.  Internet software or transmission problems may produce inaccurate or incomplete copies of information contained on this Application.  Computer viruses and other destructive computer code may also be inadvertently downloaded from this Application.  CELEBVIDY shall not be responsible or liable for any software, computer viruses or other computer code that may adversely impact your use of your mobile device, computer equipment or other property on account of your access to, use of, or browsing on this Application or your downloading or accessing of any material as permitted by this Agreement.  CELEBVIDY recommends that you install appropriate anti-virus or other protective software.
  1. Term; Survival of Provisions.  The Agreement is effective until terminated by you or CELEBVIDY.  Your rights under this Agreement will terminate automatically by: (a) written notice from CELEBVIDY; or (b) without notice from CELEBVIDY if you fail to comply with any term(s) of this license.  CELEBVIDY reserves the right to ban any accounts which abuse the Application or its Services.  You may terminate this Agreement by removing and destroying all copies of the Application from your Device(s) and terminating your User account.  Upon termination of the license, you shall cease all use of the Application, and destroy all copies, full or partial, of the Application.  Upon termination for any reason, you will immediately cease using the Services.  None of the CELEBVIDY Parties has any duty to reimburse you for any fees paid for the Services prior to the date of termination.  All disclaimers of warranties, limitations of liability, indemnification obligations, governing law and dispute resolution provisions, or any other provisions which by their nature would be deemed to survive, shall survive termination of this Agreement for any reason.
  1. Force Majeure.  CELEBVIDY shall not be liable for failure to deliver or delay in performance where such failure to deliver or delay is due, in whole or in part, to any cause beyond CELEBVIDY’s reasonable control, including Celebrity Users late in delivery of Videos.  All delivery times for Videos are estimates only.  Further, CELEBVIDY will not have any liability for any loss caused by any interruption of telecommunications, utility, Internet hosting services or network provider services, software viruses, any software or technology designed to disrupt or delay the Services, act of God, strike or other labor shortage or disturbance, fire, accident, war, terrorist act or civil disturbance, failure of normal sources of supply, act of government or any other cause beyond the reasonable control of CELEBVIDY.  In the event of such delay, the time for performance shall be extended by a period of time reasonably necessary to overcome the effect of the delay.
  1. Governing Law; Dispute Resolution; Attorney Fees.  This Agreement is deemed to have been entered into and the Services are deemed to have been provided in the State of Nevada, United States of America.  Accordingly, interpretation and enforcement of this Agreement will be governed by the laws of the State of Nevada, United States of America (excluding its choice of law rules).  Any dispute, controversy or claim arising out of or relating to this Agreement, or any breach or threatened breach of this Agreement, except as set forth below, shall be decided and settled by binding arbitration in accordance with Title 9 of the U.S. Code (United States Arbitration Act) and the Commercial Arbitration Rules of the American Arbitration Association then in effect, subject to the limitations and restrictions set forth below.  The place of arbitration shall be Las Vegas, Nevada.  Notice of a demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitration Association.  Notice of such demand shall be made promptly after such claim or dispute arises and in no event may the demand for arbitration be made if institution of legal or equitable proceedings arising out of such claims or dispute would be barred by the applicable statute of limitations.  The arbitrator(s) shall have the discretion to order a pre-hearing exchange of information by the parties, including, without limitation, production of requested documents, exchange of summaries of testimony of proposed witnesses, and examination by depositions of parties.  In the event that the arbitrator(s) find that any provision of this Agreement is vague or ambiguous, the parties agree that the arbitrator(s) shall construe such provision in accordance with the intent of the parties as determined by the arbitrator(s); and the arbitrator(s) shall not disregard or eliminate any such provision.  Notwithstanding any contrary provision contained herein, any party may in his, her or its sole discretion file an action with a court seeking equitable or injunctive relief to maintain the status quo until such time as the arbitration award is rendered or the controversy is otherwise resolved.  Each of the parties further agrees that, in addition to all other remedies, the arbitrator(s) shall be empowered to enforce this Agreement by specific performance, injunction or other equitable remedy.  If an injunction or other equitable remedy is granted, the injured party hereby waives any right to require a bond, and if such a bond is required by law and may not be waived, hereby consents to the lowest bond amount allowed by law.  The parties agree and acknowledge that this Agreement has been made and entered into in the State of Nevada and consent to and waive any objection to the jurisdiction of and venue in any state or federal court located in the State of Texas.  The award rendered by the arbitrator(s) may be entered and enforced in any court having competent jurisdiction.  Nothing contained herein shall apply to any claims between the parties arising out of proceedings, actions or claims filed by third parties, including but not limited to the parties’ respective rights for indemnification or contribution.  In addition to any other right or remedy provided to CELEBVIDY in this Agreement, if CELEBVIDY prevails against you, in whole or in part, in any action to enforce the provisions of this Agreement, whether for injunctive relief or damages or both, then in addition to all other damages or relief, CELEBVIDY shall be also entitled to recover from you the costs and expenses incurred in the successful pursuit of such action or portion thereof, including reasonable attorneys’ fees.
  1. General Terms.  This Agreement constitutes the complete agreement between the parties with respect to your use of the Application and the Services.  You acknowledge that no promises, representations, inducements, agreements or warranties, other than those set forth in this Agreement, have been made to induce you to execute this Agreement.  CELEBVIDY may amend this Agreement by posting the amendment to the Application.  YOU MAY NOT AMEND THIS AGREEMENT EXCEPT WITH THE WRITTEN CONSENT OF CELEBVIDY.  IF YOU DO NOT AGREE TO ANY AMENDMENT, your sole remedy is to terminate this Agreement by providing notice to CELEBVIDY.  If you do not TERMINATE THIS AGREEMENT AND CONTINUE TO USE THE Application AND ITS Services, then your silence will be deemed an acceptance of the amendment(s).  You may not assign, sublicense, lease or otherwise transfer any of the Services to, or permit their use by, any other Person without CELEBVIDY’s prior written consent, in each instance.  CELEBVIDY may assign this Agreement without your consent to any other party.  CELEBVIDY’s waiver of any condition or covenant of this Agreement, or its failure to exercise a right or remedy available to it, shall not constitute a further waiver of the same or any other condition, covenant, right or remedy.  If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provision hereof and such other provisions shall be interpreted and construed as if the invalid, illegal or unenforceable provisions had never been contained herein.  
  1. Legal Compliance.  You may not use or otherwise export or re-export the Application except as authorized by United States law and the laws of the jurisdiction in which the Application was obtained.  In particular, but without limitation, the Application may not be exported or re-exported (a) into any U.S. embargoed countries or that has been designated by the U.S. Government as a “terrorist supporting” country or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.  By using the Application, you represent and warrant that you are not located in any such country or on any such list.  You also agree that you will not use the Application for any purposes prohibited by United States law.
  1. Questions and Notices.  If you have any questions or concerns about this Agreement or the Application then please contact [email protected]  CELEBVIDY makes no claims that the Services are appropriate or may be accessed, used or downloaded outside of the United States.  Notices from you to CELEBVIDY will only be effective as of the date actually received by CELEBVIDY.  We will send notice to you via email to the address submitted by you or to such other email or physical address as CELEBVIDY reasonably determines is an appropriate address for you. 
  1. Consent to Conduct Business Electronically.  The parties may use electronic records and electronic signatures for the execution and delivery of this Agreement and in connection with the matters contemplated by this Agreement.  In addition, the parties may use and rely upon electronic records and signatures for all agreements, undertakings, notices, disclosures, or other documents, communications or information of any type sent or received in accordance with this Agreement.