The use of the online services provided by AdultFlipp.com ("Adult Flipp") is governed by the terms and conditions set out below ("this Agreement"). Without limiting the way in which you may be bound by this Agreement, by signing a document agreeing to be bound by this Agreement, by clicking a button or checkbox on your computer screen including your acceptance of this Agreement, or by proceeding to use the Services (as defined below) you will be deemed to have accepted and will be bound by the terms and conditions of this Agreement.

 

1.    Definitions and Interpretation

 

1.1

 

In this Agreement, the following terms will have the following meanings, unless the context otherwise requires:

Amendment Date

Has the meaning given in clause 18.1

Associate

Means any "associate" of a person

Auction

Means an auction conducted by a Seller for the sale of a Website using the auction engine on AdultFlipp.com

Buyer

Means a person who offers to purchase a Website advertised on AdultFlipp.com from a Seller

Default Sale Terms

Means the template terms and conditions provided by Adult Flipp to Sellers which Sellers may at their option use as the terms and conditions governing the sale of their Website

Fees

Means the fees and charges of Adult Flipp which it applies from time to time in relation to the Services

Adult Flipp

Means AdultFlipp.com

 

AdultFlipp.com

Means the Adult Flipp website and underlying software and infrastructure which permits the holding of Auctions.

Indemnified

Has the meaning given in clause 15

Intellectual Property Rights

Means all intellectual property rights of any type whatsoever throughout the world including all rights which subsist in copyright, patent rights, trademark rights, designs and plant breeder rights, whether or not such rights are registered or able to be registered

Listing

Means the advertisement placed by a Seller on AdultFlipp.com for the sale of the Seller's Website

Personal Information

Has the meaning given in clause 11.1

Purchase Price

Means the purchase price agreed between the Buyer as the Winning Bidder in an Auction

Rules

Means the policies, rules and procedures of Adult Flipp in relation to the holding of, or participation in Auctions or the use of AdultFlipp.com. A copy of the Rules may be found here: Adult Flipp Site Rules

Sale Agreement

Has the meaning given in clause 5.1

Seller

Means an owner of a Website who wishes to sell that Website and who uses AdultFlipp.com to advertise the Website for sale

Services

Means the services provided by Adult Flipp which are described in clause 2

Success Fee

Means a Fee that may be payable by the Seller upon (a) the conclusion of an Auction which results in a Winning Bidder; or (b) when the listed Website/Domain is sold within 30 days of the listing ending

Third Party Agreements

Means any agreements which a Seller has with a third party in relation to their Website which may include hosting agreements, payment provider agreements, affiliate management agreements and affiliate and reseller agreements

Third Party Provider

Means any third party, which provides goods or services to Adult Flipp or to Buyers and Sellers via AdultFlipp.com. For the avoidance of doubt, a Buyer or Seller (acting in that capacity) will not be a Third Party Provider

User Account

Means an online account with Adult Flipp, which enables you to use AdultFlipp.com

Website

Means a website which a Seller wishes to sell to a Buyer using AdultFlipp.com

Winning Bidder

Means a Buyer whose bid in an Auction is the successful or winning bid

1.2

In the interpretation of this Agreement, unless the contrary intention appears:

a.    A reference to this Agreement Means a reference to an agreement between you and Adult Flipp on the terms and conditions of this document and includes an amendment or supplement to, or replacement or novation of this Agreement;

b.    The words "includes" or "including" mean "includes without limitation" or "including without limitation";

c.     A reference to a person includes a reference to a corporation, firm, association or other entity, and vice versa;

d.    The singular includes the plural and vice versa;

e.    A reference to any gender includes a reference to all other genders;

f.      A reference to any legislation or to any provision of any legislation includes a reference to any modification or re-enactment of or any provisions substituted for such legislation or provisions;

g.    An agreement, representation or warranty made by two or more persons is made by them jointly and by each of them severally;

h.    Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning; and

i.      Headings are inserted for convenience only and do not affect the interpretation of this Agreement.

2.    Services Offered by Adult Flipp

2.1

Adult Flipp provides an online service, in accordance with and subject to, the terms and conditions of this Agreement, whereby ("Services"):

 .               Sellers may, via AdultFlipp.com, advertise their Website for sale whether by way of an Auction;

a.    Buyers may, via AdultFlipp.com, contact Sellers to offer to purchase their Websites; and

b.    Buyers may, via AdultFlipp.com, bid in Auctions conducted by Sellers.

2.2

You, as a user of the Services, may use the Services in the capacity as a Seller, Buyer or both a Seller and a Buyer. The terms and conditions of this Agreement will apply to your use of the Services in either or both of those capacities.

3. Creating a User Account to Use the Services

3.1 Creating a User Account

c.              You agree to create a User Account with Adult Flipp in order to use the Services.

d.    Your User Account will be created using Adult Flipp's online sign up process, or any other method specified by Adult Flipp from time to time.

e.    Your User Account will permit you to login to AdultFlipp.com to manage your User Account, make use of AdultFlipp.com and to manage other details involving your relationship with Adult Flipp.

f.      You agree to keep confidential and secure any username or password used to access your User Account.

g.    You warrant that all information provided to Adult Flipp in the setup of your User Account is true and correct in every detail.

h.    All users of the Services must be 18 years of age or older. By creating a User Account, you represent and warrant to Adult Flipp that you are 18 years of age or older and you can form legally binding agreements under applicable law. You may however permit minors under 18 years of age to use your User Account on your behalf provided that you are their parent or legal guardian, and provided that their use of your User Account occurs under your supervision at all times. If you do permit a minor to use your User Account in accordance with the forgoing then you agree that you are responsible for their actions, omissions or negligence and you indemnify Adult Flipp against any loss, cost, expense or damage it may suffer as a result of the same.

i.      You agree to only maintain one User Account in relation to your use of the Services and AdultFlipp.com.

j.      You agree to provide Adult Flipp with all identification documents (including copies of passports and drivers licenses’) which Adult Flipp requests from you from time to time for the purposes of verifying your identity.

3.2 Use of Your User Account and AdultFlipp.com

You agree that you will only use your User Account and AdultFlipp.com for the purposes of using the Services and for no other purpose. In particular, in using your User Account and accessing AdultFlipp.com, you will not:

k.              Breach the Rules;

l.      Resell or sublicense the use of AdultFlipp.com or your User Account to any other person;

m.  Use your User Account in a fraudulent or illegal manner, or email or send any materials from your User Account which are offensive, unlawful, harassing, libelous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable;

n.    Use your User Account to stalk or harass another person;

o.    Use your User Account to impersonate any person in any way whatsoever;

p.    Use your User Account to infringe the copyright, trademark, patent or other Intellectual Property Rights of any person;

q.    Use your User Account for sending advertising, chain letters, junk mail, "spamming" or any other type of unsolicited email;

r.      Forge or alter the header or address information contained in any email or communication which you send from your User Account or in relation to the Services;

s.    Use your User Account to send or deliver viruses, spyware, malware or other harmful, disruptive, or destructive files;

t.      Use your User Account in such a way which damages AdultFlipp.com or denies access to AdultFlipp.com to other users of AdultFlipp.com;

u.    Intentionally or recklessly use your User Account in a way that degrades the performance of AdultFlipp.com for other users; and

v.     Cancel an Auction initiated by you (including any cancellation as a result of a termination of this Agreement) for the purpose of contracting separately with a Buyer you meet through AdultFlipp.com which results in you avoiding paying Adult Flipp any Fees (including a Success Fee). In these circumstances, without limiting Adult Flipp remedies against you, Adult Flipp may recover its lost Fees from you by suspending your User Account

4.    Auctions

4.1 Conduct in Accordance with the Rules

Your participation as a Buyer or Seller in an Auction will at all times be governed by the Rules. You agree that you are bound by the Rules and will comply with the Rules.

4.2 Advertising Auction

You may, as a Seller, advertise your Website for sale via an Auction. You may do so by placing a Listing on AdultFlipp.com.

4.3 Websites You Can Sell

w.            You must only list Websites for sale which you own and which you are entitled to sell. By creating a Listing for a Website, you are warranting to Adult Flipp and to each Buyer that:

                                                        i.         You are the owner of all Intellectual Property Rights and all other rights, title and interest in the Website;

                                                      ii.         The Website and all of its components are transferable to the Buyer;

                                                     iii.         All Third Party Agreements are transferable to the Buyer; and

                                                     iv.         The Buyer may be registered as the owner of the domain name for the Website and that domain name may be transferred to another registrar.

x.     You are restricted from placing Listings to sell Websites which:

                                                        i.         Are deemed by Adult Flipp to be offensive;

                                                      ii.         Contain material which infringes the Intellectual Property Rights of a third party or which assists others to infringe the Intellectual Property Rights of a third party;

                                                     iii.         Are engaged in activities which contravene the law of any territory; or

                                                     iv.         Contravene any provision of the Rules.

4.4 Auction Requirements

y.              In listing your Website for Auction, you agree to comply with the requirements in relation to Auctions as set out in these terms and conditions or as set out in the Rules.

z.     When you advertise your Website for Auction:

                                                        i.         You must specify all details requested by AdultFlipp.com in relation to the Auction;

                                                      ii.         You must conduct the Auction using the Auction engine provided by AdultFlipp.com;

                                                     iii.         You must conduct the Auction in accordance with the Rules; and

                                                     iv.         You must sell your Website to the Winning Bidder.

4.5 Conduct of Buyers

As a Buyer, you may offer to purchase a Website of a Seller via AdultFlipp.com. Your offer to purchase must be submitted via AdultFlipp.com. In the case of an Auction, your offer to purchase will be submitted as a bid in the Auction. All offers to purchase a Website (including an Auction bid) must be made in accordance with the Rules.

4.6 What must be sold as part of a Website

Any Website listed for sale on AdultFlipp.com must offer for sale:

aa.          All files contained in the Website including html code, other source code, logos, images, music, animation, films and other media;

bb. One or more domain names for the Website which must be transferable to another registrar; and

cc.  If specified by the Seller, all of the Seller's rights and obligations in relation to any Third Party Agreements.

5.   Legal Relationship Between Buyers and Sellers

5.1 Legal Status of Agreeing to Sell a Website

dd.          When a Seller agrees to sell a Website to a Buyer (whether by way of Auction or and the Buyer agrees to purchase that Website, then that agreement for the sale of the Website ("Sale Agreement") will be legally binding on both the Seller and the Buyer.

ee. An offer to purchase a Website, as a bid in an Auction, is binding and irrevocable on the Buyer.

ff.     In the case of a bid at an Auction, the offer to purchase a Website will terminate once a third party makes a higher bid.

gg. The Buyer's offer to purchase a Website will not become binding upon a Seller until it is accepted by a Seller. This includes any bids made by the Buyer in an auction, which must be accepted by the Seller for the bid to be valid.

5.2 Terms and Conditions of the Sale Between the Seller and the Buyer

hh.          The terms and conditions of the Sale Agreement must be specified by the Seller to the Buyer at the time of sale and/or negotiated separately between those parties after the Seller places its listing.

ii.     A Seller may, at the time of placing its Listing, elect to use the Default Sale Terms as the terms and conditions governing the sale of the Website. If so, both the Buyer and the Seller will be bound in relation to the Default Sale Terms.

jj.     You acknowledge that in using or agreeing to the Default Sale Terms as the terms and conditions governing the sale and/or purchase of a Website:

                                                        i.         The Default Sale Terms have merely been provided by Adult Flipp to enable Sellers and Buyers to efficiently agree on the terms and conditions of the sale without resort to significant negotiation. Consequently the Default Sale Terms may not be appropriate or suitable to the sale or purchase of any particular Website;

                                                      ii.         You use the Default Sale Terms at your own risk and of your own choice. There is no compulsion for you to use or agree to the Default Sale Terms;

                                                     iii.         You have had the opportunity to obtain independent legal advice in relation to the Default Sale Terms; and

                                                     iv.         Adult Flipp and its Associates have not in any way provided any legal advice or financial advice in relation to the Default Sale Terms or made any representation or warranty that the Default Sale Terms will be suitable for the sale or purchase of your Website.

6.   No Double Selling

You agree that if you, as a Seller, purchase an Auction for your Website, then, for the duration of that Auction, you will not advertise or offer to sell the Website through any other third party service or make direct approaches to potential purchasers outside AdultFlipp.com. You acknowledge that the purpose of this restriction is to avoid you potentially entering into agreements to sell your Website to two or more purchasers at the same time and to help provide Buyers with the assurance that should they purchase the Website from you via AdultFlipp.com, they will obtain full title to the Website.

 

    7. Adult Flipp's Role in Relation to Auctions

 

7.1 AdultFlipp.com provides a software engine and website to enable:

kk.           Sellers and Buyers to meet;

ll.     Sellers to place Listings to advertise their Websites for sale; and

mm.                 Sellers to conduct Auctions of their Websites.

7.2 You acknowledge and agree that:

nn.          Adult Flipp is not an auctioneer;

oo. Adult Flipp does not conduct Auctions on behalf of Sellers. All Auctions are conducted by Sellers on their own behalf;

pp. Adult Flipp does not facilitate payments between Buyers and Sellers;

qq. Adult Flipp and its Associates are not responsible in any way for the compliance by each Buyer or Seller with the Sale Agreement. Adult Flipp do not guarantee and cannot ensure that a Buyer or Seller will actually complete a sale of a Website or act lawfully in their use of AdultFlipp.com; and

rr.    Adult Flipp merely provides the software and website (being AdultFlipp.com) by which Seller's may conduct their own.

7.3

You agree that Adult Flipp is an independent service provider to you and is not the employee, agent, partner, joint venturer or subcontractor of any Seller or Buyer in relation to the sale of a Website. Adult Flipp's only role in that sale is the role set out in clauses 7.1 and 7.2 above.

7.4

You agree that you do not have the power to bind Adult Flipp in relation to any obligation owing to a third party. You agree that by using the Services (either as Seller or Buyer) that Adult Flipp, in providing the Services and your access to AdultFlipp.com, is providing a platform for you to be introduced to other Sellers or Buyers (as the case may be). Adult Flipp is not a party to any transaction or agreement between any Seller or Buyer and is not responsible for any act or omission of any Seller or Buyer.

            8. Payments

8.1 Fees payable by a Seller

ss.          When you, as a Seller, set up a Listing for the sale of your Website, you will pay Adult Flipp its fees, which relate to the setup of the Listing and the sale of the Website.

tt.     The Fees will be payable at the times specified by Adult Flipp on AdultFlipp.com (which may change from time to time).

8.2 How the Seller's Fees are paid

The Fees are paid using any other method of payment, which is specified by Adult Flipp from time to time, which may include credit card, PayPal, direct debit, or telegraphic transfer.

8.3 Adult Flipp is not an escrow service

Adult Flipp is not an escrow service and does not hold property on behalf of any person. All amounts deposited or paid to Adult Flipp are property of Adult Flipp and Adult Flipp may use those funds as it sees fit. The only rights that you have to receive payment of any amounts held by Adult Flipp are as set out in this clause 8 or under clause 9.

9. Processing of Refunds

9.1 How refunds are paid

If Adult Flipp issues you a refund, that refund will be paid to you using the same payment methods you used to pay any Fees to Adult Flipp as described in clause b or via any other method Adult Flipp chooses from time to time.

9.2 Withdrawal of an Auction

If you, as a Seller withdraw an Auction (where permitted by the Rules), then unless we otherwise expressly state to the contrary, there will be no refund of any amount of the Seller Fees paid in respect of the Auction.

9.3 Circumstances in which a refund may be paid

uu.          Adult Flipp may refund an amount of any Adult Flipp Fees paid by you if:

                                                        i.         Any refund policy in the Rules entitle you to a refund; or

                                                      ii.         Adult Flipp is required by law or considers that it is required by law to do so.

vv.   Adult Flipp's determination as to whether a refund is required by this clause 9.3 is final and conclusive and may not be challenged by you.

10. SUSPENSION OF THE SERVICES

10.1

Without limiting Adult Flipp’s other rights arising under this Agreement, Adult Flipp may suspend your User Account and your use of the Services at any time, with or without notice to you, and for any reason in its sole and absolute discretion, including if:

ww.        Adult Flipp considers that you have breached any of your obligations to Adult Flipp under this Agreement;

xx.   Adult Flipp considers that you are using your User Account in bad faith or to collude in any way to reduce the amount of Fees that would ordinarily be payable to Adult Flipp;

yy.   You are using your User Account or the Services for illegal or fraudulent Means or in a manner which Adult Flipp in its sole discretion considers offensive, unlawful, harassing, libelous, defamatory, abusive, threatening, harmful, or otherwise objectionable;

zz.   In Adult Flipp’s sole and absolute opinion, the provision of the Services to you is resulting in an unreasonable load on Adult Flipp’s servers or Adult Flipp’s other services;

aaa.                 If a notice of a claimed copyright infringement has been lodged against you, subject to the outcome of Adult Flipp's notice and takedown procedures or

bbb.                 If Adult Flipp has reasonable grounds to believe that you are a repeat infringer of copyright or other Intellectual Property Rights.

10.2

You agree:

ccc.        Adult Flipp may suspend the Services where permitted under clause 10.1 at any time including without limitation, during or after a Listing

ddd.                 Adult Flipp’s suspension of the Services may, in Adult Flipp’s sole discretion, apply to only some of the Services and/or for a fixed or indefinite period of time; and

eee.                 Adult Flipp may in its sole discretion reactivate the Services and your User Account for you at any time following suspension.

10.3

During a suspension of your User Account, any Listings will be suspended or terminated (as determined by us in our sole and absolute discretion).

11. Privacy

11.1

Adult Flipp will collect your personal information including your name, contact details and payment details (including, without limitation, credit card details) ("Personal Information"). All Personal Information will be handled, used, maintained and disclosed by Adult Flipp in accordance with all applicable privacy laws and data protection laws as well as its privacy policy, which applies from time to time.

11.2

You agree that you will only use the Personal Information of other Sellers or Buyers for the purposes of this Agreement and for the purposes of interacting with them in relation to the sale or purchase of a Website. Unless separately agreed between you and another Seller or Buyer, you must not use their Personal Information for any other purpose.

11.3

You warrant to Adult Flipp and its third party providers that you will comply with all privacy laws and data protection in relation to the storage, use and transfer of Personal Information.

12. YOUR GENERAL OBLIGATIONS

You agree that:

12.1

You will not use the Services for any illegal or fraudulent purpose or for any purpose other than participating in Auctions as a Seller or Buyer;

12.2

You will comply with all laws, which must be complied with in relation to a Listing or the sale or purchase of a Website;

12.3

You will comply with any export restrictions which may apply to the export or import of Websites or other Intellectual Property Rights to locations in which you are located;

12.4

You warrant that you will not, by engaging Adult Flipp to provide the Services, place Adult Flipp in breach of any law or obligation owing to a third party;

12.5

You will not undertake any act or cause any omission, which will bring Adult Flipp, its brand or other Sellers and Buyers into disrepute;

12.6

You will not use the Services in a manner that may lead to the suspension of the Services under clause 10.1; and

12.7

You will provide Adult Flipp with all information requested by Adult Flipp, which Adult Flipp requires to provide the Services.

13. Term and Termination

13.1

This Agreement will commence on the date that you first create a User Account with Adult Flipp and will terminate at the later of the date that:

fff.                The User Account is terminated or closed; or

    You otherwise permanently cease using the Services.

13.2

If after termination or closure of your User Account, your User Account is reactivated or a new User Account is opened, or you otherwise recommence to use the Services, then you will again become bound by this Agreement at that time.

13.3

Adult Flipp may terminate this Agreement and your User Account at any time for any reason whatsoever with or without notice to you.

13.4

Adult Flipp may terminate this Agreement immediately on written notice to you:

ggg.      If you are in default or breach of this Agreement; and

hhh.                 Adult Flipp has provided you with 24 hours written notice of the default or breach and where the breach or default is capable of rectification, you fail to rectify the breach or default within the period of the notice;

iii.   Adult Flipp has reasonable grounds to believe that you are a repeat infringer of copyright or other Intellectual Property Rights; or

jjj.   Without cause by giving thirty (30) days notice to you.

13.5

Upon the termination of this Agreement:

a.         Any Listings which you have placed on AdultFlipp.com will instantly terminate;

b.    Adult Flipp will, within a time period determined by Adult Flipp, withdraw the use of the Services from you;

c.     Within 12 months following termination of this Agreement, Adult Flipp will pay to you the amount withheld under clause d less any portion of that amount used by Adult Flipp to satisfy refunds, credit card charge backs, payments due to third parties or other costs and expense incurred by Adult Flipp either before or after termination.

13.1

Clauses 3.291113.51415 and 16 will survive the termination of this Agreement.

14. LIMITATION OF LIABILITY AND IMPLIED TERMS

14.1

You acknowledge that Adult Flipp and its Third Party Providers have made no warranties that the Services will be continuous or error free.

14.3

Any of the events described in clause 17; or

 

Any unauthorized use or access of your User Account or AdultFlipp.com.

14.4

You acknowledge and agree that Adult Flipp and its Third Party Providers have not made and will not make any express or implied warranties in relation to the Services or any other goods or services provided by Adult Flipp under this Agreement, other than those warranties expressly contained in this Agreement. Subject to clauses 14.7 and 14.8, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded.

14.5

Subject to clauses 14.7 and 14.8, you agree that Adult Flipp and its Third Party Providers will not be liable in respect of any claim by you (whether contractual, tortious, statutory or otherwise) for any direct, special, incidental, indirect or consequential loss or damages or injury including, but not limited to, any loss of profits, contracts, revenue or data arising out of or in connection with the provision of the Services or the provision of any other goods or services under this Agreement and whether or not as a result of any breach or default by, or any negligence of, Adult Flipp or its Third Party Providers.

14.6

The maximum aggregate liability of Adult Flipp under this Agreement for any and all breaches of this Agreement and for any negligent or other act or omission in relation to this Agreement will not exceed the amount of the Fees paid by you to Adult Flipp.

14.7

Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or the liability of Adult Flipp will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting your statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation.

15. Indemnity

You indemnify Adult Flipp, its agents, officers, employees, and Third Party Providers ("Indemnified") against any loss, cost, expense or damage (including legal costs on a full indemnity basis), which any of the Indemnified suffer or incur as a direct or indirect result of:

kkk.        Any breach by you of any representation, warranty or term of this Agreement;

lll.   Any acts or omissions by you which are described in clause 10.1;

mmm.           Any breach by you of your obligations to a third party, including another Seller or Buyer;

nnn.                 Any infringement by you of the rights of a third party including Intellectual Property Rights; and

ooo.                 Any legal proceedings threatened or initiated against Adult Flipp by a third party as a result of the events described in clause 15(a) to (d) above.

16. Intellectual Property

16.1

You acknowledge that Adult Flipp is the owner of all Intellectual Property Rights, which subsist in your User Account and AdultFlipp.com (but not your Website). You acknowledge that you have no Intellectual Property Rights in your User Account or in AdultFlipp.com.

16.2

You acknowledge that the obligations of Sellers and Buyers in relation to the transfer of the Intellectual Property Rights in a Website from a Seller to a Buyer will be set out in the Sale Agreement.

16.3

Each Seller warrants to Adult Flipp that its Website and its Listing at all times will not infringe the Intellectual Property Rights of a third party.

16.4

You acknowledge and agree that Adult Flipp will not be liable or responsible for any breach by a Buyer or Seller of any Intellectual Property Rights or other rights held by a third party in relation to the supply or purchase of a Website or in relation to a Listing.

16.5

You hereby grant Adult Flipp a royalty free, irrevocable, worldwide, perpetual license to display and use the contents of your Listing on AdultFlipp.com, including any excerpts from your Website, which are contained in your Listing.

17. FORCE MAJEURE

17.1

You agree that Adult Flipp and its Third Party Providers will not be liable or responsible for any failure in, or delay to, the provision of the Services or in Adult Flipp complying with its obligations under this Agreement, where such failure or delay has arisen or is anticipated to arise as a direct or indirect result of:

ppp.      Fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or an industrial strike;

qqq.                 Denial of service attacks, telecommunications failure, hardware failure or the failure of software provided by a third party to function in accordance with its specifications;

rrr.  A significant demand is placed on Adult Flipp's services which is above the usual level of demand and which results in a failure of Adult Flipp's software and hardware to function correctly;

sss.                 The failure of any third party (including without limitation, any bank or other financial organization) to fulfill any obligations to Adult Flipp; or

ttt.   Any other circumstances or events, which are beyond the reasonable control of Adult Flipp or the Third Party Provider (as the case may be).

18. MISCELLANEOUS

18.1

Adult Flipp may amend the terms and conditions of this Agreement at any time. Such amendments will take effect from the date of their notification to you ("Amendment Date"). You agree that without limiting the ways in which it may be bound by such amendments, you will be deemed to have agreed to such amendments by making use of or accessing your User Account or AdultFlipp.com after the Amendment Date.

18.2

Unless otherwise requested in writing by you, Adult Flipp may use your corporate identity (if applicable) as part of promoting the Services and Adult Flipp in the market place.

18.3

Any notice given under this Agreement must be in writing and must be signed by the party or its agent giving the notice. A notice is taken to be received:

uuu.      In the case of a notice delivered by hand, when so delivered;

vvv.In the case of a notice sent by pre‑paid post, on the third day after the date of posting;

www.              In the case of a notice sent by facsimile, upon the receipt by the sender of a transmission report from the dispatching facsimile machine which confirms that the facsimile has been successfully sent; or

xxx.In the case of a notice sent by email, upon the receipt by the sender of a confirmation from the recipient or the recipient's email server that the recipient has received the email.

18.4

This Agreement supersedes all prior representations, arrangements, understandings and agreements between the parties relating to the subject matter of this Agreement and sets forth the entire and exclusive agreement and understanding between the parties relating to the subject matter of this Agreement.

18.5

A provision of or a right created under this Agreement may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy under this Agreement will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies provided in this Agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this Agreement.

18.6

If any provision of this Agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Agreement to the intent that the invalid or unenforceable provision will be treated as severed from this Agreement.

18.7

Adult Flipp may assign its rights and novate or transfer obligations, which arise under this Agreement. You must not assign, novate or otherwise transfer your rights or obligations under this Agreement without the prior written consent of Adult Flipp (which may be withheld).

18.8

The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it.

18.9

This agreement is governed by, and must be construed in accordance with, the laws of Seychelles and their Courts of Appeal.