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Dating Affiliate Program Terms of UseThis Agreement ("Terms of Service") contains the terms and conditions that shall apply to an individual's or an entity's (hereinafter a "Participant", "Affiliate Site", or "Affiliate Member" or "you" or "your") participation in affiliate program (the "Program") of Loversplanet.com and its affiliated entities, (hereinafter "Loversplanet.com", "Loversplanet.com LLC", "we", "its," "us" "our" or "the Company"). 1. Enrollment in the Program To begin the automated enrollment process, you will submit a completed Affiliate Program Application on Loversplanet.com web site. In some cases we may register your account manually. In both cases your login and password will be sent to you by email and you can log in to start using affiliate tools. We may reject your site for any reason or no reason. If you are an individual, you must be at least the age of 18 (or the age of majority in your state, locality or jurisdiction in which you reside) in order to become an Affiliate Member. You are prohibited from submitting an Affiliate Program Application and participating in Affiliate Program if your site or service(s) are involved in unlawful activity or contain objectionable material including by way of example only: a site or services containing images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, or otherwise legally prohibited, a site or services facilitating illegal activity or considered obscene or harmful to minors or not in compliance with all applicable laws; a site or services promoting fraudulent, unlawful, misleading, or unfair business practices, a site or services promoting violence, a site or services that has sent unsolicited commercial e-mail within the past four years, a site or services that intends on sending unsolicited commercial e-mail at any time during the term of this agreement, a site or services promoting discrimination based on race, sex, religion, nationality, disability, or age, a site or services incorporating any materials which infringe or assist others to infringe on any copyright, trademarks, patents, or other intellectual property rights, or a site or services involving unfair competition (collectively "Content Restrictions"). 2. Using Loversplanet.com Links on Your Site; Prohibition Against the Use of Members’ Information on Your Site As an affiliate site, you will receive, or they will be available to you, banner advertisements, button links and/or text links to our site or any of the participating sites which you are to promote. These "Link" or "Links" may contain Loversplanet.com or participating sites' logos and/or identifying words. Use of these Link(s) is subject to the terms and conditions hereof. As an Affiliate Site, you may display Links throughout your site as you see fit. You may not alter, modify or expand the Link(s) in any way; provided, a Link may be modified and/or expanded with our written consent. Each Link connecting users of your site to our site may not alter the look, feel or functionality of our site. We may monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement. We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. However, we reserve the right to approve and to prohibit all and any Links. You may NOT link to, display or by any other method utilize any photos, videos or any other information pertaining to any of our member(s) on your site. You may not use any of Loversplanet.com materials to advertise your services, your products or any company other than Loversplanet.com. 3. Order Processing Loversplanet.com will process orders placed by customers who follow the Links from your site to Loversplanet.com. Some orders may be rejected if they do not comply with certain requirements that Loversplanet.com has established or may establish in the future. Loversplanet.com will be solely responsible for all aspects of order processing and fulfillment, including, but not limited to, order entry, payment processing (including processing through a third party such as Paypal.com), shipping, cancellations, returns and related customer service. Loversplanet.com will use their own information to track the volume and amount of sales generated by your site and will make unaudited reports, summarizing this sales activity, available to you through Loversplanet.com website. The form, content, and frequency of the reports may vary from time to time in our sole discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the Links between your site and our site are properly formatted. The reports generated by Loversplanet.com will be the only authority in calculation of the amounts due to Affiliate Member and are not subject to any third party judgment or assessment. 4. Commissions As an Affiliate, you will be entitled to the commission and fees as displayed on the Loversplanet.com Affiliate Program website (http://www.loversplanet.com/business/) and which may be changed or modified from time to time at our sole discretion and without any prior notice. In order for a commission to be paid, the customer who you referred to Loversplanet.com will be tracked by our internal tracking system from the time when the Link is activated until the time of the sale. No commission will be paid if the visitor to Loversplanet.com cannot be tracked by our system. Only signups (visitor registrations), for which a valid application is received by Loversplanet.com, and which have been referred through links issued by Loversplanet.com to you, will qualify for a commission. For a signup to generate a commission, the customer must follow the Link from your site to Loversplanet.com, sign up for a free membership through our online registration system from one of the qualifying countries, provide at least one photograph, and be subsequently approved by LoversPlanet. Qualifying countries include United States, Canada, United Kingdom, Australia, Austria, Belgium, Cyprus, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Japan, Luxembourg, Malta, Netherlands, New Zealand, Norway, Portugal, Spain, Sweden and Switzerland. For purposes of illustration only: (i) if a visitor comes to Loversplanet.com once from a link from Site A, but does not sign up for a free membership and then later returns to our site from a link from Site B and then signs up for a free membership - all commissions will be paid to Site B; (ii) if a visitor comes to Loversplanet.com from Site A, but does not sign up for a free membership and later returns directly to our site to sign up for a free membership commission will be paid only if a tracking cookie still exists. 5. Minimum Conversion Ratio After reviewing Affiliate statistics, we will retrospectively and without notification convert Affiliates that do not meet the minimum conversion ratio (currently 1 paid subscription per 20 signups) to Revenue Share payout only (whereby you receive a commission for monetary transactions such as paid subscriptions on Loversplanet.com). These affiliates will not recive a commission for free signups until the ration is met. Loversplanet.com may alter this ratio at any time with no prior notice. For example, after reviewing affiliate statistics, we may convert affiliates that do not meet the 1-20 ratio (paid subscribers to free signups ratio) or those affiliates who do not generate any affiliate sales in any given month. If you do not agree with our decision, your affiliate membership will be terminated as provided in paragraph 16. To remove any possible doubt this paragraph gives us authority to stop paying you commission per each signup (a customer which registers for free on Loversplanet.com) if a specific amount of such signups do not generate at least one monetary sale i.e. a minimum paid subscription available on Loversplanet.com. Instead, you may be offered to be paid on percentage basis whereby you receive a commission only if a purchase (or a subscription) is made on Loversplanet.com by a customer which was referred by you. 6. Chargebacks and Creditbacks At our sole discretion we may choose not to pay those affiliates who have a high level of chargebacks or creditbacks which at present stands at a rate of 5%. We may alter this rate at any time with no prior notice. Creditback is defined as customers who cancel their memberships and receive a credit. Chargeback is defined as a refund of payment for customers after the credit card has been processed. 7. Payment of Commission You will be paid authorized commissions on a monthly basis. Within thirty days following the end of each calendar month, we will send you a payment for the authprized commissions earned on Net Sales of Subscriptions sold and numbers of signups generated that month, less any taxes that we are required by law to withhold. However, if the commissions payable to you for any month are less than $100.00 (the "Commission Payment Floor"), we will hold those commissions until the total amount due is at least equal to the Commission Payment Floor. The Commission Payment Floor is subject to change at any time or from time to time, with no prior notice. Normally, you will be notified of any change in the Commission Payment Floor when such changes are introduced. If a Customer disputes or rejects a purchased Subscription or Membership, and Loversplanet.com has already paid Affiliate Commission Fees based on the sale of that Subscription or Membership ("Disputed Commission"), Loversplanet.com will deduct the amount of the Disputed Commission from Affiliate's next monthly Commission Fees payment. If there are no subsequent Commission Fees due to Affiliate, Loversplanet.com will send Affiliate a bill for the amount of the Disputed Commission, and Affiliate agrees to pay such bill no later than thirty days after its receipt. All commissions and percentage rates payable to Affiliate Member for referred signups and referred sales may be changed from time to time or at any time in the sole discretion of Loversplanet.com LLC. 8. Reports of Sales You will have the opportunity to review your sales. You will be given a password and have the ability to enter a password protected section on Loversplanet.com website to receive your sales statistics on an approximate daily basis. 9. Policies and Pricing We may change our policies, terms, and operating procedures at any time and your continued use of the Affiliate program is your assent to the change or modified policies, terms, commission rates, and operating procedures. For example only, we will determine when an affiliate will be converted from a Per Signup to Revenue Share only basis and the actual commission rates, in accordance with our own policies. Prices to be charged for Subscriptions or Memberships sold on Loversplanet.com are determined solely by Loversplanet.com. Product/Service prices and availability may vary from time to time. Because price changes may affect items that you already have listed on your site, you may not include price information in your descriptions. We will use reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product/Service at any particular point in time. 10. Ownership of Customer Customers who sign up, buy subscriptions, membership or products on Loversplanet.com through the Loversplanet.com Affiliate Program will be deemed to be customers of Loversplanet.com LLC. Accordingly, all Loversplanet.com rules, policies, terms, and operating procedures concerning all aspects of the customer relationship including, but not limited to, customer orders, customer service, and sales will apply to those customers. 11. Non-Exclusive Limited License and Use of Loversplanet.com Logos and Trademarks We grant you a non-exclusive, non-transferable, revocable license to (i) access Loversplanet.com site by means of links from your site solely in accordance with the terms of this Agreement, and (ii) solely in connection with such links, to use any logos, trade names, trademarks and similar identifying material of Loversplanet.com (collectively "Loversplanet.com Marks"), solely for the purpose of selling the products, services, subscriptions and memberships of Loversplanet.com on your site. You may not alter, modify or change the Loversplanet.com Marks in any way. You are only entitled to use the Loversplanet.com Marks to the extent you are an Affiliate Member, in good standing. You shall not make any specific use of any Loversplanet.com Marks for purposes other than advertising products, services, memberships and subscriptions of Loversplanet.com. You agree not to use the Loversplanet.com Marks in any manner that is disparaging or that otherwise portrays Loversplanet.com in a negative or misleading light. We reserve all of our rights in the Loversplanet.com Marks, and all other intellectual property rights thereto. We may revoke the rights granted to you pursuant to this section at any time by giving you written notice, including a notice given by electronic (email) message. The rights granted to you pursuant to this section shall terminate upon the effective date of the expiration or termination of this Agreement and by that time you shall cease and desist all use of the Loversplanet.com Marks. Notwithstanding the above grant to use the Loversplanet.com Marks: A. You may not create a website or webpage which uses Loversplanet.com Marks in a manner that is likely to be confused, e.g. near copies of the Loversplanet.com website, similar designs, graphics, look and feel, etc., with Loversplanet.com webpage(s) or website. In determining whether a subject webpage is likely to be confusing, Loversplanet.com shall, without waiver, have the sole discretion and to require the removal or redesign of the offending webpage. Loversplanet.com’s conclusion that a webpage or website of an Affiliate Member is not confusing, does not waive any rights of Loversplanet.com to require subsequent removal or redesign. B. As an Affiliate Member of Loversplanet.com, you agree not to register a domain name using the term “Loversplanet”, or any other prefix that may be connected to Loversplanet or phonetically similar to Loversplanet domain names or Loversplanet.com Marks, whether these names are used alone or in combination with other words and includes all top level domains, i.e. “.com” “.net” “.org” etc. (“Prohibited Domain Name Terms”). If you have previously registered a Prohibited Domain Name Term, by continuing to remain an Affiliate Member, you agree that upon termination of your affiliate relationship, you will transfer the domain name that uses the Prohibited Domain Name Term to Loversplanet.com within 45 days. In such a case, Loversplanet.com shall pay you a reasonable fee to cover the expenses necessary to transfer the Prohibited Domain Name Term, but in no instance will the amount exceed US$100. 12. Non-Exclusive Limited License and Use of Affiliates Logos and Trademarks You grant us a non-exclusive license to utilize your names, titles, logos, and trademarks (collectively the "Affiliate Marks"), and to advertise, market, promote and publicize in any manner our rights hereunder. Notwithstanding anything herein to the contrary, we shall not be required to so advertise, market, promote or publicize. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Marks and have the right and power to grant to us the license to use them in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement. 13. Anti-Spamming Policy Loversplanet.com prohibits you from engaging in any form of unsolicited commercial emailing (commonly referred to as "spamming") or the sending of e-mails that are misleading, spoofed, contain misleading subject lines, contain inaccurate or misleading sender or recipient data, or violate applicable State, Federal Statutes or laws of any applicable country. For the purposes of Loversplanet.com definition, spamming also includes similar, abusive behavior in a third party "chat room" or website or the sending of unsolicited or misleading Instant Messages, Chatroom, Newsgroup, ICQ, IRC or forum messages. Such behavior could include automatically sending scripted text (and website URLs) disguised as "chat" or conversation into any third party chat room. Loversplanet.com at its own discretion and not as its exclusive remedy, reserves the right to suspend, terminate or by any other method, discipline any affiliate without further notice or pay if it is determined that the affiliate was spamming or in violation of this provision or in violation of applicable law. You hereby represent, agree, and warrant that you shall only send commercial e-mail to those who opted-in and consented to receive such commercial e-mail and you further represent, agree, and warrant that as proof of the above you shall maintain, use, and update in real time an "E-Mail Database" that contains a full audit trail of all persons or entities who opted-in and consented to receive any commercial e-mail advertisements sent by you (or at your request) during the term of this agreement including, the date of the opt-in consent, the manner, date, time, location (URL if by web form), scope, and method of the opt-in consent, the e-mail address (and PII and/or Static IP address if obtained) that opted-in, and all the e-mails sent to such e-mail address, and requests to opt-out by such e-mail address along with the manner, date, time, location (URL if by web form), scope, and method of such opt-out. You hereby agree to act expeditiously to remedy any and all complaints of spam or unsolicited commercial e-mail, including but not limited to, opting-out such persons from receiving further e-mails from you. You further agree to fully and immediately respond to any and all requests or queries we make of you requesting information and/or written reports of data located in the E-Mail Database. In addition, you agree to make immediately available to us for inspection and querying, upon our demand of you during the term of this agreement and for five years after termination, the E-Mail Database in a usable and secure manner remotely or in person at our discretion. You also agree to preserve the integrity of the data in the E-Mail Database, to, amongst other things, provide evidence of opt-in consent of all e-mails sent during the term(s) of this agreement, and all such E-Mail Database data will be preserved (and not erased or destroyed) during the term of this agreement and for at least five years thereafter. 14. E-Mail Advertising Prohibited You are prohibited from advertising, in any manner, Loversplanet.com services through the use of e-mail or Links in e-mail. This provision prohibiting such e-mail advertising goes beyond the prohibition in Section 13 above (prohibiting the use of unsolicited e-mail advertising) and prohibits you from sending any e-mail messages advertising Loversplanet.com services or including Loversplanet.com Marks or Links even if such e-mail is permission based or double opt-in. Loversplanet.com at its own discretion and not as its exclusive remedy, reserves the right to suspend, terminate or by any other method, discipline you without further notice or pay if it is determined that you (or someone acting on your behalf) violated this provision. 15. Responsibility for Your Site You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. The registration or “whois” information pertaining to any of your sites shall contain current and accurate contact information so that a third-party could have a reasonable expectation of reaching you during normal business hours by telephone, mail, facsimile and/or email. We shall have no responsibility for the development, operation and maintenance of your site and for any materials that appear on your site. You hereby represent and warrant to us that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and that materials posted on your site are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law. We reserve the right to terminate this Agreement without pay and without notice in the event that we determine that an Affiliate Member is violating a third party's intellectual property rights. We reserve the right to cooperate in any investigation (including third party investigations by governmental entities) relating to activities involving your conduct or any violation of these Terms and Conditions, including, but not limited to, disclosure of your account information to third parties in connection therewith, when, for example, your registration or “whois” information is not current or accurate. 16. Term and Termination The term of this Agreement will begin either upon our acceptance of your Application or our creation of your account, whichever occurs first, and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice sent by email, to the address in our records, is considered sufficient notice to terminate this Agreement - whether or not such e-mail is in fact read by you. Upon such notice, you agree to promptly destroy or return to Loversplanet.com all artwork pertaining to Loversplanet.com which is in your possession or control. Furthermore, you must immediately remove from your site any Loversplanet.com Marks, links to Loversplanet.com, and all references to Loversplanet.com. If this Agreement is terminated because you have violated the terms of this Agreement, while it shall not act as our exclusive remedy you are not eligible to receive any commission payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn a commission on sales occurring during the term of the Agreement. Commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. 17. Modification We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion. Notice of any change by means of posting on our site of a change notice or a new or modified agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. All such modifications will take effect immediately after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program, following our posting of a change notice or new or modified agreement on our site, will constitute binding acceptance of the change(s). 18. Relationship of Parties Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise that contradicts anything in this Section. 19. Limitation of Liability We will not be liable for indirect, incidental, special, or consequential punitive or multiple damages, including without limitation any damages resulting from loss of use, loss of business, loss of revenue, loss of profits, or loss of data, arising in connection with this Agreement, the Affiliate Program, Loversplanet.com LLC’s performance of services or of any other obligations relating to the Agreement, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement will not exceed the total commissions paid or payable to you under this Agreement. The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought. Loversplanet.com files and records will prevail in determining all statistics including but not limited to the amount of valid hits, signups, referrals, sales, cancellation, credits and any commissions or referral fees owed to any Affiliate pursuant to this Agreement. Any discrepancies or errors must be brought to our attention within 30 days or else they will be deemed permanently waived. These errors may be remedied at the sole discretion of Loversplanet.com. 20. Disclaimers We make no express or implied warranties or representations with respect to the Affiliate Program or any product or service sold through this Affiliate Program. In addition, we make no representation that the operation of our site will be uninterrupted or error-free. We will not be liable for the consequences of any service interruptions or errors. You acknowledge and agree that under no circumstances shall Loversplanet.com LLC, their employees, independent contractors, authors, agents, representatives, assigns and successors be liable to you, or any other person or entity, for any direct or indirect losses, injuries, special or incidental or consequential damages of any kind (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, GOODWILL, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any link to Loversplanet.com site, or arising from or in connection with the use of the Program Materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of Loversplanet.com services, content or Program Materials, including without limitation any losses due to server problems, computer or other equipment failure, or due to incorrect placement of HTML, regardless whether based upon breach of contract, negligence or any other claim or cause of action, In the event of any network downtime, computer or technical error we will not be held responsible for any lost hits, signups, traffic, income, commissions or fees. 21. Representations and Warranties You hereby represent and warrant to us that your services, advertising (including, but not limited to e-mail or the web) and your web site(s) and all materials, content, goods, communications, e-mail, and services offered through and in association with you or your website do not and shall not at any time:
We may disclose to you certain information as a result of your participation in the Affiliate Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this Affiliate Program Agreement made specifically for you and not generally available to other members of the Affiliate Program. This includes, but is not limited to, business, ownership and financial information relating to Loversplanet.com LLC, customer and vendor lists relating to Loversplanet.com, and pricing and sales information relating to Loversplanet.com LLC, or relating to any Affiliate Members, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, customer conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information. 23. Indemnification You hereby agree to defend (or pay our fees and costs of defense at our sole discretion), indemnify and hold Loversplanet.com LLC, their Members, directors, officers, employees, agents, shareholders, partners, members, and other owners, harmless against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses including reasonable attorneys' fees (any or all of the foregoing hereinafter referred to as "losses") insofar as such losses, or actions in respect thereof, arise out of or are based on 1) any claim that our use of the Affiliate Marks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, 2) any failure or breach of any representation, warranty, covenant, or agreement made by you herein including, but not limited to those representations and warranties found in Sections 13 and 21 above, 3) any misuse of Loversplanet.com name or trademarks, 4) any claim related to your site or services, including, without limitation, any content therein, 5) any claim that your content infringes copyrights or any other intellectual property rights or that your site or services are engaged in unfair competition, 6), any claim arising out of your violation of the terms and conditions of this agreement, 7) any claim that you or your site(s) violated privacy rights or failed to maintain proper security, or 8) any claim that your advertising, communications (including, but not limited to e-mail communications), or marketing is misleading or unlawful in any manner. 24. Independent Investigation/Mutual Drafting YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) PROVIDE TERMS TO OTHERS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETITIVE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. We strongly advise that you review this Agreement with your attorney before you enter into it. You acknowledge and agree that nothing herein and no statement by us or any employee, representative, agent or other person associated with us or the Participating sites has in any way prevented or inhibited you in any way from seeking such advice prior to entering into this Agreement. You hereby acknowledge and agree that the terms of this Agreement are reasonable and fair; all terms have been fully disclosed in writing, and that you have been given a reasonable chance to seek advice of independent counsel with respect to this Agreement and all transactions associated herewith. For purposes of construction of this Agreement, both Loversplanet.com and you shall be deemed to have mutually drafted this Agreement and all parts thereof. 25. Non-Assignability of the Agreement This Agreement may not be assigned by you without the written consent of Loversplanet.com LLC. Loversplanet.com may assign this agreement at any time. 26. Choice of Law and Forum This Agreement shall be governed by and construed under the laws of the State of Indiana, United States. Any legal actions shall take place exclusively in the State of Indiana and you hereby agree to submit to the jurisdiction in Indiana. 27. Severability If any provision of this Agreement is held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its modified terms. 28. Entire Understanding This Agreement represents the entire understanding between the parties with respect to the subject matter hereof and supersedes all previous understandings, written, oral or implied. This Agreement may only be amended by you with our written consent, and no oral waiver or amendment shall be effective under any circumstances. 29. Agreement Binding This Agreement shall be binding upon the parties, their assigns, successors, heirs, affiliates, directors, shareholders, officers, employees and/or agents. 30. Headings The headings and other captions used in this Agreement are for the convenience and ease of reference only and shall not be used in interpreting, constructing and/or enforcing any of the provisions of this Agreement. |