Terms and Conditions
Last Revised: December 11, 2021
These Terms and Conditions ("Terms") form a legal agreement between BADDIE ENTERPRISES LLC. and its affiliates (collectively, "BADDIES ONLY", "we", or "us") and you ("you") and apply to your use of and access to the Baddiesafterdark.com website and any associated mobile application, software or content, as well as membership in the Baddies Only (collectively, the "Service"). The ways in which you can use the mobile application may also be controlled by the rules and policies of the relevant store through which you downloaded the application. The relevant store’s rules and policies will apply instead of these Terms where there are differences between the two.
Please review the Terms carefully. They include a provision waiving the right to pursue any class, group or representative claim and requiring you to pursue certain disputes through individual arbitration unless you opt-out within the specified time frame. See Section 16 for more information. If you are residing in the United Kingdom ("UK") or the European Economic Area ("EEA"), section 16 shall not apply; please see Section 17 for more information.
To Contact Us. To notify us as set out in these Terms, or for information, support or questions, please contact us at: firstname.lastname@example.org
BY ACCESSING THE SERVICE OR JOINING THE FULL SEND, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT INSTALL, CONNECT TO, ACCESS OR USE (OR CONTINUE TO USE) THE SERVICE.
Our Service is available only to those who join the Baddiesafterdark ("Members"). Others may view the home page on our website but may not otherwise utilize the Service.
By using the Service, you confirm that you possess the legal authority to enter into these Terms and to form a binding agreement under applicable law, to use the Service in accordance with these Terms, and to fully perform your obligations hereunder.
You agree that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
You also may not become a Member if you previously have been removed by Baddies Only or otherwise prohibited by us from using the Service.
2. Fees and Service.
Becoming a Member and using the Service are voluntary. We may, at our sole discretion, change some or all of our Service at any time.
In the event we introduce a new feature or otherwise change the fees or costs for any aspect of the Service, the fees for that feature or the change in fees will be effective at the time we so indicate. All fees are quoted in U.S. Dollars. You are responsible for paying all fees that you incur in connection with our Service and all applicable taxes.
3. Your Account
In order to access or use features of the Service, you may be required to become a Member by opening an account ("Account") or by signing in via a third-party tool (such as Facebook) ("Third Party Tool"). If you open an Account, you may be required to provide details and select a password or to otherwise allow us to access your account information through a Third Party Tool ("Login Information")
You must safeguard and not disclose your Login Information and you must supervise the use of such Account. You will be responsible for all uses of your Login Information, including purchases, whether or not authorized by you. In the event you become aware of or reasonably suspect any breach of security, including any loss, theft or unauthorized disclosure of your Login Information or unauthorized access to your Account, please notify us immediately at email@example.com and promptly modify your Login Information. Note that should you choose to create your Account using any Third Party Tool, certain data that you either provide us or that is accessed through such Third Party Tool (subject to the terms and conditions applicable to such third party), including your Member name and photo, may be published on your Member profile and may be made available to other Members.
You must provide accurate and complete information when creating an Account, and to update your information (including any contact information) promptly upon any change. You also agree not to misrepresent your identity or to open an Account on behalf of someone other than yourself.
You agree to monitor your Account and to prevent use by others. You accept full responsibility for any use of the Service using your Login Information, including any use of your credit card or other payment instrument.
We reserve the right to remove or reclaim any Member name at any time and for any reason, including in case of claims by a third party that a Member name violates any third party's rights or otherwise violates these Terms.
If for any reason you wish to modify your Login Information or other personal information associated with your Account, you may do so by contacting us at firstname.lastname@example.org. If you wish to terminate or close your Account, your Account will be terminated and removed within a reasonable timeframe following our receipt of your written request, and from the date of termination you will no longer be able to access your Account, including any Virtual Items or other Site Content (both terms as defined below) associated therewith.
From time to time and to the extent permitted under applicable law, we offer sweepstakes and other promotions through the Service (each a "Giveaway"). The Giveaways are open only to legal residents of the United States, Canada, the United Kingdom, European Economic Area and Switzerland to those who are at least 13 years of age. You may also be required to seek the consent of your parent or guardian to download, register or otherwise use the Service. Void where prohibited. Employees (and their immediate families (parent, child, spouse or sibling and their respective spouses, regardless of where they reside) and those living in their same households, whether or not related) of Baddies Only, or its affiliates and advertising and promotion agencies, are not eligible to enter or win. Giveaways are subject to all applicable laws.
The rules for our Giveaways are incorporated into these Terms by reference and are available here.
5. Membership and Cancelation
Your purchase of Membership is final and is not refundable, transferable or exchangeable, except in Baddies Only’s sole discretion, to the maximum extent permitted by applicable law. You may not transfer, purchase, sell or exchange Membership to any third party. Any such attempted transfer shall be null and void and may result in termination of your Account. We retain the right to manage, regulate, control, modify and delete Membership at our sole discretion, and we shall have no liability to you or anyone for the exercise of such rights. We may selectively remove or revoke your license to use or associate your Membership with your Account without notice at our sole discretion. Prices, duration and availability of Membership are disclosed to you clearly at the time of purchase and, unless you are in the UK or the EEA, are subject to change upon notice through the application or other method such as email. If you do not agree to the price change, you may cancel your Membership. If you do not cancel your Membership, you will be deemed to have accepted the new prices.
Membership may only be held by persons who are at least 13 years of age. Membership may only be purchased or acquired from us and through means we provide through the Service. We reserve the right to refuse your request to purchase or acquire Membership for any reason. When you purchase Membership, it will automatically renew in your Account, unless canceled or revoked. You may cancel at anytime by emailing Batelrecords@gmail.com . The cancellation will take effect the day after the last day of the current Membership period. We do not provide refunds or credits for any partial membership periods.
When purchasing Membership, you agree to pay us the applicable charges for your purchase, including applicable taxes, through the applicable store. If your transaction with our payment processing partners is not successful then your purchase will not be fulfilled. Upon the completion of a successful payment transaction then your purchase will be fulfilled to you as soon as possible – we will endeavor to fulfill your order immediately at the point of purchase.
If your Account is charged for Membership that was not purchased by you or anyone using your Login Information, or you did not receive confirmation of the Membership you purchased, or you were charged an incorrect amount, you may request a refund or correction in accordance with the payment provider's policy. You agree to notify us about any billing problems or discrepancies within 30 days from the date of your purchase. If you do not bring them to our attention within 30 days, you agree, to the maximum extent permitted by applicable law, that you waive your right to dispute such problems or discrepancies. You are responsible for and agree to reimburse us for all reversals, charge-backs, claims, fees, fines, penalties and any other liability incurred by us (including costs and related expenses) that were caused by or arise out of payments that you authorized or accepted or that were authorized or accepted using your Login Information (even if not authorized by you). You understand that we may suspend or terminate your Account if for any reason a charge that you authorized or that was authorized using your Login Information cannot be processed or is returned or is unpaid, and, if such event occurs, you shall immediately remit to us payment for such charge through an alternative payment method we reasonably may specify. In the event your Login Information has been compromised, please notify us immediately and we will use commercially reasonable efforts to reverse any unauthorized charges. If the compromise results from our negligence or breach of these Terms, then we will reimburse you for any resulting loss, provided that you have timely notified us (as required by this paragraph) of the charge.
6. Restrictions on Use of the Service
You shall not, and shall not permit or cause any other party, to:
Create an Account with or access the Service if you are not eligible to be a Member;
Use the Service in an illegal manner or encourage or promote any illegal activity;
Fail to pay any amounts owed (to the extent applicable);
Interfere with or violate other Members’ rights to privacy and other rights, or harvest, post, solicit or collect personally identifiable information about Members without their express consent, whether manually or through the use of any robot, spider, crawler, any search or retrieval application, or other manual or automatic device, process or method to access the Service and retrieve, index or data-mine any information;
Interfere with or disrupt the operation of the Giveaways or the servers or networks that host the Giveaways, or disobey any laws or regulations or requirements, procedures, policies, or regulations of such servers or networks;
Advertise, solicit or transmit any commercial advertisements or SPAM;
Violate the intellectual property or other rights of any party, including Baddies Only;
Create false personas, multiple identities or multiple Accounts; set up an Account on behalf of someone other than yourself; use bots or other automated software programs to defraud or which otherwise violate these Terms or the terms and conditions of any third-party applications or social networks through which the Service is accessed;
Upload or transmit (or attempt to upload or to transmit), without our express permission, any material that acts as a passive or active information collection or transmission mechanism, including clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies or other similar devices (sometimes referred to as "spyware", "passive collection mechanisms" or "pcms");
Exploit, distribute, develop or publicly inform other Members or the public of any Service error, miscue or bug which provides an unintended advantage, or of "auto" software programs, "macro" software programs or other "cheat utility" software programs or applications;
Engage in any fraudulent activity with respect to payment methods or advertiser tracking mechanisms;
Deal with Membership or mail-in Giveaway entries in a manner that violates these Terms, including by selling or transferring Membership or mail-in entries to other Members or third parties except as expressly authorized within and by the rules of a Giveaway, or fraudulently obtaining or acquiring Membership;
Rent, lease, sell, trade, gift, bequeath or otherwise transfer your Account to anyone without our written permission;
Attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Service; or interfere with the ability of others to enjoy using the Service, including by disrupting, overburdening or aiding the disruption or overburdening of the Service servers, or by taking actions that interfere with or materially increase the cost to us of providing the Service for the enjoyment of all its users;
Without our express written consent, modify or cause to be modified any files, codes or any other component which is part of the Service;
Institute, assist or become involved in any type of attack, including distribution of a virus, a denial of service attack upon the Service, or other attempts to disrupt the Service or any other person’s use or enjoyment of the Service;
Attempt to gain unauthorized access to the Service, Accounts registered to others or to the computers, servers or networks connected to the Service by any means other than the user interface provided by Baddies Only, including by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Service;
Use any unauthorized third party software that accesses, intercepts, "mines" or otherwise collects information from or through the Service or that is in transit from or to the Service, including any software that reads areas of RAM or streams of network traffic used by the Service to store information about Baddies Only elements;
Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server or the Service, whether through the use of a network analyzer, packet sniffer or other device;
Except where permitted by law or relevant open-source licenses, reverse engineer, decompile, disassemble, decipher, modify or otherwise attempt to derive the object code or source code for any underlying software or other intellectual property used to provide the Service, or to obtain any information from the Service using any method not expressly permitted by Baddies Only;
Copy, distribute, modify, alter, adapt, make available, translate, port, reverse-engineer, decompile or disassemble any portion of any Site Content, or publicly display, reproduce, create derivative works from, perform, distribute or otherwise use any Site Content;
Sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to Baddies Only's proprietary rights;
Sell, license or exploit for any commercial purposes any use of or access to the Service;
Frame or mirror any part of the Service without our prior express written authorization;
Create a database by systematically downloading and storing all or any of the Site Content;
Improperly use support channels to make false reports to Baddies Only or using profane or abusive language in your communications with our support personnel; or
Infringe or violate any of these Terms or the terms of any third-party applications or social networks through which the Service is accessed.
Breach of any of these rules or of any other prohibitions contained in these Terms may subject you to suspension or termination of your Account and right to use the Service in Baddies Only’s sole discretion, and may subject you to civil or criminal penalties.
7. Intellectual Property and Our License to You; DMCA Notice
Baddies Only retains any and all rights in the Service (including applications, software, computer codes, themes, objects, likenesses, animations, stories, concepts, designs, graphics, content, materials, texts, information, pictures, logos, video, recording, Giveaways, titles, sound, music, audio-visual effects, methods of operations, moral rights, documentations, look and feel, and other files, and their selection and arrangement) (collectively, "Site Content"), and all intellectual property rights or other proprietary rights in connection therein and the foregoing together with any and all upgrades, updates, enhancements, improvements, modifications and derivative works are owned, controlled and licensed by Baddies Only. The Service and all Site Content are protected by applicable copyright, trade dress, patent, and trademark laws, international conventions, and other laws protecting intellectual property and related proprietary rights.
Subject to your agreement and compliance with these Terms, Baddies Only grants you a personal, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable, limited scope license to use the Service and Site Content solely as part of the Service, through a supported web browser or mobile device, only for your own, private, non-commercial entertainment purposes and for no other purpose whatever and only pursuant to these Terms, any other rules or terms published by Baddies Only from time to time on its website or mobile application and applicable laws. If you violate or if, at any point, you do not agree with any of these Terms, your license to use the Service will be immediately revoked, and you will immediately stop using the Service. If the Service or any part thereof is determined to be illegal under the laws of the country in which you reside, this license shall be treated as null and void, and you must refrain from using the Service.
These Terms convey only a limited revocable right to use the Service in accordance with the Terms. You shall not, nor shall you cause any other party to, modify, decompile, disassemble, reverse engineer, copy, transfer, create derivative works from, rent, sub-license, distribute, reproduce framed, republish, scrape, download, display, transmit, post, lease or sell in any form or by any means, in whole or in part, use for any purpose other than for using the Service pursuant to these Terms or otherwise exploit any of the Site Content without Baddies Only’s explicit, prior written permission.
We respect the intellectual property rights of others and encourage you to do the same. Accordingly, We have a policy of removing User Content that violate intellectual property rights of others, suspending access to the Service (or any portion thereof) to any user who uses the Service in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the Service in violation of someone’s intellectual property rights.
Pursuant to Title 17 of the United States Code, Section 512, We have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright or other intellectual property right is being infringed by a user of the Service, please provide written notice to our agent for notice of claims of infringement:
Attn: Baddies Only DMCA Agent
8. User Content and Your License to Us
9. Suspension and Termination of Use
IN THE EVENT THAT WE SUSPECT THAT YOU HAVE VIOLATED OR MAY VIOLATE ANY OF THESE TERMS OR ANY RELEVANT THIRD-PARTY TERMS OR RULES OR APPLICABLE LAW, OR THAT YOUR ACCOUNT HAS BEEN USED OR MAY BE USED IN SUCH A WAY, THEN WITHOUT DEROGATING FROM ANY REMEDY WHICH WE OR ANY OTHER PARTY MAY HAVE IN CONNECTION WITH THE FOREGOING, WE MAY, IN OUR SOLE DISCRETION, IMMEDIATELY (WITHOUT NOTICE) TERMINATE, LIMIT, SUSPEND OR DELETE YOUR ACCOUNT AND YOUR ACCESS TO THE SERVICE, IN WHOLE OR IN PART (INCLUDING BY LIMITING OR REVOKING YOUR RIGHTS TO CERTAIN GIVEAWAYS OR SITE CONTENT). IN SUCH EVENT, YOU WILL FORFEIT ANY CONTINUING RIGHT OR LICENSE TO USE ANY SITE CONTENT, INCLUDING ANY MEMBERSHIP OR GIVEAWAY MAIL-IN ENTRIES, AND WE ARE UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY LOSS OR DAMAGE OF ANY KIND THAT YOU OR ANY OTHER PARTY MAY ALLEGE IN CONNECTION WITH SUCH ACTION. IF YOU HAVE MORE THAN ONE ACCOUNT, FULL SEND MAY TERMINATE ALL OF YOUR ACCOUNTS.
WE RESERVE THE RIGHT TO TERMINATE AN ACCOUNT THAT HAS BEEN INACTIVE FOR AT LEAST 365 CONSECUTIVE DAYS. YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR YOUR ACCOUNT OR ANY SITE CONTENT OR OTHER CONTENT ASSOCIATED WITH YOUR ACCOUNT WHEN IT IS CLOSED, DELETED OR OTHERWISE TERMINATED, REGARDLESS OF WHETHER SUCH ACTION WAS VOLUNTARY OR INVOLUNTARY.
Baddies Only further reserves the right, at its sole discretion, to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, the Service (or any part thereof), upon notice.
In the event that Baddies Only terminates your Account, you may not use or access the Service again without Baddies Only's express permission. Baddies Only reserves the right to refuse Accounts for, and to provide access to the Service or other services to, any individual. You may not allow individuals whose Accounts have been terminated by us to use your Account. If you believe that any action has been taken against your Account in error, please contact us at: email@example.com
10. Disclaimers of Warranties
YOUR USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ARE SOLELY RESPONSIBLE TO ENSURE THAT YOUR USE OF THE SERVICE IN THE JURISDICTION WHERE YOU RESIDE IS PERMITTED PURSUANT TO ALL LOCAL LAWS AND REGULATIONS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS". Baddies Only, its officers, directors, employees and agents disclaim all warranties, express or implied, in connection with the Service and the use thereof, including implied warranties of merchantability, title, quiet enjoyment, fitness for a particular purpose or non-infringement, usefulness, authority, accuracy, completeness and timeliness.
Baddies Only makes no warranties or representations about the accuracy or completeness of the content of the Service or of the content of any sites linked to the Service and assume no liability or responsibility for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatever, resulting from your access to and use of the Service; (iii) any unauthorized access to or use of Baddies Only's secure servers or any and all personal information or financial information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Service by any third party; (vi) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Service; or (vii) any errors, failures or delays in computer transmissions or network connections on account of your access to or use of the Service.
11. California (USA) Release
California, USA, residents expressly agree to waive California Civil Code Sec. 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WHATEVER WILL WE OR OUR AFFILIATES, SUBSIDIARIES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS AND SUPPLIERS BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, LOST REVENUE, INCOME, GOODWILL, USE OF DATA OR OTHER INTANGIBLE LOSSES, IN EACH CASE THAT RESULT FROM OR RELATE IN ANY MANNER TO YOUR USE OF THE SERVICE OR ANY OTHER ACT OR OMISSION IN RELATION THERETO].
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL WE OR OUR AFFILIATES, SUBSIDIARIES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTORS AND SUPPLIERS BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID BADDIES ONLY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID BADDIES ONLY ANY AMOUNTS IN THAT PERIOD, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH BADDIES ONLY IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT.
YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE MATERIAL AND BARGAINED-FOR BASES OF THESE TERMS AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN THE DECISION BY YOU TO ENTER INTO THESE TERMS.
Depending on where you reside and use the Service, some of the limitations contained in this Section may not be permissible. In such case, they will apply to you to the fullest extent permitted by applicable law.
You agree to indemnify and hold harmless Baddies Only, and each of its affiliates, subsidiaries, partners, officers, directors, employees, shareholders, agents, licensors, subcontractors and suppliers, from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys’ fees, arising out of or in connection with:
(i) Your use or misuse of and access to the Service;
(ii) Your violation of any term of these Terms;
(iii) Your violation of any third-party right, including any copyright, property or privacy right; and
(iv) Any claim that an action by you in connection with the Service has caused damage to a third party.
15. Governing Law and Judicial Forum
These Terms will be interpreted in accordance with the laws of the State of California without regard to conflict- or choice-of-law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded.
In the event that you have opted out of arbitration (as set out below) or that the agreement to arbitrate is otherwise found not to apply to you or your claim, you and Baddies Only agree that any judicial proceeding (other than as described above) may only be brought in a small-claims or equivalent court of competent jurisdiction in the county or metropolitan area in which you reside. Both you and Baddies Only consent to venue and personal jurisdiction there. Notwithstanding the foregoing, you and Baddies Only may bring an action in any court of competent jurisdiction (i) to compel arbitration pursuant to Section 16 below or (ii) to enforce an arbitral award issued thereunder.
16. Dispute Resolution and Agreement to Arbitrate on an Individual Basis For Residents of the United States and elsewhere other than the UK or EEA.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND BADDIES ONLY TO ARBITRATE CERTAIN DISPUTES AND CLAIMS ON AN INDIVIDUAL BASIS AND LIMITS THE MANNER IN WHICH YOU AND BADDIES ONLY CAN SEEK RELIEF FROM EACH OTHER.
By agreeing to these Terms, you and Baddies Only agree that any and all past, present and future disputes, claims or causes of action arising out of or relating to these Terms (including their formation), the Service or a Giveaway, or any other dispute, in each case between you and Baddies Only (including any Baddies Only affiliate, officer, director, employee or shareholder) or any of Baddies Only’s licensors, distributors, suppliers or agents (including any application store or platform from which the Service is accessed or downloaded), and whether arising prior to or after your agreement to this Section (collectively, "Dispute(s)"), will be governed by the procedure outlined below. You and Baddies Only further agree that any arbitration pursuant to this Section shall not proceed as a class, group or representative action.
(a) Informal Dispute Resolution. Baddies Only wants to address your concerns without the need for a formal legal dispute. Before filing a claim against Baddies Only, you agree to try to resolve the Dispute informally by contacting firstname.lastname@example.org. Similarly, if you have provided an email address to us as part of your Account registration, Baddies Only agrees to do the same. If a dispute is not resolved within 30 days after the email noting the Dispute is sent, you or Baddies Only may initiate an arbitration proceeding as described below.
(b) We Both Agree To Arbitrate. By agreeing to these Terms, you and Baddies Only each and both agree to resolve any Disputes – including any Dispute concerning the enforceability, validity, scope or severability of this agreement to arbitrate – through final and binding arbitration as discussed herein, except as set forth under "Exceptions to Agreement To Arbitrate" below.
(c) Opt-out of Agreement to Arbitrate. You may decline this agreement to arbitrate by contacting email@example.com within 30 days of first accepting these Terms and stating that you (include your first and last name, and Member name) decline this arbitration agreement. By opting out of the agreement to arbitrate, you will not be precluded from using the Service or participating in a Giveaway, but you and Baddies Only will not permitted to invoke the mutual agreement to arbitrate to resolve Disputes under the terms otherwise provided herein.
(d) Arbitration Procedures and Fees. You and Baddies Only agree that the American Arbitration Association ("AAA") will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes in effect at the time arbitration is sought ("AAA Rules"). If your primary place of residence is outside of the United States, you may elect that the AAA utilize its International Centre for Dispute Resolution Rules and Procedures in their place. Both sets of rules are available at www.adr.org. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator in accordance with those rules. The arbitration proceeding and any award shall be confidential. You and Baddies Only further agree that the arbitration will be held in Los Angeles, CA, USA, or, at your election, will be conducted telephonically or via other remote electronic means. The AAA Rules will govern payment of all arbitration fees. This Section 16 shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in this Agreement.
(e) Arbitration Shall Proceed Individually. Regardless of your country of residence or the rules of a given arbitration forum, you and Baddies Only agree that the arbitration of any Dispute shall proceed on an individual basis, and neither you nor Baddies Only may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a "Collective Arbitration"). Without limiting the generality of the foregoing, a claim to resolve any Dispute against Baddies Only will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. "Concurrently" for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.
(f) Class Action and Collective Arbitration Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR BADDIES ONLY SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR PARTICIPATE IN ANY COLLECTIVE ARBITRATION (AS DEFINED ABOVE) OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED.
(g) Severability. Notwithstanding anything to the contrary set forth in this Agreement, in the event all or any portion of subsections (e) or (f) of this Section 16 is found to be invalid or less than fully enforceable, then the entirety of this Section 16 may be deemed void and as having no effect upon either party’s election.
(h) Exception to Agreement to Arbitrate. Notwithstanding the provisions of this Section 16, either you or we may seek temporary injunctive relief from a court of competent jurisdiction to avert or mitigate irreparable harm until such time as an arbitrator has been empaneled and ruled on whether such relief should be continued, terminated or modified.
(i) Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service. For clarity, you remain obligated to arbitrate your Dispute in accordance with this Section 16 if your complaint is not resolved.
17. Dispute Resolution for Residents of the UK or EEA
(a) If your country of residence or establishment is the United Kingdom or in the EEA, any Dispute may be initiated in the English courts or in a court with jurisdiction according to the laws of your country of residence. Alternatively, if you do not wish to go to court you may seek individual arbitration before the AAA as set out in Section 16, utilizing the AAA Consumer Arbitration Rules. In addition, you can also submit a dispute to the European Online Dispute Platform by visiting https://ec.europa.eu/consumers/odr/main/?event=main.home2.show.
(b) Class Action and Collective Arbitration Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR BADDIES ONLY SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR PARTICIPATE IN ANY COLLECTIVE ARBITRATION (AS DEFINED ABOVE) OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED.
18. Consent to Electronic Communications.
19. You Consent to Receive SMS Text Messages from Us.
(a) If you enroll in a text message service ("Text Service") offered by Baddies Only, you agree to receive recurring offers and other information from us via SMS or MMS message at the mobile number you provided during the service’s registration process. You may be required to respond to an initial message as instructed to complete registration and confirm enrollment. The enrollment process will disclose the program, frequency of messages, and options to cancel your enrollment.
(b) Messages will be sent through an automatic telephone dialing system. There is no additional charge for this service, unless specifically disclosed and agreed by you, but you may be offered opportunities to make purchases through the Text Service, and you will be responsible for any charges associated with such purchases. Your mobile carrier’s standard message and data rates apply to any messages you send or receive through the Text Service, including our confirmations and subsequent texts. Please contact your mobile carrier if you have any questions regarding your mobile data and messaging plan.
(c) As described at program enrollment and in program welcome messages, including messages sent to a shortcode associated with the Text Service or by replying to any message you receive from us, you may text "STOP" to cancel or "HELP" for customer support information. If you choose to stop your subscription, you agree to receive a final text message from the Text Service to confirm your cancellation. You agree to notify us of any changes to your mobile number and update your account with us to reflect this change and acknowledge that you are responsible for the accuracy of this information. You can contact us with questions at the email contact address provided at the start of these Terms.
(d) Your carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues. We are not liable for any delays in the receipt of, or failure to receive, any SMS or MMS texts, as delivery is subject to effective transmission by your mobile carrier.
20. Third Party Rights
Except as stated or contemplated herein, these Terms do not give any third party any rights.
21. Revisions to these Terms
We reserve the right, at our sole discretion, to revise or modify these Terms at any time, and you agree to be bound by such revisions or modifications. Users are responsible for viewing these Terms periodically. We will note the date last revised at the top of the Terms. Your continued use of the Service after a change or modification of these Terms has been made will constitute your acceptance of the revised Terms.
(a) Parties’ Intent/Severance. If any provision hereof is adjudged by any arbitrator or court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein.
(b) Rules of Construction. These Terms shall be construed as follows: (i) "includes", "including" and cognates thereof shall be understood to mean "includes without limitation" or "including without limitation"; (ii) unless the context demands otherwise, the word "or" shall have the inclusive meaning identified with the phrase "and/or"; (iii) Section and other headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms; and (iv) any reference made in these Terms to a statute or statutory provision shall include any amendments or successors thereto as in effect at the time the particular provision of the Terms is to be given effect, along with any then-applicable rules or regulations promulgated thereunder.
(c) Waiver. Any failure to enforce any rights granted hereunder or to take action in the event of any breach of these Terms shall not be deemed a waiver by the non-breaching party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. All waivers must be in writing, and any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
(d) Entire Agreement; Assignment; Novation. These Terms are the entire agreement between you and Baddies Only regarding the subject matter herein. You agree that Baddies Only may assign or novate these Terms, in whole or in part, in its sole discretion and that you are not entitled to assign or otherwise transfer these Terms, or any of your rights or obligations thereunder, to any third party without the prior written consent of Baddies Only. Any unauthorized assignment will be void and of no force or effect.
(e) Survival. You agree that the provisions of the following Sections shall survive termination of these Terms or termination of your Account, for any reason whatever: Intellectual Property and Our License to You; User Feedback and Your License to Us; Disclaimers of Warranties; Limitation of Liability; Indemnity; Governing Law; Dispute Resolution and Agreement to Arbitrate on an Individual Basis For Residents of the United States and elsewhere other than the UK or EEA; Dispute Resolution for Residents of the UK or EEA; and General.