1. READ THIS: This Terms of Use Agreement (“Agreement”) is made by and between X365TV.com (“X365 TV”), a New York website and you the user (“you” or “your” or “User”).
This Agreement contains the complete terms and conditions that govern the use of the X365 TV website(s) (“website” or “websites” or “site”) or mobile applications. BY ACCESSING, VISITING, BROWSING, USING OR ATTEMPTING TO INTERACT WITH OR USE ANY PART OF THIS WEBSITE, OR OTHER X365 TV SOFTWARE, SERVICES, WEBSITES OR CONTENT (COLLECTIVELY “SERVICES”), YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEBSITE. X365 TV RESERVES THE RIGHT, WITH OR WITHOUT NOTICE, TO MAKE CHANGES TO THIS AGREEMENT AT X365 TV’S DISCRETION. CONTINUED USE OF ANY PART OF THIS WEBSITE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.
2. ACCESS TO THIS SITE. To access this site, site resources, links or other content, you may be asked to provide certain registration details or other information. It is a condition of your use of this site that all the information you provide will be correct, current, and complete. The Services are available only to, and may only be used by, individuals 13 years and older who can form legally binding contracts under applicable law. You represent and warrant you are at least 18 years old and that all registration information you submit is accurate and truthful. If X365 TV believes the information you provide is not correct, current, or complete, X365 TV may deny access to this site, or to any of its resources, and to terminate or suspend your access. Individuals over the age of 12 and under the age of 18 must use the Services only with and under the supervision of a parent or legal guardian at least 18 years of age. In all cases, the adult is the User and is responsible for all activities.
X365 TV acts as a venue to allow Users who comply with X365 TV’s policies to share video from third part sites, sell and buy independent films and mobile games. X365 TV is not directly involved in the transaction between buyers and sellers. X365 TV has no control over the quality, timing, safety, failure to provide, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. X365 TV does not pre-screen Users (except for services that require an application) or the content or information provided by Users. X365 TV cannot ensure that a buyer or seller will complete a transaction.
X365 TV does not transfer legal ownership of items from the seller to the buyer, and X365 TV cannot guarantee the true identity, age, and nationality of a User and makes no representations about the accuracy, reliability, suitability, or timeliness of the goods and services requested and provided by Users identified through the Service whether in private, public, or offline interactions. X365 TV encourages you to communicate directly with potential transaction partners through the tools available on the website.
3. APPLICABLE USE OF SITE. You may use this site for purposes permitted by this site. As a condition of your use of X365 TV’s websites, you warrant to X365 TV you will not use the websites for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You shall comply with all domestic and international laws, statutes, ordinances and regulations regarding your use of the website and any Service and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall pay all taxes applicable to any purchases or sales of items you make on the website (excluding any taxes on X365 TV’s net income).
4. BILLING AND PAYMENT. Joining and setting up an account is free (excluding additional sales and marketing channels on the site that may have separate fees disclosed to the seller). X365 TV charges a percentage of 40% of the sale price or service fee when a transaction is initiated by a buyer and seller. X365 TV’s seller Terms and Policy for Fees, which are subject to change, are incorporated into these Terms of Use. Changes to the Policy for Fees and the fees for Services are effective after X365 TV provides you with notice by posting the changes on the website. However, X365 TV may choose to temporarily change the Policy for Fees and the fees for Services for promotional events; such changes are effective when X365 TV posts the temporary promotional event on the website. X365 TV may, at X365 TV’s sole discretion, change some or all of the Services. If X365 TV introduces a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in US Dollars (USD).
Users of the Service may be required to provide their credit card or bank account details to X365 TV and the Payment Service Provider retained by X365 TV (the “PSP”). Buyers will be responsible for paying the invoice for each transaction, which will include the pricing terms of the good or service agreed with and provided by an seller (“Transaction Payment”), any out of pocket expenses agreed with and submitted by an seller in connection with the transaction, any tip or gratuity, if applicable, and the fee X365 TV assesses for the Service, based on the Transaction Payment amount.
Sellers may be required to register with the PSP, agree to Terms of Service of the PSP and go through a vetting process at the request of the PSP to set up their account with the PSP. Please note X365 TV is not a party to the PSP Agreement and that you, the PSP and any other parties listed in the PSP Agreement are the parties to the PSP Agreement and X365 TV has no obligations or liability to any seller under the PSP Agreement.
Fees must be paid through the Service and X365 TV reserves the right, in its sole discretion (but not the obligation), to (i) place on hold any payment and out of pocket expenses, or (ii) refund, provide credits or arrange for the PSP to do so. Users of the Service will be liable for any taxes (including VAT, if applicable) required to be paid on the Services provided under the Agreement (other than taxes on X365 TV’s income).
5. WORKER CLASSIFICATION AND WITHHOLDINGS. Each User assumes all liability for proper classification of such User’s workers as independent contractors or employees based on applicable legal guidelines.
Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of X365 TV. Each User acknowledges that X365 TV does not, supervise, direct, or control an seller’s work or services performed in any manner. X365 TV sets no seller’s work hours or location of work. X365 TV will provide no equipment, labor or materials needed for a particular transaction.
The Service is not an employment service and X365 TV does not serve as an employer of any User. X365 TV will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, social security or payroll withholding tax in connection with your use of another Users’ services.
You agree to indemnify, hold harmless and defend X365 TV from all claims that an seller was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that an seller was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that X365 TV was an employer or joint employer of an seller, and claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, and any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.
6. PROPRIETARY INFORMATION AND INFORMATION CONTROL. The Services provide users with the ability to add, create, upload, submit, distribute or post (“Submitting” or “Submission”) content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the website (collectively, the “User Submissions”). By Submitting User Submissions on the website or otherwise through the Services, you acknowledge that you publish that User Submission, and that you may be identified publicly by your user ID in association with any such User Submission.
All content found on the X365 TV websites (the “Content”) is the copyrighted and trademarked intellectual property of X365 TV, or of the party that created and/or licensed User Submissions to X365 TV. No rights or title to any of the works on any X365 TV website shall be transferred or assigned to you. You agree that you will not copy, distribute, republish, modify, create derivative works from, or otherwise use the Content or User Submissions, without the prior written consent of X365 TV or the party that created and/or licensed the User Submission to X365 TV. X365 TV does not control the content provided by Users. You may find some Content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense.
X365 TV considers any unsolicited suggestions, ideas, proposals or other material submitted to it by Users (other than the Content and the tangible/non-tangible items sold on the website by Users) (collectively, the “Idea Submissions”) to be non- confidential and non-proprietary, and X365 TV shall not be liable for the disclosure or use of such Idea Submissions. If, at X365 TV’s request, any User sends Idea Submissions to improve the website, X365 TV will also consider such Idea Submissions to be non-confidential and non-proprietary and X365 TV will not be liable for use or disclosure of the Idea Submissions. Any communication by you to X365 TV is subject to this Agreement. You grant and agree to grant X365 TV, under all of your rights in the Idea Submissions, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit such Idea Submissions for any purpose, commercial or otherwise, including but not limited to incorporating it in the website, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.
7. RELIANCE ON INFORMATION POSTED. The information presented on or through the website is provided solely for general information purposes. X365 TV does not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. X365 TV disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the website, or by anyone who may be informed of any of its contents. This website includes content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the Content provided by X365 TV, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of X365 TV. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties. There may also be risks dealing with international trade and foreign nationals. By using X365 TV, you agree to accept such risks and that X365 TV (and X365 TV’s officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for acts or omissions of users on X365 TV. Please use caution, common sense, and practice safe buying and selling when using X365 TV.
8. HYPERLINKING. This site may be hyperlinked to and by other websites not maintained by, or related to, X365 TV. Hyperlinks to such sites are provided as a service to users and are not sponsored by, endorsed or otherwise affiliated with this site or X365 TV. X365 TV has not reviewed any or all of such sites and is not responsible for the content of any linking sites, and any links made directly from a X365 TV website to another web page should be accessed at the User’s own risk. X365 TV makes no representations or warranties about the content, completeness, quality or accuracy of any such website.
9. USE OF COMMUNITY SERVICES. X365 TV’s websites may contain galleries, forums, bulletin board services, chat areas, message boards, news feeds, news groups, communities, personal web pages, calendars, and/or other message or communication facilities designed to allow you to communicate with the Internet community or with a group (collectively, “Community Services”). You agree to use the Community Services only to post, send and receive messages and content considered proper and related to the particular Community Service. Among other actions, when using a Community Service, you agree that you will not post, send, submit, publish, or transmit in connection with this site, or cause to be posted, sent, submitted, published or transmitted, any material that:
(i) you do not have the right to post, including any proprietary material of any third party protected by intellectual property laws (or by rights of privacy or publicity);

(ii) advocates illegal activity, discusses an intent to commit an illegal act or violates any law;

(iii) is vulgar, obscene, pornographic, or indecent;

(iv) threatens or abuses others;

(v) is libelous or defamatory towards others;

(vi) is racist, abusive, harassing, threatening or offensive;

(vii) seeks to exploit or harm children by exposing them to inappropriate content, or asking for personally identifiable details or information;

(viii) harvests or otherwise collects information about others, including e-mail addresses, without their consent;

(ix) impersonates or misrepresents your connection to any other entity or person or otherwise manipulates or forges headers or identifiers to disguise the origin of content;

(x) falsifies or deletes any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is permissible uploaded (e.g., copyright, trademark or patent notices);

(xi) advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on this site;

(xii) consummate any transaction initiated through using X365 TV’s service that, by paying X365 TV service fees, could cause X365 TV to violate any law, ordinance, statute or regulation, or that violates these Terms of Use;

(xiii) includes programs that contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications device;

(xiv) disrupts the normal flow of dialogue, causes a screen to scroll faster than other users can type, or otherwise act in a way which affects the ability of other people to engage in real-time activities via this site;

(xv) amounts to a pyramid or other like scheme, including contests, chain letters, and surveys;

(xvi) disobeys any policy or regulations including any code of conduct or other guidelines, established from time to time regarding this site or any networks connected to this site; or

(xvii) contains hyperlinks to other sites that contain content that falls within the scope of this Section.

You acknowledge that any materials uploaded to the Community Service may be subject to posted limits on use, reproduction and/or dissemination and you are responsible for abiding by such limitations regarding your submissions, including any downloaded materials. Notwithstanding these rights, you remain solely responsible for the content of your submissions. You acknowledge and agree that neither X365 TV nor any third party that provides Content to X365 TV will assume or have any liability for any action made by X365 TV or such third party regarding any submission.

You agree that you will not use X365 TV’s websites in any manner that could disable, overburden, damage, or impair the websites or otherwise interfere with any other party’s use and enjoyment of the websites. You further agree that you will not obtain, or attempt to obtain, any materials, content, or information by any means not made available or provided for through authorized use of the websites.

10. RIGHT TO TERMINATE ACCESS. X365 TV reserves the right to monitor use of this site to determine compliance with these Terms of Use, and the right to edit, refuse to post or remove any information or materials, in whole or in part, at its sole discretion. X365 TV reserves the right to terminate your access to any or all of the Services without notice whatsoever. Even after your right to use the Service is terminated or suspended, these Terms of Use will remain enforceable against you. You may terminate this Agreement at any time by ceX365 TVng all use of the Service. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
11. DISCLOSURE UNDER LAW. X365 TV reserves the right to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
12. PERSONALLY IDENTIFIABLE INFORMATION. X365 TV cautions you against giving out any personally identifying information about yourself or your children in any Community Service. Electronic Communications Privacy Act Notice (18 U.S.C. §§ 2701-2711): X365 TV makes no guaranty of confidentiality or privacy of any communicationor information transmitted on the website or any website linked to the website. X365 TV will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other content stored on X365 TV’s equipment, transmitted over networks accessed by the website, or otherwise connected with your use of the website. To preserve your privacy, X365 TV agrees that it will treat any personally identifying information you submit through this site under the terms outlined in its Privacy Policy. By using the website, you consent to all actions taken by X365 TV regarding your information in compliance with the Privacy Policy.

13. DISCLAIMER & LIMITATIONS ON LIABILITY. You understand that X365 TV cannot and does not guarantee or warrant that files available for downloading from the X365 TV websites will be free of viruses, worms, Trojan horses or other code that may cause damage or harm to your computer(s) or network(s). You acknowledge that you will be solely responsible for implementing sufficient procedures and checkpoints to protect your computer(s) and network(s), and that you will maintain adequate means of backup of your personal data, external to this website. X365 TV further disclaims any responsibility to ensure that the Content on its websites is complete and up-to-date.
Because X365 TV is not the buyer or seller in any actual transaction between Users and is not the agent of either for any purpose, X365 TV does not have the duty to resolve disputes between participants related to or arising out of any such transaction. If a dispute arises between Users, X365 TV recommends the parties attempt to resolve the matter amicably. If a buyer and seller cannot resolve a dispute resulting from a transaction that occurs on X365 TV, they may participate in X365 TV’s case system to resolve the dispute. X365 TV provides a dispute resolution process for the benefit of Users. Cases are escalated for review and resolution by X365 TV. X365 TV has no obligation to resolve disputes between Users or between Users and third parties. If X365 TV attempts to resolve a dispute, X365 TV will do so in good faith based solely on X365 TV’s policies. X365 TV will not make judgments regarding legal issues or claims. Users may also report disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity. Sellers are individually responsible for compliance with all consumer rights laws applicable to their transactions, including EU Consumer Rights Laws.
YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED AS IS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. X365 TV DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. X365 TV DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED ON ANY X365 TV WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. X365 TV DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF ANY CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE USER ACKNOWLEDGES THAT THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND X365 TV MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT. X365 TV MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
X365 TV, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF X365 TV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF X365 TV AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO X365 TV FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Because X365 TV is not the buyer or seller in any transaction, if a dispute arises between one or more participants in a transaction, then you release X365 TV (and its affiliates, agents and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or connected with such disputes. If you are a California resident, then you waive California civil code §1542, which says: “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.” You, being aware of the code section, expressly waive any rights you may have, and under any other statutes or common law principles of similar effect. You acknowledge and agree this waiver is an essential and material term of this Agreement, and that without such waiver, this Agreement would not have been entered into by X365 TV.

14. INDEMNITY. You agree to indemnify and hold X365 TV, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the Indemnified Parties) harmless from any breach of these Terms of Use by you, including any use of Content other than as expressly authorized in these Terms of Use. You agree that the Indemnified Parties will have no liability for any such breach or unauthorized use, and you agree to indemnify all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless against any claims brought by third parties arising out of your use of the information accessed from this site.
15. TRADEMARKS AND COPYRIGHTS. Trademarks, including sellerICALLY SOCIAL, service marks, logos, and copyrighted works (“intellectual property”) appearing in this site are the property of X365 TV or the party that provided the intellectual property to X365 TV. X365 TV and any party that provides intellectual property to X365 TV retain all rights regarding any of their respective intellectual property appearing in this site. All contents of X365 TV’s websites are: Copyright © 2015 X365TV.com. All rights reserved.
16. LIMITATION ON TIME TO FILE CLAIMS. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
17. SECURITY. Any passwords used for this site are for individual use only. You will be responsible for the security of your password(s). From time to time, X365 TV may require that you change your password. You are prohibited from using any services or facilities provided with this site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password crackers, rootkits, Trojan horses, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, X365 TV reserves the right to release your account details to system administrators at other websites and/or the authorities to assist them in resolving security incidents. X365 TV reserves the right to investigate suspected violations of these Terms of Use. X365 TV reserves the right to fully cooperate with any law enforcement authorities or court order requesting or direction X365 TV to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials believed to violate these Terms of Use.
BY ACCEPTING THIS AGREEMENT YOU WAIVE ALL RIGHTS AND AGREE TO HOLD X365 TV HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY X365 TV DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER X365 TV OR LAWENFORCEMENT AUTHORITIES.
18. DISPUTE RESOLUTION. To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), you and X365 TV agree to first attempt to negotiate any Dispute (except those Disputes excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. If you and X365 TV cannot resolve a Dispute through informal negotiations, all claims arising from the Service (except those Disputes excluded below) will be finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT IF EITHER PARTY ELECTS TO ARBITRATE, NEITHER PARTY WILL HAVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL.
These Terms of Use shall be governed by and construed under the laws of the State of New York, excluding its conflicts of law rules, and the United States of America. Any Dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in New York, using the English language under the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the list of JAMS arbitrators under the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement. Notwithstanding the foregoing, each party may institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. The parties to these Terms of Use each agree that the exclusive venue for any such action for relief pending a final decision by the arbitrator will be in the state and federal courts in New York. A printed version of these Terms of Use and of any notice in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
X365 TV and you agree that any arbitration will be limited to the Dispute between X365 TV and you individually. YOU ACKNOLWEDGE AND AGREE THAT X365 TV AND YOU ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both X365 TV and you otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable, then this entire “Dispute Resolution” Section will be deemed null and void.
19. MISCELLANEOUS. X365 TV is based in New York in the United States. X365 TV makes no claims that the sites or any Content is accessible or appropriate outside of the United States. Access to the website may not be legal by certain persons or in certain countries. If you access the websites from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
If any part of these Terms of Use is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. You agree that no joint venture, partnership, employment, or agency relationship exists between you and X365 TV because of this Agreement or use of X365 TV’s websites. These Terms of Use constitute the entire agreement among the parties relating to this subject matter and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between the user and X365 TV regarding X365 TV’s websites. No waiver by X365 TV of any term or condition in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of X365 TV to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Notwithstanding the foregoing, any additional terms and conditions on this site will govern the items to which they pertain. X365 TV may revise these Terms of Use by updating this posting.

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