TERMS AND CONDITIONS OF MEMBERSHIP

TERMS AND CONDITIONS OF MEMBERSHIP

You must carefully read the terms and conditions of this Membership Agreement before You can become an active member of XXXLAUGH.COM (the "Website"). Becoming a member of the Website shall constitute your acknowledgment and agreement that you have read and agreed to all terms hereof.

1. PARTIES TO THIS AGREEMENT AND CONSIDERATION. The parties to this Membership Agreement (the "Agreement") are You, the Member, and Offendale Commercial Ltd. (the "Company"). As used in this Agreement, the terms "we," and "us" are used interchangeably to refer to the Company and the Website; the term "You" and "Your" is used to refer to You, the member and subscriber.

1.1 Subject to Your acceptance of the terms and conditions set forth in this Agreement (as evidenced by your submission of an application for membership) and the payment of all required membership fees, the Company agrees to provide to You all the privileges of Membership including access to the Members-only materials at the Website which are available to a Member in good standing.

1.2 You agree that this Agreement is subject to change by the Company at any time and changes shall become effective upon notice to Members by e-mail, posting at or via hyperlink to the Website, or by mail. You may not alter, delete, add or change or edit any of these terms and conditions, and any such attempted alteration shall be void and of no effect.

1.3 You agree that any action on Your part to Bookmark to a page on this Website whereby the Warning Page, the Age Verification Page, and/or the Terms and Conditions of Membership Page is bypassed shall constitute an implicit acceptance by You of all the Terms and Conditions set forth herein as well as an explicit acknowledgement by You of the fact that You are an adult and at least 18 years of age or of the age of majority under the laws of Your state, province or country.

2. SEXUALLY EXPLICIT MATERIAL. ALL MATERIALS, INCLUDING MESSAGES, AND OTHER COMMUNICATIONS, CONTAINED AT THE WEBSITE ARE INTENDED FOR DISTRIBUTION EXCLUSIVELY TO CONSENTING ADULTS IN LOCATIONS WHERE THE MATERIALS, MESSAGES AND OTHER COMMUNICATIONS CONTAINED AT THE WEBSITE DO NOT VIOLATE ANY COMMUNITY STANDARDS OR ANY FEDERAL, STATE OR LOCAL LAW OR REGULATION OF THE UNITED STATES OR ANY OTHER COUNTRY. NO PERSONS UNDER THE AGE OF EIGHTEEN (18) YEARS (TWENTY-ONE (21) IN PLACES WHERE EIGHTEEN YEARS IS NOT THE AGE OF MAJORITY) MAY DIRECTLY OR INDIRECTLY VIEW OR POSSESS ANY OF THE CONTENTS OF THE WEBSITE OR PLACE ANY ORDERS FOR ANY GOODS OR SERVICES ADVERTISED AT OR IN THE WEBSITE. 2.1 YOU HEREBY ACKNOWLEDGE AND REPRESENT THAT YOU KNOW AND UNDERSTAND THAT THE MATERIALS PRESENTED AT, AND/OR DOWNLOADABLE FROM, THE WEBSITE INCLUDE EXPLICIT VISUAL, AUDIO, AND/OR TEXTUAL DEPICTIONS OF NUDITY AND SEXUAL ACTIVITIES, INCLUDING WITHOUT LIMITATION, HETEROSEXUAL, BI-SEXUAL, HOMOSEXUAL, AND TRANSSEXUAL ACTIVITIES OF AN EXPLICIT SEXUAL NATURE; THAT YOU ARE FAMILIAR WITH MATERIALS OF THIS KIND; THAT YOU ARE NOT OFFENDED BY SUCH MATERIALS; AND THAT BY AGREEING TO THESE TERMS AND CONDITIONS YOU ARE WARRANTING TO THE COMPANY THAT YOU ARE INTENTIONALLY AND KNOWINGLY SEEKING ACCESS TO SUCH EXPLICIT SEXUAL MATERIALS FOR YOUR OWN PERSONAL VIEWING. 3. AGE OF MAJORITY. NO PERSONS UNDER THE AGE OF EIGHTEEN (18) YEARS (TWENTYONE (21) IN JURISDICTIONS WHERE EIGHTEEN (18) YEARS IS NOT THE AGE OF MAJORITY) MAY DIRECTLY OR INDIRECTLY VIEW OR POSSESS ANY OF THE MATERIAL OR PLACE ANY ORDERS FOR ANY GOODS OR SERVICES ADVERTISED AT, IN OR THROUGH THE WEBSITE. 3.1 YOU HEREBY FURTHER AFFIRM AND WARRANT THAT YOU ARE CURRENTLY OVER THE AGE OF EIGHTEEN (18) YEARS (TWENTYONE (21) IN PLACES WHERE EIGHTEEN (18) YEARS IS NOT THE AGE OF MAJORITY) AND ARE CAPABLE OF LAWFULLY ENTERING INTO AND EXECUTING THE TERMS OF THIS AGREEMENT. 4. GRANT OF LIMITED LICENSE WITH RESERVATIONS. In consideration of the payment of subscription fees, together with certain representations and agreements made by You under the terms and conditions of this Agreement, and subject to the terms and conditions set forth in this Agreement, the Company hereby grants You a limited, nonexclusive and nontransferable license to use the materials contained in this Website (hereafter "Materials") soley for Your personal non-commercial use, as provided by the Company during the period in which You are a subscriber in good standing. 4.1 You acknowledge and agree that all Materials contained at the Website are proprietary and constitute valuable intellectual property owned by the Company or others who have licensed use of such Materials to the Company. You acknowledge and agree that as such You may access, view, download, receive and otherwise use the Materials available at the Website only as specifically authorized by the Company and in accordance with the terms and conditions of Your membership, only on one computer at a time and, if downloadable copies of the Materials are made available to You by the Website, You may make only a single copy of such Materials for Your own personal noncommerical use and enjoyment. You further acknowledge that the Company specifically prohibits you from doing any of the following acts, and you agree not to do any of these prohibited acts: (a) permitting other individuals to directly or indirectly use the Materials; (b) modifying, translating, reverse engineering, decompiling, disassembling the Materials (except to the extent applicable laws specifically prohibit such restriction); (c) making copies or creating derivative works based on the Materials, except as provided herein; (d) renting, leasing, or transferring any rights in the Materials; (e) removing any proprietary notices or labels on the Materials; and, (f) making any other use of the Materials not expressly permitted herein.

4.2 You further represent and warrant to the Company that your agreement to these terms and conditions constitutes an agreement that You shall not access, or attempt to access, any Materials available at the Website in a manner not expressly authorized by the Company. You agree and warrant that You shall at no time access, view, download, receive or otherwise use, or cause or enable others to access, view, download, receive or otherwise use Materials, directly or indirectly in places which the Company does not authorize such access, viewing, downloading, receipt or other use.

4.3 You hereby acknowledge that you understand that the Company (and all persons affiliated therewith) does not authorize the accessing, viewing, downloading, duplication, receiving, transmission, broadcasting or other use of the Materials contained on the Website to or by any person, INCLUDING YOU, who is located in any of the areas designated as PROHIBITED AREAS.

4.4 You further acknowledge that you understand and agree that any and all unauthorized access, viewing, downloading, receipt, duplication or other use of Materials from the Website, in which You are directly or indirectly involved, including, but not limited to accessing, viewing, downloading, receiving or other use of Materials in PROHIBITED AREAS in any manner shall constitute intentional infringement(s) of the Company's and potentially others' intellectual property rights and other rights in such Materials and shall further constitute a violation of Company's trademark and other rights, including, but not limited to, rights of privacy.

5. PROHIBITED AREAS. All of the following areas constitute PROHIBITED AREAS from which no part of the Website may be accessed, viewed, downloaded or otherwise received:

5.1 All parts of the following countries: Afghanistan, Germany, Kuwait, Iran, Iraq, Japan, Jordan, Libya, Pakistan, The Republic of China, Singapore, Saudi Arabia, Syria, The United Arab Emirates; and

5.2 All parts of every other geophysical place corresponding to a political entity or part thereof in which the access, viewing, downloading, dissemination of, or other use of the materials contained in the Website would constitute a violation of any law, regulation, rule or custom.

6. INDEMNIFICATION FOR UNAUTHORIZED USE OF PROPRIETARY MATERIALS. You agree to be personally liable and fully indemnify the Company and its successors and assigns for any and all damages directly, indirectly and/or consequentially resulting from any attempted or actual unauthorized downloading or other duplication of Materials from the Website by You alone, or with, or under the authority of, any other person(s), including, without limitation, any governmental agency(ies), wherein such damages include, without limitation, all direct and consequential damages directly or indirectly resulting from unauthorized downloading of Materials from the Website.

7. TRIAL AND MONTHLY MEMBERSHIPS; FEES; CANCELLATION. By accepting the trial membership to Website and by accessing the content of Website you authorize the charges set forth below and agree to the following terms and conditions:

7.1 Your trial membership will entitle you full access of Website for THREE (3) DAYS starting on the day you submit your trial membership application to Website.

7.2 You agree that if you do not send the Company notice of cancellation of your trial membership at least ONE DAY from the expiration of your trial membership term, the company shall automatically and without further notice:
convert your trial membership to a standard RECURRING MONTHLY SUBSCRIPTION to Website at the standard one month membership rate; renew your monthly membership to Website for successive periods of one month each at the then current standard one month membership rate.

7.3 TO CANCEL AUTOMATIC RENEWAL AT THE END OF THE PAID TRIAL MEMBERSHIP PERIOD, YOU MUST NOTIFY THE COMPANY AT LEAST ONE DAY PRIOR TO THE END OF THE PAID TRIAL PERIOD, BY CONTACTING THE COMPANY BY E-MAIL, TELEPHONE OR U.S. MAIL (AT THE THEN CURRENT E-MAIL ADDRESS, TELEPHONE NUMBER OR MAILING ADDRESS AS PROVIDED AT http://www.billingservices.com).

7.4 TO CANCEL YOUR MONTHLY MEMBERSHIP YOU MUST NOTIFY THE COMPANY OF YOUR CANCELLATION BY E-MAIL, TELEPHONE, OR U.S. MAIL (AT THE THEN CURRENT E-MAIL ADDRESS, TELEPHONE NUMBER OR MAILING ADDRESS AS PROVIDED AT http://www.billingservices.com) AT LEAST 7 DAYS BEFORE THE EXPIRATION DATE OF YOUR THEN CURRENT MEMBERSHIP TERM.

7.5 All cancellations received by the Company will be effective upon receipt.

7.6 You hereby acknowledge and agree that if You cancel Your monthly membership, or if Your membership is cancelled by the Company, Your username and password will be removed from the system at the end of the then current monthly membership period and that You will be entitled to receive the full benefits of Your monthly membership until the end of such period. You shall not be entitled to any pro-rated or partial refund if You cancel Your monthly membership before the end of the then current monthly membership period. You agree that if you cancel at any time after purchasing a monthly membership to Website (e.g., 20 minutes after you sign up), You will still be charged the full month's membership fee.

7.7 The Company may, at any time and at its sole discretion, cancel any paid trial membership or monthly membership; provided, however, that if the Company cancels any paid trial membership prior to its expiration, the Company shall provide a pro-rata refund for the unexpired period of the cancelled month's membership by automatic credit.

7.8 You hereby authorize the Company to charge Your credit card (which You hereby acknowledge was entered by You into the sign-up page) to pay for Your trial membership fee and all monthly membership fees to Website at the then current standard monthly membership rate. You further authorize the Company to charge Your credit card for any and all purchases of products, services and entertainment available through, at, in or on, or provided by, Website You agree to be personally liable for all charges incurred by You during or through the use of Website. Your liability for such charges shall continue after termination of Your membership.

8. TRANSFER OR ASSIGNMENT OF MEMBERSHIP. You agree that as a Member of the Website you shall not, under any circumstances, have the right to transfer or assign your membership to any other person or entity, and that any attempted transfer or assignment of a membership shall be void. 8.1. Your further agree that the Company, may at any time at its sole discretion and without prior notice to you, transfer or assign Your membership in the Website to an affiliated or non-affiliated Company. 9. PAYMENT AUTHORIZATION/ NOTICE OF LOST OR STOLEN CARD/ FRAUDULENT USE OF CARD. Payment for the services provided to You at, and/or through Website may be made by automatic credit card debit or via online checks and You hereby authorize Company and its agents to transact such payments on Your behalf. 9.1 Unless and until you notify Company that you wish to cancel or terminated your Subscription to Website, You hereby agree and authorize Company or its designated agent or assignee to automatically renew your subscription to Website on a continuing monthly basis and to charge Your credit card (or other approved facility) to pay for the ongoing cost of your subscription. You hereby further authorize Company or its designated agent or assignee to charge Your credit card (or other approved facility) for any and all purchases of products, services and entertainment provided to You by Website.

9.2 You further agree that as a Subscriber, You must promptly inform Company of any and all the following: loss or theft of the credit card used to pay for Membership to Website or other goods or services obtained in, at or through Website; changes in the expiration date of the credit card; changes in home or billing address; apparent breaches of security regarding Your Membership, such as loss, theft, unauthorized disclosure or use of an ID or password; and all other changes pertaining to Your credit card account used to pay for services pursuant to this Agreement which may affect Company's ability to expeditiously obtain payments due to Company. You agree that You will remain liable for any unauthorized use of Website or any of its services associated with your Membership, until You have notified Company's Customer Service located at http://www.billingservices.com.

9.3 You hereby agree that any fraudulent reporting of a lost or stolen credit card used to obtain goods or services from Website or any fraudulent reporting of an unauthorized charge to Website on Your credit card which has been made by You or anyone under Your authority, at a time when a charge or other obligation for payment for goods and/or services to Website remains outstanding at the time of such fraudulent reporting, You shall be liable to the Company for liquidated damages of $25,000.00. The liability for liquidated damages specified in this Paragraph shall not limit any other liability You may have for breach(es) of any other terms, conditions, promises and warranties set forth in this Agreement.

9.4 You further acknowledge and agree that You will remain liable to the Company for any unauthorized use of the Website associated with Your Membership.

10. TERMINATION OF MEMBERSHIP. Membership to the Website may be terminated at any time, and without cause, by either Company or Member, subject to the cancellation policy and procedures set forth in this Agreement. Your liability for all charges incurred during Your Membership term shall continue after termination, for any reason, of Your membership..

11. PASSWORD SECURITY. Members are responsible for providing all personal computer and communications equipment necessary to gain access to the Website. Access to and use of the Website is through the use of a password. Each Member must keep his password strictly confidential and You agree that if You share Your unique Login name and/or Your Password with another individual that Your access to the Website is subject to immediate termination without notice or reimbursement of any kind.

12. NO WARRANTIES; LIMITATIONS ON COMPANY'S LIABILITY. YOU HEREBY AGREE THAT THE MATERIAL, AND ALL OTHER SERVICES PROVIDED TO YOU BY COMPANY, ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THE AVAILABILITY, ACCURACY, OR CONTENT OF MATERIALS, INFORMATION, PRODUCT OR SERVICES, AND THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THE COMPANY EXPRESSLY DISCLAIMS SUCH WARRANTIES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE MATERIAL, AND ALL SERVICES PROVIDED BY COMPANY, IS BORNE EXCLUSIVELY BY YOU. SHOULD THE MATERIAL, OR ANY OTHER SERVICE PROVIDED BY COMPANY, PROVE DEFECTIVE AND/OR CAUSE ANY DAMAGE TO YOUR COMPUTER OR INCONVENIENCE TO YOU, YOU, AND NOT COMPANY, ASSUME THE ENTIRE COST AND ALL DAMAGES WHICH MAY RESULT DIRECTLY AND INDIRECTLY FROM ANY AND ALL SUCH DEFECTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. SOME STATES DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION. UNDER NO CIRCUMSTANCES, AND UNDER NO CAUSE OF ACTION OR LEGAL THEORY, SHALL THE COMPANY, ITS SUPPLIERS, LICENSEES, RESELLERS, OR OTHER SUBSCRIBERS, OR THEIR SUPPLIERS, LICENSEES, RESELLERS OR SUBSCRIBERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES RESULTING FROM ANY USE OF MATERIALS OR OTHER USE OF THE WEBSITE.

12.1 ANY LIABILITY OF COMPANY, INCLUDING, WITHOUT LIMITATION, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OR ACTION, SHALL BE STRICTLY LIMITED TO THE AMOUNT OF MEMBERSHIP FEE PAID BY, OR ON BEHALF OF, THE SUBSCRIBER TO THE COMPANY FOR THE PRECEDING MONTHLY BILLING PERIOD OR PAID TRIAL PERIOD, AS APPLICABLE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. COMPANY IS NOT LIABLE FOR DAMAGES RESULTING FROM DISSEMINATING, FAILING TO DISSEMINATE, OR INCORRECTLY OR INACCURATELY DISSEMINATING ANY MATERIAL, DATA, ADVERTISEMENT OR OTHER COMMUNICATION AT OR THROUGH THE WEBSITE. 13. NO SCREENING OF THIRD PARTY CONTENT/LIMITATION OF LIABILITY. 13.1 You acknowledge that You understand that we do screen or endorse advertisements or communications submitted to the Website by third-party licensees, advertisers, or Members for electronic dissemination through the Website, nor do we have any editorial control or supervision over such content. Members are therefore advised to use their own judgment to evaluate all advertisements and other communications available at or through the use of the Website prior to purchasing goods and/or services described at the Website or otherwise responding to any communication at the Website.

13.2 You further acknowledge that You understand that we do not control the content of any information, messages, communication or other materials posted or uploaded by users of the Website, and that You release us from any and all liability and responsibility in connection with the content of any information, messages, communication or other materials You may receive from other users of the Website.

14. RESTRICTIONS ON MEMBERS' COMMUNICATIONS; MEMBER LIABILITY. If the Company should, at any time, provide any service which enables Subscribers to communicate with or otherwise share information with other Subscribers or persons providing any kind of service to Subscribers, or post information at, in or on the Website, You agree not to post, submit, publish, display, disseminate, or otherwise communicate, while connected to, or otherwise directly or indirectly using the Website or other services provided to You by the Company, any defamatory, obscene, pornographic, profane, inaccurate, abusive, threatening, offensive, or illegal material, or any material which would violate or infringe the copyright, trademark, rights of publicity, privacy rights or other rights of any person or entity. Transmission of such material or any material that violates any federal, state, or local law in the United States or anywhere else in the world, is strictly prohibited and shall constitute a material breach of this Agreement entitling the Company to immediately terminate all rights to access the Website without notice or reimbursement. You agree that You are solely responsible for all information which you submit, publish, display, disseminate or otherwise communicate through the Website, even if a claim should arise after termination of service. 14.1. You acknowledge and agree that You, and not the Company, shall be solely responsible and liable for all damages, liability or other consequences, foreseen or unforeseen, of all information which You submit, publish, display, disseminate or otherwise communicate through the Website even if a claim for damages or liability should arise after termination of service. 15. COMMUNICATIONS IN CHAT ROOM OR PUBLIC AREAS NOT PRIVATE You further acknowledge and agree that all messages or content posted by You or others in any Chat rooms or public areas of the Website shall be deemed to be readily accessible to the general public and consequently should not be considered private or confidential. Notice is hereby given that all messages entered into this Website can and may be read by the operators of the Site, whether or not they are the intended recipient(s).

16. TRADEMARK AND SERVICE MARK. The name of this website is a service mark of under exclusive license to Company. No use of this mark shall be permitted except through the prior written authorization and permission of Company. All rights reserved.

17. LIABILITY OF MEMBERS FOR INFORMATION THEY POST. If the Company should at any time provide any service which enables Members to communicate with or otherwise share information with other Members or persons providing any kind or service to Members, or post information at, in or on the Website, You agree and warrant that you shall not post, submit, publish, display, disseminate, or otherwise communicate any defamatory, inaccurate, abusive, threatening, offensive, or illegal material or any material which would violate or infringe the copyright, trademark, rights of publicity, privacy rights or other rights of any person while connected to or otherwise directly or indirectly using the Website or other services provided to You by Company.

17.1 You acknowledge and agree that You, and not the Company, shall be solely responsible and liable for all damages, liability or other consequences, foreseen or unforeseen, of all information which You submit, publish, display, disseminate or otherwise communicate through the Website even if a claim for damages or liability should arise after termination of service.

18. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the Member and Company regarding Members' use of the Website, and all materials directly and indirectly related thereto. This Agreement supersedes all prior written and oral understandings, writings, and representations and may only be amended upon notice by Company.

19. UNENFORCEABILITY OF PROVISIONS. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.

20. AFFIRMATION OF AGREEMENT. You hereby acknowledge and affirm that you have read this entire agreement and that you AGREE to all its terms and conditions by CLICKING WHERE INDICATED BELOW and by authorizing the use of your credit card for payment of charges and fees for you maintaining a membership to the Website and for any other charges which you may incur for goods or services ordered at or in association with the Website.