Host Communications and Advertising Services Agreement

 

Thank you for your interest in receiving services from ImLive.com. Please note that you must accept and agree to the following Communications and Advertising Services Agreement in order to receive the services which are described below. Entering into this agreement allows you to receive services to which an ImLive.com host is entitled (as detailed below) but it also entails certain responsibilities and requires you to make certain representations.  By clicking "accept", you expressly agree to be bound by all of the terms of this Services Agreement.

By accepting this Agreement and proceeding with your registration, you agree that while using the ImLive.com services obtained via http://www.ImLive.com (the 'Site'), you shall adhere to the terms of this Agreement with us - Sobonito Investments Ltd. dba ImLive.com (the  operator of the Site and Communications Services defined below):

1.       THE SERVICES: ImLive.com shall provide you as a chat host ('Host') with the following services:

a.       Communications Services: ImLive.com shall provide you with the following communications services (the 'Communications Services'):

1.       Imlive.com shall provide you with its video/audio/text chat communications system ('Chat System') allowing you to chat with persons who choose to receive information/content from you via chat ('Guest').  Via the directory of Hosts (like a phone book that dials for you) located on the Site (the 'Directory'), Guests are able to initiate contact with Hosts (including in scheduled sessions) from whom they wish to receive information/content.  Where the Host accepts the Guests into a Host-Guest Chat Session ('HGCS'), internet communications software provided to the Host (the 'Software') enables the Host to connect directly ('peer-to-peer'), i.e., not via the Site's systems, through the internet with the computer of the Guest and provide information/content via audio/video (and text) chat.  A guest may also elect to chat via audio/video (or text) directly to the Host.  Up to 3 Guests can be connected to the Host at the same time.

2.       ImLive.com shall provide you with use of a message center which allow Members to put queries or requests to you and allows you to communicate and provide content/information to Members by text messaging with Members ("Message Center").

3.       Imlive.com shall provide you with platforms and tools which allow you to provide specialized services or to advertise the services you offer to members as a Host ('Host Platforms').

ImLive.com disclaims any and all liability in the event of the disruption or malfunction of the Communications Services.  The Host's only remedy in such a case is to cease using the Communications Services.

b.       Advertising Services

1.       Imlive.com may in its absolute discretion advertise the services of Hosts offered generally via the Site and on third party sites.  ImLive.com shall decide in its absolute discretion upon the way of promoting the Host on the Site, including, without limitation, the location of the Host within the Directory and elsewhere on the Site, the manner of representation of the Host on the Site and the ranking of the Host in rankings created by ImLive.com on the Site.

2.       Imlive.com may in its absolute discretion advertise particularly your services as a Host on and off the Site and may in its absolute discretion grant access to third parties (affiliates of ImLive.com and any other site) to advertising materials or any other materials which the third parties may then use to promote the Site and the Communications Services generally and/or your services as a Host.

(together, the 'Advertising Services')

(the Advertising Services and the Communications Services, together the "Services")

2.       HOST AGE: Host hereby represents that he/she is at least 18 years of age  and of legal age in Host's jurisdiction (21 years where required under applicable law).

3.       AMENDMENT OF AGREEMENT: ImLive.com shall be entitled to amend this Agreement, the Terms and Conditions of the Site and the rules and regulations appearing elsewhere on the Site, at any time by amending it on the Site.  By entering into the Site or using the Communications Services after the amendment you indicate your agreement to the amendment.  It is your responsibility to regularly review this Agreement, the Terms and Conditions and the other rules and regulations appearing elsewhere on the Site.

4.       NON-ASSIGNABILITY/THEFT OF LOGIN: Persons approved by us to act as Hosts, shall not be entitled to assign or transfer that eligibility to any other person.  Nor shall any Host provide his or her username/password to any other person.  Host must immediately inform us of any apparent breach of security, such as loss, theft, or unauthorized disclosure or use of a username or password. Host will remain personally liable for any unauthorized use of the Services.

5.       INFORMATION/CONTENT:  Information/content provided by Host via the Communications Services is determined in the Host's absolute discretion. ImLive.com shall not (and cannot reasonably) control the information/content communicated by you via the Communications Services.  You are responsible and legally liable for the information/content provided by all participants particularly in your HGCS's and as a general matter by you via the Communications Systems.

a.       Host undertakes that all information/content provided by the Host via the Communications Services shall satisfy the local laws and regulations applicable to the Host and to the Guest(s) including in the EU and the United States.

b.       Host shall possess all necessary intellectual property rights, interests, and licenses necessary to allow him/her to present the information/content presented by the Host via the Communications Services.

c.       Host hereby represents that all participants in an HGCS will be at least 18 years of age (21 years in jurisdictions in which age of majority is 21) and of legal age in the jurisdiction of residence. 

d.       Host shall not cause the image of any other person (excepting other persons who are registered as hosts with ImLive.com) to be transmitted via the Communications Services.

e.       The following constitutes 'Forbidden Content': defamatory, abusive, obscene, threatening, racially offensive, or illegal material. If ImLive.com suspects that Host has provided Forbidden Content via the Communications Services or has allowed Forbidden Content on an HGCS, Host's account will be frozen immediately for further investigation and the Host faces permanent termination, cancellation and forfeiture of all credits from ImLive.com.

You are required to report IMMEDIATELY to ImLive's Customer Service Department on any case of forbidden activity while using the Communications Services (including but not limited to alleged cases of: any child pornography, bestiality, rape or torture etc.).

f.         You have no obligation to ImLive.com or anyone else to perform as a Host or to accept a Guests' requests.  Do not accept requests which would cause you to violate this Agreement or applicable law.  

6.       APPROVALS AND REQUIREMENTS OF IMLIVE.COM

a.       ImLive.com's advance approval is required in order to act as a host.  Such approval is within the absolute discretion of ImLive.com.

b.       ImLive.com may request at any time, and Host will be obligated to provide ImLive.com with any required document including but not excluding: legally identifying identification documents, which prove the Host’s age and a signed copy of this Agreement. In any case Host does not provide ImLive.com with requested documents, Host faces immediate and permanent termination, cancellation and forfeiture of all credits from ImLive.com.  Host hereby agrees that if Host provides ImLive.com with false identification regarding his/her name and/or date of birth, Host will not hold ImLive.com liable, under any circumstances, as Host understands that this identification was accepted in good faith and to ensure that Host is at least 18 years of age or age of majority in Host’s country ('Falsification of Documents').  In the event that ImLive.com suspects that Host has provided false documents, Host's account will be frozen immediately for further investigation and the Host faces permanent termination, cancellation and forfeiture of all credits from ImLive.com.

c.       If ImLive.com requests to receive a signed copy of this Agreement Host must provide the same or the Host faces immediate and permanent termination, cancellation and forfeiture of all credits from ImLive.com. 

7.       CERTAIN OBLIGATIONS OF HOST

a.       The Host shall be subject mutatis mutandis to the Terms and Conditions of the Site.  The Host shall not act in violation of those Terms of Use or cause or procure any other person to violate them.  In addition to this Agreement and the Terms and Conditions of the Site, the Site includes additional terms and conditions that are published on specific pages on the Site, and shall also apply to Hosts. These additional terms and conditions may restrict or otherwise effect your rights in connection with the Site or the Communication Services.  If any provision of these terms and conditions is held void or unenforceable to any extent, such provision shall be deemed excised and removed only to the extent to make the remaining provisions and these terms and conditions enforceable.

b.       Host shall not use the Communications Services or any of the the other services, features and/or facilities available on or through the Site for any commercial purposes whatsoever, except as specified in this Agreement and to the extent they mutually benefit ImLive.com and the Host. Host may not use the Communications Services or any of the other services, features and/or facilities available on or through the Site to promote or act on behalf of any other person, entity or business on or off the internet.

c.       Host shall not contact any Member of the Site for the purpose of supplying the Member with services outside the framework of the Communications Services thereby circumventing payment by the Member via ImLive.com's payment system.  Host shall not solicit or encourage members to purchase services and/or features which may directly or indirectly compete with the Site or the Communications Services or the services provided by our Hosts.

d.       Under no circumstances will you use or try to use the Communications Services in order to promote or procure any meetings or direct physical contact with any Members and/or any other third party.

e.       Host shall not transmit emails promoting ImLive.com or the Host's activities on ImLive.com other than emails sent via ImLive.com.  Host agrees not to procure or encourage the transmission by any third party of emails promoting ImLive.com or the Host's activities on ImLive.com ('Forbidden Emailing Activities').  If ImLive.com suspects that Host is engaged directly or indirectly in such emailing activities, Host's account will be frozen immediately for further investigation and the Host faces permanent termination, cancellation and forfeiture of all credits from ImLive.com.

8.       HOST & IMLIVE.COM RELATIONS

a.       Relationship Between Host and ImLive.com: ImLive.com is an independent contractor providing services to the Host.  Neither party is employed by the other party through a common-law employee/employer relationship or actual employee/employer relationship. Host shall not present himself/herself as an employee or any other kind of representative of ImLive.com.

b.       Host must open all emails sent to Host by ImLive.com in order to be updated regarding important items related to the Communications and Advertising Services. Host must regularly check Host's host page in order to be updated regarding important items related to the Communications and Advertising Services.

c.       ImLive.com will be entitled to perform occasional monitoring, at its own discretion, of the activities of the hosts via the Communications Services.  This allows ImLive.com, inter alia, to analyze and develop methods for improving services to all of its Hosts and Members.

9.       LICENSE: You hereby grant ImLive.com a general royalty-free, perpetual and exclusive license to use – including providing them to third party sites - still and video images (including audio and text portions) of you held by ImLive.com.  The said license includes without limitation the right to reproduce, modify, adapt, publish, translate, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology including without limitation for purposes of advertising the Site on the site or off the Site and for purposes of providing third parties with promotional materials. It is hereby clarified that upon termination of this Agreement, by either party, ImLive.com shall continue to hold the aforesaid license in its entirety.  Materials created in connection with the Advertising Services or the Communication Services may not be used for any commercial purpose, outside the ImLive.com site, without the prior written consent of ImLive.com.

10.   PAYMENTS TO HOSTS:  Every HGCS is timed and priced according to the billing rate and terms specified in the relevant Host Income Sources sections below. (See also "Host Sources of Income" immediately below.)  It is hereby clarified that ImLive.com may, at its own discretion and at any time, change these billing rates and Host shall be entitled for payments according to the then new billing rates. Pricing to guests for tutorials, Q&A and other materials are not fixed and are determined as described on the Site.  See "Host Sources Income" below for information on billing rates for Hosts.  For the avoidance of doubt it is hereby agreed that it is the Host's sole responsibility to be updated on all of the Site's terms and conditions as well as all other billing and payment issues, as published on the Site and occasionally changed.  

a.       Payments to Host are dependent upon receipt of payment from specific Guests to whom Host provided service.   To the extent a Guest does not pay for the services provided by you to the Guest including due to a refund or chargeback the portion of that payment due to you shall not be made or shall be deducted from future payments.

b.       All Payments are aggregated and processed through a third party and will be transferred to Host only upon receipt from the third party processor.  

c.       Payments and deduction from payments are made as described and specified on Host Income Sources. It is hereby clarified that ImLive.com may, at its own discretion and at any time, change these payments methods and Host shall be entitled for payments according to the then new payments methods. For the avoidance of doubt it is hereby agreed that it is the Host's sole responsibility to be updated on all of the Site's terms and conditions as well as all other billing and payment issues, as published on the Site and occasionally changed.  

d.       Host is able to check the ImLive.com records regarding the Host's performance and credits. It is hereby clarified that only the ImLive.com records shall determine the credits and payments to which the Host is entitled to receive.   ImLive.com shall not be obligated to present to Host and/or any other third party any documents regarding charge backs or refunds made by Guests. 

e.       ImLive.com is entitled to deduct the sum of refunds and/or charge backs from the Host's payments and credits at any time and at its sole discretion.   It is hereby clarified and agreed that only ImLive.com's records shall determine the validity and the amounts of credits and payments, which the Host is entitled to receive from ImLive.com.  It is the Host sole responsibility to check and double check the mailing address details and/or bank account details and/or epassporte account details, given to ImLive.com by Host, for the purpose of receiving payments from ImLive.com. It is hereby clarified that ImLive.com will not resend or transfer payments, nor will it be responsible for payments, in cases of wrong addresses or wrong account details. 

f.         For the avoidance of doubt it is hereby agreed that it is the Host's sole responsibility to be updated on all billing rates as well as all other billing and payment issues, as published and occasionally changed, on the Site.  

11.   Host Income Sources:

a.       What is your Revenue Sharing?
For every dollar spent in your HGCS (whether Video Chat or non-Video Chat), for a tutorial, for an answer in Q&A or for other of your materials, you get 50%. If you bring a new client into the system, you receive 60% of what he spends while chatting with you.

b.       Chat - How is your rate-per-minute determined?
When you become a Host, you can chat with ImLive.com Guests for $0.98, $1.98, $2.80 or $3.80 per minute. Hosts with at least 4.1 stars are also able to charge per minute for a chat: $4.80, $5.80, $6.80, $7.80, $8.80 or $9.80.  You do not have to charge your Guests for the highest per-minute-charge. A Guest, who begins a chat with a Host at a certain rate, remains at that rate throughout the chat, even when a system event changes these rates. The only exception to this is when a Host gives a Guest a Discount. New rates are relevant only to new chats initiated after the rate change.

c.       Tutorials, Q&A and other materials– How is your rate-per-minute determined?  You will receive 50% of what your Guests pay for the tutorial, for an answer in Q&A or for other of your materials paid for by a Guest.  On the Site, you can find further rules regarding how these items are priced and regarding tips and fines.

d.       System Failure
Please note that in any case of a system failure (for example a system failure caused by technical malfunctions), your earning of the last 60 minutes prior to the system failure may be lost and deleted from the ImLive.com payments systems. Therefore, in cases of such system failure, you may not be entitled to your earnings from the last 60 minutes in the ImLive.com systems.

e.       Rating System
The higher your rating is - the more you can charge your Guests for your HGCS. Your rating (number of stars) will be visible on your Host Profile. Please note that ImLive.com may, at its own and sole discretion, decide upon the rating system and calculation methods.

f.         What is a Happy Hour Video Chat Host?
Happy Hour Video Chat Hosts are entitled to a fixed rate of payment per hour, regardless of how long they Video Chat (since the hourly rate is based only on time the Host is online and available for Video Chat). Further details are available on the Site.

g.       What are 30 minute and 60 minute Sessions?

1.       You can choose to offer your Guests a 30 minute or a 60 minute session. In case you provided a full session, you are entitled to the following:

 

30 minute Sessions entitle you to - 30 minutes multiplied by otherwise applicable HGCS charge-per-minute multiplied by 80%.
60 minute Sessions entitle you to - 60 minutes multiplied by otherwise applicable HGCS charge-per-minute multiplied by 70%.

 

2.       In case you are not responsible for the termination of the session before it was completed as planned and in case you remained connected to the HGCS as planned, you will be entitled to the above even if the Guests did not remain connected to the HGCS, as long as the Guest did not request a refund or submit a chargeback.
In case you are responsible for the termination of the session before it was completed as planned, a $3 fine will be deducted from your account and you will only be entitled to a partial payment as follows:

 

30 minute planned sessions - the number of minutes of the HGCS in fact multiplied by otherwise applicable HGCS charge-per-minute multiplied by 80%.
60 minute planned sessions - the number of minutes of the HGCS multiplied by the otherwise applicable HGCS charge-per-minute multiplied by 70%.

Please note that in case a Guest chooses to leave the HGCS in the middle of the session, the Guest holds the right to return to the HGCS at all time until it is expired.

 

h.       Discounts
You may encourage Guests to chat longer and to come back to your HGCS by providing them with special discounts. These discounts are made at your sole discretion. Discounts are either ˘30 or ˘60 per HGCS minute. Discounts should be decided upon before the HGCS starts (by providing the chosen Guests with your discount code), or during the HGCS by marking the chosen Guests while chatting. Please note that discounts are retroactive and will apply from the beginning of the session you choose to give the discount and not before. Also note that there are no double discounts therefore in case your Guests received any kind of discount they are not entitled for any other discount.

i.         How frequently do you get paid?
Payments are usually made twice a month: Payments go out on the 16th (for the first two weeks of the month) and on the 1st of the consecutive month (for the last two weeks of the previous month). Earnings are paid out when you earn a minimum of $50 per period. ImLive.com is not responsible for any delays in payments for up to 60 days as well as in any case of a delay not connected to ImLive.com. You can also choose to wait for payment until your earnings reach a minimum of $100 or $500.

j.         What is the method of payment?
ImLive offers two forms of payment: transfer of funds to host's Epassporte account or by check. ImLive is not responsible for the theft of, loss of, or any fraudulent activity related to, checks sent out to you by regular mail or FedEx. In the case of loss, theft or fraud, ImLive shall in no case be liable for replacement of the check, or payment of the funds by check or alternative method. This means that if a payment check does not arrive it will not be replaced, regardless of whether it was cashed or not!!!

Alternately, you may choose to receive payment electronically via epassporte. In order to receive payments via epassporte you must first have an account which can be opened by clicking here. If you already have an epassporte account and you would like to receive your payments there, please contact ImLive Customer Service to arrange for payment through your existing epassporte account.. ImLive.com may change the methods of payments at its own and sole discretion.

k.       How do I get my check?
Either by regular mail, or by FedEx (available to residents of the US and Canada only).
In case you wish to receive your check by FedEx, please note that:

·         The cost of the shipping ($48) will be deducted from your earnings;

·         You must provide a valid name and address (full address: City, Country, Zip code) and NOT a P.O. Box address;

·         You must provide your phone number;

·         Your minimum check amount must be at least $100;

l.         The following transactions will remove and deduct money from your account:

·         A $3.00 penalty for kicking out a guest from a 30 or 60-minute session you approved.

·         Any refund given to your Guest.

·         Any charge back - for any previous charge that was not accepted (Guest's credit card).

m.     How can you track your Host Account earnings?
We keep your complete up-to-date transactions and statistics online on the Host Account. The Host Account tracks your earnings for the month. It is hereby agreed and clarified that the Host account alone shall determine your eligibility for payments from the ImLive.com system.

12.   THIRD PARTY PRODUCTS: You understand that products which may be made available or sold on the Site are not manufactured by ImLive.com but are manufactured by others. You understand and agree that you will use any such products only in compliance with any manufacturer's instructions for use accompanying such products. ANY WARRANTIES COVERING ANY SUCH PRODUCTS ARE PROVIDED SOLELY BY THE MANUFACTURER(S) OF SUCH PRODUCTS AND IMLIVE.COM MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO ANY SUCH PRODUCTS AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, DIRECT OR INDIRECT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

13.   DISCLAIMER OF WARRANTIES – THE SERVICES, THE SITE AND THE SOFTWARE ARE PROVIDED TO YOU "AS IS", "WITH ALL FAULTS", "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED AND TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW WE SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (I) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, CAPABILITIES, SECURITY, TIMELINESS, USEFULNESS OR CONTENT OF THE SERVICES, SITE AND/OR THE SOFTWARE OR THE ABILITY OF THE SERVICES, THE SITE AND/OR THE SOFTWARE TO INTEROPERATE OR INTEGRATE WITH ANY THIRD PARTY PRODUCTS SUCH AS SOFTWARE OR HARDWARE; (II) ANY WARRANTIES RESULTING FROM A COURSE OF DEALING OR USAGE OF TRADE (III) ANY WARRANTIES WITH REGARD TO THE ACCURACY OR COMPLETENESS OF OR ERRORS IN THE CONTENTS OR FUNCTIONING OF OR THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM THE USE OF THE SERVICES, THE SITE OR THE SOFTWARE; (IV) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND (IV) ANY WARRANTIES REGARDING OUR RIGHTS AND TITLE IN THE SERVICES, THE SITE OR THE SOFTWARE OR THAT THE SERVICES, THE SITE OR THE SOFTWARE DO NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED TO YOU OR TO ANY THIRD PARTY INCLUDING, WITHOUT LIMITATION, AS A RESULT OF ANY FAILURE OF PERFORMANCE, BUG, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION, INACCESSIBILITY OR LOSS OF, OR USE OF DATA, INFORMATION AND/OR RECORDS, WHETHER FOR BREACH OF CONTRACT, TORT, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. WE SPECIFICALLY DO NOT WARRANT OR GUARANTEE (1) THAT THE SERVICES, THE SITE AND THE SOFTWARE OR ANY PORTION THEREOF WILL BE FREE OF INFECTION BY VIRUSES, OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES, OR (2) THAT THE FUNCTIONS PERFORMED BY THE SERVICES, THE SITE AND THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICES, THE SITE OR THE SOFTWARE WILL BE CORRECTED. IT IS YOUR SOLE RESPONSIBILITY TO EXECUTE ANTI-CONTAMINATION/VIRUS SOFTWARE AND OTHERWISE TAKE STEPS TO ENSURE THAT THE SERVICES, THE SITE AND THE SERVICES, IF CONTAMINATED OR INFECTED, WILL NOT DAMAGE YOUR INFORMATION OR SYSTEM.

14.   LIMITATION OF LIABILITY - IN NO EVENT WILL WE OR OUR SUBSIDIARIES OR SUPPLIERS OR OUR/OUR SUBSIDIARIES'/SUPPLIERS' OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, REPRESENTATIVES, LICENSORS, SUCCESSORS OR ASSIGNS, BE LIABLE TO YOU OR TO ANY THIRD PARTY WHATSOEVER FOR ANY DAMAGE, INCLUDING, BUT NOT LIMITED TO, INDIRECT, DIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS, OR VANDALISM OR THEFT OF PROGRAMS OR INFORMATION, AND ANY OTHER KIND OF DAMAGE), OR ANY OTHER DAMAGES ARISING IN CONNECTION WITH OR IN ANY WAY OUT OF THE AVAILABILITY OR USE OF, RELIANCE ON, OR INABILITY TO USE, THE SERVICES, THE SITE AND THE SOFTWARE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.  IF YOU ARE DISSATISFIED WITH THE SERVICES, THE SITE OR THE SOFTWARE OR YOU HAVE ANY DISPUTE WITH US IN CONNECTION WITH THE SAME OR THESE TERMS OF USE THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING THE SERVICES AND THE SITE AND UNINSTALL THE SOFTWARE.

15.   THIRD PARTY LINKS AND PRODUCTS– VIA OR IN CONNECTION WITH SERVICES AND THE SITE WE MAY PROVIDE YOU WITH LINKS TO SITES, AND OFFERS FOR PRODUCTS AND SERVICES, OF THIRD PARTIES.  WE HAVE NO CONTROL OVER SUCH SITES OR OVER SUCH PRODUCTS AND SERVICES.  WE ARE NOT RESPONSIBLE FOR AND DO NOT ENDORSE (A) THE CONTENT OF SUCH THIRD PARTY SITES, (B) THE PRODUCTS OR SERVICES OFFERED BY SUCH THIRD PARTIES OR (C) THE PRIVACY AND OTHER PRACTICES OF SUCH THIRD PARTIES.  NOR ARE WE RESPONSIBLE FOR THE AVAILABILITY OF SUCH SITES OR PRODUCTS OR SERVICES OFFERED BY SUCH THIRD PARTIES.

16.   INDEMNIFICATION: Host shall indemnify and hold ImLive.com, the owners, operators and suppliers of ImLive.com as well as their officers, directors and employees (collectively "Indemnified Parties") harmless, against any and all expenses and/or losses, including reasonable attorney fees, incurred by the Indemnified Parties in connection with any claims of any kind, that result directly or indirectly from the Host's activities in connection with ImLive.com including without limitation via the Communications System.  Such claims shall include, without limitation, claims in respect of any violation of law in an HGCS (or in the content/information transmitted in the HGCS) by the Host or any participant, claims of infringements of the intellectual property rights of any third party or claims that the Host is or was an employee of ImLive.com.

17.   BREACH AND TERMINATION: Both Host and ImLive.com may terminate this Agreement at will subject to the fulfillment of all liabilities and/or remaining obligations to the other party. In the event of a material breach of this Agreement, such as Forbidden Emailing Activities, transmission of Forbidden Content, Falsification of Document, fraud or any other illegal activity, ImLive.com reserves the right to freeze the Host's account immediately for further investigation and the Host faces permanent termination, cancellation and forfeiture of all credits from ImLive.com.

18.   PENALTIES: Without derogating from the Site's right to terminate this Agreement with Host, the Site reserves the right to fine or otherwise penalize the Host including without limitation by forfeiture of outstanding or future credits/earnings in any case in which the Site determines that the Host has violated this Service Agreement, the terms of use of the Site and/or any instructions given by the Site to the Host.  Moreover, any Host promoting a third party site to guests of the Site may be penalized by the Site up to US$5,000 at its discretion.

19.   CONFIDENTIALITY: Host shall keep in strict confidence any and all materials and information regarding the ImLive.com technological systems and business, commercial and marketing methods and trade secrets.  This provision shall survive termination of this Agreement by either party.

20.   SEVERABILITY - To the extent that a court of competent jurisdiction determines that any specific term or terms of these Terms of Use is/are unenforceable, the other terms of this Agreement will continue in full force and effect.

21.   WAIVER - No employee, agent or representative, including without representation a customer service representative, of ours shall be entitled to waive any term of this Agreement.

22.   HEADERS – Headers of sections in this Agreement are included for convenience only and shall not be used to interpret these the Agreement.