Late Night Shots Logo

Introduction:

This Terms of Service agreement (the "Agreement") is a legal agreement between LateNightShots ("LNS," "we," "us", or "our") and you, governing your use of latenightshots.com. latenightshots.com (the "Service" or "latenightshots.com") is an online, social networking service that enables latenightshots.com members ("Member(s)") to create unique online pages and share photographs and other content with friends and the entire latenightshots.com community, including other Members and users. The Service includes without limitation our Web site (collectively, including all content available through the latenightshots.com domain and sub-domains, the "Site"). In addition, when visiting the Site or using the Service, you and LNS shall be subject to the terms of our Privacy Policy and any other posted guidelines, rules, or notices applicable to the Service which may be posted from time to time. All such policies, guidelines, rules, and notices are hereby incorporated by reference into the Agreement.

By visiting the Site or using the Service, you signify your agreement to all of the terms and conditions in the Agreement. If you do not agree to, or cannot comply with, all of these terms and conditions, you must not visit the Site or use the Service. If you wish to become a LNS Member, communicate with other Members, and use the Service, please follow the instructions on our Sign-Up Page.

From time to time, we may modify the terms and conditions of the Agreement without prior notice. If we do so, we will post the amended Agreement on the Site. It is your responsibility to review the Agreement for any changes. If you do not agree to, or cannot comply with, the Agreement as amended, you must stop using the Service. If you continue to use the Service after any amendments are posted, you will be deemed to have accepted the Agreement as amended.

YOU MUST BE AT LEAST 21 YEARS OLD TO USE latenightshots.com. BECAUSE THE SERVICE MAY PROVIDE ACCESS TO CONTENT THAT CONTAINS EXPLICIT MATERIAL (SUCH AS STRONG LANGUAGE OR DEPICTIONS OF SEX, VIOLENCE, OR SUBSTANCE ABUSE), NO ONE UNDER THE AGE OF 21 IS PERMITTED TO USE THE SITE. THIS AGREEMENT INCLUDES WARRANTY AND LIABILITY DISCLAIMERS. BY USING THE SERVICE, YOU ACCEPT AND AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION, ADDITION, OR DELETION. IF YOU DO NOT OR CANNOT AGREE TO ALL OF THE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE. IN THE EVENT OF ANY NONCOMPLIANCE WITH THIS AGREEMENT, LNS MAY DENY ACCESS TO THE SERVICE AT ANY TIME, WITH OR WITHOUT PRIOR NOTICE, AND WITHOUT LIABILITY.

 

  1. Eligibility.
    You represent and warrant that you are at least 21 years old and that all registration and profile information that you submit to LNS is truthful and accurate. You agree to update such account information as necessary to keep it accurate. If you misrepresent your age, we may terminate your LNS account at any time without warning, and without liability. You are solely responsible for maintaining the security and confidentiality of your password and other Member account information. You agree not to permit others to use your password or other Member account information, and you agree to notify LNS immediately of any unauthorized use of that information. LNS will not be responsible for any loss or damage arising out of the unauthorized use of your password or other Member account information; and you agree to indemnify and hold harmless LNS, its officers, directors, agents, employees, subsidiaries, and affiliates for any unauthorized, improper, or illegal use of that information. You, and not LNS, are solely responsible for all Content (defined below) published or displayed through your account, including without limitation any e-mail messages, posts, or tags, and for your interactions with other Members or users. You further represent and warrant that your use of the Service will not violate any applicable law or regulation.
  2. Term.
    This Agreement shall remain in full force and effect while you use the Service and/or are a Member. In the event that membership is terminated, all provisions of this Agreement which must survive in order to give effect to their meaning, including without limitation all of your representations, warranties, and indemnification obligations, shall survive. By using the Service and/or becoming a Member, you acknowledge that LNS has the right to charge for the Service and terminate your membership should you violate this Agreement or fail to pay for the Service as required. If your Service membership is terminated because you have violated this Agreement, you shall not be entitled to a refund of any unused portion of subscription fees, should any exist. 
  3. Non-commercial use only.
    The Service is for the personal use of individual Members only and may not be used in connection with any commercial endeavor, except those that are specifically approved or endorsed in writing by LNS's management. Organizations, companies, and/or businesses may not become Members and should not use the Service for any purpose. Passwords, Member or user names, photographs, links, and any other Content may not be transferred or copied from the Service for use with any other product or service. Any use of the Service that is illegal, unlawful, or that violates the letter or spirit of this Agreement or any other posted LNS policies, guidelines, or notices - including without limitation collecting or harvesting Member or user names and/or e-mail addresses by electronic or other means for the purpose of sending unsolicited e-mail or unauthorized framing of or linking to the Site - may be investigated and may result in LNS suspending or terminating your account, refusing any and all current or future use of the Service (or any portion thereof), and taking appropriate legal action, including without limitation criminal, civil, and injunctive redress. LNS reserves all right, title, and interest in the Service not expressly granted under this Agreement to the fullest extent possible; and any use of the Service not specifically permitted under this Agreement is prohibited. 
  4. Use of content.
    1. The Service enables you to upload, post, publish, e-mail, or otherwise transmit to latenightshots.com ("Upload") Web pages, text, code, photographs, graphics, messages, tags, and other information, data, or material ("Content"). You, and not LNS, are solely responsible for all Content that you Upload to latenightshots.com public archives, blogs, message boards, Member profiles, search results, categories, groups, or any other part of the Service.
    2. In connection with Content that you Upload to latenightshots.com, you represent and warrant that: (1) you own, or have the necessary licenses, consents, permissions, and rights to use and to authorize LNS to use, all copyright, trademark, patent, trade secret, and other proprietary rights in and to all such Content, in order to permit inclusion and use of the Content as contemplated by the Service and this Agreement; and (2) you have the written consent, release, and/or permission of every person identifiable in the Content to use their name and likeness, in order to permit inclusion and use of the Content as contemplated by the Service and this Agreement.
    3. You retain all of your ownership rights in Content that you Upload to latenightshots.com. However, by Uploading the Content to latenightshots.com, you hereby grant to LNS a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, irrevocable, fully sublicensable (through multiple tiers), and transferable license to copy, distribute, prepare derivative works of, adapt, publicly perform, publicly display, and use the Content in connection with the Service and LNS's business, including without limitation promotion and redistribution of the Service and derivative works thereof, through any media channel and in any media format known now or in the future. In addition, you hereby grant to each LNS Member or user a non-exclusive license to access the Uploaded Content through the Service, and to reproduce, distribute, prepare derivative works of, adapt, publicly perform, publicly display, and use such Content as permitted through the Service functionality and under this Agreement. All tags and comments associated with Content - whether associated by you, the Service, other Members or users, or anyone else - become LNS's property; but LNS will grant you a perpetual right to use such tags and comments for personal, noncommercial purposes.
    4. In using the Service, you may access and be exposed to Content Uploaded by others that is inaccurate, incomplete, indecent, offensive, or otherwise objectionable. Uploaded Content is the sole responsibility of the person who Uploaded it. You will not hold LNS responsible for the actions or inactions of Members or users, including without limitation any Uploaded Content. LNS does not make any representation or warranty about the accuracy, integrity, quality, or any other aspect of Content posted on the Site or in connection with the Service. LNS expressly disclaims all liability for any loss or damage incurred as a result of the use of such Content. By using the Service, you agree to bear all risks associated with any use of any Content posted on the Site or in connection with the Service and any reliance on the accuracy, completeness, or usefulness of such Content. Any opinions, statements, advice, offers, services, or other information or material expressed or made available in or through Uploaded Content are those of the respective author(s) of such Content and not of LNS.
    5. LNS does not pre-screen, edit, or review Content Uploaded to latenightshots.com archives or publicly-available areas of the Service. If LNS is notified by a user, Member, or Content owner of Content posted on the Site or in connection with the Service that allegedly does not conform to this Agreement, LNS may investigate the allegation and determine in good faith, in LNS's sole discretion, whether to remove or block access to such Content. LNS has the right (but not the obligation), in its sole discretion, to remove, relocate, change from public to private, or otherwise block or restrict any Uploaded Content at any time, with or without notice, and without liability.
    6. You acknowledge and agree that LNS may access, preserve, and disclose your account information and Content if required by law or in a good faith belief that it is reasonably necessary in order to: (1) comply with legal process; (2) enforce the Agreement; (3) respond to claims that any Content violates the rights of Members, users, or third-parties; (4) respond to your requests for customer service; or (5) protect the rights, property, or personal safety of LNS, its Members or users, and the public.
  5. Copyright Policy
    1. LNS does not condone or tolerate activities and actions that breach the rights of copyright owners. As explained in more detail below, our policy is to respond to written notifications of claimed infringement that comply with the Digital Millennium Copyright Act ("DMCA"). Upon receiving such notification, we may remove or block access to Content that we believe in good faith is copyrighted material that has been illegally copied, distributed, or otherwise exploited. We also may terminate or suspend access to the Service, and remove all Content Uploaded by, anyone found to be a repeat infringer. Upon removing or blocking access to Content in response to a DMCA notification, we will make a good-faith attempt to contact the owner/author/administrator of each affected Web page so that they may send us a DMCA counter notification.
    2. Infringement notification. If you are a copyright owner (or the copyright owner's agent) and you believe that any Uploaded Content infringes your copyright, you may submit a written notification to our Copyright Agent. To expedite the processing of the notification, please submit it in the following format, including section numbers:
      1. Identify in adequate detail the copyrighted work (e.g., lines of text, music, photo, artwork, etc.) that you believe has been infringed.
      2. Identify in adequate detail the Content that you believe is infringing the copyrighted work listed in Section (1) above. Describe the allegedly infringing Content and include sufficiently detailed information on its location, so that we can find it and verify that it exists. You must identify each search result that links directly to a Web page containing the allegedly infringing content; in other words, provide the search query that you used, and the URL for each allegedly infringing search result.
      3. Provide information reasonably sufficient for us to contact you, including your address, telephone number, and, if available, your e-mail address.
      4. If possible, provide information reasonably sufficient for us to contact the provider of the allegedly infringing content or the owner, author, or administrator of the Web page containing such Content. We would prefer their e-mail address, if available.
      5. Include this statement: "I have a good faith belief that use of the copyrighted material described above on the allegedly infringing Web page(s) is not authorized by the copyright owner, its agent, or the law."
      6. Include this statement: "I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner or am authorized to act on behalf of the copyright owner to make this complaint."
      7. Sign the notification, and then send it to our Designated Agent (contact information below).


        Once our Designated Agent has received a written, DMCA-compliant notification, our policy is to remove or block access to the allegedly infringing Content and make a reasonable attempt to promptly notify the Content provider or the owner/author/administrator of the Web page containing such Content, that we have done so. In addition, we reserve the right to terminate or suspend access to the Service, and to remove all Content Uploaded, by anyone found to be a repeat infringer.

        You acknowledge that failure to comply with all requirements of this section of the Agreement may invalidate your notification. For more details, see the DMCA, 17 U.S.C. P512(c)(3).

    3. C. Counter notification. If the affected Content provider or the owner, author, or administrator of the affected Web site believes that removed or blocked Content is not infringing, or believes that it has the right (from the copyright owner or its agent, or pursuant to law) to Upload, post, and use such Content, then the affected party must send us a written, DMCA counter notification. To expedite the processing of the counter notification, please submit it in the following format, including section numbers:
      1. Identify in adequate detail the removed/blocked Content and the location at which it appeared before it was removed or access to it was blocked.
      2. Provide your name, address, telephone number, e-mail address (if available), a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or District of Columbia if your address is outside of the United States), and a statement that you will accept service of process from the person who sent LNS notification of the claimed infringement, or from an agent of that person.
      3. Include this statement: "I swear, under penalty of perjury, that I have a good faith belief that each search result or item identified above was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled."
      4. Sign the counter notification, and then send it to our Designated Agent.

        You acknowledge that failure to comply with all requirements of this section of the Agreement may invalidate your counter notification.

        If our Designated Agent receives a counter notification, our policy is to send a copy of it to the original complaining party, informing such party that we will restore the removed Content or cease blocking access to it, 10 business days from our receipt of the counter notification. Unless we receive notice from the original complaining party that it has filed an action seeking a court order against the Content provider or Uploading Member (to restrain them from engaging in infringing activity relating to the Content on the Service), the removed Content may be replaced or access to it restored within 10 to 14 business days after our receipt of the counter notification, at our discretion. For more details, see the DMCA, 17 U.S.C. P512(g)(2) and (3).

    4. Designated agent to receive notifications of claimed infringement. LNS's Designated Agent for claims of copyright (or other intellectual property) infringement can be reached as follows:

      Designated Agent for Infringement Notices
      c/o latenightshots.com
      1418 Rhode Island Avenue Washington, DC 20005

      By fax: 310-478-5556 Notifications can only be sent to us by e-mail with our prior agreement. Please also note that, for security reasons, we generally cannot accept attachments. Any notification of infringement that is submitted electronically with an attachment may not be received or processed. A faxed notification usually will generate the quickest response.

      Please only send notifications of claimed infringement to the Designated Agent. Any other comments, feedback, technical support requests, or communications should be directed to LNS Customer Service at support@latenightshots.com.

      6. Code of Conduct. You agree that you will not, and it shall be a violation of this Agreement to: A. Upload, copy, distribute, share, sell, create derivative works of, or otherwise alter or use any Content, in whole or in part, for any purpose whatsoever except as expressly authorized in this Agreement; and to do so in any manner exceeding the scope of your rights to use such Content (e.g., license rights associated with premium content or subscription-based materials), without permission from the Content owner, or otherwise in violation of another person's rights to such Content. B. Upload, copy, distribute, share, or otherwise use Content that is unlawful, obscene, defamatory, libelous, harmful, hateful, harassing, pornographic, threatening, racially or ethnically offensive, abusive, that would violate another person's rights, constitute or encourage a criminal offense, give rise to civil liability, or violate any local, state, national, or international law or regulation, or that is otherwise inappropriate. C. Upload, copy, distribute, share, or otherwise use unsolicited or unauthorized advertising or promotional material, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation. To protect our Members from such advertising or solicitation, LNS reserves the right to restrict the number of e-mails that a Member may send to other Members in any 24-hour period, to a number that LNS deems appropriate in its sole discretion. D. Upload, copy, distribute, share, or otherwise use Content that contains or embodies software viruses, worms, Trojan horses, bugs, or any other malicious computer code that is designed to interrupt, undermine, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment, or that is designed to perform functions on any software, hardware, or equipment without the owner's express consent. E. Include in your Member profile any telephone number or street address. F. Disclose your password or transfer your account to any third party, or allow any third party to access your account. G. Impersonate any person or entity, including without limitation LNS officials, staff, and/or Members. H. Access the Service by any means other than through the interface provided by LNS for use in accessing the Service. This includes not using or launching any automated system, including without limitation any spider, robot (or "bot"), scraper, or offline reader, that accesses the Service in a way that sends more request messages to the latenightshots.com servers in a given time period than a human reasonably can produce in the same time period using a conventional online Web browser. Notwithstanding this, LNS grants the operators of public search engines permission to use spiders to copy Content from the Site for the sole purpose of creating publicly available, searchable indices of such Content, but not caches or archives of such Content. LNS reserves the right to revoke these exceptions, in general or specific instances. I. Interfere with or disrupt the Service or servers or networks connected to the Service, make the Service available over a network (other than LNS's network) where it could be used by others, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service. J. Use the Service to artificially generate traffic or page links to a Web site or for any other purpose not intended for personal, noncommercial use of the Service. K. Collect, harvest, or store any personally identifiable information, including Member account information, from the Service. L. Translate, reverse engineer, decompile, disassemble, modify, or create derivative works based on the Service, in whole or in part. M. Circumvent, disable, violate, or otherwise interfere with any security related feature of the Service, or any technology or feature that restricts or prevents copying or use of Content or that enforces limitations on use of the Service or Content. N. Rent, lease, sublicense, transfer, sell, trade, resell, or exploit for any commercial purposes, any portion of the Service (including without limitation your account information), use of the Service, or access to the Service. O. Use the Service to harass or "stalk" anyone. P. Upload Content that exploits anyone under the age of 18 in a sexual or violent manner, or that solicits personally identifiable information from anyone under the age of 18. Q. Use the Service in any way to provide material support or resources (or to conceal or disguise the source, location, nature, or ownership of material support or resources) to any organization designated by the U.S. government as a foreign terrorist organization under section 219 of the Immigration and Nationality Act, 8 U.S.C. P 1189. R. Use the Service in any way that violates the terms of this Agreement, or that aids, encourages, or purports to authorize anyone else to violate the terms of this Agreement. S. Use the Service in any way that intentionally or unintentionally violates any applicable local, state, national, or international law or regulation.   7. Proprietary rights in content on latenightshots.com. You acknowledge and agree that the Service uses and contains proprietary and confidential technology and information owned by or licensed to LNS, and protected by applicable intellectual property and other laws and international treaties. You are not granted any right or license with respect to the trademarks of LNS or any third party. You further acknowledge and agree that Content contained in sponsor advertisements or displayed, streamed, or otherwise made available through the Service may be protected by applicable intellectual property and other laws and international treaties.   8. Member disputes. You are solely responsible for your interaction with other latenightshots.com Members or users, whether online or offline. LNS reserves the right, but has no obligation, to monitor disputes between you and other Members or users. If you have a dispute with one or more Members or users, you release LNS (and our officers, directors, agents, employees, subsidiaries, and affiliates) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. If you are a California resident, you waive California Civil Code P1542, 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."   9. Privacy.  As explained herein, use of the Site and Service is also governed by our Privacy Policy.   10. Disclaimers.  A. The Service (including any software contained therein) is provided "AS-IS." Any use of the Service is at your own risk. To the maximum extent permitted by applicable law, LNS expressly disclaims all warranties, whether express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, non-infringement, and title. LNS makes no representation or guarantee that the Service will be free from loss, damage, destruction, corruption, interference, viruses, worms, bugs, Trojan horses, attacks, hacking, or other security breaches; and LNS disclaims any liability relating thereto. LNS cannot guarantee and does not promise any specific results from use of the Service or Internet. You are solely responsible for creating and maintaining your own personal backup of any of your Content Uploaded to latenightshots.com. B. The Service may be unavailable from time to time for maintenance or other reasons. Under no circumstances shall LNS be held liable for any error, omission, interruption, deletion, loss, corruption, defect, delay, theft, destruction, unauthorized access to, or alteration of communications, or any other delay or failure in performance. Without limiting the foregoing, LNS shall not be held liable for any problem, technical malfunction, or failure of the Internet or any telecommunications equipment, network, or line, computer online system, server or provider, computer or other equipment, e-mail, media player, or other software or hardware - whether resulting from technical problems, traffic congestion on the Internet or at any Web site or combination thereof, or any other reason. LNS shall not be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond LNS's reasonable control, including without limitation other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heating, lighting, or air conditioning. LNS shall not be held liable for any loss, damage, injury, or death of any person, or any loss or damage to any computer or other equipment, resulting directly or indirectly from participation in the Service, from accessing or using Content or other materials in connection with the Service, and/or from any other reason set forth herein. Without prior notice, LNS may modify, suspend, or discontinue any part of the Service (including any Content) or your use of them; and in the event LNS does so, it will not be liable to you or any third party. C. You acknowledge that your Uploading of any Content to latenightshots.com is done at your own risk. LNS shall not be held liable for any loss, damage, or injury relating to such Content in any way. LNS shall not be held liable for any incorrect or inaccurate Content posted on the Site or in connection with the Service, whether caused by users, Members, or any equipment or programming associated with or used in the Service. LNS shall not be held liable for the conduct of any Member or user. Under no circumstances shall LNS be held liable for any loss, damage, or injury, including without limitation personal injury or death, resulting from any use of the Service, any Content posted on the Service or transmitted to Members, or any interaction between Members or users, whether online or offline. D. Some of the Content, products, and services available through the Service may include materials belonging to third parties. LNS or its partners may present advertisements or promotional content on or through the Service. LNS has no control over and does not warrant, endorse, guarantee, or assume liability for any Content, product, or service that is advertised, promoted, or offered by a third party through the Service or any hyperlinked Web site, or featured in any banner or other advertising. Your dealings with, or participation in promotions of, any third-party advertiser on or through the Service are solely between you and the third party. You agree that LNS shall not be held liable, directly or indirectly, for any loss, damage, or injury of any kind incurred as a result of any such dealings or the presence of such third parties on the Service. As when dealing with any product or service provider, you should use your best judgment and exercise caution as appropriate. E. The Service may present links to third-party Web sites that are not owned or operated by LNS. LNS shall not be held liable for the availability of such third-party Web sites or their contents. You agree that LNS shall not be held liable in any way for any loss, damage, or injury caused by or in connection with your use or reliance on contents, goods, or services available through any such third-party Web site. F. LNS reserves the right, in its sole discretion, to modify, delete, or otherwise change a Member's username and URL address, with or without notice, at any time, and without liability. LNS reserves the right to use profile pictures, user names, and/or URL addresses of Members on the Site, including without limitation our Sign-Up page, and in connection with advertisements and promotions.   11. Limitation on liability.  IN NO EVENT SHALL LNS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF REVENUE OR INCOME, BUSINESS INTERRUPTION, CORRUPTION OF DATA, PERSONAL INJURY, DEATH, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR ANY OTHER TANGIBLE OR INTANGIBLE LOSS ARISING FROM YOUR USE OF THE SITE OR SERVICE, EVEN IF LNS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LNS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT; AND NEITHER YOU NOR ANY THIRD PARTY MAY RELY ON ANY SUCH ADVICE OR INFORMATION. YOU SPECIFICALLY ACKNOWLEDGE THAT LNS SHALL NOT BE LIABLE FOR CONTENT UPLOADED BY MEMBERS OR USERS, OR FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY MEMBER, USER, OR OTHER THIRD PARTY, AND YOU BEAR THE ENTIRE RISK OF DAMAGE OR HARM FROM THE FOREGOING. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO LIMITATIONS AND EXCLUSIONS HEREIN MAY OR MAY NOT BE APPLICABLE TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LNS's ENTIRE LIABILITY TO YOU FOR ANY CAUSE OR ACTION WHATSOEVER, AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT, SHALL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO LNS FOR THE SERVICE DURING THE TERM OF MEMBERSHIP.   12. Indemnity. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS LNS, ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUBSIDIARIES, AND AFFILIATES FROM ANY CLAIM, SUIT, ACTION, DEMAND, LOSS, AND DAMAGES, INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES, COSTS, AND EXPENSES, MADE OR INCURRED BY ANY THIRD PARTY ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE, ANY CONTENT THAT YOU UPLOAD, YOUR USE OF CONTENT ACCESSED FROM THE SITE OR SERVICE, YOUR VIOLATION OF THIS AGREEMENT, AND/OR YOUR VIOLATION OF ANY THIRD-PARTY RIGHTS.   13. Disputes. By using the Service, you agree that the Service shall be deemed solely based in the District of Columbia, and the Site shall be deemed a passive Web site that does not give rise to personal jurisdiction over LNS, either specific or general, in jurisdictions beyond the District of Columbia. In the event there is any dispute about or involving the Service, such dispute will be governed by the laws of the District of Columbia without regard to its conflict of law principles. You agree to personal jurisdiction by and venue courts of the District of Columbia. The parties intend the forum choice of the District of Columbia to be mandatory and not permissive in nature.   14. Notices. LNS may provide you with notices, including without limitation notices regarding changes to the Agreement, by e-mail, regular mail, or postings on the Service. Unless the notice states otherwise, it will become effective immediately.   15. United States export controls. To the extent that software used in connection with the Service ("Software") is subject to U.S. export controls, it may not be downloaded from the Service or otherwise exported or re-exported: (A) into, or to a national or resident of, Cuba, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods; or (B) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list. 16. General Information. A. This Agreement (including all LNS policies, guidelines, rules, and notices incorporated by reference herein) represents the complete and exclusive statement of the agreement between LNS and you regarding the use of the Site or Service; and it supersedes any prior proposal, oral or written agreement, and any other communications between LNS and you relating to the subject matter of this Agreement. Any failure of LNS to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held invalid by a court of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the remainder of the Agreement shall continue in full force and effect. B. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. C. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement. The section titles in this Agreement are for convenience only and have no legal or contractual effect.   17. Violation of Terms and Liquidated Damages.  Please report any violations of this agreement by emailing to: support@latenightshots.com  Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You understand and agree that, because damages are often difficult to quantify, if it becomes necessary for LNS to pursue legal action to enforce these Terms, you will be liable to pay LNS the following amounts as liquidated damages, which you accept as reasonable estimates of LNSs damages for the specified breaches of these Terms:  A. If you post a message that (1) impersonates any person or entity; (2) falsely states or otherwise misrepresents your affiliation with a person or entity; or (3) that includes personal or identifying information about another person without that persons explicit consent, you agree to pay LNS one thousand ($1000) for each such message. This provision does not apply to Content that constitutes lawful non-deceptive parody of public figures. B. If you send unsolicited email advertisements to LNS email addresses or through LNS computer systems, you agree to pay LNS twenty-five dollars ($25) for each such email.  C. If you post Content in violation of the Terms as described above, you agree to pay LNS one hundred dollars ($100) for each item of Content posted. In its sole discretion, LNS may elect to issue a warning before assessing damages. D. If you aggregate, display, copy, duplicate, reproduce, or otherwise exploit for any purpose any Content (except for your own Content) in violation of these Terms without LNSs express written permission, you agree to pay LNS three thousand dollars ($3,000) for each day on which you engage in such conduct.  Otherwise, you agree to pay LNS actual damages, to the extent such actual damages can be reasonably calculated. Notwithstanding any other provision of these Terms, LNS retains the right to seek the remedy of specific performance of any term contained in these Terms, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power in these Terms, or any combination thereof. 18. Feedback. If you have any questions about this Terms of Service Agreement, please contact us at support@latenightshots.com.