1. ACCEPTANCE

By accessing the xLive website (collectively, including, but not limited to, all Content, Uploads and User Submissions available through xLive.com, "xLive", the website) you agree to the terms and conditions contained herin and the terms and conditions of xLive's privacy policy incorporated herin, and all future amendments and modifications (collectively referred to as the "Agreement"). By entering, you agree to be bound by these terms and conditions. If you do not agree to be bound the terms and conditions contained herein, then do not use xLive.com.

The terms and conditions of this Agreement are subject to change by xLive at any time in it's sole discretion and you agree be bound by all modifications, changes and/or revisions. If you do not accept to be bound by any and all modifications, changes and/or revisions of this agreement, you may not use xLive.com.

2. DESCRIPTION

The xLive website allows for uploading, sharing and viewing of text, photo and video content enabling registered (and unregistered users, with some limitations) to share and view visual depictions of adult content, including sexually explicit images. xLive also contains additional information provided by it's users. xLive allows it's users to view the Content and Website subject to the terms and conditions of this Agreement.

The xLive website may also contain certain links to third party websites which are in no way owned or controlled by xLive. xLive assumes no responsibility for the content, privacy policies, practices of any and all third party websites. xLive cannot censor or edit the content of third party sites. You acknowledge that xLive will not be liable for any and all liability arising for your use of any third-party website.

xLive.com is for your personal use only, and shall not be used for any commercial activities - except those specifically approved by xLive.com. Any illegal and/or unauthorized use of xLive is prohibited, including, but not limited to, collecting usernames and/or e-mail addresses for sending unsolicited communications, or unauthorized framing and/or linking to the xLive website is prohibited.

3. ACCESS

In order to use this website, you affirm that you are eighteen (18) year of age or older, and/or over the age of majority in the jurisdiction you reside as well as from where you access the website, where the age of majority is greater than eighteen (18) years of age. If you are under the age of 18 and/or under the age of majority in the jurisdiction you reside and from which you access the website, then you are not permitted to use the website.

4. CONDUCT

You acknowledge and agree that you shall be responsible for your own user submissions and the consequences of posting, uploading, publishing transmitting or otherwise making them available on or through xLive. You agree that you shall not post, upload, publish, transmit or make available in any way (hereinafter known as make available) on xLive content which is unlawful, harassing, harmful, threatening, tortuous, abusive, defamatory, libelous, invasive of one's privacy including but not limited to personal information, hateful, or racial. You also agree that you shall not make available on xLive software containing viruses, computer code, files, or programs designed to circumvent and or destroy, distrupt, limit or otherwise alter the intended features and functionality of xLive; or monitor, or persistently reside in or on any computer software or hardware or telecommunications equipment. You agree that you shall not make available through xLive content which is intentionally or unintentionally violating any applicable local, state, national, or international law, or any regulations or laws having the force of law where you reside and elsewhere, including but not limited to any laws or regulations relating to securities, privacy, and export control. You agree that you shall not make available on xLive content depicting illegal activities, promote or depict physical harm or injury against any group or individual, or promote or depict any act of cruelty to animals; You agree not to use xLive in any way that exposes xLive to criminal or civil liability.

You agree that xLive shall have the right to determine, at it's sole discretion, the actions that shall be taken in the event of any violation(s) of the terms and conditions contained herein.

5. INTELLECTUAL PROPERTY

The Content contained on the xLive with the exception of User Submissions, including, but not limited to, text, software, scripts, code, graphics, audio, video, photography, interactive elements, trademarks, service marks and logos contained therein, are owned by and/or licensed to xLive, subject to copyright and other intellectual property rights under United States, Canada and foreign laws and international conventions. Content on the Website is provided to you on an AS IS basis, for your entertainment and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. xLive reserves all rights not expressly granted in and to the Website and the Content. You agree to not engage in the use, copying, or distribution of any Content, other than expressly permitted herein, including any use, copying, and/or distribution of User Submissions of third parties obtained through the Website for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to disable, circumvent, or otherwise interfere with security related features of xLive, or features that prevent or restrict use or copying of any Content or enforce limitations on use of the xLive Website or the Content therein.

6. USER SUBMISSIONS

xLive permits the submission of Content by it's users as well as sharing and publishing of such user submissions. You understand that whether or not such User Submissions are published and/or displayed, xLive does not guarantee any confidentiality with respect to any submissions.

xLive permits users to link to Content on the Website for personal, non-commercial purposes only. Moreover, xLive provides an "Embeddable Video Player" feature, which you may incorporate into your own personal, non-commercial websites for use in sharing the Content on the Website, provided that you include a prominent link back to the xLive website on the pages containing the Embeddable Player. xLive reserves the right to discontinue any aspect of the xLive website at any time. In addition, you may not modify, build upon or block any portion of the Embeddable Player in any way.

You shall be solely responsible for any and all of your own User Submissions and the consequences of posting, uploading and publishing them. Furthermore, with User Submissions, you affirm, represent and/or warrant that:

1. you own or retain the necessary licenses, rights, consents, and permissions to use and authorize xLive to use all trademarks, copyrights, trade secrets, patents, or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service; and
2. you will not post, or allow any person to post, any material that depicts a person under the age of 18 years; and
3. you have inspected and are maintaining written documentation sufficient to confirm that all persons visible within your submissions are, in fact, over the age of 18 years.
4. You have a proper legal record, which includes the written consent, content release, and/or permission of each and every identifiable person in the Content, to use their name or likeness, to enable inclusion and use of the Content on/through the Website.
   
   For clarity, you retain all of your original ownership rights to the Content you submit to xLive. By submitting your Content to xLive you hereby grant xLive a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the xLive Website and xLive's (and its successor's) business, including without limitation for promoting and redistributing part or all of the xLive Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the xLive Website a non-exclusive license to access your Content through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Service. The foregoing license granted by you terminates once you remove or delete a User Submission from the xLive Website.

In submitting Content you further agree that you shall not:

1. submit Content that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant xLive all of the license rights granted herein;
2. publish falsehoods or misrepresentations that could damage xLive or any third party;
3. submit material that is illegal, unlawful, defamatory, libelous, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;
4. post advertisements or solicitations of business;
5. impersonate another person or allow yourself to be impersonated by another person;
6. fail to protect your username and/or password from being used by any person other than yourself.
   xLive does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and xLive expressly disclaims any and all liability in connection with User Submissions. xLive does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and xLive will remove all Content and User Submissions when properly notified that such Content or User Submission infringes on another's intellectual property rights. xLive reserves the right to remove Content and User Submissions without notice. xLive will also terminate a User's access to it's Website, if they are determined to be an infringer. While pornographic and adult content are accepted, xLive also reserves the sole right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service, for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to defamatory material, or excessive length. xLive may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at it's sole discretion.

You understand and acknowledge that when using xLive.com, you will be exposed to User Submissions from a variety of geographic locations, opinions, beliefs, ideas and that xLive is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against xLive with respect thereto, and agree to indemnify and hold xLive, its Owners, affiliates, operators, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the website.

You agree that xLive may, at it's sole discretion, refuse to publish, remove, or block access to any User Submission that is available via the Website or other xLive network or services at any time, for any reason, or for no reason at all, with or without notice.

xLive provides it's website as a service to its users. However, xLive does not monitor the xLive Website/Services for inappropriate content or conduct. xLive may review and delete any Content that, in it's sole judgment, violates this Agreement or may be otherwise offensive or illegal, or violate the rights, harm, or threaten the safety of any User or person not associated with the Website (collectively "Inappropriate Content"). Users are solely responsible for the User Submissions that they make available on/through the Website or to any third-party website via an embedded player provided by the Website or any other material or information that you transmit or share with other Users or unrelated third-parties via the Website.

7. POLICY

xLive employs a ZERO TOLERANCE policy regarding any illegal content/activities. Child pornography, bestiality, rape, torture, incest, death and/or any other type of obscene and/or illegal material will not be tolerated by xLive. xLive will not condone child pornography or any behavior that implies child pornography, or sympathy with child pornography, and will cooperate with all governmental agencies that seek prosecution of those who participate in activities related to child pornography.

8. FEES

You acknowledge that xLive reserves the right to charge for xLive services and to change its fees from time to time in its discretion. Further more, in the event xLive terminates your rights to use the website because of a breach of this Agreement, you shall not be entitled to the refund of any unused portion of subscription fees.

9. WARRANTIES

You represent and warrant that all of the information provided by you to xLive to participate in the Website is accurate and current and you have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of you hereunder.

As a condition to using the xLive, you must agree to the terms of xLive's privacy policy and its modifications. You acknowledge and agree that the technical processing and transmission of the Website, including your User Submissions, may involve transmissions over various networks; and changes to conform and adapt to technical requirements of connecting networks or devices. You further acknowledge and agree that other data collected and maintained by xLive with regard to its users may be disclosed in accordance with the xLive Privacy Policy.

10. WARRANTY DISCLAIMER

YOU AGREE THAT YOUR USE OF THE XLIVE WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, XLIVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. XLIVE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY

1. ERRORS, MISTAKES, OR INACCURACIES OF CONTENT,
2. PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE XLIVE WEBSITE,
3. ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS/NETWORK AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION CONTAINED THEREIN,
4. ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR
5. ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE XLIVE WEBSITE. XLIVE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE XLIVE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND XLIVE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT XLIVE SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

11. LIMITATION OF LIABILITY

IN NO EVENT SHALL XLIVE, IT'S OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY

1. ERRORS, MISTAKES, OR INACCURACIES OF CONTENT,
2. PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE,
3. ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,
4. ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE,
5. ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR
6. ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE XLIVE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT XLIVE SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

12. INDEMNITY

You agree to defend, indemnify and hold harmless xLive, it's parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:

1. your use of and access to the xLive Website;
2. your violation of any term of these Terms of Service;
3. your violation of any third party right, including without limitation any copyright, property, or privacy right; or
4. any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the xLive Website.

You affirm that you are more than 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and Conditions, and to abide by and comply with these Terms and Conditions contained herein.

13. ASSIGNMENT

The Terms and Conditions contained herein and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by xLive without restriction.

If any term, clause or provision of the agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement.

14. JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflicts of law principles. The sole and exclusive jurisdiction and venue for any action or proceeding arising out of or related to this Agreement shall be in an appropriate state or federal court located in the Province of Ontario, Canada. You hereby submit to the jurisdiction and venue of said Courts. You consent to service of process in any legal proceeding.