Host Agreement

This agreement is for the TalkSugar Site and Telephony Services is made by and between TalkSugar and you (the "Client").

In consideration of the mutual covenants herein contained and intending to be legally bound by the provisions of this Agreement, the parties agree as follows:

1. Definitions
"Agreement" means this TalkSugar Telephony Site and Service Agreement and all exhibits and attachments hereto.

"Client" means the entity that accepts these terms and conditions.

"Authorized Agent" means an individual authorized by Client to act as the legal representative of the Client for all matters pertaining to this Agreement.

2. Eligibility
The Site and Telephony Services are available only to persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. The Site and Telephony Services are not available to Clients.

You shall not use the Site or become a Client if you are located or reside in a country in which use or participation is prohibited by law.

3. Payment
Payments will be issued by direct deposit or wire transfer to Client when Client account has reached a $50.00 minimum. Accounts which have not met the minimum required level for payment will have the funds accumulated to date forwarded to the next pay-period.

Payouts are made on each Monday of every month for the previous 7 day period.

Service Fees: TalkSugar will retain 30% of the net call service fee from the live pay-per-minute rate of the Service being used by Client plus connection fees (when applicable) as payment for providing the Service. TalkSugar will retain 30% of the net call service fee from the LiveCam pay-per-minute rate of the Service being used by Client plus connection fees (when applicable) as payment for providing the Service. TalkSugar will retain 35% of the net call service fee from the recorded pay-per-minute rate of the Service being used by Client plus connection fees (when applicable) as payment for providing the Service. TalkSugar will retain 30% of paid messenging fees and buy items and 25% of tips as payment for providing the Service.

Wire transfer fees: The bank charges approximately $25 for a wire transfer. However, this fee can vary depending on the bank you are using and which country you are in.

Fraudulent Charges and Calls: TalkSugar will not pay out on calls which are determined to have been made using a stolen credit card or other fraudulent means of payment.

Chargeback Insurance fees: To prevent any single Client from incurring the burden of what are generally random chargebacks all chargebacks will be evenly levied upon all Clients based on percentage of gross earnings per pay period. TalkSugar agrees that such levies shall not exceed 5% of gross earnings for any given pay period.

TalkSugar assumes no liability for lost or misdirected payments.

4. Client Obligations
- Client will not permit their password for the Service to be used or known to any other party.
- All text and images posted under the Client account must be the property of the Client and not be in violation of any copyright law.
- Client is not permitted to post or transmit anything via the Service which is illegal, racist, threatening, or derogatory to other Clients or to the Service. This includes but is not limited to incest, bestiality, rape (forced sex), adult baby, diaper lover, and pedophilia.
- Client may not signup as a customer and phone their own listings.
- Client may not themselves and/or may not encourage others to call listings with the deliberate intent of leaving negative feedback and/or negative ratings.
- Client agrees that each Operator must be a distinct individual with their own phone number.
- Client may not post or transmit anything via the Service which promotes any other service or third-party website.
- Client may not provide any services or advice which require professional licensing including but not limited to medical advice, legal advice, and financial advice.
- Client agrees not to use phone redirects, answering machines, answering services, or anything which would interfere with proper call connectivity while using the service. - Client may not create duplicate, frivolous, or misrepresentative listings.
- Client may have only one active account with the Service.
- Client agrees that their account will be terminated if they miss an excessive number of calls.
- Client acknowledges that calls made with the service may be monitored and/or recorded for quality and compliance with the agreement.
- Client agrees that their account will be terminated if they are directly responsible for incurring an excessive number of chargebacks.
- Client agrees that if they threaten the Service, by legal means or otherwise, their account will be terminated.
- Client may not use or copy any copyright or trademark material belonging to TalkSugar for use outside of the Service.
- Client agrees that TalkSugar may modify any Client account or listing as it sees fit.
Failure to follow these rules may result in withheld payment and termination of the Client account.

5. Spam
"Spam" generally involves the sending of unsolicited commercial e-mail. The use of Spam to promote a site receiving service hereunder is prohibited. Upon receipt of a verifiable complaint that Spam has been generated on behalf of a site receiving Service hereunder, TalkSugar reserves the right to withhold payment and suspend the Client's account.

6. Client Information
Client is responsible for providing information which is timely, complete, truthful, and not misleading. Client must provide a valid, working e-mail address and telephone number on enrollment. Client will notify TalkSugar of any changes of ownership, regulatory actions or financial conditions that could materially affect TalkSugar's rights under this Agreement.

7. Authority
Each party represents and warrants that it has the legal capacity and authority to enter into and perform its obligations under this Agreement and that those obligations shall be binding without the approval of any other person or entity. Each person signing this Agreement on behalf of a party represents and warrants that they have the legal capacity and authority to sign this Agreement on behalf of that party.

8. Confidentiality
TalkSugar Services and all information and documentation relating thereto, including the terms and conditions and prices of fees associated with this Agreement, shall be held in confidence by Client and may not be used by Client (other than for the furtherance of the purposes of the Agreement) nor disclosed to third parties without TalkSugar’s prior written consent. Notwithstanding anything in this Agreement to the contrary, either party may disclose to third parties the fact that Client is using TalkSugar services. Client recognizes that the services and documentation thereof contain the valuable, confidential and trade secret information of TalkSugar.

9. Taxes
The Client is fully responsible for and agrees to pay all taxes and other charges imposed by any government authority on the services provided under this Agreement and on any transactions processed pursuant to this Agreement.

10. Limitations of Liability
TALKSUGAR ASSUMES NO LIABILITY FOR DISRUPTIONS OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, VANDALISM, THEFT, PHONE SERVICE OUTAGES, INTERNET DISRUPTIONS, EXTREME OR SEVERE WEATHER CONDITIONS OR ANY OTHER CAUSES IN THE NATURE OF "ACTS OF GOD" OR FORCE MAJEURE. TALKSUGAR SHALL NOT BE RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING ANY LOSS OF PROFIT, REVENUE, SOFTWARE OR DATA, EVEN IF TALKSUGAR IS ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. IN ANY OTHER CASE(S), CLIENT AGREES THAT IT SHALL NOT BE ENTITLED TO RECOVER DAMAGES FROM TALKSUGAR WHICH EXCEED THE SUM OF THE SERVICE FEES PAID TO TALKSUGAR UNDER THIS AGREEMENT FOR THE ONE MONTH PRIOR TO THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES.

11. Disclaimer of Warranties
EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, TALKSUGAR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY TALKSUGAR SERVICES, RELATED PRODUCTS, SOFTWARE OR DOCUMENTATION. TALKSUGAR SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES; INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

12. Indemnification
Client agrees to indemnify and hold harmless TalkSugar, its employees, officers, agents, and directors from any and all fines, penalties, losses, claims, expenses (including attorney fees and allocable costs of in-house counsel), or other liabilities resulting from or in connection with this Agreement. TalkSugar assumes no liability of Client for failure to comply with this Agreement and any results caused by the acts, omissions or negligence of Client, sub-contractor or an agent of Client or an employee of any one to them, including, but not limited to, claims of third parties arising out of or resulting from or in connection with Client's products or services, messages, programs, caller contracts, promotions, advertising, infringement or any claim for libel or slander or for violation of copyright, trademark or other intellectual property rights.

13. Termination
TalkSugar reserves the right to modify or terminate the Service at any time.

14. Default
In the event Client defaults in any provision or fails to perform pursuant to this Agreement, TalkSugar shall be entitled to damages, costs and attorney's fees from Client.

15. Invalid or Non-enforceable Provisions
The invalidity or unenforceability of any provision of this Agreement, as so determined by a court of competent jurisdiction, shall not affect the other provisions hereof, and in any such occasion this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

16. Governing Law
This agreement is governed by the laws of the Province of Alberta. Client acknowledges and agrees that Alberta courts have jurisdiction over this agreement, that Alberta is an appropriate place for venue of any litigation, and that all litigation, to the extent possible, shall be in Alberta.

17. Captions
The captions in this Agreement are for convenience only and shall not be used in interpreting, construing, performing or enforcing this Agreement, except that the section entitled "Payment" shall be used to construe the manner in which TalkSugar is to receive its fees.

18. Amendments and Modifications
TalkSugar may amend this Agreement to take into account changes in law or regulations or industry mandates and to accommodate changes imposed on TalkSugar, and to make other changes deemed necessary by TalkSugar, provided that such changes do not materially alter the ongoing obligations of the parties, by sending Client a specimen of the changed Agreement, or making a specimen of the changed agreement available upon a web page located on the World Wide Web. Unless Client rejects the changed Agreement and terminates this Agreement by notice to TalkSugar in writing within fifteen (15) days after TalkSugar sends the changed Agreement, or makes said changed agreement available on the World Wide Web, the changed Agreement shall replace this Agreement and be in full force and effect.

19. Survival of Claims
Any claim against TalkSugar must be made within thirty (30) days of the event of the claim.

20. Entire Agreement
By accepting this Agreement, the Client or Client's authorized representative acknowledges that Client has read, understood, and accepted this Agreement, that this Agreement contains the entire agreement of the parties and that no other agreements, instruments or writings are in effect, and that Client assumes all obligations under this Agreement pertaining to the web sites described in this Agreement and its schedules.

21. Notices
Any and all notices to TalkSugar, or other communications under or with respect to this Agreement, shall be delivered via e-mail to:

22. Transfer and Assignment
Client may not sell, assign or transfer any of its rights or obligations under this Agreement without the prior written consent of TalkSugar.

23. Survival of Obligations
The rights and obligations of the parties hereunder which by their nature would continue beyond the termination or cancellation of this Agreement (including, without limitation, those relating to confidentiality, payment of charges and limitations of liability) shall survive any termination or cancellation of this Agreement.

24. Acceptance
By clicking "I Agree", "I Accept"; or by using or attempting to use the Service; Client agrees that Client has read, understands, and agrees to abide by this Agreement, and any documents incorporated by reference, and Client agrees that Client intends to form a legally binding contract; and that this Agreement constitutes "a writing signed by Client" under any applicable law or regulation. Any rights not expressly granted herein are reserved by TalkSugar.

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