IMPORTANT: READ THESE TERMS CAREFULLY BEFORE CLICKING THE “I AGREE” BUTTON. BY CLICKING THE “I AGREE” BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, THAT YOU ACCEPT THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO ALL THE TERMS IN THIS AGREEMENT, YOU SHOULD NOT CLICK THE “I AGREE” BUTTON.

1. THE PARTIES TO THIS AGREEMENT

This binding agreement (referred to herein as “Agreement”) is between LetzDoDinner, LLC (d/b/a LetzDoDinner.com), a limited liability company organized and existing under the laws of Delaware (referred to herein as “Company”, “us”, “we” and “our”), and the customer (referred to herein as “you”, “your”, “Subscriber”, and “Member”).

2. BINDING AGREEMENT

You are entering into and agree to be bound by the terms of this Agreement. Your agreement is evidenced (i) by clicking the “I Agree” button below (or similar button), or (ii) by accessing or using the LetzDoDinner.com website (the “Website”), or (iii) by registering as a member of the Website and making use of the Website service (the “Service”). Please understand that this Agreement is a legally binding agreement between you and Company, and it contains important rights, duties and restrictions. If you do not agree to all of the terms in this Agreement and all of the terms incorporated by reference herein via referenced documents, website terms, URL links or otherwise, you should not click the “I Agree” button (or similar button). If you have any questions, contact customer support at ______ or any other method provided on the “Contact Us” page of our site.

3. MEMBERSHIP AND SUBSCRIPTION

(a) Eligibility. You must be at least eighteen (18) years of age and single or separated from your spouse to register for the Service. By registering for the Service, you certify that you are at least eighteen (18) years of age and single or separated from your spouse. Membership in the Service is void where prohibited.
(b) Subscription Required. Membership in the Service is subscription-based.
(c) Recurring Billing. If you register for a monthly subscription to the Service, your subscription will renew automatically on a month-to-month basis and we will automatically charge your account each month on the anniversary date of the initial billing for the duration of your membership. If you register for a longer subscription period, at the conclusion of your initial subscription period, you will be automatically renewed for a monthly subscription (on the anniversary date of the initial billing). In all instances you will NOT be notified of the recurring billing charges prior to the charging of their account.
(d) Cancellation. Your subscription will renew automatically and you will continue to be billed on a recurring basis unless and until you cancel your subscription in accordance with the procedure described in the HELP section, which can be accessed on the top right corner of each page on this Website.
(e) Billing Information. For purposes of billing, identification, and future communications, you must provide Company with all information requested by Company at the time you submit your subscription order. Without limitation, you must provide your full legal name, address, telephone number(s), email address, and applicable payment data (e.g., a credit card number and expiration date). It is your responsibility to keep such information accurate, current, and complete. To update your billing and payment information, _____________. Failure to promptly provide Company with updated billing information could result in the suspension or termination of your subscription.
(f) Subscription Fees. You agree to pay all subscription and membership fees. Subscription and membership fees will be as published by the Company from time to time or otherwise quoted to you in writing (electronically or otherwise). Subscription and membership fees are subject to change from time to time at the Company’s sole discretion. The Company may establish or change subscription and membership fees for any renewal month by specifying such fees via one or more of the Subscriber Notification Methods (as listed below) in advance of the applicable renewal month.
(g) Payment. All subscription and membership fees will be billed to the credit card that you designate during registration (or such other credit card as you may designate from time to time). You hereby authorize Company to debit your credit card for any and all amounts owed by you hereunder, and you will keep such credit card as you register with Company for this purpose in effect and in good standing and with available open credit sufficient to cover any such amounts arising under this Agreement. If for any reason the credit card that Company has on file for you becomes, in Company’s understanding or judgment, cancelled, invalid, insufficient, non-authorized, frozen, unavailable, unreliable or for any reason unusable or ineffective for prompt payment to Company, then you will immediately provide Company with a replacement credit card and related information; all authorizations hereunder will apply to any such replacement credit card(s). In addition, if Company requests that you provide a back-up credit card, then you will immediately provide Company with a back-up credit card and related information; all authorizations hereunder will apply to any such back-up credit card(s) and Company may debit the primary or any back-up credit card in its discretion, to the extent necessary to satisfy such amounts as are then due from you under this Agreement. Failure to provide Company with a replacement or back-up credit card upon request could result in the suspension or termination of your subscription and membership in the Service. You hereby authorize Company, its affiliates, contractors and service providers to have access to, use, store and communicate your credit card information, contact information and all other data identifying or pertaining to you but only insofar as is reasonably related to the performance, enforcement or administration of this Agreement or your subscription and membership in the Service. Company reserves the right to invoice, bill or otherwise request or demand payment from you in any other lawful method, in which case you will make payment of such invoice, bill or other demand or request as soon as possible but in no event later than within ten (10) business days after your receipt of same. You are responsible for and shall immediately reimburse us for (if we have paid same) all chargebacks, penalties and other related charges, assessments and costs asserted by any credit card company, bank, payment processor or other organization involved in the payment process (each, a “CC Assessment”) unless the sole cause of the CC Assessment was Company’s breach of this Agreement or violation of applicable law.
(h) Late Payments. At Company’s discretion, past due subscription and membership fees are subject to a late-payment service charge at the rate of 1.5% per month, or the maximum permitted by law, whichever is less. You shall be responsible for all expenses (including, without limitation, reasonable attorneys’ fees) incurred by Company in connection with the collection of any past due subscription and membership fees. You are responsible for, and agree to reimburse Company for any payment by it of, any and all taxes of any kind or nature (including, without limitation, value-added, sales, use, excise, license, services and like taxes), and all penalties, interest or other assessments relating thereto, arising from this Agreement (excepting taxes based on Company’s income).
(i) Refunds. We have a NO REFUND POLICY regarding subscriptions to the Service. All costs, charges and fees for the Service are final and not refundable under any circumstances. Once a payment has been received, no refunds will be issued even if cancellation or termination of your membership or subscription occurs prior to the end of the subscription period.
(j) Subscriber Notification Methods. The “Subscriber Notification Methods” include (i) a posting to the Website, (ii) the sending of an email message to you (at the last known email address we have on file for you), or (iii) any other reasonable method of notifying you, either orally or in writing (electronic or otherwise). Company will not be responsible for any transmission failure or delay due to devices or programs within your system, such as spam filters or junk email folders. You are fully responsible for checking your junk email folder on a regular basis and setting your spam filters at a level that will not prevent your receipt of Company emails.
(k) Test Profiles. From time to time, we may need to create a small number of "Test" dating site profiles for the sole purpose of testing the functionality of our service and website processes to ensure quality of service for our subscribers.

4. USER NAMES AND PASSWORDS

You will be required to choose (or, at Company’s discretion, you will be assigned) a user name and password for the Website and the Service. You are solely responsible for maintaining the confidentiality and security of your user name and password, and for all activities that occur under your user name and password. You must notify Company immediately if you become aware of any unauthorized use of your user name or password, or if you become aware of any other breach of security regarding the Website or the Service. Company will not be liable for any loss or damage that you may incur as a result of someone else using your user name or password, either with or without your knowledge, and you agree to indemnify and hold harmless Company from and against any and all losses it may suffer as a result of such unauthorized use. Company is entitled to assume that anyone who provides your user name and password is you or is acting as your agent or otherwise on your behalf and with your full consent. You authorize Company to deal openly and fully with any person who provides your user name and password.

5. TERM; SUSPENSION; TERMINATION

(a) Term. This Agreement will remain in effect unless or until terminated in accordance with the terms of this Agreement.
(b) Company’s Right to Suspend or Terminate. If Company believes, in its sole discretion, that you have breached, violated or otherwise failed to comply with any term or condition in this Agreement, or if you fail to pay any subscription or membership fees when they become due, or in the event your selected payment method declines or expires for any reason or you fail to provide a replacement or back-up credit card upon request, Company may (i) suspend your access to and use of the Website and/or the Service until such time as Company believes, in its sole discretion, that you have cured such violation or that a violation did not occur, or (ii) terminate your membership in the Service immediately and without notice, or do so after a period of suspension if the problem has not been satisfactorily cured or otherwise satisfactorily addressed during that period. During any such period of suspension, and also in the event of any such termination, you shall not be entitled to a refund or abatement of any subscription or membership fees. Company may also terminate your membership in the Service for any reason or for no reason at the conclusion of any subscription period by notifying you via one or more of the Subscriber Notification Methods. Company also reserves the right to terminate or suspend your membership in the Service or otherwise limit your access to or use of the Website, with or without notice, if in its sole discretion it determines doing so is or could be necessary, useful, prudent or helpful in connection to responding to, investigating, redressing, dealing with or otherwise addressing any actual, alleged, suspected or reasonably possible violation of law, harassment or incitement of others, mischief, inappropriate behavior, misconduct, use of profanity, breach of this Agreement, infringement of rights (of Company or others), breach of obligations to others or like circumstances.
(c) Deletion of Account Information. If your membership is suspended, cancelled or terminated for any reason, all of your account information will be permanently deleted from Company’s database. Company will not be responsible for any damages resulting from the loss of your account information.

6. MEMBER SERVICE

We provide assistance and guidance through our member care representatives. You may contact us at anytime with any questions or concerns that you may have by any method provided on the “Contact Us” page of our site. We will endeavor to provide you with a response in a timely manner. When communicating with our member care representatives, you may not be abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive, or otherwise behave inappropriately. If we feel that your behavior towards any of our member care representatives or other employees is at any time threatening or offensive, we reserve the right to immediately terminate your membership in the Service.

7. CONTENT

(a) Content Made Available by You. You recognize that you are solely responsible for the content you make available by means of the Service, including, without limitation, by posting on the Website or transmitting to other members. Company has the right to monitor the content which you or other users make available by means of the Service, but shall have no obligation to do so. You agree that if Company in its sole discretion deems any content made available by you to be unlawful, fraudulent, unacceptable, offensive, obscene or otherwise objectionable, Company has the right, but not the obligation, to remove or deny access to such content. You expressly agree that Company shall not be liable to you for any action Company takes to remove or restrict access to such material, nor for any action taken to restrict access to material posted in violation of any law, regulation or rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on libel, slander and invasion of privacy. Company has the right to take all reasonable actions to remove or restrict access to any such material, including restriction, suspension or termination of your access privileges and/or deletion of the objectionable material.
(b) Proprietary Materials. Material accessible to you through the Website and/or the Service may be the subject of intellectual property rights, including, without limitation, patents, copyrights, trademarks and trade secrets. Except as expressly permitted by the owner of such rights, you may not reproduce, redistribute, retransmit, publish or otherwise transfer, or commercially exploit, any such material. By making content available by means of the Service, you are granting to Company a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such content, in all media now known or hereafter developed. You hereby waive all rights to any claim against Company for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with such content.
(c) No Expectation of Privacy. You acknowledge that transmissions made by means of the Service are not confidential and that your communications may be read or intercepted by others. You acknowledge that by transmitting materials by means of the Service, no confidential, fiduciary, contractually implied or other relationship is created between you and Company.
(d) Reliance by You. Company does not represent or endorse the accuracy or reliability of any advice, opinion, statement or other information or content displayed or distributed through the Service or the Website. You acknowledge that any reliance upon any such opinion, advice, statement or other information shall be at your sole risk.
(e) Third Party Links. The Website contains links and pointers to other related Internet sites, resources, and sponsors of the Website and the Service. Links to and from the Website to other third party sites, maintained by third parties, do not constitute an endorsement by Company of any third party resources or their contents.
(f) Foreign Languages. The Website and the Service are accessible via the Internet and therefore available throughout the world. We are not responsible for translation of languages, so we require all user content and materials to be posted in English. User content and materials in languages other than English may be deleted and repeated occurrences of posting content and materials in foreign languages may result in suspension or termination of your membership in the Service.

8. PROHIBITED USES

You expressly agree not to use the Service in a manner that is prohibited by any law or regulation, or to facilitate the violation of any law or regulation. You acknowledge that prohibited conduct includes, but is not limited to, use of the Service to invade the privacy of third parties, impersonation of Company personnel or other parties or entities, transmitting abusive, profane, libelous, slanderous, threatening or otherwise harassing material via the Service, the Website, e-mail, or communications with other members. You also agree not to use the Service to (i) solicit other members to patronize services; (ii) violate the security of the Service; or (iii) attempt to utilize another user's account name or persona without authorization from that user.

You agree not to use the Service or any Company electronic mail address in connection with the sending of the same or substantially similar unsolicited electronic mail message, whether commercial or not, to a large number of recipients. You agree not to send unsolicited mass mailings from another service which in any way implicates the use of the Service, Company equipment or any Company electronic mail address. For purposes of this provision, merely making one's email address accessible to the public shall not constitute a request or invitation to receive messages. You also agree not to collect the electronic mail addresses of other members by any means for the purpose of sending unsolicited mail messages. For each violation by you of this provision, you agree to pay Company damages to compensate for the lost goodwill such a violation causes, but, where warranted, such as in the case of an accidental transmission, Company may waive all or part of any applicable charge. Payment by you under this provision shall not prevent Company from seeking to obtain other legal remedies against you, including other damages or an injunction.

9. WARRANTY AND INDEMNIFICATION

You represent and warrant to Company that you will not transmit by means of the Service any materials of any kind which (i) violate, plagiarize, or infringe on the intellectual property or contractual rights of any third party; (ii) are exported in violation of any law, rule, or regulation governing exports from the United States; (iii) contain libelous, defamatory, obscene, pornographic, abusive or otherwise unlawful material; (iv) contain software viruses or any other malicious code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. You further represent and warrant to Company that your use of the Service will at all times comply with all applicable laws, rules, and regulations. You hereby agree to indemnify, defend and hold harmless Company and its employees, licensors, independent contractors, providers, subsidiaries and affiliates from and against any and all liability and costs incurred in connection with any claim arising out of your use of the Service in violation of this Agreement, or any breach by you of the foregoing representations, warranties and covenants, including, without limitation, attorneys' fees and costs. You shall cooperate as fully as reasonably required in the defense of any claim. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Company.

10. DISCLAIMERS

(a) DISCLAIMER OF WARRANTY. THE WEBSITE AND THE SERVICE (INCLUDING ALL CONTENT, FUNCTIONS, MATERIALS AND INFORMATION ACCESSED BY ANY MEANS THEREOF) ARE PROVIDED AS IS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES OF NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY MAKES NO WARRANTIES AND SHALL NOT BE LIABLE FOR THE USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY INTERRUPTION OF OR ERROR IN THE SERVICE UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, COMPANY’S NEGLIGENCE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY SHALL NOT BE LIABLE FOR THE USE OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.
(b) DISCLAIMER OF RISK. COMPANY DISCLAIMS ANY AND ALL LIABILITY FOR THE RISKS ASSOCIATED WITH ANY ONLINE OR OFFLINE INTERACTIONS BY YOU WITH OTHERS AND IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OR MEMBER OF THE WEBSITE OR THE SERVICE. YOU AGREE TO TAKE ALL NECESSARY PRECAUTIONS WHEN MEETING INDIVIDUALS THROUGH THE SERVICE. YOU UNDERSTAND THAT COMPANY DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS MEMBERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS MEMBERS. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, BODILY INJURY OR EMOTIONAL DISTRESS RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER MEMBERS OF THE SERVICE OR PEOPLE YOU MEET THROUGH THE SERVICE. (c) NO GUARANTEE OF RESULTS. COMPANY MAKES NO GUARANTEES REGARDING THE RESULTS OF YOUR USE OF THE SERVICE OR YOUR ULTIMATE COMPATIBILITY WITH INDIVIDUALS YOU MEET THROUGH THE SERVICE. YOU FURTHER ACKNOWLEDGE THAT COMPANY IS NOT RESPONSIBLE FOR ARRANGING MEETINGS BETWEEN YOU AND OTHER MEMBERS OF THE SERVICE. IT IS SOLELY UP TO YOU TO ARRANGE THE LOCATION AND TIME OF ANY SUCH MEETINGS.

11. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP.

12. MODIFICATIONS TO AGREEMENT

Company has the right to modify this Agreement at any time. Any modification is effective immediately upon either a posting on the Company’s Website or upon notice by electronic mail or U.S. mail. Your continued use of the Service following notice of any modification to this Agreement shall be conclusively deemed an acceptance of all such modification(s). Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of Company in providing the Service, including, without limitation, (i) any change in the content of the Service, or (ii) any change in the amount or type of subscription and membership fees, is to terminate your membership in the Service in accordance with the procedure described in the HELP section, which can be accessed on the top right corner of each page on this Website.

13. GENERAL This Agreement constitutes the entire agreement between you and Company with respect to the Service and your use of the Website and supersedes all prior agreements between you and Company. Failure by Company to enforce any provision of this Agreement shall not be construed as a waiver of any provision or right. Interpretation and enforcement of this Agreement shall be governed by the laws of the state of North Carolina (excluding its choice of law rules). You consent to personal jurisdiction in the federal and state courts of Mecklenburg County, North Carolina for any action arising out of or relating to your use of the Service and/or the Website. The federal and state courts of Mecklenburg County, North Carolina shall have exclusive jurisdiction over all such actions. In the event that any portion of this Agreement is held unenforceable, the unenforceable portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions shall remain in full force and effect.