Sun Pixies' Client Agreement
Last RevisedDec 23, 2016
Welcome to the Client Agreement. This is a legal agreement between you and Sun Pixies from Dixie, doing business as "Sunny of Sun Pixies from Dixie" and hereinafter referred to as "Sunny." If Sunny accepts your client call via landline, mobile, or electionic communucation device of any kins, you will become a "Client" having access to the Site and Advisor Services only under the policies, terms and conditions below.
YOU UNDERSTAND THAT BY CLICKING THE BUTTON TO CONTINUE ON THE CONTACT/CALL BUTTONS, BY USING THE SITE (AS DEFINED BELOW) AND ANY ADVISOR SERVICES (AS DEFINED BELOW) INCLUDING ANY CONTENT PROVIDED THEREIN, BY INITIATING ANY FORM OF COMMUNICATION WITH SUNNY, YOU ARE AGREEING TO BE BOUND BY THIS ClIENT AGREEMENT AND YOU ARE BOUND IN THE SAME WAY THAT A PAPER CONTRACT BINDS YOU. ALL USE OF THE SITE AND ADVISOR SERVICES IS SUBJECT TO THE TERMS OF THIS CLIENT AGREEMENT AND THE POLICIES, RULES, TERMS AND INSTRUCTIONS ON THE SITE OR INCORPORATED HEREIN ARE PART OF THIS CLIENT AGREEMENT. YOU MUST ACCEPT WITHOUT MODIFICATION ALL OF THE TERMS, CONDITIONS, POLICIES AND NOTICES REFERENCED IN THIS CLIENT AGREEMENT IN ORDER TO ACCESS AND USE THE SITE AND ADVISOR SERVICES. IF YOU DO NOT ACCEPT THIS CLIENT AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE OR ADVISOR SERVICES. IF YOU CONTINUE TO USE THE SITE OR ADVISOR SERVICES WITHOUT BEING IN AGREEMENT WITH THE TERMS, CONDITIONS, POLICIES, AND NOTICES REFERENCED IN THIS CLIENT AGREEMENT, YOUR ACTIVITIES ARE IN VIOLATION OF THIS AGREEMENT AND YOU MUST CESS AND DESIST FROM USE OF THIS SITE IMMEDIATELY. BY ILLEGALLY PARTICIPATING WITHOUT COMPLETE AGREEMENT, YOU FORFEIT ALL LEGAL CLAIMS.
For convenience, we will refer to aspects of the SunPixiesPals.com website, "Mail" (any email you send from your Client account to Sunny), "Chat" (any live chats conducted between you, the client and Sunny), phone services (including recordings or video chat posted by Sunny and services available through 1-800-ASK-KEEN and other numbers that Sunny maintains for access by Clients) and any other content therein as the "Site." We will refer to any advice, information, entertainment and other products or services you may receive from Sunny (in her role as Advisor or Counselor) or her services offered on Site as the "Advisor Services." All Clients, whether they provide or receive Advisor Services from Sunny, will be referred to as "Clients in Agreement" or "Clients in Violation."
1. Eligibility to use the Site and Advisor Services is limited.
The Site and Advisor 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. Without limiting the foregoing, the Site and Advisor Services are not available to Clients in violation of this contact. Also, you shall also not use this Site if your use is prohibited by the trade laws of the United States or any other country.
2. You consult with Advisors at your own risk.
(a) Sunny does not evaluate, provide, produce or control the Advisor Services, or information or exchanges between Clients, in any manner. Further, Sunny does not make editorial or managerial decisions concerning content of services. Nor will Sunny be held responsible for any Clients's failure to comply with laws or regulations concerning the content of services. Instead, Sunny acts as a technology communication service that allows Sunny and Clients to share advice, information and other products or services between themselves. Although Sunny helps her Clients connect with her, she does not monitor the advice exchanged, and, as a result, Sunny does not control, nor is she responsible for, the truth, accuracy, completeness, safety, timeliness, quality, appropriateness, legality or applicability of anything said or written by Clients or Sunny, including without limitation any information contained in Advisor listings or made available through this Site. The Site is not intended for use as a payment service to exchange goods. Sunny is not responsible for the use or exchange of any information, files or goods between Clietns and Sunny. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Site and Advisor Services, in evaluating the qualifications of, and statements made by Clietns or Sunny in listings or through the Client feedback system, and in disclosing personal information to Sunny or other Clients. Sunny prohibits disclosure of personal contact information to other Clients. If you do, you do so at your own risk. Placement of Sunny in a particular category does not mean that they are qualified in any such area or category. Sunny assumes no responsibility for monitoring any Client feedback or otherwise policing her Clients in any way. If you ever believe that a Client has violated the law or is defrauding, threatening or endangering anyone, Sunny urges you to immediately contact the police directly for help. In addition, Sunny prohibits MClients from using the Site or Advisor Services to solicit other Clients or Sunny to meet with them in person. If you do meet with other Clients, you do so at your own risk.
(c) If you have a dispute with another Client or Sunny, or suffer any harm arising out of or connected with any Advisor Services, you hereby waive all claims against and release Sunny (and its parents, subsidiaries, employees, officers, directors, shareholders, suppliers, joint venturers and agents) from any and all liability for claims, demands, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any Advisor Services or with regard to such disputes. If you are a California resident, you waive your rights under California Civil Code § 1542, which states, "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR" Residents of other states and jurisdictions waive their rights under analogous laws, statutes or regulations.
3. Sunny may modify this Client Agreement, or suspend or terminate your use of the Site, at any time without notice to you.
(a) Sunny reserves the right in her sole discretion and without notice to modify or discontinue the Site and/or modify the terms and conditions of this Client Agreement and incorporated rules and policies, and you agree to be bound by any such modifications. Any modifications will be effective immediately. Sunny may choose to notify you by email regarding significant modifications. Changes to the Payment Policy are effective after Sunny provides AClients with at least five (5) days' notice of the changes by emailing Clients or posting Notice on the site. If any modification is not acceptable to you, your only recourse is to cease using the Site and Advisor Services. By continuing to use the Site or any Advisor Services following any posting of a new Client Agreement or policies on the Site, you accept and agree to be bound by the new Client Agreement or policies.
(b) Without limiting other remedies, Sunny may at any time suspend or terminate your Clientship and refuse to provide access to the Site without reason or notice to you. In addition, Sunny may notify your bank and/or authorities or take any actions it deems appropriate without notice to you, (i) if Sunny suspects that you have failed to comply with any provision of this Client Agreement or any policies or rules established by Sunny; (ii) if Sunny is unable to verify or authenticate any billing or payment information you provide to Keen, Verified Call or Sunny; or (iii) if Sunny suspects that your actions may be illegal or cause liability, harm or disruption for you, other Clients, Sunny or the Site. You have the right to cancel your Clientship in Sunny by Cessing to use the Advisor Services immediately. Any suspension, termination or cancellation will not affect your obligation to pay any amounts due to Sunny, Keen or Verified Call.
4. Sunny, Keen or Verified Call's limited role.
Keen and Verified Call, each act only as an interface to facilitate communications initiated between Clients and Sunny and as a third party payment network. As an Client, you and Sunny, as Advisor are not an employee, agent or contractor of Keen or Verified Call, and you shall not represent that you are any of the foregoing. You are solely responsible for all equipment necessary to access and use the Site and Advisor Services, and for reporting and payment of all taxes associated with transactions through Keen or Verified Call. Keen and Verified Call accepts no responsibility for reporting to law enforcement agencies any threats made by Clietns to harm themselves or third parties or take any illegal action. Any such responsibility lies with the Client alone.
5. You are solely responsible for the use of your Client account and agree to the following fee and payment terms:
(a) The rates for Advisor Services are as set forth in the applicable Advisor listing. A "Conversation" refers to any live call or Chat. "Transaction" means any Conversation or pre-recorded call through the Site initiated using your password and Member account and any Mail response sent to your Mail account in response to a request for advice, information, entertainment services or other products or services from an Advisor who lists a fee for email responses (each a "Paid Mail"). You hereby authorize Keen or Verified Call, whichever is applicable, to collect fees for each Transaction by debiting your Client account immediately upon conclusion of each Transaction, regardless of quality or completeness. Fees for Conversations and pre-recorded calls are calculated based on the per-minute rate listed and the duration of the transaction. Keen and Verified Call reserves the right to offer, from time to time and subject to change at any time, promotions or special offers and may limit eligibility for promotional or special offers. Fees for recorded calls are determined based on the listed fee. Fees for Paid Mail are collected immediately upon acceptance of the Paid Mail, regardless of quality or completeness, by the receiving Client and are determined as set forth in the Advisor listings. You authorize Keen and/or Verified Call, whichever is applicable, directly or through third parties, to make any inquiries we consider necessary to validate your Client account. This may include ordering a credit report and performing other credit checks or otherwise verifying the information you provide.
(b) You agree not to allow non-Clients to use your Client account. You agree to maintain the confidentiality of your password and Client account information and to supervise all activities that occur under your Client name, password or Client account, including, but not limited to, any and all usage of the Site by other persons under your Client name and password. You agree that you will not permit, enable, introduce or facilitate (i) non-Clients to have access to or use of the Site or Advisor Services in any manner without first becoming Clients and (ii) simultaneous use of Advisor Services by others with you.
(d) Based on Client account use and other factors identified by Sunny, Keen or Verified Call in its sole discretion, Sunny, Keen or Verified Call may verify your credit, identity and/or other background information in order for you to continue using the Site. In such event, you agree to provide Sunny, Keen or Verified Call with additional information that may be requested; you consent to Sunny, Keen or Verified Call's disclosure of your personal information to third-party service providers in order to verify your credit, identity and/or other background information; and you authorize Sunny, Keen or Verified Call to obtain a consumer credit report or information from consumer credit reporting agencies and to verify your identity.
6. In using or accessing the Site or Advisor Services, you agree to comply with the following:
(a) You (as an Advisor providing Advisor Services) are solely responsible for the content provided and the content on listings created under your Member account.
(b) You (as a Client receiving Advisor Services) will not record or otherwise copy or store any live or pre-recorded voice call or Chat that you receive through the Site, including any Paid Mail. Notwithstanding the foregoing, Advisors may record and store their own pre-recorded voice calls (each, a "Recorded Listing" ) to Clients.
(c) You will not "frame," "mirror" or otherwise copy any portion of the Site without Sunny's express written authorization.
(d) You will not use the Site for any purpose that is, or depict any content that is, unlawful, fraudulent or contrary to this Client Agreement and the policies of Sunny, and you will cooperate fully with Sunny to investigate any suspected unlawful, fraudulent or improper activity, including but not limited to granting authorized Sunny representatives access to any password-protected portions of your Client account.
(e) You will not solicit or provide advice, directly or through writings, as to the value of securities or as to the advisability of investing in, purchasing or selling securities or any report or analysis concerning securities.
(f) You will conduct all for-fee communications that you have with other Clients only through the Site, and you will not circumvent or attempt to circumvent the Site using third-party payment or other services.
(g) You will not use the Site to conduct or transmit any unlawful, harassing, libelous, privacy invading, abusive, threatening, defamatory, vulgar, obscene, racist, harmful, or otherwise objectionable communications or material of any kind. You will respect the privacy of others and will not (i) attempt to obtain the personal contact information (including usernames and IDs on other communication platforms) of another Client or Sunny or (ii) divulge your personal contact information (including usernames and IDs on other communication platforms) to another Client or Sunny.
(h) You will not attempt to harm, disrupt or gain unauthorized access to the computer systems or networks associated with the Site or another Client's computer or device. (i) You will not attempt to obtain any information or materials relating to the Site through any means not intentionally made available through the Site.
(j) You will only use payment methods for which you are the authorized user. You will continue to provide true, accurate and complete payment registration information and will maintain as current and promptly update your personal contact information that you provide to Sunny, Keen or Verified Call. You will not use false identities or impersonate any other person or use a name that you are not authorized to use.
(k) You will not use the Site to request any product or services other than the services described in the Site, to provide any product or services related to, claiming success with or offering information regarding lottery numbers or for purposes of multi-level marketing proposals (for example, offering to help participants "get rich quickly," "lose weight now" or "make money surfing the Web").
(l) You will not transmit "junk mail," "spam," "chain letters" or unsolicited mass distribution of email or bulletin board postings or transmit any solicitation for employees, consultants, contractors or for participation on other websites.
(m) You will not use the Site to promote bonus items, giveaways, random drawings, prizes, contests or games of chance. Except during a Transaction or Conversation, Sunny has full discretion to adjust their per minute rates at any time.
(n) You will not take any actions which may undermine the Client referral system, or the Client feedback system used to solicit feedback from Clients, including without limitation leaving positive feedback for yourself or other Clients or Sunny, using secondary Client names or third parties or leaving negative feedback if Sunny fails to perform some action that is outside the scope of the services described in her listing.
(o) You will not create obscene, offensive, tasteless, defamatory or hateful Client names or content for transactions.
(p) You will adhere to all applicable laws and regulations governing your actions in connection with the Site.
(q) You will not encourage or instruct any other individual to do any of the foregoing or to violate any term of the Client Agreement.
7. As between the parties, Sunny shall retain all ownership in the Site including all URLs and any content created for or derived from the Site.
(a) Sunny shall own all right, title and interest in Advisor Services and the Site, its entire contents and functionality, including but not limited to, all methods, processes, content, formats, designs, URLs, buttons, information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, phone numbers, toll free numbers and number extensions together with all inventions, patents, copyrights, trademarks and other intellectual property rights and derivative works and improvements pertaining thereto. Except as noted below, you are not granted any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of Sunny or any third party.
(b) As a Client, you are granted a nonexclusive, nontransferable, revocable and limited license to access and use the Site and Advisor Services in accordance with this Client Agreement. Sunny may terminate this license at any time for any reason whatsoever. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Site or any portion thereof.
8. Client Account Maintenance Fee.
Keen and/or Verified Call may charge an Account Maintenance Fee for all Client accounts. However, if the Client uses the Client account to purchase advice, information, entertainment services or other products or services specifically through Keen, then for a period of twelve (12) months from the date of such use, Keen may but is not required to waive the Account Maintenance Fee for all active Client accounts.
9. Keen, Verified Call and Sunny disclaims any warranties or representations regarding the Site and Advisor Services.
THE SITE AND ANY ADVISOR SERVICES OR GOODS OBTAINED THROUGH THE SITE ARE PROVIDED "AS IS" WITH NO WARRANTY OF ANY KIND. SUNNY AND HER SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, ADVISOR SERVICES AND ALL COMMUNICATIONS BETWEEN CLIENTS AND SUNNY MADE THROUGH THE SITE, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN ADDITION, SUNNY MAKES NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF THE SITE WILL BE ERROR FREE. Some states do not allow the exclusion of warranty, so the above exclusions may not apply to you.
10. Sunny's liability for your access to and use of the Site and Advisor Services is limited and you are responsible for your use of the Site.
UNDER NO CIRCUMSTANCES WILL SUNNY OR HER PARENTS, SUBSIDIARIES, AGENTS OR SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE SITE OR ADVISOR SERVICES, WHETHER OR NOT SUNNY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUNNY AND HER PARENTS', SUBSIDIARIES', AGENTS' OR SUPPLIERS' AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (a) THE TOTAL FEES ACTUALLY EARNED BY KEEN AND/OR VERIFIED CALL FROM YOU (AFTER PAYMENTS TO SUNNY AND OTHER THIRD PARTIES) IN THE PREVIOUS TWELVE (12) MONTHS, AND (b) TWO HUNDRED DOLLARS ($200). SUNNY WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusions may not apply to you.
YOU FURTHER AGREE TO HOLD HARMLESS, DEFEND AND INDEMNIFY SUNNY, AND HER EMPLOYEES, PARENTS, SUBSIDIARIES, AGENTS AND REPRESENTATIVES, FROM AND AGAINST ANY LIABILITY ARISING FROM OR IN ANY WAY RELATED TO YOUR USE OF THE SITE OR PROVISION OF ADVISOR SERVICES, INCLUDING ANY LIABILITY OR EXPENSE ARISING FROM ALL CLAIMS, LOSSES, DAMAGES (ACTUAL AND CONSEQUENTIAL), SUITS, JUDGMENTS, LITIGATION COSTS AND ATTORNEYS' FEES, OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, FORESEEABLE AND UNFORSEEABLE, DISCLOSED AND UNDISCLOSED. In each case, Sunny will provide you with written notice of such claim, suit or action. Sunny shall have the right to withhold payments to you to offset liabilities and expenses covered hereunder.
11. Sunny prohibits the unauthorized use of copyrighted materials and trademarks.
You shall not use the Site or Advisor Services to transmit, route, provide connections to or store any material that infringes copyrighted works, trademarks, or otherwise violates or promotes the violation of the intellectual property rights of any third party.
"Sunny" and all related names, logos, product and service names, designs and slogans are trademarks of Keen or its affiliates or licensors. You must not use such marks without the prior written permission of Sunny. All other names, logos, product and service names, designs and slogans on the Site are the trademarks of their respective owners.
Sunny Copyright Policy:
We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Site infringe your copyright, you may request removal of those materials (or access to them) from the Site by submitting written notification to Sunny. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:
Your physical or electronic signature. Identification of the copyrighted work you believe has been infringed or, if the claim involves multiple works on the Site, a representative list of such works. Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.
A statement that the information in the written notice is accurate.
A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Our designated Copyright Agent to receive DMCA Notices is:
Copyright Agent c/o Sunny 451 Soi Tham Wa 2 Moo 5 Phetchaburi, Thailand 76000
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
It is our policy in appropriate circumstances to disable and/or terminate the Client accounts of Clients who are repeat copyright infringers.
12. Carrier Transactions and Charges.
Your dealings with any wireless, telecommunications, or other carrier ("Carrier") in connection with accessing the Site and the use or provision of Advisor Services, including payment for usage charges, participation in any promotions offered by any Carrier and/or any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the Carrier. Sunny is not responsible for any such Carrier dealings or promotions.
13. Links to Other Websites.
The Site may provide links to websites operated by third parties. Sunny is not responsible for the content, terms and conditions and/or privacy policies on such websites. If you decide to visit any linked website, you do so at your own risk. Sunny makes no warranties, either express or implied, concerning the content of any linked website, including the accuracy, completeness, reliability or suitability thereof for any particular purpose, nor does Sunny warrant that such website or content is free from any claims of copyright, trademark or other infringement or that such website of content is free from viruses or other contamination.
Any notice or other communication to be given hereunder will be in writing and given (a) by Sunny via facsimile, receipt confirmed, United States mail or email (in each case to the number or address that you provide), and (b) by you via email to email@example.com. The date of receipt shall be deemed the date on which such notice is transmitted in the case of facsimile or email, and five (5) days after receipt by the U.S. Postal Service in the case of United States mail.
15. No Assignment.
You shall not assign this Client Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Sunny, which shall be at its sole discretion. Any such purported assignment or delegation by you without the appropriate prior written consent of Sunny will be null and void and of no force or effect. Sunny may assign this Agreement or any rights hereunder without your consent.
16. Relationship of the Parties.
Notwithstanding any provision hereof, for all purposes of this Client Agreement each party shall be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and shall not bind nor attempt to bind the other to any contract.
Any controversy or claim arising out of or relating to this Client Agreement, the breach thereof or its subject matter shall be settled by binding arbitration in accordance with the consumer commercial arbitration rules of the American Arbitration Association. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Phetchaburi Thailand, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Notwithstanding anything to the contrary, Sunny, the Client, or any other party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
18. Electronic Records.
You consent to the use of (a) electronic means to complete this Client Agreement, to use the Site and Advisor Services and to provide you with any notices given pursuant to this MClient Agreement, and (b) electronic records to store information related to this Client Agreement or your use of the Site.
You can request a copy in paper form of this Client Agreement and any other records relating to this Client Agreement or your use of the Site by sending a written request to: Sunny, 451 Soi Tham Wa 2 Moo 5, Phetchaburi, Thailand, 76000. You understand and agree that this Client Agreement and any notices given pursuant to this Client Agreement are enforceable in electronic format.
If any provision of this Client Agreement is held to be invalid or unenforceable, such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions shall be enforced. Sunny's failure to act with respect to a breach by you or others does not waive Sunny's right to act with respect to subsequent or similar breaches. The failure of Sunny to exercise or enforce any right or provision of these terms and conditions shall not constitute a waiver of such right or provision. This Client Agreement and any dispute arising between you and Sunny shall be governed by and interpreted in accordance with the laws of the Nation of Thailand. You agree that this Client Agreement and the Client rules and restrictions and policies contained herein, and Sunny's enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and Sunny. This Client Agreement together with the rules and policies of Sunny constitutes the entire agreement between Sunny and you with respect to the subject matter hereof.