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IMPORTANT LEGAL NOTICE.

PLEASE READ THE FOLLOWING TERMS OF USE (“TERMS”) CAREFULLY. THESE TERMS GOVERN YOUR USE OF THIS WEBSITE AND THE SERVICES OFFERED THROUGH THE WEBSITE. THESE TERMS SET FORTH A BINDING AGREEMENT BETWEEN YOU AND GMCI INTERNET OPERATIONS, INC.

YOU MUST BE AT LEAST 18 YEARS OLD AND THE AGE OF MAJORITY AND LEGAL CONSENT IN THE JURISDICTION IN WHICH YOU LIVE OR RESIDE TO AGREE TO THESE TERMS.

  1. Acceptance of Terms of Use. These Terms of Use ("Terms") constitute a binding agreement between you and GMCI Internet Operations, Inc. ("GMCI Internet Operations, Inc.," "we," "us" or "our"), a subsidiary of FriendFinder Networks Inc., and govern your use of GMCI Internet Operations, Inc.'s Penthouse.com ("Website") and the content, products and services offered through the Website (collectively with the Website, the "Services"). By accessing, viewing or using any Services, you represent and warrant that you are at least 18 years old and the age of majority and legal consent in the jurisdiction in which you live or reside, and you agree to be bound by and subject to these Terms. If you do not agree to these Terms, you should not check or click on, or otherwise agree to, these Terms, and you should immediately leave this page and not access or use the Website or any other Services. Upon our request, you agree to sign a non-electronic version of these Terms.

  2. Changes to Terms of Use and Services. THESE TERMS MAY BE AMENDED OR CHANGED BY US IN OUR DISCRETION, WITH OR WITHOUT NOTICE, AT ANY TIME. We indicate at the top of the page when these Terms were last updated. Your continued access or use of the Website or any other Services following such changes will be deemed acceptance of such changes. In addition, we reserve the right to modify or cease providing all or any portion of the Services at any time, with or without notice. Be sure to return to this page periodically to ensure familiarity with the most current version of these Terms.

  3. Privacy Policy. We are committed to protecting the privacy of the personal information you provide to us through the Website. Any personal information submitted through the Website by you is subject to our Privacy Policy, which is incorporated herein by reference. PLEASE REVIEW OUR PRIVACY POLICY TO UNDERSTAND OUR PRACTICES WITH RESPECT TO YOUR PERSONAL INFORMATION. We do not knowingly collect personal information from persons under the age of 18. The date of the last update to our Privacy Policy will be noted at the top of our Privacy Policy.

  4. Account. In order to participate in or receive certain Services, you will be required to create an account with us ("Account"), and you may be subject to additional contractual terms and conditions applicable to such Services ("Additional Terms"), which Additional Terms will be accessible to you on the Website or presented to you as Additional Terms when you sign up for or access such Services. Any such Additional Terms shall be incorporated into and form a part of these Terms. Your Account is for your individual, personal use only, and you may not authorize others to use your Account for any purpose. In creating your Account, you certify that all information you provide is complete and accurate. You agree to update your information when required or requested, and you further agree not to use another person's account without permission. You are responsible for maintaining the confidentiality of, and restricting access to, your Account and password, and you agree to accept sole responsibility for all activities that occur under your Account or password. You agree to contact our customer service department immediately of any breach of security or unauthorized use of your Account or any violation of these Terms by others of which you are aware. You agree that we shall have no liability for any losses, damages, liabilities or expenses you may incur due to any unauthorized use of your Account, and you agree to indemnify us and hold us harmless for any such unauthorized use. We reserve the right to create accounts for quality control and administrative purposes. Such accounts may be publicly viewable.

  5. Use of Services; Assumption of Risk. The Services may not be accessed or used where prohibited by law. You understand that by accessing or using the Services, you may encounter content that may be deemed sexually explicit, mature, offensive, indecent or objectionable, which content may or may not be identified as having explicit language or adult themes, and which in certain circumstances may be due to your interactions with other users or members in the course of accessing or using the Services. In addition certain content and materials available on or through the Services are inappropriate for viewing by minors or by persons who do not wish to be exposed to sexually explicit material. Commercially available parental control protections (such as computer hardware, software or filtering services) may assist you in limiting access to material that is sexually explicit or harmful to minors. If you are interested in learning more about these protections, information is available at www.cybersitter.com, www.netnanny.com or other analogous sites providing information on such protections. The preceding links are provided for information purposes only and not intended to act as an endorsement of these entities, their services or policies and we are not affiliated with them. YOU FULLY ASSUME ALL RISK OF LOSS AND RISK OF PERSONAL HARM ARISING OUT OF YOUR USE OF THE SERVICES, including but not limited to, any online or offline communications and personal interactions with others (such as dating). It is your responsibility to take all advisable and necessary precautions when interacting with individuals you meet or come into contact with through the Services.

  6. Your Additional Representations and Warranties. You further represent and warrant to us, under penalty of perjury, as follows:

    (a)   You will not provide or permit access or use of the Services, or your Account, by any minors;

    (b)   Your Account information is current, complete and accurate and you will promptly update all information to keep your Account and billing information complete and accurate upon any change (such as change of billing address, credit card number or expiration date);

    (c)   You have not and will not access or use the Services from any place or jurisdiction where such use is prohibited or contrary to applicable laws, rules, regulations, ordinances, edicts or customs, and you are not a national or resident of any country which the United States has (i) embargoed goods; (ii) identified as a "Specially Designated National"; or (iii) placed on the Commerce Department's Table of Deny Orders;

    (d)   Your use of the Services is and will be in compliance with all applicable laws, rules, regulations, ordinances, edicts or customs;

    (e)   You understand that when you gain access to the Services, you will be exposed to visual images, verbal descriptions and audio sounds and other content of a sexually oriented, and explicitly erotic nature, which may include graphic visual depictions and descriptions of nudity and sexual activity. You are voluntarily choosing to do so, because you want to view, read and/or hear the various materials and content which are available, for your own personal enjoyment, information and/or education. Your choice is a manifestation of your interest in sexual matters which, you believe, is both healthy and normal and which, in your experience, is generally shared by average adults in your community. You further represent and warrant that you are familiar with the standards in your community regarding the acceptance of such sexually-oriented and explicit materials and the materials you expect to encounter are within those standards. In your judgment, the average adult in your community accepts the consumption of such materials by willing adults in circumstances such as this which offer reasonable insulation from the materials for minors and unwilling adults, and will not find such materials to appeal to a prurient interest or to be patently offensive;

    (f)   You have not notified any governmental agency, including the U.S. postal service, that you do not wish to receive sexually oriented material; and

    (g)   If you establish an Account, you (i) have never been convicted of a felony; and (ii) are not required to register as a sex offender with any government entity or agency.

    (h) You will not use any robot, spider, scraper or other automated measures to (i) access or use the Services, (ii) circumvent any technical measures we use to provide the Services, (iii) cause harm to us or our affiliated entities, (iv) manipulate the results or outcome of any contest, game, program, or promotion that awards Promotional Credits (defined below).

    PLEASE NOTE THAT WE DO NOT CONDUCT CRIMINAL BACKGROUND SCREENINGS ON OUR USERS OR MEMBERS.

  7. Third Party Links and Pages; Reliance on Content and Advice.

    (a)   The Services may include hyperlinks or banner ads to third-party websites, content and/or resources ("Resources"). You acknowledge and agree that we have no control over and are not responsible for the availability of any such Resources, and we do not endorse any advertising, products or other materials on or available from such Resources. Because we cannot control the activities of such Resources, we cannot accept responsibility for any use of your personal information by such third parties, and we cannot guarantee that they will adhere to the same privacy and security practices as us. If you visit or link to a Resource, you should consult that Resource's privacy policy before providing any personal information. You agree that we shall have no liability for any losses, damages, liabilities or expenses you may incur due to your use of such Resources, and you agree to indemnify us and hold us harmless for any such use.

    (b)   Opinions, advice, statements, offers, or other information or content made available through the Services are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. We do not: (i) guarantee the accuracy, completeness, or usefulness of any information through the Services, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears through the Services. Under no circumstances will we or our affiliated entities be responsible for any loss or damage resulting from your reliance on information or other content posted through the Services or transmitted to or by any of our users or members.

  8. Proprietary Rights. The content provided through the Services, including but not limited to, the text, data, software, manuscripts, graphics, photographs, music, sounds, videos, interactive features, blogs, posts, feedback, messages, tags and other materials (collectively, "Content") and the trademarks, service marks and logos contained therein ("Marks") are owned by or licensed to us, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. All Content is provided to you solely for your information and personal, non-commercial use. You agree to not engage in the use, copying, or distribution of any Content other than as expressly permitted herein. 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 circumvent, disable or otherwise interfere with security related features of the Services or features that prevent or restrict use or copying of any Content or enforce limitations on the use of the Services or Content. We or our licensors retain all intellectual and proprietary rights in and to the Services and Content, except as expressly provided herein. No right is granted to you herein to use any Marks.

  9. Content Provided "AS IS"; Access to Content. You understand that Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. We do not control this Content and do not guarantee its accuracy, integrity or quality. All such Content is provided "AS IS" without representation or warranty of any kind. Under no circumstances shall we be liable to you in any way for any Content, including but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content. We claim immunity from liability to the fullest extent permitted by law, and as further provided under the Communications Decency Act, for any Content provided by third parties. Neither our actions nor any provision in these Terms is intended to waive, remove or usurp such immunity.

  10. Noncommercial Use. The Services are made available for your personal, noncommercial use. You will not advertise or solicit any user or member to buy or sell any products or services through the Services. You may not transmit any chain letters, junk or spam e-mail to other users or members. Further, you will not use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any user or member without their prior express consent. If you breach the terms of this subsection and/or send or post unsolicited bulk email, "spam" or other unsolicited communications of any kind through the Services, we reserve all rights, claims and causes of action we may have, statutory or otherwise, including but not limited to, the right to seek statutory penalties for each such unsolicited communication you send through the Services.

  11. Personal Communications and License to Your Content; Right to Block or Remove Content.

    (a)   You acknowledge and agree that your communications with other users or members via chats, conferences, bulletin boards, blogs, posts and any other publicly accessible avenues of communication through the Services are public and not private communications. Therefore, we strongly encourage you to use caution before disclosing any personal information about yourself in your public communications. We are not responsible for information that you choose to communicate to other users or members, or for the actions of other users or members, and you agree to indemnify us and hold us harmless from any losses, liabilities, damages or expenses you may incur due to such communications or actions. Except as provided in our Privacy Policy, once you post, send or otherwise make publicly available any Content through the Services ("Personal Content"), you expressly grant us, and hereby represent that you have the right to grant us, a perpetual, irrevocable, world-wide, assignable, sub-licensable, and transferable right and license to quote, re-post, use, copy, reproduce, modify, create derivative works of, incorporate into other works, distribute, transmit, broadcast, communicate, publicly display, publicly perform and otherwise exploit such Content in any form or media, anywhere, and without any notice or compensation to you of any kind. You hereby grant us all consents, rights and clearances to enable us to use such Personal Content for such purposes. Personal Content may be searchable by, and you may be able to view and search Personal Content on, different websites (i.e., different URLs in the form of "co-brands" or "private labels") operated by us or our affiliated entities. Personal Content may also be searchable by third-party search engines, such as google, yahoo and bing.

    (b)   We reserve the right, but not the obligation, to refuse to transmit or post, and to disclose, block or remove any Content, including but not limited to, Personal Content, in whole or in part, that we, in our discretion, deem to be in violation of these Terms or otherwise harmful to persons using the Services, regardless of whether this material or its dissemination is unlawful. We retain the right, but not the obligation, to monitor all transmissions and postings of Personal Content and other materials from time to time to investigate or prevent violations of these Terms. In addition, we may also take reasonable steps, including the limiting or filtering of the number of emails, chat messages or posts sent or received by a user or member.

  12. Your Conduct. You further agree not to use the Services to:

    (a)   upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

    (b)   harm minors in any way or commit abuse;

    (c)   impersonate or misrepresent your affiliation with, including acting as an employee of, us or our affiliated entities;

    (d)   forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;

    (e)   upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

    (f)   upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person;

    (g)   upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "affiliate marketing codes," "link referral code," or any other form of commercial solicitation;

    (h)   upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, networks or telecommunications equipment;

    (i)   disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users or members of the Services are able to type, or otherwise act in a manner that negatively affects other users' or members' ability to engage in real-time exchanges;

    (j)   interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services, including using any device, software or routine to bypass our robot exclusion headers;

    (k)   violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, but not limited to, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

    (l)   provide material support or resources (or conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;

    (m)   "stalk" or otherwise harass another person or user or member;

    (n)   collect or store personal data about other users or members without their consent (including, but not limited to, through the use of scripts, bots or web crawlers) or upload, post, email, transmit, chat or otherwise disclose other users' or members' private information; or

    (o)   disclose any telephone numbers, street addresses, last names, URLs or email addresses in any user or member profile that you create.

    PLEASE REPORT ANY VIOLATIONS OF THIS SECTION OR THESE TERMS TO OUR REPORT CUSTOMER SERVICE DEPARTMENT.

  13. Member Interactions and Disputes.

    (a)   YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS AND MEMBERS OF THE WEBSITE AND SERVICES. YOU UNDERSTAND AND AGREE THAT WE HAVE NO OBLIGATION TO SCREEN OUR USERS OR MEMBERS; INQUIRE INTO THE BACKGROUNDS OF OUR USERS OR MEMBERS; OR ATTEMPT TO VERIFY THE STATEMENTS OF OUR USERS OR MEMBERS. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OR MEMBERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OR MEMBERS. IF YOU FIND OTHER USERS' OR MEMBERS' INFORMATION TO BE OFFENSIVE, HARMFUL, INACCURATE AND/OR DECEPTIVE, PLEASE CONTACT OUR CUSTOMER SERVICE DEPARTMENT. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS OR MEMBERS OR TO TERMINATE OR BLOCK YOU AND OTHER USERS OR MEMBERS FOR VIOLATIONS OF THESE TERMS. PLEASE ALSO USE CAUTION, COMMON SENSE, AND SAFETY WHEN USING THE SERVICES TO INTERACT WITH OTHER USERS AND MEMBERS. We further reserve the right, but have no obligation, to conduct any credit, criminal or other background checks using publicly available records, at any time, to confirm your compliance with these Terms.

    (b)   In the event that you have a dispute with one or more other users or members, you hereby release us, our parent, subsidiaries and affiliated entities, and ours and their shareholders, directors, officers, employees, agents, successors and assigns from any and all claims, demands, damages (actual and consequential), losses and liabilities of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes. If you are a California resident, you waive California Civil Code Section 1542, 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."

  14. Subscription, Usage and Foreign Transaction Fees; Promotional Credits.

    (a)   Subscription Fees. Certain Services are subject to subscription fees ("Subscription Fees"). These Subscription Fees are provided to you upon registration and may change from time to time. Unless otherwise indicated, Subscriptions Fees cover an initial period, for which there is a one time charge, followed by recurring periodic charges for subsequent periods as agreed to by you upon registration. You acknowledge that your subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (CONFIRMED IN WRITING AT OUR REQUEST) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES APPLIED BEFORE WE CAN REASONABLY ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD FOR SUBSCRIPTIONS, GO TO THE BILLING HISTORY PAGE.

    (b)   Other Fees. Certain other Services may require you to make one-time payments or prepay certain amounts for credits, tokens, digital items or goods which may be redeemed solely for specified Services ("Credits"). Credits, as well as unused balances as described in Section 14(c), may not be redeemed for cash and may not be returned or forfeited for a cash refund, except as may be required by applicable law. In addition, Credits and unused balances are not transferable.

    (c)   Usage Fees. Certain Services may require a sufficient balance of funds in your Account against which usage or similar fees (e.g., pay per minute or pay per view) may be charged. If you have not logged into your Account in the previous 180 days, we reserve the right, in our sole discretion, and without notice or liability to you, to charge you in the following month(s) an Account maintenance fee equal to $5 per month or, if less than $5 remains in your Account, the remaining funds. The Account maintenance fee will only be deducted from the funds remaining in your Account. Your credit card(s) on file with us will not be charged, and you will not incur a negative balance, due