CLUBcentives - Terms and Conditions of Use

CLUBcentives.com Terms and Conditions of Use

TERMS OF USE

THE FOLLOWING DESCRIBES THE TERMS UNDER WHICH YOU MAY ACCESS AND USE CLUBcentives WEBSITES. BY ACCESSING ANY OF THE WEBSITES YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS SET OUT IN THIS AGREEMENT YOU MAY NOT ACCESS OR USE THE WEBSITES.

AMENDMENTS

CLUBcentives, LLC may amend this Agreement at any time by posting a new agreement in place of this one. CLUBcentives, LLC will post notice that the Agreement has been amended on its main website located at www.CLUBcentives.com for a period of 30 days. The amended agreement shall automatically be effective when posted. Your continued use of CLUBcentives, LLC's (hereafter referred to as "CLUB") websites following the posting of the amended agreement and notice shall mean that you accept the terms of this Agreement as amended. If you do not agree with any of the terms of the amended Agreement then you must terminate all use of CLUB's websites. This Agreement may not otherwise be amended.

LICENSE

You are granted a non-exclusive and non-transferable license to use and access CLUB's websites. The websites shall include all associated services.

ACCESS

In order to access and use any of CLUB's websites you agree to abide by the terms and conditions of this Agreement. Any other access or use shall constitute a trespass on CLUB's computer systems, shall constitute an infringement of CLUB's intellectual property and an unlawful use of CLUB's assets.

Certain portions of CLUB's websites require you to have an account. This may require you to provide some personal information to CLUB. You agree to (a) provide true, accurate, current and complete information about yourself as requested and (b) promptly update this information as required to keep it true, accurate, current and complete.

CLUB has the right, in CLUB's sole discretion, to suspend or terminate your current and future access and use of its websites in the event CLUB reasonably believes that you are conducting yourself or providing information in a manner which is in breach of this Agreement.

PROHIBITED USE

Any commercial or promotional distribution, publishing or exploitation of the Web Site, or any content, code, data or materials on the Web Site, is strictly prohibited. Other than as expressly allowed herein, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on or available through the Web Site. You further agree that you may not alter, edit, delete, remove, otherwise change the meaning or appearance of, or repurpose, any of the content, code, data, or other materials on or made available through the Web Site. This includes, without limitation, the alteration or removal of any Trademarks or any other proprietary content or proprietary rights notices. If you make other use of the Web Site, or the content, code, data or materials thereon, except as otherwise provided above, you may be subject to liability for such unauthorized use (including, without limitation, for violations of copyright and other applicable laws).

The Web Site is not intended for use by children, especially those under age 13. No one under age 13 is allowed to provide any personal information or use our public discussion areas, forums and chats. To subscribe to newsletters and to participate in other activities where personal information is divulged, you must be 13 or older and by your use thereof, you represent and warrant that you are over the age of 13. Minors between the ages of 13 and 17 should get the permission of their parent(s) or legal guardian(s) before using the Web Site.

USER CONDUCT

CLUB is very concerned about the privacy and safety of all users, especially children

You shall not:

a.  submit any information or link to any content, information, ware or service which is obscene or contains pornography of any kind;

b.  use CLUB's websites to commit any dishonest act, act of fraud or any act which infringes any third party rights;

c.   submit any information or link to any material which infringes or potentially infringes any third party intellectual property or proprietary rights including without limitation, copyright, patent, trademark, trade secret, right of publicity or privacy;

d.  submit any information or link to any material which is defamatory, libelous, harassing or threatening of or to any person or organization;

e.  submit any information or link to any material which is harmful or potentially harmful including, without limitation, that which places any person's health or safety at risk, places the integrity or security of any computer system at risk or distribute any virus, Trojan horse, worm, time bomb or other harmful or invasive computer program;

f.    submit any information or link to any material which in any way violates any federal, state or provincial law, statute, ordinance or regulation in any jurisdiction including without limitation those relating to export control, consumer protection, unfair competition, discrimination, false advertising or copyright;

g.  undertake any activity which creates liability or damage or potentially creates liability or damage to CLUB or its computer systems or its service providers;

h.  send unsolicited e-mail to other users excluding private messaging via the community site; or

i.    harvest or collect information about other users, including e-mail addresses.

You agree not to use any spider, robot or other automatic means to search or monitor the content of CLUB's websites. You agree that you shall not use any automatic means, including software, to interfere with or attempt to interfere with CLUB's software or websites or their use by any other user. You agree not to cause any unreasonable burden or load on CLUB's software or its computer systems.

SERVICES

You agree that CLUB will not be liable for any delay, interruption or unavailability of any of CLUB's websites or related services, whether due to an act or omission of CLUB or an act or omission of any third party.

CLUB does not guarantee the quality, accuracy, completeness or timeliness of information posted on any of the websites and assumes no obligation to update the information or advise on further developments concerning topics mentioned.

Any information provided may be changed without notice.

USER SUBMISSIONS

CLUB may make available to you the ability to submit information and links to the websites. You agree that all of your submissions will be in compliance with this Agreement.

All submissions may be subject to review by CLUB prior to the information or link being posted to the websites, however CLUB is under no obligation to review any of the submissions. CLUB may refuse to post any information or link and may remove the same for any reason, in its sole discretion.

CLUB's posting of any information or link does not mean that CLUB agrees that the information or link complies with this Agreement or that CLUB agrees with the content of the information or link.

While CLUB may review each submission, it does not thoroughly review the information or the third party website that a link may relate to. Further, the information may become incorrect or the third party website may change from time to time. Notwithstanding CLUB's review, you agree to indemnify CLUB and other users for any loss or damage that CLUB or any user may suffer as a result of the posting of any information or link that you submit.

CONTENT

Some information or links posted to CLUB's websites may be offensive to you or incorrect or misleading.

Some portions of the Websites allow users to post information including links to other resources on the Internet. Some of this information may be reviewed by CLUB prior to its posting. However, even if CLUB reviews and posts a submission to its website it does not mean CLUB endorses the same. All such postings remain the sole responsibility of the person who submitted such information or link. You agree to assume all risks in regards to the condition, suitability, safety, accuracy, quality, integrity, and legality of any information submitted and in respect any information, product or services offered or made available through any link which has been submitted and posted. Under no circumstances will CLUB be liable in any manner for the same, and you hereby release CLUB from any and all liability or losses that you may incur as a result thereof.

CLUB may change, add to or delete from its websites at any time without notice. You agree to bear all risks, costs and damages that you may incur as a result of those changes.

SOFTWARE AND INTELLECTUAL PROPERTY

CLUB has certain protectable proprietary rights in its software and websites, including copyrights and trademarks. You may not modify, copy, publish, republish, transmit, sell, create derivative works, display or in any way exploit any content contained on the CLUB websites other than for personal use.

Software and/or any digital products that are made available for download from any of the CLUB websites is the copyrighted work of CLUB and/or its suppliers or partners. Use of any software downloaded will be governed by the terms of an end user license agreement, if any, which accompanies or is included with the downloaded software.

WARRANTY DISCLAIMER

THE CLUB WEBSITES ARE PROVIDED ÒAS IS" AND ÒAS AVAILABLE" AND ARE USED BY YOU AT YOUR SOLE RISK. CLUB MAKES NO EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS WHATSOEVER, AND SPECIFICALLY DISCLAIMS THE SAME INCLUDING WITHOUT LIMITATION, ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE INCLUDING THOSE IMPLIED BY STATUTE. THE CLUB WEBSITES MAY CONTAIN BUGS, ERRORS, PROBLEMS, VIRUSES OR OTHER LIMITATIONS. CLUB ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY SUCH BUGS, ERRORS, PROBLEMS OR VIRUSES OR OTHER LIMITATIONS. CLUB IS NOT RESPONSIBLE FOR ANY CONTENT OR INFORMATION THAT YOU MAY FIND UNDESIRABLE OR OBJECTIONABLE.

LIMITED LIABILITY

IN NO EVENT SHALL CLUB BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE CLUB WEBSITES HOWEVER ARISING, INCLUDING THROUGH NEGLIGENCE, EVEN IF CLUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ALL OTHER CIRCUMSTANCES CLUB'S TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY, HOWEVER ARISING, SHALL BE LIMITED TO $10.00 (USD).

INDEMNITY

You agree at all times to indemnify and hold harmless CLUB, its employees, officers, directors, agents, suppliers, affiliates and other partners from any and all actions, proceedings, costs, claims, damages, demands, liabilities and expenses whatsoever, including (legal and other fees and disbursements) sustained, incurred or paid by CLUB due to or arising directly or indirectly from any information submitted, posted, transmitted or otherwise made available through our websites, your use of our websites, or your violation of these terms of use.

NO AGENCY

The parties are independent entities and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended nor created by this Agreement and neither party shall state or imply anything to the contrary.

NO WAIVER

CLUB's failure to insist upon or enforce strict compliance with any provision of this Agreement shall not be construed as a waiver of any provision or right of the same or different type in the future.

ENTIRE AGREEMENT

The terms and conditions set out in this Agreement constitute the entire terms and conditions with respect to the use of CLUB's software, websites, services and the relationship between the parties. No representative of CLUB is authorized to amend the terms of this Agreement. Amendments shall only be effective as provided in this Agreement.

TERMINATION

Notwithstanding the termination of this Agreement for any reason, the provisions of this Agreement relating to intellectual property, warranty disclaimer, limited liability, indemnity and governing law shall survive such termination.

GOVERNING LAW

This Agreement, the relationship between you and CLUB and your use of CLUB's websites, services and the resolution of any dispute arising between the parties shall be governed by the laws of the State of North Carolina without regard to its conflict of law provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the state and federal courts located in Charlotte, North Carolina, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed from this Agreement and the remaining provisions shall remain in full force and effect.

HEADINGS

Headings are for reference purposes only and shall not be used in the interpretation of this Agreement.