Terms of Service

Effective as of December 31, 2014

Clubhouse Software, Inc. ("Clubhouse," "we," "us," or "our") welcomes you. Thank you for choosing to access and use our service (the "Service") made available to you through our website located at https://clubhouse.io (the "Website") or through our mobile application (the "App").

We provide access to and use of our Service subject to the following terms of service (the "Terms of Service"), which are effective as of the date stated above. By using the Service, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of these Terms of Service and the terms and conditions of our Privacy Policy, which is hereby incorporated by reference. Please take the time to review our Privacy Policy. If you do not agree to any terms in these Terms of Service or the Privacy Policy, then please do not use our Service.

We may change these Terms of Service from time to time, and will post any changes on the Website or notify you via email, at our option, as soon as such changes are in effect. By continuing to use the Service after we make any such changes to the Terms of Service, you are deemed to have accepted such changes. Please refer back to these Terms of Service on a regular basis.

Access and Use

Subject to the terms and conditions of this Agreement, Clubhouse will provide access to and use of the Service to you or the entity which you have authority to bind to this Agreement ("Subscriber"). We will also provide access to and use of the Service to any employee of Subscriber or other individual authorized by Subscriber (each, an "Authorized User"). Subscriber acknowledges that each Authorized User must agree to these Terms of Service and the Privacy Policy prior to use and that Subscriber shall be responsible for ensuring compliance by each Authorized User with these Terms of Service and for any breach of these Terms of Service by any Authorized User.

Subscriber is solely responsible for any data or content uploaded or stored on the Service by Subscriber or any Authorized User ("Subscriber Data"). In no event shall Clubhouse be responsible for the use or misuse of any Subscriber Data by Subscriber or any Authorized User or other third party. Subscriber warrants and represents that it either owns or has the right to provide all Subscriber Data. Subscriber hereby grants Clubhouse a non-exclusive, transferable, royalty-free license to use the Subscriber Data to provide the Service and as otherwise described in herein or in our Privacy Policy.

All right, title, and interest in and to the Service, the Website, the App, and any information, data, software, graphics, and interactive features contained therein, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all proprietary rights in any of the foregoing (collectively, "Clubhouse Property"), shall be and remain the sole and exclusive property of Clubhouse.

Subscriber will not, and will not permit any Authorized User or other third party to: (i) allow anyone other than an Authorized User to access or use the Service; (ii) use the Service in any way that is not expressly permitted by this Agreement, including, without limitation, reverse engineering, modifying, copying, distributing, or sublicensing the Service, or introducing into the Service any software, virus, or code; or (iii) use the Service in violation of any applicable law or regulation.

Registration

Prior to using the Service, Subscriber will be required to register for an account. During the registration process, Subscriber will select logon credentials for each Authorized User. Logon credentials can only be used by the Authorized User to whom they are assigned and cannot be shared among Authorized Users or with third parties. Subscriber is solely responsible for the confidentiality and use of all logon credentials for its account and those assigned to Authorized Users, as well as for any use or misuse of the Service using Subscriber's or any Authorized User's logon credentials. Subscriber shall notify us immediately if it becomes aware of any loss, theft or unauthorized use of any logon credentials, and we reserve the right to delete or change them at any time and for any reason.

Fees and Payment

In consideration for the access to and use of the Service, you shall pay Clubhouse the fees determined according to the payment plan that you have selected at registration. You must provide accurate information regarding your credit card or other payment instrument, and you must promptly update your payment information if such information changes. You hereby authorize Clubhouse to periodically bill your payment instrument in advance, in accordance with the payment plan you have selected. If you wish to dispute any charges, you must provide notice to Clubhouse of such dispute within sixty (60) days of payment of the disputed charge. All amounts paid are non-refundable.

We reserve the right to change our prices at any point. If we do change prices, we will provide notice to you through the Website or via email, at our option, at least thirty (30) days before such change is to take effect. Your continued use of the Service after the price change constitutes your agreement to pay the changed amount.

We may choose to bill through an invoice. If we so choose, all amounts due must be paid by the date specified in the invoice or access and use of the Service may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with the Service other than U.S. taxes based on Clubhouse's net income.

Term and Termination

Clubhouse may suspend or terminate your access to and use of the Service, in whole or in part, at any time and for any reason. You may terminate your account at any time upon notice to us. In the event of suspension or termination, you will not be able to access the Subscriber Data, and Clubhouse will delete the Subscriber Data, although residual copies of information may remain in our system for some time for back-up purposes. It is your responsibility to keep backup copies of the Subscriber Data; Clubhouse will have no responsibility for retaining the Subscriber Data or for providing you with access to or copies of the Subscriber Data in the event of any suspension or termination as described above.

DISCLAIMERS; LIMITED WARRANTY

THE CLUBHOUSE PROPERTY IS PROVIDED "AS IS" AND "AS AVAILABLE," AND CLUBHOUSE DOES NOT MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THESE TERMS OF SERVICE AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT CLUBHOUSE MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

LIMITATION OF LIABILITY

IN NO EVENT WILL CLUBHOUSE BE LIABLE TO SUBSCRIBER OR ANY OTHER PARTY, INCLUDING, WITHOUT LIMITATION, ANY AUTHORIZED USER, FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THE CLUBHOUSE PROPERTY OR OTHERWISE RELATING TO THESE TERMS OF SERVICE, REGARDLESS OF WHETHER CLUBHOUSE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. CLUBHOUSE'S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THESE TERMS OF SERVICE WILL NOT EXCEED THE TOTAL FEES PAID BY SUBSCRIBER HEREUNDER DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

Indemnification

Subscriber will defend, indemnify, and hold harmless Clubhouse and its officers, directors, managers, and employees from any and all liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees) in connection with any third-party claim that any of the Subscriber Data: (i) infringes or misappropriates any third-party intellectual property rights, privacy or publicity rights, or any other rights; or (ii) violates any applicable laws, rules, or regulations. Clubhouse shall promptly notify Subscriber of the claim, provided, however, that failure to provide such notice shall not relieve Subscriber of its indemnity obligations unless it is materially prejudiced thereby. Subscriber shall have control over the defense of the claim, provided that (i) Subscriber does not make any admission of liability on behalf of Clubhouse or agree to any settlement that imposes a financial burden on Clubhouse without Clubhouse's prior written consent; and (ii) Clubhouse shall have the right to participate in the defense of any such claim, at its own cost, with counsel of its choice.

General Provisions

Subscriber shall not assign these Terms of Service or any of its rights hereunder without the prior, written consent of Clubhouse. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns. These Terms of Service and performance hereunder shall be construed and governed by the laws of the State of New York without giving effect to conflicts of laws principles. The parties consent and agree that any and all litigation between them arising from these Terms of Service or the business relationship created hereby shall take place in the state or federal courts located in New York, New York. Each Party irrevocably consents and submits to the jurisdiction and venue of any such courts. If any provision of these Terms of Service is deemed invalid or unenforceable, it shall be amended or replaced in the way that best reflects the original intention of the parties, and the remainder of these Terms of Service shall remain in full force and effect. These Terms of Service, together with the Privacy Policy and any pricing information made known to you at registration, constitute the final and complete agreement between the parties regarding the subject matter hereof, and supersedes any prior or contemporaneous communications, representations, or agreements between the parties, whether oral or written.

Privacy Policy

Effective as of December 31, 2014

We at Clubhouse Software, Inc. ("Clubhouse," "we," "us," or "our") have created this privacy policy (this "Privacy Policy") because we want you to know how information you provide to us is used and shared. This Privacy Policy relates to the information collection and use practices of Clubhouse in connection with our Website, App and the Service.

By visiting our Website or using our App or the Service, you are agreeing to the terms of this Privacy Policy and the accompanying Terms of Service.

Capitalized terms not defined in this Privacy Policy shall have the meaning set forth in our Terms of Service.

Types of Information

  1. Personal Information

    To access or use the Service, you will be required to provide us with personal information about yourself or your organization's Authorized Users, such as your name and e-mail address (collectively, the "Personal Information").

  2. Payment Information

    You will also be required to provide us with your credit card or other payment instrument information ("Payment Information") in connection with the fees we charge for our Service. We will share your Payment Information with third party payment processors who process payments on our behalf. The collection and use of such Payment Information by such third party payment processors will be governed solely by the privacy policy and/or terms of service of such third party.

  3. Other Information

    In addition to the Personal Information, we may collect additional information (collectively, the "Other Information"). Such Other Information may include:

    1. From You.

      Additional information about yourself that you voluntarily provide to us, such as any Subscriber Data, interests, comments, and mailing list opt-in and opt-out information;

    2. From Your Activity.

      Information that we automatically collect when you use the Service, such as the device from which you access the Service, your IP addresses, browser type and language, referring and exit pages and URLs, date and time, amount of time spent on particular pages, what sections of the Website you visit, and similar information concerning your use of the Service;

    3. From Cookies.

      Information that we collect using "cookie" technology. Cookies are small packets of data that a website stores on your computer's hard drive so that your computer will "remember" information about your visit. We use cookies to help us collect Other Information and to enhance your experience using the Service. If you do not want the Service to place a cookie on your hard drive, you may be able to turn that feature off on your computer or mobile device. Please consult your Internet browser's documentation for information on how to do this. However, if you decide not to accept cookies from us, the Service may not function properly.

Accessing and Modifying Personal Information and Communication Preferences

If you have provided Personal Information in creating an account to use our Service, you may review and make changes to your Personal Information by e-mailing us at support@clubhouse.io. In addition, you may manage your receipt of marketing and non-transactional communications by clicking on the "unsubscribe" link located on the bottom of any Clubhouse marketing e-mail. We will use commercially reasonable efforts to process such requests in a timely manner. You should be aware, however, that it is not always possible to completely remove or modify information in our subscription databases.

How We Use and Share the Information

We use the Personal Information and the Other Information to provide you with the Service, to solicit your feedback, to inform you about our products and our Service, and to improve our Service for you. Also, we may share Personal Information and/or Other Information as described below.

  • In an ongoing effort to better understand our users and our Website and the Service, we might analyze your Personal Information and Other Information in aggregate form in order to operate, maintain, manage, and improve the Website and the Service. This aggregate information does not identify you personally. We may share this aggregate data with our affiliates, agents, and business partners. We may also disclose aggregated user statistics in order to describe our products and services to current and prospective business partners and to other third parties for other lawful purposes.
  • We may employ other companies and individuals to perform functions on our behalf. Examples may include providing marketing assistance, order fulfillment, billing, payment processing, and customer service. These other companies will have access to the Personal Information and the Other Information only as necessary to perform their functions and to the extent permitted by law.
  • As we develop our businesses, we might sell or buy businesses or assets. In the event of a corporate sale, merger, reorganization, sale of assets, dissolution, or similar event, the Personal Information and Other Information may be part of the transferred assets.
  • To the extent permitted by law, we may also disclose Personal Information and the Other Information when required by law, court order, or other government or law enforcement authority or regulatory agency, or whenever we believe that disclosing such information is necessary or advisable, for example, to protect the rights, property, or safety of Clubhouse or others.

How We Protect Your Information

We take reasonable steps to protect the Personal Information and the Other Information from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. Please understand, however, that no security system is impenetrable. We cannot guarantee the security of our databases, nor can we guarantee that the information you supply will not be intercepted while being transmitted to and from us over the Internet. In particular, e-mail sent to or from the Website may not be secure, and you should therefore take special care in deciding what information you send to us via e-mail.

Important Notice to Non-U.S. Residents

The Website and the Service is operated in the United States. If you are located outside of the United States, please be aware that any information you provide to us will be transferred to the United States. By using the Website or the Service and/or providing us with any information, you consent to this transfer.

Children

We do not knowingly collect Personal Information from children under the age of 13 through the Website or the Service. If you are under 13, please do not give us any Personal Information. We encourage parents and legal guardians to monitor their children's Internet usage and to help enforce our Privacy Policy by instructing their children to never provide us Personal Information without their permission. If you have reason to believe that a child under the age of 13 has provided Personal Information to us, please contact us, and we will endeavor to delete that Personal Information from our databases.

External Websites

The Website may contain links to third party websites. Clubhouse has no control over the privacy practices or the content of any of our business partners, advertisers, sponsors, or other websites to which we provide links. As such, we are not responsible for the content or the privacy policies of those third party websites. You should check the applicable third party privacy policy and terms of use when visiting any other websites.

Changes to This Privacy Policy

This Privacy Policy is effective as of the date stated at the top of this Privacy Policy. We may change this Privacy Policy from time to time, and will post any changes on the Website or notify you via e-mail, at our option, as soon as they go into effect. By using the Website or the Service after we make any such changes to this Privacy Policy, you are deemed to have accepted such changes. Please refer back to this Privacy Policy on a regular basis.

How to Contact Us

If you have questions about this Privacy Policy, please e-mail us at support@clubhouse.io.