Effective as of February 13, 2018
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 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. If you are using the Service on a free trial basis, then 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. If you have purchased a Service subscription, then the changes will not go into effect until your Service subscription renews. Please refer back to these Terms of Service on a regular basis.
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.
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.
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; provided, however, that if you have purchased an annual Service subscription, the price change will not go into effect until the end of your then-current subscription period.
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.
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; provided, however, that if you have purchased a subscription for the Service, Clubhouse’s right to suspend or terminate your access to and use of the Service will be limited to cases where you have failed to pay the applicable subscription fees or have otherwise breached these Terms of Service, and have not cured such payment failure or other breach within 10 business days of receiving written notice of such payment failure or other breach from Clubhouse (and provided, further that Clubhouse may suspend your access to and use of the Service immediately without notice in the event that Clubhouse reasonably determines that your account may cause potential harm to Clubhouse or third parties). You may terminate your account at any time upon notice to us; provided, however, that if you have purchased a subscription for the Service, your right to terminate your account before paying the full amount of fees for the subscription period that you have committed to will be limited to cases where Clubhouse has breached these Terms of Service, and has not cured such breach within 10 business days of receiving written notice of such breach from you. In the event of suspension or termination (other than cases where Clubhouse locks your account due to fraudulent activities or other potential harm to Clubhouse or third parties), Clubhouse will provide you with access to your Subscriber Data for at least 30 days following such termination. It is your responsibility to keep backup copies of the Subscriber Data.
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.
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.
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.