1. YOUR ACCEPTANCE
BY CLICKING THE " Create Qlubb!" BUTTON APPEARING AT THE QLUBB WEBSITE AND USING AND/OR VISITING THE QLUBB WEBSITE (the "WEBSITE"), YOU EXPRESSLY AGREE AND CONSENT TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THESE TERMS OF USE (the "AGREEMENT") AND THE TERMS AND CONDITIONS OF THE QLUBB PRIVACY POLICY, WHICH ARE PUBLISHED AT [www.Qlubb.com/terms], AND WHICH ARE INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, PLEASE DO NOT USE THE WEBSITE.
2. MINIMUM AGE
You must be at least 13 years of age to participate in the Service. By accepting these Terms and/or by visiting the Website or using the Service you represent that you are 13 years of age or older.
3. RULES OF CONDUCT
Qlubb, Inc. (“Qlubb” or “we”) is an online destination for real-life groups to communicate, collaborate and get stuff done. Qlubb provides an online community where you may submit new materials and review content to private Qlubbs for further sharing within each Qlubb community or to the public Qlubb webpage, if specified (the “Service”). The materials you may submit and see may contain audio, photographs, text, video, graphics, photos, images, and other types of text/visual/audio content (the “Content”). By using the Service, you agree you will not engage in any of the following activities:
1. Post or transmit any material that you do not have the right to post or transmit under any law, contractual duty or fiduciary relationship, or any material that infringes a third party's trademark, patent, trade secret, copyright, publicity, or privacy rights, posting any pornographic or obscene content or hate speech;
2. Post any content which is patently offensive or which promotes racism, bigotry, hatred or which advocates physical harm of any kind to or against any group or individual, or which promotes any criminal activity or enterprise or provides instruction or information about illegal activities;
3. Post false, inaccurate, misleading, defamatory, or libelous content (including personal information or personal information of others);
4. Upload files that may damage the operation of another person’s computer;
5. Solicit personal information from anyone under 18 years old, or provide or distribute in any manner the name, telephone numbers, email address, street address, URLs or other personally identifiable information of any party without their express consent;
6. Transmit “junk mail”, “chain letters” or unsolicited mass mailing or instant messaging, “spimming” or “spamming”;
7. Access or attempt to access, tampering with or using non-public areas of the Qlubb Website, or computer systems, or otherwise interfering with or attempting to interfere with the proper working of the Qlubb Website.
Any Qlubb member violating any of the above or any of the Terms below may have her/his access to Qlubb temporarily or permanently blocked or revoked.
We reserve the right, in our sole discretion, to restrict, suspend, or terminate your access to all parts or any part of the Service at any time for any reason without prior notice or liability. We may change, suspend, or discontinue all aspects or any aspect of the Service at any time, including the availability of any Service feature, database, or content, without prior notice or liability. We will not have any liability to you as a result of service outages that are caused by our maintenance on the servers or the technology that underlies the Service, failures of our service providers (including telecommunications, hosting, and power providers), computer viruses, natural disasters, or other destruction to or damage of our facilities, an act of God, war, civil disturbance, or other cause beyond our reasonable control.
Protecting Your Password
You agree to provide true, accurate, current, and complete information about yourself as requested in the Service's registration process and to update your information. You may not reveal your Qlubb password to anyone else, other than those in your private Qlubb community. You are responsible for maintaining the confidentiality of your Qlubb’s password. Unauthorized access to the Service is a breach of this Agreement and a violation of the law.
You should never disclose your password to any third parties. If you lose control of your password, you may lose substantial control over your Information and may be subject to legally binding actions taken on your behalf. Therefore, if your password has been compromised for any reason, you should immediately change your password.
4. USER SUBMITTED CONTENT - REPRETATIONS AND WARRANTIES
Qlubb encourages you to create and contribute to the Qlubb communities. The content you submit may contain audio, photographs, text, video, graphics, images or other types of text/visual/audio content. You are solely responsible for any Content submitted by you, and for Content being displayed, distributed and otherwise made available to your Qlubb communities and to the public, if so designated.
Qlubb does not claim ownership of any information, data, text, software, audio, photographs, graphics, images, messages, tags, or other types of text/visual/audio/video or other materials you submit or make available for inclusion on the Service.
By submitting Content and using the Service, you represent and warrant the following:
1. You have read, understood, agree with, and will abide by this Agreement.
2. The Content you submit and our use thereof as contemplated by this Agreement, the Website and the Service, will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights (as defined in Section 6, below), privacy rights and rights of publicity.
3. The Content you submit does not contain: (i) material falsehoods or misrepresentations; (iii) content that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or (iv) impersonations of third parties, other than those which are readily apparent.
4. You grant Qlubb a worldwide and fully sub-licensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your User Submissions (in whole or in part) in any format now known or later developed.
5. Qlubb reserves the right to remove your Content from the Qlubb database and from the Service at any time, for any reason in our sole discretion.
User Content is the sole responsibility of the person from whom the content originated. Qlubb does not control the content posted on the Qlubb Website, and as such, cannot and does not guaranty the accuracy, appropriateness, or quality of such content. You understand that by using the Service you may be exposed to content that is offensive, indecent or objectionable for various reasons. Qlubb is not liable for any content, including, without limitation, 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 that is posted, emailed, transmitted or otherwise made available on the Qlubb Website. You agree not to hold Qlubb responsible for the actions or inactions of other users, including content that they post.
5. CONFIDENCIALITYOF PRIVATE QLUBBSAll User Content contained in a private Qlubb will be deemed to be the "Confidential Information" of the individuals or entity that has established and participate in such private Qlubbs (the "Qlubb Members"). Qlubb agrees that it will use Confidential Information solely for the purpose of providing the Service with respect to the private Qlubb to which such Confidential Information relates. In addition, Company agrees that it will disclose Confidential Information only to (a) Company's employees and contractors who have a need to know such Confidential Information for purposes of providing the Qlubb Service, (b) individuals who have the appropriate password for the relevant private Qlubb and (c) individuals to whom the Qlubb members have authorized or directed Company to disclose Confidential Information. Notwithstanding the foregoing, Company will not be in violation of this Section 5 with respect to a disclosure of Confidential Information that is in response to a valid order by a court or other governmental body or that is otherwise required by law, provided that Company gives the Qlubb Members, if permitted by law, prompt written notice of such requirement prior to such disclosure and provides reasonable assistance to the Qlubb Members, at the Qlubb Members’ expense, in efforts by the Qlubb Members to obtain an order protecting such Confidential Information from public disclosure. Upon removal of a private Qlubb from the Qlubb Service, Company will return to the Qlubb Members or destroy all copies of any Confidential Information from such private Qlubb in Company's possession, provided that the Qlubb Members requests the same in writing with thirty (30) days after such removal. In no event will the following information be considered Confidential Information under this Section 3: (a) any information that was publicly known prior to the time of disclosure to Company; (b) any information that becomes publicly known after disclosure to Company other than as a result of a breach of this Section by Company; (c) any information that is already in the possession of Company at the time of disclosure to Company; or (d) any information that is independently developed by Company.
6. QLUBB PROPRIETARY RIGHTSThe Website and all materials therein, including, without limitation, software, Content, logos, trademarks and service marks and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of Qlubb and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Website Content or any other materials or content accessible on the Website other than as expressly provided herein.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other Jurisdiction.
7. THIRD-PARTY WEBSITESThe Website may contain links to third party websites that are not owned or controlled by Qlubb, which assumes no responsibility for the content or privacy policies of any such websites. By using the Website, you expressly relieve Qlubb from any and all liability arising from your use of any third-party website.
8. INDEMNITYYou agree to defend, indemnify and hold harmless Qlubb and its parent, subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Website, including any material transmitted or received by you; (ii) your violation of any term or condition of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any material that you provide to Qlubb; or (vi) any other party’s access and use of the Website with your unique username, password or other appropriate security code. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case you agree to cooperate with our defense of such claim.
9. NO WARRANTYTHE WEBSITE AND THE SERVICE AND ALL MATERIALS AND SERVICES INCLUDED THEREIN ("MATERIALS") ARE PROVIDED ON AN "AS IS" BASIS. USE OF THE WEBSITE OR THE MATERIALS IS AT YOUR OWN RISK. THE WEBSITE AND THE MATERIALS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, QLUBB, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE WEBSITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE WEBSITE OR THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
10. LIMITATION OF LIABILITYIN NO EVENT SHALL QLUBB, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE WEBSITE OR THE SERVICE, INCLUDING UNAUTHORIZED ACCESS TO OR ALTERATIONS TO YOUR CONTENT SUBMISSIONS. UNDER NO CIRCUMSTANCES WILL QLUBB BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE WEBSITE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. YOU SPECIFICALLY ACKNOWLEDGE THAT QLUBB SHALL NOT BE LIABLE FOR USER CONTENT OR THE CONDUCT OF ANY THIRD PARTY. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF QLUBB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
11. SOLE REMEDYIN ANY EVENT, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY LIABILITY RELATING TO OR ARISING OUT OF THE WEBSITE OR THIS AGREEMENT, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE AND TERMINATE THIS AGREEMENT.
12. SURVIVALThe provisions of Sections 4, 5, 6, 8, 9, 10, 11, and 12 shall survive any termination or expiration of this agreement.
13. GENERALYou agree that: (i) the Website shall be deemed solely based in California; and (ii) the Website shall be deemed a passive website that does not give rise to personal jurisdiction over Qlubb, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. This Agreement, together with the Privacy Policy at [www.Qlubb.com/privacy] and any other legal notices published by Qlubb on the Website, shall constitute the entire agreement between you and Qlubb concerning the Website and the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Qlubb’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Any controversy or claim arising out of or relating to these Terms or our sites will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Los Angeles, California, pursuant to the rule and procedures promulgated by JAMS, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either you or we may seek any interim or preliminary relief from a court of competent jurisdiction in Los Angeles, California, necessary to protect the rights or property of you or Qlubb (or its agents, suppliers, and subcontractors) pending the completion of arbitration.
Qlubb reserves the right, in our sole discretion, to modify this Agreement, at any time, effective upon the date we post a revised set of Terms of Use on the Website, and notice to you of such modification shall be deemed effective upon such posting. Your continued use of the Service constitutes your binding acceptance of the terms and conditions of this Agreement, as they are amended, revised and posted on the Website from time to time.
By accessing the Website and/or by clicking the “Let’s Go Qlubbing” button, you represent that you have read this Agreement in its entirety, understand such terms and conditions, are duly authorized to execute this Agreement on behalf of yourself, and you agree to be bound by the terms and conditions of this Agreement.
