Space Invaders, LLC - Terms & Conditions
IMPORTANT: PLEASE READ THESE TERMS CAREFULLY. YOU WILL HAVE ACCEPTED THESE TERMS IF YOU: 1) DOWNLOAD, INSTALL, ACTIVATE, SUBSCRIBE TO OR USE CLUB SPACE SERVICES, AS DEFINED BELOW; OR 2) CLICK THE “I ACCEPT” BUTTON ASSOCIATED WITH THESE TERMS & CONDITIONS (‘TERMS’).
1 GENERAL INFORMATION
1.1 CLUB SPACE SERVICES
1.2 BASIS OF SALE
1.3 CHANGES TO TERMS
Club Space may revise and amend these Terms at its sole discretion or as otherwise required by applicable law. Changes will be communicated to you by us posting the new version of the Terms on http://www.clubspace.com. Your continued use of the Services after such notification of changes to these Terms will constitute your acceptance of such changes. You may also be asked
to re-acknowledge and re-accept these Terms following any material changes. IF YOU DO NOT WISH TO BE BOUND BY SUCH CHANGES RELATING TO YOUR SERVICES, YOU MAY TERMINATE YOUR SUBSCRIPTION OF YOUR SERVICES BY EMAILING US AT INFO@CLUBSPACE.COM.
2 MEMBERSHIPS AND SUBSCRIPTIONS
2.1 BECOMING A MEMBER
2.2 ONCE A MEMBER
You are responsible for maintaining the confidentiality of your account, password, and other Personally Identifiable Data and for restricting access to your Device to further help protect such information. You are responsible for updating your Personally Identifiable Data.
2.3 DEVICE REQUIREMENTS
To enjoy Club Space via your smartphone or other Device, your Device must satisfy certain system requirements. These requirements can be found on the Google, Apple and Amazon App marketplaces.
As a Club Space Member, you will receive access to certain sections, features, and functions through the Application that are not available to non-members. As consideration for your access to the Website as a Member, you opt in to receiving occasional special offers, marketing, and Journey based communication emails. YOU CAN EASILY UNSUBSCRIBE FROM THESE EMAILS BY FOLLOWING THE OPT-OUT INSTRUCTION IN THESE EMAILS. Club Space memberships and subscriptions are not transferable and therefore cannot be sold or exchanged or transferred in any way whatsoever.
2.6 CHANGING FEES AND CHARGES
We may at any time and from time to time, in our sole discretion, change the fees and charges, or add new fees and charges, in relation to any of the Services. We will notify you by email approximately 30 calendar days in advance of any such change. Any price changes will take effect after the expiry of the then-current paid for period (i.e., the term that you have already paid for). IF YOU DO NOT AGREE TO THE CHANGE, YOU MAY CANCEL YOUR MEMBERSHIP
OR SUBSCRIPTION IN YOUR ACCOUNT SETTINGS OR BY EMAILING INFO@CLUBSPACE.COM.
3 CANCELLATION OF SERVICES
3.1 CANCELLATION of MEMBERSHIP BY CLUB SPACE
We may suspend or terminate your use of the Services as a result of your fraud or breach of any obligation under these Terms. Such termination or suspension may be immediate and without notice. A breach of these Terms includes, without limitation, the unauthorized copying or download of our audio or video content from the Website or the App. We may terminate your use of the Services if at any time, the Services cease to be offered by Club Space, or if Club Space ceases operations. We will make every effort to notify you of such a change in advance. Club Space may, suspend or terminate any or all Services to some or all of the members: (i) following a possible or actual security breach or cyber-attack on Club Space; (ii) in order to protect Club Space’s network; (iii) if required by a governmental entity or law enforcement agency; (iv) if a Member is using a device that is defective or illegal; (v) as otherwise allowed under these Terms.
3.2 YOUR DATA
Cancellation of your purchased Services, whether by you or Club Space, will not result in immediate deletion of your Personally Identifiable Data. To request that your Personally Identifiable Data be deleted from our servers, you must request deactivation of your account and Membership by sending a request to email@example.com
UNLESS OTHERWISE PROVIDED HEREIN, PERMITTED BY CLUB SPACE’S PAYMENT PROCESSOR, OR REQUIRED BY APPLICABLE LAW, ALL FEES ARE NON- CANCELABLE AND NON-REFUNDABLE.
4 PROHIBITED USE OF THE SERVICES
4.1 You agree not to upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Services or the Services themselves. You agree not to interfere with the servers or networks underlying or connected to the Website or Application, or to violate any of the procedures, policies or regulations of networks connected to the Website or Application. You may not access the Website or Application in an unauthorized manner.
4.2 You agree not to impersonate any other person while using the Services, conduct yourself in an offensive manner while using the Services, or use the Services for any illegal, immoral or harmful purpose.
4.3 By breaching the provisions of this section 4, you may commit a criminal offense under applicable laws. We may report any such breach to the relevant law enforcement authorities, and
we may co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Services will cease immediately, and no refund will be permitted.
5 MATERIALS OFFERED THROUGH THE SERVICES
All materials (including software and content whether downloaded or not) contained on the Website or the other Services are owned by Club Space (or our affiliates and/or third party licensors, where applicable), unless indicated otherwise. You agree and acknowledge that the materials are valuable property and that other than any specific and limited license for use of such materials, you shall not acquire any ownership rights in or to such materials. The materials may not be used except as provided for in these Terms, and any other relevant terms and conditions provided to you without our prior written permission. You acknowledge and agree that certain materials on the Website or Application are the property of third party licensors and, without prejudice to any and all other rights and remedies available, each such licensor has the right to directly enforce relevant provisions within these Terms against you. Audio or video content from the Club Space App not explicitly indicated as downloadable may not be downloaded or copied from the Website or the other Services or any Device. You must not use any part of the materials used on the Website or Application for commercial purposes without obtaining a written license to do so from Club Space. Commercial advertisements, affiliate links, and other forms of solicitation may be removed by us without notice and may result in termination of privileges.
“Club Space”, the Club Space logo and all other Club Space product or service marks are trademarks of Club Space. All intellectual property, other trademarks, logos, images, product and company names displayed or referred to on the Website or Application are the property of their respective owners. Nothing grants you any license or right to use, alter or remove or copy such material.
6 AVAILABILITY OF SERVICES
6.1 Although Club Space aims to offer you the best service possible, we make no promise that the Services will meet your requirements and we cannot guarantee that the Services will be fault free. If a fault occurs in the Services, please report it to us at firstname.lastname@example.org and we will correct the fault as soon as we reasonably can. If the need arises, we may suspend access to the Services while we address the fault. We will not be liable to you if the Services are unavailable for any period of time and no partial refunds will be permitted.
6.2 Your access to the Services may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Services. We will restore the Services as soon as we reasonably can. In the event that the Services are unavailable, our usual Order and cancellation deadlines apply; please notify us of changes to your Order via our email email@example.com.
7 SERVICES DISCLAIMER
The information contained on the Services is for general information purposes only. While we endeavor to keep the information up-to-date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Services or the information contained on the Services for any purpose. Any reliance you place on such information is therefore strictly at your own risk.
8 END USER LICENSE AGREEMENT
Subject to these Terms, and your payment for any applicable Club Space Services, Club Space grants you a limited, non-exclusive, revocable license to make personal non-commercial use of the Services. The Services contain or embody copyright material, proprietary material or other intellectual property of Club Space or its licensors. All right, title and ownership in the Services remain with Club Space or its licensors, as applicable. The rights to use the Services are licensed to you and are not being sold to you, and you have no rights in it other than to use it in accordance with these Terms. To the extent you provide any suggestions, comments or other feedback related to the Services (“Feedback”), you hereby grant Club Space a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicenseable, transferable license to use, adapt, copy, communicate, reproduce, modify, display, exploit, publish, re-distribute, broadcast, transmit, create derivative works from and incorporate in other works such Feedback or subject matter thereof in any way and without limitation. You agree that you will not and you will not assist or permit any third party to: (i) Copy, download, distribute, republish, store, reproduce, transmit, modify, alter, reverse- engineer, emulate, de-compile, or disassemble any Services in any way, or create derivative works of the Services; (ii) Rent, lease, loan, make available to the public, sell or distribute the Services in whole or in part; (iii) Tamper with the Services or circumvent any technology used by Club Space or its licensors to protect any content accessible through the Services; (iv) Use the Website or Application for illegal purposes (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes) and you agree that you will comply with all laws, rules and regulations related to your use of the Website and Application;; or (v) Use the Services in a way that violates these Terms.
9 DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE
We are committed to complying with copyright and related laws, and we require all users of the Services to comply with these laws. Accordingly, you may not store any material or content on, or disseminate any material or content over, the Services in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by copyright law. Owners of copyrighted works in the United States who believe that their rights under copyright law have been infringed may take advantage of certain provisions of the US Digital Millennium Copyright Act of 1998 (the “DMCA”) to report alleged infringements. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is our policy to terminate privileges of any user who infringes the copyright rights of others upon receipt of proper notification to us by the copyright owner or the copyright owner's legal agent. If you feel that a posted message is objectionable or infringing, we encourage you to contact us immediately. Upon our receipt of a proper notice of claimed infringement under
the DMCA, we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. Our designated agent (i.e., the proper party) to whom you should address such notice is listed below. If you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our designated agent with the following information: (i) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (ii) A description of the copyrighted work or other intellectual property that you claim has been infringed; (iii) A description of where the material that you claim is infringing is located on the Services; (iv) Your address, telephone number, and email address; (v) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and (vi) A statement by you, made under penalty of perjury, that the information contained in your report is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf. Our designated agent for notice of claims of copyright infringement can be reached as follows: By Mail: 1670 Bay Road APT. 6E, Miami Beach, FL 33139. By E-Mail: firstname.lastname@example.org Subject line: ATTENTION: DMCA
10 GENERAL TERMS AND CONDITIONS
10.2 ASSIGNMENT BY CLUB SPACE
Club Space may transfer its rights and obligations under these Terms to any company, firm or person at any time. You may not transfer your rights or obligations under these Terms to anyone else. These Terms are personal to you and no third party is entitled to benefit under these Terms except as set out here.
10.3 INDEMNITY BY YOU
You agree to defend, indemnify and hold Club Space and its directors, officers, members, investors, managers, employees and agents harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from your use of the Services, your placement or transmission of any message, content, information, software, or other submissions through the Services, or your breach or violation of the law or of these Terms. Club Space reserves the right, at its 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 Club Space’s defense of such claim.
10.4 WARRANTIES AND LIMITATIONS
(a) THE SERVICES AND THEIR CONTENT ARE PROVIDED ON AN “AS IS” BASIS AND WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO IT, EXPRESS OR IMPLIED, AS TO THE TIMELINESS, ACCURACY, COMPLETENESS OR CURRENCY OF THE SERVICES OR THEIR CONTENT. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED BY CLUB SPACE. CLUB SPACE DOES NOT WARRANT THAT THE CLUB SPACE SERVICES OR ASSOCIATED DOCUMENTATION WILL MEET YOUR REQUIREMENTS, WILL BE COMPATIBLE WITH YOUR DEVICES, OR THAT THE OPERATION OF THE CLUB SPACE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF CLUB SPACE SERVICES IS WITH YOU. WE MAKE NO WARRANTIES OR REPRESENTATIONS THAT YOUR USE OF CONTENT AND INFORMATION POSTED ON THE SERVICES WILL NOT INFRINGE RIGHTS OF THIRD PARTIES. (b) All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity are, to the extent permitted by law, excluded.
10.5 APPLICABLE LAW
Your use of the Services is governed by these Terms and these Terms shall be construed and enforced in accordance with the laws of the State of Florida, United States. Disputes arising from or in connection with your use of the Services will be handled in accordance with section 11 below. If you access the Services from any other jurisdiction, you do so out of your own volition, and you are responsible for compliance with the applicable laws.
10.6 NO WAIVER
If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms.
10.7 FORCE MAJEURE
We will not be liable to you for any lack of performance, or the unavailability or failure, of the Services, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.
In these Terms, unless the context requires otherwise: i) any phrase introduced by the words "including", "include", "in particular", "for example" or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and ii) references to the singular include the plural and to the masculine include the feminine, and in each case vice versa.
10.9 WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications we send to you should be in writing. When using the Services, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on the Services. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
Except as otherwise noted in these Terms, all notices given by you to us must be given to Club Space at email@example.com. We may give notice to you at the e-mail address you provide to us when you register, or in any of the ways specified in section 10.9 above. Notice will be deemed received and properly served immediately when posted on the Services or when an e-mail is sent. In proving the service of any notice, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee.
If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the provision will, to that extent only, be severed from the remaining provisions, which will continue to be valid to the fullest extent permitted by law.
10.12 ENTIRE AGREEMENT
These Terms and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to their subject matter. We each acknowledge that neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms or the documents referred to in them. Each of us agrees that our only liability in respect of those representations and warranties that are set out in these Terms (whether made innocently or negligently) will be for breach of contract. Nothing in this section limits or excludes any liability for fraud.
10.13 THIRD PARTY RIGHTS
A person who is not party to these Terms will not, subject to section 9 (DMCA), have any rights under or in connection with these Terms.
10.14 OUR LIABILITY
Club Space will use reasonable endeavors to remedy faults in the Services. If we fail to comply with these Terms, we will be liable to you only for the purchase price of the Service in question. In addition, we will not be liable for: (i) Faulty operation of computers during the registration process or during the transmission of any data and/or for incorrect or overly slow transmission of data by the internet provider and/or any damage that occurs due to information submitted by you not being received by us or not being received promptly or not being considered, as a consequence
11.1 AGREEMENT TO ARBITRATE.
This section 11 is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Club Space, whether arising out of or relating to these Terms (including any alleged breach thereof), the Club Space Services, any advertising, any aspect of the relationship or transactions between you and Club Space, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against Club Space on your behalf. You agree that, by entering into these Terms, you and Club Space are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
11.2 PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NON- INDIVIDUALIZED RELIEF.
YOU AND CLUB SPACE AGREE THAT BOTH YOU AND CLUB SPACE MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND CLUB SPACE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
11.3 PRE-ARBITRATION DISPUTE RESOLUTION.
Club Space is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support firstname.lastname@example.org. Ifsucheffortsproveunsuccessful,apartywhointendstoseekarbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Club Space should be sent to the email address set forth in section 9 above (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Club Space and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Club Space may commence an arbitration proceeding. Duringthearbitration,theamountofanysettlementoffermadebyClubSpaceoryou shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Club Space is entitled.
11.4 ARBITRATION PROCEDURES.
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a courtwould. Allissuesareforthearbitratortodecide,including,butnotlimitedto,issuesrelating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Club Space and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location
for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Club Space agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
11.5 COSTS OF ARBITRATION.
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Without limiting the severability provision of the these Terms, if a court or the arbitrator decides that any term or provision of this Arbitration Agreement is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of this section 11 are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the Agreement will continue to apply.
11.8 FUTURE CHANGES TO ARBITRATION AGREEMENT.
Notwithstanding any provision in these Terms to the contrary, Club Space agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Club Space written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between you and Club Space in accordance with the language of this Arbitration Agreement.