# Terms of Service

TERMS OF SERVICE

TABLE OF CONTENTS

[Your Relationship With Us](#your-relationship-with-us)

[Accepting the Terms](#accepting-the-terms)

[Changes to the Terms](#changes-to-the-terms)

[Your Account with Club](#your-account-with-club)

[Subscriptions and Renewals](#subscriptions-and-renewals)

[Your Access to and Use of Our Services](#your-access-to-and-use-of-our-services)

[Intellectual Property Rights](#intellectual-property-rights)

[Content](#content)

[Policies for feed Creation, Use, and Management](#policies-for-feed-creation-use-and-management)

[Monetization Options](#monetization-options)

[Creator Payouts](#creator-payouts)

[AI Generated Content](#ai-generated-content)

[Account Suspension, Termination, and Related Consequences](#account-suspension-termination-and-related-consequences)

[Term and Termination](#term-and-termination)

[Indemnity](#indemnity)

[Exclusion of Warranties](#exclusion-of-warranties)

[Limitation of Liability](#limitation-of-liability)

[Other Terms](#other-terms)

[ARBITRATION AND CLASS ACTION WAIVER](#arbitration-and-class-action-waiver)

[Additional App Store Terms](#additional-app-store-terms)

[Contact Club](#contact-club)<br>

Additional Important Links:

[Community Guidelines](https://docs.club.com/legal-and-compliance/community-guidelines)

[Privacy Policy](https://docs.club.com/legal-and-compliance/privacy-policy)\ <br>

#### YOUR RELATIONSHIP WITH US

Welcome to Club (the “Platform”), which is provided by ClubCreators Inc. and any subsidaries (“Club,” “we,” “us,” or “our”). For purposes of these Terms of Service, “you” and “your” means you as the user of the Services (as defined below).

You are reading the Terms of Service (the “Terms”) that govern the relationship and serve as an agreement between you and us and set forth the terms and conditions by which you may access and use the Platform and our related websites (including through [Club.com](https://club.com/)), services, applications (including the Club mobile application and desktop-based applications, if offered), products, and content (collectively, the “Services”). The Terms include, without limitation, these Terms of Service, the Acceptable Use Policy, [Community Guidelines](https://docs.club.com/legal-and-compliance/community-guidelines), [Privacy Policy](https://docs.club.com/legal-and-compliance/privacy-policy), and any other agreement linked to herein or in any other incorporated document or that has been incorporated by reference herein or in any other incorporated document. Access to certain Services or features of the Services (such as, by way of example and not limitation, the ability to submit or share User Content (defined below)) may be subject to age restrictions and not available to all users of the Services. Our Services are provided for private, non-commercial use. For purposes of these Terms, “you” and “your” means you as the user of the Services.

The Terms form a legally binding agreement between you and us. Please take the time to read them carefully. If you are under age 18, you are not permitted to use the Services at this time.

ARBITRATION NOTICE: THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. FOR MORE DETAILED INFORMATION, PLEASE SEE THE SECTION LABELLED “ARBITRATION AND CLASS ACTION WAIVER.” BY AGREEING TO THESE TERMS, YOU AGREE TO RESOLVE ALL DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THE DISPUTE DECIDED BY A JUDGE OR JURY, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN COLLECTIVE ACTION, WHETHER THAT BE A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION. YOU HAVE THE ABILITY TO OPT-OUT OF THIS ARBITRATION CLAUSE BY SENDING US NOTICE OF YOUR INTENT TO DO SO WITHIN THIRTY (30) DAYS OF YOUR INITIAL AGREEMENT TO THESE TERMS.

#### ACCEPTING THE TERMS

By accessing or using our Services, you confirm that you can form a binding contract with Club, that you accept these Terms and that you agree to comply with them. Your access to and use of our Services is also subject to our [Privacy Policy](https://docs.club.com/legal-and-compliance/privacy-policy) and [Community Guidelines](https://docs.club.com/legal-and-compliance/community-guidelines), the terms of which can be found directly on the Platform, or where the Platform is made available for download, on your personal device’s applicable app store, and are incorporated herein by reference. You acknowledge that when you download, install, or use the Services, Club may use automatic means (including, for example, cookies and web beacons) to collect information about your personal device, or any other device you may use to access the Services, and about your use of the Services. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Services or certain of its features or functionality, and the Services may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with the Services is subject to our [Privacy Policy](https://docs.club.com/legal-and-compliance/privacy-policy). By accessing or using the Services, you consent to the terms of the [Privacy Policy](https://docs.club.com/legal-and-compliance/privacy-policy), which are incorporated in these Terms.

If you are accessing or using the Services on behalf of a business or entity, then: (a) “you” and “your” includes you and that business or entity; (b) you represent and warrant that you are an authorized representative of the business or entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf; and, (c) your business or entity is legally and financially responsible for your access or use of the Services as well as for the access or use of your account by others affiliated with your entity, including any employees, agents or contractors.

You can accept the Terms, including our [Privacy Policy](https://docs.club.com/legal-and-compliance/privacy-policy), by accessing or using our Services. You understand and agree that we will treat your access or use of the Services as acceptance of the Terms, including our [Privacy Policy](https://docs.club.com/legal-and-compliance/privacy-policy), from that point onwards.

#### CHANGES TO THE TERMS

We amend these Terms from time to time, for instance when we update the functionality of our Services, when we combine multiple apps or services operated by us or our affiliates into a single combined service or app, or when there are regulatory changes. We will use commercially reasonable efforts to generally notify all users of any material changes to these Terms, such as through a notice on our Platform. Users may check for updates to the Terms of Service at any point by going to Club’s website.however, you should look at the Terms regularly to check for such changes. We will also update the “Last Updated” date at the top of these Terms, which reflect the effective date of such Terms. Your continued access or use of the Services after the date of the new Terms constitutes your acceptance of the new Terms. If you do not agree to the new Terms, you must stop accessing or using the Services.

#### YOUR ACCOUNT WITH CLUB

To access or use some of our Services, you must create an account with us. When you create this account, you must provide accurate and up-to-date information. It is important that you maintain and promptly update your details and any other information you provide to us, to keep such information current and complete.

To register as a User and open a Club account:

1. You must be at least 18 years old;
2. You must be able to be legally bound by a contract with us;
3. You must be legally permitted to join, view Content, and use any functionality provided by Club;
4. You must not be convicted of a serious crime, must not be a convicted sex offender, and we must not have previously disabled your account for violations of our Terms or [Community Guidelines](https://docs.club.com/legal-and-compliance/community-guidelines).

If you do not meet the above requirements, you must not access or use our Services. You may also be asked to provide additional information prior to account approval.&#x20;

To register as a Creator, you must also:

1. Complete our identity verification process, which may include, without limitation:
2. Providing government-issued photo identification (for example, a passport, driver’s license, or national ID card);
3. Complete age verification; and,
4. Facial recognition used for the purposes of confirming your identity
5. Add a bank account, payment details for your bank account, or another payment method;
6. Select a method for us to transfer earnings to you;
7. Submit additional age or identity verification information any time we ask for it;
8. Set a monthly subscription price, if any, for your subscribers;
9. Add content for subscribers to view when they subscribe to your account; and,
10. Provide any additional information we request, which may depend on where you live or your nationality.&#x20;

To the extent that you have selected or been assigned an account password, it is important that you keep your account password confidential and that you do not disclose it to any third party. You agree that you are solely responsible (to us and to others) for the activity that occurs under your account. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your username, password, or other security information. You also agree to ensure that you log out of your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. If you know or suspect that any third party knows your password or has accessed your account, you must notify us immediately by email at: <safety@club.com>.

You may provide us with our telephone number as part of creating your User Account or otherwise. By providing a telephone number, you consent to receiving autodialed or prerecorded calls and/or text messages from us, or on our behalf, at such telephone number. We may place such calls or send such texts to (a) help keep your User Account secure through the use of multi-factor authentication (“MFA”); (b) help you access your User Account if you are experiencing difficulties; and/or (c) as otherwise necessary to service your account or enforce these Terms, our policies, Applicable Law, or any other agreement we may have with you. Part of the MFA identity-verification process may involve Club sending text messages containing security codes to the telephone number you provided, and you agree to receive such texts from or on behalf of Club.&#x20;

You can prepay an amount on Club to purchase our on-Platform currency, ClubCash, which you will later use for payments to Creators, to unlock content, and to make other on-Platform purchases (except Subscriptions, see below). ClubCash is subject to a maximum amount as indicated. Interest will not accrue on ClubCash, ClubCash does not expire, and will not decline in balance. ClubCash is non-refundable, which means that you are not entitled to a refund of any unused ClubCash. ClubCash may be purchased at the rate of US $0.10 for one (1) ClubCash.

We reserve the right to disable your user account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your account which, in our sole discretion, would or might cause damage to or impair the Services or infringe or violate any third party rights, or violate any applicable laws or regulations.

If you no longer want to use our Services again, and would like your account deleted, you should delete your account by using the “Delete My Account” feature under the “Account” option within the “Settings” menu in the mobile and desktop applications (or in a similar location under any website version of the Platform). If you need assistance with deleting your account, please contact us at <support@club.com>. We will provide you with further assistance and guide you through the process. Once you choose to delete your account, you will not be able to reactivate your account or retrieve any of the content or information you have added.

<br>

#### SUBSCRIPTIONS AND RENEWALS

Creator interactions are governed by \[the Contract between User and Creator]. We may moderate Content and we facilitate Creator interactions by providing the Club platform, but we are not a party to the Contract between User and Creator or any other contract between a User and a Creator, and we are not responsible for Creator interactions.&#x20;

Creators are solely responsible for determining any pricing applicable to Creator interactions. All prices appear, and are charged, in United States Dollars (USD). Payment providers may charge currency conversion fees.&#x20;

Certain aspects of Club may be provided for free, while certain other aspects of the Platform may be provided for a fee (“Fee”). Each Fee (including each Subscription fee) is the sum of the applicable Club Fee(s) and any applicable third-party Fee(s). By electing to use non-free aspects of the Service, including enrolling in Subscription(s) (as defined below), you agree to the pricing and payment terms applicable to you, as may be made available on our website or via your User Account, and as incorporated by reference herein. We may add new products and/or services for additional Fees, add or amend Fees for existing products and/or services, and/or discontinue offering any Subscriptions at any time; provided, however, that if we have agreed to a specific Subscription term and a corresponding Subscription Fee, then that Subscription will remain in force for that Subscription Fee during that Subscription term. Any change to our pricing and payment terms will become effective in the billing cycle following our provision of notice of such change. Except as may be expressly stated in these Terms, all Fees must be paid in advance, payment obligations are non-cancelable once incurred (subject to any cancellation rights set forth in these Terms), and Fees paid are non-refundable. Fees are stated exclusive of any taxes, levies or duties (collectively, but, for clarity, excluding taxes based on our net income, “Taxes”). You will be responsible for paying all Taxes associated with your purchases and/or Subscriptions in connection with the Service. You are solely responsible for reporting and paying any income, withholding, or other taxes that may be due as a result of money you earn through the Service. Club may collect tax identification information and, where legally required, report your earnings to tax authorities. You agree to provide accurate information and documents for tax determination and compliance as requested by Club.

When a Creator receives Notice that the Creator interaction has been confirmed, that Creator must perform their part of the Creator interaction. Creators agree to indemnify us for any breach of this obligation and are responsible for any loss or damage we suffer as a result of such failure.

Before entering into a Creator interaction with a particular Creator, Users must add payment information to their account and then click 'Subscribe' on the relevant Creator's account. Users authorize Club to supply payment information details to a third-party payment provider for the purpose of processing user payments, including Subscriptions and ClubCash purchases. The payment provider will take: (i) periodic payments for User Payments which are Subscriptions; and (ii) immediate payments for User Payments other than Subscriptions, including ClubCash. You authorize and consent to each of these payments being debited using your supplied payment information. If you provide details of more than one payment method and a User Payment from the first method fails, we will use the other payment method for the User Payment.&#x20;

When you select "Subscribe," you agree to start a Subscription. A Subscription will automatically renew at the current rate (plus Indirect Sales Tax). You authorize us to charge you again after each Subscription, unless: (i) your payment is declined and you have not provided another payment; (ii) the Subscription price has increased; (iii) you switched off the "Auto-Renew" feature on the Creator's account; or (iv) you close your Club account before the new subscription period begins. Subscriptions may not be paid for on Club using ClubCash. By selecting "Subscribe," you agree to these provisions, and acknowledge that you will not receive further Notice regarding the renewal of that Subscription. YOU UNDERSTAND THAT UNLESS AND UNTIL YOU NOTIFY US OF YOUR INTENT TO CANCEL, YOUR SUBSCRIPTION AND THE CORRESPONDING SUBSCRIPTION FEE WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE EACH OF CLUB AND PAYMENT PROCESSOR (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE APPLICABLE SUBSCRIPTION FEE AND ANY APPLICABLE TAXES, USING ANY OF YOUR PAYMENT METHODS.&#x20;

If you cancel a Subscription, you can view the relevant Creator's Content until the end of the subscription period in which you cancelled, after which no further payments will be taken from you in respect of subscriptions to that Creator's profile (unless you begin a new Subscription to that Creator's profile), and you will no longer be able to view the relevant Creator's Content.

You agree not to make: (i) unjustified requests for a refund; or (ii) unjustified chargeback requests of your payment card provider in relation to any Creator Interaction or tip to a Creator. If we determine that any refund or chargeback request was made by you in bad faith, we may suspend or delete your User account.

<br>

#### YOUR ACCESS TO AND USE OF OUR SERVICES

Subject to these Terms, Club grants you a limited, non-exclusive, non-transferable license to: (a) use, and, to the extent applicable, download and install, the Services on a single personal device owned or otherwise controlled by you; and, (b) access, stream, download, and use on such personal device the Services (including the Club application), Club Content (as defined below), User Content (as defined below), and other content and features made available in or otherwise accessible through the Services, provided that such use is strictly in accordance with these Terms. Club reserves all rights not expressly granted herein in the Services and the Club Content. You acknowledge and agree that Club may terminate this license at any time for any reason or no reason.

Some Content on the Services contains mature material, and you acknowledge and agree to this when you access the Services and such material. Club is not responsible for any loss or damage you suffer as a result of how or where you view Content.

Your access to and use of the Services is subject to these Terms and all applicable laws and regulations. You may not:

* access or use the Services if you are not fully able and legally competent to agree to these Terms or are authorized to use the Services by a legal guardian;
* access or use the Services if you are a convicted sex offender, if we have previously disabled your account for violations of our Terms or the [Community Guidelines](https://docs.club.com/legal-and-compliance/community-guidelines), or other terms and policies that apply to your use of the Services, or you are otherwise prohibited from receiving our Services under applicable laws.
* make unauthorized copies, modify, adapt, translate, reverse engineer, disassemble, decompile, or create any derivative works of the Services or any content included therein, including any files, tables, or documentation (or any portion thereof) or determine or attempt to determine any source code, algorithms, methods, or techniques embodied by the Services or any derivative works thereof;
* distribute, license, transfer, or sell, in whole or in part, any of the Services or any derivative works thereof;
* market, rent or lease the Services for a fee or charge, or use the Services to advertise or perform any commercial solicitation;
* use the Services, without our express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;
* interfere with or attempt to interfere with the proper working of the Services, disrupt our Platform or any networks connected to the Services, or bypass any measures we may use to prevent or restrict access to the Services;
* incorporate the Services or any portion thereof into any other program or product. In such case, we reserve the right to refuse service, terminate accounts, or limit access to the Services in our sole discretion;
* use automated scripts to collect information from or otherwise interact with the Services;
* impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute, or otherwise make available emanates from the Services;
* intimidate or harass another, or promote sexually explicit material, violence or discrimination based on racial or ethnic background, sex or gender identity, religion, political affiliation, nationality, disability, sexual orientation, or age;
* use or attempt to use another’s account, service, or system without authorization from Club, or create a false identity on the Services;
* use the Services in a manner that may create a conflict of interest or undermine the purposes of the Services, such as trading reviews with other users or writing or soliciting fake reviews;
* use the Services to upload, transmit, distribute, store, or otherwise make available in any way:
* files that contain viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;
* any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other prohibited form of solicitation;
* any private information of any third party, including addresses, phone numbers, email addresses, number and feature in the personal identity document (e.g., Social Security Numbers, passport numbers) or credit card numbers;
* any material which does or may infringe any copyright, trademark, or other intellectual property or privacy rights of any other person;
* any material which is defamatory of any person, obscene, offensive, pornographic, hateful, or inflammatory;
* any material that would constitute, encourage, or provide instructions for a criminal offense, dangerous activities, or self-harm;
* any material that is deliberately designed to provoke or antagonize people, especially trolling and bullying, or is intended to harass, harm, hurt, scare, distress, embarrass, or upset people;
* any material that contains a threat of any kind, including threats of physical violence;
* any material that is racist or discriminatory, including discrimination on the basis of someone’s race, religion, age, gender, disability, or sexuality;
* any answers, responses, comments, opinions, analysis, or recommendations that you are not properly licensed or otherwise qualified to provide, including legal or medical advice; or
* material that, in the sole judgment of Club, is objectionable or which restricts or inhibits any other person from using the Services, or which may expose Club, the Services or its users to any harm or liability of any type.

In addition to the above, your access to and use of the Services must, at all times, be compliant with our [Community Guidelines](https://docs.club.com/legal-and-compliance/community-guidelines). You are responsible for all uses of your account, including if you are a Creator and any person assists you with the operations of your account. Club’s relationship is with each account holder, not the third-party, and you will be legally responsible for ensuring that the use of your account and the Content you submit complies with these Terms.

If we disable your account for a violation of our Terms, the [Community Guidelines](https://docs.club.com/legal-and-compliance/community-guidelines), or other terms and policies, you agree not to create another account without our permission. Receiving permission to create a new account is provided at our sole discretion and does not meet or imply that the disciplinary action was wrong or without cause.

We reserve the right, at any time and without prior notice, to remove or disable access to content at our discretion for any reason or no reason. Some of the reasons we may remove or disable access to content may include finding the content objectionable, in violation of these Terms or our [Community Guidelines](https://docs.club.com/legal-and-compliance/community-guidelines), or otherwise harmful to the Services or our users. Content removed from your gallery due to Community Guidelines violations may not qualify for a refund. Our automated systems analyze your content (including emails you send to us) to provide you personally relevant product features, such as customized search results, tailored advertising, and spam and malware detection. This analysis occurs as the content is sent, received, and when it is stored.

The Services may be integrated with, or may otherwise interact with, third-party applications, websites, and services (“Third-Party Applications”) and third-party personal computers, mobile devices, wearable devices, speakers, and other devices (“Devices”). Your use of such Third-Party Applications and Devices may be subject to additional terms, conditions, and policies provided to you by the applicable third party. Club does not guarantee that Third-Party Applications and Devices will be compatible with the Services. We encourage you to review all additional terms, conditions, and policies, including available privacy policies, before you use any Third-Party Applications or Devices.

Links. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. The website on which you are linking must comply in all respects with the content standards set out in this section. We reserve the right to withdraw linking permission without notice.

Updates. Club may from time to time in its sole discretion develop and provide Services updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Club has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your personal device settings, when your personal device is connected to the internet either: (a) the Services (namely, the mobile and desktop applications) will automatically download and install all available Updates; or, (b) you may receive notice of or be prompted to download and install available Updates. You agree to promptly download and install all Updates and acknowledge and agree that the Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to all terms and conditions of these Terms.

<br>

#### INTELLECTUAL PROPERTY RIGHTS

We respect intellectual property rights and ask you to do the same. As a condition of your access to and use of the Services, you agree to the terms of the following Intellectual Property Rights policy.

Copyright. We take claims of copyright infringement seriously. The use of copyrighted content of others without proper authorization or legally valid reason may lead to a violation of Club’s policies. At the same time, not all unauthorized uses of copyrighted content constitute an infringement. In many countries, exceptions to copyright infringement allow the use of copyrighted works under certain circumstances without authorization. These include the fair use doctrine in the United States and other equivalent exceptions under applicable local laws in other countries.

Any user content that infringes another person’s copyright may be removed. The account may be suspended or terminated for multiple copyright violations in connection with the use of the Services or app, or other violations of these Terms and our [Community Guidelines](https://docs.club.com/legal-and-compliance/community-guidelines). We reserve the right to refuse any account holder whose account was used for improper activities from opening a new account on Platform or otherwise hosted by Club.

Reporting Copyright Infringement Under DMCA. If you are the content owner, contacting the user directly may resolve your complaint more quickly and in a way that is more beneficial to you, the user, and our community. If you choose to report copyright infringement to us, we will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

* Your physical or electronic signature.
* Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works.
* Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
* Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
* A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
* A statement that the information in the written notice is accurate.
* A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:

ClubCreators Inc.\
ATTN: DMCA Agent\
6 Harrison Street\
Fl. 5\
New York, NY 10013 USA

Email:&#x20;

<br>

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

DMCA Counter Notification Procedures. If you believe that material you posted on the Services was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter Notice must include substantially the following:

* Your physical or electronic signature.
* An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
* Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
* A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
* A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Services may be found) and that you will accept service from the person (or an agent of that person) who provided the Services with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Trademark. A trademark is a word, symbol, slogan, design, or combination of any of the foregoing that identifies the source of a product or service and distinguishes it from other products or services. Any content that violates another’s trademark rights may be taken down. Repeat violations of trademark rights in connection with the use of the Services, or other violations of these Terms and our [Community Guidelines](https://docs.club.com/legal-and-compliance/community-guidelines) may result in the suspension or termination of the user account. We reserve the right to refuse any account holder whose account was used for improper activities from opening a new account on the Platform, in connection with the Services, or otherwise hosted by Club.

If you are the trademark owner, contacting the user directly may resolve your complaint more quickly and in a way that is more beneficial to you, the user, and our community. If you choose to report trademark infringement to us, please contact us <legal@club.com> and provide all information necessary to identify your trademark and the infringing content. Your notice must include, at minimum, the following:

* Identification of the trademark you believe to have been infringed including trademark registration number(s) and jurisdiction of registration. If your trademark is not registered but you claim common law rights to such trademark (where available under applicable law), please provide sufficient information to identify the unregistered, common law trademark.
* Identification of the content you believe to be infringing your trademark in a sufficiently precise manner to allow us to locate that material.
* Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

We may request additional information from you to process your trademark infringement complaint. Failure to include necessary information may limit our ability to deal with your claims and may result in your complaint being denied. We may provide the account holder with your contact information, including the email address and the name of the trademark owner, and/or details of the complaint, in accordance with these Terms and our Privacy Policy.

Before submitting a notification, please be aware that intentionally submitting a misleading or fraudulent report may lead to liability for damages under laws as may be applicable in some countries.

If you receive a trademark infringement notification that you believe to be in error or believe that you are authorized to use the content, you can reach out to the trademark owner directly to request a retraction.

Repeat Infringers. It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

Usage Data. We may collect, or you may provide to us, diagnostic, technical, usage, and/or related information, including information about your computers, mobile devices, systems, and software (collectively, “Usage Data”). All Usage Data is and will be owned solely and exclusively by us, and, to the extent any ownership rights in or to the Usage Data vest in you, you hereby assign to us all rights (including intellectual property rights), title, and interest in and to same. Accordingly, we may use, maintain, and/or process the Usage Data or any portion thereof for any lawful purpose, including, without limitation: (a) to provide and maintain the Services; (b) to improve our products and services (including the Services), and to develop new products, services, and/or features; (c) to monitor your usage of the Services; (d) for research and analytics, including, without limitation, data analysis, identifying usage trends, and/or customer research; and (e) to share analytics and other derived Usage Data with third parties, solely in de-identified or aggregated form. The Services may contain technological measures designed to prevent unauthorized or illegal use of the Services; you understand and acknowledge that we may use these and other lawful measures to verify your compliance with these Terms and to enforce our rights, including intellectual property rights, in and to the Services.

Open Source Software. Some software used in our Services may be offered under an open source license that we make available to you. There may be provisions in an open source license that expressly override some of these terms, so please be sure to read those licenses.

<br>

#### CONTENT

Club Content

As between you and Club, all content, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music on and “look and feel” of the Services, and all intellectual property rights related thereto (the “Club Content”), are either owned or licensed by Club, it being understood that you or your licensors will own any User Content (as defined below) you upload or transmit through the Services. Use of the Club Content or materials on the Services for any purpose not expressly permitted by these Terms is strictly prohibited. Such content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent. We and our licensors reserve all rights not expressly granted in and to their content.

You acknowledge and agree that we may generate revenues, increase goodwill, or otherwise increase our value from your use of the Services, including, by way of example and not limitation, through the sale of advertising, sponsorships, promotions, and usage data, and except as specifically permitted by us in these Terms or in another agreement you enter into with us, you will have no right to share in any such revenue, goodwill, or value whatsoever. You further acknowledge that, except as specifically permitted by us in these Terms or in another agreement you enter into with us, you: (a) have no right to receive any income or other consideration from any User Content (defined below) or your use of any musical works, sound recordings, or audiovisual clips made available to you on or through the Services, including in any User Content created by you; and, (b) are prohibited from exercising any rights to monetize or obtain consideration from any User Content within the Services or on any third party service (e.g., you cannot claim User Content that has been uploaded to a social media platform such as YouTube for monetization).

Subject to the terms and conditions of the Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide license to access and use the Services, including to download the Platform on a permitted device, and to access the Club Content solely for your personal, non-commercial use through your use of the Services and solely in compliance with these Terms. Club reserves all rights not expressly granted herein in the Services and the Club Content. You acknowledge and agree that Club may terminate this license at any time for any reason or no reason.

You acknowledge and agree that when you view content provided by others on the Services, you are doing so at your own risk. The content on our Services is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Services.

We make no representations, warranties, or guarantees, whether express or implied, that any Club Content (including User Content) is accurate, complete, or up to date. Where our Services contain links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. You acknowledge that we have no obligation to pre-screen, monitor, review, or edit any content posted by you and other users on the Services (including User Content).

User-Generated Content

Users of the Services, including Creators, may be permitted to upload, post, or transmit (such as via a stream) or otherwise make available content through the Services including, without limitation, any text, photographs, user videos, sound recordings and the musical works embodied therein, including videos that incorporate locally stored sound recordings from your personal music library and ambient noise (“User Content”). By submitting User Content, you are representing and warranting that it is of satisfactory quality, taking account of any description of the Content, the price (if any), and all other relevant circumstances including any statement or representation which you made about the nature of the content on your account or in any advertising. The information and materials in the User Content have not been verified or approved by us. The views expressed by other users on the Services do not represent our views or values. Club is not responsible for, does not control, and does not endorse any Content you or any other user posts. Club has no direct control over what your Content may comprise and are not obligated to pre-screen Content. Club reserves the right to pre-screen, monitor, or reuse Content, as well as to remove any Content that violates these Terms, our [Community Guidelines](https://docs.club.com/legal-and-compliance/community-guidelines), applicable law, or otherwise.

Whenever you access or use a feature that allows you to upload or transmit User Content through the Services (including via certain third party social media platforms such as, without limitation, Instagram, Facebook, YouTube, X (formerly Twitter), or TikTok), or to make contact with other users of the Services, you must comply with the standards set out in the section labelled “Your Access to and Use of Our Services” above. You agree not to use the Services to share any User Content that is fraudulent, unlawful, harassing, libelous, defamatory, obscene, abusive, invasive of privacy, objectionable, or otherwise violates our [Community Guidelines](https://docs.club.com/legal-and-compliance/community-guidelines). We have a zero-tolerance policy for such content. We reserve the right to remove any prohibited content immediately without notice. You may also choose to upload or transmit your User Content on sites or platforms hosted by third parties. If you decide to do this, you must comply with their content guidelines as well as with the standards set out at “Your Access to and Use of Our Services” above. As noted above, these features may not be available to all users of the Services, and we have no liability to you for limiting your right to certain features of the Services.

You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

Any User Content will be considered non-confidential and non-proprietary. You must not post any User Content on or through the Services or transmit to us any User Content that you consider to be confidential or proprietary. When you submit User Content through the Services, you agree and represent that you own that User Content, or you have received all necessary permissions, clearances from, or are authorized by, the owner of any part of the content to submit it to the Services, to transmit it from the Services to other third party platforms, and/or adopt any third party content.

If you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not post such sound recordings to the Services unless you have all permissions, clearances from, or are authorized by, the owner of any part of the content to submit it to the Services.

You or the owner of your User Content still own the copyright in User Content sent to us, but by submitting User Content via the Services, you hereby grant us an unconditional irrevocable, non-exclusive, royalty-free, fully transferable, perpetual worldwide license to use, modify, adapt, reproduce, make derivative works of, publish and/or transmit, and/or distribute and to authorize other users of the Services and other third-parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit your User Content in any format and on any platform, either now known or hereinafter invented.

You further grant us a royalty-free license to use your user name, image, voice, and likeness to identify you as the source of any of your User Content; provided, however, that your ability to provide an image, voice, and likeness may be subject to limitations due to age restrictions.

You also agree that we may use, maintain, and store the User Content and any other information you submit via the Services in perpetuity and hereby grant Club a non-exclusive, royalty-free, irrevocable worldwide license to use, modify, and adapt your User Content and any other information you submit via the Services to train, develop, adapt, modify, enhance, or improve the Services or any other product or service, including for the purpose of training artificial intelligence features and upgrades.

All of the rights you grant in your User Content in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of third-party services will not have any separate liability to you or any other third party for User Content posted or used on such third party service via the Services.

By posting User Content to or through the Services, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you Post to or through the Services.

We also have the right to disclose your identity to any third party who is claiming that any User Content posted or uploaded by you to our Services constitutes a violation of their intellectual property rights, or of their right to privacy.

We, or authorized third parties, reserve the right to cut, crop, edit, or refuse to publish your content at our or their sole discretion. We have the right to remove, disallow, block, or delete any posting you make on our Services if, in our opinion, your post does not comply with the content standards set out at “Your Access to and Use of Our Services” above. In addition, we have the right – but not the obligation – in our sole discretion to remove, disallow, block, or delete any User Content: (a) that we consider to be in violation of these Terms; or, (b) in response to complaints from other users or third parties, with or without notice and without any liability to you. As a result, we recommend that you save copies of any User Content that you post to the Services on your personal device(s) in the event that you want to ensure that you have permanent access to copies of such User Content. We do not guarantee the accuracy, integrity, appropriateness, or quality of any User Content, and under no circumstances will we be liable in any way for any User Content.

You control whether your User Content is made publicly available on the Services to all other users of the Services or only available to people you approve. To restrict access to your User Content, you should select the privacy setting available within the Platform.

We accept no liability in respect of any content submitted by users and published by us or by authorized third parties.

If you wish to file a complaint about information or materials uploaded by other users, contact us at: <safety@club.com>.

Club takes reasonable measures to expeditiously remove from our Services any infringing material that we become aware of. It is Club’s policy, in appropriate circumstances and at its discretion, to disable or terminate the accounts of users of the Services who repeatedly infringe copyrights or intellectual property rights of others.

While our own staff is continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the user community. If you choose to contribute by sending us or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending feedback to us, you agree that:

* Club has no obligation to review, consider, or implement your feedback, or to return to you all or part of any feedback for any reason;
* feedback is provided on a non-confidential basis, and we are not under any obligation to keep any feedback you send confidential or to refrain from using or disclosing it in any way; and,
* You irrevocably grant us perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody feedback, whether in whole or in part, and whether as provided or as modified.

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#### POLICIES FOR feed CREATION, USE, AND MANAGEMENT

Club enables Creators to create, curate, and manage content channels and communities (“feeds”), as well as Users to subscribe to the feeds created by Creators. The following terms, as well as our [Privacy Policy](https://docs.club.com/legal-and-compliance/privacy-policy), [Community Guidelines](https://docs.club.com/legal-and-compliance/community-guidelines), and the other portions of these Terms, apply to the Creators and admins of feeds (“Admins”). When Admins add content to a feed that violates our policies (or when Admins approve violating content created by others, when such functionality is available), we may be required to take action against the violative aspects of the feed to protect our users, content owners, and the Services. You agree not to use the Services to share content that is fraudulent, unlawful, harassing, libelous, defamatory, obscene, abusive, invasive of privacy, objectionable, or otherwise violates our [Community Guidelines](https://docs.club.com/legal-and-compliance/community-guidelines). We have a zero-tolerance policy for such content. We reserve the right to remove any prohibited content immediately without notice.

Creation and Use. You are not permitted to create feeds for purposes that violate our [Community Guidelines](https://docs.club.com/legal-and-compliance/community-guidelines). You must ensure that content you create or upload to the feeds, or permit to be created or uploaded to a feed you control (when such functionality is available), complies with the standards set forth in these Terms and the [Community Guidelines](https://docs.club.com/legal-and-compliance/community-guidelines). You agree not to use the feeds to share, or permit to be shared to any feed, any User Content that is fraudulent, unlawful, harassing, libelous, defamatory, obscene, abusive, invasive of privacy, objectionable, or otherwise violates our [Community Guidelines](https://docs.club.com/legal-and-compliance/community-guidelines). We have a zero-tolerance policy for such content. We reserve the right to remove any prohibited content immediately without notice. We may be required to take action to protect our users, content owners, and the Services when a feed appears to have been created or used for purposes that violate our policies or applicable law or when they are used to repeatedly or to severely violate our policies, including by removing the feed and all content that had been uploaded to that feed. When we remove a feed or any content from any feed for violating our policies and these Terms, its Admins will not be permitted to create new feeds with the same or similar subject matter in the future.

Promotions. If you use your feed to announce or administer a promotion (a contest, giveaway, or sweepstakes), you must ensure that your promotion complies with applicable legal and regulatory requirements, such as by providing entrants with a copy of the promotion’s official rules, disclosing terms and eligibility requirements, and, in some cases, registering the promotion with the relevant authorities. In your written promotion rules, you must also require participants to fully release and hold harmless Club from all liability and acknowledge that the promotion is in no way sponsored, endorsed, promoted, administered by, or associated with Club. Your promotion must not require or incentivize participants to violate these Terms, and must otherwise be in compliance with our [Community Guidelines](https://docs.club.com/legal-and-compliance/community-guidelines). We will not assist you in publicizing or administering your promotion. Your use of the Services to promote any promotion is at your own risk and liability and you agreed to indemnify Club in connection with such promotion as described in these Terms.

#### Monetization Options

Club offers Creators three mechanisms for monetizing content on their feed:

* Subscriptions. Subscriptions are recurring payments that allow users access to anything locked behind subscriber permission, as well as any additional benefits you choose to offer subscribers.&#x20;
* Locked Content. Locked content is any media either posted on your feed or sent to users via message for which a fee must be paid to be viewed. Note that you may offer a “Preview” which allows a portion of the content to be viewed without paying the fee.&#x20;
* Tips. Users may purchase ClubCash which can then be tipped in any quantity to Creators. Club will automatically convert ClubCash into USD in Creator accounts, with 10 ClubCash equal to $1 USD.

Club’s Fees. Regardless of mechanism, 80% of the payment made by Users will be sent to the Creator. Club will retain the remaining 20%.

#### Creator Payouts

Creators must provide a valid bank account into which Club can send funds. Payouts from Club will appear on your bank statement as CLUBCOM. You are solely responsible for providing and maintaining accurate contact and payment information associated with your account. Note that providing incorrect information may delay your payout or prevent it from being received. Club is not responsible if you do not receive the funds you attempted to withdraw due to incorrect bank account information being added.&#x20;

Creators can request payouts of any funds on the platform at any time so long as the following conditions are met:&#x20;

(1) Creator has a balance of at least $50 USD in their account and is attempting to withdraw that amount or greater; and,&#x20;

(2) It has been at least 14 days since the last successful payout.

Club payments are made in USD. Your bank may charge a fee to change the funds into your local currency and/or other additional fees. Club is not responsible for and does not receive any fee in excess of the Club . Once requested, payouts typically will arrive in your bank within 3-5 business but may take up to 10 business days. If funds have not arrived by that time, please contact your bank to confirm your account is able to receive funds and then contact <payments@club.com> and provide a copy of your bank statement showing the funds have not arrived. Club reserves the right to delay or cancel payouts due to investigation of fraud, potential violations of Club’s terms or for any reason. Club reserves the right to issue refunds to users in certain circumstances at our discretion. We also reserve the right to withhold payment or to debit your account any amounts subject to dispute, such as in the case of credit card chargebacks, pending resolution of the dispute in Club’s favor.

Taxes. Creators are solely responsible for ensuring they pay any tax owed on Club earnings. Depending on where you live and how much you earn on Club you may need to pay tax on your Club earnings.&#x20;

Club may be legally required to share information with your local tax authorities regarding your earnings on the platform and/or provide you with certain tax forms. Any tax forms will be sent to your address on file. Club cannot provide tax advice and none of the above should be interpreted as such. Please speak to a tax professional in your jurisdiction to answer any questions.

Co-Authored Content. Creators are legally responsible for all Content uploaded to your feed. You may upload Content that features someone other than you (“Co-Authored Content”) subject to certain conditions. You warrant that each individual in Co-Authored Content is: (1) a Creator you have tagged using the tools available in the Platform; or, (2) an individual otherwise eligible to be a Creator whose proof of identity and whose written, informed consent you have obtained prior to sharing the Content on Club. You and each co-author will provide Club will necessary documents to confirm you have satisfied the requirements of these Terms. If you, or anyone appearing in Co-Authored Content, do not provide any information requested by Club, we may restrict or delete the Co-Authored Content or your account, and/or withhold all or any portion of your earnings in connection with such Co-Authored Content.&#x20;

Club is not a party to any agreement that you have to create Co-Authored Content or any resulting dispute. All claims arising from Co-Authored Content shall be made against the Creator(s) who posted or who appear in the Co-Authored Content. You will not make any claims against us, and you release us from any claims against us, arising from Co-Authored Content.

Any individual(s) who appear in the Co-Authored Content may, at any time, withdraw their consent to appear in that Co-Authored Content. Co-Authored Content may be deleted where a participant withdraws consent.

Data Collection. In the event you use your feed to collect content or information from people who interact with the feed, you must first provide them with notice of your data collection activities and require their explicit consent to your use of their data. You must clearly explain that you, and not Club, are collecting this data.

Branded Content and Transparency. If you use your feed to promote branded content or are otherwise given anything of value to promote someone else’s products or services within your feed, you must ensure that your promotion complies with applicable legal and regulatory requirements, including by disclosing the commercial nature of your content. Your use of a feed to promote branded content is at your own risk and liability.

#### AI Generated Content.&#x20;

AI Generated content must comply with our Terms of Service and must be clearly and conspicuously captioned as AI Generated Content with an identifier such as #ai, #genAI, or #AIGenerated. Accounts feature AI Generated Creators or Creators modified by AI to substantially change the physiological attributes of a Creator, such as, but without limitation, gender, nationality, species, or otherwise, must be similarly clearly and conspicuously captioned as AI Generated or AI Modified content.

Legal Compliance. feeds must not promote illegal activities, products, or services. You are responsible for ensuring that your feed complies with all applicable laws, statutes, rules, and regulations, including those related to the promotion of age-restricted activities and substances. You are solely responsible for including all necessary disclosures related to your feed, including those disclosures required to indicate the commercial nature of the content posted to your feed.

#### Account Suspension, Termination, and Related Consequences.

We may suspend or delete your account with 30 days' Notice, at any time, for any reason. At any time, without warning or Notice and for as long as is necessary to review the relevant facts, we may: (i) suspend or delete your account and/or your Content; (ii) pause User Payments which would have been due during the suspension period; (iii) withhold any part of your Creator earnings; and/or (iv) suspend, refund, or cancel User Payments if: (1) we think you have or may have seriously or repeatedly breached the Terms of Service; (2) you attempt, or threaten, to breach the Terms of Service in a way which we think has or could have serious consequences for us or another User; and/or, (3) we suspect that all or any part of the Creator earnings result from unlawful or fraudulent activity, either by you or by the Fan who made the User Payment resulting in the Creator earnings.

If, based on our review of the relevant facts, we determine that any of the above is true, we may: (i) delete your account and/or your Content; (ii) treat any part of your Creator earnings as forfeited; and/or (iii) refund or cancel User Payments. We will notify you when we take any such action and will provide a statement of reasons why. If we terminate your User account for violating the Terms of Service, User Payments, including prepaid Subscription payments, will not be refunded.

<br>

#### TERM AND TERMINATION

The term of these Terms commences when you download, install, or first register to use the Services, whichever takes place first, and will continue in effect until terminated by you or Club as set forth in this section.

You may terminate this agreement by deleting the Platform and any related Services and all copies thereof from your personal device(s). To delete your account, you should use the “Delete My Account” feature under the “Account” option within the “Settings” menu in the mobile and desktop applications (or in a similar location under any website version of the Platform). If you need assistance with deleting the Platform, please contact us at <support@club.com>. Account deletion does not guarantee deletion of all personal data that Club has about a user. To exercise privacy rights such deletion, contact <privacy@club.com>. Club may be unable to fulfill certain privacy rights requests, such as deletion, where permitted exceptions apply under applicable law. For example, Club may retain personal data as necessary to complete transactions or to establish, exercise, or defend legal claims.&#x20;

If you are a Creator, your account will remain open until all active Subscriptions expire. We will then pay all unpaid Creator earnings and delete the account. All subscriptions will be deleted and cannot be renewed. After we delete your account, you will not have access to your former account or its Content. Deleting your Creator account will not automatically delete Co-Authored Content posted by another Creator.

Club may terminate this agreement at any time without notice in its sole discretion. In addition, this agreement will terminate immediately and automatically without obligation to provide notice to you if you violate any of the terms and conditions of these Terms. If you are a user and commence proceedings against Club or any of our parents, subsidiaries, affiliates, or any of their and our officers, directors, employees, agents, or advisors, we reserve the right to terminate your account to minimize the risk of potential harm to Club and our community.

Upon termination: (a) all rights granted to you under these Terms will also terminate; and, (b) you must immediately cease all use of the Services and delete all copies of the Platform from your personal device and account. Termination will not limit any of Club’s rights or remedies at law or in equity.

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#### INDEMNITY

You agree to defend, indemnify, and hold harmless Club, its parents, subsidiaries, and affiliates, and each of their respective officers, directors, employees, agents, and advisors from any and all claims, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, arising out of a breach by you or any user of your account of these Terms or arising out of a breach of your obligations, representation, and warranties under these Terms, including but not limited to the User Content you submit or make available through the Services.

<br>

#### EXCLUSION OF WARRANTIES

NOTHING IN THESE TERMS SHALL AFFECT ANY STATUTORY RIGHTS THAT YOU CANNOT CONTRACTUALLY AGREE TO ALTER OR WAIVE AND ARE LEGALLY ALWAYS ENTITLED TO AS A CONSUMER.

THE SERVICES ARE PROVIDED “AS IS” WITH ALL FAULTS AND DEFECTS AND WE MAKE NO WARRANTY OR REPRESENTATION TO YOU WITH RESPECT TO THEM. IN PARTICULAR WE DO NOT REPRESENT OR WARRANT TO YOU THAT:

* YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS;
* YOUR USE OF THE SERVICES AND YOUR CONTENT IS NOT VIEWABLE BY INDIVIDUALS THAT MAY RECOGNIZE YOUR IDENTITY;
* YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
* ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND,
* DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

NO CONDITIONS, WARRANTIES OR OTHER TERMS (INCLUDING ANY IMPLIED TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE OR CONFORMANCE WITH DESCRIPTION) APPLY TO THE SERVICES EXCEPT TO THE EXTENT THAT THEY ARE EXPRESSLY SET OUT IN THE TERMS. WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR PLATFORM FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE.

IN NO EVENT ARE YOU GUARANTEED THAT YOU WILL GENERATE EARNINGS OR OTHER CONSIDERATION FROM YOUR USE OF CLUB.

<br>

#### LIMITATION OF LIABILITY

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS, OR SUBCONTRACTORS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

SUBJECT TO THE PARAGRAPH ABOVE, WE SHALL NOT BE LIABLE TO YOU FOR:

* ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY);
* ANY LOSS OF GOODWILL OR REPUTATIONAL HARM;
* ANY LOSS OF OPPORTUNITY;
* ANY LOST, STOLEN, OR COMPROMISED USER ACCOUNTS, PASSWORDS, EMAIL ACCOUNTS, OR ANY RESULTING UNAUTHORIZED ACTIVITIES OR RESULTING UNAUTHORIZED PAYMENTS OR WITHDRAWALS OF FUNDS;
* ANY LOSS OF DATA SUFFERED BY YOU, INCLUDED CIRCULATION OF CONTENT RECORDED BY ANY USER IN VIOLATION OF THESE TERMS; OR,
* ANY INDIRECT OR CONSEQUENTIAL LOSSES WHICH MAY BE INCURRED BY YOU. ANY OTHER LOSS WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO CLUB WITHIN THE LAST 12 MONTHS.

ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF:

* ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICE;
* ANY CHANGES WHICH WE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
* THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
* YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION; OR,
* YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

WE WILL NOT BE LIABLE FOR DAMAGE THAT YOU COULD HAVE AVOIDED BY FOLLOWING OUR ADVICE TO APPLY AN UPDATE OFFERED TO YOU FREE OF CHARGE OR FOR DAMAGE THAT WAS CAUSED BY YOU FAILING TO CORRECTLY FOLLOW INSTALLATION INSTRUCTIONS OR TO HAVE IN PLACE THE MINIMUM SYSTEM REQUIREMENTS ADVISED BY US.

WE DO NOT CONTROL CONTENT THAT USERS POST ON CLUB. WE DO NOT CHOOSE, ENDORSE, AUTHORISE, APPROVE OR GUARANTEE THE COMPLETENESS, LEGITIMACY, LEGALITY, ACCURACY, OR RELIABILITY OF ANY CONTENT USERS POST ON CLUB. WE COMPLY WITH APPLICABLE LAWS REQUIRING US TO USE PROPORTIONATE MEASURES TO QUICKLY REMOVE ILLEGAL CONTENT WHEN WE BECOME AWARE IT IS ON CLUB. YOU MAY REPORT CONTENT YOU SUSPECT MAY BE ILLEGAL BY FOLLOWING OUR COMPLAINTS POLICY.

THESE LIMITATIONS ON OUR LIABILITY TO YOU SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

YOU ARE RESPONSIBLE FOR ANY MOBILE CHARGES THAT MAY APPLY TO YOUR USE OF OUR SERVICE, INCLUDING TEXT MESSAGING AND DATA CHARGES. IF YOU’RE UNSURE WHAT THOSE CHARGES MAY BE, YOU SHOULD ASK YOUR SERVICE PROVIDER BEFORE USING THE SERVICE.

TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICES, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CREATOR, CARRIER, COPYRIGHT OWNER, OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE US AND OUR AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

<br>

#### OTHER TERMS

California Consumer Rights Notice. The provider of the Service is set forth herein. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting it at the contact information set forth at <https://www.dca.ca.gov/about_us/contactus.shtml>.

Exports. You agree that you will not export or re-export, directly or indirectly the Services and/or other information or materials provided by Club hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported: (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country; or, (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.

U.S. Government Restricted Rights. The Services and related documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users: (a) only as Commercial Items; and, (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

Entire Agreement. These Terms constitute the whole legal agreement between you and Club and govern your use of the Services and completely replace any prior agreements between you and Club in relation to the Services.

No Waiver. Our failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on, or estoppel with respect to, any future occasion. No failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under these Terms, or any act, omission, or course of dealing between the Parties shall constitute a waiver or estoppel of any right, remedy, power, privilege, or condition arising under these Terms and shall not preclude any other or further exercise of any other right, remedy, power, or privilege or the enforcement of any condition provided for herein or by law or in equity.

Security. We do not guarantee that our Services will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programs, and platform to access our Services. You should use your own virus protection software.

Severability. If any court of law, having jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms, and the remaining provisions of the Terms will continue to be valid and enforceable.

Governing Law. All matters relating to the Services and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) and shall be subject to the dispute resolution procedures described in these Terms.

LIMITATION OF TIME TO FILE CLAIMS. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

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#### ARBITRATION AND CLASS ACTION WAIVER

This section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully. You may opt out of the arbitration agreement by following the opt out procedure described below.

Informal Process First. You agree that in the event of any dispute between you and Club, you will first contact Club and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.

Arbitration Agreement. After the informal dispute resolution process any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of Club’s services and/or products, including the Services, or relating in any way to the communications between you and Club or any other user of the Services, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to you and Club. However, this arbitration agreement does not: (a) govern any Claim by Club for infringement of its intellectual property or access to the Services that is unauthorized or exceeds authorization granted in these Terms; or, (b) bar you from making use of applicable small claims court procedures in appropriate cases. If you are an individual, you may opt out of this arbitration agreement within thirty (30) days of the first of the date you access or use this Services by following the procedure described below.

You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Club are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive any termination of these Terms.

If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to:

<br>

ClubCreators Inc.\
ATTN: Legal Notices\
6 Harrison Street\
Fl. 5\
New York, NY 10013 USA

Email: <legal@club.com>

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The arbitration will be administered by the American Arbitration Association (AAA) under its rules including, if you are an individual, the AAA’s Supplementary Procedures for Consumer-Related Disputes. If you are not an individual or have used the Services on behalf of an entity, the AAA’s Supplementary Procedures for Consumer-Related Disputes will not be used. The AAA’s rules are available at [www.adr.org](http://www.adr.org/) or by calling 1-800-778-7879.

Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. If you are an individual and have not accessed or used the Services on behalf of an entity, we will reimburse those fees for claims where the amount in dispute is less than $10,000, unless the arbitrator determines the claims are frivolous, and we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence will not apply to the “Class Action Waiver” section below.

If you do not want to arbitrate disputes with Club and you are an individual, you may opt out of this arbitration agreement by sending an email to <legal@club.com> within thirty (30) days of the first of the date you access or use the Services.

Class Action Waiver. Any Claim must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived, and that any claims must be decided individually, through arbitration.

If this class action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and Club each waive any right to a jury trial.

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#### ADDITIONAL APP STORE TERMS

To the extent permitted by applicable law, the following supplemental terms shall apply when accessing the Services through specific devices:

Apple’s App Store. By downloading the Services from a device made by Apple, Inc. (“Apple”) or from Apple’s App Store, you specifically acknowledge and agree that:

* These Terms are between Club and you; Apple is not a party to these Terms.
* The license granted to you hereunder is limited to a personal, limited, non-exclusive, non-transferable right to install the Services on the Apple device(s) authorized by Apple that you own or control for personal, non-commercial use, subject to the Usage Rules set forth in Apple’s App Store Terms of Services.
* Apple is not responsible for the Services or the content thereof and has no obligation whatsoever to furnish any maintenance or support services with respect to the Services.
* In the event of any failure of the Services to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Services, if any, to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services.
* Apple is not responsible for addressing any claims by you or a third party relating to the Services or your possession or use of the Services, including without limitation: (a) product liability claims; (b) any claim that the Services fails to conform to any applicable legal or regulatory requirement; and, (c) claims arising under consumer protection or similar legislation.
* In the event of any third-party claim that the Services or your possession and use of the Services infringes such third party’s intellectual property rights, Apple is not responsible for the investigation, defense, settlement, or discharge of such intellectual property infringement claim.
* You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and, (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
* Apple and its subsidiaries are third party beneficiaries of these Terms and upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary hereof.
* Club expressly authorizes use of the Services by multiple users through the Family Sharing or any similar functionality provided by Apple.

Google Play. By downloading the Services from Google Play (or its successors) operated by Google, Inc. or one of its affiliates (“Google”), you specifically acknowledge and agree that:

* to the extent of any conflict between: (a) the Google Play Terms of Services and the Google Play Business and Program Policies or such other terms which Google designates as default end user license terms for Google Play (all of which together are referred to as the “Google Play Terms”); and, (b) the other terms and conditions in these Terms, the Google Play Terms shall apply with respect to your use of the Services that you download from Google Play; and,
* you hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by Club or you (or any other user) under these Terms or the Google Play Terms.

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#### CONTACT CLUB

If you have questions about these Terms, the Services, or anything else related to Club, you can contact us using the information below:

ClubCreators Inc.\
ATTN: Customer Support\
6 Harrison Street\
Fl. 5\
New York, NY 10013 USA

Email: <legal@club.com>

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