TERMS AND CONDITIONS
Last Updated: May 25, 2022
Please carefully read the following Terms and Conditions (the "Terms") which governs your use of and access to the website available at www.cryptoclubhouses.io (the "Platform") including any documents, manuals or other materials accessible from the Platform (the "Documentation") provided to you ("you" or "your") . By accessing and using the Platform, you agree to be bound by these Terms, as defined by Crypto Clubhouses Canada Inc. and its affiliates, as applicable (collectively, "Crypto Clubhouses," "we," "us," or "our") , as well as our Privacy Policy and Terms of Service, which are made part of these Terms.
The Platform is only accessible to users who can legally enter into contracts in accordance with applicable laws. By using the Platform, you represent and warrant that you are of legal age in your place of residence to enter into a contract. If you choose not to accept these Terms or the Privacy Policy, you must refrain from using the Platform.
We reserve the right in our sole discretion to revise and update these Terms from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Platform. You agree to periodically review the Terms in order to be aware of any such modifications and your continued use shall be your acceptance of these.
The information, material and Documentation on this Platform, and the Platform, may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Platform is restricted to users or unavailable at any time or for any period.
1. ACCESS.
Subject to strict compliance with the Terms, Crypto Clubhouses grants you a limited, non-exclusive, non-transferable, non-sublicensable right to use and access the Platform and Documentation solely for your personal and non-commercial use to access, purchase and otherwise participate in a private membership club, offering membership and access passes to various selected clubhouses. Your right will terminate immediately upon the termination of Crypto Clubhouses' authorization to use the Platform, for any or no reason. You may not reproduce, display, post on any other website, modify, distribute, perform, reuse, broadcast, or otherwise transmit any portion of this Platform without our written consent.
2. USE OF THE PLATFORM.
2.1. Restrictions. You may not, directly or indirectly: (i) copy, modify or create derivative works of the Platform or Documentation, in whole or in part; (ii) rent, lease, loan, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Platform or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to obtain or access the source code of the Platform, or otherwise circumvent any security measures put in place to prevent access to the Documentation, in whole or in part ; (iv) delete or remove any proprietary notices from the Platform or the Materials; (v) access content and data not otherwise intended for you; (vi) reproduce illegally TCP/IP packet header; (vii) disrupt network services and otherwise disrupting our ability to monitor the Platform; (viii) using any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the content of the Platform; (ix) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (x) attacking the Platform via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; (xi) otherwise attempting to interfere with the proper working of the Platform or (xii) use the Platform or the Materials in a manner or for a purpose that infringes, misappropriates or otherwise violates any intellectual property or other right of any person or violates any applicable law.2.2. Suspension of the Platform. Notwithstanding anything to the contrary in the Terms, Crypto Clubhouses may temporarily suspend your access to some or all of the Platform if Crypto Clubhouses reasonably determines: (i) there is a threat or attack on any component of the Platform; (ii) your use of the Platform disrupts or poses a security risk to the Platform or any other Crypto Clubhouses customer; (iii) you are using the Platform for fraudulent or illegal activities; (iv) your use of the Platform is prohibited by applicable law; or (v) your use of the Platform is in violation of the provisions of the Terms (each, a "Suspension"). Crypto Clubhouses will use commercially reasonable efforts to provide you with written notice of any Suspension, as well as updates regarding the resumption of access to the Platform following any Suspension. Crypto Clubhouses agrees to use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Suspension is corrected. To the extent permitted by law, Crypto Clubhouses shall not be liable for any damages, liabilities, losses (including any lost profits) or any other consequences you may suffer as a result of a Suspension.
2.3. Compliance Measures. The Platform may contain copy protection technology or other security features designed to prevent unauthorized use of the Platform, including features to protect against use of the Platform or Documentation, such as use: (i) beyond the scope of the right granted to you; and/or (ii) prohibited under Section 3 of this Agreement. You shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to any of these security and copy protection measures and features.
2.4. Investigation and Prosecution. Crypto Clubhouses reserves the right to investigate any violation of these Terms and to take appropriate action to the fullest extent permitted by law. You acknowledge that Crypto Clubhouses has the right to enforce compliance with these Terms, applicable laws, orders and requirements of any court or governmental body. You waive and hold harmless Crypto Clubhouses and its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, and successors from any and all claims resulting from any action taken by Crypto Clubhouses and any of the foregoing parties relating to any, investigations by either Crypto Clubhouses or such parties or by law enforcement authorities.
3. INFORMATION COLLECTION AND USE; AGGREGATE STATISTICS.
3.1. Collection and Use of Information. Crypto Clubhouses may, directly or indirectly through the services of third parties, collect and store information regarding the use of the Platform and the equipment used to access and use the Platform, through: (i) the provision of maintenance and support services; (ii) security measures included in the Platform, as described above; and (iii) transfer over the Internet. You agree that Crypto Clubhouses may use this information for purposes related to any use you make of the Platform, including, but not limited to: (i) improving the performance of the Platform or developing updates; and (ii) verifying compliance with the terms of the Terms and enforcing Crypto Clubhouses's rights, including all intellectual property rights in and to the Platform.3.2. Aggregate Statistics. Notwithstanding anything to the contrary in the Terms, Crypto Clubhouses may monitor your use of the Platform and collect and compile aggregated and anonymous statistics ("Aggregate Data"). As between the parties, all right, title and interest in and to the Aggregate Data, including all intellectual property rights therein, shall belong to and be retained solely by Crypto Clubhouses. You acknowledge and agree that Crypto Clubhouses may: (i) make the Aggregate Data publicly available in accordance with applicable law; and (ii) use the Aggregate Data to the extent and in the manner permitted by applicable law.
3.3. Electronic Communications. When you provide Crypto Clubhouses with your email address through the Platform, you expressly consent that Crypto Clubhouses may keep your email address in its databases or may use your email address in its mailing lists in order to communicate with you to (i) validate certain information related to your use of the Platform or our services (ii) keep you informed of the status of your purchase on the Platform (iii) conduct surveys or audits of the Platform, including its functionality, usability, and your enjoyment of it (iv) notify you of benefits or promotions offered by the Platform, or (v) for any other reason relating to the Platform or user safety.
4. USER CONTENT.
4.1. Ownership of Content. As between you and Crypto Clubhouses, you retain ownership of any text or other materials you post on or communicate through the Platform or otherwise provide to Crypto Clubhouses ("Content"), except for Feedback (as defined below).4.2. Licence to Content. By submitting Content to the Platform, you grant Crypto Clubhouses a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, assignable and transferable licence to reproduce, publish, modify and generally use the Content in connection with the Platform, whether for commercial or non-commercial purposes, on any Platform and in any media now known or later developed. You agree that Crypto Clubhouses is under no obligation to identify you as the author of such Content. You also agree to complete and execute any documents Crypto Clubhouses may reasonably request to give full effect to this provision.
4.3. Netiquette. At all times when providing Content under the Terms, you agree not to make any statements that may be considered, in Crypto Clubhouses' sole and absolute discretion, to be: (i) abusive, defamatory, hateful, racist, xenophobic, homophobic or sexist (or any use of discriminatory language); (ii) involving vulgar, obscene or malicious language; and (iii) disclosing personal information or the confidential information of others. Crypto Clubhouses reserves the right to delete any user account used in violation of the Terms, including these netiquette rules.
4.4. Responsibility for Content. You hereby consent and agree that you are solely responsible for any Content that you post on the Platform. Accordingly, you represent and warrant to us that: (i) you are either the sole and exclusive owner of the Content submitted to the Platform, or that you have all rights, licences, permissions, consents, and releases to grant Crypto Clubhouses rights to such Content; (ii) neither the Content nor your posting or transmitting of Content, nor Crypto Clubhouses' use of your Content, violates or will violate the rights of any third party, including intellectual property rights and rights of publicity; (iii) neither the Content nor your posting or transmitting of Content, nor Crypto Clubhouses' use of your Content involve, provide, or contribute any false, inaccurate, or misleading information; and (iv) neither the Content nor your posting or transmitting of Content, nor Crypto Clubhouses' use of your Content, in any manner, violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and Conditions and our Privacy Policy.
4.5. Responsibility for your actions. You hereby consent and agree that you are solely responsible for any action that you take regarding the Platform and your use of it. Accordingly, you represent and warrant to us that you will not: (i) impersonate or attempt to impersonate Crypto Clubhouses, one of our employees, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing); (ii) transmit, or procure the sending of, any advertisements or promotions, sales, or encourage any other commercial activities, including, without limitation, any "spam", "junk mail", "chain letter", contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation; (iii) encourage any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm Crypto Clubhouses or users of the Platform or expose them to liability; (iv) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person; (v) promote any illegal activity, or advocate, promote, or assist any unlawful act; and (vi) post on the Platform or anywhere else any material that would give the impression that it originates from or is endorsed by us or any other person or entity, if this is not the case.
4.6. Administration of the Platform. Crypto Clubhouses reserves all rights with respect to the administration of the Platform, including in particular the right to remove without notice any Content that, in Crypto Clubhouses' sole and absolute discretion, does not comply with the rules set forth in the Terms, including the rules set forth in this section.
4.7. Review of Content. You acknowledge that Crypto Clubhouses has the right, but not the obligation, to review the Content or monitor your access to or use of the Platform, to ensure compliance with the Terms, applicable laws, court orders, governmental requirements or other requirements.
4.8. Third Party Content. Through the Platform, you may use and/or have access to Content provided by third parties. Crypto Clubhouses cannot guarantee that this Content will be free of any material or information that you may find objectionable. Crypto Clubhouses disclaims all liability related to your access to or use of Content provided by third parties.
4.9. Complaints. In the event that you find that Content violates any of the provisions of the Terms, you may send us a complaint to that effect, which will be treated confidentially, through the contact address provided in these Terms.
5. INTELLECTUAL PROPERTY RIGHTS.
5.1. Platform and Documentations. You acknowledge and agree that the Platform is provided to you under licence and is not sold to you. You do not acquire any ownership rights in and to the Platform or Documentation under the Terms, nor do you acquire any other rights in and to the Platform or Documentation other than the right to access and use the Platform and Documentation in accordance with the right granted under the Terms, subject to all of the terms, conditions, and restrictions detailed in the Terms. Crypto Clubhouses reserves and retains all of its right, title and interest in and to the Platform and Documentation and all intellectual property rights arising out of or in connection with the Platform and Documentation, subject to the licence expressly granted to you in the Terms. You shall protect all of the Platform and Materials (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access.5.2. Trademarks. All trademarks, service marks, logos, trade names, or other designations of Crypto Clubhouses or the Platform used in connection with the Terms are trademarks and/or registered trademarks of Crypto Clubhouses. All other trademarks, service marks, logos, trade names and other designations are trademarks or registered trademarks of their respective owners.
5.3. Copyright. Without limiting the foregoing, all original works reproduced or published on the Platform are protected by copyright. The owner of the copyright in each work reserves all rights in it. You acknowledge that it is an infringement of copyright for any person to do, without the consent of the copyright owner, anything that only the copyright owner has the right to do under applicable copyright laws.
5.4. Other Rights. The Platform may also be protected by industrial designs or patents. Crypto Clubhouses reserves all rights in the Platform not expressly granted.
5.5. Feedback. If you send or transmit to Crypto Clubhouses any communications or materials suggesting or recommending changes to the Platform or Documentation, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions or the like (collectively, "Feedback"), Crypto Clubhouses shall be free to use such Feedback regardless of any other obligations or limitations between the parties governing such Feedback. You hereby assign to Crypto Clubhouses, on your behalf, all right, title and interest in and to the Feedback as they are created, and Crypto Clubhouses shall be free to use, without attribution or compensation to any party, any ideas, know-how, concepts, techniques or other intellectual property contained in the Feedback for any purpose whatsoever, although Crypto Clubhouses shall have no obligation to use the Feedback. You also agree to complete and execute any documents Crypto Clubhouses may reasonably request to give full effect to this provision.
6. NO RELIANCE.
The content on our Platform and the Documentation is provided for general information purposes only. It is not intended to amount to advice on which you should rely. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content of the Platform or the Documentation. The Platform may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by Crypto Clubhouses, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of Crypto Clubhouses. Neither Crypto Clubhouses nor its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.
7. UNLAWFUL AND PROHIBITED USE.
You represent and warrant to Crypto Clubhouses that you will not use this Platform or any Documentation for any purpose that is unlawful or prohibited by the terms, conditions or notices in these Terms and on this Platform. Any unauthorized use of the content of this Platform may subject you to civil or criminal penalties.
8. DISCLAIMER.
Although Crypto Clubhouses makes all reasonable efforts to ensure that the content of the Platform is up-to-date and correct, Crypto Clubhouses makes no warranties as to its accuracy. The Platform and Documentation is provided to you "as is" and "as available" without warranty of any kind. To the fullest extent permitted by applicable law, Crypto Clubhouses disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, freedom from error, suitability of content or availability. Although Crypto Clubhouses makes every effort to ensure that the information presented on the Platform and in the Documentation is complete and accurate, Crypto Clubhouses cannot guarantee that such information is free of errors, omissions and inaccuracies. Crypto Clubhouses does not guarantee the quality of any content accessed or obtained through the Platform or the Documentation.
9. LIMITATION OF LIABILITY.
You acknowledge and agree that you assume all risks arising from your access to or use of the Platform and Materials, whether such use is lawful or unlawful. To the fullest extent permitted by applicable law, in no event shall Crypto Clubhouses, its parent, affiliates, directors, employees, agents, licensors or successors and assigns, be liable for damages of any kind, including, but not limited to, loss of use, loss of profits, use, interruption, delay or inability to access and use the Platform or the Documentation, whether in contract or tort, or otherwise, resulting directly or indirectly from the use or performance of the Platform or the Documentation, including any damages caused by or resulting from reliance on any information obtained through the Platform or the Documentation, or resulting from any error, omission, interruption, deletion of files or emails, defects, viruses, delays in operation or transmission or any failure of performance. Without limiting the foregoing, in no event shall Crypto Clubhouses, its parent, affiliates, directors, employees, agents, licensors or successors and assigns be liable for any direct, indirect, incidental, consequential or punitive damages of any kind including, but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, breach of privacy, or otherwise, even if the party was allegedly advised or had reason to know, arising out of or in connection with your use, or inability to use, or reliance on, the Platform, any linked websites or such other third-party websites, nor any Platform content or Documentation, materials, posting, or information thereon even if the party was allegedly advised or had reason to know. The liability of Crypto Clubhouses, its affiliates, directors, employees, agents, licensors or successors and assigns, to you or any third party is limited in all circumstances to the greater of one hundred dollars ($100) or the amount you paid in the twelve (12) months prior to the event giving rise to your claims. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so some of the above exclusions may not apply to you.
10. INDEMNIFICATION.
To the maximum extent permitted by applicable law, by using the Platform and Documentation, you agree to defend, indemnify and hold harmless Crypto Clubhouses and its parent, subsidiaries, officers, agents, directors, employees, licensors and assigns from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or indebtedness, and expenses (including attorneys' fees and expenses) and any amounts paid in settlement arising out of or relating to your use of the Platform and Documentation, or your violation of these Terms or the rights of third parties. Crypto Clubhouses may assume the exclusive defence and control of any matter for which you have agreed to indemnify Crypto Clubhouses and you agree to assist and cooperate with Crypto Clubhouses in the defence or settlement of such matters.
11. HYPERLINKS.
The Platform and the Documentation may contain hyperlinks to external websites that take you away from the Platform or the Documentation (the "External Sites"). You acknowledge and agree that Crypto Clubhouses is not responsible for the availability of such External Sites or the accuracy of the content, products or services available on such External Sites. Hyperlinks to External Sites do not imply that Crypto Clubhouses approves or endorses such External Sites. You acknowledge that you assume all risks arising from your use of the External Sites. By using the Platform and the Documentation, you expressly release Crypto Clubhouses from any liability arising from your use of any External Site, and you are bound by the terms of use and privacy policy applicable to such External Sites.
12. GENERAL.
12.1. Governing Law. To the extent permitted by law, the Terms shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without giving effect to any choice of law or conflict of law provisions or rules. Any legal action, suit, dispute or proceeding of any kind arising in any way out of the Terms shall be brought in the courts of the judicial district of Montreal, and you irrevocably submit to the jurisdiction of such courts in connection with any such action, suit, dispute or proceeding.12.2. Export. The Platform and Documentation may be subject to export control laws. You shall not, directly or indirectly, export, re-export or release the Platform to, or make the Platform available from, any jurisdiction or country for which export, re-export or release is prohibited by law, rule or regulation. You must comply with all applicable federal laws, regulations and rules, and fulfill all required undertakings (including obtaining any necessary export licence or other governmental approval), before exporting, re-exporting, publishing or otherwise making the Platform available outside of Canada.
12.3. Survival. Provisions that by their nature should survive termination of the Terms shall survive termination, including ownership and disclaimers.
12.4. Assignment. TYou may not assign or transfer the Terms or any rights or obligations hereunder.
12.5. Privacy Policy. Your use of the Platform is subject to the Privacy Policy which governs our use of your personal information. The Privacy Policy is expressly made part of the Terms.
12.6. Entire Agreement. The Terms, together with the Privacy Policy, constitute the complete and exclusive agreement between Crypto Clubhouses and you with respect to the Platform and the Documentation and supersede all prior agreements and understandings, oral or written, between Crypto Clubhouses and you.
12.7. Waiver; Severability. The failure of Crypto Clubhouses to enforce any right or provision of the Terms shall not constitute a waiver of the future enforcement of such right or provision. A waiver of any such right or provision shall be effective only if in writing and signed by a duly authorized representative of Crypto Clubhouses. Except as otherwise expressly provided in the Terms, the exercise by Crypto Clubhouses of any of its remedies under the Terms shall be without prejudice to its other remedies. If for any reason a court of competent jurisdiction finds any provision of the Terms to be invalid or unenforceable, the remaining provisions of the Terms shall remain in full force and effect.
12.8. Contact Us. Crypto Clubhouses welcomes your comments, questions and feedback, which can be sent through our Discord Server or to info@cryptoclubhouses.io