Last updated: July 27, 2022
By agreeing to these Terms, you hereby certify that you are at least 18 years of age. Persons under the age of 18 are not permitted to use or register for the Site.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST “COMPANY” ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
- SMART CONTRACT ENABLED
Club44 NFT is a non-fungible Ethereum-based token that uses smart contracts on the Ethereum blockchain (“Smart Contracts”). The Ethereum blockchain provides an immutable ledger of all transactions that occur on the blockchain. This means that all Club44 NFTs are outside of the control of any one party, including Club44, and are subject to many risks and uncertainties. Club44 neither owns nor controls MetaMask, CrossMint or any other third party Web3 wallet provider, the Ethereum network, your browser, or any other third party site, product, or service (including third party wallets or marketplaces) that you might access, visit, or use for the purpose of enabling you to use the Services or to purchase, list, auction, or sell Club44 NFTs (“Transaction”), and that, except with respect to transferring control of a Club44 NFT to the initial purchaser through the Services (“Initial Purchaser”), Club44 has no responsibility with respect to any Transaction. Club44 will not be liable for the acts or omissions of any third parties, nor will Club44 be liable for any damage that you may suffer as a result of your transactions or any other interaction with any third parties. You understand that your Ethereum public address will be made publicly visible whenever you engage in a Transaction. Aside from transferring control of the Club 44 NFT to the Initial Purchaser, Club44 has no control over the transfer, storage, ownership or maintenance of the Club 44 NFT.
- CHANGES TO THE SERVICES
Club44 reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Club44 will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services, including in relation to any Club 44 NFT.
- CLUB 44 Bonuses
A Collector (as defined below) of a Club 44 NFT may receive special bonuses, experience, or opportunities as determined by Club 44 in its sole discretion (“Bonuses”) for a period of three (3) years after the Club44 NFTs are first made available for sale (i.e., dropped) by Club44. Club44 does not make any representation or guarantee that any Collector will receive any Bonuses or achieve any particular outcome as a result of owning any Club44 NFT. Club44 reserves the right, at its sole discretion, to restrict, limit, or deny any Bonuses to any Collector, including to limit the period of time when a Bonus is available, for any reason, at any time. Bonuses are not intended to be an endorsement of any project, creator, NFT, individual or any other thing, and Club44 makes no recommendation and provides no investment advice in connection with any Bonuses or otherwise as a result of holding or owning the Club44 NFT.
Some Bonuses may require your physical address, phone number and birthdate. If you do not provide Club 44 with this information, you will not receive these Bonuses. In which case an alternative Bonus will not be provided and you indemnify Club44 from and against any loss, damage, liability, claim or demand arising out of not receiving said Bonuses.
You may be eligible for certain Bonuses if purchasing a Club44 NFT in a secondary market. You are required to register with the Site. If you do not register with the Site, you will not receive Bonuses. Club44 will not be liable for any loss or damage arising from your failure to comply with Site registration.
- MEMBER ACCOUNT, PASSWORD, AND SECURITY
You may be required to register with the Site. You are responsible for maintaining the confidentiality of your account and password, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Club44 of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Services. Club44 will not be liable for any loss or damage arising from your failure to comply with this Section.
- CONNECTING YOUR WALLET
In order to access and use the Services, including engaging in a Transaction on the Services, you must connect your account to your digital wallet supported on MetaMask, CrossMint or other wallet extensions or gateways as allowed on the Services. Such digital wallets allow you to purchase, store, and engage in transactions using the native Ethereum cryptocurrency, ETH. When you link your cryptocurrency wallet, you understand and agree that you are solely responsible for maintaining the security of your wallet and your control over any wallet-related authentication credentials, private or public cryptocurrency keys, non-fungible tokens or cryptocurrencies that are stored in or are accessible through your wallet. Any unauthorized access to your cryptocurrency wallet by third parties could result in the loss or theft of Club 44 NFTs and/or funds held in your wallet and any associated wallets, including any linked financial information such as bank account(s) or credit card(s). Club44 is not responsible for managing and maintaining the security of your cryptocurrency wallet. Club44 has no responsibility or liability to you for any unauthorized access to or use of your cryptocurrency wallet or if you are unable to locate your credentials. If you notice any unauthorized or suspicious activity in your cryptocurrency wallet that seems to be related to the Services, please notify us immediately.
- SALE OF CLUB 44 NFT
When each Club44 NFT is sold for the first time, the agreement for sale is between CLUB44 and the Initial Purchaser. If the Initial Purchaser decides to sell a Club44 NFT (“Secondary Sale”), then CLUB44 is not a party to any agreement between the applicable buyer, seller, or facilitator of the Secondary Sale.
If you or any owner of a Club44 NFT (“Collector”) sells or transfers a Club44 NFT to another collector, (a) the you, as Collector, represents and warrants that you will notify the subsequent collector of these Terms and require the subsequent collector to comply with these Terms, (b) the Collector License (as defined below) as set forth herein will automatically transfer to such subsequent collector, and such other collector will be deemed the “Collector” (for purposes of such Club44 NFT and the Collector License to the underlying NFT IP (as defined below)) and will be subject to these Terms, and (c) you, as the seller or transferor of such Club44 NFT, will cease to have any further rights to such Club44 NFT or underlying NFT IP.
By placing an order on the Site or through the Services (including by bidding in an auction), you agree that you are submitting a binding offer to purchase a Club44 NFT, you agree to pay all applicable fees associated with the Transaction, and you authorize CLUB44 to automatically charge and collect such fees from your payment instrument or wallet. If you are an Initial Purchaser, then all amounts due are to be paid to CLUB44. If you are not the Initial Purchaser of a Club44 NFT, then amounts may be paid to the seller of such Club44 NFT.
No refunds are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.
You are responsible for any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your use of the Services, Bonuses or Club44 NFTs (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, or sale of a Club44 NFT).
- CLUB44 INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that the Services may contain content or features (“Services Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by CLUB44, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services or the Services Content, in whole or in part. Any use of the Services or the Services Content other than as specifically authorized herein is strictly prohibited.
CLUB44's name and logos are trademarks and service marks of CLUB44 (collectively the “CLUB44 Trademarks”). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to CLUB44. Nothing in these Terms or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of CLUB44 Trademarks displayed on the Services, without CLUB44's prior written permission in each instance. All goodwill generated from the use of CLUB44 Trademarks will inure to our exclusive benefit.
- YOUR INTELLECTUAL PROPERTY RIGHTS
You acknowledge and agree that CLUB44 (or, as applicable, its licensors) owns all legal rights, title and interest in all intellectual property rights of the content underlying Club44 NFTs (“NFT IP”), including but not limited to copyrights and trademarks in the NFT IP. As the copyright owner, CLUB44 has the exclusive right to reproduce, prepare derivatives of, distribute, display, perform and otherwise exercise and exploit the NFT IP, subject to Collector Licenses.
Subject to continued compliance with these Terms, CLUB44 grants Collector a limited, worldwide, non-assignable and non-transferable (except as part of a Secondary Sale), non-sublicensable, royalty-free license to display the NFT IP solely for the Collector's non-commercial purposes (except as expressly permitted herein), including the right to display such NFT IP privately or publicly: (i) for the purpose of promoting or sharing the Collector's purchase of, ownership of, or interest in such Club44 NFT, (ii) for the purpose of sharing, promoting, discussing, or commenting on such Club44 NFT or NFT IP; (iii) on third party marketplaces, exchanges, platforms, or applications in association with a Transaction of the Club44 NFT; and (iv) within decentralized virtual environments, virtual worlds, virtual galleries, virtual museums, or other navigable and perceivable virtual environments (the “Collector License”). While the Collector has the right to sell, trade, transfer, or use their Club44 NFT, the Collector may not make commercial use of the NFT IP.
- No Investment Advice; Investment Risks
The information on this Site and any information provided in connection with the Services or Bonuses are provided to Club44 NFT owners only and for information only and do not constitute, and should not be construed as, investment advice or a recommendation to buy, sell, or otherwise transact in any digital asset including any products or services or an invitation, offer or solicitation to engage in any investment activity with respect to any digital asset.
The information on this Site and any information provided in connection with the Services or Bonuses provided to Club44 NFT owners are provided solely on the basis that you will make your own investment and trading decisions, and CLUB44 does not take account of any person's investment objectives, particular needs, or financial situation. In addition, nothing on this Site or any information provided in connection with the Services or Bonuses provided to Club44 NFT owners shall, or is intended to, constitute financial, legal, accounting or tax advice. It is strongly recommended that you seek professional investment advice before making any investment decision. Any investment decision that you make should be based on an assessment of your risks in consultation with your investment adviser.
The digital assets about which information is provided on the Site and any information provided in connection with the Services or Bonuses provided to Club44 NFT owners are not viewed by the issuer or sponsor of any such digital assets, or those buying or selling the digital asset, as securities under U.S. laws or relevant applicable laws. As a result it is unlikely that fulsome disclosures from the issuer or sponsor, or any executive officer associated with the digital asset or related protocol have been provided, and others may have better or more information than the information made available to you via the Site, any information provided in connection with the Services or Bonuses provided to Club44 NFT owners or to which you may independently have access.
There are risks associated with purchasing and holding digital assets. Loss of the full amount of the purchase price is possible. Volatility is highly likely, and some of the protocols and platforms may fail entirely due to forking, flaws in the code, hacking or other malicious attacks.
THESE TERMS DO NOT REPRESENT A COMPLETE STATEMENT OF RISK FACTORS ASSOCIATED WITH THE DIGITAL ASSETS OR PRODUCTS THAT MAY BE VIEWED OR TRACKED ON THIS SITE OR THAT MAY BE FEATURED OR DISCUSSED IN CONNECTION WITH THE SERVICES OR BONUSES FOR CLUB44 NFT OWNERS. YOU SHOULD CONSIDER THESE RISK WARNINGS CAREFULLY AND TAKE APPROPRIATE ADVICE BEFORE TAKING ANY DECISION TO PURCHASE OR TRADE A DIGITAL ASSET.
You agree that you will not, and will not permit any third party to, do or attempt to do any of the following without the CLUB44's express prior written consent in each case:
- interfere with or disrupt the Services or servers or networks connected to the Services in any manner that could negatively affect or inhibit other Users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;
- violate any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity;
- obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services;
- use the Services or any Club44 NFT or NFT IP to advertise or offer to sell or buy any goods or services for any purpose that is not specifically authorized herein;
- use the Services or any Club44 NFT or NFT IP to further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including for the purpose of concealing economic activity, laundering money, or financing terrorism; or
- use the Services or any Club44 NFT or NFT IP to carry out financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments.
Please note the following risks in accessing, purchasing, selling or using Club44 NFTs: The price and liquidity of blockchain assets, including Club44 NFTs, are extremely volatile and may be subject to large fluctuations. Fluctuations in the price of other digital assets could materially and adversely affect Club44 NFTs, which may also be subject to significant price volatility. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Club44 NFTs. Club44 NFTs are not legal tender and are not backed by any government. Transactions of Club44 NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some Transactions of Club44 NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the Transaction. The value of Club44 NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for Club44 NFTs, which may result in the potential for permanent and total loss of value of a particular Club44 NFT.
You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that we do not give advice or recommendations regarding Club44 NFTs, including the suitability and appropriateness of, and investment strategies for, Club44 NFTs. You agree and understand that you access and use the Services, Club44 NFTs, NFT IP, and Bonuses at your own risk; however, this brief statement does not disclose all of the risks associated with Club44 NFTs and other digital assets. You agree and understand that CLUB44 will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using Club44 NFTs, however caused.
- DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICES, CLUB44 NFTs, NFT IP AND BONUSES IS AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY CLUB44, THE SERVICES, BONUSES, SERVICES CONTENT, AND ANY AND ALL CLUB44 NFTs AND NFT IP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
CLUB44 AND ITS affiliates and their respective officers, employees, representatives, directors and agents (COLLECTIVELY, “REPRESENTATIVES”) MAKE NO WARRANTY THAT (I) THE SERVICES, CLUB44 NFTs, NFT IP OR BONUSES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES, CLUB44 NFTs, NFT IP OR BONUSES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, CLUB44 NFTs, NFT IP OR BONUSES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY SERVICES, CLUB44 NFTs, NFT IP OR BONUSES, OR ANY PRODUCTS, PLATFORMS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES, CLUB44 NFTs OR BONUSES WILL MEET YOUR EXPECTATIONS.
CLUB44 AND ITS REPRESENTATIVES WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICES, CLUB44 NFTs, NFT IP OR BONUSES. CLUB44 DOES NOT REPRESENT OR WARRANT THAT SERVICES CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE.
CLUB44 NFTs ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ETHEREUM NETWORK. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE ETHEREUM PLATFORM. WE DO NOT GUARANTEE THAT CLUB44 CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY CLUB44 NFT.
- LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CLUB44 OR ITS REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SITE, THE SERVICES, SERVICES CONTENT, CLUB44 NFTs, NFT IP, BONUSES OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE, THE SERVICES, SERVICES CONTENT, CLUB44 NFT, NFT IP, BONUSES OR THIRD PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF CLUB44 OR ANY OF ITS REPRESENTATIVES ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SITE, THE SERVICES, SERVICES CONTENT, CLUB44 NFT, NFT IP OR BONUSES EXCEED $100.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, CLUB44 NFTs, NFT IP OR BONUSES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless CLUB44 and its Representatives (collectively, the “Indemnitees”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Site, the Services, Services Content, Club44 NFTs, NFT IP or Bonuses, (b) your violation of these Terms, or (c) your violation of the rights of a third party, including another User. You agree to promptly notify CLUB44 of any third party Claims and cooperate with the applicable Indemnitee in defending such Claims. You further agree that the Indemnitees shall have the right to control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND US.
- TERMINATION RIGHTS
You agree that CLUB44, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services or Bonuses and remove and discard any content within the Services, for any reason, including, without limitation, for lack of use or if CLUB44 believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Services or Bonuses may be referred to appropriate law enforcement authorities. CLUB44 may also in its sole discretion and at any time discontinue providing the Services or Bonuses, or any part thereof, with or without notice. You agree that any termination of your access to the Services or Bonuses under any provision of these Terms may be effected without prior notice, and acknowledge and agree that CLUB44 may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services or Bonuses. Further, you agree that CLUB44 will not be liable to you or any third party for any termination of your access to the Services or Bonuses.
- DISPUTES WITH OTHER USERS OR COLLECTORS
You agree that you are solely responsible for your interactions with any other Users and Collectors in connection with the Services, Club44 NFTs and Bonuses, and CLUB44 will have no liability or responsibility with respect thereto. CLUB44 reserves the right, but has no obligation, to become involved in any way with disputes between you and any other User or Collector.
- DISPUTE RESOLUTION BY BINDING ARBITRATION
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and CLUB44, whether arising out of or relating to these Terms (including any alleged breach thereof), the Services, Club44 NFTs, Bonuses, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and CLUB44 are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND CLUB44 AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND CLUB44 AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
Pre-Arbitration Dispute Resolution
CLUB44 is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing CLUB44 at email@example.com If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to CLUB44 should be sent to Cm National Inc- 1959 Blake Ave Unit L, Los Angeles Ca 90039 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If CLUB44 and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or CLUB44 may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by CLUB44 or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or CLUB44 is entitled.
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's (“AAA”) rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA's consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless CLUB44 and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, CLUB44 agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, CLUB44 will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, CLUB44 will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, CLUB44 will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.
Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms to the contrary, CLUB44 agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a User of the Services, you may reject any such change by sending CLUB44 written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
- NOTICE FOR CALIFORNIA USERS
Notice for California Users Under California Civil Code Section 1789.3, Users of the Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted (a) via email at firstname.lastname@example.org; (b) in writing at: Department of Consumer Affairs, Consumer Information Division, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834; or (c) by telephone at (800) 952-5210 or (800) 326-2297 (TDD). Sacramento-area consumers may call (916) 445-1254 or (916) 928-1227 (TDD). You may contact us at CM National Inc, 1959 Blake Ave Unit L, Los Angeles Ca 90039
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
You may not assign the Terms without the prior written consent of CLUB44, but CLUB44 may assign or transfer these Terms, in whole or in part, without restriction.
- GOVERNING LAW
These Terms constitute the entire agreement between you and CLUB44 and govern your use of the Services, Club44 NFTs, NFT IP and Bonuses, superseding any prior agreements between you and CLUB44 with respect thereto. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. The failure of CLUB44 to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services, any Club44 NFT, any Bonuses or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. CLUB44 may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Services.