Terms & Condition
I. General provisions
Proprofit Worldwide Limited, incorporated under the laws of the United Kingdom, with its registered office at 98 Chingford Mount Road, UK, Company Number: 08525700 (“Proprofit”, “Clubshop”, “we”, “us”) is the provider of certain online marketing and related services known as the Global Partner System or GPS (the “Service”). We conclude agreements only with customers who subscribe to the Service for purposes relating directly to the marketing of the Clubshop Mall. These Terms of Service (the “Terms of Service”) set the rules for our customers' use of the Service.
By clicking the button to subscribe to the Service the company, organization, or other business entity identified during the registration process (“you” or the “Customer”) thereby accepts and agrees to these Terms of Service and agrees to use the Service in compliance with the provisions of this document. If an individual subscribe to the Service, that individual hereby represents and warrants to us that she or he is authorized to do so (and is hereby doing so) on the Customer’s behalf. You should retain a copy of these Terms of Service for your records, as upon clicking the button to subscribe to the Service, they constitute a legal agreement between you and Clubshop. If you do not agree with any of the provisions of this document, you may not subscribe to or use the Service. We reserve the right to reject your request, registration or application for Subscription the Service (“Subscription”) for any or no reason as long as it is not unlawful.
Under the Service we provide you with:
- access to and use of our web-based, SaaS (Software-as-a-Service) model platform (the “Clubshop platform”) as made generally available to other customers that allows you to create, send, manage your marketing campaigns and host mailing lists by using tools such as Newsletter Creator, Landing Page Builder, Marketing Automation Software, and many others,
- Customer Service as described below,
- additional features (add-ons) and services. You’ll need to order and pay for some add-ons and services separately.
The detailed scope of Service features available to you under your Subscription (“Subscription Plan”) is provided at Clubshop GPS Pricing and depends on the “GPS Type” that you choose.You may use the Service to send emails only to those recipients who have given permission to add them to our mailing list and have not subsequently withdrawn such permission (“Members”) unless you have another valid legal basis to process your Members’ personal data within the Service.
(“Account”). The Account may be accessed only with the use of your login credentials. You are responsible for keeping your login credentials confidential. You are also responsible for any use of your Account, especially for any activity of other users of your Account (“Users”). Certain features of the Service enable you to specify the level at which the Service restricts user access to the Account, Webinars and Content. You are solely responsible for applying the appropriate levels of access.In order to use the Service, you must create an individual account in the Clubshop platform
You may upgrade your Subscription Plan or order an add-on at any time. If you purchase a higher GPS during the period you have subscribed to the Service (the “Billing Period”), we will update your renewal date accordingly.
In connection with the provision of the Landing Page System add-on, we enable you to name and generate your landing pages on our domains. You are solely responsible for verification whether any selected name infringes any third party rights, as we cannot and do not perform such verification and we expressly disclaim any and all liability arising directly or indirectly in connection with any such names. We reserve the right to block any page cancel or change the name of any page that you create, including but not limited to if we are ordered to do so by a court or other governmental authority or reasonably believe that we must do so in order to avoid infringement or violation of any third party or Clubshop right.
The Webinar entitlement allows GPS Premier Plus subscribers to ask Clubshop for the right to organize online conferences (“Webinars”) for a certain number of participants (“Participants”) strictly related to the Clubshop business development. You may use this feature for conferences in which you participate as a Presenter.
You are not allowed to run more than one Webinar at a time. Please bear in mind that Webinars may be unavailable in any particular location.
6. Beta-test Versions
From time to time, Clubshop may offer a beta-test version of new features. This allows our customers to try new solutions we come up with and helps us better understand your needs and develop the Service accordingly. If you decide to use a feature available in the beta-test version, you agree that:
- The feature is available only for a limited period of time and can be deactivated at any time and at our sole discretion.
- The feature is available only to a limited extent and may be modified at any time and at our sole discretion
- Clubshop does not warrant that any feature made available in a beta-test version will be included in the Service, we are not obliged to maintain or support any such feature, and we may cease development of any such feature at any time and at our sole discretion.
- You are solely responsible for the consequences of using the beta-test version, including but not limited to any impact such use may have on your Account settings, set or planned campaigns, collected data and other information, or otherwise. Please remember that once we deactivate the beta-test version of a feature, certain processes that took place with respect to your Account, set or planned campaigns, collected data and other information cannot be reversed, and Clubshop shall bear no responsibility or liability for any consequences resulting therefrom.
- At the end of a beta-test version period, one or more beta-tested features may be made available for a separate fee (e.g. as a paid add-on), or as a component of particular pricing options only. Customers interested in using such features may need to upgrade their Accounts to a more advanced pricing option in order to use such features
III. Technical requirements
- To subscribe to the Account, you need to have a phone and/or a service that allows you to receive SMS messages with an authorisation code.
- You expressly acknowledge and agree that Clubshop is not responsible for satisfying the foregoing requirements and that the quality of files sent, posted, streamed, published or otherwise transmitted using the Service may differ from the uploaded stream or file, in order to conform and adapt to standards of transferring data, connecting networks, devices or requirements of the Service.
IV. Use of the Service
Upon successful registration and Subscription the Service, you agree to:
- use the Service exclusively for purposes directly related to your Clubshop business.
- maintain and promptly update your contact details so that they are as current, complete and accurate as possible;
- send or stream through the Service only such materials that you have full rights to use and publish on the Internet
- conform to all applicable laws, regulations, rules and requirements (“Legal Requirements”) relating to the transmission of emails (including but not limited to, commercial emails) and the processing and transmission of personal data, including but not limited to the Legal Requirements in force in your country of residence;
- keep all login credentials provided to you secret and confidential.
- have an establishment in the European Economic Area (the “EEA”), or
- offer goods or services to data subjects in the EEA, irrespective of whether a payment is required, or
- monitor the behaviour of data subjects in the EEA,
you represent and warrant that in using the Service, in particular in creating lists of Contacts, sending e-mails and collecting personal data, you comply with all personal data protection, privacy, and electronic communication regulations applicable in the EEA and its member states. In particular, you are obliged to:
- clearly inform data subjects about means and purposes of the processing of personal data, including for processing in the Service;
- obtain and maintain express and valid consent of the data subject to transfer their data to Clubshop and to be processed in order to send them electronic communication by Clubshop on your behalf;
- agree to indemnify and hold Clubshop harmless from any losses resulting from breach of the above warranties and obligations.
Accepting these Terms of Service you engage Clubshop in processing of the personal data necessary to provide you with the Service on terms and conditions stipulated in Data Processing Agreement, which constitutes an integral part of these Terms of Service.
• Data Processing Agreement
To the extent Clubshop receives from you any personal information (as defined by the California Consumer Protection Act of 2018 (the “CCPA”), for the sake of this section defined as the “Personal Information”) of any “consumer” (in the meaning assigned thereto by the CCPA) for processing, Clubshop and you acknowledge that we shall serve as a service provider in the meaning of the CCPA, and as such, we shall not:
- retain, use or disclose the Personal Information for any purpose other than for the specific purpose of performing Service under this Terms of Service or as otherwise permitted by the CCPA, including for any “business purpose”, as defined by the CCPA;
- retain, use or disclose the Personal Information for any “commercial purpose” (as defined by the CCPA), other than providing the Service under the Agreement or as otherwise permitted by the CCPA;
The role of Clubshop shall be limited to providing you with the Service tools to be used for the purpose of Personal Information processing. We do not have any impact on the scope of the Personal Information you process in the Service; and except for specifying the minimum scope of the Personal Information required for the proper use of the Service, Clubshop does not determine the purposes and means of processing, does not monitor the scope of these data or the lawfulness of the basis for its processing, nor does it check if you processes them correctly.
You agree that in case we receive a request from your Contact, who wants to exercise his/her rights under the CCPA, we shall inform such Contact that Clubshop acts as a service provider and further, Clubshop shall direct such Contact to you being an entity that determines the purposes and means of the processing of Personal Information.
While it is your responsibility to satisfy the requests of consumers and to prepare replies thereto, we, to the best of our abilities and to a reasonable extent, shall reasonably support you, in fulfilling your obligations, in particular through the application of appropriate technical and organizational measures necessary for you to support the exercise of the consumers’ rights under the CCPA.
You are obliged to timely pay all applicable Subscription fees for your use of the Service in accordance with the GPS Subscription you have chosen and these Terms of Service. We offer various GPS Types and monthly, annual and two-year Billing Period. Current Subscription Plans are available at Clubshop GPS Pricing.
Access to the Service is provided to you after we have received the applicable Subscription fee, calculated based on the Subscription Plan and Billing Period you have chosen (pre-paid Subscription).
You may pay for the Service using a credit card, PayPal, Bitcoin, VISA/Mastercard or alternative payment methods, subject to restrictions on certain payment methods depending on your country. If you choose to pay fees with a credit card, you may agree to pay them in the form of a recurring payment, under which the Subscription fee is processed automatically based on the Subscription Plan and Billing Period you have chosen. The recurring payment is initiated on the first day after the expiration date of the previous Subscription (“recurring payment date”). If the recurring is unsuccessful at that point, we will retry to complete the payment transaction in the following days and if the completion of the transaction is unsuccessful, we will assume that the Service is terminated. In the event that the credit card you provided us expires or any credit card information changes or becomes out of date, in order to procure continuity and avoid Service interruptions, you hereby authorize us to obtain or determine updated or replacement information, in particular expiration dates or credit card number, and to continue billing on the same terms using the updated or replacement information. We are not responsible for any fees charged by payment services providers.
We will issue an invoice for the Service within 30 days of receipt of each payment. You expressly agree to receive invoices from us by electronic means of communication. For settlement purposes it is assumed that a month has 30 days, a year has 360 days and two years have 720 days.
We reserve the right to change the fees for the Service at any time by posting a new price list on Clubshop Pricing. New price applies to new Accounts and all current Accounts – from the beginning of any subsequent Billing Period or in case of any Subscription Plan changes. We will inform about the new price list by providing at least 14 (fourteen) days prior written notice sent to the email address available within your Account.
All fees are exclusive of taxes. Where appropriate, value added tax (VAT), goods and services tax (GST) or any other tax on sales (irrespective of the designation of the tax adopted in various jurisdictions) will be added to the payment price in accordance with currently effective rates. You agree to pay any taxes applicable to your use of the Service. You may represent that you are registered for VAT, GST or any other tax on sales purposes in your country. At our request, you will provide us with the VAT, GST or any other tax on sales registration number under which you are registered. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
Please note that some taxes depend on the region, province, state, town or district where you are located. You need to provide us with your correct address at all times, as we do not bear any responsibility resulting from wrong calculation of taxes due to inaccurate or wrong indication of address by you.
VI. Prohibited practices, content and industries
Certain Content may be illegal or result in higher than-normal bounce rates and abuse complaints, which may affect the deliverability of Clubshop’s platform to you and others. You acknowledge the foregoing and agree that you will not use the Service to stream, disclose, engage in, offer to sell, and/or promote, either directly or indirectly, any goods or services identified here, and that doing so is considered a violation of these Terms of Service and grounds for termination of your Subscription.
You may not use any hardware or software intended to damage or interfere with the proper and timely functioning of the Service, or to surreptitiously intercept any system, data or personal information from the Service or any Website. You further agree not to take any action that imposes unreasonable or disproportionately large load on the Service, any Website, or any network or other Service infrastructure.
We do not pre-screen or control Customer’s activity related to the use of the Service. However, we reserve the right (irrespective of other rights under these Terms of Service) to refuse, remove or delete any Content, suspend email campaigns, block Customer’s landing page, stop Webinars, suspend access to the Service or any part thereof, with or without notice, at our sole discretion if we reasonably determine that Customer’s, User’s or Participant’s activity or the Content violates any applicable provision of the law, our policies, these Terms of Service, any third party right or is otherwise objectionable. In the aforementioned situations, without limiting the disclaimer and limitations in Section 15, under no circumstance shall we be liable for the consequences of any measures taken pursuant to this paragraph.
1. Fair Usage Policy
In order to help ensure the quality and accessibility of the Service to our Customers, you agree not to use the Service or features thereof in a manner that is excessive or unreasonable relative to other Customers under similar Subscription Plans.
Please note that we do not impose quantity restrictions on features such as number of sent emails, or landing pages, and that access to tools and features made available to you for “unlimited” use as part of the Service is not restricted if used in accordance with this Fair Usage Policy. However, we monitor various parameters on a case by case basis to identify and prevent excessive or unreasonable use that may adversely affect other Customers or performance of their campaigns.
If our Compliance Team in its sole discretion determines that your use of the Service or any feature thereof is excessive or unreasonable, overloads our systems and as a result, detrimentally affects other Customers, we will promptly advise you on how to reduce your usage.
If you do not follow that advice, and your usage continues to affect other Customers, you agree that we may immediately suspend or terminate your access to the Service in whole or in part and that you will not be entitled to a refund of any amounts previously paid. In the aforementioned situations, without in any way limiting the disclaimers and limitations in Section 15, under no circumstances shall we be liable for the consequences of any measures taken pursuant to this paragraph.
2. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT
We respect the intellectual property of others, and we ask our Customers to do the same. We may, in appropriate circumstances and at our discretion, disable or terminate the Accounts of Customers who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement or your intellectual property rights have been otherwise violated, please provide our Compliance Manager with the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorised to act on the copyright or intellectual property owner’s behalf.
Our Compliance Manager, who acts as an Agent for Notice of claims of copyright or other intellectual property infringement, can be reached as follows:
By mail: Proprofit Worldwide Limited
98 Chingford Mount Road, E4 9AA, London, UK
Any and all information, data, texts, graphics, logos, video, music or other materials that you post, upload, send, stream or otherwise make available using the Service, including but not limited to on your landing page(s) or during Webinars, or that your landing page visitors or Participants upload, post or stream on your landing page(s) apart from the templates provided by us, or during Webinars (“Content”), are solely your responsibility. Content also includes any links to other websites, resources, or third-party services you use. We do not claim ownership of the Content, and you (or your landing page visitor/Participant, as applicable) retain the all right title and interest in and to the Content. Notwithstanding the preceding, the term “Content” does not include any materials you take from our resources, including but not limited to Multimedia Studio and our predesigned templates. You agree that we can present your landing page in our marketing materials, particularly case studies.
You are entitled to use materials that we render available to you solely to use the Service for its intended purpose, notwithstanding whether such materials are paid or free, customized or standard. Please note that our resources (in particular the Multimedia Studio) may include materials subject to third-party copyright. You acknowledge and agree that we have the right at any time and at our sole discretion to remove such materials from our resources, disable access to them, or demand that you immediately stop using them, particularly in email campaigns and on your landing page(s) or Webinars. If you do not satisfy any such demand, we will be entitled to delete such materials at our sole discretion. In the aforementioned situations, without limiting the disclaimers and limitations in Section 15, under no circumstance shall we be liable for the consequences of any measures taken pursuant to this paragraph.
If you post, upload, send, stream or otherwise make available Content through third parties or which belongs to a third party, you are obliged to adhere to such third-party terms and conditions of service or license, irrespective of your obligations resulting from these Terms of Service.
You acknowledge and accept that we may preserve the Content and disclose it if we are required to do so by law or if it is necessary to enforce these Terms of Service, a court order or a decision of a competent public authority, respond to claims that any Content or the activity of your landing page visitor or Participants violates the law or the third party rights.
VIII. Customer Service
We provide Customer Service via Email or Live Chat. When requesting customer service or submitting a complaint, you should provide at least your Account name – we do not reply or take any action based on “anonymous” support requests. Customer Service contact details are available at Clubshop.com and within your Account under the “Support” tab. Most customer service enquiries are responded to within 72 hours on business days. You have the right to be advised about the processing status of your support request or complaint.
You may cancel your Account at any tim. An email or phone request to cancel your Account is not considered cancellation. In order to cancel the Account, you must CLICK THE BUTTON CANCEL MEMBERSHIP that you see on your profile page. Please note that if you cancel your Account, your Subscription will be terminated immediately.
We reserve the right to terminate or suspend your Subscription with immediate effect and refuse you any and all current or future use of the Service in the event that you violate any of the provisions of these Terms of Service or any other agreement with Clubshop, or cancel your Account. Without limiting the foregoing, the activities specified below each constitute a violation of our Terms of Service and grounds for immediate termination and or/suspension of your Subscription.
Examples of activities regarded as a violation of our Terms of Service:
- failing to make payment when due,
- using the Service for abusive or prohibited practices;
- Sending emails which we consider SPAM (determined based on Clubshop algorithms and compliance procedures), in particular, if:
- the Customer’s name or domain (which the Contacts can access by clicking links contained in emails sent by the Customer) is listed on the SpamHaus Registry Of Known Spam Organizations (ROKSO, http://www.spamhaus.org/rokso/) or such domain is listed on at least one of the following blacklists: URIBL (http://uribl.com/), SURBL (http://www.surbl.org/), SpamHaus DBL (http://www.spamhaus.org/dbl/) or ivmURI (http://dnsbl.invaluement.com/)
- the Customer is found spamming by SpamCop or any other anti-spam organization that reports to Clubshop spam trap hits through Unsolicited Commercial Email reports,
- breach the rules of use of our trademarks and other intellectual property,
- creating more than one Free Trial Account by the Customer
- providing inaccurate, unreliable or false registrant contact details, or failing to keep such contact details up to date.
- Assigning rights and obligations resulting from the Service agreement to a third party without the prior consent of Clubshop.
- Any slandering or defamation about Clubshop.
- Any attempt to cheat the Clubshop system.
We reserve the right to terminate the Customer’s Subscription the Service at any time without cause, with immediate effect, without incurring any liability in this respect, except that we will refund a pro-rata portion of any prepaid amounts for the Subscription the Service.
Termination, suspension as well as downgrade of the Service or any of its parts or features may affect your Account, set or planned campaigns, collected data and other information, etc. Please remember that once the Service or any of its parts or features are terminated, suspended or downgraded, certain processes that took place with respect to your Account, set or planned campaigns, collected data and other information cannot be reversed, and Clubshop shall bear no responsibility for consequences resulting therefrom.
XI. Free Account; Refund Policy
Free Account: this version (GPS Trial Partner Program) of our Service requires no credit card for signup. This gives you a zero-charge way to try our Service. If you decide to upgrade at any time, the Free Account is upgraded to a Paid Account.
Paid Account: Our Paid Service (or GPS) doesn't generate an automatic renewal, as we don't charge your credit/card at the end of the Billing Period. You can pay for an additional Period or not and upgrade/downgrade it. Every renewal you may buy manually is always a separate voluntary purchase.
Grace period: if you don’t renew your GPS before your renewal date, you enter the 30-day grace period. No commissions can be credited to your account during this timeframe and are lost forever. At the end of your grace period, you’re downgraded to affiliate status and lose all the partner’s benefits. Including pending commissions, Tangicoin credit, vertical lines and whatever is reserved for Clubshop Partners.
Cancellation/Termination: if you cancel your Account or if we terminate your Subscription for cause as specified in the Sections above, no further amounts will be charged to you. However, you are responsible for any amounts you have already paid.
Refund Policy: our Service is a pay-as-you-go service. Therefore, we do not issue refunds, even if you cancel your Account immediately after your credit card is charged for a new Billing Period. For example, if we charge you pay on August 8th, and you cancel your Account on August 13h, you are still responsible for paying for the entire Billing Period (30 days, four months, one year, or two years, depending on your Subscription Plan). No subsequent charges will be applied to your credit card upon cancellation or termination, but the amounts already charged are not refunded.
Unless otherwise stated in these Terms of Service, the amounts paid by you under these Terms of Service are non-refundable. Please note that cancellation or termination does not release you from the obligation to pay any fees already due as of the effective cancellation or termination date.
Notwithstanding the above, if we terminate your Subscription without cause, we will refund a pro-rata portion of the amount you already prepaid for the portion of the Subscription remaining after the effective termination date.
XII. GPS Affiliate Program.
GPS Affiliate Program
Clubshop offers a dedicated affiliate program for GPS subscribers, which guarantees direct commissions, as explained in our official Compensation Plan.
GPS NO Refund Policy
Every GPS subscriber can stop paying their monthly fee at any time, but with no exception, refunds are not possible.
Affiliate Program Conditions.
Affiliates over 18 years of age are valid to earn commissions regardless of age, location, gender or any other legally protected characteristics.
The GPS Pro opportunity costs $49.90. Clubshop pays a 50% direct commission on every GPS sale.
XIV. Copyright and Trademarks
The Service, all Clubshop software, and the content included on the Websites (such as text, graphics, logos, button icons, images, audio clips and software) (collectively, the “Clubshop Intellectual Property”), are the property of Clubshop or its content suppliers and protected by UK and international copyright laws. No part of the Clubshop Intellectual Property may be reproduced or transmitted in any form or by any means without express written consent of the authors except as specifically provided and allowed by us.
“Clubshop” is a registered trademark of Proprofit in the European Union, the United States, and other countries. Without our express consent, our trademarks, service marks, logos and other indicia of the source may not be used in conjunction with other entities’ products or services in any manner whatsoever, including but not limited to any way that may cause confusion among customers and potential customers, or in any manner that discredits Clubshop, its products or services.
Per the affiliate program’s sake, Clubshop Affiliates, Merchant Affiliates, Affinity Groups, and Partners may use the “Clubshop Intellectual Property” available in the marketing section of the affiliate program dashboard.
XV. Service accessibility
We do not guarantee any minimum response or delivery times concerning service performance. At our sole discretion and without liability, we may change or modify the Service's features or modify or replace any provided equipment or software used to deliver the Service, provided that this does not have a material adverse effect on the Service. We may perform scheduled or emergency maintenance (including temporary suspension of the Service if necessary) to maintain or modify the Service without previous notice given to you and without any liability on our side. However, in the event of scheduled maintenance that would last for more than one day, we will use reasonable efforts to give you at least one day’s notice. Scheduled maintenance will be carried out with the aim of minimizing business interruption.
We also reserve the right to modify, add or delete any documents, information, graphics or other content appearing on or in connection with the Service or any of the Websites at any time without prior notice.
XVI. Disclaimer of Warranties. Limitation of Liability
You acknowledge and agree that Clubshop provides the Service and Websites on an “AS IS” basis and disclaims all warranties of any kind, either express or implied, including without limitation any warranty of title, merchantability, non-infringement or fitness for a particular purpose.
Every affiliate’s online business is unique, employing its own strategic approaches and focusing on different Clubshop’s products and services. For these reasons, each of our customers' individual results will be different. YOUR BUSINESS’ INDIVIDUAL RESULTS WILL VARY BASED ON NUMEROUS FACTORS UNIQUE TO YOUR BUSINESS. THIS INCLUDES BUT IS NOT LIMITED TO THE PRODUCTS AND SERVICES YOU MARKET, YOUR MARKETING STRATEGY, AND PERSEVERANCE.
Clubshop does not promise, guarantee, or warrant your business’ success, income, or sales volume. You understand and acknowledge that Clubshop may provide sales leads or referrals to you or your business through its cooperative marketing program, but these leads or referrals cannot guarantee income for you. Customers who purchase our Service will receive access to software and tools to run online marketing campaigns, create online sales funnels, and otherwise aid their Internet marketing strategy. However, we do not promise or warrant your business’ success, and depending on various market factors beyond our control, the software, tools and features we provide may or may not be suitable for your specific business. Also, we do not make income claims, return on investment claims or claims that our software, tools and features will help you earn any specific amount. We also do not offer any tax, accounting, financial, or legal advice. You should consult your accountant, attorney, financial advisor or other professionals for advice.
You are solely responsible for your use of the Service, any of the Websites and any and all Content, Webinars and email campaigns you develop, operate or send using the Clubshop platform. It is your duty and responsibility (and not ours) to back up all your files and data stored on our servers, and under no circumstances will we be liable for any loss or damages due to the loss of such files or data stored on our servers.
Without limiting the foregoing, Clubshop is not responsible or liable to you for any:
- Actions or omissions of any third party, including but not limited to Users or Participants, and other third parties using your Account with login credentials, passwords or details obtained from you or in other circumstances beyond Clubshop’s reasonable control;
- failure of external conditions, networks or telecommunications devices or equipment necessary to use the Service that is provided by third parties or otherwise beyond Clubshop’s reasonable control;
- problems of any kind with features used within test versions, including but not limited to beta-test versions;
- insufficient or fluctuations of the bandwidth used by the Customer, User or Participant may affect Content quality.
To the maximum extent permitted by law, you agree that in connection with the Service, the Service or use thereof: (i) Clubshop, its employees, directors, officers or representatives shall not be liable for any indirect, incidental, punitive, special or consequential damage or loss (even if advised of the possibility of such damage), however caused and irrespective of the nature of the cause of action, demand or claim, whether in contract, tort (including negligence) or otherwise and (ii) Clubshop’s entire liability to you for any and all claims, actions, proceedings, losses, liabilities, damages, costs, expenses, judgements, and awards arising under or in connection therewith (each a “Claim”), in the aggregate, regardless of the form and cause of action, whether in contract, tort (including negligence) or otherwise, shall not in any event exceed the equivalent of amount paid for the Service for one Settlement Perion (Settlement Period shall mean, respectively, monthly period or 30 days) immediately preceding the date when the event causing the Claim occurred, with the exclusion of any amounts representing setup fees, List Extension Fees paid add-ons fees, or any other extra charges. The Customer hereby releases Clubshop, its employees, directors, officers and representatives from any and all Claims in excess of the aforementioned limitation.
Neither party shall be responsible for any delay or failure in the performance of their obligations under these Terms of Service due to Force Majeure or other occurrences beyond the reasonable control of the party in default or failing to fulfil their respective obligations. For purposes of the foregoing, “Force Majeure” means any exceptional occurrence caused by an external factor which cannot reasonably be foreseen or prevented, including but not limited to war, natural disasters, strikes, breakdowns, DDoS attacks or other disruptions in telecommunication networks or data communication infrastructure, emergency government action and administrative measures, and activities of third party entities that affect the provision of the Service, and whose activity is independent of the parties hereto.
You agree to indemnify and hold Clubshop, its employees, directors, officers, co-operators and representatives harmless from any and all claims, losses (either direct or indirect), damages and expenses, including but not limited to attorney fees, based upon or arising from (i) any failure by you or any individual using your login credentials to comply with your obligations under these Terms of Service, (ii) violation of any law, or of the rights of any third party by you, your User, or any of your landing page visitors or Participants, (iii) your use of any third party service or integration of the Service with any third party service, or (iv) any User’s or Participant’s Content or activity. We will notify you as soon as reasonably practical of any such claim, demand or cause of action for which we will require indemnification from you.
XVII. Final Provisions
These Terms of Service are valid as of the earlier of the date provided to you or posted on the Website.