TERMS & CONDITIONS
Effective Date: 28 November 2019
This page constitutes a legally binding agreement (the “Agreement” or “Terms of Service”) between Door Club, LLC (“Company,” “we,” “our,” or “us”) and you, governing your access to and use of our website(s) (the “Website”) and related service (collectively, the “Services”).
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES. THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT INCLUDES A JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE FOR ANY DISPUTES. IF YOU DO NOT AGREE TO ANY OR ALL OF THE TERMS OF SERVICES, DO NOT USE THE SERVICES.
By entering into this Agreement, and/or by accessing or using the Services, you expressly acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are accessing and using the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement. This Agreement applies to all visitors, users, and others who access or use the Services (“Users,” “you,” or “your”).
Your use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that we may post on or link to from the Services (the “Additional Terms”), such as end user license agreements for any downloadable software applications, or rules applicable to a particular feature or content on the Services. All Additional Terms are incorporated by reference into, and made a part of, this Agreement.
To use the Services, you must be, and hereby represent that either 1.) you are an individual of the age of majority or older; or 2) if using the Services on behalf of a legal entity (e.g. a LLC, corporation, etc.), that you are someone who can enter into legally binding contracts on behalf of that legal entity. Persons under the age of majority in the jurisdiction where that person resides, are strictly prohibited from accessing or using the Services unless their parent has consented in accordance with applicable law. Additionally, you are prohibited from accessing or using the Services if you are barred from receiving Services under applicable law or have previously been suspended or removed from the Services.
C) REGISTRATION; ACCOUNTS
To access and use the Services, you must create an account (“Account”) by providing us with information such as your name, contact information, payment information, and additional information we may ask you to provide. You must provide accurate, current, and complete information during the registration process and keep your Account information up-to-date at all times. You are responsible for all activity that occurs in association with your Account. We are not liable for any loss or damage caused by your failure to maintain the confidentiality of your Account information.
You must immediately notify us if you discover or suspect any security breach related to the Services or your Account.
D) LIMITED LICENSE GRANT; USE OF THE SERVICE
Subject to this Agreement, we grant you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services (including any documentation generally made available to our Users). We are not a landlord, tenant, contractor, property manager, or a party to the actual agreement between you and the party with which you entered into such agreement. We are merely a platform provider where actual landlords, tenants, and contractors can interact with each other after execution of their respective legal instruments which establish the terms and conditions of such relationships.
In addition to any other restrictions set forth in this Agreement, you agree not to engage in, attempt to engage in, or permit or assist others in engaging in, any of the following prohibited activities: (i) use any software, script, code, device, crawler, robot, or other means not provided by us to access the Services; (ii) circumvent, disable, or otherwise interfere with security-related features on the Services; (iii) modify, adapt, translate, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the Services; (iv) access or use the Services in any manner that may damage, disable, unduly burden, or impair any part of the Services, or any servers or networks connected to the Services; (v) post information or interact with the Services in in a manner which is fraudulent, libelous, abusive, obscene, profane, harassing, or illegal; (vi) use the Services for any illegal purpose or in violation of any law, statute, rule, permit, ordinance or regulation; (vii) gain or attempt to gain unauthorized access to the Services; (viii) interfere or attempt to interfere with the Services provided to any User or network, including without limitation, via means of submitting a virus to the Services, spamming, crashing, or otherwise; (ix) engage in commercial use or distribution of the Services, or copy or create any derivative work of the Services; (x) use the Services in any way that infringes or misappropriates any third party’s rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights, or rights of publicity or privacy; (xi) disclose the results of testing or benchmarking of the Platform or (xii) use your Account or the Services for the benefit of any third party.
We reserve the right, but are not obligated, to investigate any violation of this Agreement or misuse of the Services. We may: (i) remove, disable access to, or modify any content or resource that violates this Agreement; and (ii) report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Any such reporting may include disclosing certain User Content, including Account information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Agreement. We may also access and disclose User Content if we believe in good faith that such access or disclosure is reasonably necessary to protect the rights, property, or safety of the Services, us, our employees, directors, officers, partners, or agents, or members of the public.
F) SERVICES AVAILABILITY AND MAINTENANCE
We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services any time and for any reason without notice to you. You agree that we have no liability for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in this Agreement will be construed to obligate us to maintain and support the Services We may block, deny, terminate, suspend, or limit your access to or use of the Services in our sole discretion, at any time or for any reason and without notice or liability. We have no responsibility or obligation to maintain the Services or to supply any corrections, updates, or releases in connection therewith.
You are responsible for your content on the Website. We may remove any content on the Website (or demand Users to remove such content) that we deem violates this Agreement.
1) User Content
You are responsible for all text, images, photographs, or other materials provided, created, or uploaded by you which is associated with your Account for the Services (“User Content”). You represent and warrant that: (i) you have all necessary rights, consents, and permissions to submit to the Services and otherwise disclose, transfer, and use all User Content, including to grant the licenses to User Content herein; and (ii) User Content will not violate any applicable law, rule, or regulation, infringe any third party’s intellectual property, privacy, or publicity right, or cause a breach of any agreement with any third party (including any governmental agencies).
2) Usage Data
We may collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies, including without limitation, information concerning User Content and data derived therefrom that does not specifically identify a User (“Usage Data”). We own all right, title, and interest to Usage Data.
We operate the Website in compliance with 17 U.S.C. §512 and the Digital Millennium Copyright Act (“DMCA”). It is our policy to respond to any infringement notices and take appropriate actions under the DMCA and other applicable intellectual property laws. The DMCA requires that all notices of alleged copyright infringement must be in writing. When informing us of an alleged copyright infringement, the complaint must do the following: (i) identify the copyrighted work(s) that allegedly has been infringed; (ii) describe the material that is claimed to be infringing and provide sufficient information to permit us to locate that material; (iii) provide your contact information, including an address, telephone number, and email address; (iv) certify or include a statement that the complainant has a good faith belief that the use of the copyright-protected material in the manner complained of is not authorized by the copyright owner, the owner's agent, or law; (v) certify that the information that you have provided us is accurate; and (vi) include a physical or electronic signature of the copyright owner or person authorized to act on behalf of the owner. Before the complainant alleges an infringement, complainant should consult copyright materials to confirm that the use is, in fact, infringing. The United States Copyright Office provides basic information, online, which can assist one in determining whether an exception or defense, such as fair use, may apply to the use of your copyrighted work. Where it has been clearly established that a User is a repeat offender, we may, in our sole discretion, terminate such User’s Account. If you believe that your copyrighted work is being infringed on the Website, please notify us at the email address at the bottom of this Agreement.
H) FEES AND PAYMENT
There is no fee or payment for using this Website.
I) INTELLECTUAL PROPERTY
1) Company Material
Except for the limited license granted to you in this Agreement and except for User Content, we retain all right, title, and interest in and to the Services and associated documentation, all data, text, images, logos, software, content, and other information and content available on or through the Services, and any and all enhancements, improvements, developments, derivative works, or other modifications made to or related to the foregoing (“Company Material”). The Company Material is protected by copyright, trademark, and/or other intellectual property laws and you acknowledge and agree that we retain all right, title, and interest in and to the Company Material. Except as expressly stated in this Agreement, you may not sell, transfer, alter, reproduce, distribute, republish, download, display, post, or transmit any Company Material, in whole or in part, by any means.
2) User Content
User Content you create, post, share, or store in interactive public areas of the Services will be viewable by other users of the Services and through third-party websites. You should only provide User Content in public forums that you are comfortable sharing with others under this Agreement. Your User Content belongs to you, subject to our rights as outlined below and you warrant your legal right to provide any User Content to the Services.
You give us an irrevocable and non-exclusive license to use, reproduce, publish, distribute, modify, destroy, or otherwise use your User Content, including copies thereof, for the purposes of the Services. You agree to waive all rights in your User Content, and you warrant that you have not otherwise asserted your rights to your User Content.
You are solely responsible for your use of the Services, you agree not to post, upload to, transmit, distribute, store, create, or otherwise publish through the Services any of the following: (1) User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive inflammatory, fraudulent, deceptive or misleading; (2)
User Content that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, federal, or international law; (3) User Content that may infringe any patent, trademark trade secret, copyright or other intellectual or proprietary right of any party; (4) unsolicited promotions, advertising, or solicitations; (5) private information of any third party, including, but not limited to, medical record information, email addresses, Social Security numbers, credit cardholder data; (6) viruses, corrupted data or other harmful, disruptive or destructive files; or (7) User Content that, in our sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying the interactive areas of the Website, or which may expose us or our users to any harm or liability of any type.
We retain all right, title, and interest in and to our trademarks, Services marks, logos, name, branding, and equivalent identifiers (“Marks”). Except for the reproduction of our Marks in order to promote the Services on the apps, you may not use our Marks for any purposes, including in a way that suggests you are endorsed by or associated with us in anyway other than as a customer. All permitted use of a party’s Marks hereunder will inure to the benefit of the owning party.
You acknowledge and agree that any feedback, comments, questions, suggestions, ideas, or other communication or materials (collectively, “Feedback”) regarding the Services provided by you as a submission to us will become our sole property. We will own exclusive rights, including all intellectual property rights, and we will be entitled to the unrestricted use and dissemination of all Feedback for any lawful purpose without acknowledgment to you or payment of any compensation. You hereby waive your rights to any Feedback and you hereby warrant that any Feedback is original with you or that you have the legal right to make the Feedback. You agree that you will have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your communications to us. We are under no obligation to use any Feedback.
J) ELECTRONIC COMMUNICATIONS CONSENT
Visiting the Website, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing.
THE SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PRIVACY, SECURITY, ACCURACY, TIMELINESS, QUALITY, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE, OUR SUBSIDIARIES, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT: (I) THE SERVICES OR YOUR USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR CORRECT; (II) THE SERVICES OR YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS; (III) THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, TIMELY, UNINTERRUPTED, OR SECURE; (IV) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (V)THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.
WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY SERVICES ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICES, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
If you live in a state that does not allow for the disclaimer of certain warranties, the disclaimers above may not apply to you.
You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, and affiliates (the “Indemnitees”) harmless from any and all third-party claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and litigation expenses), arising out of or relating to: (i) your access to or use of the Services; (ii) all User Content; (iii) your violation of any portion of this Agreement or any applicable law, rule, or regulation; or (iv) your violation of any third-party right.
M) LIABILITY FOR USER CONTENT
We take no responsibility and assume no liability for any User Content posted, stored, or uploaded by you or any third party, or for any loss or damage thereto, nor are we liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter on the Services. Your use of the Services is at your own risk. Enforcement of the User Content or conduct rules set forth in these Terms of Services is solely at our discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules. As a provider of Services, we are not liable for any statements, representations, or User Content provided by users in any public forum or interactive area of the Services. Although we have no obligation to do so, we reserve our right, at our sole discretion, to remove, screen, or edit any User Content posted or stored on the Services at any time and or any reason without notice. Any use of the Services in violation of the foregoing violates these Terms of Services and may result in, among other things, termination or suspension of your rights to use the Website and Services. We have no obligation to monitor User Content and we reserve the right, at all times, to disclose any information as necessary to satisfy any applicable law, regulation, legal process, governmental request, or to edit, refuse to post, or remove any information or content in our sole discretion. ALWAYS USE CAUTION WHEN DISCLOSING ANY PERSONALLY IDENTIFIABLE INFORMATION ABOUT YOURSELF IN ANY USER CONTENT. WE DO NOT CONTROL OR ENDORSE THE CONTENT, MESSAGES OR INFORMATION FOUND IN ANY USER CONTENT AND THE VIEWS AND OPINIONS EXPRESSED BY USERS OF THE SITE AND SERVICES DO NOT NECESSARILY STATE OR REFLECT OUR VIEWS; THEREFORE, WE SPECIFICALLY DISCLAIM ANY LIABILITY WITH REGARD TO THE USER CONTENT.
N) LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE ENTITIES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM THE USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF THE ENTITIES AND ITS LICENSORS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR ANY OTHER THEORY, ASSOCIATED WITH ANY CLAIM ARISING OUT OF OR RELATING TO USE OF OR ACCESS TO THE SERVICES FOR ANY REASON WHATSOEVER SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100). IF THE JURISDICTION YOU ARE IN DOES NOT ALLOW FOR THE EXCLUSION OF CERTAIN TYPES OF DAMAGES, THEN SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN CERTAIN CIRCUMSTANCES.
O) ALERTS AND NOTIFICATIONS
By entering into this Agreement or using the Services, you agree to receive communications from us, including emails, text messages, phone calls, alerts, and other communications. Standard message and data rates apply to all messages sent to or received from us. Any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communication be in writing.
We may use User Content for marketing purposes. We may identify you as a customer in standard marketing materials, including the customer page of our website.
Q) DISPUTE RESOLUTION
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. Contact us through www.door.club/support. If the parties do not reach an agreed upon solution within a period of thirty (30) days from the time such informal dispute resolution is pursued, then either party may initiate binding arbitration. Except as expressly set forth herein, any dispute, claim, or controversy (each, a “Claim”) arising out of or relating to this Agreement will be settled by binding arbitration administered by the American Arbitration Association (the “AAA”) in accordance with the provisions of its Commercial Consumer Arbitration Rules and the supplementary procedures for consumer related disputes of the AAA, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including without limitation, to any Claim that all or any part of this Agreement is void or voidable. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
The procedures and rules of the Federal Arbitration Act, 9 U.S.C. § 1, et seq. shall exclusively govern the interpretation and enforcement of any arbitration (available at www.adr.org or at 1-800-778-7879).
The parties each acknowledge and agree to waive the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, each party retains the right to bring an individual action in small claims court or the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyright, trademark, trade secret, patent, or other intellectual property right. If any court or arbitrator determines that the foregoing class action waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision herein shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
arbitration provision is deemed illegal or unenforceable, such provision shall be severed and the remainder of this section shall be given full force and effect. Any Claim or cause of action you may have arising out of or relating to this Agreement or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
R) TERM AND TERMINATION
This Agreement commence when you first visit or use any feature of the Services and shall apply to all of your subsequent visits and uses. We may, at our sole discretion, terminate your access to and use of the Services, with or without cause, immediately, and without notice. We will not be liable to you or any third party for any such termination. Upon any termination, discontinuation, or cancellation of the Services or your access thereto, your right to access or use the Services will immediately terminate. All provisions of this Agreement which by their nature should survive termination shall survive the termination of your access to the Services, including without limitation, provisions regarding ownership, warranty disclaimers, indemnity, and limitations of liability.
Except as provided above, this Agreement is governed by the laws of the State of Missouri, without regard to conflict of law principles. You agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located in Eastern District of Missouri for the purpose of litigating any dispute. You may not assign or transfer this Agreement or your rights herein, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement at any time without notice or consent. If any portion of this Agreement is held invalid, you agree that such invalidity will not affect the validity of the remaining portions of this Agreement. We may identify you as a customer in standard marketing materials, including the customer page of our website. No waiver by us of any breach or default of this Agreement will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement represents the complete agreement between the parties regarding the subject matter set forth herein and supersedes all prior agreements and representations between you and us.
T) AMENDMENT OF THIS AGREEMENT
We reserve the right to change, modify, or remove any of the terms and conditions contained in these Terms of Services at any time or for any reason at our sole discretion. However, we have no obligation to update the information on the Website. The new version will become effective on the date it’s posted, which will be listed as the new Effective Date and you waive any right you may have to receive a specific notice of each such change or modification. Your continued use of the Website or Services after such posting means you accept and agree to be bound by the modified Terms of Services. You are encouraged to periodically review these Terms of Services to stay informed of updates. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE Services.
U) DELETING USER CONTENT
If you wish do delete your User Content, contact us through www.door.club/support or email@example.com.
V) CONTACTING US