These Terms and Conditions will apply to your access as a “User” of this Web Site or its related services (such access and related services collectively referred to as “Services”). If you have any questions that are not answered elsewhere on this Web Site, please contact us at email@example.com.
User Eligibility; Children Under the Age of 13. We support the privacy protection needs of children and do not intend to communicate with or collect any personally identifiable information from children except when a merchant specifically wants to include children in the merchant’s Email Club. Generally, you must be 13 or older to join an Email Club or submit any information to us. We will only include children under 13 years of age in an Email Club in compliance with applicable laws and regulations and using special registration materials to obtain parental consent that make it clear that children may enroll. If you do not qualify, do not join an Email Club and do not use the Services. We may, at our sole and absolute discretion, refuse to accept a person’s (or entity’s) Email Club membership, and may, at any time after accepting membership, refuse to permit a User’s continuing use of the Services.
Password and Security. You are solely responsible for maintaining the confidentiality of any User name and password during any email session and you are fully responsible for all activities that occur under your password or account. You agree to (i) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this provision.
Information. “Information” is defined as any content, data, material or work product provided by a User within The Email Club or to any other User in the registration, or listing process, or by way of any public message area, electronic mail, postal delivery, or other communication tool. User and not The Email Club is solely responsible for verifying the quality, accuracy, reliability, legality and completeness of all Information. Any reliance by the User on Information will be at the User’s sole risk. Therefore, you and other Users are solely responsible for independently verifying the background of other Users as well as the nature and character of the Information received.
You acknowledge and agree that we do not necessarily pre-screen or monitor any Information (including each User’s purported identity), but that we or our designees will have the right, but not obligation, at their sole and absolute discretion to refuse, move, or remove any Information. If you view or receive Information that you believe is inconsistent with the Agreement, you may email us with your concerns firstname.lastname@example.org. We will review such communications and take actions we deem appropriate, in our sole discretion. We will not have any liability or responsibility to Users for any action or failure to take any action, even if we have been notified that Information may not comply with the Agreement. Without limiting the foregoing, we or our designees will have the right to remove any Information that violates the Agreement or is otherwise objectionable. You acknowledge and agree that your reliance on any Information created by us or submitted to us is at your own risk.
You further acknowledge and agree that we may preserve any Information at our sole and absolute discretion and may also disclose such Information if required to do so by law or in our belief that such preservation or disclosure is reasonably necessary to (i) comply with the legal process; (ii) enforce the Agreement; (iii) respond to any claims that any Information violates the rights of any other party; or (iv) protect our rights, property or personal safety or the rights, property or personal safety of any other person.
With respect to all Information you provide (including any associated copyrights, trademarks, or other intellectual property or proprietary rights), you represent that you are the sole owner of the Information or that you have the right to license the Information as provided in the following sentence. You grant to The Email Club the royalty free, perpetual, irrevocable, non-exclusive and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Information in whole or part and/or to incorporate it in other works in any form, media, or technology now known or later developed.
Modifications to Services/Information. You acknowledge and agree that we may change, modify, amend, suspend or discontinue any aspect of this Web Site, the Information, a merchant Email Club, or Services, at any time, without notice and without liability to you or any other User or to any third party. You acknowledge and agree that we may place, at our sole and absolute discretion, any limitations on Users’ use of the Services or the providing of Information. Without limiting the foregoing, we may limit the maximum number of days that Information is available, the maximum size of any Information provided, the maximum amount of storage space allotted to a User, and the maximum amount of time or number of times that the Services may be accessed during a particular time period. You acknowledge and agree that we have no responsibility or liability for the deletion or failure to store any Information contained within this Web Site or transmitted by Users, including you, or transmitted by us in connection with the Services. You also acknowledge and agree that we reserve the right to terminate accounts that are inactive for an extended period of time.
Role of The Email Club. We provide a venue for consumers and merchants to develop mutually beneficial business relationships. The Services related to this Web Site that we provide include administration of a localized permission email program on behalf of merchants. As such, we are neither a principal interested in any transactions, nor an agent of either the consumers or the merchants. Because we are not a party to any transaction between a consumer and a merchant, we do not make, and should not be construed as having made, any representation or warranty of any kind including, but not limited to, any representation or warranty concerning (i) the quality, safety, or legality of any offerings advertised; (ii) the truth or accuracy of any representations made or any Information provided such as with respect to any offering, User or business; (iii) the ability of a merchant to complete a sale in accordance with the offering or otherwise, or in accordance with any additional offering; or (iv) the ability of a consumer to complete or pay for a purchase.
Release. IIn the event of any dispute regarding any transaction between a consumer and a merchant conducted through use of the Services (a “Dispute”), you agree that The Email Club, its affiliates and subsidiaries, and the respective owners, directors, officers, employees, agents, shareholders, co-branders, partners, successors and assigns of The Email Club (the “Released Parties”) will have no liability to you, based on our role described in the paragraph above. You hereby release the Released Parties, and each of them, from any and all manner of action, claim or cause of action or suit, at law or in equity, and from any and all losses, damages, costs or expenses, including without limitation court costs and attorneys’ fees, which you may have against the Released Parties, or any of them, known or unknown, disclosed or undisclosed, which arise out of or relate in any way to a Dispute. If you are a California resident, you waive the application of California Civil Code §1542 which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
User Conduct. You represent, warrant and covenant that:
- You will immediately notify us in writing or by electronic mail of any unauthorized use of a User name or password.
- You will not interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services, or violate or attempt to violate the security of this Web Site.
- Your use of the Services including the providing of any Information will not:
- Be false, inaccurate, misleading or incomplete, and you will immediately correct any Information that is not accurate, reliable, legal or complete;
- Infringe upon any third party’s copyright, patent, trademark, or trade secret rights; or rights of publicity or privacy; or other proprietary rights;
- Be fraudulent;
- Violate any local, municipal, state, provincial, national, regional, international or other law, statute, ordinance or regulation (each a “Law” and collectively “Laws”), including without limitation those governing export control, child privacy, consumer protection, sending unsolicited email or “spam”, unfair competition, anti-discrimination, false advertising, U.S. or international embargo or United Nations resolution with respect to any embargo;
- Be defamatory, trade libelous, unlawfully threatening or unlawfully harassing;
- Be obscene, pornographic or indecent;
- Create liability for The Email Club nor cause it to lose in whole or in part the services of its vendors, suppliers, or any other third party;
- Involve any collusion with any other User;
- Contain any viruses, “Trojan horses,” “worms,” “time bombs,” “cancelbots” or other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information; and
- Attempt to violate or violate the security of this Web Site, including accessing data not intended for you or logging into a server or account you are not authorized to access, or attempting to probe, scan or test the vulnerability of a system or network or breach security or authentication measures.
- You will provide your own access to your email account and the World Wide Web and pay any service fees associated with such access, and provide all equipment necessary for you to access your email account and make such connection to the World Wide Web, including a computer and modem.
Termination. We expressly reserve the right to terminate the use of, or to refuse to permit the use of, one of or any of the Services by any person or entity, at our sole and absolute discretion, for any reason or for no reason.
Taxes. You acknowledge and agree that we do not collect, and will not be held responsible for the collection of, any sales tax, use tax, transfer tax, or any other tax or fee which may be assessed by any jurisdiction having taxing authority over any transaction conducted through the Services or this Web Site. Additionally, we are not responsible for the calculation of any taxes or the reporting or remittance of any taxes to any taxing authority. You expressly agree and warrant that you will comply with any and all applicable laws and regulations, including without limitation, those with respect to taxes. You agree to defend, indemnify, and hold harmless us and the other Released Parties from and against any and all damages, penalties, costs and expenses incurred by or imposed upon us or any of the Released Parties resulting from any failure by you to comply with applicable tax laws.
Downloading and Using Information. You hereby release us and the other Released Parties from any and all actual or alleged damages that may result from your downloading or using any Information. If you are a California resident, you waive the application of California Civil Code §1542 which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
No Agency. You and we are independent contractors. Neither party is an agent, representative, broker, employee, franchisee or partner of the other party. The Agreement will not be interpreted or construed to create an association, joint venture, agency, franchise or partnership between the parties or to impose any partnership obligation or related liability upon either party.
Choice of Law. The Agreement, and all questions with respect to the interpretation of the Agreement, will be governed by and construed in accordance with the internal laws of the State of Michigan and without regard for conflict of laws provisions. You expressly consent to personal and exclusive jurisdiction in the state courts of Michigan, located in Oakland County, and the Federal Court for the Eastern District of Michigan, located in Detroit, Michigan. The parties agree that the provisions of the 1980 United Nations Convention on Contracts for the International Sale of Goods will not apply. If we prevail in any dispute with you, we will be entitled to our reasonable attorneys’ fees and litigation costs.
Indemnification. You will defend, indemnify and hold harmless us and the other Released Parties, from and against any claim, loss, damage, liabilities, judgments, fees and expenses related thereto (including, without limitation, reasonable attorneys’ fees and costs) incurred by any of the Released Parties arising from or related to: (i) the use of the Services or any Information; (ii) any breach or violation of the Agreement by you; (iii) any breach of any of your representations, warranties and covenants; or (iv) the violation of any rights of another.
No Resale of Information/Services. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose other than as provided herein, any portion of the Services, use of the Services, or access to the Services.
Proprietary Rights of The Email Club. You acknowledge and agree that this Web Site, the Services, Information, and any necessary software used in connection with the Services (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that the contents of this Web Site, including the compilation and arrangement of text, graphics, images, scripts, and any Information presented to you (collectively referred to as the “Contents”), are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Regardless of the extent to which the Software and the Contents are protected by copyright and except as expressly authorized by us or the provider of the Information, you agree not to copy, modify, rent, lease, loan, sell, distribute or create derivative works based on this Web Site, the Services, the Software or the Contents, in whole or in part. You must retain all copyright and other proprietary notices contained in the original Software or Contents on any copy you make of the Software or Contents.
The Email Club grants you a personal, non-transferable and non-exclusive right and license to use the object code of any Software it may provide on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Services by any means other than through the interface that is provided by us for doing so.
The Email Club and any logos associated therewith are trademarks or service marks of Merchant Internet Group, Inc. (“MIG”). No display or use of such marks may be made without the express written permission of MIG. Other designated trademarks, service marks, tradenames and brands are the property of their respective owners, and may not be displayed or used without the express written permission of the owner.
Disclaimer of Warranties. THE SERVICES AND ALL INFORMATION MADE AVAILABLE, ARE PROVIDED ON AN “AS IS”, “WHERE IS”, “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
WE DO NOT WARRANT THAT THE SERVICES OR THE FUNCTIONS, FEATURES OR INFORMATION CONTAINED THEREIN OR ON THIS WEB SITE, INCLUDING WITHOUT LIMITATION ANY THIRD-PARTY SOFTWARE, PRODUCTS, ITEMS OR OTHER MATERIALS USED IN CONNECTION WITH THE SERVICES, WILL BE TIMELY, SECURE, UNINTERRUPTED, VIRUS FREE, ACCURATE, RELIABLE, COMPLETE, USEFUL OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED.
WE MAKE NO WARRANTY THAT THIS WEB SITE OR THE SERVICES WILL MEET USERS’ REQUIREMENTS, AND EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SERVICES. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING ANY INFORMATION, GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH USING THE SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH USE OF THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WE EXPRESSLY DISCLAIM ANY RESPONSIBILITY FOR ANY MISREPRESENTATIONS OR BREACHES COMMITTED BY ANY USER. ANY INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT THE USER’S OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OR USE OF THE INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES AND PROFITS, GOODWILL, USE, DATA, OR BUSINESS INTERRUPTION, INCONVENIENCE OR OTHER INTANGIBLE LOSSES (WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY SERVICES OR INFORMATION, INCLUDING: (i) THE USE OR THE INABILITY TO USE THE INFORMATION OR SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE ITEMS AND SERVICES RESULTING FROM ANY ITEMS, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR COMMUNICATIONS RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY COMMUNICATIONS OR INFORMATION; (iv) INFORMATION OR CONDUCT OF ANY THIRD PARTY WITH RESPECT TO THE SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES PROVIDED.
IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE AGREEMENT OR THE USE OF THE SERVICES, INCLUDING ACCESSING THIS WEB SITE, EXCEED, IN THE AGGREGATE, ONE-HUNDRED DOLLARS ($100.00).
EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THE AGREEMENT ARE MATERIAL BARGAINED FOR BASES OF THE AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THE AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THE AGREEMENT.
THE FOREGOING LIMITATION WILL APPLY AND SURVIVE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
YOU UNDERSTAND AND AGREE THAT THE ABOVE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY PROVISIONS WILL APPLY FOR THE BENEFIT OF OUR THIRD PARTY SERVICE PROVIDERS, INCLUDING MERCHANT INTERNET GROUP, INC., WHO WILL BE DEEMED THIRD PARTY BENEFICIARIES OF THE ABOVE PROVISIONS ENTITLED TO RELY ON AND ENFORCE THE PROVISIONS IN THEIR OWN RIGHT.
Exclusions and Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Notices. You will give any notice to us by both email and postal mail. Our postal address is: Email Club Manager, The Email Club, P.O. BOX 4537, TROY, MI 48099-8853. The email address email@example.com. We will give any notice to you by email or by postal delivery using an address you give us. We are not responsible if the notice does not arrive, nor are we responsible for determining if an address you give is correct. Notice will be deemed given within three (3) days after the date of the postal mailing, if such an address is used; otherwise within twenty-four (24) hours if given by us only by email.
Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision will be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of the Agreement will continue in full force and effect.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action brought by you arising out of or related to the use of the Services, including accessing this Web Site, or any Information must be filed within one (1) year after such claim or cause of action arises, or be forever barred.
Waiver. Our failure to exercise or enforce any right or provision of the Agreement will not be deemed a waiver of such right or provision. No waiver of any term of the Agreement will be deemed a further or continuing waiver of such term or any other term.
General. Captions are for reference purposes only and do not define, limit, construe or describe the extent or scope of any section.
Contacting The Email Club. If you have any questions about the Agreement, the practices of this Web Site or your dealings with this Web Site, you may contact: