User Agreement: The Roadmap to Reliable Assistance Services

END USER LICENSE AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY IN ITS ENTIRETY BEFORE USING THE WEBSITE, THE APP OR THE SERVICE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT USE THE WEBSITE, THE APP OR THE SERVICES. THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT CLUBBY’s LIABILITY TO YOU. BY USING THE WEBSITE OR THE APP, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, THE PROVISIONS, DISCLOSURES, AND DISCLAIMERS SET FORTH IN THIS AGREEMENT ARE FAIR AND REASONABLE, AND YOUR AGREEMENT TO FOLLOW AND BE BOUND BY THIS AGREEMENT IS VOLUNTARY AND IS NOT THE RESULT OF FRAUD, DURESS, OR UNDUE INFLUENCE EXERCISED UPON YOU BY ANY PERSON OR ENTITY.
AGREEMENT, ACKNOWLEDGEMENT AND ACCEPTANCE OF TERMS

Welcome to FSC Group LLC (dba “Clubby”) we are excited for you to work with us as an independent contractor (a “Clubby Partner”). With your help, Clubby can provide families with companionship and assistance. We work with you to provide these services by means of Clubby’s website, mobile application, email exchanges, call in service, or other means (the “Service”).

As a Clubby Partner and provider of on-demand assistance and social experience, you agree to be bound by all of the terms of this End User License Agreement (“Agreement”) as well as Clubby’s Terms of Service and Privacy Policy which are incorporated herein by reference. If there is any conflict between these other terms and the terms of this Agreement, this Agreement shall control unless specified otherwise herein. If you do not agree to the terms and conditions of this Agreement, you may not participate in, access, or use the Service or serve as a Clubby Partner.

By using the Service, you agree that you are at least the legal age of majority in the jurisdiction in which you reside. The Service is not targeted for use by children under the age of eighteen. IF YOU ARE UNDER THE AGE OF EIGHTEEN YOU ARE NOT AUTHORIZED TO USE THE SERVICE OR TO OTHERWISE WORK WITH CLUBBY.

Clubby reserves the right to change the terms of this Agreement at any time and at our sole discretion. Any changes to the Agreement will be effective immediately upon posting and you agree to the new posted Agreement by continuing your use of the Service. We will notify you of changes to this Agreement by email and it is your responsibility to review the notice and revised terms. You consent to the revised terms by continuing to provide services as a Clubby Partner and by using the Service following notice to you of the revised terms.

THIS AGREEMENT AFFECTS YOUR LEGAL RIGHTS, RESPONSIBILITIES, AND OBLIGATIONS, GOVERNS YOUR USE OF THE SERVICE AND SERVICE AS A CLUBBY PARTNER, IS LEGALLY BINDING, LIMITS CLUBBY’S LIABILITY TO YOU, AND REQUIRES YOU TO INDEMNIFY CLUBBY AND TO SETTLE CERTAIN DISPUTES THROUGH ARBITRATION. YOUR CONTINUED USE OF THE SERVICE AND SERVICE AS A CLUBBY PARTNER AFFIRMS YOUR AGREEMENT TO THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OR ANY FUTURE MODIFICATIONS OR AMENDMENTS TO THESE TERMS, DO NOT PARTICIPATE IN OR USE THE SERVICE.

This Agreement is written in the English language. We do not guarantee the accuracy of any translated versions of this Agreement. To the extent any translated versions of this Agreement conflict with the English language version, the English language version of the Agreement shall control.

Subject to the terms contained herein, Clubby hereby grants you a limited right to access and use the Service. You agree that you shall use the Service only in accordance with the terms of this Agreement, applicable law, and any additional rules, policies and procedures established by Clubby for use of the Service. Any and all policies and procedures issued by Clubby shall apply to your service as a Clubby Partner and use of the Service. Clubby reserves the right, at any time, to modify or supplement external policies referenced and incorporated into this Agreement as well as any information referenced via hyperlink (or the addresses where such information may be found). Such modifications shall become effective upon posting. Such modifications or supplements may be provided to you via electronic means.

By registering and using the Service, you represent and warrant that all information provided to Clubby in connection with this Agreement, including in the process of registration for the Service, is true, accurate and complete. You are responsible for installing and maintaining all equipment and systems necessary to access the Service and for paying all charges related thereto.
Nothing in this Agreement requires you to accept any opportunity on the Service, and nothing in this Agreement shall guarantee you any volume of opportunities for any particular time period.

RELATIONSHIP OF THE PARTIES
You understand that this Agreement is for an independent contractor relationship with Clubby. Neither this Agreement nor any other verbal or written communication is, nor should it be considered to be, an agreement or contract of employment, express or implied, or a promise of treatment in any particular manner in any given situation, nor does it confer any contractual or employment rights whatsoever.

You shall be solely responsible for all taxes arising from compensation and other amounts paid under this Agreement and shall be responsible for all payroll taxes and fringe benefits. No federal, state, local income tax, or payroll tax of any kind, will be withheld or paid by Clubby on your behalf. You understand that you are responsible to pay, according to law, your taxes and you shall, if requested by Clubby, properly document to Clubby that any and all federal and state taxes have been paid. You may be issued a Form 1099 at the end of the tax year. You shall hold Clubby harmless for any claims related to late or non-payment of said taxes.

You agree that you are not entitled to the rights or benefits afforded to Clubby’s employees. You will not be eligible for, and shall not participate in, any employee pension, health, welfare, or other fringe benefit plan of Clubby. No workers’ compensation insurance shall be obtained by Clubby covering you or your employees. You are responsible for providing, at your own expense, disability, unemployment, and other insurance, workers’ compensation, training, permits, licenses, and any other requirement for yourself.

You shall not take any actions on behalf of FSC GROUP LLC, dba “Clubby” or in Clubby’s name. You shall not at any time represent that you are employed by Clubby, or that you are authorized to make any contracts, agreements or obligations on behalf of Clubby or any of its affiliates. You shall not use the names, logos, and any variation thereof, of Clubby or its affiliates or subsidiaries, in connection with any of your business or operations without the prior written approval of Clubby and then only in the manner approved.
You may represent, perform services for, and contract with as many additional clients, persons, or companies as you, in your sole discretion, see fit, provided those services do not pose a conflict of interest with the services performed for Clubby. You acknowledge that this is a non-exclusive engagement, and that Clubby retains the right to appoint additional contractors as Clubby, in its sole and absolute discretion, may from time to time determine to be in the interests of Clubby without liability or obligation to you.

You are free to select the times you wish to access the Service. You are free to accept, reject, or ignore any particular request, assignment, or opportunity made available to you through the Service and you have the sole right to control the manner and means by which you serve as a Clubby Partner through the Service, so long as you obey applicable law and comply with the terms of this Agreement. You are engaging Clubby to provide you access to the Service, which will permit you to serve as a Clubby Partner.

You possess and are solely responsible for all tools, vehicles, and equipment, including mobile telephone, modes of transportation, etc. (collectively “Equipment”) necessary to serve as a Clubby Partner. You are responsible for all costs and expenses that you may incur as a Clubby Partner, including, but not limited to, traffic tickets, tolls, parking fees, inspections, insurance, and any costs related to Equipment. Except as otherwise required by law, you assume all risk of damage or loss to your Equipment. You understand and agree that you are not required at any time to wear or use any clothing or equipment provided by or bearing Clubby’s name or logo; or to purchase, lease, or rent any products, equipment, or services from Clubby.

CLUBBY POLICIES FOR INDEPENDENT CONTRACTORS
You agree to be bound by the terms and conditions of any Independent Contractor Policies of Clubby as may be in effect from time to time, including but not limited to Clubby’s anti-discrimination policy, anti-sexual harassment policy, and background check policy.

Such policies are intended to supplement this Agreement and are subject in all respects to the terms of this Agreement. In the event of any direct conflict between the terms of Clubby’s Independent Contractor Policies and this Agreement, the terms of this Agreement shall control unless specified otherwise herein.

Neither the policies nor any other verbal or written communication is, nor should it be considered to be, an agreement or contract of employment, express or implied, or a promise of treatment in any particular manner in any given situation, nor does it confer any contractual or employment rights whatsoever.
CLUBBY PARTNERS REPRESENTATIONS AND WARRANTIES
You represent and warrant that you are qualified to perform services as a Clubby Partner in connection with the Service and all such services will be performed in a professional, timely, and workmanlike manner without the advice or direction of Clubby. You represent and warrant that you are licensed, bonded, insured, and meet all other legal requirements put forth by all federal, state, county, and local governmental authorities to perform your obligations hereunder and you shall maintain all such qualifications. You represent and warrant that you have the right to enter into this Agreement and there are no agreements or arrangements, whether written or oral, that you would breach upon agreeing to this Agreement or that would impair or prevent you from serving as a Clubby Partner and participating in the Service. You represent and warrant that you hold sufficient liability insurance, workers compensation insurance, and motor vehicle insurance as applicable.

BACKGROUND AND MOTOR VEHICLE RECORD CHECKS
Clubby is committed to ensuring that both the Service and the services provided by you and other Clubby Partners are as safe as possible. In this regard, Clubby has a strict background check policy. Clubby will use all information obtained during background checks solely for evaluating your suitability to serve as a Clubby Partner and provide services to Clubby’s users-customers.
Clubby may conduct background checks on applicants as well as active Clubby Partners concerning your references, motor vehicle records, and your employment, driving, educational, criminal, and credit history, to the extent permitted by federal, state, and local laws. Clubby will conduct a background check when you apply to be a Clubby Partner and may continue conducting such background checks on an annual basis during your time as a Clubby Partner.

Clubby will determine the nature and scope of the background check. The background check will be consistent with the needs of the Clubby Partners position.

You agree that you will complete a consent form authorizing Clubby to conduct a background search. If you refuse to sign the consent form, Clubby may no longer consider you able to serve as a Clubby Partner. You also agree that, at its sole discretion and in accordance with applicable law, Clubby may require you to consent to and pass additional background checks.

If Clubby discovers that you falsified or omitted information on consent forms, you may be denied the opportunity to serve as a Clubby Partner. Any opportunity to serve as a Clubby Partner offered by Clubby may be contingent upon the successful completion of a background check.
The information obtained through background checks is confidential and will be shared only with individuals with an essential business need to know, or where Clubby has a legal obligation to share the information at issue.

ADDITIONAL REQUIREMENTS FOR CLUBBY PARTNER DRIVERS.
If, in connection with the Service and your role as a Clubby Partner, you will be offering driving services to Clubby’s users-customers, then you must adhere to the following additional requirements.

You shall (a) operate your motor vehicle in a safe manner and abide by all federal, state, and local motor vehicle regulations, laws, and ordinances; (b) ensure your vehicle is maintained in a safe driving condition; (c) maintain a valid state driver’s license, and (d) maintain automobile insurance for death, bodily injury, and property damage coverage that meets or exceeds minimum state requirements.

You agree to deliver to Clubby, upon request, up-to-date certificates of insurance as proof of coverage. You agree to make available updated certificates each time you purchase, renew, or alter your insurance coverage. You also agree to give Clubby at least thirty (30) days’ prior written notice before cancellation of any insurance policy required by this Agreement.
Clubby will review your motor vehicle history at least once per year. Your ability to participate in, access, or use the Service and serve as a Clubby Partner is contingent upon your consent to ongoing background and motor vehicle history checks which at minimum will be conducted and reviewed by Clubby on an annual basis.

While driving, use of a cell phone or other device for phone calls or GPS should be limited and at all times must be hands free only and in compliance with applicable state and federal law. Using a cellphone or other device for any other purpose, including texting, email, streaming, or using the Internet, is strictly prohibited.

You shall notify Clubby immediately upon the occurrence of any motor vehicle accidents and as soon as you have knowledge of the suspension, revocation, or expiration of your driver’s license. Failure to do so will result in the automatic termination of your role as a Clubby Partner.
When driving as a Clubby Partner or when a Clubby user-customer is in your motor vehicle, you are prohibited from having family members, friends, or other persons in your vehicle.

CLUBBY PARTNER SERVICES
Clubby may notify you via the Service of opportunities to serve as a Clubby Partner. For each opportunity that you accept, you shall complete the services requested by Clubby’s customers in a satisfactory and professional manner and in compliance with this Agreement and any and all applicable federal, state, and local laws, rules, and regulations.

If you fail to complete any opportunity you have accepted, Clubby reserves the right to recover any costs incurred by Clubby related to your action(s) or omission(s).

COMPENSATION
Clubby will compensate you for your services as a Clubby Partner in connection with the Service at the standard rate and schedule then in effect at the time the services are rendered. Clubby reserves the right to change the rate and schedule of compensation for Clubby Partners at any time and in its sole discretion, and your continued use of the Service shall constitute your consent to any change.

Nothing in this Agreement prevents the parties from negotiating a different rate of pay. You are free to contact Clubby regarding the payment schedule, and are free to accept, reject, or ignore any opportunities as a means to earn different rates of pay.

In the event Clubby fails to remit payment in a timely or accurate manner, you shall have the right to seek proper payment by any legal means contemplated by this Agreement, provided, however, that you first inform Clubby in writing of the failure and provide Clubby a reasonable opportunity to resolve.

SECURITY AND PASSWORDS
Access to the Service is enabled only by usernames and passwords. The security of your Clubby account relies on your protection of your user profile information. You are responsible for maintaining the security of your user profile information, including your password, and for all activities that occur under your account. You shall maintain your username and password in strict confidence. In no event shall you share your username or password with any third party or allow another person to access the Service using your username and password. You shall notify Clubby immediately at privacy@appclubby.com if you have any reason to believe that your username or password has been lost, compromised, or misused in any way. You are fully and solely responsible for any and all use of the Service via your username and password. Clubby reserves the right to revoke or deactivate your username and password at any time.

NON-ACCEPTABLE USE
You shall not access or use the Service in an unlawful way or for an unlawful or illegitimate purpose or in any manner that contravenes this Agreement. You shall not post, use, transmit or store (a) a message or information under a false name; (b) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; or (c) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others. You shall not attempt to disrupt the operation of the Service by any method, including through use of viruses, Trojan horses, worms, time bombs, denial of service attacks, flooding or spamming. You shall not use the Service in any manner that could damage, disable or impair our services or networks. You shall not attempt to gain unauthorized access to any user accounts or computer systems or networks, through hacking, password mining or any other means. You shall not use any robot, scraper or other means to access the Service for any purpose. You shall not circumvent Clubby in any way by serving members outside the Service.

OPERATION AND RECORD RETENTION
Clubby reserves complete and sole discretion with respect to the operation of the Service. Clubby may, among other things withdraw, suspend, or discontinue any functionality, or feature of the Service. Subject to applicable law, Clubby reserves the right to maintain, delete, or destroy all communications and materials posted or uploaded to the Service pursuant to its internal record retention or destruction policies.

NON-DISCLOSURE AND CONFIDENTIALITY
In using the Service, you may gain access to confidential and proprietary information about Clubby and its operations and well as its customers, licensors, and suppliers. Any information furnished by Clubby for your use is the sole property of Clubby, or its customers, licensors, or suppliers. The term “Confidential Information” includes but is not limited to all data, materials and information related to or associated with Clubby’s products, business, services or activities; proprietary computer software or data; marketing plans or techniques; customer lists or information; information relating to finance, accounting, sales, suppliers, procurement, distributors (including sub-distributors), personnel and management; information related to supplier lists, price lists, costs of goods and services and maintenance; protected health information; and trade secrets (“Confidential Information”). The requirement of confidentiality shall not apply to information that is (a) in the public domain through no wrongful act of the receiving party; (b) rightfully received by the receiving party from a third party who is not bound by a restriction of nondisclosure; (c) is required to be disclosed by applicable rules and regulations of government agencies or judicial bodies; (d) was already in properly possession of the receiving party as of the date of the receipt of the information.
You shall indefinitely maintain and vigilantly safeguard the privacy and security of all Confidential Information in the strictest confidence, and shall not disclose it, or allow it to be disclosed, by any means to any person except with Clubby’s written approval, and then only to the extent necessary to participate in, access, or the Service.

You shall safeguard all protected health information (“PHI”) as required by the Health Information Portability and Accountability Act of 1996 (“HIPAA”) and the Health Information Technology for Economic and Clinical Health (“HITECH”) Act.
You shall implement and maintain appropriate administrative, physical, technical, and procedural safeguards to protect the confidentiality of all Confidential Information, to protect against reasonably anticipated threats or hazards, and to prevent use or disclosure of Confidential Information accessed through the Service other than as permitted by this Agreement or required by law. Such safeguards shall comply with all applicable federal, state, and local requirements and with security measures and controls that may be required from time to time by Clubby and its licensors and suppliers.
Without limiting the foregoing, you agree to undertake all necessary measures to ensure the privacy and security of all Confidential Information including without limitation: (i) to use the Service and the Confidential Information only as needed to perform your responsibilities as a Clubby Partner; (ii) not to access, use, or disclose any Confidential Information that you have no prior legitimate authorization to access, use, or disclose; (iii) to restrict physical and system access to the Service or other equipment which contains Confidential Information (such as by diligently locking and monitoring office premises and requiring password verification to gain access to desktop computers); and (iv) implementing all required policies and procedures to ensure compliance with applicable state law.

You shall immediately notify and cooperate fully with Clubby in the event you discover or suspect: (a) any unauthorized use of or access to the Service; (b) any inappropriate use or disclosure of information contained in or obtained through use of the Service; or (c) the recognition or introduction of any virus, worms, trojan horses and other destructive items.

Upon expiration or termination of this Agreement, you will return any Confidential Information in your possession to FSC GROUP LLC dba “Clubby” and delete or destroy any copies you may possess. Improper disclosure of any of Clubby’s Confidential Information is a material breach of this Agreement. The provisions of this section shall survive expiration or termination of this Agreement for any reason.

An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order.

NON-CIRCUMVENTION AND NON-SOLICITATION
Clubby requires this limited non-circumvention and non-solicitation clause to protect against direct use of Clubby’s Confidential Information to circumvent Clubby’s contractual relationships with its users-customers. You agree that to provide this limited protection you shall not use the Confidential Information to (a) directly or indirectly initiate, solicit, negotiate, contract or enter into any business transactions, agreements or undertakings with any such member or third party identified or introduced by Clubby; or (b) seek to by-pass, compete, avoid or circumvent Clubby from any business opportunity that relates to the Services by utilizing the Confidential Information or by otherwise exploiting or deriving any benefit from the Confidential Information.

You shall not, for yourself, or on behalf of any other person, firm, partnership, corporation, or company, (a) call on, solicit, or take away any of Clubby’s users-customers or potential users-customers which you became aware of as a result of performing services under this Agreement, or (b) solicit or hire away any of Clubby’s employees or contractors which you became aware of as a result of performing services under this Agreement, during the Term of this Agreement and for a period of twelve months after termination of the Agreement. The provisions of this section shall survive expiration or termination of this Agreement for any reason.

NOTIFICATION
You shall notify Clubby immediately in the event you are (a) convicted of or plead nolo contendere to any felony, (b) convicted of any misdemeanor involving fraud or moral turpitude.
You shall also notify Clubby immediately if you become aware of any medical incident, error, or adverse event arising out of any conversation, advice, or service rendered by you within the Service which may reasonably be expected to give rise to a claim being made against you or if you have been named in any claim or suit arising out of any conversation, advice or service rendered by you as a Clubby Partner or in connection with the Service.

TERMINATION
Clubby may suspend or terminate your participation in, access to, or use of the Service and your role as a Clubby Partner at any time, for any reason or for no reason at all in our sole discretion. Clubby reserves the right to change, suspend, or discontinue all or part of the Service, temporarily or permanently, without prior notice. Clubby reserves the right to delete or change any username or password at any time, for any reason or for no reason at all.
You acknowledge and agree that all obligations relating to Confidential Information, Non-Circumvention and Non-Solicitation, Intellectual Property, Indemnification, and Arbitration under this Agreement will continue after termination of this Agreement and termination of access rights hereunder.

INTELLECTUAL PROPERTY
The Service and all of its content, including without limitation all copyrights, patents, trademarks, service marks, and trade names, as well as all logos, text, design, graphics, logos, icons, images, audio clips, downloads, interfaces, code and software, as well as the selection and arrangement thereof, and all other intellectual property (collectively referred to as the “Content”), are all proprietary and owned or controlled by FSC GROUP LLC dba “Clubby”, our licensors, and certain other third parties. All right, title, and interest in and to the Content available via the Service is the exclusive property of and owned by Clubby, our licensors or certain other third parties, and is protected by United States and international copyright, trademark, trade dress, patent or other intellectual property and unfair competition rights and laws to the fullest extent possible.
Clubby owns and uses several trademarks on the Service, including but not limited to: CLUBBY, CLUBBY MEMBER, CLUBBY PARTNER, and related logos and designs. All other trademarks, brands, and names are the property of their respective owners.

Nothing contained in the Service should be construed as granting any license or right to use any trademark displayed on this site without the express written permission of Clubby or such third-party that may own the trademark.
Subject to the terms of this Agreement, Clubby hereby grants you a limited, revocable, non-transferable and non-exclusive license to temporarily download and use one copy of the Service for personal, transitory viewing only in order to participate as a Clubby Partner. This is not a transfer of title, right, or interest in the Service or Content. The license does not give you the right to, and you are strictly prohibited from, modifying, or copying the Content, using the Content for any commercial purpose other than serving as a Clubby Partner, publicly displaying the Content, attempting to decompile or reverse engineer the Content, removing any copyright, trademark, or other proprietary notations from the Content, or otherwise infringing upon the intellectual property rights of Clubby. This license shall automatically terminate if you violate any of these restrictions and may be terminated by Clubby at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

Some features of the Service may now or in the future allow you to provide content, such as written comments or reviews, or responses to interactive content, to be published or displayed on public areas of the Service (“User Content”). All content submitted by you to the Service may be retained by us indefinitely, even after you terminate your account. By submitting any User Content, you grant to Clubby a perpetual, worldwide, irrevocable, non-exclusive, royalty-free license to use the User Content in any manner, including to create derivative works, without any compensation or notice to you. Your User Content may be posted and transmitted to others at your own risk. We cannot control the actions of other Users of the Service with whom you may choose to share your User Content.

You acknowledge that all original works of authorship, whether or not registrable under copyright or similar laws, which are created, conceived, developed by or under the direction of Clubby (solely or jointly with others) under this Agreement, or that relate to the present or anticipated business activities or operations of Clubby, or any affiliate of Clubby, including, without limitation, any drafts, customer or distributor lists or information, accounting or financial information, supplier pricing or information, products, packaging, business plans or promotions, marketing plans or promotions, designs, layouts, materials, forms, formulas, components, work product, inventions, developmental or experimental work, protocols, procedures, policies, computer software programs (including, without limitation, images, text, source code, object code, html code and scripts), databases and other original works, and any upgrades, modifications or enhancements to the foregoing and any related patents, patent applications, copyrights, copyright applications (collectively referred to herein as the “Work Product”), are and shall remain the sole and exclusive property of Clubby, and all right, title and interest therein shall vest in Clubby and shall be deemed a “work made for hire,” as that term is defined in the United States Copyright Act. To the extent any of such Work Product may not be considered a “work made for hire,” you hereby irrevocably assign all right, title and interest in such Work Product to Clubby without limitation. Unless otherwise agreed to in writing by Clubby, nothing in this or any other agreement or while dealing between you and Clubby shall be construed to grant you any ownership right, title or interest in or license to any of the Work Product. All Work Product shall belong exclusively to Clubby with Clubby having the right to obtain and to hold in its own name copyright, patent and trademark registrations or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. Any Work Product conceived, developed or designed by you prior to the commencement of the Agreement that is incorporated into Work Product of Clubby or utilized by you in rendering the Work Product to Clubby is hereby licensed to Clubby by you. This license granted to Clubby shall be royalty free, non-exclusive, perpetual in duration, fully assignable and Clubby shall have the right to sub-license its rights under such license on such terms as it shall determine, in its sole and absolute discretion. The provisions of this section shall survive expiration or termination of this Agreement for any reason.

DISCLAIMERS
THE SERVICE AND THE INFORMATION CONTAINED THEREIN IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CLUBBY DISCLAIMS ALL WARRANTIES OF ANY KIND REGARDING THE SERVICE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICE (OR ANY PART THEREOF) WILL BE ACCURATE, COMPLETE, OR ERROR-FREE, NOR THAT ANY PARTICULAR SOFTWARE OR HARDWARE, WILL BE COMPATIBLE WITH THE SITE, AND YOU HEREBY AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO (A) OBTAIN AND PAY FOR ANY SOFTWARE, HARDWARE AND SERVICES (INCLUDING INTERNET CONNECTIVITY) NEEDED TO ACCESS AND USE THE SERVICE AND (B) ENSURE THAT ANY SOFTWARE, HARDWARE, AND SERVICES THAT YOU USE WILL FUNCTION CORRECTLY WITH THE SERVICE. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS
ASSOCIATED WITH, THE USE OF THE SERVICE, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SERVICE.

YOU SHALL BE SOLELY AND FULLY RESPONSIBLE FOR ANY DAMAGE TO THE SERVICE OR ANY COMPUTER SYSTEM, ANY LOSS OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION ON THE SERVICE CAUSED BY YOU OR ANY PERSON USING YOUR USERNAME OR PASSWORD. CLUBBY CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR YOUR MISUSE OF ANY PROTECTED HEALTH INFORMATION, ADVICE, IDEAS, INFORMATION, INSTRUCTIONS OR GUIDELINES ACCESSED THROUGH THE SERVICE.

LIMITATIONS OF LIABILITY
IN THE EVENT OF ANY PROBLEM WITH THE SERVICE OR ANY OF ITS CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING IT. UNDER NO CIRCUMSTANCES SHALL CLUBBY, ANY OF ITS LICENSORS OR SUPPLIERS OR ANY THIRD PARTY WHO PROMOTES THE SERVICE OR PROVIDES YOU WITH A LINK TO THE SERVICE BE LIABLE IN ANY WAY FOR YOUR USE OF SERVICE OR ANY OF ITS CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, ANY INFRINGEMENT BY ANY CONTENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT.

UNDER NO CIRCUMSTANCES SHALL CLUBBY, ITS LICENSORS OR SUPPLIERS OR ANY THIRD PARTY WHO PROMOTES THE SERVICE OR PROVIDES YOU WITH A LINK TO THE SERVICE BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, STATUTORY, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOW DOWN COSTS, INCONVENIENCE, LOSS OF BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE, OR OTHER ECONOMIC LOSS) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SERVICE, WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, MALPRACTICE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
INDEMNIFICATION

Except to the extent prohibited under applicable law, you shall indemnify, defend, and hold harmless Clubby, and its officers, directors, employees, and agents from and against any and all claims, liability, expenses, causes of action, damages, losses, costs, or obligations including reasonable attorneys’ fees arising or allegedly arising in any manner out of or attributable to (i) your failure to comply with any applicable laws and regulations; (ii) your breach of any obligation, representation, or warranty hereunder; (iii) any allegation that the services your provide infringe upon any third-party right of any kind, including without limitation, any intellectual property right; (iv) your acts or omissions in connection with this Agreement, including any services rendered as a Clubby Partner, (v) your use of, or activities in connection with the Service; (vi) any and all tax liabilities and responsibilities for payment of all federal, state, or local taxes that are owed by you with respect to your using the Service to serve as a Clubby Partner; and (vii) all costs associated with your services, including but not limited to the expense and responsibility for any and all applicable insurance, local, state, or federal licenses, permits, taxes, and assessments of any and all regulatory agencies or boards.

You may not settle any potential suit hereunder without Clubby’s prior written approval. If you fail to promptly indemnify and defend a covered claim, Clubby shall have the right to defend itself, and in such case, you shall promptly reimburse Clubby for all of Clubby’s associated costs and expenses. Clubby may offset the amount of any indemnification obligation against compensation due to you.

This indemnification obligation shall survive expiration or termination of this Agreement for any reason.

ARBITRATION OF ALL CLAIMS ON AN INDIVIDUAL BASIS
You and Clubby agree that any and all disputes or claims that have arisen or may arise between you and Clubby that relate in any way to your participation in, use, or access of the Service, including but not limited to services provided as a Clubby Partner, or the actions of Clubby or its agents, shall be resolved through confidential, final and binding arbitration rather than in court, with the exception of any dispute relating to the enforcement or validity of intellectual property rights. The Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this Agreement to arbitrate.

You agree and acknowledge that entering into this arbitration provision does not change your status as an independent contractor in fact and in law. You further agree that when performing services pursuant to the terms of this Agreement, you are not doing so as an employee of Clubby. You further agree that any disputes in this regard, including specifically any disputes regarding your classification as an independent contractor and your provision of services under this Agreement, shall be determined exclusively by an arbitrator.

If a dispute arises between you and Clubby, we want to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. Please contact us regarding disputes between you and Clubby related to the Service and your experiences as a Clubby Partner.

UNLESS YOU AND CLUBBY AGREE OTHERWISE, 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, REPRESENTATIVE ACTION OR PRIVATE ATTORNEY GENERAL PROCEEDING. ALSO, TO THE EXTENT AVAILABLE BY LAW, AND SUBJECT TO THE DAMAGE LIMITATIONS DISCUSSED HEREIN, THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR, AND FOR THE BENEFIT OF, THE INDIVIDUAL PARTY SEEKING RELIEF. If a court decides that any part of this agreement to arbitrate is invalid or unenforceable, the other parts of this Section shall still apply. Specifically, if a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim or a particular request for a remedy (such as a request for public injunctive relief), then that claim or that remedy request (and only that claim or that remedy request) may be severed from the arbitration and may be brought in court, subject to your and Clubby’s right to appeal the court’s decision. All other claims shall be arbitrated.

The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and held in Broward County, Florida or ay another mutually agreed location.

The arbitrator’s award shall be confidential, final, and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Payment of all filing, administration, and arbitrator fees will be governed by the JAMS’s rules.

ELECTRONIC CONTRACTING AND COMMUNICATION
You agree that we may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Service (collectively, “Notices”). We can send you electronic Notices (1) to the email address that you provided to us during registration, or (2) by posting the Notice on the Service or otherwise through the site. The delivery of any Notice from us is effective when sent by us, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by canceling or discontinuing your use of the Service.

You expressly consent to be contacted by, and to receive and accept communications from Clubby and authorized partners, representatives, or affiliates (which may include merchants or customers) via different communication methods, including but not limited to email(s), SMS/text message(s), push notification(s), or call(s) to contacts, including telephone number(s), you provide to Clubby. By consenting to being contacted, you understand and agree that you may receive communications–including artificial or pre-recorded messages or automated systems, such as automatic telephone dialing systems–sent by or on behalf of Clubby on various subjects, including but not limited to: (1) operational or transactional communications, such as those concerning your user account, sign up progress to become a Clubby Partner, use of the Service, or features available on the Service; (2) communications relating to service opportunities; (3) news concerning Clubby and industry developments that affect your relationship with us; and (4) account verification communications. Message and data rates may apply. By consenting to be contacted, you represent that the telephone number(s) that you have provided to us are your contact numbers, that you are permitted to receive calls at such telephone number(s), and that you will promptly alert us whenever you stop using a particular telephone number.

IF YOU WISH TO OPT OUT OF TEXT OR SMS MESSAGES, IN RESPONSE TO SUCH A MESSAGE YOU MAY REPLY “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGE.

MEDIA CONSENT AND RELEASE
By signing this Agreement, you grant Clubby and its respective licensees, advertising agencies, promotion agencies, and fulfillment agencies, and the employees, shareholders, officers, directors, managers, members, representatives, photographers, and agents of each and all of them (collectively “Authorized Persons”) the absolute right and unrestricted permission to photograph, record, reproduce, transmit, telecast, create, publish, and otherwise use in any manner your likeness, legal name or fictitious name, quoted remarks, testimonials, interviews, audio recordings, photographs, and video recordings, in which you may be included in whole or part, and as well as any copies, reproductions, and any other material based upon or derived therefrom (collectively, the “Materials”) in any manner, in any and all media now or hereafter devised, including without limitation, printed materials, television or online broadcasts, and social media posts, for purposes of advertising, trade, display, exhibition, editorial use, illustration, promotion, art, or any other lawful purpose whatsoever without any payment, monetary compensation, or any other consideration.

You consent to participate in the recording or creation of such Materials and waive any right that you may have to inspect or approve the Materials or the manner in which they are used. You also waive any rights in and to the Materials and acknowledge that the Materials are the sole and exclusive property of the Authorized Persons and all right, title, and interest therein shall vest in the Authorized Persons.

You hereby release, discharge, and agree to indemnify and hold harmless the Authorized Persons from (i) any and all claims, demands, liabilities, actions, suits, losses, damages, and costs and expenses (including attorneys’ fees) of any kind whatsoever, that you have or may have arising out of or in connection with the recording, creation, and use of the Materials, and you name in connection with same, and the exercise of any of the rights granted to the Authorized Persons above, including, without limitation, any and all claims for defamation, distortion, alteration, or violation of any privacy, publicity, intellectual property, or any other personal or property rights, and (ii) any and all claims to receive compensation or royalties for or relating to the Materials or use of your name or likeness.

You may opt out of this Media Consent and Release at any time by emailing Clubby at privacy@appclubby.com.

MISCELLANEOUS
This Agreement has been and shall for all purposes be deemed to have been, negotiated, executed, and delivered within the state of Florida, and the rights and obligations of the parties shall be construed and enforced in accordance with, and governed by the laws of the Florida without regard to its rules on conflicts or choice of law. The exclusive venue for any dispute arising out of or regarding this Agreement shall be the courts of Broward County, Florida, and each of the parties consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue or inconvenient forum laid therein.

This Agreement constitutes the complete and entire Agreement between you and Clubby relating to your use and our provision of the Service and the subject matter hereof, and no representations, statements or inducements, oral or written, not contained in this Agreement shall bind either you or Clubby. It supersedes all prior and contemporaneous oral and written agreements and discussions. Any of the terms of this Agreement which are determined to be invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable any of the remaining terms of this Agreement or affecting the validity or enforceability of the Agreement as a whole. Failure to insist on performance of any of the terms of the Agreement will not operate as a waiver of any subsequent default. No waiver by Clubby of any right under this Agreement will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. You may not assign, transfer or delegate your rights or obligations hereunder, in whole or in part. This Agreement shall be binding upon and inure to the benefit of each of the parties and the parties’ respective successors and permitted assigns. Except as otherwise specifically provided herein, this Agreement may not be modified, supplemented, qualified, or interpreted except in writing signed by the parties.