Terms & Conditions

This Terms of Service Agreement (the “Terms of Service” or “Agreement”), together with our Privacy Policy, and any other legal notices or conditions or guidelines posted on the Funk Club website (including https://funkclubapp.com and any of its subdomains) (collectively the “Website”), the mobile application titled Funk Club (the “App”), and the services available on the Website and App (the “Service(s)”) set forth the entire terms and conditions between each visitor or user (each, a “Visitor” or “User” (respectively), or “you”) and Funk Club, LLC (“Funk Club”, “We”, “Our”, “Us”) and applies to the use of the Website or any other services, applications and features offered by Us with respect thereto, except where We explicitly state otherwise.

The Terms of Service is a binding and enforceable legal contract between Funk Club and you, so please read it carefully.

We provide Users with access to certain Licensed Content (as defined below) to help our customers create and manage calendars related to scheduling group activities, performances and events (“User Calendar(s)”) by providing general and personalized content, calendar communication and aggregation services, communication tools and forums, a mobile application, and other organizational services (collectively, the “Services”) directly and through the App. This Agreement explains Our obligations to you, and your obligations to Us. This Agreement is the entire Agreement between you and Us.

By using the Website, App, or Services in any way you signify and affirm your informed consent to comply with these Terms of Service, our Privacy Policy and any other legal notices or conditions or guidelines posted on the Website. If you do not read, fully understand and agree to the Terms of Service, you must immediately leave the Website and avoid or discontinue all use of the Services.

Plain language summaries, if any, are provided only for your convenience and are not legally binding. Please read this Terms of Service for a complete explanation of your rights and obligations in using our Services. By using Funk Club, you are agreeing to these terms.

1. USER ACCOUNT

In order to access and use certain sections and features of the Services, you must first register and create an account with Funk Club (“User Account”).

You agree to fully and accurately provide complete information requested by us when setting up your User Account and using the Services, and to regularly update such information. Your failure to do so may result in the cancellation of your account and loss of Services.

You agree to provide your own (or your company’s) contact details, including your valid email address, as we may use it to identify and determine the actual and true owner of the User Account, User Calendar(s) and User Content (as defined below) submitted to Us. You agree to not provide access to your User Account to anyone who is not your employee and to ensure all individuals permitted to use the Services via your User Account are aware of and have agreed in writing to comply with these Terms of Service.

If anyone other than you accesses your User Account or any of your User Calendars’ settings, they may perform any actions available to you, make changes to your User Calendar(s) and User Account, and accept any legal terms available therein, make various representations and warranties and more – and all such activities will be deemed to have occurred on your behalf and in your name. You will be solely and fully responsible for all activities that occur under your User Account or User Calendars (including for any representations, warranties and undertakings made therein), whether or not specifically authorized by you, and for any damages, expenses or losses that may result from such activities. Funk Club may access your User Account at anytime to provide support or content updates.

Notwithstanding the foregoing, we reserve the right to determine and grant ownership to a User Account, in our sole discretion, based on our reasonable judgment, whether or not an independent investigation has been conducted by us. However, if we cannot make such determination (as we may deem in our sole discretion), we reserve the right to avoid doing so, without liability to you or to any other party.

2. YOUR OBLIGATIONS

You acknowledge and agree that your failure to abide by any of the obligations contained in this section or any misrepresentation made by you herein may result in the immediate termination of your User Account and any Services provided to you, with or without further notice to you, and without any refund of amounts paid on account of any such Services.

2.1 Representations and Warranties

You represent, warrant and agree as follows:

1. you are at least eighteen (18) years of age, or of the legal age of majority in your jurisdiction, and possess the legal authority, right and freedom to enter into these Terms of Service and to form a binding agreement, for yourself or on behalf of the person or entity committed by you to these Terms of Service;
2. your country of residence and/or your company’s country of incorporation is the same as the country specified in the contact address you provide us;
3. you understand that Funk Club does not provide any legal advice or any recommendation with respect to any laws or requirements applicable to your use or any of your End Users, or your compliance therewith;
4. you will ensure the email address provided in your account registration is valid at all times and will keep your contact information accurate and up-to-date;

2.2 User Content

You are legally responsible for all information, data, text, images, fonts, logos, designs, animations, software, compositions, artworks, interfaces, text, literary works, sound, photographs, graphics, video, messages or other materials (“Content”) uploaded, posted or stored in connection with your use of the Services (“User Content”). Funk Club is not responsible for your User Content. You hereby grant Funk Club, and its partners, subsidiaries and third-party service providers, a worldwide, royalty-free, non-exclusive license to host and use the User Content in order to provide you with the Services and hereby represent and warrant that you have all the rights necessary to grant us such license. You are responsible for any User Content or Content that may be lost or unrecoverable through your use of the Services.

You represent, warrant and agree as follows:

1. you own all rights in and to any User Content, or otherwise have (and will continue to have) the full power, title, licenses, consents and authority, in and to the User Content, as necessary to legally use, publish, transfer or license any and all rights and interests in and to such User Content;
2. the User Content is (and will continue to be) true, current, accurate, non-infringing upon any third party rights, and in no way unlawful for you to possess, post, transmit or display in the United States or any country in which you or your User Calendar’s visitors and users (“End Users”) reside, or for Funk Club or your End Users to use or possess in connection with the Services;
3. you have obtained all consents and permissions required under all applicable laws, regarding the posting, transmission and publication of any personal information and image or likeness of any person, entity or property which is part of the User Content, and you will adhere to all laws applicable thereto;

2.3 User Responsibilities

You further agree:

1. to fully comply with all applicable laws and any other contractual terms which govern your use of the Services (and any related interaction or transaction), including those specific laws applicable to you or your End Users;
2. to be solely responsible and liable with respect to any of the uses of the Services which occur under your User Account and User Calendar(s), and for any of your User Content (including for any consequences of using or publishing such User Content on or with respect to the Services);
3. to regularly and independently save and backup any of your User Content and the information that is being processed by you regarding your User Calendar, including with respect to End Users, and any applications or Third Party Services used by you;
4. to receive from time to time promotional messages and materials from Funk Club or its partners, by mail, email or any other contact form you may provide us with (including your phone number for calls or text messages);
5. that the means, manner, and method for performing the Services, including those regarding the hosting, transmission, publication or display of any User Calendars or Content (including the inclusion and presentation of any advertisements or other commercial content with respect thereto) shall be determined at Funk Club’s sole discretion.

2.4 User Restrictions

You agree not to:

1. copy, modify, create derivative works of, download, adapt, reverse engineer, emulate, migrate to another service, translate, compile, decompile or disassemble the Website, the App, or the Services (or any part thereof), any Content or software offered by Funk Club or Third Party Services for use by the User (“Licensed Content”) or any part thereof in any way, or publicly display, perform, transmit or distribute any of the foregoing without Funk Club’s prior written and specific consent or as expressly permitted under these Terms of Service;
2. submit, transmit, provide links to or display any Content,, User Content, or Licensed Content in a way, which may be deemed as pornographic, sexually explicit, defamatory, slanderous, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of Funk Club or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), or otherwise shows any person, entity or brand in a bad or disparaging light, without their prior explicit approval;
3. use the Services for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or insider trading;
4. publish or make any use of the Services or Licensed Content on any website, media, network or system other than those provided by Funk Club, or frame, “deep link”, “page scrape”, mirror or create a browser or border environment around any of the Services, Licensed Content or User Calendar (or any parts thereof), except as expressly permitted by Funk Club, in advance and in writing;
5. attempt to or actually access the Services by any means other than through the interfaces provided by Funk Club;
6. use any “robot”, “spider” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Services (or its data), or in any way reproduce or circumvent the navigational structure or presentation of any of the Services to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the Services;
7. act in a manner which might be perceived as damaging to Funk Club’s reputation and goodwill or which may bring Funk Club into disrepute or harm;
8. purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Funk Club or Funk Club’s Intellectual Property or any variations and misspellings thereof;
9. impersonate any person or entity or provide false information on the Services or User Calendar (directly or indirectly), or otherwise perform any manipulation in order to disguise your identity or the origin of any message or transmittal you send to Funk Club or any End Users;
10. falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that Funk Club or any third party endorses you, your User Calendar, your business, or any statement you make;
11. reverse look-up, trace, or seek to trace another User of Services, or otherwise interfere with or violate any other User’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Services, Website or App without their express and informed consent;
12. disable, circumvent, bypass or otherwise avoid any measures used to prevent or restrict access to the Services, Website, App, the account of another User(s), or any other systems or networks connected to the Services, by hacking, password mining, or other illegitimate or prohibited means;
13. attempt to or actually override any security component included in or underlying the Services;
14. probe, scan, or test the vulnerability of the Services or any network connected to the Services;
15. upload to the Services, Website, or App, or otherwise use them to design, develop, distribute or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
16. take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or Funk Club’s systems or networks connected to the Services, or otherwise interfere with or disrupt the operation of any of the Services, the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
17. use any of the Services in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters”, “pyramid schemes” or similar conduct, or otherwise engage in unethical marketing or advertising;
18. sell, license, or exploit for any commercial purposes any use of or access to the Services, except as expressly permitted by the Terms of Service;
19. remove or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights of any of our licensors, including copyright mark [©], Creative Commons [(cc)] indicators, or trademarks [® or ™] contained in or accompanying the Services or Third Party Services; or
20. violate, attempt to violate, or otherwise fail to comply with any of the Terms of Service or any laws or requirements applicable to your use of the Services.

3. YOUR CONTENT AND INTELLECTUAL PROPERTY

You shall own all intellectual property rights in your User Content. You hereby grant Funk Club a royalty-free, perpetual, irrevocable, non-exclusive, transferable and sublicensable right and license to use your User Content (in whole or in part) worldwide in order to provide you with the Funk Club Services.

4. OUR CONTENT AND INTELLECTUAL PROPERTY

4.1 What We Own

All rights, title and interest in and to the Services, Content, Licensed Content or material available on the Website or App and all material and Services provided by or through Funk Club, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners, including any and all materials or any other content thereof which is or may be subject to any intellectual property rights under any applicable law including, but not limited to, any artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, the “look and feel” of the Services, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers as well as all derivative works thereof, whether or not registered or capable of being registered (collectively, “Intellectual Property”), and any derivations thereof, are owned by or licensed to Funk Club. All Funk Club trademarks and service marks, logos, slogans and taglines are the property of Funk Club. All other trademarks, service marks, logos, slogans and taglines are the property of their respective owners.

4.2 Your Right to Use Our Intellectual Property

Subject to these Terms of Service, Funk Club hereby grants you, a limited, non-exclusive, non-transferable, non-sublicensable, fully revocable, license to use the Website, App, Services, Intellectual Property and Licensed Content, via your User Account for the purpose of generating and displaying your User Calendar to End Users only as expressly permitted under these Terms of Service.

The Terms of Service do not convey any right or interest in or to Funk Club’s Intellectual Property (or any part thereof), except only for the limited license expressly granted herein. Nothing in these Terms of Service constitutes an assignment or waiver of Funk Club’s Intellectual Property rights under any law. Except as provided herein, nothing should be construed as granting any license or right to use any Intellectual Property displayed on the Website or App without Our express written permission, or the express written permission of such third-party that may own the Intellectual Property.

You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Intellectual Property, create derivative works based on or in any manner commercially exploit the Intellectual Property, in whole or in part, other than as expressly permitted in this Agreement. Any use of the Intellectual Property for any purpose other than as specifically permitted herein or without Our prior consent or the prior written consent of Our licensors, as applicable, is expressly prohibited. We reserve all rights not expressly granted in these Terms of Service.

4.3 Comments and Feedback

Any questions, comments, suggestions, ideas, feedback, or other information provided by you to Us (“Comments”) are not confidential and you hereby grant Us a worldwide, perpetual, irrevocable, royalty-free license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Comments as We deem appropriate, for any and all commercial and non-commercial purposes, in Our sole discretion. By providing such Comments to Us, you (1) represent and warrant that such Comments are accurate, complete, and do not infringe on any third party rights; (2) irrevocably assign to Funk Club any right, title and interest you may have in such Comments, (3) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Comments.

5. PRIVACY

Certain parts of the Services (including certain Third Party Services available therein, as further explained in Section7 below) require or involve the submission, collection and/or use of certain personally identifying or identifiable information. In particular and as a part of accessing or using the Services, Funk Club and such Third Party Services may collect, access and use certain data pertaining to Users and End Users, including the activities or navigation undertaken by Users and End Users through the Services and/or User Calendars. You acknowledge and agree that your submission of such information is voluntary on your part. Further, you acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion Disclosures of user information to third parties are further addressed in the Privacy Policy. We encourage you to read our Privacy Policy and each such Third Party Services’ relevant policies on a regular basis, for a description of such data collection and use practices.

the Fees applicable to the Services purchased (and charged-back) by you.

We reserve our right to dispute any Chargeback received, including by providing the relevant credit card company or financial institution with any information and documentation proving that the User responsible for such Chargeback did in fact authorize the transaction and make use of the services rendered thereafter.

6. TERMINATION

6.1 Termination by Us

The Services may be terminated by Us, without cause, at any time. We may terminate Services at any time, without penalty and without notice, if you fail to comply with any of the terms of this Terms of Service or the intellectual property protections provided for herein.

6.2 Termination by You

You may request to terminate the Services at any time, without cause, by providing email notice of such cancellation to [insert email address]. We will use best efforts to terminate your User Account within fifteen (15) business days after receiving such request.

6.3 Loss of Data and Content.

If your User Account or the Services are canceled, suspended or terminated (whether at your request or at Funk Club’s discretion), it may cause or result in the loss of certain content, features, or capacity of your User Account or User Calendar, including, but not limited to, User Content, End User data or other data retained therein (“Content Loss”). You are solely responsible for saving a backup of your User Account, User Content, and End User data. Funk Club shall not be liable in any way for any such Content Loss.

7. THIRD-PARTY SERVICES

The Website or App may contain links to other websites or applications owned by third parties (“Third Party Sites“). Please note that when you click on any of these links, you are entering another website for which we have no responsibility or control. You may also have the ability through the Website or App to login to accounts that you have for services provided by third parties (“Third Party Services”) or to link accounts for Third Party Services to your User Account or User Calendar. Funk Club is not responsible for any activity occurring within Third Party Services, even if logged in through or linked to a User Account.

You agree that We shall not be responsible for any loss or damage of any sort incurred as a result of your use of any Third Party Sites and/or Third Party Services, whether or not you were linked to or directed to a Third Party Site or Third Party Services through the Website or App. You acknowledge that Third Party Sites and Third Party Services may be subject to the applicable third party provider’s terms of service, and you are solely responsible for reviewing and complying with any such terms of service. Any and all use of Third Party Services or Third Party Sites shall be done solely at your own risk and responsibility, and may be subject to such legal terms which govern such Third Party Services or Third Party Sites, which you are encouraged to review before engaging with them. In no event shall any reference on the Website or App to any third party, third party website or third party product or service be construed as an approval or endorsement by us of that third party, third party website or of any product or service provided by a third party. Funk Club will not be a party to, or in any way be responsible for monitoring, any interaction or transaction between you and any Third party Services or Third Party Websites.

Funk Club may, at any time and at its sole discretion, suspend, disable access to or remove from your User Account, User Calendar(s) and/or the Funk Club Services, any Third Party Services without any liability to you or to any End Users.

8. COPYRIGHT COMPLAINT POLICY

If you believe any Content infringes upon your copyrighted works, you may provide a notification of claimed copyright infringement to our designated Copyright Agent for copyright complaints. Please see our Copyright Complaint Policy for further information.

9. DISCLAIMER OF WARRANTY

The Website, App, Services and Content are provided “as is,” “as available,” “with all faults” and without any warranty of any kind, express or implied. To the fullest extent permissible under applicable law, Funk Club and its licensors disclaim all warranties of any kind, either express or implied, including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Neither Funk Club nor its licensors warrant that access to the website, the content or the services available on or through the website will be uninterrupted or error-free, or that defects, if any, will be corrected; nor does Funk Club or its licensors make any representations about the accuracy, reliability, currency, quality, completeness, compatibility, usefulness, performance, security, legality or suitability of the services, the content or the website. In addition, neither Funk Club nor its licensors warrant nor represent that the Services, Website, App or Content are suitable for or compatible with any of your (or your End Users’) contemplated activities, devices, operating systems, browsers, software or tools, or that they will remain as such at any time, or that their operation will be free of any viruses, bugs or other harmful components or program limitations. You expressly agree that your use of the Services, Website or App and your reliance upon the Services or the Content is at your sole risk. In addition, Funk Club is not responsible, and makes no representations or warranties for the delivery of any messages (such as emails, posting of answers or transmission of any other user generated content) sent through the Services, Website or Appto anyone.

In addition, you acknowledge and agree that any data, information, content or content contained in or made available in connection with the Services is not intended as a substitute for, the knowledge, expertise, skill and judgment tax, legal or other professionals. The Services do not provide tax or legal advice. You are responsible for obtaining such advice.

Further, Funk Club and its licensors make no representation or warranties that the Services, Website, App or Content are appropriate or available for use in all geographic locations. If you use the Services, Website, App or Content outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Neither Funk Club nor any third party providers, partners or affiliates warrant that the Website, App, its servers, the Content or the Services or any e-mail sent from the Website, App or any third party providers, partners or affiliates are free of viruses or other harmful components.

Notwithstanding anything to the contrary in the foregoing, in no circumstances may Funk Club be considered a “publisher” of any User Content or User Calendar. Funk Club does not in any way endorse any User Content or User Calendar, and assumes no liability for any User Content uploaded, posted, published and/or made available by any User or any other party on or through the Funk Club services, for any use by any party, or for any loss, deletion or damage thereto or thereof or any loss, damage, cost or expense that you or others may suffer or incur as a result of or in connection with publishing, accessing or relying on any User Content. Furthermore, Funk Club shall not be liable for any mistakes, defamation, libel, falsehoods, obscenity, pornography, incitement or any other unlawful or infringing User Content or User Calendar you or any other party may encounter.

Funk Club may, at its sole discretion, without any obligation to do so, screen, monitor or edit any User Calendar or User Content, at any time and for any reason, with or without notice.

10. Limitation Of Liability

We are not liable to you or any other person for damages of any kind, including without limitation any punitive, exemplary, consequential, incidental, indirect or special damages (including, without limitation, any personal injury, lost profits, business interruption, loss of programs or other data on your computer or otherwise) arising from or in connection with use of the website, the services, the content, your content, the user products or any third party user generated content available on or through the Website or App, whether under a theory of breach of contract, negligence, strict liability, malpractice or otherwise, even if Funk Club has been advised of the possibility of such damages. You hereby release Funk Club and hold Funk Club and its parents, subsidiaries, affiliates, licensors, and their officers, directors, trustees, affiliates, subcontractors, agents and employees, harmless from any and all claims, demands, and damages of every kind and nature (including, without limitation, actual, special, incidental and consequential), known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the use of the Services, Website, App, Content, User Content, commercial products or any third party user generated content available on or through the Website or App. You hereby waive the provisions of any state or local law limiting or prohibiting a general release. You acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for Funk Club’s services to you, and such limitations will apply even if Funk Club has been advised of the possibility of such liabilities.

11. Exclusive Remedy

In the event of any problem with the Services, Website, App or Content, you agree that your sole and exclusive remedy is to cease using the Services, Website, App or Content. Under no circumstances shall Funk Club, its affiliates, or licensors be liable in any way for your use of the Services, Website, App, Content, User Content, commercial products or any third party user generated content available on or through the Website or App, including, but not limited to, any errors or omissions, any infringement 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, or related to, the use of the Services, Website, App, Content, User Content, commercial products or any third party user generated content available on or through the Website or App.

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.

12. INDEMNIFICATION

You agree to indemnify, hold harmless, and defend Funk Club and its licensors, suppliers, officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns (collectively “Indemnified Parties“) from and against any and all liability, loss, claim, damages, expense, or costs (including but not limited to attorneys’ fees), incurred by or made against the Indemnified Parties in connection with any claim arising from or related to (i) your use (or anyone using your account’s) use of the Services, the Website, App, or the Content, or (ii) your User Content you offer or provide on or through the Website, App, your User Calendar, or using our Services. This includes, but is not limited to, any breach or violation of this Terms of Service Agreement by you or anyone utilizing your account. You agree to fully cooperate at your expense as reasonably required by an Indemnified Party. Each Indemnified Party may, at its election, assume the defense and control of any matter for which it is indemnified hereunder. You shall not settle any matter involving an Indemnified Party without the consent of the applicable Indemnified Party.

13. ADDITIONAL REMEDIES

You acknowledge that a violation or attempted violation of any of this Agreement will cause irreparable damage to Funk Club, the exact amount of which would be impossible to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that Funk Club shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of these Terms of Service by you, or your affiliates, partners, or agents, as well as to recover from you any and all costs and expenses sustained or incurred by Funk Club in obtaining such an injunction, including, without limitation, reasonable attorney’s fees. You agree that no bond or other security shall be required in connection with such injunction.

In no event shall you be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of Funk Club, the exploitation of any advertising or other materials issued in connection therewith, or the exploitation of the Website, App, or any content used or displayed through the Website or App.

14. AMENDMENTS, CHANGES AND UPDATES

We reserve the right, in our sole discretion, to modify or replace any part of this Agreement at any time, effective upon the date of the change. In the event of any such change, we will post a notice on the Website or App that we have changed this Agreement. If you have a Funk Club account, we may, but are not required to, provide you with notice via the email address that we have on file for you that we have changed this Agreement.

Funk Club may change, suspend or terminate any of the Services, or any features thereof, or prices applicable thereto, at any time and in any manner. Such changes may become effective upon notice to you, via the email address that we have on file for you, and in any event, not in a retroactive manner, except as required otherwise by law. If any such changes involve the payment of additional Fees, we will provide you with a notice, via the email address that we have on file for you, of such Fees prior to enabling such specific changes. If you fail or refuse to pay such Fees, we may, at our sole discretion, cancel your User Account , continue to support your then-current Services without enabling such changes, or provide you with alternative Services.

You and Funk Club both understand that sometimes there are issues with email communication. We are not responsible if any email notice gets caught by your SPAM filter and you do not see it, if you have given us the wrong email address (or failed to update your address) or if there are other communications issues that prevent email from reaching you. Therefore, we encourage you to frequently visit this page periodically to monitor any changes. Your continued use of or access to the Services following the posting of any changes to this Agreement constitutes acceptance of those changes.

We may also, in the future, offer new services and/or features through the Website or App (including the release of new tools and resources). For the avoidance of doubt, such new features or services shall be subject to the terms and conditions of this Agreement.

15. GOVERNING LAW AND JURISDICTION

The formation, interpretation and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of the state of Wisconsin without regard to its rules on conflicts or choice of law and, to the extent applicable, the laws of the United States of America. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the state and federal courts located in Milwaukee, Wisconsin, and you hereby submit to the personal jurisdiction of such courts and irrevocably waive any objection with respect to the same, including any objection based on forum non conveniens. You hereby waive any right to a jury trial in any proceeding arising out of or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

16. NOTICES

We may provide you with notices by email, sent to the email address you provided us. Funk Club’s notice to you will be deemed received and effective within twelve (12) hours after it was sent, unless otherwise indicated in the notice.

17. RELATIONSHIP OF PARTIES

This Agreement, and your use of the Services, does not create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between Funk Club and you.

18. ASSIGNMENT

Funk Club may freely assign its rights or interests hereunder, delegate the performance of its duties hereunder, or transfer ownership rights and title in the Services and Licensed Content to a third party without your consent or prior notice to you. You may not assign or transfer any of your rights, interests, duties or obligations hereunder without the prior written consent of Funk Club. Any attempted or actual assignment thereof without Funk Club’s prior explicit and written consent will be null and void. In any event, an assignment or transfer pursuant to this Section 18 shall not in itself grant either Funk Club or you the right to cancel any Services then in effect.

19. SEVERABILITY

If any provision of this Agreement is held invalid, prohibited, or unenforceable for any reason, this Agreement shall be ineffective only to the extent of such invalidity, prohibition, or unenforceability, and the remaining provisions shall continue to be given full force and effect.

20. WAIVER

Funk Club’s failure to insist upon strict enforcement of any provision(s) of this Agreement, or to exercise any power, right or option conferred herein, in any one or more instances, shall not considered a waiver.

21. ENTIRE AGREEMENT

These Terms of Service, together with the Privacy Policy and any other legal or fee notices provided to you by Funk Club, constitute the entire agreement between you and Funk Club with respect to the subject matter hereof, and supersedes all prior or existing agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between Funk Club and you, including those made by or between any of our respective representatives, with respect to any of the Funk Club Services. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure or duty of disclosure of Funk Club in entering into any of the Terms of Service.

22. USE IN LEGAL PROCEEDINGS

A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

23. HEADINGS, CAPTIONS AND EXPLANATIONS

All headings, captions or section titles contained herein are provided only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provisions of this Agreement and do not legally bind you or Us in any way.

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