Terms of Use | Premo Club

Introduction

Welcome and thank you for visiting our Premo Club website (“Website”), and accessing our Premo Club platform (“Platform”) which is designed to connect wineries, hotels, restaurants, and other similar event providers as determined by us (“Partners”) with our members (“Members”).

Access and use of our Website and the Platform (the “Services”) is governed by and subject to these terms and conditions (“Terms”), the Privacy Policy and Acceptable Use Policy (together, the “Terms of Use”).

Our “Privacy Policy” describes the ways that your User Content is collected, processed, shared, stored, and protected on the Services.

Our “Acceptable Use Policy” describes your prohibited behaviors and practices when accessing and using our Services.

These Terms constitute a binding legal agreement by and between Premo Network, LLC (“Company”, “we”, “us”, “our”) and you, an individual (“User”, “you,” “your”) (Company and User are referred to as a “Party”, and collectively Company and User as the “Parties”).

Defined terms are as specified throughout these Terms and are identified in quotes. The singular meaning of a defined term will have the same meaning as the plural meaning and vice versa. When section is used, it is referring to a section of this Terms.

**** The provisions of these Terms which are surrounded by asterisks are to let you know that these terms are important. ****

By accessing and using the Services, you agree to be bound by the Terms of Use.

**** If you do not wish to be bound by the Terms of Use, please do not use the Services. ****

The Terms of Use do not apply to any third party content, websites, services, or applications that you may access through the Services. Please see section 10 (Third Party Content and Third Party Services) for further details.

In order to attend one of our events, you will need to agree to additional terms, as provided by us.

The Services will be provided solely from within the continental United States, and on computing and storage devices residing within the United States.

**** The Terms of Use require that any disputes between you and us will be resolved by binding, individual arbitration, and that you waive your right to a trial by jury or class action lawsuit. Please see section 20 (Class Action Waiver) and section 21 (Dispute Resolution) for further details. ****

Any information, materials, graphics, links, images, photos, pictures, information or data, in whatever arrangement or form, that we make available to you through our Services is referred to as “Content”.

Any information, texts, photos, pictures, materials, video, links, images, and/or Data, and which may include your name, username, password, in any form or arrangement which you may upload, post, store, or otherwise provide to the Services and/or your Account, is collectively referred to as “User Content”, and is governed by the terms under section 5 (Rights You Grant Us) and section 9 (User Content and Other Users Content).

Through your use of our Services, you give us, including, but not limited to, our third party providers, the right to receive, collect, use, host, and store, the following information pertaining to you: (a) personal data (as an example: name, geo-location, contact information, login and payment information) (“Personal Data”) and (b) location, log-file, analytics data, and other information volunteered by you or collected automatically through your use of our Services and/or your Account (“Analytical Data”) (collectively Personal Data and Analytical Data, the “Data”).

Any information, texts, photos, pictures, materials, video, links, images, and/or data, in any form or arrangement, which are posted, upload, stored on, and/or otherwise provided to the Platform by other users of the Platform (“Other Users”), is collectively referred to as “Other Users Content”, and is governed under the terms of section 9 (User Content and Other Users Content).

Terms of Use of the Services

Eligibility

You are only eligible to access and use our Services:

if you reside in the United States, and
if you are at least 21 years of age.

By accessing and using the Services, you also agree that:

you have the right, authority, and capacity to agree to and abide by the Terms of Use; and
you will comply with the Terms of Use and all applicable federal, state, local, state, and international laws, rules and regulations associated with the Terms of Use.

**** If you don’t agree to the above eligibility requirements, then don’t use our Services. ****

If it comes to our attention that you are violating our eligibility requirements (as set forth above), we will take appropriate measures to enforce our requirements, including, but not limited to, terminating your access and use of our Platform and your Account.

Your Account And Your Obligations

In order to access and use the Platform, you must create an account (“Account”) and provide certain information about yourself as prompted by the account registration form which includes providing a unique sign-in name (“Username”) and password (“Password”).

It is your responsibility to keep your Username and Password secure. You are solely responsible for maintaining the confidentiality of your Account information, including your Username and Password. Further, you are responsible for all activity occurring on your Account.

Do not allow anyone else to use your Account. Do not register for more than one Account, register an Account on behalf of someone else, or transfer your Account to another person or entity.

You will need to provide accurate and current registration information, including but not limited to, personal information about yourself. We will collect, use, store, process, and share your registration information as specified in our Privacy Policy.

By creating an Account, you acknowledge and agree that: (a) all required registration information you submit is truthful, accurate, current, and complete; and (b) you will maintain the accuracy, truthfulness, and completeness of such information. You agree to promptly notify us by email, at the email address specified in section 26 (Contact Us), of any unauthorized use, suspected unauthorized use of your Account, any other breach of security, or if we need to deactivate your Username or Password. You may terminate your Account with us at any time, for any reason, by following the instructions on the Platform.

We may suspend or terminate your Account with us at any time, for any reason, as specified in section 16 (Term and Termination; and Suspension).

**** To the maximum extent allowed by applicable laws, we are not and will not be responsible for any loss or activity that results from the unauthorized use of the Platform and/or your Account. ****

Rights We Grant You

We grant you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable right to access and use our Services (the “Your Right to Use”), but only for your personal use to communicate with our Partners and Members or other uses as we agree to in writing. Your Right to Use is for the sole purpose of letting you use and enjoy our Services as permitted by the Terms of Use. Your Right to Use will remain in effect until and unless our Services are terminated by you or us. Your Right to Use will apply to our Services as modified, supplemented, updated, and otherwise altered by us.

All rights not expressly granted to you are expressly reserved by us.

Rights You Grant Us

You grant us, directly and/or indirectly, a non-exclusive, transferable, worldwide, royalty-free right to collect your payment through our payment processor (“Right”).

By using our Services, you grant us, directly and/or indirectly, a non-exclusive, transferable, royalty-free, worldwide license to use, collect, host, store, copy, reproduce, aggregate, distribute, display, and perform your User Content for us to provide you with access to and use of the Services (the “License”).

You agree that the Right and License includes the right for us, directly and/or indirectly: (a) to make User Content submitted to or through the Services available to Partners, Members, and other companies, organizations, or individuals, in compliance with the Terms of Use; (b) to comply with the agreements without our third party service providers and our Partners; (c) to comply with requests that are legal in nature (e.g., subpoenas, court orders, legal process, law enforcement requests, legal claims, or government inquiries, and to protect and defend the rights, interests, safety, and security of our Services, our affiliates, users, or the public); (d) to respond to requests from third party service and business providers (e.g., payment processors, hosting services, and other services); and (e) in connection with a sale, merger, acquisition or other business transfer.

Further, you also agree that the Right and License includes the right for us, directly and/or indirectly: (a) to allow the Services to use the processor, bandwidth, and storage hardware on your device in order to facilitate the operation of the Services; (b) to provide advertising and other information to you unless you opt-out; (c) to allow our Partners to do the same unless you opt-out; and (d) to conduct surveys. Any part of the Services may be influenced by commercial considerations, including our agreements with third parties. Some Content licensed by, provided to, created by, or otherwise made available by us, may contain advertising as part of the content. The Services make such Content available to you unmodified.

You agree and authorize that we may send notifications to your Account when there is a new task or alert for you (such as a new chat request), unless you opt-out in the settings of your Account.

You agree and authorize that we may send you SMS messages, unless you opt-out in the settings of your Account.

You also agree that we, directly and/or indirectly, may monitor your use of the Services and collect and compile anonymized data, information statistics, performance information, and other content (“Aggregated Statistics”). We, directly and/or indirectly, will use the Aggregated Statistics to make improvements, changes, enhancements, and updates to the Platform; provided, that, such Aggregated Statistics does not identify your User Content, without your prior written consent. Further, we may, directly and/or indirectly, use, copy, duplicate, reproduce, publish, rent, lease, lend, sell, license, sublicense, assign, distribute, transfer, or otherwise make available the Aggregated Statistics, at our discretion and option.

As part of our commitment to providing you with the best service, we welcome comments, reviews, suggestions, and ideas for and about our Services, including, but not limited to, the following: features, functions, modifications, enhancements, Content, refinements, technologies, offerings, promotions, strategies, or feature names, or any related documentation, artwork, computer code, diagrams, or other materials you wish to provide your opinion and suggestions, or opine on, regardless of the method of communication (collectively, “Feedback”).

By using the Services, you grant us, directly and/or indirectly, a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, host, store, copy, aggregate, produce, license, sublicense, distribute, disclose, transmit, publish, publicly display, publicly perform, modify, create derivative works of, translate, reformat, and incorporate your Feedback into our products and services. We, directly and/or indirectly, will (a) have no obligation to (i) report on any uses of your Feedback; (ii) keep the your Feedback secret or be required to restrict publishing or disclosure of your Feedback; or (iii) compensate or credit you in any way regarding your Feedback. Further, we will be entitled to profit from, disclose, publish, or otherwise exploit your Feedback in any way that we deem appropriate.

You grant us a non-exclusive, worldwide, irrevocable, royalty-free, fully-paid-up right and license to the unlimited use of your likeness, voice, persona, character, image, characterization, catch phrases, and physical attributes (“Likeness”) in photographs, presentations, recordings, emails, social media sites, our Website, our Platform, and any other types of media or materials (“Materials”) (alone or in connection with others, and in connection with any media, now known or later created) throughout the world, and in connection with or relation to the development, marketing, advertisement, licensing, sale, distribution, and promotion of any events, products, merchandise, services, or brands of the Company, but only as relates to the Services, and only for the term of your subscription to the Platform. You will not have any right to approve any use of your Likeness in the Materials or otherwise. No third party has or will have any right of approval over the use of your Likeness in the Materials, or will be due any amounts from our use of your Likeness in Materials or otherwise. We may use your Likeness in Materials, at our sole discretion and option. Further, you waive the right to royalties or any other compensation arising out of or related to our use of your Likeness in the Materials. We agree not to use your Likeness in Materials in a disparaging way. If you believe that your Likeness in Materials has been used in a disparaging way, please send an email to us as specified in section 26 (Contact Us). We will not have any obligation to remove or take down any Materials that include your Likeness in Materials that have already been released to the public or in the Platform, even after termination of your use of the Platform.

Prohibited Use Of Our Services

You may use the Services only for lawful purposes and in compliance with the Terms of Use. We reserve the right, in our sole discretion, to determine whether you have violated the Terms of Use.

You agree not to, nor permit, authorize, or allow any third party to use the Services in any one or more of the following ways:

use, copy, duplicate, or publish the features, functions, or user interfaces of the Services, in whole or in part;
rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; or include the Services in any service bureau or outsourcing offering;
modify, reverse engineer, disassemble, decompile, decode, adapt, hack, attempt to hack, or otherwise attempt to derive or gain access to any software component, underlying idea or algorithm of the Services, in whole or in part;
decipher any transmissions to or from the server running the Services;
interfere with or disrupt the integrity or performance of the Services;
attempt to bypass or break any security mechanism of the Services, or using the Services in any other manner that possesses a material security or service risk to us or any of our users;
attempt to gain unauthorized access to the Services or its related systems and networks;
permit access to or use of the Services in a way that circumvents any contractual usage limits; or
alter, deface, remove, disable, or suppress the display of any copyright, trademark, trade name, logo, or trade dress included as part of the Services; our Content; (c) Other Users Content; and/or (d) Third Party Content.

You will not, nor permit, authorize or allow any third party, to use the Services to do any one or more of the activities as set forth in the Acceptable Use Policy, incorporated herein by reference. Further, you agree to comply with the terms of the Acceptable Use Policy.

As specified in section 16 (Term and Termination; and Suspension), we reserve the right, at any time, without notice, to terminate or suspend your access to and use of the Platform, at our sole discretion, for your violation of the terms set forth in this section.

Fees

On our Website, you can find a description of our Platform options and associated fees for use of the Platform (“Fees”). The Fees do not include any taxes, which you are responsible for paying.

We may also offer special promotions, or other services, including offerings of third-party products and services in conjunction with or through our Platform. We are not responsible for the products and services provided by such third parties. We reserve the right to modify, terminate, or otherwise amend our offered plans and promotional offerings at any time, in accordance with these Terms.

We reserve the right to change the Fees, at any time. Changes to the Fees S will not affect any payments made prior to the effective date of the changes to the Fees. Your continued use of the Platform after the date any changes to the Fees becomes effective, will constitute your acceptance of such Fee changes, unless you cancel your use of the Platform prior to the automatic renewal.

If we make any material changes to the Fees, we will provide you with notice by displaying a prominent notice on our Website, or sending you an email. Please make sure that you read any such notice carefully. Having received notice of any changes to the Fees, if you continue to use the Platform, then you agree with the changes to the Fees. If you do not wish to continue using the Platform because of the change in the Fees, you can terminate your use of the Platform, see section 16 (Term and Termination; and Suspension) for details.

If you cancel your use of the Platform, you may not be able to re-subscribe for the same features and rates as you previously subscribed to. Note that certain features and rates may be discontinued in the future.

Payment

When signing up for an Account you will be required to provide a valid method of payment (a "Payment Method"). You may update your Payment Method at any time by accessing your Account.

Payment of Fees that are due and payable by you to us can be made in any country's currency. However, if you pay us in any currency other than United States currency, you will be responsible for payment of any fees associated with the conversion from another country’s currency to United States currency.

By placing an order through your Account for use of the Platform (“Order”), you also agree and authorize: (a) the Payment Method you provide to be immediately charged for all Fees, taxes, and any currency conversion fees that are applicable to your Order; (b) to share your payment information and fulfill the instructions required by our third-party payment processors or service providers to complete the payment transactions; and (c) no additional notice or consent is required for the foregoing authorizations.

**** If the Payment Method is declined or no longer available and there is no alternative payment method, then we will not process your Order, and we will notify you accordingly via email. If you do not provide an alternative payment method for payment of the Fees, we will not provide use of the Platforms, or we may terminate your use of the Platform. ****

You are responsible for all activities and charges that occur under your Account. Your liability for such charges will continue after termination of these Terms.

All amounts paid to us are non-refundable. This no-refund policy will apply at all times regardless of your decision to terminate use of the Platform, any disruption or suspension to use the Platform, or any other reason whatsoever.

User Content And Other Users Content

We do not control, take responsibility for, or assume liability for any losses or damages associated with any User Content posted, uploaded, processed, stored on, and/or otherwise provided to the Platform and/or your Account by you or by another person that uses your Account with or without your permission (“Third Party User”).

We do not control, take responsibility for, or assume liability for any losses or damages associated with any Other Users Content posted, uploaded, processed, stored on, and/or otherwise provided to the Platform by Other Users of the Services.

We do not endorse or approve of User Content and/or Other Users Content. We may review your User Content and/or Other Users Content, before or after it is posted, uploaded, and/or otherwise provided to the Platform, and we reserve the right to not post or upload, or later remove any of your User Content and/or Other Users Content which we determine, in our sole discretion, is not in compliance with the Terms of Use or applicable laws, or in response to complaints from Other Users or third parties. While we reserve this right to monitor your User Content posted, uploaded, processed, stored on, and/or otherwise provided to the Platform and/or your Account or Other Users Content posted, uploaded, stored on, and/or otherwise provided to the Platform, we are also under no obligation to do so.

When you post, upload, store, and/or otherwise provide your User Content to the Platform, you acknowledge and agree that (a) you own that User Content, or you have received all necessary permissions, clearances from, and/or are authorized by, the owner of any part of your User Content. You are responsible and liable if any of your User Content violates or infringes or misappropriates the intellectual property or privacy rights of any third party, and (b) you will not incorporate in your User Content any malicious content (including but not limited to, code, files, scripts, agents, or programs), such as worms, viruses, disabling code, trojan horse, backdoors, malware, ransomware, adware, spyware, logic bombs, time bombs, monitoring code, trap doors, drop dead devices, or similar harmful content that are intended to interfere with, restrict, impede, disable, erase, or do harm to the Services (“Viruses”).

We are not obligated to remove any User Content, except as required by law. If you believe that your rights are being violated with respect to your User Content, please contact us at the email address specified in section 26 (Contact Use).

**** Further, we are not and will not be liable or responsible for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter while accessing or using the Platform. We disclaim and take no responsibility for your conduct, that of Third Party Users, or that of any Other Users, on or off our Platform. ****

**** Any User Content that you post, upload, store on, and/or otherwise provide to the Platform will be considered non-confidential and non-proprietary. We are free to copy, disclose, incorporate, and otherwise use, any User Content that you post, upload, store on, and/or provide to the Platform without notice, compensation, or other obligation to you. If you do not want us to use your User Content for any purpose, you should not post, upload, store, and/or otherwise provide your User Content to the Platform. ****

From time to time, we may pull the User Content you share on social media using our brand name, brand hashtags, other social media indicators, or tagging us using any one of our social media handles (collectively, the “Hashtags”). You acknowledge and agree that by using our brand name, tagging us, or using a Hashtag, that it may be used by us in our Services, and you grant us permission and authorize to use your name or social media handle in association with your User Content for identification, publicity and advertising related to the Services, including after your termination of your Account or your access to the Platform. You acknowledge and agree that the posting and use of your User Content and Likeness do not violate, misappropriate, or infringe on the rights of any third party, including without limitation, privacy rights, publicity rights, copyrights, trademark, and other intellectual property rights.

You authorize us to act on your behalf with respect to infringing uses of your User Content taken from the Service by other users or third parties. This expressly includes the authority, but not the obligation, to send notices pursuant to 17 U.S.C. § 512(c)(3) (i.e., DMCA Takedown Notices) on your behalf if your User Content is taken and used by third parties outside of the Services.

Third Party Content And Third Party Services

From other third parties, including our payment processor and other service providers (“Third Parties”), we may provide access, links, embedded content, or other methods of interacting with third-party web pages, social media platforms, mobile apps, content, applications, products, and services, including advertisements and promotions (collectively, “Third Party Content”) on the Services, as a service to those interested in this information. We provide access to Third Party Content for your convenience only.

By the inclusion of Third Party Content, we do not imply any endorsement of the Third Party or their Third Party Content or any association with the operators of the Third Party or their Third Party Content, except as specifically stated in the Services. We do not update, review, investigate, verify, or monitor the Third Party Content; provided, however, we may have, at one time, reviewed, investigated, verified, or monitored specific Third Parties (“Preferred Third Parties”). Third Parties includes Preferred Third Parties, and Third Party Content includes the content from Preferred Third Parties.

If you access Third Party Content, you do so at your own risk. Third Party Content is not under our control and we do not take responsibility for any information or materials of Third Party Content, its accuracy or completeness, the availability of the Third Party Content, or any form of transmission received from any Third Party. Further, we do not and will not assume liability for any losses or damages associated with any Third Party Content posted, uploaded, processed, stored on, and/or otherwise provided to the Services, whether or not we endorsed, at one time, the Preferred Third Parties and/or the Third Party Content.

**** When you visit other websites and apps via Third Party Content (“Third Party Services”), or participate in promotions or business dealings with Third Parties, you should understand that these Terms of Use will no longer be applicable. ****

The terms and policies (including, but not limited to use policies and privacy policies) of those Third Party Services will now apply. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Services that you visit from our Services. We do not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to provide to any Third Party Websites, and you irrevocably waive any claim against us with respect to such Third Party Websites. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online transaction with any Third Party Websites.

Ownership

The Services, Service Updates, and Aggregated Statistics, along with all Content and other materials therein, including, without limitation, our logos, trademarks, service marks and all designs, text, graphics, pictures, information, data, software, manuals, guides, documentation, sound files, other files, and the selection and arrangement, including any copies, are the property of Company and/or our suppliers (as applicable), and are protected by United States and international patent law, copyright law, trade secret law, trademark law, and all other proprietary rights.

Further, Company owns all right, title, and interest in and to the (a) Materials; (b) any underlying works included with the Materials; (c) any adaptations, modifications, and/or derivative works of the Materials, (d) any copies and/or reproductions of the Materials, and (e) any Intellectual Property Rights therein to the Materials.

You retain any all rights which may exist in your User Content.

Representations And Warranties; And Disclaimers

**** Each Party represents and warrants that: (a) they have the power and authority to enter into and perform their obligations under the terms and conditions of the Terms of Use; (b) the execution, delivery, and performance of their obligations under the terms and conditions of the Terms of Use by such Party will not (i) result in a violation of any law, judgment, or order applicable to such Party, or (ii) conflict with or breach any contract or other obligation to which such Party is bound; (c) they hold and will hold all licenses, approvals, registrations, permits, and certifications required under applicable law to conduct their business, including without limitation, all necessary business licenses, tax registrations, and import and export licenses; and (d) they comply and will comply with all applicable federal, state, and local laws, including privacy laws. ****

**** You represent and warrant that you reside in the United States and are 21 years of age. ****

**** You represent and warrant that (a) you own or have received the rights to post, upload, store, and/or otherwise provide your User Content to the Platform; (b) your User Content and Likeness do not and will not violate any laws or regulations; (c) your User Content and Likeness do not and will not infringe or misappropriate the intellectual property rights of another party; (d) you have not and will not post, upload, store, and/or otherwise provide any User Content to the Platform which incorporates Viruses; (e) you have and will meet the requirements for eligibility, as set forth in section 2 (Eligibility); and (f) you have and will have the rights granted to us in these Terms. ****

**** We disclaim any warranty of any kind, whether express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, course of performance or dealing, usage of trade, or non-infringement or misappropriation of third party rights. The Services, including any materials, information, software, facilities, services, Content, features, manuals, guides, documentation, and other materials and elements of the Services, is provided on an AS-IS or AS-AVAILABLE basis. Your use of the Services is at your own risk. ****

**** While the Services have been compiled in good faith, we make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security, or reliability of the Services; (b) any harm to your devices, loss of data or materials, or other harm that results from your access to or use of the Services; (c) the deletion of, or the failure to store or transmit, any content and other communications maintained by the Services; (d) any files or other data you download will be free of Viruses, or contaminated, or have destructive features; (e) whether the Services will meet your requirements, provide specific results, or be available on an uninterrupted, secure, or error-free basis; (f) any defects or errors in the Services will be corrected; and (g) your inability to access or use the Services. Further, we make no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of any third party products made available through the use of the Services. ****

**** This section applies to the fullest extent permitted by applicable law. This section does not affect your statutory rights as a consumer. ****

Indemnification

**** You agree to indemnify us and hold us harmless from or against any and all third party claims, actions, and demands, in each case including any related liabilities, losses, damages, judgements, settlements, costs, and expenses (including reasonable attorneys’ fees)(“Third Party Claims”) that are awarded against us, or agreed in settlement by you insofar as such Third Party Claims were related to or arise from one or more of the following: (a) your use of the Services in violation of the Terms of Use or in a manner not authorized by the Terms of Use; (b) your use of the Services in combination with any data, software, hardware, equipment, or technology not provided by us; (c) your violation of applicable laws or regulations, including privacy laws; (d) User Content infringes or misappropriates the intellectual property rights of a third party; (e) breach of your representations and warranties as specified in these Terms; (f) you engage in any unfair or deceptive acts or practices; (g) your gross negligent or willful acts or omissions. ****

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Limitation of Liability

**** To the extent permitted by law, in no event will we be liable for (a) any damages, including, but not limited to, indirect, incidental, special, consequential, exemplary, or punitive damages, arising out of, resulting from, caused by, related to, and/or in connection with your use of the Services or any information or Content contained as part of the Services or any Third Party Content, (b) any loss of use, data, business, or profits (whether direct or indirect), in all cases arising out of, resulting from, caused by, and/or related to the use of or inability to access and/or use the Services, whether an action alleging such damages is brought in contract, negligence, tort, or otherwise, and even if we have been advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. ****

**** In no event will our total liability under any and all causes of action on a cumulative basis exceed the payments made by you to us during the immediately preceding twelve (12) month period. ****

**** The exclusions and limitations above are fundamental elements of the basis for the bargain between us and you. ****

Release And Discharge

**** If you discover that your Likeness in Materials has been used in a disparaging way, then your only remedy from us is for you to request that we remove your Likeness from the Materials or remove the Materials from our Website and/or our Platform. ****

You release us from all claims and demands that you may have now or at any time arising from these Terms or our use of your Likeness in the Materials, as specified in the last paragraph of section 5 (Rights You Grant Us) of these Terms, including claims for personal injury, invasion of privacy, defamation, libel, right of publicity, infliction of emotional distress, or additional payment.

You waive, release, acquit, defend, and forever discharge us from any and all claims, demands, cause or causes of action relating to our use of your Likeness in Materials, as specified in the last paragraph of section 5 (Rights You Grant Us) of these Terms. These releases include an express waiver of Civil Code 1542 thereby releasing us from any and all claims, liabilities, injuries, damages, and causes of actions known, or unknown. California Civil Code §1542, which you waive, and which reads as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Term And Termination; And Suspension

The Terms of Use commence and are binding on the first date you access or use the Services.

At any time, for any reason, you may terminate your access to and use of the Platform by (a) accessing the settings in your Account or (b) sending an email, as specified in section 26 (Contact Us), indicating that you want to terminate your use of the Platform.

We may suspend or terminate your Account, or cease providing you with access and use of the Platform, at any time, for any or no reason, including, but not limited to, if we reasonably believe: (a) you have violated the Terms of Use in any manner, including but not limited to, using the Services in a manner not authorized by the Terms of Use; (b) due to your unlawful conduct; (c) you create risk or possible legal exposure to us; (d) our provision of the Services to you is no longer commercially viable or (e) if we determine, at our sole discretion, that your behavior does not meet our standards. If you do not make payment of the Fees, we may terminate your access to and use of the Platform. These Terms will continue to apply to you until terminated by either you or us.

After terminating or suspending your access to and use of the Platform and your Account, we will send you a notice stating the reason(s) why we took action against you. From time to time, we may conduct a case-by-case review of our decision to terminate or suspend your use and access to the Platform, provided you email us the reasons you believe we should reverse our decision. You can email us at the following email address, support@premoclub.com, within a reasonable time of our decision to terminate or suspend your access to the Platform and your Account. Upon receipt of your email, we may, but are in no way required or obligated to, review your reasons and respond within a reasonable time.

If we suspend or terminate your access to and use of the Platform and your Account due to your violation of any portion of the prior paragraph, then you agree that you will not attempt to re-register with or access the Platform through use of a different Username or otherwise. In the event that you violate the immediately preceding sentence, we reserve the right, in our sole discretion, to immediately take any or all of the actions specified in the Terms of Use without any notice or warning to you.

You acknowledge that we will not have an obligation to refund any amounts that you have already paid to us, regardless of when the termination or suspension occurred.

To the fullest extent permitted under applicable law, if we or you terminate your access to and use of the Platform and your Account, you agree that we will have no liability or responsibility to you or any third party. After your access to and use of the Platform and your Account are terminated, these Terms will terminate with respect to the Platform, except that the following provisions will continue to apply to us and you: section 5, 7th and 8th paragraphs (Rights You Grant Us); section 8 (Payment); section 11 (Ownership); section 12 (Representations and Warranties; and Disclaimers); section 13 (Indemnification); section 14 (Limitation of Liability); section 15 (Release and Discharge); section 17 (Non-Disparagement); section 19 (Governing Law); section 20 (Class Action Waiver); section 21 (Dispute Resolution); section 22 (Integration and Interpretation); section 23 (Severability and Waiver); and any other provisions that by their nature will survive termination of these Terms.

Non-Disparagement

At any time, you agree that you will not engage, directly or indirectly, in any form of conduct, make any statements, or representations, either oral or written, in any form (including, without limitation, via social media, press releases, websites, and other means), that defames, disparages, impugns, criticizes, sullies, maligns, compromises, denigrates, or otherwise impairs the reputation, integrity, goodwill, brand, and/or interest (including, without limitation, the repetition or distribution of derogatory rumors, allegations, misleading, negative, and/or false statements and/or comments) of us. Nothing in this section however will prevent you from providing truthful testimony or information: (a) in any processing or in response to any request from any governmental agency, judicial, or arbitral; or (b) as otherwise required by law.

Changes To These Terms

Occasionally, we may make changes to these Terms. If we make material changes to these Terms, we will provide you with notice by displaying a prominent notice on our Website or the Platform or by sending you an email. Please make sure you read any such notice carefully. Having received notice of any changes to these Terms, if you continue to use the Services, then you agree to the updated Terms. Neither the course of conduct between the Parties nor trade usage will act to modify or alter the provisions of these Terms.

If you do not wish to continue using the Services under the updated Terms, you can terminate your access and use of the Platform, pursuant to section 16 (Term and Termination; and Suspension), and no longer access and use the Website.

Governing Law

The Terms of Use and any dispute or claim arising out of, resulting from, caused by, related to, and/or in connection with its subject matter, or its formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of the state which has venue and jurisdiction, without reference to its conflicts of laws and choice of law rules or principles. The Parties irrevocably agree that the California Superior Court of San Francisco County, California, will have exclusive venue and jurisdiction to adjudicate and settle any dispute or claim arising out of, resulting from, caused by, and/or related to the Terms of Use, its subject matter, or its formation (including non-contractual disputes or claims). The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from application to these Terms.

Class Action Waiver

**** You agree that you may bring claims against us only in your individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, representative, multiple plaintiff, or similar proceeding. ****

**** You agree that any arbitration will be limited to the dispute between you individually and us. To the fullest extent permitted by law: (a) no arbitration will be joined with any other party; (b) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons or party. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court. ****

Dispute Resolution

We are confident our customer service department can resolve most concerns quickly and to your satisfaction. Please contact our support team by email at support@premoclub.com.

**** After an informal dispute resolution process, if the Parties agree that any remaining dispute, claim, or controversy between the Parties arising out of, resulting from, in connection with, or relating in any way to the terms and conditions of the Terms of Use or to your relationship with us as a user of the Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the terms and conditions of the Terms of Use) will be determined by mandatory, binding, individual arbitration administered by American Arbitration Association (“AAA”), conducted in the English language, without appeal or review except as permitted by law (for purposes of clarification, no class action arbitration is permitted under the terms and conditions of the Terms of Use). ****

The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the Party’s individual claim.

If a Party who intends to seek arbitration, they must first send a written notice of the dispute to the other Party, by email (“Dispute Notice(s)”). The Dispute Notice must (a) describe the nature and basis of the claim or dispute; and (b) describe the specific relief sought (“Demand”). The Parties agree to use good faith efforts to resolve the dispute directly, but if the Parties do not reach an agreement to do so within thirty days (30) after the Dispute Notice is received, either Party may start an arbitration proceeding. Any arbitration between the Parties will take place under the Consumer Arbitration Rules of the AAA then in force (the “AAA Rules”). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, can be found on the AAA’s website at adr.org, or by calling the AAA at 1-800-778-7879. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules.

During the arbitration, the amount of any settlement offer made by either Party may not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event the dispute between the Parties is finally resolved through arbitration in your favor, and the arbitrator issues you an award that is greater than the value of our last written settlement offer, then we will instead pay you either the amount of the award or one thousand dollars ($1,000.00 USD), whichever is greater. All documents and information disclosed in the course of the arbitration will be kept strictly confidential by the recipient. All documents and information disclosed will also not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award, and will not be disclosed except in confidence to persons who have a need to know for such purposes, or as required by applicable law.

Regardless of the terms in the above paragraphs, the Parties both agree that nothing in the arbitration clauses will waive, preclude, or otherwise limit either of our rights, at any time, to bring an individual: (a) action in a U.S. small claims court; (b) claims for (i) defamation; (ii) violation of the Computer Fraud and Abuse Act, (iii) infringement or misappropriation of your or our intellectual property, or (iv) access to the Platform that is unauthorized or exceeds authorizations granted in the Terms of Use; or (c) action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator. In addition, this arbitration clause doesn’t stop either Party from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).

Integration And Interpretation

The Terms of Use contain the full understanding of the Parties with respect to the specific subject matter and supersedes and cancels all other previous agreements, negotiations, commitments, discussions, and warranties, whether oral or in writing, with respect to such subject matter. The Parties have not relied on any statement, representation, warranty, or agreement of the other Party or of any other person on such Party’s behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in these Terms. Nothing in this section purports to limit or exclude any liability for fraud.

The headings in the Terms of Use are for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of the Terms of Use or any of its provisions.

Severability And Waiver

If any provision of the Terms of Use is declared void or unenforceable by a court of competent jurisdiction, such provision will be deemed deleted from the Terms of Use, and the remainder of the Terms of Use will otherwise remain in full force and effect as permitted by applicable law.

The waiver by either Party of any breach of any term, provision, condition, or covenant of the Terms of Use by the other Party will not be construed to be either a waiver of any succeeding breach of any term, provision, condition, or covenant, a waiver of the term, provision, condition, or covenant itself, or remedy. A waiver of any term, provision, condition, covenant, or breach of the Terms of Use by either Party will only be effective if given in writing and signed by both Parties, and then only in the instance and for the purpose for which it is given.

Force Majeure

We will not have any liability to you by reason of any delay or failure to perform any obligation under the Terms of Use if the delay or failure to perform is occasioned by any act, event, non-happening, omission, or accident beyond our reasonable control and includes, but is not limited to, any one or more of the following: (a) acts of God; (b) flood, fire, earthquake, tornado, hurricane, tsunami, other potential disasters, catastrophes, or explosions; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, insurrection, or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the effective date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, lockouts, labor disturbances or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) pandemics, epidemics and any associated quarantine or shelter-in-place orders or similar orders (“Force Majeure Event”). You agree that your sole and exclusive remedy where our delay or failure to perform is occasioned by a Force Majeure Event(s) is to terminate your access and use of the Platform and your Account, specified in section 16 (Term and Termination; and Suspension).

Updates And Customer Support

At various times, we may choose to make available updates or other changes or enhancements to the Services (collectively, “Service Updates”). Service Updates will be automatic and mandatory. Please note that the Services may be unavailable during the Service Updates.

For general customer support, or assistance with your Account or payment related questions (“Customer Support Queries”), please email us at support@premoclub.com. We will use reasonable efforts to respond to all Customer Support Queries within a reasonable time frame but we make no promises that any Customer Support Queries will be responded to within any particular time frame, and/or that we will be able to answer any such queries.

Contact Us

We welcome comments, questions, concerns, or suggestions. Please send us a message via email at support@premoclub.com.

These Terms were last updated: June 21, 2024.