Terms of Agreement

DOOR OF CLUBS TERMS OF AGREEMENT / FEE POLICY

This Terms and Conditions of Use Agreement ("Agreement") is made between you ("you" or "your") and Door of Clubs, Inc., its affiliates, and each of their respective successors and assigns (collectively, the "Company").

  1. Access or Use of the Service

This Agreement governs your use of (i) the Company's online platform, products, tools, or services or other platforms, products, tools or services developed, operated, or maintained by the Company and accessible via https://www.doorofclubs.com or any other designated website or IP address, (ii) the content contained thereon, including any data, tool, text, graphics, logos, images, photographs, audio clips, digital downloads, data compilations and software, and (iii) any offline components provided by the Company for use in connection therewith (items (i), (ii), and (iii) are collectively referred to as the "Service").

By accessing or using the Service, or downloading, installing, activating or using any materials or data available or accessible through this website, you are agreeing that you have read, and agree to comply with and be bound by, the terms of this Agreement in their entirety without limitation or qualification and all applicable laws and regulations. If you do not agree to be bound by the terms and conditions of this Agreement and to follow all applicable laws, do not register for, access, or use the Service or the website.

  1. Grant of Limited License

You are granted a limited, non-exclusive, revocable and non-transferable license to utilize and access the Service pursuant to the requirements and restrictions of this Agreement.

Your use of the Service is limited to the scope of the license granted in this Agreement and this Agreement does not permit you to use the Service other than as provided herein. You acknowledge that the Service constitutes and incorporates valuable trade secrets and/or the confidential information of the Company or its licensors. You shall have no rights to the proprietary software and related documentation, if any, provided to you in order to access the Service. Except as provided in this Agreement, you shall have no right to directly or indirectly, own, use, loan, sell, rent, lease, license, sublicense, assign, copy, translate, decompile, modify, adapt, improve, or create any new or derivative works from, or display, distribute, perform, or in any way attempt to exploit, disrupt or interfere with the Service, or any of its contents (including software) in whole or in part. You shall not access the Service if you sell or provide any service, software, or product that may compete with the Company's Service, software, or products or intend to build or develop any similar service, software, or product. You understand and acknowledge that unauthorized use of the Service in violation of this Paragraph may cause the Company and its licensors irreparable injury which cannot be remedied at law, and you agree that the Company and its licensors shall be entitled to seek equitable relief including by way of injunction, in addition to any other remedies available at law or in equity.

The Company may change, suspend, or discontinue any aspect of the Service at any time. The Company may also, without notice or liability, impose limits on certain features and services or restrict your access to all or portions of the Service.

  1. Your Obligations

You are responsible for all activity occurring when the Service is accessed through your password and you shall abide by all applicable laws and regulations in connection with your use of the Service, including those related to data privacy, information security, international communications, and the transmission of technical or personal data. You will immediately notify the Company of any unauthorized use of your password or account or any other breach of security.

  1. User-Provided Content

The Company assumes no responsibility or liability arising from the activities of users while using the Service or for content posted, published, distributed or otherwise communicated by users through the Service, including for any defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, hate speech, bullying, danger, illegality, or inaccuracy contained in any information transmitted to any such locations on our website. The Company may from time to time monitor, review, and in its discretion edit or delete, content posted by users through the Service, but assumes no obligation for such monitoring or review. The Company will cooperate with law enforcement or a court order requesting or directing the Company to disclose the identity of anyone posting information through the Service. The Company may also disclose such information if such disclosure is reasonably necessary to protect the rights, property, or safety of the Company, its employees, officers, affiliates, users or the public.

  1. Intellectual Property Ownership

You acknowledge that all content and materials available through the Service are protected by national and international copyrights, trademarks, service marks, patents, patent registration rights, trade secrets, know-how or other proprietary rights and laws and are owned by the Company or its licensors. Except where otherwise noted, you may download, print or view individual pages for noncommercial use, provided you do not delete or change any of the information, including copyright or trademark notices. You may only use the Service or its contents as expressly permitted in this Agreement and for no other purpose. The Company, its licensors or affiliates retain exclusive ownership of all data, material and other information regarding your use of the Service. You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from, or in any way exploit, the content or materials comprising the Service. Systematic retrieval of data or other content from the Service to create or compile, directly or indirectly, a collection, compilation, database or directory without our written permission is prohibited. Unless otherwise indicated, all logos, names, package designs and marks included in the Service are trademarks or service marks or used under license by the Company. The use or misuse of any of these materials is strictly prohibited. You understand and acknowledge that unauthorized disclosure, use, or copying of any component of the Service in violation of this Paragraph may cause the Company and its licensors irreparable injury which cannot be remedied at law, and you agree that the Company and its licensors shall be entitled to seek equitable relief including by way of injunction, in addition to any other remedies available at law or in equity.

  1. Trademarks

The DOOR OF CLUBS names and logos and any related names, design marks, product names, feature names, and related logos are trademarks of the Company and may not be used, copied, or imitated, in whole or in part, without the express prior written permission of an authorized representative of the Company. In addition, the look and feel of the Service (including all page headers, footers, custom graphics, button icons, code, scripts, etc.) constitutes the service mark, brand, trademark and/or trade dress, of the Company and may not be copied, imitated, or used, in whole or in part, without the express prior written permission of an authorized representative of the Company.

  1. Term; Termination; Suspension of Service

You are bound by this Agreement upon first accessing the Service and through any subsequent use of the Service thereafter. Any unauthorized use will be deemed a material breach of this Agreement. The Company, in its sole discretion, may terminate or suspend your account if you breach or otherwise fail to comply with this Agreement.

  1. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service. You represent and warrant that all materials of any kind submitted by you through the Service will not violate or infringe upon the rights of any third party including trade secret, copyright, trademark, trade dress, privacy, patent, or other personal or proprietary rights.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms of use, in which case the terms "you" or "your" shall refer to such entity.

If you use the Door of Clubs for Employers component of the Service, your primary relationship with Door of Clubs is based on recruiting top talent amongst college students. You represent and warrant that your organization’s efforts are led by knowledgeable employment professionals and will ensure that your organization complies with all regulations and laws related to such activity including, but not limited to, state and federal employment laws and regulations of the Equal Employment Opportunity Commission ("EEOC"). You also acknowledge that, should your organization interface with a school, college, or university’s Career Services Office or similar facility, you are aware of the National Association of Colleges and Employers ("NACE") guidelines. Ensuring adherence to these guidelines is the responsibility of the employer and the Career Services Office or other placement facility and not of Door of Clubs. Any relationship your organization may have with a school, college, or university’s Career Services Office is a separate relationship and regulated by terms and conditions established between your organization and the respective Career Services Office and is not in any way affiliated or partnered with Door of Clubs.

  1. Indemnification

You shall defend, indemnify, and hold the Company harmless from and against any and all losses, damages, liabilities, costs, judgments, charges, and expenses, including reasonable attorneys €™ fees, arising out of or relating to any act or omission by you with respect to your use of the Service or your breach or violation of this Agreement.

  1. Disclaimer of Warranties

Except as otherwise expressly provided in this Agreement, (a) the Service is provided "as-is" and, to the maximum extent permitted by applicable law, the Company, including its affiliates, subsidiaries, licensors, subcontractors, distributors, third parties, service partners, agents, marketing partners, and each of their respective employees, consultants, directors, and officers (collectively, the "Company party(ies)") disclaim all representations, warranties, and conditions of any kind, express or implied, regarding the Service, or otherwise relating to this Agreement, including warranties and conditions of fitness for a particular purpose, merchantability, merchantable quality, non-infringement, and accuracy and non-interference; (b) neither the Company nor any Company party warrants that (i) the Service is or will be secure, accurate, complete, uninterrupted, without error, without loss of data, or free of viruses, worms, or other harmful components, or other program limitations, (ii) the Service will meet your requirements, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, and/ or (iv) any errors in the Service will be corrected; (c) you assume the entire cost of all necessary servicing, repair, or correction of problems caused by viruses or other harmful components, unless such errors or viruses are legally proven to be the direct result of the Company €™s gross negligence or willful misconduct; (d) the Company and the Company parties, jointly and severally, disclaim and make no warranties or representations as to the accuracy, quality, reliability, suitability, completeness, truthfulness, usefulness, or effectiveness of the components of the Service or otherwise relating to this Agreement, and (e) use of the Service is entirely at your own risk and neither the Company nor any of the Company parties shall have any liability or responsibility therefore.

DoC reserves the right to immediately remove any Site Materials or User Content for any reason or for no reason. DoC cannot and does not review all communications or products made available on or through the Site, but, although not obligated to, may review, verify, make changes to or remove any User Content, Site Materials, the Site or the products or services made available in connection with the Site, including information submitted in connection with the Site Materials or other features at any time, with or without notice in its sole discretion. DoC is not required, but is permitted to review all messages made between Participants.

  1. Limitation of Liability

To the fullest extent permitted by applicable law and notwithstanding anything to the contrary in this Agreement, in no event whatsoever shall the Company be liable for any indirect, consequential, special, incidental, exemplary, punitive, or consequential damages, including but not limited to loss of profits, lost time, loss of data or goodwill, even if the Company has been advised of the possibility of such damages, whether in contract, tort (including negligence), strict liability, or otherwise arising from a user's access to or use of the Service.

  1. Notice

The Company may give any required notices to you by means of a general notice via the Service, electronic mail to your e-mail address of record, or by written communication sent by first class mail or pre-paid post to your address if on record with the Company. Such notice shall be deemed to have been given upon the expiration of two (2) business days after mailing or posting (if sent by first class mail or pre-paid post) or one (1) business day after sending (if sent by email). You may give notice to the Company (such notice shall be deemed given when received by the Company) at any time by electronic mail or letter delivered by reputable overnight or local delivery service with a credible tracking system, or certified first class postage prepaid mail to:

Door of Clubs, Inc.
WeWork
745 Atlantic Ave Boston, MA 02111
8th Floor
info@doorofclubs.com
Attention: CEO

  1. Amendment

The Company reserves the right to amend or modify the terms of this Agreement at any time, effective upon posting of an updated version of this Agreement to https://www.doorofclubs.com. You are responsible for regularly reviewing this Agreement. Your continued use of the Service after any such amendment has been made constitutes your understanding of, and consent to, such amendment and any newly established terms and conditions of use.

  1. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of an authorized representative of the Company. This Agreement may be assigned without your consent by the Company to (i) a parent or subsidiary of the Company, (ii) an acquirer of substantially all of the assets of the Company, or (iii) a successor to the Company by merger or otherwise. Any purported assignment in violation of this section shall be void.

  1. Customer Communications; Disclosure

From time to time, the Company may ask whether or not you wish to receive marketing and other non-critical Service-related communications. You may elect not to receive such communications at that time or opt-out of receiving such communications at any subsequent time by sending an email to info@doorofclubs.com with a Subject of OPT OUT. Because the Service is a hosted, online application, the Company may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. The Company reserves the right to disclose that you are a user of the Service..

  1. General

You agree that your use of the Service, this Agreement and any disputes relating thereto shall be governed in all respects by the laws of the Commonwealth of Massachusetts. Any dispute relating to this Agreement shall be resolved solely in the state or federal courts located in Boston, Massachusetts.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provisions, with all other provisions remaining in full force and effect.

The failure of the Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to, in writing, by an authorized representative of the Company.

If you have not entered into another agreement with the Company regarding the subject matter contained herein, then this Agreement comprises the entire agreement between you and the Company and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or verbal, between the parties regarding such subject matter. However, if you and the Company have entered into another agreement regarding the subject matter set forth herein that is a written and signed agreement between you and an authorized representative of the Company, then this Agreement should be read and interpreted in conjunction with such agreement and, in the event of a conflict between this Agreement and a written, signed agreement between the parties, the written, signed agreement shall govern and control.

If you have questions regarding this Agreement or the Service, please send an e-mail to info@doorofclubs.com.

1. Ordering and the provision of service

1.1       Services.  Customer may access and use the Door of Clubs services offered via Door of Clubs website, including any associated software, APIs and plugins ("Software"), content, data, and other information owned or licensed by Door of Clubs.

1.2       Affiliates.  Customer may allow its Affiliates to access and use the Services, provided that Customer will be fully liable for its Affiliates €™ use of the Services and compliance with the Agreement. "Affiliate" means an entity that controls, is controlled by, or is under common control with, a party. Customer may allow its Affiliates to purchase Services under the terms of this agreement.

1.3       Payment.  Customer will pay the fees for the Services stated in the ordering document within 60 calendar days after receipt of Door of Clubs invoice, unless otherwise stated in the ordering document, subject to approved line of credit. For Services that require payment by credit card, Door of Clubs will charge Customer’€™s credit card upon receipt of the credit card information. Customer’€™s purchases are non-cancelable and payment for Services is non-refundable, except as otherwise stated in this agreement. Customer will maintain complete and accurate billing and contact information with Door of Clubs.

1.4       Taxes.  Customer will pay or reimburse Door of Clubs for all federal, state, and local taxes, including sales, use, gross receipts, VAT, GST, or similar transaction taxes, imposed on Services purchased under the Agreement ("Taxes"), provided that such Taxes are statutorily imposed either jointly or severally on Customer, unless Customer provides Door of Clubs with a valid tax exemption certificate.

Exhibit 1. Terms of service

Door of Clubs offers a web-based service under a variety of subscription models. Each service is subject to rights and restrictions stated in this Exhibit 1. that are in addition to the terms stated above. Terms of Service apply to Customer to the extent the specific Service is included in an ordering document.

This Terms of Service may be updated from time to time. We will notify you of any material changes by posting the new Terms of Service on the Site. You are advised to consult this policy regularly for any changes.

Questions

If you have further questions, please contact us at info@doorofclubs.com.

Last revised: July, 9 2016

Copyright © 2017 Door of Clubs, Inc. · All rights reserved.