TERMS OF USE AGREEMENT

AllClubVip.com (the “Provider”) is a social networking service that allows Members to create unique personal profiles online in order to connect with certain promoters, events and nightclubs (the “Service”).

This Terms of Use Agreement (the “Agreement”) sets forth the legally binding terms for your use of the Service.  By using the Service, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Provider’s Website) or you are a "Member" (which means that you have registered to use the Service). The term "User" refers to a Visitor or a Member. You are only authorized to use the Service (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement.  Please read this Agreement carefully and save it.  If you do not agree with it, you should leave the Provider’s Website and discontinue use of the Service immediately.  If you wish to become a Member, communicate with other Members and make use of the Service, you must read this Agreement and indicate your acceptance during the registration process.

This Agreement includes Provider’s policy for acceptable use of the Service and any and all content posted on the Provider’s Website, your rights, obligations and restrictions regarding your use of the Service and the Provider’s Privacy Policy. You may receive a copy of this Agreement by emailing us at: info@ AllClubVip.com, Subject: Terms of Use Agreement.

Provider may modify this Agreement from time to time and such modification shall be effective upon posting by Provider on the Provider’s Website. You agree to be bound to any changes to this Agreement when you use the Service after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

Please choose carefully the information you post on the Service and that you provide to other Users. Your profile may not include the following items: telephone numbers, street addresses, last names, and any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter.  Despite this prohibition, information provided by other Members (for instance, in their Profile) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and Provider assumes no responsibility or liability for this material. If you become aware of misuse of the Service by any person, please contact Provider or click on the "Report User" under the “Moderation” tab on the Users profile.

Provider reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to restrict, suspend, or terminate your access to all or any part of the Service at any time, for any or no reason, with or without prior notice, and without liability.

1. Eligibility.  Use of and membership in the Service is void where prohibited.  By using the Service, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the Service does not violate any applicable law or regulation. Your profile may be deleted and your membership may be terminated without warning, if we believe that you are under 18 years of age.

2. Term.  This Agreement shall remain in full force and effect while you use the Service or are a Member. You may terminate your membership at any time, for any reason, by following the instructions on the Member's Account Settings page. Provider may terminate your membership at any time, without warning. Even after Membership is terminated, this Agreement will remain in effect, including sections 5-17.

3. Fees. You acknowledge that Provider reserves the right to charge for the Service and to change its fees from time to time in its discretion. If Provider terminates your membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees.

4. Password. When you sign up to become a Member, you will also be asked to choose a password.  You are entirely responsible for maintaining the confidentiality of your password.  You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party.  You agree to notify Provider immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

5. Non-commercial Use by Members. The Service is for the personal use of Members only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Provider.  Illegal and/or unauthorized use of the Service, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Provider’s Website is prohibited.  Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles, events and photo gallery submissions without notice and may result in termination of Membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the Service.

6. Proprietary Rights in Content on Provider’s Website. 

(a) Provider does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, comments, voting results or any other materials (collectively, "Content") that you post to the Service.  After posting your Content to the Service, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose.  By displaying or publishing ("Posting") any Content on or through the Service, you hereby grant to Provider a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content solely on and through the Services. Without this license, Provider would be unable to provide the Service. The license you grant to Provider is non-exclusive (meaning you are free to license your Content to anyone else in addition to Provider), fully-paid and royalty-free (meaning that Provider is not required to pay you for the use on the Service of the Content that you Post), sublicensable (so that Provider is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the Service), and worldwide (because the Internet and the Service are global in reach). This license will terminate at the time you remove your Content from the Service.  The license does not grant Provider the right to sell your Content, nor does the license grant Provider the right to distribute your Content outside of the Services

(b) You represent and warrant that: (i) you own the Content posted by you on or through the Service or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the Service.

(c)  The Service contains Content of Provider ("Provider Content"). Provider Content is protected by copyright, trademark, patent, trade secret and other laws, and Provider owns and retains all rights in the Provider Content and the Service. Provider hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the Provider Content (excluding any software code) solely for your personal use in connection with viewing the Provider’s Website.

(d)  The Service contains Content of Users and other licensors of Provider.  Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Service.

7. Content Posted.

(a)  Provider may delete any Content that in the sole judgment of Provider violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. Provider assumes no responsibility for monitoring the Service for inappropriate Content or conduct. If at any time Provider chooses, in its sole discretion, to monitor the Service, Provider nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.

(b)  You are solely responsible for the Content that you post on or through any of the Service, and any material or information that you transmit to other Members and for your interactions with other Users. Provider does not endorse and has no control over the Content. Content is not necessarily reviewed by Provider prior to posting and does not necessarily reflect the opinions or policies of Provider. Provider makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Members.

8. Content/Activity Prohibited.  The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the Service.  Provider reserves the right to investigate and take appropriate legal action against anyone who, in Provider’s sole discretion, violates this provision, including without limitation, removing the offending communication from the Service and terminating the Membership of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of Provider:

(a)  is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

(b)  harasses or advocates harassment of another person;

(c)  exploits people in a sexual or violent manner;

(d)  contains nudity, violence, or offensive subject matter or contains a link to an adult website;

(e) solicits personal information from anyone under 18;

(f)  provides any telephone numbers, street addresses, last names, URLs or email addresses;

(g) promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

(h) promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;

(i) involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";

(j) contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

(k) furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;

(l)  solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;

(m)  involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;

(n)  includes a photograph of another person that you have posted without that person's consent; or

(o) for band and filmmaker profiles, uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile.

The following is a partial list of the kind of activity that is illegal or prohibited on the Provider’s Website and through your use of the Service. Provider reserves the right to investigate and take appropriate legal action against anyone who, in Provider’s sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

(a) criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;

(b)  advertising to, or solicitation of, any Member to buy or sell any products or services through the Service. You may not transmit any chain letters or junk email to other Members. It is also a violation of these rules to use any information obtained from the Service in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, Provider reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which Provider deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through the Service, you acknowledge that you will have caused substantial harm to Provider, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Provider $50 for each such unsolicited email or other unsolicited communication you send through the Service;

(c)  any automated use of the system, such as using scripts to add friends or send comments or messages;

(d) interfering with, disrupting, or creating an undue burden on the Service or the networks or services connected to the Service;

(e)  attempting to impersonate another Member or person;

(f) using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;

(g) selling or otherwise transferring your profile;

(h) using any information obtained from the Service in order to harass, abuse, or harm another person;

(i)  displaying an advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Service on behalf of that person, such as placing commercial content on your profile, posting blogs or bulletins with a commercial purpose, or sending private messages with a commercial purpose; or

(j)  using the Service in a manner inconsistent with any and all applicable laws and regulations.

9. Copyright Policy.  You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of Provider to terminate membership privileges of any Member who repeatedly infringes the copyright rights of others upon receipt of proper notification to Provider by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Service; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

10. Member Disputes. You are solely responsible for your interactions with other Members. Provider reserves the right, but has no obligation, to monitor disputes between you and other Members.

11. Privacy.  Use of the Service is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

12. Disclaimers. Provider is not responsible for any incorrect or inaccurate Content posted on the Provider’s Website or in connection with the Service, whether caused by Users of the Service or by any of the equipment or programming associated with or utilized in the Service.  Profiles created and posted by Members on the Provider’s Website may contain links to other websites.  Provider is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by Provider.  Inclusion of any linked website on the Service does not imply approval or endorsement of the linked website by Provider. When you access these third-party sites, you do so at your own risk. Provider takes no responsibility for third party advertisements which are posted on this Provider’s Website or through the Service, nor does it take any responsibility for the goods or services provided by its advertisers.  Provider is not responsible for the conduct, whether online or offline, of any User of the Service.  Provider assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication.  Provider is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Service or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Service.  Under no circumstances shall Provider be responsible for any loss or damage, including personal injury or death, resulting from use of the Service, attendance at a Provider event or events posted on the Service, from any Content posted on or through the Service, or from the conduct of any Users of the Service, whether online or offline. The Service are provided "AS IS" and as available and Provider expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Provider cannot guarantee and does not promise any specific results from use of the Service. Form submissions through the Service to events and venues does not guarantee entrance into promotions, events or nightclubs. PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SERVICE AND CONTENT. 

 
13. Limitation on Liability.  IN NO EVENT SHALL PROVIDER BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PROVIDER LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO PROVIDER FOR THE SERVICE DURING THE TERM OF YOUR MEMBERSHIP.

14. Disputes. If there is any dispute about or involving the Service, you agree that the dispute shall be governed by the laws of the State of Oregon, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of Oregon, City of Beaverton.  Either Provider or you may demand that any dispute between Provider and you about or involving the Service must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Beaverton, Oregon, USA, provided that the foregoing shall not prevent Provider from seeking injunctive relief in a court of competent jurisdiction.

15. Indemnity. You agree to indemnify and hold Provider, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Service in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the Provider Website or through the Service causes Provider to be liable to another.

16.  Photo Galleries.  Provider is not responsible for the content in the “Photo” area of the Service.  All photos are property of the independent photographers listed in the “Description” area of the Service.  If you wish to have a photo removed from the gallery, please contact Provider with the exact location of the photo and we will remove said photo.  Entire galleries may not be permitted in our galleries due to nature of content but can be requested from independent photographers.

17. Miscellaneous. This Agreement is accepted upon your use of the Provider’s Website or any of the Service and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and Provider regarding the use of the Service. The failure of Provider to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.  The section titles in this Agreement are for convenience only and have no legal or contractual effect. “AllClubVip.com” is a trademark of Provider.  This Agreement operates to the fullest extent permissible by law.  If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

18. Contacting the Provider. If you have any questions about this Terms of Use Agreement or your dealings with the Provider, please contact Provider at AllClubVip.com.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.