Last Updated August 20, 2015
IMPORTANT - READ CAREFULLY: YOUR USE OF QUWHO AND ITS SERVICES IS CONDITIONED UPON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS.
This Quwho Subscription Agreement represents the complete Agreement and understanding between Company and the Club and supersedes any other written or oral agreement regarding the Services with the exception of any independent agreement for website development, software development, hosting services or any other services between the Club and Company. Without notice, Company may modify the terms and conditions contained herein and may discontinue or change the services offered in the event of failure to comply with the provisions of this Agreement.
WHEREAS, the Club wishes to subscribe to the Quwho Services; and
WHEREAS, Company is interested in offering the Club such Services;
WHEREAS, the Club and Company mutually desire to set forth the terms applicable to such association;
NOW, THEREFORE, for the mutual consideration set forth herein, the adequacy of which is hereby acknowledged, the Club and Company, intending to be legally bound, hereby agree as follows:
SECTION ONE: DEFINITIONS
1.1 - HTML means the series of commands for formatting Web Pages known as Hypertext Markup Language, and shall include any current and future extensions thereto, whether or not the extensions are commonly viewed as "official."
1.2 - Internet means the worldwide network of computers commonly understood to provide some or all of the following features, among others: electronic mail, file transfers through File Transfer Protocol ("FTP"), and World Wide Web access.
1.3 - Club Site means the Quwho website set up by Company
1.4 - Administrative Site means the part of the Club site accessible to a select number of Club appointees through a secure login.
1.5 - External Web Site means any Web Page or other material that can be accessed using a Web Browser and that is not part of Company's or the Club's Web Site.
1.6 - Home Page means the first page that displays when accessing a Web Site.
1.7 - Web Browser means software designed to allow interactive access to the World Wide Web (and in some cases to other Internet resources as well)
SECTION TWO: TERMS AND CONDITIONS
This Agreement details the terms and condition under which the Club will receive the Quwho Services from Company.
2.1 - Scope
Under the terms of this Agreement, the Club will be entitled to a web-based platform that displays the Club's membership information, events, news, and other services available. It is the responsibility of the Club to provide a logo and any customization requirements for the site. The site contents and intended purpose is for Club members to share and collaborate on club-related issues and events, and may not be expanded beyond the interest of the Club activities. The contents of the web site should be consistent with the Club's policies and practice and may not include any illegal, infringing, or potentially offending material. Company reserves the right to terminate this Agreement at any time if the content, message, or attitude of the Club site is deemed controversial or offensive to the public. This decision is made at Company's sole discretion. Company will be free to do so without prior notice and/or explanation. In such case the Club agrees that there will be no monetary refund of any prepaid fees for the services. Each Club will be entitled to a web site accessed with an address unique to its Club. Any Club that wishes to register or already has its own URL needs to set this up with their domain registrar and can have this URL forwarded or redirected to the Quwho URL. Company reserves the right to change the specifications and layout of the Quwho programs and services without prior notice.
2.2 Use of the Services. Club may allow its active members or recognized users to access the Services under the terms and conditions of this Agreement or other written agreements between the Club and Company. The Club may not resell, distribute, use on a timeshare or service bureau basis, or otherwise directly generate income from the Services. The Club will not modify, make derivative works of, disassemble, decompile, or reverse engineer the Services or any component thereof.
TRIAL USAGE CONDITIONS
2.3 - Pricing
Company reserves the right to review the price structure and apply it to all clubs or only to select clubs as and when necessary. When such action becomes necessary, a 30-day notice will be given and any price adjustments will be applicable at the start of a Club's renewal period. All prices quoted are in U.S. dollars. A separate agreement is needed for clubs outside the U.S. The Club will pay a subscription fee based on the option selected at signup or as later modified. The Club will provide and maintain a current credit card on file with the Company. The Club authorizes the automatic payments for Services on this credit card. The fees charged will be based on the number of active members listed in the Club’s database as of the billing date. For the latest fees, please always refer to our website. Fees and pricing recited here apply only to the Services and not to any separate agreements with the Club.
2.4 - Advertising
The Quwho Site pages and emails sent from Quwho may contain advertising. This advertising is controlled by Company according to Company’s acceptance guidelines.
2.5 - Agreement Period and Renewal
This Agreement will be valid for the subscription period and will automatically be renewed provided all fees are paid on or before the due date including fees related to any separate agreements with the Club.
SECTION THREE: RIGHTS AND LIABILITIES
3.1 - Limitation of Liability
It is expressly agreed that Company's maximum liability for damages hereunder, regardless of the form or basis of legal action, whether in contract, warranty or tort, shall in no event exceed the actual subscription payment received by Company for the services pursuant to this Agreement for 12 months or such lesser prorated amount if fewer than 12 months have elapsed since the effective date.
3.2 - Service Availability and Response Time
WARRANTY DISCLAIMER. THE CLUB UNDERSTANDS AND AGREES THAT THE SERVICES, AND ANY ASSOCIATED SOFTWARE, ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY MAKES NO WARRANTY OR REPRESENTATION REGARDING THE SERVICES, ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH THE SERVICES, THE SITE, OR THAT THE SERVICES WILL MEET ANY CLUB OR MEMBER REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF THE SERVICES AND THE SITE ARE AT THE CLUB'S AND/OR MEMBER'S SOLE RISK. THE CLUB AND ITS MEMBERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE CLUB, THE MEMBER, THE SITE, AND ANY LINKED SITES RESULTING FROM THE USE OF SUCH SERVICES OR WEBSITE.
3.3 - Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY, ITS AFFILIATES, ASSOCIATES, OR ASSIGNS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, INTERRUPTION, LOSS OF INFORMATION OR DATA, PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES, OR ANY OTHER PECUNIARY LOSS) INCLUDING BUT NOT LIMITED TO CLAIMS ARISING OUT OF, OR RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES, THE SITE, OR ASSOCIATED SOFTWARE, WHETHER ARISING IN TORT (WARRANTY), CONTRACT, OR ANY OTHER LEGAL THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR, IF REASONABLY FORESEEABLE, INCURRED BY THE CLUB OR CLAIMED AGAINST THE CLUB BY ANY OTHER PARTY, NOR SHALL COMPANY BE HELD LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM AN EVENT OF FORCE MAJEURE. IN ANY CASE, COMPANY’S MAXIMUM CUMULATIVE LIABILITY AND THE SUBSCRIBING ORGANIZATION'S AND ITS MEMBERS' EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE CLUB FOR THE SUBSCRIPTION SERVICES (EXCLUDING ANY PER USE OR PROFESSIONAL SERVICE FEES) DURING THE TERM OF THIS AGREEMENT BUT NOT TO EXCEED 12 MONTHS EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
3.4 - Ownership Rights
The Services, this Website, and all Content, and all trademarks, including but not limited to all material distributed or presented to the Club or its Members through the Services by Quwho or its Third Party Providers or on the Linked Sites, and all rights and intellectual property rights therein, are the sole property of Company or its Third Party Providers, and are protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Any comments, suggestions or ideas or other information submitted to Company through this Website, in writing, by e-mail or otherwise to Company will be the property of Company and Company will have all rights therein without any obligation to compensate the Club or its Members. All information uploaded by Club or its Members will remain the sole property of the Club, its Members, or any party with rights therein. Any rights not expressly granted herein are reserved. All materials published by Company and its Third Party Providers, including but not limited to text, graphics, names, logos, service marks, and trademarks, and information contained on any Linked Sites (collectively, the "Content") are the property of or controlled by Company or the party credited as the provider of the Content. The Club and its Members will respect all proprietary rights of Company and its Third Party Providers in and to the Content, Site Name, Services, and Site, any products or other services obtained therefrom.
3.5 - Assignment. The Club may not assign or delegate its obligations under this Agreement either in whole or in part, without the prior written consent of Company.
3.6 - Governing Law
This Agreement shall be governed by the laws of the State of Florida. To the extent court action is permitted hereunder, the Club shall submit to the personal and exclusive jurisdictions of the courts located within in Orange County, Florida and waiver any objection as to venue or inconvenient forum.
3.7 Representations of Club
By registering and accepting these Terms, the initial Site Administrator on behalf of the Club and all its Members, and each Member on its individual behalf, hereby represents and warrants to Company that:
a) He or she is the duly authorized Site Administrator or Member of the Club and has the authority and legal capacity to register and accept these Terms on behalf of the Club and to bind the Club thereto, and/or to register and accept the same on his/her own behalf and to be bound thereby;
b) (i) the Club and its Members are eli
gible to establish a Site and to become Members,
(ii) the Club and its Members accept and agree to be bound by these Terms, and the Club will take all steps necessary to ensure that its Members so accept and are bound by the same, without limitation or qualification, and
(iii) the Club and Members will regularly review these Terms, and in the event of any change, the Club's or Member's failure to promptly discontinue use of the Services and Site as provided in this Agreement will acceptance of these Terms by the Club, on its own behalf and on behalf of its Members, and of its Members to accept and be bound by such changes.
3.8 - Privacy
3.9 - INFORMATION
All trademarks, service marks, and logos used in this Website are the property of their respective owners. All contents of this website are the property of Company. Copyright © 2004-2015 Quwho, LLC. All Rights Reserved.
Company may display its trademark and taglines on the website free and clear of any impediment imposed by the Club for advertising and promotional reasons.