This agreement, including addendums, (collectively referred to as the "Agreement") is between you ("Member") and Smoke’s Clubhouse.com. ("us", "we" or "Company"), and governs your use of the VIP Membership on https://www.smokesclubhouse.com (the "Site"). Read the following terms before using or installing any software (the "Software") accompanied by this Agreement.
1. LICENSE AGREEMENT
We grant to Member a non-exclusive and limited license to use the Software, subject to the terms of this Agreement, for a term of three years from the date of this Agreement. We reserve the right, from time to time, in our sole discretion, to modify, change, update, discontinue, remove, revise, delete or otherwise change any portion of the Site (as defined below) or this Agreement, in whole or in part, at any time without notice and Member shall periodically review this Agreement and any other terms and conditions posted at the Site at a rate not less than once per month. For changes to this Agreement that we deem material, we will place a notice on the Site by revising the link on the homepage to read substantially as "Updated Terms of Service" for up to three (3) weeks or some other amount of time that we determine in our discretion. If you participate in any games, open, use or reuse the Software, enter the Site, the clubhouse, or accept any prize in any way after this Agreement has been changed, you will be deemed to have read, understood and unconditionally consented to and agreed to such changes. The most current version of this Agreement will be available on the Site and will supersede all previous versions of this Agreement. The term of this Agreement will be automatically extended for three years from the date you receive any Software upgrades or subsequent Software versions. The most current version of this Agreement will be available on the Site and will supersede all previous versions of this Agreement.
2. LICENSE RESTRICTIONS
You may not: permit other individual(s) to use the Software unless such other individual(s) agree to accept the terms of this Agreement; modify, translate, reverse engineer, decompile, disassemble or create derivative works based upon the Software; copy the Software; rent, lease, transfer, sublicense or otherwise transfer rights to the Software; remove any proprietary notices or labels on the Software, including the code underlying the Software; or use the Software for any reason other than your private use. Commercial use is expressly prohibited.
3. LIMITATIONS ON USE
You agree that you will use the Software in a manner that complies with all applicable laws in the jurisdictions in which you use the Software. We assume no responsibility for the actions by you, the Member. You acknowledge that if we are unable to determine where the Software is being used, that we may rely upon your representation and express acceptance of this restriction by clicking where indicated, and that you will only use the Software for free play.
We are not responsible for claims, losses or damages resulting from any play under any condition. Members are playing against each other and not against us. Play at this Site is at the sole option, discretion and risk of the Member. You are solely responsible for your interaction with other members. We reserve the right, but have no obligation, to monitor disputes between you and other members. Member is also responsible for maintaining the secrecy and security of his/her account passwords and other personal security information. We are not responsible for the unauthorized use of your, the Member's, account or any losses that may result, of such unauthorized use. You accept responsibility for all activities that occur under your account and agree you will not sell, transfer or assign your account. We may, in our sole discretion, and at any time, with or without notice, terminate your account, for any reason or no reason at all. If we disable your account, you agree that you will not create another one without our permission.
4. LIMITED WARRANTY
We do not warrant that your use of the Software will be uninterrupted or that the operation of the Software will be error-free or secure. We warrant to Member that the Software will operate for purposes of normal use for a period sixty (60) days from the date of this Agreement. In the event that this warranty is breached, our only obligation under this Agreement and Member's sole remedy is, at our option, to (a) have us replace your Software with new Software supplied by us; or (b) terminate this Agreement.
5. YOUR REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant to us as follows:
You have read and you understand this Agreement.
The execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time or both, conflict with or violate: (i) any provision of law, rule or regulation to which you are subject; (ii) any order, judgment or decree applicable to you or binding upon your assets or properties; or (iii) any agreement or other instrument applicable to you or binding upon your assets or properties.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not invalidate or render unenforceable any other part of this Agreement, but the Agreement will be construed as not containing the particular provision or provisions held to be invalid or unenforceable.
7. FREE PLAY ONLY
The Site does not permit members to wager real money and has no ability to accept deposits as it is a "free play" site only. Virtual Chip in members' accounts have no monetary value, and cannot be exchanged for anything of value and cannot serve as a medium of exchange. All references in the Site to "pots," "limits", "betting" or the like are solely for instructional or illustrative purposes and do not involve wagering real money.
8. CHAT POLICY
Please note that the ability to table chat is only available to all members. We strive to maintain a friendly and pleasant atmosphere for our members. While we cannot be held responsible for the conduct of any member, we do reserve the right to refuse use of our clubhouse to anyone who violates our code of conduct. The following is deemed inappropriate conduct:
Collusion with another member of any sort or any other form of cheating.
Agreeing to take any action when there is another member all-in.
Telling anyone your down cards before a hand is complete.
Needlessly stalling the action in a game.
Selling Virtual Chips for cash.
Attempting in any way to induce a member to leave a game to play in another.
Members conducting chats that are deemed inappropriate or abusive (in Company’s sole discretion) may have chat privileges revoked temporarily or permanently. This behavior includes (but is not limited to):
Verbally threatening any member or employee or using profanity or obscene language.
Making statements that could unfairly influence the action in a game (e.g., telling a member he has made the wrong hand).
Chatting in any language other than English during game play (trivial exceptions will be made).
Begging other members for Tournament Points.
Advertising websites or other commercial services.
Typing words, characters or phrases that make it difficult for others to use the chat feature.
Spamming tables with announcements of private tournaments, sit ‘n go events or other items the Company deems inappropriate.
Coaching members or suggesting how others should play their hand with respect to another member’s hands.
Management reserves the right to make decisions regarding any member’s chat behavior in its sole discretion. The decision of our management is final. When reporting member behavior that violates our code of conduct or reporting game concerns to member services, members should include table and hand numbers to indicate when and where the violation or problem took place.
9. VIP MEMBERSHIP AND SUBSCRIPTION FEE
VIP members receive certain membership benefits, which may vary from time to time and may include, digital assets, access to an on-line magazine, discount coupons, access to poker training sites and other special offers. We reserve the right in our sole discretion to substitute, modify or terminate specific member benefits. Please check "VIP Members" for current member benefits. You have no right to a specific member benefit.
VIP MEMBERSHIP FEES ARE PAYABLE IN ADVANCE. VIP MEMBERSHIPS ARE NOT REFUNDABLE IN WHOLE OR IN PART FOR ANY REASON.
We reserve the right to change the fees or billing methods at any time. Notice of any change will be posted at least thirty (30) days in advance of the change. You are responsible for reviewing the billing requirements to obtain timely notice of such changes. Continued use by you of the Clubhouse thirty (30) days after posting of the changes constitutes acceptance of such changes. If you decide to cancel your VIP membership, which you can do at any time up to five (5) days before the next billing period without being billed for the next period, we will not refund any fees accrued to your account before you canceled.
NON-VIP members and alternative means of entry members (see section 5 below) receive 5000 Virtual Chips when they open an account. If a Clubhouse account falls below 5000 Virtual Chips at 12:01 A.M. Eastern Standard Time on any day, the account will be reset to 5000 Virtual Chips at that time (the "Standard Virtual Chip Allotment"). If a member fails to use the entire balance of the Standard Virtual Chips Allotment on a given day, such member shall not be entitled to accumulate Virtual Chips more than the Standard Virtual Allotment. We reserve the right to modify the amount of Virtual Chips awarded including the Standard Virtual Chip Allotment in our sole and absolute discretion. Virtual Chips have no value.
Alternative means of tournament entry. OFFLINE, NO-PURCHASE-NECESSARY, METHOD OF ENTRY: As an alternate means of entry into VIP tournaments, a member must:
Register as a free, basic member.
For each period that you want to participate in VIP tournaments, each member must send a 3 inch x 5 inch card on which the member has legibly handwritten their Username, First and Last Name, Complete Mailing Address (e.g. Street, City, State, ZIP code), Email Address, and Date of Birth (each, a "Mail-In Registration"). Each Mail-In Registration must be placed in a single separate envelope, and mailed to 145 Palm Gardens Dr Camdenton, MO 65020. Multiple Mail-In Registrations in a single envelope are not acceptable. If multiple Mail-In Registrations are sent in a single envelope only one Mail-In Registration chosen in our sole discretion, will be processed. No metered mail will be accepted. No photocopies, reproductions or facsimiles of the 3 inch x 5 inch card are allowed. The usage of a service to provide the production of the 3 inch x 5 inch card will not be allowed.
For each individual Mail-In Registration, the member will be given a 30-day period to participate in VIP tournaments. The period will begin on the Monday following the day the Mail-In Registration is processed. Limit one Mail-In Registration per person, per 30-day period. For clarification and the removal of doubt, once your 30-day period to participate in the Club tournaments expires, you will need to submit a new Mail-In Registration in order to obtain a new 30-day registration. We are not responsible for any lapses in registration.
Approved Mail-In Registrations will receive a 30-day VIP Membership and will have access to all VIP Tournaments.
We will post a listing of all upcoming tournaments in the game lobby. The game lobby is viewed by accessing the Software and clicking on the tournament game links.
We shall not be responsible for late, lost, illegible, incomplete, stolen, misdirected, mutilated or postage-due mail. We will advise you of your eligibility dates by email. The odds of winning any prize will be the same by mail in entry as by online VIP membership in the Clubhouse. The odds of qualifying through a qualifying tournament will be the same by mail in entry as by online VIP membership in the Clubhouse, and all participants entering through this means will be accorded equal opportunities to participate and win in events held at the Clubhouse, and will depend on the number of entrants.
10. MEMBER ELIGIBILITY AND PRIZE CLAIMS
Subject To State and Local Laws.
You are subject to the laws of the country, state, city or other legal entity (collectively "Jurisdiction") in which you reside and/or from which you access the Software and/or the Site. Access to the Software and/or the Site may not be legal for some Jurisdictions or for all residents of, or persons present in, certain Jurisdictions. We have installed filtering systems designed to limit access from known ineligible Jurisdictions. It is your responsibility to comply with law in your jurisdictions. We do not make any representation or warranty, express or implied, as to the lawfulness of your participation in the tournament sweepstakes, or that materials on the Site are appropriate for your use. The information contained herein does not constitute an offer, solicitation or invitation by us for the use of any service in any Jurisdiction in which such activities are prohibited or restricted. We further reserve the right to require you to provide proof that you are eligible to participate and win prizes in the Clubhouse tournament sweepstakes prior to payment of any winnings or prizes. We also reserve the right, in our sole and absolute discretion, to refuse service and access to any potential participant.
For persons within the United States, to open an account and/or participate in any tournament offered on the Site, you must:
be a natural person, at least 18 years old, who is assigned to the e-mail address submitted on your account registration form;
be a U.S. citizen or resident alien with a U.S. address;
be physically located within the U.S.; and
be physically located in a U.S. state in which participation in the tournaments offered on the Site is unrestricted by law.
The rules governing sweepstakes, contests, and tournaments with entry fees and/or prizes are set up by each individual state. See list of ineligible states.
VOID WHERE PROHIBITED OR RESTRICTED BY LAW. If you open an account and/or participate in any tournament offered on the Site while located in a prohibited Jurisdiction, you will be in violation of the law of such jurisdiction and these Terms of Service, and will be subject to having your account suspended or terminated, and you will NOT BE ELIGIBLE to claim any prizes won and your membership fees may be refunded. However, if we determine that you made a deliberate effort to avoid these rules, then, in our sole and absolute discretion we may refuse to refund your membership fee.
Mail-in entry for tournaments is not available to residents of states in which Clubhouse services are not available.
The following persons are also ineligible to receive any prize offered on the Site: employees, officers, and directors of the Site, its parent companies, subsidiaries, and affiliated companies; and any other person with access to non-public information regarding the operation of any tournament offered on the Site.
Parental Control. Parental control protections (such as computer hardware, software or filtering services) are commercially available and may assist you in limiting access to material that is harmful to those under eighteen (18) years of age, or the legal age to participate in the tournament sweepstakes in the applicable Jurisdiction, whichever is higher.
Our employees, officers, directors, and their immediate family members are not eligible to participate in any of the tournaments which award cash, merchandise, and/or Tournament Points. For purposes of the foregoing "immediate family" means parents, grandparents, spouses, children, siblings or any members of the same households of such employees, officers, and directors.
Only eligible members may claim prizes. All prizes must be claimed within 180 days of the end of the month in which the prize is won. You may be required to execute an Affidavit of Eligibility, a Liability Release and (where imposing such condition is legal) a Publicity Release (collectively, "Prize Claim Documents") to claim a prize. You may be required to send us a complete and legible W9 tax form or other required tax form (collectively, the "Tax Forms") to claim a prize. Failure to make a prize claim, prove eligibility, sign and return all Prize Claim Documents and sign and return all Tax Forms within 180 days will give rise to the presumption that the member is ineligible and agrees to forfeiture of the prize.
11. RIGHT TO CANCEL OR MODIFY TOURNAMENT SCHEDULE OR GAMES OFFERED
No warranty or representation is made that the prize pool will consist of a specific amount or number of tournaments or kind of tournaments. We reserve the right, in our sole discretion, to modify the tournaments, kinds and types of games offered and the scheduling of all games and tournaments. If we, IN OUR SOLE DISCRETION determine that operating the tournament sweepstakes IN WHOLE OR IN PART is not feasible for any reason, including, but not limited to, a change in the risk of operating the contests, or insufficient participation in one or more of the tournament contests, then we may cancel OR MODIFY all or any of the tournaments and we shall owe you nothing. You understand and acknowledge that as a VIP member, you are receiving benefits of membership exclusive of the opportunity to participate in tournaments and that you may terminate your membership in accordance with this Agreement.
12. PRIZE SUBSTITUTION
We reserve the right to provide substitute prizes or cash value in the event that we or the vendor are unable to meet reasonable delivery requirements or in the event that a tournament winner is located outside the continental United States. See general list of tournament prizes.
13. PRIZE DELIVERY TIME
Unless otherwise specified, PRIZES, whether cash or merchandise, when claimed by the winning member, will be shipped within 30 days after Smoke’s Clubhouse has confirmed the winner’s prize eligibility and processed the prize claim. All goods are shipped F.O.B. Origin, and accordingly we take no responsibility for any damage incurred during shipping. In certain specifically disclosed merchandise tournaments, we may choose to bear the cost of shipping within the continental U.S., although we are under no obligation to do so.
14. MERCHANDISE PRIZE WARRANTIES
In the case of merchandise covered by a manufacturer’s warranty, the manufacturer and not the Site is responsible for defects, subsequent use or misuse or covered repairs. In the case of merchandise not covered by a manufacturer’s warranty, the merchandise is offered as is, and we are not responsible for any defects, use or misuse or repairs. We make no representations or warranties with respect to the authenticity or genuineness of any merchandise prizes, particularly collectible prizes.
15. TRAVEL PRIZES
Prizes involving travel and tourism will be from a specified list of cities. Any player who wins such a prize and wishes to depart from a city not on the specified list will be required to provide his or her own transportation to one of the specified cities. Information required to make the reservations for a travel prize, including the names and ages of all travelers, departure city, and, if applicable, choice of travel dates, must be provided within one week of the initial request for such information, or the prize may be voided. We are not responsible for any damage, injury or other liability incurred in connection with any travel or tourism, nor are we responsible for any cancellation, postponement, rescheduling or quality control issues with respect to fulfillment by the third-party travel or tourism providers.
United States Federal Tax Regulations requires that you complete and return form W9 and that we issue you a form 1099 at the end of each calendar year if you have won prizes of $600.00 or more in the calendar year. However, you remain solely responsible for paying all federal and other taxes in accordance with the laws that apply in your state, province, and/or country of residence. Smoke’s Clubhouse will retain a copy of your W9 after submittal for 3 years. You will be required to submit a new W9 form the next time your annual winnings are $600 or more.
As with our cash prize tournaments, members are responsible for applicable income taxes for merchandise prizes. Either the Manufacturer’s Suggested Retail Price, or Site acquisition price, at our discretion, will be used as the cash value of the merchandise prize.
17. PROMOTIONAL ACTIVITIES
By registering for an account, you agree that we may display, publish, print, broadcast and use, worldwide, in any media at any time, now or hereafter created, in any and all languages, your name, username, prize winnings, tournament records, picture, voice, likeness, and/or biographical information for promotional purposes without additional compensation. You agree to execute such releases as we may require for this purpose. If requested, prize winners agree to wear our branded clothing for the duration of any applicable TV events and tournament or any other part of a tournament or promotion that is recorded for television.
Continuing Duty and Affirmation. Each time you use the Site, you represent and warrant to us that:
you are at least eighteen (18) years of age, or the legal age to participate in a tournament sweepstakes in the applicable Jurisdiction, whichever is higher;
your access to the Software and/or the Site, your participation in tournament sweepstakes, and our offering and operating the tournament sweepstakes are legal in your applicable Jurisdiction;
the e-mail address submitted by you is owned or controlled by you; and
all information you provide is true, accurate, current and complete.
All such representations and warranties are relied upon by us.
By applying for registration, you authorize us to make any and all inquiries as we in our sole discretion consider necessary to verify the information provided by you. We may require you to submit such proof of age, identity and place of residence as we may require, at any time. We reserve the right to suspend and/or terminate your registration and/or account if we have grounds to suspect that any of your provided information is untrue, inaccurate, not current or incomplete. You maintain the responsibility to promptly update the information provided at registration to keep it true, accurate and complete.
Changes to Your Account.
In the event of changes to any of your personal account details or other financial information relevant to your account, you must inform us immediately by sending an e-mail to email@example.com
One Account Only.
You may only register one account for yourself. You hereby acknowledge and agree that you shall not register more than one account for yourself. If it is determined that you have registered more than one account, then you acknowledge and agree that you shall not be eligible to win any prizes and you may be excluded from play.
19. CLUBHOUSE SERVICES BILLING
By completing the VIP membership registration, you authorize us to charge applicable recurring Clubhouse VIP membership fees to your designated credit card or debit the applicable recurring Clubhouse VIP membership fees from your designated checking or savings account. Monthly VIP Clubhouse members are billed on a calendar-month cycle, which begins upon Clubhouse VIP membership registration and ends one calendar month thereafter. The date you are billed is the same date each month. That date is determined by the date the account is first billed. If that day of the month does not exist in a subsequent month, then the payment will be made on the first day of the following month and will stay permanently on that day. (For example, if a player started his subscription on January 31, then his next payment date would be March 1 and then April 1, etc.)
If you do not cancel before the end of the period, we will automatically renew your applicable Clubhouse membership payment plan at the end of the period, and you will be billed according to the plan you are currently on.
You are responsible for reviewing the terms and conditions section to obtain timely notice of such changes. Continued use of the Site and/or Software thirty (30) days after the posting of any changes means that you accept such changes. If you decide that any change is unacceptable, you may cancel your Clubhouse VIP membership. To cancel your Clubhouse VIP membership, visit the account page and click cancel. You can cancel your Clubhouse VIP membership at any time.
20. ACCOUNT IDENTIFIERS
Secrecy Obligation. Once you have selected and been allocated a unique username and password ("Identifiers"), it is your responsibility to keep these Identifiers secure and confidential. Some or all these Identifiers are required to access certain areas of the Site. In the event that you are concerned that they are no longer secure and confidential, you should immediately notify us by sending an e-mail to firstname.lastname@example.org, whereupon new Identifiers may be selected and allocated and any future transactions under the previous Identifiers may be voided, at our sole discretion Without limiting the foregoing, any transactions made and accepted on the Site where your Identifiers have been used (and where you have not previously notified us as provided herein) will be treated as valid.
No Transfer. Your account is not transferable. Under no circumstances shall you allow or permit any other person or third party, including without limitation any person under the legal age, to participate in tournament sweepstakes, and in no event allow or permit any person under the age of eighteen (18) years, to use or re-use your account or your Identifiers in such a way that may breach the standards or laws in any Jurisdiction where you are located and/or are a resident, or where such other person is located and/or is a resident. Any person found to have violated this section will not be entitled to collect any prizes or winnings and may be reported to the relevant authorities.
You Are Responsible. You agree to be solely responsible for all use of the Site and the Software (including without limitation participation in tournament sweepstakes) through the use of any of your Identifiers (except where you have notified us as provided above) and you agree to indemnify and hold us harmless, along with our parent company, affiliates, managers, agents and directors, licensors and licensees, and our and their respective officers, directors, employees and contractors for any and all claims, losses, liability, damages and costs (including attorneys' fees and expenses) arising from such use.
21. SITE USE
Services May Change or End. We reserve the right, in our sole discretion, at any time and without notice to you, to add, alter or discontinue services offered on the Site without creating any obligation to you.
You Must Obey Guidelines and Rules. When using the services on the Site or the Software, you agree that you are subject to any guidelines, policies or contest rules applicable to such services, which may be posted from time to time. All such guidelines, policies or contest rules are hereby incorporated by reference into these terms. You fully accept that all computer instructions and responses sent over the Internet to and from us and/or through use of software will be binding on you. Your commercial use of the Site or any of the online contests is strictly forbidden. See General Rules of the games offered.
Telecom and Access Fees. You are solely responsible for obtaining access to the Site and/or the Software and that access may involve third party fees, including without limitation, Internet service provider, telephone, cable or airtime fees. You are solely responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are solely responsible for all equipment necessary to access the Site and/or the Software.
Odds, Risk and Fair Play. You acknowledge and agree that the tournament sweepstakes are skill based contests that measure your ability to play poker and manage risk against the skills of others and that you are not likely to profit from this entertainment endeavor. The results of all tournaments offered on the Site depend on the number of the players participating in such tournaments; precise odds of winning are therefore unavailable.
Cheating. You acknowledge and agree that you shall not cheat, attempt to cheat, or otherwise interrupt or attempt to interrupt the operations of the Site or any particular Site service or contest. If we believe in our sole discretion that you have engaged, or attempted to engage, in any act to cheat, use automated technology or otherwise unfairly alter your likelihood of winning, or to otherwise commit fraud with regard to the Site, then, in such an event, you will forfeit all prizes or winnings to which you may otherwise be entitled, and we reserve the right to institute civil or file criminal proceedings against you and to report you to the relevant regulatory authorities.
Behavior & Responsibility.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of any website or use of any portion of the Site for any commercial purposes.
You shall not register multiple accounts or use any automated technology, including but not limited to robots, scripts, macros, and/or programs, LAN play, or engaging in team play on any of our websites. You acknowledge and understand that any attempt to participate in any service offered on any of our websites by means of automatic, macro, programmed, or similar methods, or to otherwise commit fraud in regards to any of our websites, will result in civil and/or criminal prosecution, termination of your account, and forfeiture of all winnings to which you may otherwise be entitled.
You shall accept and abide by the contest rules set forth on the contest rules web page, to be amended from time-to-time at our sole discretion.
You agree that we are not liable for any loss caused by any unauthorized use of your credit card or checking or savings account by a third party in connection with any of our sites or any third party sites.
Any attempt to defraud us through the use of credit cards, checking or savings accounts, or any other form of payment, regardless of the outcome, or any failure by you to honor charges or requests for payment will result in immediate termination of your account, forfeiture of any winnings to which you are otherwise entitled, and civil and/or criminal prosecution.
You agree that we are not, and shall not be, responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Site or your account.
You, as the holder of your account, are solely responsible for all obligations and are entitled to all benefits therefrom, and may not allow any other person to access your account, access any of our websites, accept any winnings, or participate in any services using your account information. Your account is not transferable to any other person. By registering and/or participating in any services offered on the Site, you agree to indemnify, defend, and hold us harmless from or for any claims, liability, damages, and/or costs (including attorneys' fees) arising from any use of your account by any person.
You agree to never transmit data, conversation, or any other information that may (i) be defamatory or offensive, (ii) be slanderous, (iii) be rude, (iv) infringe the rights of any third party, (v) provide information regarding playing contests on the Site, or (vi) be deemed generally unacceptable behavior in our sole discretion.
You acknowledge that full freedom from errors and incompleteness is impossible to achieve with respect to computer software. If you become aware that the Software contains any error, or is incomplete, you shall immediately notify us by e-mail at email@example.com. You agree to refrain from taking any advantage whatsoever of that error or incompleteness and we reserve the right to recover any such advantage that you do gain from such error or incompleteness, as well as all associated costs, damages and expenses in making such recovery. We will not be liable for any alleged winnings that are, in our sole discretion, the result of a system error or malfunction.
Verification. Whenever we request additional verification, proof or documentation from you, including without limitation a copy of your passport, driver's license or utility bill, such materials must be sent by facsimile, mail or such other means of communication specified by us. Such materials will become our property and will not be returned to you.
You understand and agree that Company may, in its sole discretion and at any time, terminate your password and/or account, cancel accumulated Virtual Chips an alter the amount and prohibit you from accessing the Site, in whole or in part, for any reason or no reason at all, at any time in its sole discretion, with or without notice. You understand and agree that Company may take any one or more of these actions without prior notice to you. Should Company take any of these actions, it may, in its sole discretion, immediately deactivate and/or delete any or all information about and concerning your account, including your registration information. You understand and agree that Company shall not have any liability to you or any other person for any termination of your access to the Site, the Software and/or the removal of information concerning your account. Company will determine your compliance with this Agreement in its sole discretion and its decision shall be final and binding and not subject to challenge or appeal. Any violation of this Agreement may result in restrictions on your access to all or part of the Site and may be referred to law enforcement authorities. No changes to or waiver of any part of this Agreement shall be of any force or effect unless formally posted or made in writing and signed by a duly authorized officer of Company. Upon termination of your membership or access to the Site, or upon demand by Company, you must destroy all materials obtained from the Site and all related documentation and all copies and installations thereof. You are advised that Company will aggressively fully enforce its rights of the law. Nothing contained in this Agreement shall limit Company in its exercise of any legal or equitable rights or remedies.
23. THIRD PARTY WEBSITES
Other Sites Are Not Our Responsibility.
This Site may link you to other websites that may contain information or material that some people may find objectionable. These other websites are not under our direct control and you acknowledge that we are not responsible for the accuracy, copyright and trademark compliance, legality, decency or any other aspect of the content of such websites. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third party content, goods or services available on or through any such website.
You hereby acknowledge and agree that we and/or our affiliates, licensors and licensees may market products and services to you in the future.
24. PROPRIETARY RIGHTS
You acknowledge and agree that all content and materials available on the Site are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Designated trademarks, service marks and brands are the property of their respective owners. Reproduction, copying, or redistribution for commercial purposes of any materials or design elements on the Site is strictly prohibited without the express written permission of the respective owner. Except as expressly authorized in writing, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content. Notwithstanding the above, you may print or download one copy of the materials or content on the Site on any single computer at any given time for your personal, non-commercial use, provided you keep intact all copyright and other proprietary notices. Use of the content or materials for any purpose not expressly permitted in these terms is strictly prohibited.
License. You are hereby granted a personal, non-transferable and non-exclusive right and license to use any necessary software used in connection with the Clubhouse services on any single computer at any given time, provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, decompile, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including, without limitation, for the purpose of obtaining unauthorized access to the Site. You agree not to access the Site by any means other than through the interface that is provided by us for use in accessing the Site.
25. NO WARRANTY
YOUR USE OF THE SITE IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE ("MATERIALS") ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE MATERIALS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE ON BEHALF OF OURSELVES, OUR PARENT COMPANY, OUR AFFILIATES, OUR SUBSIDIARIES AND OUR LICENSORS DO NOT WARRANT THAT THE MATERIALS ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SITE WILL MEET YOUR REQUIREMENTS; THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
WE DO NOT WARRANT ANY CLIENT SOFTWARE YOU MAY DOWNLOAD FROM THE SITE OR FROM RELATED SITES. ALL MATERIALS, INFORMATION, CLIENT SOFTWARE, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE ("CLIENT MATERIALS") ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE CLIENT MATERIALS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ON BEHALF OF OURSELVES, OUR PARENT COMPANY, OUR AFFILIATES, OUR SUBSIDIARIES AND OUR LICENSORS DO NOT WARRANT THAT THE CLIENT MATERIALS ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SITE WILL MEET YOUR REQUIREMENTS; THAT THE CLIENT MATERIALS OR SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS IN THE CLIENT MATERIALS WILL BE CORRECTED; OR THAT THE CLIENT MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CLIENT MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
26. LIMITATION OF LIABILITY
IN NO EVENT SHALL WE, OUR PARENT COMPANY, OUR AFFILIATES, OUR SUBSIDIARIES OR OUR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SITE, INCLUDING UNAUTHORIZED ACCESS TO OR ALTERATIONS TO YOUR TRANSMISSIONS OF DATA. UNDER NO CIRCUMSTANCES WILL WE, OUR PARENT COMPANY, OUR AFFILIATES, OUR SUBSIDIARIES OR OUR LICENSORS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SITE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE OR OUR LICENSOR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EACH MEMBER SPECIFICALLY WAIVES ANY BENEFIT UNDER CALIFORNIA CIVIL CODE SECTION 1542 WHICH PROVIDES "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR".
27. SOLE REMEDY
IN ANY EVENT, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY LIABILITY RELATING TO OR ARISING OUT OF THE SERVICE OR THIS AGREEMENT, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE AND TERMINATE THIS AGREEMENT.
You agree to defend, indemnify and hold harmless ourselves, our parents, our affiliates, our subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, and our licensors from all liabilities, actions, claims and expenses, including legal fees, asserted by any third party, governmental body or governmental agency, arising out of or relating to: (a) this Agreement; (b) your use of the Site, including any data or work transmitted or received by you or any service provider; (c) your connection to our websites; (d) your violation of this Agreement; (e) your violation of any gaming regulations, edicts or laws to which the you are subject; or (f) your violation of any rights of a third party or service provider.
Members are reminded to print all transaction data, payment methods and this Agreement to avoid misunderstandings at a later time.
29. GOVERNING LAW/JURISDICTION
ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEABILITY OF THIS AGREEMENT OR THE RIGHTS AND OBLIGATIONS OF MEMBERS OR WPT IN CONNECTION WITH THE SITE, THE SOFTWARE AND THE PROGRAM SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE UNITED STATES OF AMERICA, STATE OF MISSOURI WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OF CONFLICT OF LAW RULES OR PROVISIONS THAT WOULD CAUSE THE APPLICATION OF ANY OTHER JURISDICTIONS LAWS.
The state and federal courts located in Jefferson City, MO shall have exclusive jurisdiction over any suit or other proceeding arising out of or based upon this Agreement, and by using the Site, each Member hereby waives any claim that he or she is not subject personally to the jurisdiction of said courts or that any such suit or other proceeding is brought in an inconvenient forum or improper venue.