THIS TERMS OF SERVICE AGREEMENT ("AGREEMENT" OR "TERMS") IS A LEGAL AGREEMENT BETWEEN YOU ("YOU", "YOUR", OR "CUSTOMER") AND THE BAGEL CLUB ("WE", "TBC", THE "COMPANY", OR "BAGEL CLUB"), THE OWNER AND OPERATOR OF THE WWW.THEBAGELCLUB.COM WEBSITE AND THE RELATED BAGEL CLUB MOBILE APPLICATIONS. THIS AGREEMENT STATES THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE AND APPLICATION OF ALL SERVICES, FEATURES, GIFT CARDS, CREDITS AND RESOURCES AVAILABLE OR ENABLED VIA THE SITE AND/OR APPLICATIONS (COLLECTIVELY, WITH THE SITE AND APPLICATIONS, THE "SERVICES"), AND YOUR PURCHASE OF THE MEMBERSHIPS AND PRODUCTS SOLD THROUGH OUR SERVICES. BY ACCESSING AND USING ANY OF THE SERVICES, YOU ARE INDICATING THAT YOU ACCEPT, AND AGREE TO COMPLY WITH, THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU ARE NOT PERMITTED TO, AND YOU MUST NOT, ACCESS OR USE THE SERVICES OR PURCHASE PRODUCTS FROM OR MEMBERSHIPS TO, THE BAGEL CLUB. By signing up for a Membership (as defined below), you represent, acknowledge and agree that you are at least 18 years of age, or if you are under 18 years of age but are at least 13 years old, that you are using the Site with the consent of your parent or legal guardian and that you have received your parent's or legal guardian's permission to enter into this Agreement. If you are a parent or legal guardian who is registering for a child, you hereby agree to bind your child to this Agreement and to fully indemnify, release and hold harmless BAGEL Club if your child breaches or disaffirms any term or condition of this Agreement.
PLEASE BE ADVISED THAT THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN US ARE RESOLVED, WHICH INCLUDE A JURY TRIAL WAIVER AND A CLASS ACTION WAIVER.
The Bagel Club may add to, change or remove any part of the Site, including, without limitation, any Content (as defined below) therein, at any time without prior notice to you.
Customers agree to provide accurate, current, and complete information as required for the purchase of the Products and Memberships (both as defined below in Section 3.1). The Bagel Club reserves the right to block further sales to Customers who provide false, inaccurate or incomplete data. Customer acknowledges that The Bagel Club uses a third party payment processing service to process orders and bill fees to your credit card.
You are responsible for maintaining the confidentiality of your passwords, and you are responsible for all activities that occur using your passwords or accounts. You agree not to share your passwords, let anyone else access your passwords or do anything else that might jeopardize the security of your passwords. You agree to notify The Bagel Club if there is any unauthorized use of your password or if you know of any other breach of security in relation to the Services.
Subject to your compliance with this Agreement, The Bagel Club hereby grants you a limited, personal, revocable, non-transferable, non-sub-licensable, and non-exclusive license to access the Services and use the content, information, text, images, graphics, interfaces, audio and video clips and any other materials displayed through the Services (collectively, the "Content"), solely for your personal, non-commercial use. You may not copy, modify, reproduce, publicly display or perform, distribute, or otherwise use the Content except as expressly set forth in this Agreement. You may not remove any copyright or other proprietary notices from any Content. If you breach any term of this Agreement, your authorization to use the Services and Content automatically terminates without notice to you.
You hereby represent and warrant that you will not, and will not induce any third party to: (a) attempt to disable or circumvent any security mechanisms used by the Services or Content or otherwise attempt to gain unauthorized access to any portion of the Services or Content or any other systems or networks connected to the Site, or to any server of The Bagel Club or its third party service providers, by hacking, password "mining", or any other illegal means; (b) use any "deep-link", "page-scrape", "robot", "spider", or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Services or Content; (c) use any device, software or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the Services or with any other person's use of the Services; (d) track or seek to trace any information on any other person who visits the Site or Applications, or uses our Services; (e) use the Services or Content for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by this Agreement or applicable laws, rules or regulations; or (f) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of any proprietary software used to provide, maintain, or otherwise applicable to the Site, Applications, Services, or Content.
The Bagel Club offers to its Members the ability to enter into an instant messaging session ("Chat Sessions") with a Bagel ClubMember Services Agent. In order to maintain a high standard of service and provide a safe environment for its MSAs, The Bagel Clubreserves the right to refuse, discontinue, and/or block you from Chat Sessions for acts we consider to be inappropriate, such as unreasonable demands, misrepresentations, personally threatening or offensive language, and/or erratic behavior or acts that violate the Terms of Service. If you do not agree to the Terms of Service, including these provisions relating to the Chat Sessions, please do not use the Chat Session service. Due to account security restrictions MSAs are not able and will not fulfill certain types of requests. If your request requires making a payment OR canceling your service, please log onto your account or email Member Services at firstname.lastname@example.org to complete such transactions. MSAs may request your account login user name, email address, or other personally identifiable information in order ensure the identity and security of the chat. MSAs are NOT supposed to ask you for your password or credit card or debit card information to confirm your account. If a MSA asks for your password or payment information, please immediately discontinue the Chat session and email The Bagel Clubat: email@example.com
The Bagel Club sells New York and Montreal style Bagels to end-user customers who purchase monthly memberships to receive the Products only for their own personal, non-commercial use. You may not purchase Products or Memberships for further distribution or resale or for any other commercial or business purpose. The Membership and all rights and privileges conferred are personal and non-transferable.
Pricing for Products and Memberships (including any applicable shipping and handling fees) can be found on The Bagel Club's then-current pricing page located on the Site at: http://www.thebagelclub.com/pricing. The price that we will charge you for the Products and Memberships will be the price as posted on the Site on the date you first sign-up for a Membership to the Site. The Bagel Clubreserves the right to change prices for Products and Memberships at any time, and does not provide price protection or refunds in the event of promotions or price decreases.
If you are dissatisfied with one of our Products for any reason, The Bagel Club will refund the amount paid for your most recent month of service. Refund requests must be made directly to The Bagel Clubat firstname.lastname@example.org. All refund requests must be made within thirty (30) days of the date of shipment by The Bagel Club. The Bagel Clubis not liable for Products that are damaged or lost in transit to The Bagel Club. Promptly following The Bagel Club's receipt of your request (typically within five (5) business days), The Bagel Clubwill credit the amount paid for the returned Product (less any shipping and handling costs/fees related to the original purchase, which are non-refundable) to the credit card you used to make the original purchase. Notwithstanding the foregoing, The Bagel Clubdoes not control when a specific credit card company processes a chargeback transaction. You are responsible for contacting your credit card company if you have questions about the status of the chargeback.
The Bagel Clubwill not provide a refund for a request that is received by The Bagel Clubmore than thirty (30) days after the date of original shipment. The Bagel Clubalso does not provide a refund for returned Products that are damaged due to misuse, lack of care, mishandling, accident, abuse or other abnormal use.
The Bagel Clubaccepts credit card payments only. You agree to pay all fees charged to your account based on The Bagel Club's fees, charges, and billing terms in effect as shown on the payment page when you first sign-up for a Membership. You are also responsible for paying any sales and use taxes and shipping and handling fees that may apply to your purchase of Products or Memberships based on the address that you provide as the shipping address when you register for a Membership, and you authorize The Bagel Clubor the third party payment processing service provider that we engage to charge your credit card for any such taxes and fees. All payments shall be made by credit card in advance prior to shipping the Products. If you do not pay on time or if your credit card cannot be charged for any reason, The Bagel Clubreserves the right to either suspend or terminate your account and Membership and terminate these Terms of Service. All sales and payments will be in US dollars.
The Bagel Cluband The Bagel Club's third party payment service provider may receive updated credit card information from your credit card issuer. The disbursement of the updated credit card information is provided to The Bagel Club and The Bagel Club's third party payment service provider at the election of your credit card issuer. Neither The Bagel Club nor The Bagel Club's third party payment service provider is responsible for the distribution of your credit card information. It is at the sole election of your credit card issuer. Your credit card issuer may give you the right to opt out of the update service. It is your responsibility to contact your credit card issuer with regards to your right to opt out of the update service.
IMPORTANT NOTICE TO CONSUMER:
MONTHLY MEMBERSHIP RENEWAL FEES WILL BE AUTOMATICALLY CHARGED TO YOUR CARD ON FILE EACH MONTH The Bagel Clubwill automatically renew your Membership on each monthly anniversary date of the Membership and, as authorized by you by checking the box demonstrating your consent for automatic monthly renewal of your Membership during the sign-up process, we will charge your credit card with the applicable Membership fee and any shipping and handling costs and sales or similar taxes that may be imposed on your Membership fee payments. Each Membership renewal period is for one month.
MEMBERSHIP CANCELLATION. You may cancel your Membership at any time by logging on to your account within thebagelclub.com. To cancel a membership, please log in to your account on the Site and select the "membership options" link at the bottom of the page, then follow instructions towards cancellation. All cancellation requests must be received by the first day of the month. Cancellation requests received after the first of the month shall take effect the following month. If you have any problems, please email email@example.com. The Bagel Clubrequires a reasonable amount of time to process your Membership cancellation request. If you cancel your Membership, you will enjoy your Membership benefits until the end of the then-current Membership term, and your Membership benefits will expire at the end of the then-current Membership term for which you have paid. You will not be eligible for a prorated refund of any portion of the Membership fees paid for any unused days of the then-current Membership term.
The shipment date will be determined according to whichever date is closer to the date of the Customer's first purchase date. Shipping dates are estimates only. All shipments are sent Priority Mail or First-Class mail via the US Postal Service. The risk of loss and title for all Products purchased via the Site pass to the Customer upon delivery of the item to the carrier.
The Bagel Cluboffers its members the ability to temporarily pause their Bagel Club Memberships ("Pause Period"). During the Pause Period, members will remain active members, but they will not receive any Bagel Club Products.
A Membership may be placed on a Pause Period for either a one, two, or three month period. During the Pause Period, members will remain a member of TBC, continue to receive communications from TBC via email, but will not be charged any maintenance or membership fee.
Members who are in a Pause Period may resume receiving TBC Products by logging into their account and Resuming shipping either immediately or on their original bill date. You may email any questions about the Pause Period to firstname.lastname@example.org.
The Terms of this Section 4 shall apply to the Users utilization of either the TBC iOS Application or TBC Android Application. The consideration of which terms apply is contingent on the Mobile Application downloaded and utilized by the User at the time of access to TBC Sites and Services. By way of example, if the User accesses the TBC Services on an Android device the Android terms shall apply and if the User accesses the TBC Services on an Apple device the iOS terms shall apply. For purposes of this section and to the extent applicable in this Agreement, together the iOS Application and Android Application shall be known as Applications.
Should any provisions in the terms, conditions, or other policies listed above conflict with these Terms, these Terms will control, solely to the extent such provisions apply to the Application.
i. 4.2-1 End-User License for Apple Application: Subject to these Terms, TBC grants the User a personal, non-exclusive, non-transferable, limited and revocable license to use the Applications for personal use only on an Apple iPhone, iPad, or iPod Touch ("iOS Device") owned or controlled by User as permitted by the Usage Rules contained in the Apple Terms and in accordance with these Terms ("User License"). Any use of the iOS Device in any other manner, including, without limitation, resale, transfer, modification or distribution of the iOS Application or text, pictures, music, barcodes, video, data, hyperlinks, displays, and other content associated with the iOS Application is prohibited. This Agreement and User License also governs any updates to, or supplements or replacements for, the iOS Application unless separate terms accompany such updates, supplements or replacements, in which case the separate terms will apply.
i. 4.3-1 End-User License for Android Application: Subject to these Terms, TBC grants the User a personal, non-exclusive, non-transferable, limited and revocable license to use the Applications for personal use only on an Android Device owned or controlled by User as permitted by the Usage Rules contained in the Android Terms and in accordance with these Terms ("User License"). Any use of the Android Application in any other manner, including, without limitation, resale, transfer, modification or distribution of the Android Application or text, pictures, music, barcodes, video, data, hyperlinks, displays, and other content associated with the Android Application is prohibited. This Agreement and User License also governs any updates to, or supplements or replacements for, the Android Application unless separate terms accompany such updates, supplements or replacements, in which case the separate terms will apply.
Services and features, such as The Bagel Club Credits, mobile gifting, feedback, account management, and interaction with social media sites, may use, maintain, or transmit User's personal information, including, without limitation, user names, passwords, proper names, email address, address, location, financial information (including credit card information), The Bagel Club Credits information, GPS location information, and information for and from third-party social-media accounts (collectively "User Information"). By acknowledging and agreeing to this Agreement, or by using the Applications, Site, or other Services, User consents to the transmission of User Information to TBC, including its agents and third-party partners, and consents to TBC, including its agents and third-party partners, receiving, collecting, storing, processing, transmitting, and using User Information for Application functionality and for the purposes disclosed in one or more of the TBC Privacy Policies identified in this Agreement.
Users are solely responsible for taking precautionary steps to protect User Information stored on the respective Applications, including without limitation password-protecting the respective Applications and employing Apple's or Android's remote-wipe feature.
Unless attributable to TBC's negligence or misconduct, users are also responsible for all payments and losses resulting from transactions and activities undertaken using Virtual The Bagel Club Credits registered in their names and agree to immediately notify TBC of any suspected unauthorized transactions associated with the Services or any other breach of security.
Users are prohibited from using the Applications, Site, or Services in any way that:
i. Harasses, abuses, stalks, threatens, defames any person, or otherwise infringes or violates the rights of any person (including but not limited to rights of publicity or other proprietary rights);
ii. is unlawful, fraudulent, or deceptive;
iii. Uses technology or other means to access unauthorized content or non-public spaces;
iv. Uses or launches any automated system or process, including without limitation, "bots," "spiders," or "crawlers," to access unauthorized content or non-public data;
v. Attempts to introduce viruses or any other harmful computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
vi. Attempts to damage, disable, overburden, or impair TBC servers or networks;
vii. Attempts to gain unauthorized access to a TBC computer network;
viii. Attempts to gain unauthorized access to TBC' user accounts;
ix. Encourages conduct that would constitute a criminal offense, or that gives rise to civil liability;
x. Violates these Terms in any manner; or
xi. Fails to comply with applicable third-party terms and conditions or other third-party policies (collectively "Acceptable Use").
TBC reserves the right, in its sole discretion, to terminate any User License, remove Content, assist law enforcement in the prosecution of criminal liability, or assert a civil or criminal legal action with respect to Content or use of the Applications or other Services, including any Virtual The Bagel Club Credits, that TBC reasonably believes is or might be in violation of these Terms, but failure or delay in taking such actions does not constitute a waiver of its rights to enforce these Terms.
4.6 User-Generated Content:
The User may generate content, written or otherwise, while using the Services ("User-Generated Content"). User acknowledges and agrees that User-Generated Content may be used, reproduced, displayed, modified, deleted, added too, adapted, and published by TBC (for example, in product marketing campaigns). User grants TBC and its successors a worldwide; irrevocable; transferrable; sub licensable; fully-paid and royalty-free; and non-exclusive license to use, reproduce, display, modify, delete from, add to, adapt, publish, and prepare derivative works from the User-Generated Information. User further acknowledges and agrees that the User, and the User alone, is responsible for the development of User-Generated Content.
User agrees to indemnify and hold harmless The Bagel Club, its affiliates, licensors, suppliers, and third-party service providers, and each of their respective directors, officers, employees, contractors, agents, successors, and assigns (collectively, the "The Bagel Club Parties") from all claims or causes of action, liabilities, damages, costs, fines, penalties, and expenses (including attorneys' fees) arising from or related to the User's misuse of the Services or Products, violation of these Terms, or violations of any rights of a third party, or any allegation thereof. The Bagel Club reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User will cooperate in asserting any available defenses. This provision does not require you to indemnify any The Bagel Club Party for any unconscionable commercial practice by such party, or for such party's negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact.
THE SITE, APPLICATIONS, OTHER SERVICES AND CONTENT ARE FURNISHED TO YOU "AS IS" AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. THE BAGEL CLUB, ON BEHALF OF ITSELF AND THE OTHER THE BAGEL CLUB PARTIES: (A) EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT REPRESENT OR WARRANT THAT THE SITE, APPLICATIONS, CONTENT, OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SITE, APPLICATION OR SERVICES WILL BE TIMELY, UNINTERRUPTED, STABLE, OR SECURE; (C) DOES NOT REPRESENT OR WARRANT THAT THE SITE, APPLICATIONS, CONTENT, OR SERVICES WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (D) DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OR CONDITIONS REGARDING THE USE OF THE SITE, APPLICATION, SERVICES OR CONTENT IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. YOUR USE OF THE SITE, APPLICATIONS, SERVICES AND CONTENT IS ENTIRELY AT YOUR OWN DISCRETION AND RISK.
THIS LIMITATION OF WARRANTIES IS A PART OF THE BARGAIN BETWEEN YOU AND THE BAGEL CLUB. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE BAGEL CLUB OR ANY PERSON ON BEHALF OF THE BAGEL CLUB SHALL CREATE A WARRANTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY.
NOTHING IN THIS SECTION SHALL EXCLUDE OR LIMIT THE THE BAGEL CLUB PARTIES' WARRANTIES, REPRESENTATIONS OR CONDITIONS TO THE EXTENT THEY MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH WARRANTIES, REPRESENTATIONS OR CONDITIONS WILL BE EXCLUDED AND LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, IN NO EVENT SHALL THE THE BAGEL CLUB PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY ECONOMIC DAMAGES ARISING FROM THE USE OF THE APPLICATIONS, SITE, OTHER SERVICES OR CONTENT, THE INABILITY TO USE THE APPLICATIONS, SITE OR OTHER SERVICES OR CONTENT, OR DEVICE FAILURE OR MALFUNCTION, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER ECONOMIC DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, OR LOST PROFITS, EVEN IF A THE BAGEL CLUB PARTY HAS BEEN' ADVISED OF THE POSSIBILITY OF SUCH ECONOMIC DAMAGES, THE FOREGOING DISCLAIMER OF PUNITIVE AND EXEMPLARY DAMAGES SHALL NOT APPLY TO RESIDENTS OF THE STATE OF NEW JERSEY.
IF, NOTWITHSTANDING THE FOREGOING, A THE BAGEL CLUB PARTY IS FOUND TO BE LIABLE FOR ANY ECONOMIC DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH YOUR USE OF THE SITE, APPLICATIONS OR OTHER SERVICES, THE RELEVANT THE BAGEL CLUB PARTY'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID THE BAGEL CLUB FOR THE PRODUCTS OR MEMBERSHIP, AS APPLICABLE; OR (B) THE SUM OF ONE HUNDRED DOLLARS (US $100). THIS LIMITATION EXPRESSLY APPLIES ONLY TO ECONOMIC DAMAGES ARISING FROM THE USE OF THE APPLICATION, SITE, OTHER SERVICES OR CONTENT AND DOES NOT APPLY TO PERSONAL INJURY OR ANY INJURY CAUSED BY ALLEGED FRAUD.
TBC, THE BAGEL CLUB,The Bagel Club logo, and other TBC trademarks, service marks, graphics and logos used in connection with the Applications and other Services are trademarks or registered trademarks of DD IP Holder LLC or other companies of TBC (collectively "TBC Marks"). Other trademarks, service marks, graphics and logos used in connection with the Applications and other Services are the trademarks of their respective owners (collectively "Third-Party Marks"). The TBC Marks and Third-Party Marks may not be copied, imitated or used, in whole or in part, without the prior written permission of TBC or the applicable trademark holder. The Applications and the Content are protected by copyright, trademark, patent, trade secret, international treaties, laws and other proprietary rights, and also may have security components that protect digital information only as authorized by TBC or the owner of the Content.
If any of these Terms shall be deemed invalid, void, or for any reason unenforceable, those terms shall be deemed severable and shall not affect the validity and enforceability of any remaining terms. Failure of TBC to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision in that or any other instance.
Subject to Section 10.1(x) of this Agreement, TBC reserves the right to change or modify this Agreement or any other TBC terms, conditions, or policies related to use of the Applications or other Services at any time and at its sole discretion by posting revisions on the Site (http://www.the bagelclub.com) or within the Applications. Continued use of the Applications, Site, or other Services following the posting of these changes or modifications will constitute the User's acknowledgement and agreement to such changes or modifications. Only a specific, written waiver signed by an authorized representative of TBC shall have any legal effect as a waiver by TBC of any Terms of this Agreement.
User agrees that TBC's service providers, licensors, or others involved in creating or providing the Applications or other Services are third party beneficiaries to this End-User Agreement and may rely upon the provisions of this End-User Agreement, including but not limited to, the provisions concerning Indemnification, No Warranties, and No Liability.
These are the Terms and Conditions applicable to the The Bagel Club Referral Program (the "Program"). Under the Program, The Bagel Club offers its Members the opportunity to provide their friends, family, or other individuals ("Prospective Members") with a unique referral ID link ("Personal Link") that a Prospective Member can use to sign up for The Bagel Club services ("Membership"). For each Qualified Referral (defined below) generated through the Member's Personal Link, the Member may receive a The Bagel Club credit ("Credit") as specified on the Company's Referral Program page. We reserve the right to terminate this Program at any time for any reason.
Members and Prospective Members that wish to take part in the Program are bound by these Terms. If you do not agree and abide by these Terms in their entirety you are not authorized to participate in the Program. Members and Prospective Members may not participate in the Program where doing so would be prohibited by any applicable law or regulations. We reserve the right to modify or amend at any time these Terms and the methods through which any Credits may be earned. We reserve the right to disqualify any Member or Prospective Member at any time from participation in the Program.
Children: No part of the Program is directed to persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE PROGRAM AT ANY TIME OR IN ANY MANNER.
a. Program Participation Generally: To participate, a Member shall provide the Prospective Member with the Member's Personal Link. The Prospective Member must click on the Personal Link and complete the sign up in the same session. If the Prospective Member does not complete the sign up in the same session, the Member will be not be credited for that referral and will not be eligible for the Credit, even if the Prospective Member subsequently signs up for a Membership. For purposes of clarification, completion of sign-up in the same session means clicking the Personal Link provided by Member and completing TBC service sign-up within a reasonable period of time and without the Prospective Member closing their Internet browser or pressing the back button.
b. Eligible Member
To be eligible for Program and to receive Credits, a Member must:
i. Be a legal resident of the United States;
ii. Be at least 18 years old;
iii. Have provided the Prospective Customer with their correct unique Personal Link; and
iv. Have a Membership account in good standing with TBC.
v. Employees of the Company, its service providers or any of its or their subsidiaries, affiliates or promotional agencies, including immediate family and household members, are not eligible.
c. Personalized Referral Links
Company offers Members the opportunity to create their own personalized referral name ("Personalized Referral Link"). These Personalized Referral Links may be of any length and include any combination of words and/or numbers of the Member's choosing. Personalized Referral Links shall be on a first come, first served basis. You can check Your Personalized Referral Link by going towww.thebagelclub.com/invite. Company is in no way responsible for confirming or ensuring that the Personalized Referral Link is accurate or correctly formatted or spelled. Under no circumstances may a Member transfer or sell a Personalized Referral Link to another Member. Notwithstanding the foregoing, the Company reserves the right to revoke, ban, or amend any Personalized Referral Link at any time and for any reason. Any or all Credits earned through a revoked, banned, or amended Personalized Referral Link may be removed from Member's account by Company. For purposes of clarification, but in no way limiting the Company's rights to revoke, ban, or amend any Personalized Referral Link, the following Personalized Referral Links are explicitly banned and may be grounds for suspension of Membership and removal of any Credits earned:
i. Personalized Referral Links that imply a discount or savings on Membership.
ii. Personalized Referral Links that Company deems to be obscene, racist, sexist, or offensive in its sole discretion.
iii. Personalized Referral Links that use a trademark, copyright, or the name of another individual.
iv. Personalized Referral Links that are promoted, advertised, or publicized on any Company owned or operated websites, third party websites, social networks, and any other similarly situated Internet site, property, location, or asset where Company is an Administrator or Trustee. By way of example, this includes but is not limited to Facebook, Twitter, Pinterest, Company Blog, or any other similarly situated websites.
d. Making a Referral
i. Members can refer Prospective Members by giving their Personal Link to the Prospective Member. Once a Prospective Member uses a Member's Personal Link and successfully completes the signup process for the TBC services, the Member may receive a communication from the Company confirming that the Prospective Member has signed up. The confirmation communication to the Member shall include some of the Prospective Member's personal information provided to Company such as name and email address. A Member's failure to receive such a confirmation communication means that the Prospective Member failed to complete the signup process (during the same session, or at all) and no Credit will have been earned. The Member and/or the Prospective Member may email Company any comments or questions in regard to a failed referral, but whether to award Member the Credit shall be at Company's sole discretion. Prospective Members must satisfy the requirements of these Terms and Conditions and consent to receiving communications from TBC. Members may not refer themselves.
ii. For purposes of emphasis and clarification, by using a Personal Link, a Prospective Member acknowledges and affirms his/her understanding that some of his/her personal information, including but not limited to his/her name and email address, may be sent to the Member who provided the Personal Link as confirmation of the Prospective Member's successful referral and sign-up with TBC. Accordingly, TBC strongly advises that Prospective Members only use a Personal Link they receive from someone whom they personally know and trust. For their own security, Prospective Members should not use a Personal Link if they receive it from an unknown, untrusted, or public source, such as an Internet forum.
e. Qualified Referrals
A Qualified Referral means that all the following conditions are met:
i. The Prospective Member completed the registration process for a Membership using the Member's Personal Link. If a Prospective Member registers for a Membership using any other link or method, the registration will not count as a Qualified Referral and the Member will not be rewarded a Credit;
ii. The Prospective Member was not previously registered with the Service under any other email address or alias; and
iii. The Prospective Member is a) at least 18 years old; b) meets the eligibility requirements to become a Member of TBC's services; and c) has consented to receiving communications from TBC.
f. Earning Credits
Member shall receive five (5) Credits for each verified Qualified Referral generated through the Member's Personal Link. The actual Credit will be determined by TBC in its sole discretion as specified on its Credits Page. If the Credit consists of credit, such credit may only be applied in the amount specified by TBC towards the Member's purchase of future services from TBC. A Member may attain an unlimited number of Qualified Referrals, but any Qualified Referral shall be subject to review at any time by TBC and it is in the sole discretion of TBC as to the legitimacy and validity of such Qualified Referral.
g. Verified Qualified Referrals
All Credits are subject to verification. The Company may delay a Credit for the purposes of investigation. Company may also refuse to verify and process any transaction Company deems, in its sole discretion, to be fraudulent, suspicious, or in violation of these Terms and Conditions, or Company believes will impose potential liability on Company beyond what is reasonable for this Referral Program, its subsidiaries, affiliates or any of their respective officers, directors, employees, representatives and agents. Company may cancel, amend or revoke the Credit at any time due to business considerations of circumstances beyond Company's control. Company is not responsible for errors, omissions, malfunctions, interruptions, deletions, delays or failures of operations. All of the Company's decisions are final and binding, including decisions as to whether a Qualified Referral or Credit is verified.
h. Value of Credit
Credits have absolutely no monetary value and may not, under any circumstances, be redeemed for cash or any cash equivalent including but not limited to gift cards, certificates, or refunds. Company may cancel, amend or revoke the Credit at any time for any reason.
i. Transfer of Credits
Credits are personal to the Member and are not transferable and may not be auctioned, traded, bartered or sold, whether by operation of law or otherwise. Upon termination of the Program or any portion thereof for any reason, or upon cancellation of a Member's account for any reason, any unredeemed Credits (including without limitation any unapplied credits) accumulated by the Member are forfeited.
By participating in the Program, both Members and Prospective Members agree:
b. To receive communications from Company from time to time. c. That Company shall not be liable for late, lost, delayed, stolen, misdirected, incomplete, inaccurate, unreliable, garbled or unintelligible registrations, links, communications or affidavits, regardless of the method of transmission;
i. Data corruption, theft, destruction, unauthorized access to or alteration of account information or other materials;
ii. Any injuries, losses or damages of any kind resulting from acceptance, possession or use of a Credit, or from participation in the Program, that were not reasonably foreseeable to the Company at the relevant time;
iii. Any printing, typographical, administrative or technological errors in any websites or materials associated with the Program; or
iv. Claims and demands made, and damages sought in disputes between users of the Program.
a. The Company disclaims any liability for damage to any computer system resulting from participating in, or accessing or downloading information in connection with the Program, and reserve the right, in their sole discretion, to cancel, modify or suspend the Program should a virus, bug, computer problem, unauthorized intervention or other causes beyond the Company's control, corrupt the administration, security or proper play of the Program.
b. The Company shall not be liable to any Member for failure to supply any Credit or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasi-governmental entity (whether or not the action(s), regulations(s), order(s) or request(s) prove(s) to be invalid), equipment failure, threatened terrorist acts, terrorist acts, air raid, blackout, act of public enemy, earthquake, tornado, tsunami, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, or any other similar or dissimilar cause beyond any of the Released Parties' control.
c. The Company reserves the right to cancel or suspend the Program should it determine, in its sole discretion, that the administration, security or fairness of the Program has been compromised in any way.
a. Prohibited Conduct, Generally.
Members agree not to use the Program to:
i. Violate applicable law;
ii. Stalk, harass, or harm another individual;
iii. Collect or store personal data about other Members;
iv. Impersonate any person or otherwise misrepresent Member's identity;
v. Interfere with, disrupt or violate the Terms and Conditions or servers or networks connected to the Program; or disobey any requirements, procedures, policies, or regulations of such networks;
vi. Interfere with another Member's use of the Program;
vii. Attempt to gain unauthorized access to the Program, other accounts, computer systems, or networks connected to the Program;
viii. Transmit any file that contains viruses, worms, Trojan horses, or any other contaminating or destructive features;
ix. Conduct any illegal activity or solicit the performance of any illegal activity or other activity that infringes the rights of others;
x. Resell, barter, trade, auction or otherwise generate income by providing access to the Program to others;
xi. Submit personal information relating to third parties to the Program without the consent of those third parties.
b. Bulk Distribution ("Spam").
i. If a Member provides a Personal Link to a Prospective Member by email, the email must be created and distributed in a personal manner that is appropriate and customary for communications with friends, colleagues and family members. By using a Member's Personal Link, the Prospective Member represents that he/she has given consent to Company to send Member his/her personal information such as full name and email address.
ii. Bulk email distribution, distribution to strangers, or any other promotion of a Personal Link in a manner that would constitute or appear to constitute unsolicited commercial email or "spam" in the Company's sole discretion is expressly prohibited and may be grounds for immediate termination of the Member's account and deactivation of the Personal Link. We have a zero-tolerance spam policy.
iii. The Company has no obligation to monitor the content provided by Members; however, the Company may choose to do so and block any email messages, remove any such content, or prohibit any use of the Program.
c. Fraudulent and Suspicious Behavior
i. The Company may prohibit a Member from participating in the Program or receiving a Credit, in their sole discretion, if they determine such Member, either directly or indirectly is attempting to undermine the fairness, integrity or legitimate operation of the Program in any way by cheating, hacking, deception, or any other unfair playing practices that would in any way annoy, abuse, threaten or harass any other users or representatives of the Company.
ii. Use of any automated system, script, or macro to participate in the Program or generate Qualified Referrals is strictly prohibited and will result in the responsible Member's disqualification from the Program.
iii. Members may not enter with multiple or fake email addresses or accounts, use fictitious identities or use any system, bot or other device or artifice to participate in the Program or receive a Credit.
iv. The Company reserves the right to disqualify any Member and/or cancel any Credit(s) if they determine a Member has tampered with the operation of the Program or violated these Terms and Conditions.
The Company reserves the right to suspend, disqualify or terminate any Member's or Prospective Member's participation in the Program and forfeit any Credits or credits earned if the Member or Prospective Member is found to have engaged in any prohibited conduct or otherwise violated the provisions of this Section 6. If Members have engaged in prohibited conduct, spam or fraudulent or suspicious behavior that undermines or affects the integrity or credibility of the Program, and the Company is unable to find a solution to restore the integrity and credibility of the Program, then the Company may in its sole discretion cancel, change or suspect the Program.
CAUTION: ANY DELIBERATE ATTEMPT TO DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY CONSTITUTE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND WILL RESULT IN DISQUALIFICATION FROM FURTHER PARTICIPATION IN THE PROGRAM. THE COMPANY RESERVES THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION, IN THE EVENT OF ANY SUCH ATTEMPT.
You hereby acknowledge and agree that The Bagel Club or its licensors own all legal right, title and interest in and to the Service and Content, including, without limitation, any and all intellectual property and other proprietary rights which subsist in the Services and Content, whether such rights are registered or unregistered, and wherever in the world those rights may exist.
The Bagel Club is a trademark of The Bagel Club in the United States. Other trademarks, names and logos on this Site are the property of their respective owners. Unless otherwise specified in this Agreement, all information and screens appearing on the Services, including Content, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of The Bagel Club, Copyright © 2012-2016 The Bagel Club, Inc. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
The Bagel Club and its personnel do not accept or consider unsolicited ideas, including, without limitation, ideas for new advertising campaigns, new promotions, new or improved products or technologies, product enhancements, processes, materials, marketing plans or new product names. Please do not submit any unsolicited ideas, original creative artwork, suggestions or other works ("Submissions") in any form to The Bagel Club or any of its employees. The sole purpose of this policy is to avoid potential misunderstandings or disputes when any of The Bagel Club's products, services or marketing strategies might seem similar to ideas submitted to The Bagel Club. If, despite our request that you not send us your ideas, you still submit them, then regardless of what your correspondence says, the following terms shall apply to your Submissions. You agree that:
i. Any Submission (including its complete contents) by you to The Bagel Club will automatically become the property of The Bagel Club, without any compensation to you;
ii. The Bagel Club may use or redistribute any Submission and its contents for any purpose and in any way, without any compensation to you;
iii. The Bagel Club has no obligation to review any Submission; and
iv. The Bagel Club has no obligation to keep any Submission confidential, and no confidential relationship may be established by or inferred from any such Submissions to, or the consideration of your Submissions by, The Bagel Club.
i. Informal Resolution. Most customer concerns can be resolved quickly and to a customer's satisfaction by writing to our customer service department at email@example.com the terms of this Section 10.1 govern dispute resolution between us.
ii. Applicability of Arbitration Agreement. All claims and disputes in connection with the Agreement or the use of any product or service provided by The Bagel Club that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and The Bagel Club, and to any of The Bagel Club's licensors, suppliers, dealers or third party vendors, subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Agreement.
iii. Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through the American Arbitration Association ("AAA"), an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with this Arbitration Agreement ("Arbitration Rules"). The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. Any hearing will be held in a location within one hundred (100) miles of your residence, unless you reside outside of the United States (in which case hearing will be held in the capital of your country), and unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
iv. Authority of Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and The Bagel Club, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and The Bagel Club.
v. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and The Bagel Club in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE BAGEL CLUB WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
vi. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court located in
Los Angeles County, California.
vii. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: The Bagel Club, Attn: Legal Department, Box 5481, Santa Monica, California 90409 within 30 days of purchasing a Membership. If you send this notice, then the Arbitration Agreement will not apply to either party and you must litigate pursuant to subparagraph xii below. If you do not send this notice, then you agree to be bound by this Arbitration Agreement.
viii. Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. ix. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with The Bagel Club.
x. Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if The Bagel Club makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of toThe Bagel Club.
xi. Small Claims Court. Notwithstanding this section 10, either you or The Bagel Club may bring an individual action in small claims court.
xii. Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court (except for actions brought in small claims court), the parties hereby agree to submit to the personal jurisdiction of the courts located in Los Angeles County, California for such purpose.
This Agreement is governed by the Federal Arbitration Act, applicable federal law, and the laws of the state of California, without regard to its conflicts of laws rules. Foreign laws do not apply. If any provision of the Agreement is invalid under the law of a particular jurisdiction, that provision will not apply in that jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Agreement.
Whenever you visit our Site or send emails to us, you are communicating with us electronically. For that reason, you also consent to receive communications from us electronically. We will communicate with you by email (if you have provided your email address to us), by posting notices on our Site or by such other means as we may determine from time-to-time. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.