ProsClub TERMS OF USE
4 November 2024
Please read these Terms of Service (the “Terms”) and the Privacy Policy at https://maxday.ai/privacy-policy (“Privacy Policy”) carefully because they govern your use of ProsClub.AI Pte Ltd’s (“ProsClub”, “we” or “our”) Service (as defined below).
BY USING THE SERVICE OR BY CLICKING “I AGREE” YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND YOUR AGREEMENT TO BE BOUND BY THESE TERMS. YOU MAY NOT USE THE SERVICE IF YOU DO NOT AGREE TO THESE TERMS.
ProsClub may change these Terms at any time. We will make reasonable efforts to provide you with prior notice of any material changes to these Terms. Your continued use of the Service after any change to these Terms means that you accept all such changes. You should consult these Terms each time you access the Service to view any changes. These terms were last modified on the date indicated above.
AS DESCRIBED BELOW, THESE TERMS PROVIDE FOR THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND LIMIT THE REMEDIES AVAILABLE TO YOU IN A DISPUTE. YOU CAN OPT OUT OF THIS AGREEMENT TO ARBITRATE BY CONTACTING team@prosclub.ai WITHIN 30 DAYS AFTER FIRST ACCEPTING THESE TERMS AND STATING YOUR FIRST AND LAST NAME AND THAT YOU DECLINE THIS AGREEMENT TO ARBITRATE.
1. Use of the Service
A. Service.
The “Service” includes ProsClub’s career services, analytical services, professional development services, and tools to help professionals find jobs at top emerging technology companies and engage in lifelong career development, which may be updated or modified from time to time, including through networks, downloadable software, and mobile or desktop applications, and all intellectual property contained therein. Any person who accesses or uses the Service, whether on their own behalf or on behalf of any third party, is a “ProsClub User.”
B. License.
Subject to your compliance with these Terms, ProsClub hereby grants you a non-exclusive, revocable, non-transferable license to access and use the Service for your personal purposes. Unless otherwise specified in writing, the Service is solely for your personal use and not for resale. ProsClub reserves the right at all times and without notice to: (1) restrict and/or terminate your access to the Service (or any portion thereof); and (2) modify or discontinue providing the Service (or any portion thereof).
C. Equipment.
The Service requires the use of telecommunications services; ProsClub Users will use platforms such as Slack and Zoom on their own computers or mobile devices to access the Service (such hardware and software, the “Equipment”). ProsClub does not provide the Equipment and is not responsible for any performance issues to the extent related to the Equipment. Payment for the Equipment and the Equipment’s functionality is solely your responsibility. Additionally, you are solely responsible for the payment of all applicable fees associated with internet or cellular service you use in connection with the Service (such as voice, data, SMS, MMS, roaming, other applicable fees charged by your carrier).
D. Deactivation.
ProsClub may, at any time and without notice to you: (1) restrict, deactivate, and/or terminate your access to the Service (or any portion thereof); or (2) terminate or modify the Service (or any portion thereof). ProsClub will not be liable to you or any third party for any termination of or modification to the Service regardless of the reason for such termination or modification. If you are dissatisfied with any termination or modification of the Service, your only remedy is to stop using the Service.
E. Privacy Policy.
ProsClub’s policy with respect to the collection and use of your information is described in our Privacy Policy. By accepting these Terms, you acknowledge your agreement with ProsClub’s Privacy Policy.
F. Subcontractors.
ProsClub may use subcontractors or other third parties to perform its obligations under these Terms, but ProsClub will remain responsible for all such obligations.
2. Registration; Eligibility; Restrictions.
A. ProsClub Users.
ProsClub may require you to complete a registration process to access certain parts of the Service. You must complete the registration process by providing us with current, complete, and accurate information, as prompted by the applicable registration form. You agree to provide us with your LinkedIn username or public profile URL (but not your password) and consent to our having access to certain information in your LinkedIn public profile in order to conduct a status analysis of your career and provide you with career-related content based on that analysis.
B. Accuracy of Information.
You acknowledge that if you provide any information to us that is not current, complete, or accurate, ProsClub may terminate these Terms and your continued access to and use of the Service. You agree to update your information if it is no longer current, complete, and accurate.
C. Eligibility.
You represent and warrant that you are at least 18 years of age and that you have not been previously suspended or removed from the Service.
D. Credentials.
As part of the registration process, you may be asked to select a username, password, or other login credentials. You are responsible for maintaining the security and confidentiality of your login credentials. You agree to notify ProsClub immediately of any unauthorized use of your account or any other breach of security. To notify us, please email us at team@prosclub.ai. You are responsible for all use of the Service occurring under your account and all content posted with your account on the Service. You may not share your login credentials with any third party. ProsClub will not be liable for any loss that you incur as a result of someone else using your login credentials or account. You may be held liable for any losses incurred by ProsClub or a third party due to someone else using your account or login credentials.
E. Your Responsibilities.
You may use the Service solely for lawful purposes, as intended through the provided functionality of the Service. You may not use the Service in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any third party’s use and enjoyment of the Service. You may not attempt to gain unauthorized access to the Service, user accounts, or computer systems or networks, through hacking, password mining, or any other means. Without limiting any of the foregoing, you may not (and you may not allow or assist any third party to):use, copy, modify, create derivative works, install, transfer, reverse engineer, decompile, disassemble, reformat, mirror, frame, or distribute the Service or any of its contents, except as specifically described in these Terms and any usage limitations; rent, lease, or otherwise permit third parties to use the Service; create user accounts by automated means or under false or fraudulent pretenses, or create a new ProsClub account without ProsClub’s prior written consent if ProsClub previously disabled your account; probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures, or access or use non-public areas of the Service, ProsClub’s (and its hosting provider’s) computer systems and infrastructure, or the technical delivery systems of ProsClub’s providers; express or imply that any statements you make are endorsed by us, without our prior written consent in each instance; use the Service to transmit (i) any content or information that is unlawful, fraudulent, threatening, harassing, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party’s intellectual property or other rights, (ii) any material, non-public information about individuals or companies without the authorization to do so, (iii) any trade secret of any third party, and/or (iv) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding; transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component; use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents; solicit, harvest, or collect information about other ProsClub Users without their prior written consent; restrict, discourage or inhibit any person from using the Service; violate any applicable federal, state, or local laws or regulations; or use or access the Service to build a competing service. We may take any legal action and implement any technical remedies to prevent the violation of these provisions and to enforce these Terms.
You may only share Materials (as defined below) that are non-confidential and that you have all necessary rights to disclose. You may not upload, edit, create, store or share any Materials that:
You represent, warrant and agree that you will not use ProsClub in the following ways:
You further represent, warrant and agree that you will not use our service in any way that violates any of the following usage policies:
3. Confidentiality.
From time to time during the term of these Terms, ProsClub may disclose or make available to you information about its business. You acknowledge that all knowledge, information and data provided by ProsClub to you that is not generally known or available publicly, whether or not marked, designated, or otherwise identified as “confidential” with respect to the business, operations and marketing of ProsClub’s products and services, intellectual property of ProsClub that you may learn or discover, is confidential information of ProsClub and you will not use or disclose such confidential information to any third party without the prior written consent of ProsClub.
4. Consent to Electronic Communications.
By using the Service or providing Personal Information (as defined in the Privacy Policy) to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Service. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Service or sending an email to you, if we have your email address. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at team@prosclub.ai.If you wish to remove yourself from our email list, please use the unsubscribe link in any email received from us, or email us with “OPT-OUT”, “UNSUBSCRIBE”, “STOP”, or “REMOVE” in the subject line.
5. Content Submitted to the Service.
By sending or transmitting to us or sharing with us any information, opinions, suggestions, ideas, notes, concepts, or other materials (collectively, “Materials”), or by posting such Materials to any area of the Service, you grant ProsClub and its designees a worldwide, non-exclusive, sublicensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publish and publicly use such Materials in any media now known or hereafter developed to enhance and develop the Service, including by marketing and advertising the Service, without compensation to you; provided that we will never use your name in connection with any of your Materials that we use in our own advertising and marketing materials without providing prior notice to you. None of the Materials will be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we will not be liable for any use or disclosure of any Materials. ProsClub may remove or alter any Materials at any time for any reason. We neither endorse nor are responsible for any opinion, advice, information, or statement made or displayed on the Service by any user. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages, or for any results obtained from the use of such information. Under no circumstances will ProsClub and/or its affiliates, suppliers, or agents be liable for any loss or damage caused by your reliance on such information obtained through the Service. We cannot and do not take responsibility for the veracity, reliability, or completeness of any opinion, advice, information, or statement available on the Service. The opinions expressed on the Service by users reflect solely the opinions of the users who post thereon and do not reflect the opinions of ProsClub. You acknowledge and agree that we have the right (but not the obligation) to monitor the Service and Materials; to alter or remove any Materials; and to disclose Materials and the circumstances surrounding their transmission to any third party in order to operate the Service properly; to protect ourselves, our sponsors, and our members and visitors; and to comply with legal obligations or governmental requests. If you believe a message violates our member policies, please contact ProsClub immediately at team@prosclub.ai so that we can consider its editing or removal. You are solely responsible for your Materials and the consequences of posting them on the Service. By posting Materials, you represent, warrant, and covenant that: (i) you are the creator and owner of the Materials or otherwise have sufficient rights and authority to grant the rights granted herein; (ii) your Materials do not and will not (A) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (B) slander, defame, or libel any other person; (iii) your Materials do not contain any viruses, adware, spyware, worms, or other harmful or malicious code or (iv) unless you have received prior written authorization, your Materials specifically do not contain any confidential information of any third party. We reserve all rights and remedies against any users who breach these representations and warranties. The Service may allow ProsClub Members to exchange messages (“Messages”) with each other. Sending Messages is a privilege, not a right, and ProsClub may terminate such privileges of any ProsClub Member at any time and for any reason, without any liability to such ProsClub Member. Harmful, obscene, or offensive communications are not welcome in any Messages. If a user sends you an objectionable Message, please notify us by sending an email to team@prosclub.ai. You are solely responsible for the content of any Message you send. You agree that ProsClub may monitor Messages for compliance with these Terms, and Messages should not be considered confidential or proprietary. You hereby grant us a worldwide, non-exclusive, sublicensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable license to reproduce and transmit your Messages in connection with facilitating transfer to the intended recipient through the Service and for such other purpose as ProsClub may deem appropriate in its sole discretion.
6. Optional Third-Party Plugins and Services.
A. Third-Party Services.
ProsClub and third parties may make available third-party products or services, including plugins, mobile applications, and integrations, including Slack, Zoom, and related services (“Third-Party Services”) that you may elect to purchase or use. Any use by you of such Third-Party Services and any exchange of data between you and any Third-Party Service or Third-Party Service provider is solely between you and the applicable Third-Party Service provider. ProsClub does not warrant or provide support for Third-Party Services, whether or not they are designated by ProsClub as “recommended,” “certified,” or otherwise. ProsClub is not responsible for any violations of applicable law relating to Third-Party Services or arising from your use of Third-Party Services.
B. No Guarantee.
ProsClub does not guarantee the continued availability of any Third-Party Services (or any integration with Third-Party Services or related Service features), and if such Third-Party Services, or related features are discontinued, you will not be entitled to any refund, credit, or other compensation.
7. Ownership.
A. ProsClub IP.
The Service, including any content, templates, modifications, enhancements, and updates, and all intellectual property rights therein (collectively, “ProsClub IP”), is owned by ProsClub and its licensors. No ownership rights in any ProsClub IP are transferred to you by or under these Terms. You do not have any rights in or to the ProsClub IP except for the limited express rights granted in these Terms.
B. Trademarks.
You acknowledge that ProsClub has acquired, and is the owner of, common law or registered trademark rights in the name and word mark "ProsClub" and in the other marks and design marks displayed on the Service. You acknowledge that this name and these marks are famous and internationally known. You will not, at any time or for any reason, challenge the validity of, or ProsClub’s ownership of, the foregoing name and marks, and you waive any rights you may have at any time to do so. You may not use our name or marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. All use of the foregoing name and marks by you will inure exclusively to the benefit of ProsClub. All marks shown on the Service but not owned by ProsClub are the property of their respective owners.
C. Feedback.
If you give ProsClub feedback, comments, or suggestions concerning the Service (collectively, “Feedback”), you hereby assign to ProsClub all right, title, and interest in and to the Feedback, and ProsClub is free to use the Feedback without payment, attribution, or restriction.
8. Usage Data.
ProsClub may collect and analyze data relating to your use of the Service that is aggregated in such a way that it is not associated with you (“Usage Data”) and other information relating to the provision, use, and performance of various aspects of the Service and related systems and technologies (including information provided by third-party analytical tools). ProsClub may analyze, copy, process, collect, use, disclose, and reproduce Usage Data for any purpose, including for the purposes of: (1) complying with a regulatory inquiry or judicial action of a governmental body; and (2) improving the Service and developing new products, services, features, and functionality.
9. Claims of Copyright Infringement.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by ProsClub infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Service are covered by a single notification, a representative list of such works);identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow ProsClub to locate the material on the Service; the name, address, telephone number, and email address (if available) of the complaining party; a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send ProsClub a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see www.copyright.gov for details. Notices and counter-notices with respect to the Service should be sent to team@prosclub.ai. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
10. Payment Terms and Order Processing.
A. Fees.
Access to the Service, or certain features of the Service, may require you to pay fees, including one-time fees or fees on a subscription basis, and may provide you the option to activate recurring automatic payments for recurring fees. Before you pay any fees, including before activating or updating any recurring payments, you will have an opportunity to review the fees that you will be charged before you accept them. If you activate or update recurring payments through the Service, you authorize ProsClub or its third-party service providers to periodically charge, until cancellation, all accrued sums. Recurring subscriptions automatically renew unless they are cancelled via a method described in the Service at least 24 hours before the end of the current subscription period.
B. Free Trial.
ProsClub may offer a free trial period during which you can use the Service for a limited period of time. You can manage or cancel the trial subscription through any methods described in the Service.
C. Payment Processing.
Payment processing services for ProsClub may be provided by a third-party payment processor, such as Stripe Inc. or Gumroad, Inc. (“Payment Processor”). The Payment Processor uses your credit card to make payments for the Service. Stripe, Inc. handles any information you provide to them in accordance with their privacy policy which can be found at: https://stripe.com/us/privacy. By providing your payment information to sign up for the Service, you consent to ProsClub providing relevant information to our Payment Processor in order to provide the Service to you and acknowledge that you have read and agreed to the terms of the Payment Processor’s privacy policy. The processing of credit card charges or credits, as applicable, relating to your use of the Service will be subject to the applicable agreement with the Payment Processor. For Stripe Inc., this is the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). You hereby agree to be bound by the applicable Payment Processor agreement, which may be modified by such Payment Processor from time to time. As a condition of ProsClub enabling payment processing services through a Payment Processor, you agree to provide ProsClub accurate and complete information about you, and you authorize ProsClub to share it, and transaction information related to your use of the payment processing services provided by ProsClub. Additional fees may apply to payments made via credit card.
11. Term and Termination.
A. Term.
The term of these Terms will commence on the date on which you first access or use the Service in any way and will continue so long as you continue to access or use the Service, unless earlier terminated by ProsClub.
B. Termination and Other Remedies.
Either party may terminate these Terms, effective upon written notice to the other party, if the other party materially breaches these Terms and such breach is incapable of cure, or (if such breach capable of cure) the breaching party does not cure such breach within 30 days of receiving notice of it. ProsClub may take whatever lawful actions it may deem appropriate in response to actual or suspected violations of these Terms including termination of these Terms, the suspension or termination of your access or account, or blocking you from access to the Service.
C. Effect of Termination.
The following Sections of these Terms will survive termination, discontinuation or cancellation of the Service: 2.E, 3, 7, and 11–22. Either party’s termination of these Terms is without prejudice to any other remedies it may have at law or in equity and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating these Terms in accordance with their terms.
12. Warranty Disclaimers.
A. DISCLAIMER.
PROSCLUB MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICE, THIRD-PARTY SERVICES, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE SERVICE AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS.” PROSCLUB DOES NOT WARRANT THAT THE SERVICE OR THIRD-PARTY SERVICES WILL SATISFY YOUR REQUIREMENTS, ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE SERVICE OR THIRD-PARTY SERVICES WILL BE UNINTERRUPTED. PROSCLUB CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE OR THE INTERNET OR FOR YOUR MISUSE OF ANY CONTENT OR INFORMATION ACCESSED THROUGH THE SERVICE. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE AND YOUR RELIANCE UPON ANY INFORMATION OR CONTENT ON THE SERVICE IS AT YOUR SOLE RISK. Some jurisdictions do not allow the exclusion or limitation of warranties, so the above limitation or exclusion may not apply to you.
B. Third-Party Information.
You acknowledge that any information you obtain from another ProsClub User comes from that individual and not from ProsClub, and that ProsClub, to the fullest extent permitted by law, is not responsible for any of the information any such third parties may supply or for any statements, claims, or representations they make. To the fullest extent permitted by law, ProsClub disclaims any such statements, claims, or representations.
13. Indemnification.
A. Defense.
At ProsClub’s option and request, you will defend ProsClub, its affiliates, and their respective directors, officers, employees, agents, and contractors (the “ProsClub Parties”) from any actual or threatened third-party claim, proceeding, or suit arising out of or based on (1) your breach of any representation, warranty, or covenant in these Terms, (2) your use of the Service in a manner not authorized under these Terms, or (3) any and all claims and actions against ProsClub by other parties to whom you allow access to the Service (each, a “Claim”). If ProsClub requests you to defend a ProsClub Party from any Claim, ProsClub will: (1) give you prompt written notice of the Claim; (2) grant you full and complete control over the defense and settlement of the Claim; (3) provide assistance in connection with the defense and settlement of the Claim as you may reasonably request; and (4) comply with any settlement or court order made in connection with the Claim. Notwithstanding the previous sentence, you may not enter into any settlement that involves an admission of guilt or liability of a ProsClub Party without ProsClub’s prior written consent. ProsClub may participate in the defense of a Claim at its own expense and with counsel of its own choosing.
B. Indemnification.
You will indemnify the ProsClub Parties from and pay: (1) all damages, costs, and attorneys’ fees finally awarded against a ProsClub Party in any Claim; (2) all out-of-pocket costs (including attorneys’ fees) reasonably incurred by a ProsClub Party in connection with the defense of a Claim; and (3) all amounts that you agree to pay to any third party to settle any Claim.
14. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PROSCLUB NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PROSCLUB OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROSCLUB’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO PROSCLUB FOR USE OF THE SERVICES OR ONE HUNDRED U.S. DOLLARS (US$100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO PROSCLUB, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PROSCLUB AND YOU.
15. Dispute Resolution.
In the interest of resolving disputes between you and ProsClub in the most expedient and cost-effective manner, you and ProsClub agree that any dispute arising out of or in any way related to these Terms or your use of the Service will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury and can be subject to limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the expiration or termination of these Terms.
Except for small claims disputes in which you or ProsClub seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or ProsClub seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and ProsClub waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or ProsClub resolved in court. Instead, all disputes arising out of or relating to these Terms or ProsClub will be resolved through confidential binding arbitration held in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”), which are hereby incorporated by reference. The seat of such arbitration shall be Singapore, and all proceedings shall be conducted in the English language. Any arbitration commenced pursuant to this Section shall be conducted in accordance with the Expedited Procedure set out in Rule 5 of the SIAC Rules. The Tribunal shall consist of one arbitrator to be appointed by the President of the Court of Arbitration of the Singapore International Arbitration Centre (“SIAC”). The award rendered by the arbitrator shall, in addition to dealing with the merits of the case, fix the costs of the arbitration and decide which of the parties shall bear such costs or in what proportions such costs shall be borne by the parties hereto. The award rendered by the arbitrator or arbitrators shall be final, conclusive, and binding on all parties to this Section 15 Agreement and shall be subject to execution and enforcement in any court of competent jurisdiction.
You either acknowledge and agree that you have read and understand the SIAC Rules or waive your opportunity to read the SIAC Rules and any claim that such rules of SIAC are unfair or should not apply for any reason.
ANY ARBITRATION UNDER THESE TERMS BY EITHER YOU OR US WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST US.
You and ProsClub agree that the enforceability of this Section 15 will be substantively and procedurally governed by the International Arbitration Act of Singapore (the “Act”), to the maximum extent permitted by applicable law. As limited by the Act, these Terms and the SIAC Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual. You and ProsClub agree that for any arbitration you initiate, you will pay the filing fee, and ProsClub will pay the remaining SIAC fees and costs, subject to any reallocation thereof pursuant to the arbitral award. For any arbitration initiated by ProsClub, ProsClub will pay all SIAC fees and costs, subject to any reallocation thereof pursuant to the arbitral award.
ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR PROSCLUB MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT YOU AND PROSCLUB WILL NOT HAVE THE RIGHT TO ASSERT THE CLAIM.
You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 15 by notifying ProsClub in writing. The notification must be sent to: opt-out@maxday.ai.
In order to be effective, the opt-out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 19.A.
16. Cooperation with Authorities.
ProsClub may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, ProsClub may disclose any information as ProsClub deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in ProsClub’s sole discretion.
17. Protected Activity Not Prohibited.
Nothing in these Terms will in any way limit or prohibit you from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in, any investigation or proceeding (“Protected Activity”) that may be conducted by any federal, state, or local government agency or commission (“Government Agencies”). In connection with such Protected Activity, you are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, ProsClub. In making any such disclosures or communications, you agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute ProsClub confidential information to any parties other than the Government Agencies.
18. Compliance with Applicable Law.
Each party will comply with all applicable international, federal, state, provincial, and local laws, regulations, binding regulatory guidance, directives, and governmental requirements in connection with exercising its rights or performing its obligations under this Agreement.
19. General Terms.
A. Governing Law.
These Terms and your use of the Service will be governed by, construed and enforced in accordance with the laws of Singapore, without giving effect to conflict of law rules or principles (whether of Singapore or any other jurisdiction) that would lead to the application of the laws of any other jurisdiction. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the user's country. This paragraph does not override those laws.
Any dispute between you and ProsClub that is not subject to arbitration will be resolved in the courts located in Singapore, and ProsClub and you each irrevocably consent to the personal jurisdiction and venue therein.
B. Injunctive Relief.
If you breach Sections 2 (Registration; Eligibility; Restrictions) or 7 (Ownership), ProsClub may suffer irreparable harm, and monetary damages may be inadequate to compensate ProsClub. Accordingly, ProsClub may, in addition to any other remedies available, seek injunctive or other equitable relief in response to any such breach.
C. Reservation of Rights; Further Assurances.
ProsClub and its licensors exclusively own all right, title and interest in and to the Service, including all associated intellectual property rights. You acknowledge that the Service is protected by copyright, trademark, and other laws of the United States and other countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.
You agree to execute and deliver any documents or instruments, and take any further actions that are reasonably required, to provide the other party the full benefits and rights described in these Terms.
D. Assignment.
You may not assign these Terms or delegate your performance without ProsClub’s prior written consent, and any attempt to do so is void. ProsClub may assign or transfer these Terms without your consent. These Terms are binding upon and inure to the benefit of the parties’ permitted successors and assigns.
E. Severability.
If any provision of these Terms or portion of a provision is invalid, illegal, or unenforceable, the rest of these Terms will remain in effect.
F. Waiver of Rights.
ProsClub’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ProsClub. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
G. Entire Agreement.
These Terms constitute the entire agreement and supersede any other agreement of the parties relating to their subject matter. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, or supplement these Terms.
H. Relationship.
Nothing herein will be deemed to create an employer-employee relationship between ProsClub and you, nor any agency, joint venture or partnership relationship between the parties. Neither party will have the right to bind the other to any obligation, nor have the right to incur any liability on behalf of the other.
I. No Third-Party Beneficiaries.
There are no third-party beneficiaries of these Terms, except as described in Section 21 (Notice Regarding Apple).
K. Notices.
Any notices or other communications provided by ProsClub under these Terms will be given: (i) via email; or (ii) by posting to the Service. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. All notices to ProsClub will be sent to team@prosclub.ai.
L. Force Majeure.
ProsClub will not be liable for any delay or failure to perform under these Terms as a result of any cause or condition beyond ProsClub’s reasonable control (a “Force Majeure Event”), so long as ProsClub uses reasonable efforts to avoid or remove those causes of delay or non-performance. If a Force Majeure Event causes ProsClub to delay or fail to perform its obligations under these Terms for thirty consecutive days, either party may terminate these Terms.
20. Interpretation.
If ProsClub provides a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version will prevail. Any heading, caption, or section title contained in these Terms is for convenience only and does not define or explain any provision. Any use of the term “including” or variations thereof should be construed as if followed by the phrase “without limitation.”
NOTICE FOR CALIFORNIA USERS. Under California Civil Code Section 1789.3, ProsClub Users located in California are entitled to the following notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
21. Notice Regarding Apple.
This Section 21 only applies to the extent you are using the Service on an iOS device. You acknowledge that these Terms are between you and ProsClub only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (A) product liability claims; (B) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (C) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
22. Contact Information.
If you have any questions about these Terms or the Service, you can reach us at team@prosclub.ai or 10 Anson Road, #22-02 International Plaza, Singapore 079903.