For the purpose of this agreement healthybodyclub.com.au and Health Body Club Pty Limited are one and the same and will be referred to as ‘the Club’. The website, chatrooms, forums and blogs will be referred to as ‘the Site’.

Registration Data and certain other information about you is subject to our Privacy Policy. For more information, please see our full Privacy Policy.

In general the Club will not share any of your user information with external parties, although some of your private details can be seen by other Community Members through the forum profile tool.

Specific Terms of Use of Content

Nutrition / Exercise Plans and Advice

The content and other information on this site is for information purposes and not intended to replace advice from your doctor. We strongly recommend that prior to undertaking any of the exercise or nutrition / dietary plans you seek specific medical advice. Do not commence any of the exercise or nutrition / dietary plans if your doctor advises against it. We reserve the right to refuse or cancel your membership if you inform us that you have certain medical conditions.

The process of becoming a member of the Club (a "Member") requires entry of certain personal information and, among other conditions of membership, agreement with these Terms and Conditions in order to gain access to the Site.

In becoming a Member with the intent of using the Site, you affirm that either (A) all of the following statements are true: (i) no doctor has ever informed you that you have a heart condition or that you should only do physical activities recommended by a doctor; (ii) you have never felt chest pain when engaging in physical activity; (iii) you have not experienced chest pain when not engaged in physical activity at any time within the past month; (iv) you have never lost your balance because of dizziness and you have never lost consciousness; (v) you do not have a bone or joint problem that could be made worse by a change in your physical activity; (vi) your doctor is not currently prescribing drugs for your blood pressure or heart condition; (vii) you do not have a history of high blood pressure, and no one in your immediate family has a history of high blood pressure or heart problems; and (viii) you do not know of any other reason you should not exercise; or (B) your doctor has specifically approved of your use of the Site.

And in becoming a Member with the intent of using the Site, you further affirm that either (A) all of the following statements are true: (i) you are not allergic to nuts, eggs, dairy products or any other foods; (ii) you are not presently following a diet plan provided to you by a doctor or other medical professional for health reasons; and (iii) you have not been medically diagnosed as suffering from diabetes, hypoglycemia, heart disease, high cholesterol or high blood pressure; or (B) your doctor has specifically approved your use of the Site.

And if you are a woman, in becoming a Member with the intent of using the Club you further affirm that either (A) you are not pregnant, breastfeeding or lactating or (B) your doctor has specifically approved your use of the Site.

You are advised that health, diet & fitness advice is often subject to updating and refining due to medical research and developments. No assurance can be given that the Content will reflect the most recent findings or developments with respect to the particular material. You are encouraged to consult with your health care provider with any questions or concerns you may have regarding any health condition.

Proprietary Rights - Site Content, Limited License

All content on the Site, including designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (the "Site Content"), are the proprietary property of the Company, its users or its licensors with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company's prior written permission, except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site. Provided that you are eligible for use of the Site, you are granted a limited license to access and use the Site and the Site Content and to download or print a copy of any portion of the Site Content to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content, you may not upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Such license is subject to these Terms of Use and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

Communication Facilities

This site may from time to time contain forums, chat rooms and other communication facilities which provide for feedback by users and members to The Club, real-time interaction between users and members and other electronic messaging and notice services ("Communication Facilities").

It is a condition of use by users and members of any Communication Facility and access to this Site that users and members do not do any of the following:

Restrict or inhibit any other user or member from using or accessing any part of this Site;

Post or transmit any unlawful, threatening, abusive, defamatory, pornographic, profane or otherwise offensive information or material of any kind, including, without limitation any information or material that might reasonably encourage conduct that would breach any civil or criminal law of Victoria or other applicable place.

Post or transmit any information or material of any kind which violates or infringes upon the rights of any other person, including information or material which is confidential, subject to rights of privacy or publicity or which is protected in whole or in part by copyright, trademark or any other intellectual property or similar right with respect thereto, without first obtaining permission from the owner or relevant right holder;

Knowingly post or transmit any information or material which contains a virus or other component designed to harm the hardware, software or other facilities of The Club or any of its users or members;

Post or transmit any information or material that advertises or promotes another business or website without the prior written consent of The Club;

Delete any author attributions, legal notices or proprietary designations or labels in any file that is uploaded;

Download any information, material or file posted by any other user or member of this Site if the user or member knows, or reasonably ought to know, that the file cannot legally be distributed in such manner or has been posted on this Site in breach of the Terms of Use.

The Club reserves the right to time monitor or review the contents of its Communication Facilities. The Club reserves the right to remove in whole or in part any information, material or file that has been posted in contravention of the Terms of Use, any applicable law or is considered by The Club to be offensive or irrelevant for any reason. However, The Club shall not be responsible to ensure that users or members do not post information, material or file that is offensive, contravenes any applicable law or right or is misleading or deceptive.

Users and members expressly acknowledge and agree that the Communication Facilities provide a means of public and not private communications.

The Club will provide reasonable cooperation with any law enforcement authority in any jurisdiction in respect of any lawful direction or request to disclose the identity or other information in respect of anyone posting any materials, information or files which violate any applicable or relevant law.

Control. You, and not The Club, are entirely responsible for all of your Public Information that you upload, post, email, transmit or otherwise make available via our Site. We do not control your Public Information or the Public Information of or posted by other users and do not guarantee the accuracy, integrity or quality of your Information or the Information of or posted by other users. Nor do we endorse any opinions expressed by you or other users. You understand that by using our Site, you may be exposed to information that is offensive, indecent or objectionable. We do not have any obligation to monitor, nor do we take responsibility for, your Information, Public Information or information of or posted by other users. You agree that under no circumstances will The Club its directors, officers, shareholders, employees, consultants, agents, advisers, affiliates, subsidiaries or its third-party partners be liable in any way for any information, including, but not limited to, for any errors or omissions in Your Information or the information of or posted by other users, or for any loss or damage of any kind incurred as a result of the use of Your Information or Information of or posted by other users posted, emailed, transmitted or otherwise made available in connection with our Site, or for any failure to correct or remove information.

Grounds for Removal, Sanction and/or Suspension. Notwithstanding any other provision of this Agreement, the following types of actions are cause for immediate repeal and/or suspension of your account:

(a) The use of our Site to (including, without limitation, eligibility requirements):

(i) harm or intimidate another person in any way, including restricting or inhibiting any other user from using our Site;

(ii) impersonate any person (including The Club staff and other members), or falsely state or otherwise misrepresent your affiliation with any person, through the use of similar email addresses, nicknames, creation of false account

(s) or any other method or device;

(iii) disguise the origin of any Public Information that is transmitted to any third party;

(iv) "stalk" or otherwise harass another;

(v) advertise merchandise, auctions, services or commercial webSite, including offers to trade or charitable solicitations; or

(vi) collect or store personal data about other users;

(b) Posting any Public Information or other material:

(i) that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, intimidating, vulgar, obscene, profane, libelous, invasive of another's privacy (including the posting of private emails or contact information about another individual), hateful, or racially, ethically or otherwise objectionable, including any Public Information or other material that may be considered hate speech;

(ii) that is obscene, pornographic or adult in nature;

(iii) that you do not have a right to make available under any law or under contractual or fiduciary relationships;

(iv) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party or rights of publicity or privacy;

(v) that is unsolicited or unauthorized advertising, promotional materials, or any other form of solicitation (including, but not limited to, "spam," "junk mail," and "chain letters"); or

(vi) that is inappropriate posted in bad faith, or contrary to the spirit of any The Club Group;

(c) Encouraging others to violate this Agreement;

(d) Refusing to follow The Club staff instruction or direction; or

(e) Violation (intentional or unintentional) of this Agreement, or of any applicable local, state, national or international law, statute, ordinance or regulation.

(f) Transmit money to The Club or any The Club Group through financial accounts that are stolen, fraudulent or otherwise unauthorized.

Also, your posting of other inappropriate actions, Public Information or other materials may also warrant removal and/or suspension from our website. The Club reserves the right to remove any post or other material without warning or further notice.

While we prohibit such conduct and content, you understand and agree that you nonetheless may be exposed to such conduct or content and that you use the Site and attend The Club Gatherings at your own risk.

For purposes of this Agreement, "posting" includes uploading, posting, emailing, transmitting or otherwise making available. Without limiting the foregoing, The Club and its designees shall have the right to remove any Public Information or other material that violates this Agreement or is otherwise objectionable.

Interference with Site.

You agree that you will not:

(a) upload, post, email, or otherwise transmit any computer routines, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(b) interfere with or disrupt our Site or networks connected to our website or through the use of our Site, or disobey any requirements, procedures, policies or regulations of networks connected to our website or through the use of our Site, or otherwise interfere with our Site in any way, including through the use of javascript, active or other coding;

(c) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or

(d) copy, reproduce, alter, modify, or publicly display any information displayed on our website (except for Your Information), or create derivative works from our website (other than from Your Information), to the extent that such action(s) would constitute copyright infringement or otherwise violate the intellectual property rights of The Club or any other third party, except with the prior written consent of The Club or the appropriate third party.

General Practices Regarding Use of Site. You acknowledge and agree that we may establish general practices and limits concerning the use of our Site. You agree that we have no responsibility or liability for the storage or the deletion of, or the failure to store or delete, any of Your Information. You acknowledge that we reserve the right to log off users who are inactive for an extended period of time. In addition, you acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

User License to The Club

By sending or transmitting to us creative suggestions, ideas, notes, concepts, information, or other materials (collectively, " Submission Materials") or by posting such Submission Materials on the Club you hereby grant to us and our designees a worldwide, non-exclusive, sub-licensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Submission Materials in any media now known or hereafter devised, for any purpose whatsoever, commercial or otherwise, without compensation to you, the provider of the Submission Materials. The foregoing license to The Club shall be considered fully paid-up and royalty free. In addition, under no circumstances shall The Club have any obligation whatsoever to pay a fee to any subscriber or user in connection with the Submission Materials upon the occurrence of a transfer of all or any portion of The Club's business through a merger, sale, transfer or license of all or substantially all of the assets of The Club, nor shall the sale or barter of advertising or sponsorship on any of the Club or any other product sales give rise to any obligation to pay a fee to Subscribers.

None of the Submission Materials disclosed or posted via message boards, chats or other public forums shall be subject to any obligation, whether of confidentiality, attribution, or otherwise, on The Club's part and we shall not be liable for any use or disclosure of any such Submission Materials.

Links to Other WebSite and Offers

This Club may contain hyperlinks and other pointers to Internet website operated by third parties for the convenience of users and members. The linked websites are not controlled by The Club, and The Club is unable to control the contents of any such linked website. Hence, The Club does not accept any responsibility for the contents nor does it specifically endorse those contents. Users and members link to any such website and use or rely on such website entirely at their own risk.

The Club may from time to time accept banner and other forms of advertisement on this Site. Any such banner or other advertisement or link should be understood to be a paid advertisement and not an implicit or explicit endorsement by The Club of the content or use of that linked site. Users and members are referred to the linked website for all information in relation to that website.

Some advertisements contain representations or offers by the advertiser which can be accepted by linking to the advertiser's website and executing the relevant transaction. Such offers are not made solely by the advertiser, not by The Club. Further, the advertiser is solely responsible for fulfilling any representation or offer made.

Dealings with Marketing Partners and Third Parties

Your correspondence or business dealings with, or participation in promotions of, marketing partners or other third parties found on our website or through our Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such marketing partner or other third party. You agree that The Club shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such marketing partners or other third parties on our website or located through the use of our Site.

Disclaimer and Limitation of Liability

The Australian Trade Practices Act 1974 (Cwth) and similar State and Territory Legislation confers certain rights and remedies on consumers in relation to the provision of services by this Site which cannot be excluded, restricted or modified ("Statutory Rights"). To the extent that such Statutory Rights conflict with the disclaimers and other conditions set out below the Statutory Rights shall prevail provided that the offending disclaimer or condition shall be read down to the minimum extent required to avoid offending the Statutory Rights or if necessary shall be severed on the basis that the remainder of the disclaimer and the conditions shall continue to apply to the maximum extent possible. This Disclaimer shall exclude all other conditions and warranties implied by custom, law or statute.

Subject to the Statutory Rights:

All Content is provided "as is" and without warranties of any kind, either express or implied,

The Club expressly disclaims all warranties of any kind including, without limitation, implied warranties of merchantability and fitness for a particular purpose,

The Club does not warrant that the functions contained in any Content or any Communications Facility or user or member access to this Site will be uninterrupted or error-free, that any defects will be corrected or that this Site or the server which stores and transmits Content to you are free of viruses or any other harmful components,

The Club does not warrant or make any representation regarding user or member access to, or the results of user or member access to, this Site (including any linked webSite) or any Content in terms of correctness, accuracy, timeliness, completeness, reliability or otherwise, and

Users and members (and not The Club) assume the entire cost of any necessary verification, maintenance, repair and/or correction of any relevant Content. Under no circumstances (including but not limited to any act or omission, whether negligent or not, on the part of The Club) will The Club or its Affiliates be liable for any indirect, incidental, special and/or consequential damages or loss of profits whatsoever which result from any use or access of, or any inability to use or access, this Site or any Content.

Users and members expressly acknowledge and agree that The Club does not exert control over other users and members of the Site and is not liable either for their opinions or their behavior including any information and/or advice and any defamatory statements or offensive conduct.

To the fullest extent permitted by law, The Club's liability for breach of any implied warranty or condition which cannot be excluded is limited at the option of The Club to

The supply of the services again, or

The payment of the cost of having services supplied again.

Payment Information

Fees and Payments - General. Access to our website and use of selected features of our Site is free. We may charge fees for various premium features and services that we offer. We may, in our sole discretion, change this policy and begin charging for access to our website and other features and services, and we may, in our sole discretion, add, remove or change the features and services we offer or the fees (including the amount or the type of fees) we charge at any time. We are not responsible for any charges or expenses you incur resulting from being billed by us in accordance with these Terms of Service (e.g., overdrawn accounts, exceeding account limits, etc.)

Membership Term And Renewal: The initial membership term is selected by the Member upon registration, committing that Member to a subscription of the time frame of his/her selection. Upon expiration of the initial membership term you will be billed in accordance with ongoing renewal of your original term. You are financially responsible for all associated subscription fees until notice of cancellation is received by The Club.

Cancellation Policy: You may cancel your subscription at anytime. To cancel, you must email info@healthybodyclub.com.au

Upon cancellation, your account will be terminated effective at the end of the then current billing period and The Club in its sole discretion shall have the right but not the responsibility to delete all of the account information provided by you. You will not be entitled to any refund. We do not refund for part used membership fees.

Automatic Renewal: After the initial membership term ends, membership will automatically renew on a periodic basis, of three, six or twelve month terms. Membership will renew on the day after the initial membership ends, and renew on the same date of the month at the beginning of the next membership period thereafter. You may cancel your subscription at any time in accordance with the Cancellation Policy above. There is no minimum number of membership terms that you must purchase. Cancellations must be made in accordance with the instructions in the Cancellation Policy above.

Your credit card will be automatically charged on monthly or other periodic basis depending on your subscription plan for as long as you remain a Member. You agree that The Club is not obligated to send you any renewal or advance billing notices indicating that your credit card will be or has been charged.

Payment and billing policies: please note that we only accept credit card payments and do not accept debit card payments at this time

Termination

The Terms of Use are effective until terminated or amended by The Club. The Club may terminate this agreement and user and member access to this Site at any time without notice. In the event of termination, all restrictions imposed on users and members, licenses granted by users and members and all The Club disclaimers and limitations of liability set out in the Terms of Use will survive. In the case of members, The Club's liability will be limited to a refund of any unused portion of any subscription fee paid.

Miscellaneous

This agreement will be governed by and construed in accordance with the laws of NSW, Australia. Users and members irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of NSW. If any provision of this agreement is found to be invalid or unenforceable by a court of law, such invalidity or unenforceability will not affect the remainder of the agreement which will continue in full force and effect.

All rights not expressly granted herein are reserved.

Indemnity

You agree to indemnify and hold the Club, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the service in violation of this Agreement and/or arising from a breach of these Terms of Use and/or any breach of your representations and warranties set forth above.

Password and Security. When you complete our registration process you will receive a password that will enable you to access our Site. You agree to maintain the confidentiality of your password, and are fully responsible for all liability and damages resulting from your failure to maintain that confidentiality and all activities that occur through the use of your password. You agree to immediately notify us of any unauthorized use of your password or any other breach of security. You agree that The Club cannot and will not be liable for any loss or damage arising from your failure to comply with this Password and Security Terms.

Your Information

Definition. "Your Information" is defined as any information post or other material you provide (directly or indirectly), including through the registration process or through the use of our Site, in any public message board (including the personal introduction section of each topic group, or paid services of the The Club website) or through email. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of your Public Information (as defined below).

Any of Your Information that, through the use of our Site or otherwise, you submit or make available for inclusion on publicly accessible areas of our website is referred to as "Public Information" (your name (if provided) and location are considered Public Information); any other portion of Your Information shall be referred to as "Private Information." "Publicly accessible" areas of our website are those areas that are available either to some or all of our members (i.e., not restricted to your viewing only) or to the general public.

You should understand that your Public Information may be accessible by and made public through syndication programs and by search engines, metasearch tools, crawlers, metacrawlers and other similar programs.

Restrictions. In consideration of your use of our Site, you agree that Your Information:(a) shall not be fraudulent; (b) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) shall not violate any law, statute, ordinance or regulation; (d) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (e) shall not be obscene or contain, pornography, child pornography, or photographs of unclothed person(s); (f) shall not contain any viruses, Trojan horses, worms, time bombs, cancel bots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (g) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; (h) shall not link directly or indirectly to any materials to which you do not have a right to link to or include.

In addition, you agree that you will provide us with your valid, current email address, both at the time of your registration with us and from time to time as your email address changes.

You agree that your membership profile, message board postings, uploaded pictures, or any other portions of the website reserved solely for member use may not be used by you for commercial activity, sales of goods or services, or promotion of a company, good, or service unrelated to the topic or spirit of the The Club

License. We do not claim ownership of Your Information. We will use Your Information only in accordance with our privacy policy. However, to enable us to use your Public Information and to ensure we do not violate any rights you may have in your Public Information, you grant The Club a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise, commercialize and exploit the copyright, publicity, and database rights (but no other rights) you have in your Public Information, in any media now known or not currently known, with respect to your Public Information.

Restriction on Use of Your Information. Except as otherwise provided in our privacy policy, we will not sell, rent or otherwise disclose any personally identifiable information about you (including your email address) to any third party.

Consent to Disclosure. You acknowledge and agree that The Club may disclose Your Information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to:(a) comply with a current judicial proceeding, a court order or legal process served on us or our website, (b) enforce this Statement or the Terms of Service Agreement, (c) respond to claims that Your Information violates the rights of third parties; or (d) protect the rights, property or personal safety of The Club, its employees, users and the public.

Buddy Scheme

Direct contact rules: Some of our members will make their email addresses and or telephone numbers available if they wish to converse with others users with similar interests and/or goals. If you use this information, you agree not to transmit "spam" or other unwanted solicitations, or any material that is harassing, threatening, racially offensive, obscene, abusive, harmful, defamatory, invasive of another's privacy, infringing of another's intellectual property rights, or illegal. Members found using email information in this manner may, at the sole discretion of The Club, have their Membership cancelled without notice. The Club is not responsible for the content of email messages sent by its members or from a third party

Buddy Meetings. Through our Site we provide tools that enable our users to arrange physical meetings (a "Buddy Meeting") at venues that include, but are not limited to, public parks, private homes or private enterprises (such as coffee shops or retail stores). We do not supervise these Buddy Meetings and are not involved in any way with the actions of any individuals at these Buddy Meetings. As a result, we have no control over the identity or actions of the individuals who are present at these Buddy Meetings, and we request that our users exercise caution and good judgment when attending these Buddy Meetings.

Release. Because we do not supervise or control the Buddy Meetings or interactions among between users and other persons or companies, and because we are not involved in any way with physical transportation to or from these Buddy Meetings or with the actions of any individuals at these Buddy Meetings, and because we do not control Securepay, credit card companies or other payment processing companies, and because we cannot guarantee the true identity, age, nationality of Site users, and because we have very limited control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of various aspects of the Site you agree that you bear all risk and you agree to release us (and our officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third party partners) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with your use of the Site, your Third Party Transactions, our resolution of any disputes among users, and/or your transportation to or from, attendance at, or the actions of you or other persons at, a Buddy Meeting.

Our Communications. You understand and agree that we may send you certain communications, such as The Club announcements, newsletters, service announcements and other administrative messages, and that these communications are considered part of our Site. Your ability to opt out of these communications, if any, will be governed by our privacy policy (www.healthybodyclub.com.au/privacy)

Warranties; Liability

Disclaimer of Warranties. Your use of our Site is at your sole risk. Our Site is provided to you "as is" and on an "as available" basis. We specifically disclaim all warranties and conditions of any kind, whether express, implied or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We disclaim any warranties regarding the security, reliability, timeliness, and performance of our Site. We disclaim any warranties for any information or advice obtained through our Site. We disclaim any warranties for services or goods received through or advertised on our Site or received through any links provided by our Site, as well as for any information or advice received through any links provided through our Site.

In addition, no advice or information (oral or written) obtained by you from us shall create any warranty.

You understand and agree that you download or otherwise obtain material or data through the use of our Site at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that results from the download of such material or data.

Limitation of Liability. You agree that in no event shall The Club be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if The Club has been advised of the possibility of such damages), arising out of or in connection with our Site or this Agreement or the inability to use our Site (however arising, including negligence), arising out of or in connection with Third Party Transactions or arising out of or in connection with your use of our Site or transportation to or from The Club Gatherings , attendance at The Club Gatherings, participation in or exclusion from The Club Groups, and the actions of you or others at The Club Gatherings. Our liability to you or any third parties in any circumstance is limited to the greater of (a) the amount of fees, if any, you pay to us in the twelve (12) months prior to the action giving rise to liability, and (b) $100.

Exclusions. Some jurisdictions do not allow the exclusion or limitation of certain warranties or of incidental or consequential damages. Accordingly, some of the limitations in this Section 11 may not apply to you.

Modifications

We reserve the right at any time or times to modify or discontinue, temporarily or permanently, all or any portion of our Site with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or termination of our Site.

Termination; Breach

You agree that we, in our sole discretion, may issue a warning, temporarily suspend, indefinitely suspend, remove content or information you have posted, or terminate your account your status as a member, or your ability to use all or any portion of our Club, for any reason, including, without limitation, (a) for lack of use, (b) if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the documents or agreements it incorporates by reference, (c) if we are unable to verify or authenticate any information you provide to us, or (d) if we believe that your actions may cause legal liability for you, our users or us. You agree that any termination of your account or access to all or any portion of the Club under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or our Club. You also agree that we shall not be liable to you or any third party for any termination of your use of or access to all or any portion of the Club. Termination or suspension of your use of our Club in violation of Section 3.2 will not result in refunds of membership fees paid, if any, and you will forfeit the remaining period of your paid membership, if any.

Trademarks; Copyrights; Proprietary Rights

The Club's Trademarks. The Club trademarks and service marks, and other The Club logos, products and service names, are trademarks of The Club Inc. (the "The Club Trademarks"). Except as otherwise permitted by law, you agree not to display or use in any manner the The Club Trademarks without The Club's prior written consent.

No Resale

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of The Club's Site, use of the Site, or access to the Site for any sales of goods or services, or promotion of a company, good, or service unrelated to the topic or spirit or the The Club Group.

Incorporation by Reference. Our privacy policy statement (http://www.The Club.com/privacy) is incorporated by reference. We may change our privacy policy statement at any time or times and our changes are effective after we provide you with at least thirty (30) days notice as provided in our privacy policy statement ("Notification of Changes").

Entire Agreement. This Agreement constitutes the entire agreement between you and The Club, superseding any prior agreements between you and The Club. To the extent that you have previously registered with The Club and provided Your Information, this Agreement now governs how The Club may use Your Information, whether provided in the past or the future.

Additional Terms

No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and The Club is intended or created by this Agreement.

Assignment. You agree that this Agreement, all rights herein, and all incorporated agreements may be automatically assigned by The Club, in our sole discretion, to one or more third parties in the event of a merger, acquisition, corporate reorganization, sale of all or substantially all of The Club's assets, or similar transaction.

No Guarantee. We do not guarantee continuous, uninterrupted or secure access to our Site, and operation of our website may be interfered with by numerous factors outside of our control.

No Waiver. The Club's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and does not waive our right to act with respect to subsequent or similar breaches.

Severance. If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, you and The Club nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement will remain in full force and effect.