The Jane Club Membership Agreement
Last Updated 9/2018
Welcome to The Jane Club! The Jane Club is a shared work and community space with an emphasis on women and the working mother, which provides members with access to a variety of services, such as customizable office amenities, meeting areas and exercise areas. This Membership Agreement (“Agreement”) sets for the terms, conditions, rules and policies regarding your use of and participation in the properties, spaces, events and services of The Jane Club.
PLEASE READ THIS MEMBERSHIP AGREEMENT CAREFULLY. BY ACCESSING OR USING ANY PROPERTY, SHARED WORK SPACE OR COMMUNITY SPACE (EACH, A “CLUB SPACE”) OWNED, LEASED OR RENTED BY 516 ENTERPRISES, LLC D/B/A THE JANE CLUB (“THE JANE CLUB”), COMPLETING THE REGISTRATION PROCESS ON THIS WEBSITE (“WEBSITE”), CLICKING ON THE “I ACCEPT” BUTTON, AND/OR USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE JANE CLUB AND ANY A CLUB SPACE (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”), YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH THE JANE CLUB, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY. THE TERM “YOU” REFERS TO THE INDIVIDUAL IDENTIFIED AS THE USER OR MEMBER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE ANY CLUB SPACE OR SERVICES.
PLEASE BE AWARE THAT SECTION 13 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in this Agreement, posted in Club Spaces, or will be presented to you for your acceptance when you sign up to use the supplemental Service. If this Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. This Agreement and any applicable Supplemental Terms are referred to herein as the “Agreement.”
1. Member Orientation. We understand that lengthy legal agreements, such as this one, can be intimidating and difficult to read. While you should read this Agreement in its entirety as it describes your obligations and affects you legal rights, we have summarized some of the key points of this Agreement in this Section 1.
1.1 Club Space Access. You may access those Club Spaces for which applicable membership and other fees have been paid. Members can add or rent additional Club Spaces for additional fees, by contacting The Jane Club at firstname.lastname@example.org, or by visiting the front desk at one of our locations.
1.2 Initial Commitment, Recurring Fees, and Membership Freezes
(a) Commitment Period. In order to access and use the Club Spaces and Services, you must purchase a membership subscription.
(b) Automatic Renewals. If you purchase a subscription for a term (the “Initial Term”), then your subscription will be automatically renewed for a period of a duration equivalent to the Initial Term at The Jane Club’s then-current fee for such services, unless you opt out of the auto renewal in accordance with Section 6.3 below.
(c) Membership Cancellations. You may cancel your membership for any reason, on written notice to us in accordance with Section 6.3 below, or by visiting any The Jane Club location.
(d) Membership Freezes. You may freeze your membership subscription up to two (2) times per year, for a duration of your choice at any time on seven days prior written notice. During any period in which you freeze your membership, you will not have access to any Club Spaces or any Services that require a subscription. Once you unfreeze your subscription, you can begin using the Club Spaces and Services immediately and you will automatically be charged your subscription fee for that month beginning on the date you unfreeze your membership. You may freeze and unfreeze your membership by emailing us at email@example.com or visiting the front desk at one of our locations
1.3 Member Check-in. All members must check in at the front desk before any use of any Club Space or Service is permitted. Members should bring a government-issued photo ID to check in each time they use a Club Space and/or Service.
1.4 Release of Liability and Assumption of Risk. This Agreement includes a release of liability and assumption of risk provision in Section 11.
2. Membership Policy.
2.1 Generally. Access to and use of The Jane Club’s Club Spaces and Services is subject to each member’s full compliance with the rules in this Agreement, including the rules in this Section 2, as well as any rules posted in any Club Spaces (collectively, the “Rules”). The Rules listed are designed to ensure a safer and more enjoyable environment in which to work and relax. So, please be thoughtful and observe the Rules at all times. All approved signs posted in Club Spaces or on any of The Jane Club’s premises shall be considered part of the Rules. PLEASE NOTE THAT This MEMBER POLICY IN THIS SECTION 2 IS subject to change by The Jane Club in its sole discretion at any time. When changes are made, we will make a new copy of this Agreement available at the Website. We will also update the “Last Updated” date at the top of this Agreement. We may also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. The Jane Club may require you to provide consent to the updated Agreement in a specified manner before further use of the Club Space(s) and/or the Services is permitted. PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT AGREEMENT.
2.2 Equal Opportunity Policy Statement. The Jane Club seeks, enrolls and maintains membership without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, sexual orientation or age. It is further The Jane Club policy that no circumstance or conduct undertaken by The Jane Club personnel shall have the effect of discrimination on the basis of any of the aforementioned classifications. All members of The Jane Club shall have full and equal access to Club Spaces and Services. All members with disabilities shall be entitled to reasonable accommodations for their physical and mental impairments. Any member who believes that he/she is/has been treated unfairly on any of the aforementioned matters should first report to The Jane Club management or at firstname.lastname@example.org.
2.3 Conduct. While in The Jane Club facilities, The Jane Club does not permit and will not tolerate any inappropriate conduct. Such conduct includes, without limitation, using loud, abusive, offensive, insulting, demeaning language, profanity, lewd conduct or any conduct that harasses, intimidates or is otherwise bothersome to members, guests or The Jane Club employees. In addition, all members and guests must be respectful of any noise ordinances, as well as any parking restrictions, limitations or reserved spaces at or surrounding The Jane Club premises.
2.4 Member Privacy. Members are expected to respect the privacy of others, including refraining from taking pictures or posting social media posts, text, content, images or videos featuring other members without their prior consent. Members are also required to respect the privacy of nursing mothers using our facilities to nurse and/or pump, and must refrain disturbing, molesting, harassing, stalking or otherwise bothering any member while nursing or pumping.
2.5 Solicitation. The Jane Club facilities are provided for the private use by club members only and are not open to the public. Any solicitation within any such facilities is absolutely forbidden. This includes for example: solicitation for profit, political purposes or any other reason; use of petitions; distributing or posting leaflets, notices or advertising in any The Jane Club premises; or leaving multiple copies of leaflets or other papers in any such premises.
2.6 Availability of Club Spaces and Services. The Jane Club may provide access to Club Spaces, classes, equipment, babysitting, yoga, cooking classes, spas or pools. Such Services and facilities may have limited hours, be discontinued altogether at any time, or be offered on a “first come first serve” basis. The Jane Club reserves the right to charge a separate participation or reservation fee for any or all of these Club Spaces or Services. Use of Club Spaces or Services are authorized and limited pursuant to your membership subscription.
2.7 Athletic Classes & Equipment. The Jane Club may have specific procedures and Rules for special classes and/or classes hosted by third parties on The Jane Club premises. Please see the front desk or read the posted information for these activities.
2.8 Storage Areas. The Jane Club may make available closets and other storage areas to allow members to store their personal belonging on a daily basis. Typically, these closets and areas do not accommodate locks. As such, do not leave valuable property in any closet or other storage area at any time. The Jane Club is not responsible for any theft or damage to your property. If you lock your property on or to any part of any Club Space and leave such property locked overnight, The Jane Club reserves the right to cut it off. The Jane Club will consider your property abandoned if left overnight. If you leave your property overnight, The Jane Club shall have the right to donate your property to charity.
2.9 Prohibited Items and Activities. Members are expected to be respectful of other members and their children at all times. The Jane Club may suspend or terminate any person’s membership for engaging in any abusive, harmful, lewd, vulgar, or other unreasonably irritating or bothersome behavior, as determined by The Jane Club in its sole discretion. Without limiting the foregoing, members are prohibited from engaging in the following activities and/or bringing the following items onto any premises of The Jane Club:
(a) No Smoking. The Jane Club does not permit smoking in any of its premises.
(b) No Weapons. No weapons of any kind are permitted in The Jane Club premises.
(c) No Photographic or Video Equipment. No photography, videotaping, filming or audio recording in The Jane Club facilities without prior written permission of management.
2.10 Child Services. The Jane Club may provide babysitting, child play areas and other services related to children. All personnel of The Jane Club involved with any child related services are required to undergo background checks prior to being hired. The Jane Club does not allow any non-The Jane Club personnel to access any child directed areas on the premises, and you may not access any such areas, except as necessary to pick-up, drop-off and tend to your children. You acknowledge and agree that The Jane Club personnel are not medical professionals and are not authorized to administer any medications, whether over-the-counter or prescription, under any circumstances.
2.11 Wi-Fi. The Jane Club provides public Wi-Fi on its premises. You agree not to disclose, provide or make available any usernames or passwords provided by The Jane Club with respect to its Wi-Fi. You acknowledge that the use of any Wi-Fi may be subject to additional terms and conditions that will be provided to you, whether in hardcopy or digitally. Due to the public nature of such Wi-Fi, The Jane Club makes no representations, warranties or other guarantees with respect to the availability, integrity or security of such Wi-Fi. As such, The Jane Club is not, and shall not be liability for any loss, damage, hacking, or breach relating to any data, content or information you download, upload, store, process, transmit or otherwise make available via any such Wi-Fi, or any unavailability, error, or lost connection in connection with such Wi-Fi.
2.12 Food. The Jane Club may provide members with complementary snacks and drinks, such as coffee, juice and packaged nuts and candies. You understand that you are free to choose which foods and beverages, if any, you and your children, if any, may consume, and you accept sole responsibility for all risks associated with such consumption by you and your children, including food sickness, allergic reaction and death. In the event any of your children, if applicable, have any food allergies, you are solely responsible for notifying The Jane Club personnel within the children’s area(s), and providing them with any requested information.
2.13 Damage to Club Spaces. In order to continue making our Club Spaces and Services available to you and other members, we require that our members treat our Club Spaces with respect, and refrain from any conduct that may damage or destroy such spaces. In the event you damage or destroy any Club Space, you agree that you shall fully reimburse The Jane Club for all costs, expenses, damages, liabilities and losses, including any reasonable attorneys’ fees, incurred by The Jane Club in connection with any such damage or destruction.
2.14 Violations. Without limiting any other provision in this Agreement, if any member or guest violates any of the rules or policies in this Section 2, The Jane Club will ask that person to stop or leave. A member’s violation of any of these rules or policies may also cause The Jane Club, in its sole discretion, to terminate that person’s membership and/or other agreements.
3. User Conduct. As a condition of use, you agree not to use Club Spaces or Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third-party) either (a) to take any action or (b) provide, post, transmit, broadcast, distribute, or otherwise make available (collectively, “Make Available”) any content, data or materials in, on or through Club Spaces or Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without The Jane Club’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of The Jane Club; or (vi) to attempt or engage in, any potentially harmful acts that are directed against Club Spaces, Services, any members of The Jane Club, or any of The Jane Club’s personnel.
4. Investigations. The Jane Club may, but is not obligated to, monitor or review the Club Spaces and Services at any time. Without limiting the foregoing, The Jane Club shall have the right, in its sole discretion, to remove any members, and any of their property, content, data and materials if such member, or their property, content, data or materials violates this Agreement or any applicable law. Although The Jane Club does not generally monitor user activity occurring in connection with Club Spaces and Services, if The Jane Club becomes aware of any possible violations by you of any provision of this Agreement, The Jane Club reserves the right to investigate such violations, and The Jane Club may, at its sole discretion, immediately terminate your license to use Club Spaces and Services, without prior notice to you.
5. Interactions with Other Members.
5.1 Meetings and Events. As part of the Services, The Jane Club provides Club Spaces that allow members to organize meetings and events. The Jane Club does not supervise these meetings or events, is in no way connected to such meetings or events, and does not help organize or orchestrate these activities. As a result, we have no control over the identity of the individuals who are present at these meetings or events and we request that our members exercise caution and good judgment when attending these meetings and events. The Jane Club is not liable for any problems or issues that arise from or at any of these activities.
5.2 Member Responsibility. You are solely responsible for your interactions with other members of The Jane Club and any other parties with whom you interact through Club Spaces and Services; provided, however, that The Jane Club reserves the right, but has no obligation, to intercede in disputes. When interacting with other members you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don't know. THE JANE CLUB AND ITS AFFILIATES, LANDLORDS, PROPERTY MANAGERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE CLUB SPACES AND SERVICES, OR ANY OFF-SITE EVENT(S) PROVIDED OR SPONSORED BY THE JANE CLUB. You understand that The Jane Club does not currently conduct criminal background checks on its members. The Jane Club makes no representations or warranties as to the conduct of other members. THE JANE CLUB MAKES NO REPRESENTATIONS IN CONNECTION WITH PUBLIC, PRIVATE, OR OFFLINE INTERACTIONS. NEITHER THE JANE CLUB NOR ITS AFFILIATES, LANDLORDS, PROPERTY MANAGERS, OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY MEMBER OF THE SERVICES. We encourage you to exercise caution and to only meet with members that you know and trust.
5.3 Content Provided by Other Members. The Club Spaces may contain content provided by other members. The Jane Club is not responsible for and does not control such content. The Jane Club has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to such content. You use such content and interact with other members at your own risk.
6. Fees and Payment Terms
6.1 Payment. You agree to pay all fees or charges to your membership account (“Account”) in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide The Jane Club with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), or ACH information as a condition to signing up for a membership. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not this Agreement to determine your rights and liabilities. By providing The Jane Club with your credit card number and associated payment information, you agree that The Jane Club is authorized to immediately invoice your Account for all fees and charges due and payable to The Jane Club hereunder and that no additional notice or consent is required. You agree to immediately notify The Jane Club of any change in your billing address or the credit card used for payment hereunder. The Jane Club reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Website or by e-mail delivery to you.
6.2 Service Subscription Fees; Initial Commitment. You will be responsible for payment of the applicable fee for any membership (each, a “Service Subscription Fee”) at the time you select your monthly, quarterly, semi-annual, or annual package (each, a “Service Commencement Date”). Except as set forth in this Agreement, all fees for any memberships are non-refundable. No contract will exist between you and The Jane Club for any membership until The Jane Club accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.
6.3 Automatic Renewal. Your subscription/membership will continue indefinitely until terminated in accordance with this Agreement. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an period of equivalent duration to the initial subscription period, at The Jane Club’s then-current price for such subscription. You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least ten (10) days prior to the Renewal Commencement Date (or in the event that you receive a notice from The Jane Club that your subscription will be automatically renewed, you will have ten (10) days from the date of The Jane Club notice), by visiting the front desk of any property of The Jane Club, or by email us at email@example.com. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you authorize The Jane Club to charge your Payment Provider now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if The Jane Club does not receive payment from your Payment Provider, (i) you agree to pay all amounts due on your Account upon demand, and/or (ii) you agree that The Jane Club may either terminate or suspend your subscription/membership and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your subscription/membership will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
6.4 Membership Freezes. You may freeze your membership subscription up to two times per year, for any duration, upon seven (7) days prior notice to The Jane Club at firstname.lastname@example.org. During any period in which you freeze your membership, you will not have access to any Club Spaces or any Services that require a subscription. Once you unfreeze your subscription, you can begin using the Club Spaces and Services immediately and you will automatically be charged your subscription fee for that month beginning on the date you unfreeze your membership. You may freeze and unfreeze your membership by emailing us at email@example.com or visiting the front desk at one of our locations.
6.5 Taxes. The Jane Club’s fees are net of any applicable Sales Tax. If any Club Spaces and/or Services, or payments for any Club Spaces and/or Services, under this Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to The Jane Club, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify The Jane Club for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that The Jane Club is permitted to pass to its customers, that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax
7. Third-Party Services. The Jane Club may make available products and services provided by third parties, such as fitness instructors, coaches and professional chefs (“Third-Party Services”). The Jane Club provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services. You use all Third-Party Services at your own risk.
8. Indemnification. You agree to indemnify and hold The Jane Club, its parents, subsidiaries, affiliates, officers, employees, agents, partners, landlords, property managers and licensors (collectively the “The Jane Club Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) any data, information or content you Make Available at, in or through Club Spaces; (b) your use of, or inability to use, the Club Spaces and Services; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any other member; or (e) your violation of any applicable laws, rules or regulations. The Jane Club reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with The Jane Club in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, this Agreement, or your access to the Club Spaces and Services.
9. Disclaimer of Warranties.
9.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF AND PARTICIPATION IN CLUB SPACES AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE JANE CLUB PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(a) You acknowledge and agree that the Jane Club Parties are not responsible for and shall not have any liability, directly or indirectly, for any loss or damage, including personal injury or death, as a result of or alleged to be the result of (i) any incorrect or inaccurate Content posted In CLUB SPACES or otherwise provided in connection with the ServiceS; (ii) THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT POSTED OR MADE AVAILABLE BY OTHER MEMBERS; (iII) the timeliness, deletion or removal, incorrect delivery or failure to store any Content, communications or personalization settings; (iV) the conduct, whether online or offline, of any MEMBER; or (v) any error, omission or defect in, interruption, deletion, alteration, delay in operation or transmission, theft or destruction of, or unauthorized access to, any User communications MADE IN CONNECTION WITH ANY WI-FI OR OTHER INTERNET SERVICES MADE AVAILABLE BY THE JANE CLUB.
(b) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE JANE CLUB OR THROUGH THE CLUB SPACES OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
9.2 No Liability for Conduct of Other Members. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS OF THE JANE CLUB. YOU UNDERSTAND THAT THE JANE CLUB DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF MEMBERS OF THE JANE CLUB. THE JANE CLUB MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS OF THE JANE CLUB. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS OF THE JANE CLUB.
10. Limitation of Liability.
10.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE JANE CLUB PARTIES BE LIABLE FOR ANY LOSS OF USE, DATA, OR PROFITS OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE CLUB SPACES OR SERVICES, WHETHER OR NOT THE JANE CLUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER MEMBERS OF THE JANE CLUB, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE CLUB SPACES OR SERVICES, OR ANY OFF-SITE EVENT(S) PROVIDED OR SPONSORED BY THE JANE CLUB; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE CLUB SPACES OR SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA MADE IN CONNECTION WITH ANY WI-FI OR INTERNET SERVICES MADE AVAILABLE BY THE JANE CLUB; (4) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY IN CLUB SPACES; OR (5) ANY OTHER MATTER RELATED TO THE CLUB SPACES OR SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
10.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE JANE CLUB PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO THE JANE CLUB by you during the one-month period prior to the act, omission or occurrence giving rise to such liability and (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF THE JANE CLUB PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY THE JANE CLUB PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY THE JANE CLUB PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
10.3 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
10.4 Your Data. THE JANE CLUB PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY DATA (INCLUDING, BUT NOT LIMITED TO, YOUR DATA), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS IN CONNECTION WITH ANY WI-FI OR INTERNET SERVICES MADE AVAILABLE BY THE JANE CLUB.
10.5 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE JANE CLUB AND YOU.
11. Release. You, any children under the age of 18 that you bring onto any of The Jane Club’s premises (each, a “Minor”), and all successors, heirs, personal representatives and assigns of you and your Minor(s), agree to bear all risk and hereby release The Jane Club Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from (i) any interactions with or conduct of other members of The Jane Club; and (ii) any personal injury, including illness and death, and/or damage to personal property that may be sustained by you or your Minor(s) in connection with use of or participation in any Club Spaces or Services, including any food or beverages provided by The Jane Club and consumed by you and/or your Minor(s), or your participation in any off-site event(s) provided or sponsored by The Jane Club. You further waive any and all rights and benefits which you have or may have under California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” or any similar provision of the statutory or non-statutory law of any other jurisdiction (including without limitation the states of Missouri, Delaware, and Pennsylvania) to the full extent that you may lawfully waive all such rights and benefits.
12. Term and Termination.
12.1 Term. This Agreement commences on the date when you accept it (as described in the preamble above) and remain in full force and effect while you use the Club Spaces and Services, unless terminated earlier in accordance with this Agreement. Notwithstanding the foregoing, if you used the Club Spaces or Services prior to the date you accepted this Agreement, you hereby acknowledge and agree that this Agreement commenced on the date you first used the Club Spaces or Services (whichever is earlier) and will remain in full force and effect while you use the Club Spaces or Services, unless earlier terminated in accordance with this Agreement.
12.2 Termination of Services and/or Membership by The Jane Club. If you have materially breached any provision of this Agreement, or if The Jane Club is required to do so by law (e.g., where the provision of the Club Spaces or the Services is, or becomes, unlawful), The Jane Club has the right to, immediately and without notice, suspend or terminate any Club Spaces and/or Services provided to you.
(a) If The Jane Club becomes aware of any possible violations by you of this Agreement, The Jane Club reserves the right to investigate such violations. In the event that The Jane Club determines, in its sole discretion, that you have breached any portion of this Agreement, or have otherwise demonstrated conduct inappropriate for the Club Spaces or Services, The Jane Club reserves the right to (i) warn you via e-mail (to any e-mail address you have provided to The Jane Club) that you have violated this Agreement; (ii) remove your property from the Club Spaces; (iii) discontinue your membership(s)/subscription(s) with The Jane Club; (iv) notify and/or send your property to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (v) pursue any other action which The Jane Club deems to be appropriate. If, as a result of the investigation, The Jane Club believes that criminal activity has occurred, The Jane Club reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. The Jane Club is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Club Spaces in The Jane Club’s possession in connection with your use of Club Spaces or Services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce this Agreement; (iii) respond to any claims that any of your property in The Jane Club’s possession or present in Club Spaces violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of The Jane Club, its members or the public, and all enforcement or other government officials, as The Jane Club in its sole discretion believes to be necessary or appropriate.
(b) If your Account is terminated by The Jane Club due to your violation of any portion of this Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Club Spaces or Services through use of a different member name or otherwise. In the event that you violate the immediately preceding sentence, The Jane Club reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
(c) You agree that all terminations for cause shall be made in The Jane Club’s sole discretion and that The Jane Club shall not be liable to you or any third-party for any termination of your Account.
12.3 Termination of your Membership by You. Subject to Section 6.3, if you want to terminate the Services provided by The Jane Club, you may do so by notifying The Jane Club at any time at the front desk of any The Jane Club property, or by contacting us at: firstname.lastname@example.org.
12.4 Effect of Termination. Termination of any membership includes immediate removal of access to those Club Space(s) and Service(s) that were the subject of such membership and barring of further use of such Club Space(s) and Service(s). You understand that any termination of membership may involve donation of any property left in Club Spaces, to charity. The Jane Club will not have any liability whatsoever to you for any suspension or termination, including for donation of your property. All provisions of this Agreement which by their nature should survive, shall survive termination of any membership, including without limitation, warranty disclaimers, releases, and limitation of liability.
13. Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with The Jane Club and limits the manner in which you can seek relief from us.
13.1 Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your membership and Account, access or use of, or participation in, any Club Spaces, or Services, to any products sold or distributed by The Jane Club, or to any aspect of your relationship with The Jane Club, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or The Jane Club may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
13.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to 236 S. Larchmont Blvd., Los Angeles, CA 90004. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, The Jane Club will pay them for you. In addition, The Jane Club will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
13.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and The Jane Club. The arbitration proceeding 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 arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). 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 us.
13.4 Waiver of Jury Trial. YOU AND THE JANE CLUB HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and The Jane Club are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 13.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
13.5 Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, than then claim must be severed from the arbitration and brought into the State or Federal Courts located in San Francisco, California. All other claims shall be arbitrated.
13.6 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: 236 S. Larchmont Blvd., Los Angeles, CA 90004 _or emailing us at email@example.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Account, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
13.7 Severability. Except as provided in subsection 13.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, 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.
13.8 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with The Jane Club.
13.9 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if The Jane Club makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30 days of such change becoming effective by writing The Jane Club at the following address: 236 S. Larchmont Blvd., Los Angeles, CA 90004 or by emailing us at: firstname.lastname@example.org.
14. General Provisions.
14.1 Electronic Communications. The communications between you and The Jane Club use electronic means, whether you visit the Website or send The Jane Club e-mails, or whether The Jane Club posts notices on the Website or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from The Jane Club in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that The Jane Club provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
14.2 Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without The Jane Club’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
14.3 Force Majeure. The Jane Club shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
14.4 Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
14.5 Notice. Where The Jane Club requires that you provide an e-mail address, you are responsible for providing The Jane Club with your most current e-mail address. In the event that the last e-mail address you provided to The Jane Club is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, The Jane Club’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to The Jane Club at the following address: 236 S. Larchmont Blvd., Los Angeles, CA 90004. Such notice shall be deemed given when received by The Jane Club by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
14.6 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
14.7 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
14.8 Questions, Complaints, and Claims. If have any questions, complaints, or claims or you believe that The Jane Club has not adhered to this Agreement, please contact The Jane Club by mailing us at The Jane Club, Attn: 236 S. Larchmont Blvd., Los Angeles, CA 90004, or emailing us email@example.com. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
14.9 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
End of Agreement