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ClubLocal Consumer Terms and Conditions

Last Updated: March 27th, 2013
  1. I. Introduction

    Welcome to ClubLocal (the "Site" or "ClubLocal"). ClubLocal is designed to provide consumers with access to a variety of professional home and home care services.

    These Terms and Conditions set forth the agreement between ClubLocal ("ClubLocal", "we", "us", "our") and each user ("you", "your", or "user") governing your use of the Site and the services provided by ClubLocal (collectively, "Services"). Please read these Terms and Conditions carefully before using this Site or the Services. By using this Site or the Services, you agree to be bound by the terms and conditions contained in these Terms and Conditions, which includes by incorporation the ClubLocal Privacy Policy found here http://www.clublocal.com/privacy-policy. If you do not agree to the terms and conditions contained in these Terms and Conditions, you may not access or otherwise use this Site or the Services. We reserve the right, and you authorize us, to use information regarding your use of the Site, the Services, your Account (as defined below), and any other personal information provided by you in accordance with our Privacy Policy. You further acknowledge and agree that any disputes related to the Privacy Policy, including any breaches in security or privacy, will be subject to the limitations on liability, dispute resolution and arbitration provisions contained in these Terms and Conditions. Please note: If the Services are being performed in California, additional terms are applicable as set forth below.

    This Site is not directed to children under age 13. You must be 18 years old (or the legal age of majority in your state) and able to form legally binding contracts to be eligible to use the Site and the Services. You agree to use this Site and Services only for lawful purposes, and that you are responsible for your use of the Site and Services and communications with us, all of which must comply with these Terms and Conditions. You agree not to use this Site in any manner that interferes with its normal operation or with any other user's use and enjoyment of the Site.

    We may, in our sole discretion, modify these Terms and Conditions. The "Last Updated" date at the top of these Terms and Conditions will indicate when the latest modifications were made. By continuing to access and use the Site or Services after these Terms and Conditions has been modified, you are agreeing to such modifications. Therefore, you should review these Terms and Conditions prior to each use. In addition, when using the Services or particular features of the Site, you shall be subject to any posted guidelines or policies applicable to such Services or features that may be posted from time to time. All such guidelines or policies are hereby incorporated by reference into these Terms and Conditions.

    PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THESE TERMS AND CONDITIONS INCLUDE AN AGREEMENT TO MANDATORY ARBITRATION, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO YOUR USE OF THE SITE AND/OR THE SERVICES TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEED IN COURT. IF YOU WANT TO OPT-OUT OF THIS MANDATORY ARBITRATION AGREEMENT, THE DISPUTES/ARBITRATION PROVISION BELOW DESCRIBES THE PROCEDURES YOU MUST FOLLOW TO DO SO. THE DISPUTES/ARBITRATION PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION. THESE TERMS AND CONDITIONS ALSO INCLUDE A JURY WAIVER.

  2. II. Benefits of Using ClubLocal

    There are many benefits to using ClubLocal to perform the Services you need, including the following:

    Book Online & Save Time. Using ClubLocal eliminates the time it takes to search and find reliable pre-qualified local service professionals (each a "Service Professional"). ClubLocal provides you with visibility into qualified Service Professionals' availability, which enables you to move directly to booking your needed service(s). Moreover, ClubLocal allows for booking your needed service(s) instantly online or through a customer service agent over the phone.

    Buy with Confidence. All ClubLocal Service Professionals are pre-qualified pursuant to multiple guidelines. Further details about ClubLocal's pre-qualification screening can be found here (800) 699-3171. Additionally, you will be covered by the "ClubLocal Buyer Protection Plan" the terms and conditions of which can be found here.

    At ClubLocal, our goal is to save you money. Generally our prices are below the average retail prices for such Services in your area. Our discounts may apply to labor and parts, and shall be available for thirty (30) days from the initial quote provided by a Service Professional for the requested Service(s), provided that any parts purchased at retail will be charged to you at cost. For more information regarding our pricing, click here.

    Store and Retrieve Estimates and Product Warranty Information Easily. If you have an Account (as defined below), a full history of your purchased Service(s) and warranty information is securely stored and accessible for future reference online through your Account.

    Sign Up for Special Promotions and Coupons. If you have an Account, you will from time to time be eligible to receive and have access to special promotions and coupons related to Services offered by ClubLocal and select third-parties.

    Access via Mobile Device. If and when available for your device, you may download and use the ClubLocal mobile application ("Mobile Application") (available for download here here, which is subject to the ClubLocal Mobile Application Terms of Use. Via the Mobile Application, you will be able to book Service Orders (as defined below), access your invoice(s), manage your Account, and receive notifications on the location and arrival time of the Service Professional en route to perform your Service Order.

  3. III. Service Orders

    Booking Service Orders: You may book Services from ClubLocal (each a "Service Order") online from the Site, via the Mobile Application, or by calling customer service at (800) 699-3171. Each Service Order will include the type and scope of work/services needed, the requested date and time of the Service(s), the location at which the Service(s) will be performed, and the estimated cost of the Service(s), if available, or the minimum fee, if applicable.

    Estimate: After the Service Professional has arrived at your home/premises, the Service Professional will further assess the problem and will then generate an estimate for the provision for Services. You will be asked to review and authorize the estimate. An estimate will be valid for thirty (30) days from the date you receive it, provided that the circumstances surrounding the proposed Services do not substantially change during the thirty (30) day period. By booking a Service Order and, if applicable, agreeing to an estimate, you agree that a contract exists between you and ClubLocal, pursuant to which the Services will be provided. If during the course of the Service Order, the Service Professional determines that the work required is greater than what was initially contemplated by more than 10% of the amount of the original estimate (before applicable taxes), the Service Professional will advise you and generate a new estimate reflecting the increase in scope of the Services. If you approve the revised estimate, the Service Professional will complete the work. If you do not approve the revised estimate, the Service Professional will take reasonable efforts to complete some or all of the work specified on the original estimate, the pricing for which you had previously agreed to, or, if he is unable to do so, to restore your home/premises to the condition it was in prior to the arrival of the Service Professional.

    Your Responsibilities: If you book a Service Order, you agree that: (a) you have the right to grant the Service Professional access to the premises to perform the Services; (b) you will have a representative who is 18 years or older present at all times while the Services are being performed and to agree to these Terms and Conditions. You are responsible for securing all permits, licenses and/or renewals required by any government authority for ClubLocal to complete your Service Order. You are also responsible for all fees, taxes, assessments and charges associated with any required permits, licenses and/or renewals. ClubLocal will assist you in responding to requests for information from the permit, license and/or renewal-issuing government authority. You are responsible for providing ClubLocal with a copy of all necessary permits, licenses and/or renewals issued by the government authority. If your address at which the Service Order will be performed is subject to any easements, covenants, or other legal encumbrances that could affect the delivery of the Services, you agree to advise your Service Professional. You are responsible for ensuring that work areas are free of preexisting physical or environmental hazards, building/zoning code violations, or other violations of applicable law, rules, regulations, ordinances, or codes. You agree to control and keep pets away from work areas. You agree to keep posted permits on display at all times to the extent required by applicable law. You agree that if you or anyone you control interferes with or delays the Services, you may be subject to transportation/storage charges or other resulting charges. YOU ASSUME THE RISK AND THE FULL LIABILITY OF PHYSICALLY ASSISTING WITH DELIVERY OF MATERIALS OR WITH INSTALLATION.

    Cancellation of a Service Order: You may cancel a booked Service Order without incurring any fees or penalties any time prior to the time that the Service Professional has commenced travel to the Premises to perform the Services. If you wish to cancel after the Service Professional arrives at the premises but before the Service Professional begins to perform Services, you may be liable for a minimum fee, if applicable, and you will be advised of such at the time you book your Service Order. Once you agree to the Estimate and the Service Professional begins to perform Services, if you cancel the Service Order, you will be responsible to pay for the full amount agreed to on the Estimate.

    Payment for Service Order: Upon the conclusion of the Services, you will pay ClubLocal in full for the Services. You may pay by credit card or by check. If payment is not made, the amount owed shall incur interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) until all amounts owed, including the interest, have been paid in full. In addition, you agree to bear all of our costs of collection, including our attorneys' fees and other legal expenses.

    Liens: If you make all payments as required under these Terms and Conditions, no security interest will be placed against your property by ClubLocal. If a security interest is placed against your property, it creates a lien, mortgage, or other claim against your property to secure payment and may cause a loss of your property if you fail to pay as required.

  4. IV. Special Terms for Certain Services

    Home Inspection Services: If you opt to use ClubLocal for home inspection services ("Home Inspection Services") such services will include a non-invasive visual examination of the inspected systems and items of the subject property (the "Property"). Major visible and readily accessible defects as they exist on the date of the inspection will be noted on the report. While there may be other parts, components or systems present on the Property, only those items specifically noted as being inspected were inspected. The inspector is not required to move furnishings or stored items. The results of the Home Inspection Services are not intended to and do not imply insurability or warrantability of the Property or its components.

    The Home Inspection Services will not include: (a) testing for the presence of radon, (b) testing for mold, (c) testing for compliance with applicable building codes or for the presence of potential dangers arising from asbestos, lead paint, formaldehyde, molds, soil contamination, and other environmental hazards or violations, (d) cosmetic coverings such as paint, stain, wallpaper, or any other floor, ceiling, or wall covering, (e) pressure testing the gas line, (f) performing engineering, architectural, plumbing, or any other job function requiring an occupational license in the jurisdiction where the Home Inspection Services are taking place, or (g) any hazards to the Property related to the landscaping or other external hazards.

    You give the inspector the right to share and discuss report findings with ClubLocal.

  5. V. Limitation of Liability for Home Inspection Services.

    Notwithstanding anything to the contrary in these Terms and Conditions or the ClubLocal Buyer Protection Plan, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL CLUBLOCAL'S CUMULATIVE, AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS RELATED TO THE HOME INSPECTION SERVICES EXCEED THE GREATER OF (i) $500 OR (ii) THE AMOUNT YOU PAID FOR THE HOME INSPECTION SERVICES. SUCH LIMITATION OF LIABILITY ALSO EXTENDS TO THE CLUBLOCAL SERVICE PROFESSIONAL RETAINED TO PROVIDE THE HOME INSPECTION SERVICES.

  6. VI. Your ClubLocal Account

    While you will be able to book a Service Order from ClubLocal without registering on the Site, you will not be able to take full advantage of all ClubLocal has to offer unless you register and create a user account with ClubLocal ("Account"). If you complete the Account registration process, you will provide certain personal information, and will create a username and password. You are responsible for maintaining the confidentiality of your Account username and password and are fully responsible for all activities and transactions that occur under your username, password and/or Account. You agree to immediately notify ClubLocal of any unauthorized use of your username, password or Account or any other breach of security. ClubLocal cannot and will not be liable for any loss or damage arising from your failure to comply with this section. Regardless of whether you create an Account, you are still subject to the terms and conditions set forth in these Terms and Conditions covering the delivery of the Services.

    If you create an Account with ClubLocal or otherwise provide information to ClubLocal on the Site, via the Mobile Application or otherwise, you agree to (a) provide true, accurate, current and complete information about yourself as prompted, and (b) maintain and promptly inform us to update such information to keep it true, accurate, current and complete. If you provide any information that is false, inaccurate, outdated or incomplete, or if ClubLocal has reasonable grounds to suspect that such information is false, inaccurate, outdated or incomplete, ClubLocal has the right to terminate your Account, suspend or terminate your Service Order(s), and prohibit any and all current or future use of the Site and Services (or any portion thereof) by you.

    From time to time, ClubLocal may deposit promotional credits into your Account – for example, as an incentive to establish a ClubLocal account or to refer a friend to ClubLocal. Such promotional programs will be governed by their own terms and conditions which will be presented at the time of such promotions. You may use these promotional credits as partial or full payment for a ClubLocal Service Order. Unless otherwise provided in the promotional terms, promotional credits are non-transferrable, cannot be redeemed for cash, and have an expiration date of ninety (90) days from the date of issue.

  7. VII. Reviews and User Content

    The Site may enable you to post your own content on the Site, such as Feedback (as defined below) regarding the Services or the Service Professional. We reserve the right to remove any Feedback, including any unfavorable feedback. If you are a present or former employee, an employer, an immediate family member, or if you have any relationship to the Service Professional beyond that of a consumer, and you post Feedback about the Service Professional, you agree to fully disclose your affiliation with the Service Professional in any Feedback you post on the Site. If you received any consideration of any kind from a Service Professional for posting Feedback on the Site, you will fully disclose this in the review.

    ClubLocal shall become the owner of any reviews, comments, suggestions or other feedback regarding the Services posted to the Site or on ClubLocal's social media pages (collectively, "Feedback"). ClubLocal will not be required to treat any Feedback as confidential, and will not be liable for any Feedback posted and will not incur any liability as a result of any similarities that may appear in the Services, Site, or other operations of ClubLocal, at any time. Without limitation, ClubLocal will have exclusive ownership of all present and future existing rights to the Feedback of every kind and nature everywhere and will be entitled to use the Feedback for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Feedback. You acknowledge that you are responsible for whatever material you submit, and you, not ClubLocal, have full responsibility for the Feedback, including its legality, reliability, appropriateness, originality, and copyright.

    To the extent that you decide to post any content, including Feedback, on the Site or on ClubLocal's social media pages, you agree not to post or transmit any unlawful, infringing, threatening, harassing, defamatory, vulgar, obscene, profane, indecent, harmful, offensive, hateful or racially, ethnically or otherwise unlawful or otherwise objectionable material of any kind, including any material that encourages criminal conduct or conduct that would give rise to civil liability, infringes others' intellectual property rights or otherwise violates any applicable local, state, national or international law.

    Other than Feedback, as between us and you, you own, or have obtained the right to post, all of the content and information that you post or share on the Site (referred to as "User Content"). By posting any User Content, you hereby grant us a royalty free, fully paid up, perpetual, irrevocable, fully sublicensable, license and right to use, reproduce, display, perform, adapt, modify, distribute, make derivative works of and otherwise exploit your User Content in any manner we see fit. We may use your User Content in any manner for any purpose, including to advertise and promote Clublocal, the Services and/or the Service Professional. We may exercise our rights anywhere in the world.

    You specifically waive any "moral rights" in and to the User Content. The foregoing grant includes, without limitation, any copyrights and other intellectual property rights in and to your User Content. You represent and warrant that: you own the User Content posted by you on or through the Site or otherwise have the right to grant the license set forth in this Section VI; and the posting of your User Content on or through the Site does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

    We may refuse to accept or transmit your User Content. We may decide to not post and/or remove your User Content from the Site for any reason.

  8. VIII. Privacy

    As noted above, you may create an Account by providing certain personal information, which will be managed in accordance with the terms of our Privacy Policy http://www.clublocal.com/privacy-policy, which is incorporated into and made part of these Terms and Conditions. ClubLocal may also collect certain information about your use of the Site and/or the Mobile Application and may collect and monitor the IP address(es) you use to access the Site. Please carefully review our Privacy Policy. By using the Services, this Site or the Mobile Application, you agree to be bound by the terms of our Privacy Policy. We reserve the right, and you authorize us, to use information regarding your use of the Services, this Site or the Mobile Application and any other personal information provided by you, including as part of our communications with you about your Account, Service Order(s), and otherwise, in accordance with the terms of our Privacy Policy.

    By creating an Account or using the Services, you agree to receive communications, including promotional communications, from time to time from ClubLocal via email. You may stop receiving promotional alerts via email by unsubscribing at any time by clicking the unsubscribe link at the bottom of each email or by modifying your notification settings from within your Account as that feature becomes available. You may also receive text message communications to your mobile device relating to your booked service and/or your Account, if you opt to receive such text message communications. If you have opted to receive text message communications but later decide you would no longer like to receive such communications via text message, you may do so by texting STOP to shortcode 266523 (BOOKED) or by modifying your notification settings from within your Account when that feature becomes available. You acknowledge and agree that we may send a response text message solely to confirm your opt out request.

  9. IX. Copyright; Trademarks

    You acknowledge that all materials on the Site, except for the User Content, including the Site's design, graphics, text, sounds, pictures, software and other files and the selection and arrangement thereof (collectively, "Materials"), are the property of ClubLocal and/or its suppliers or licensors, and are subject to and protected by United States and international copyright and other intellectual property laws and rights. All rights to Materials not expressly granted in these Terms and Conditions are reserved to their respective copyright owners. You may not modify or adapt the Materials in any way or otherwise use them for any public or commercial purposes. The trademarks, service marks, trade names, trade dress and logos (collectively, "Marks") contained or described on this Site and any Marks associated with any services available through the Site are the property of ClubLocal and/or its suppliers or licensors and, except as expressly authorized by these Terms and Conditions or on the Site, they may not be copied, imitated or otherwise used, in whole or in part, without the prior written authorization of ClubLocal and/or its suppliers or licensors.

    We respect the intellectual property rights of others. Upon proper notice, we will remove content from the Site that violates copyright or other intellectual property rights. We will also terminate the accounts of repeat infringers. If you believe your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please send our Agent for Notice a notification with all of the following information:

    • identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
    • identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the Site;
    • information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an e-mail address;
    • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
    • a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
    • a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    Please send all of the above information to the our Agent for Notice by e-mail at copyright@clublocal.com or by mail at Agent for Notice c/o ClubLocal, 15821 Ventura Blvd, Suite 148 Encino, CA 91436. Please do not send notices or inquiries about anything other than alleged copyright infringement or other intellectual property claims to our Agent for Notice.

  10. X. Links; Third Party Websites

    Links on the Site to third party websites, if any, are provided only as a convenience to you. If you use these links, you will leave the Site. Your dealings with third parties through links to such third party websites are solely between you and such third parties. You agree that the ClubLocal Parties (as defined below) will not be responsible or liable for any content, goods or services provided on or through these outside websites or for your use or inability to use such websites. You will use these links at your own risk. You are advised that other websites on the Internet, including third party websites linked from the Site, might contain material or information that some people may find offensive or inappropriate; or that is inaccurate, untrue, misleading or deceptive; or that is defamatory, libelous, infringing of others' rights or otherwise unlawful. ClubLocal expressly disclaims any responsibility for the content, legality, decency or accuracy of any information, and for any products and services, that appear on any third party website or application.

    Without limiting the foregoing, your correspondence or business dealings with, participation in promotions of or purchases from, third parties found on or through the use of the Site, including payment for 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 third party. You agree that the ClubLocal Parties 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 advertisers on the Site.

  11. XI. Disclaimer; Limitation of Liability

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

    YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE AND THE MATERIALS CONTAINED HEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, CLUBLOCAL AND ITS AFFILIATED COMPANIES AND SERVICE PROFESSIONALS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES (COLLECTIVELY, "CLUBLOCAL PARTIES") EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND PERTAINING TO THE SITE AND THE MATERIALS HEREIN, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

    THE CLUBLOCAL BUYER PROTECTION PLAN CAN BE TERMINATED, IN WHOLE OR IN PART, AT ANYTIME IN ACCORDANCE WITH THE TERMS OF THE CLUBLOCAL BUYER PROTECTION PLAN http://www.clublocal.com/our-guarantee.

    CLUBLOCAL PARTIES MAKE NO WARRANTY THAT (I) THE SITE WILL MEET YOUR REQUIREMENTS, (II) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR FREE OF VIRUSES OR BUGS, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, AND (IV) ANY ERRORS IN OR ON THE SITE WILL BE CORRECTED. ANY MATERIAL, CONTENT, OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED AND/OR USED THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, CONTENT OR INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CLUBLOCAL PARTIES OR ON OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

    EXCEPT AS EXPLICITLY SET FORTH IN THE CLUBLOCAL BUYER PROTECTION PLAN (http://www.clublocal.com/our-guarantee) AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE CLUBLOCAL PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, ANY IMPLIED WARRANTIES, WITH RESPECT TO THE PRODUCTS AND SERVICES REFERENCED, AVAILABLE, OR PURCHASED ON OR THROUGH THE SITE, OVER THE PHONE OR VIA A SERVICE PROFESSIONAL.

    EXCEPT AS EXPLICITLY SET FORTH IN THE CLUBLOCAL BUYER PROTECTION PLAN (http://www.clublocal.com/our-guarantee), THE CLUBLOCAL PARTIES SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE, INCLUDING ANY LIABILITY (I) AS A PUBLISHER OF INFORMATION, (II) AS A PROVIDER OF ANY PRODUCTS OR SERVICES, INCLUDING THOSE OF SERVICE PROFESSIONALS AVAILABLE VIA THE SITE, (III) FOR ANY DEFECTIVE PRODUCTS AND/OR SERVICES PROVIDED BY SERVICE PROFESSIONALS, (IV) FOR ANY INCORRECT OR INACCURATE INFORMATION, (V) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA, OR (VI) FOR ANY OTHER MATTER RELATING TO THIS SITE OR ANY THIRD PARTY WEBSITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOOD WILL, LOSS OF USE, LOSS OF DATA, COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR INFORMATION, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CLUBLOCAL AND YOU. THE PRODUCTS, INFORMATION AND SERVICES OFFERED ON AND THROUGH THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE EXCLUSIONS AND LIABILITY ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

  12. XII. Indemnification

    You agree to indemnify, defend and hold harmless the ClubLocal Parties against all claims, demands, causes of action, losses, expenses, damages and costs, including any reasonable attorneys' fees, resulting or arising from or relating to your use of the Site or the Materials, your breach of these Terms and Conditions, or your infringement or violation of any rights of another.

  13. XIII. Geographic Limits of Service

    ClubLocal makes no representation that Materials contained on the Site or Services or products described or offered on or via the Site are appropriate or available for use in jurisdictions outside the United States, or that these Terms and Conditions complies with the laws of any other country. Visitors who use the Site or Services and reside outside the United States do so on their own initiative and are responsible for compliance with all laws, if and to the extent local laws are applicable. You agree that you will not access this Site from any territory where its contents are illegal, and that you, and not ClubLocal Parties, are responsible for compliance with applicable local laws.

    ClubLocal reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site, the Services or any part thereof, with or without notice. Except as otherwise expressly stated in these Terms and Conditions, you agree that ClubLocal Parties shall not be liable to you or to any third party for any modification, suspension or discontinuation of the Site.

    ClubLocal reserves the right, at any time in our sole discretion, to limit the availability and accessibility of the Site to any person, geographic area, or jurisdiction we so desire. This Site is subject to United States export controls, and may not be used, downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By using the Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in these Terms of Use and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013 (October 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14, and any amendments thereto, as applicable.

  14. XIV. Site Usage; Termination of Usage

    You agree to use this Site only for lawful purposes, and that you are responsible for your use of and communications on the Site, which must comply with these Terms and Conditions. In addition to the terms of Section VI, you agree not to use this Site in any manner that interferes with its normal operation or with any other user's use and enjoyment of the Site. You will not attempt in any way to reverse engineer, alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site or its functionality.

    This Agreement is effective unless and until terminated by ClubLocal. You agree that ClubLocal may terminate or suspend your access to all or part of this Site and the Services, at any time, without notice, for any conduct that ClubLocal, in its sole discretion, believes is in violation of these Terms and Conditions or any applicable law or is harmful to the interests of another user or ClubLocal Parties.

    ClubLocal reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site, the Services or any part thereof, with or without notice. Except as otherwise expressly stated in these Terms and Conditions, you agree that ClubLocal Parties shall not be liable to you or to any third party for any modification, suspension or discontinuation of the Site.

    Sections V–XX of these Terms and Conditions shall survive any termination of these Terms and Conditions.

  15. XV. Dispute Resolution/Arbitration

    It is ClubLocal's goal that the Site and the Services meet your expectations and live up to our promises to you. Indeed, the ClubLocal Buyer Protection Plan http://www.clublocal.com/our-guarantee is ClubLocal's way of standing behind the Services. However, there may be instances when you feel that ClubLocal may not be fulfilling its obligations under the ClubLocal Buyer Protection Plan or you may have a different type of problem or dispute that needs special attention. In those instances, ClubLocal is committed to working with you to reach a reasonable resolution that satisfies you; however, we can only do this if we know about and understand your issue. Therefore, for any problem or dispute that you may have with ClubLocal, you acknowledge and agree that you will first give ClubLocal an opportunity to resolve your problem or dispute. This includes you first sending a written description of your problem or dispute within thirty days of the Services being performed by sending an email to: dispute@clublocal.com.

    You then agree to negotiate with ClubLocal in good faith about your problem or dispute. This should lead to resolution, but if for some reason your problem or dispute is not resolved satisfactorily within sixty (60) days after ClubLocal's receipt of your written description of it, you agree to the further dispute resolution provisions below.

    You agree that the sole and exclusive forum and remedy for any and all disputes and claims that cannot be resolved informally and that relate in any way to or arise out of your use of the Site, the Services, any booked and performed Service Order(s), and these Terms and Conditions, shall be final and binding arbitration, except to the extent that you have in any manner infringed upon or violated or threatened to infringe upon or violate ClubLocal's or any third party patent, copyright, trademark, trade secret, privacy or publicity rights, in which case you acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought by ClubLocal and/or the applicable third party(ies). You and we acknowledge that the Agreement affects interstate commerce and that the Federal Arbitration Act and federal arbitration law apply to arbitrations under the Agreement (despite any other choice of law provision).

    Arbitration under these Terms and Conditions shall be conducted by the American Arbitration Association (the "AAA"). For claims of less than $75,000, the AAA's Supplementary Procedures for Consumer-Related Disputes will apply; for claims over $75,000, the AAA's Commercial Arbitration Rules will apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. Upon your filing of the arbitration demand, we will pay all filing, administration and arbitrator fees for claims that total less than $75,000. For claims that total more than $75,000, the payment of filing, administration and arbitrator fees will be governed by the AAA Commercial Arbitration Rules. You and we agree to pay our own other fees, costs, and expenses, including those for any attorneys, experts, and witnesses. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief and attorneys' fees. In addition, for claims under $75,000 as to which you provided notice and negotiated in good faith with ClubLocal as required above before initiating arbitration, if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to a recovery of reasonable attorneys' fees and costs. Except for claims determined to be frivolous, ClubLocal agrees not to seek an award of attorneys' fees in arbitration even if an award is otherwise available under applicable law. As a limited exception to the agreement to arbitrate, you and we agree that you may take Claims to small claims court, if your Claims qualify for hearing by such court.

    YOU HAVE A RIGHT TO OPT-OUT OF THIS ARBITRATION AGREEMENT. If you do not agree to this mandatory arbitration provision with regard to any particular purchased Service Order, then prior to purchasing that Service Order, you may opt-out of this part of the Agreement by sending an email to Opt-Out@ClubLocal.com.

    To the fullest extent permitted by applicable law, NO ARBITRATION OR OTHER CLAIM UNDER THESE TERMS AND CONDITIONS SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SITE OR THE SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In the event that this CLASS ACTION WAIVER is deemed unenforceable, then any putative class action may only proceed in a court of competent jurisdiction and not in arbitration.

    WE BOTH AGREE THAT, WHETHER ANY CLAIM IS IN ARBITRATION OR IN COURT, YOU AND CLUBLOCAL BOTH WAIVE ANY RIGHT TO A JURY TRIAL INVOLVING ANY CLAIMS OR DISPUTES BETWEEN US.

    In no event shall any claim, action or proceeding by you related in any way to the Site, the Services, or these Terms and Conditions be instituted more than one (1) year after the cause of action arose.

  16. XVI. Severability; Interpretation

    If any provision of these Terms and Conditions shall be deemed unlawful, void, or for any reason unenforceable by a court of competent jurisdiction, the validity and enforceability of any remaining provisions shall not be affected. When used in these Terms and Conditions, the term "including" shall be deemed to be followed by the words "without limitation."

  17. XVII. State Specific Terms.

    California: If the Services are being performed in California and you have signed a ClubLocal Home Improvement Contract or Service and Repair Contract (the "Supplemental Contracts"), the terms of the Supplemental Contracts shall govern and if there is any conflict between these Terms and Conditions and the Supplemental Contracts, the terms of the Supplement Contracts shall control. Without limiting the generality of the foregoing, the Supplemental Contracts set forth: different cancellation rights, information about liens and dispute resolution (arbitration). You should review the Supplemental Contracts, if applicable, carefully.

  18. XVIII. Entire Agreement

    This Agreement, together with any Service Orders, signed estimates and invoices, constitutes the entire and only Agreement between ClubLocal and each user of this Site and/or the Services with respect to the subject matter of these Terms and Conditions and supersedes any and all prior or contemporaneous agreements, representations, warranties and understandings, written or oral, with respect to the subject matter of these Terms and Conditions.

  19. XIX. Miscellaneous

    The failure of the ClubLocal Parties to insist upon strict adherence to any term of these Terms and Conditions shall not constitute a waiver of such term and shall not be considered a waiver or limit that party's right thereafter to insist upon strict adherence to that term or any other term of these Terms and Conditions.

    You agree that regardless of any statute or law to the contrary, any claim of cause of action arising from or relating to use of this Site, the Services, or these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose, or will be forever barred. The "Disclaimer; Limitation of Liability" provisions of these Terms and Conditions are for the benefit of ClubLocal Parties as defined herein, and each of these individuals or entities shall have the right to assert and enforce these provisions directly against you on its own behalf.

  20. XX. Contact Information

    If you have any comments or questions regarding these Terms and Conditions, or wish to report any violation of these Terms and Conditions, please contact us at dispute@clublocal.com. We will address any issue to the best of our abilities as soon as possible.