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The following Agreement was last modified on November 27, 2007. 1. This is an Agreement Between You and nth Club, LLC This is a binding agreement (the "Agreement") between you and nth Club, LLC ("nth Club"), a Pennsylvania Limited Liability Company. This agreement governs any use or interaction of any kind you may have with any Web site or Web page operated or owned by nth Club (each, a "nth Club Web Site," and collectively, the "nth Club Web Sites"). The nth Club Web Sites include, but are not limited to, the Web pages associated with or related to the domain nthclub.com, as well as any sub-domains of that domain, e.g. www.nthclub.com. Each nth Club Web Site includes any services or products available through or associated with it (directly or indirectly), including, but not limited to, any memberships and subscriptions (paid or unpaid), any e-mails or other electronic communications that may be transmitted as a result of memberships or otherwise, any software, web services, or application programming interfaces (accessed, downloaded, or installed), and any physical products that may be acquired (purchased or free) as a result of any interactions with the nth Club Web Site. nth Club, its affiliates, resellers, suppliers, distributors, service providers, licensors, co-branders, partners, consultants, agents, employees, directors, officers, subsidiaries, owners, parents and successors (each, a "nth Club Party" and collectively, the "nth Club Parties") provide you access to the nth Club Web Sites subject to the terms and conditions of this Agreement. In addition, when using the nth Club Web Sites, you agree to abide by any applicable posted guidelines and associated agreements that you may be asked to additionally agree to, which may change from time to time, and are hereby incorporated herein by reference. Should you object to any term or condition in the Agreement, any posted guidelines or associated agreement, or any subsequent modifications thereto, or become dissatisfied with the nth Club Web Sites in any way, your only recourse is to immediately discontinue use of the nth Club Web Sites. If you do not agree to be bound by the terms and conditions of this Agreement or the aforementioned posted guidelines or associated agreements, please do not use or interact with the nth Club Web Sites in any way. NTH CLUB OFFERS THE NTH CLUB WEB SITES TO YOU CONDITIONED ON YOUR ACCEPTANCE WITHOUT MODIFICATION OF THIS AGREEMENT. YOUR USE OF THE NTH CLUB WEB SITES CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE DISCLAIMERS OF WARRANTIES AND LIABILITY (see Sections 3, 4, and 5) AND A SPECIFIC DISPUTE RESOLUTION POLICY (see Sections 6). THESE PROVISIONS FORM AN ESSENTIAL BASIS OF NTH CLUB'S BARGAIN. 2. Agreement Modification nth Club reserves the right to change the terms, conditions, and notices under which it offers the nth Club Web Sites, including any charges associated with the use of the nth Club Web Sites. You are responsible for regularly reviewing these terms, conditions, and notices. Your continued use of the nth Club Web Sites after the effective date of such changes constitutes your acceptance of and agreement to such changes. In any case, all amended terms, conditions, and notices shall be effective thirty (30) days after they are initially posted on the nth Club Web Sites. The latest form of this Agreement can be found at this page (http://nthclub.com/terms.html). nth Club will notify you about significant changes in this Agreement by displaying the word 'Updated' in red next to the links to this page (in the same font face and size as the links), on the Web pages on which such links exist within the nth Club Web Sites, for a thirty (30) day period. nth Club will also provide at the top of this page, a listing of changes in the Agreement, for the same thirty (30) day period. nth Club will also indicate at the top of this page the date this Agreement was last modified. However, it is your responsibility to regularly check this page to determine if there have been changes to this Agreement and to review such changes. 3. NO WARRANTY nth Club and the nth Club Parties disclaim any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, operability, or availability of information or material displayed on the nth Club Web Sites. nth Club and the nth Club Parties disclaim any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or material. nth Club and the nth Club Parties disclaim any responsibility for any harm resulting from downloading or accessing any information or material on the Internet through the nth Club Web Sites. NTH CLUB AND THE NTH CLUB PARTIES PROVIDE THE NTH CLUB WEB SITES "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE NTH CLUB PARTIES MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. NTH CLUB AND THE NTH CLUB PARTIES DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, WRITTEN OR ORAL, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE NTH CLUB WEB SITES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, RELIABLE OR TIMELY. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE NTH CLUB WEB SITES AT YOUR OWN DISCRETION AND AT YOUR SOLE 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. WITHOUT LIMITING THE FOREGOING, NTH CLUB DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, FOR ANY MERCHANDISE OFFERED THROUGH THE NTH CLUB WEB SITES. THIS DISCLAIMER DOES NOT APPLY TO ANY PRODUCT WARRANTY OFFERED BY THE MANUFACTURER OF THE ITEM. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION. 4. LIABILITY LIMIT IN NO EVENT SHALL NTH CLUB OR ANY NTH CLUB PARTY, AS WELL AS THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, AND AGENTS, INCLUDING THOSE OF ANY SUCCESSORS, BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOSSES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES) ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT OR YOUR USE OF THE NTH CLUB WEB SITES IN ANY WAY, EVEN IF SUCH NTH CLUB PARTY OR THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, LICENSORS, AND AGENTS, INCLUDING THOSE OF ANY SUCCESSORS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, (4) STRICT LIABILITY, (5) TORT, OR (6) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. THE LIABILITY OF NTH CLUB OR ANY NTH CLUB PARTY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF (A) THE AMOUNT OF MONEY YOU HAVE PAID TO NTH CLUB IN US DOLLARS OR (B) ONE HUNDRED (100) US DOLLARS. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. Without limiting the foregoing, under no circumstances shall nth Club or any nth Club Party be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning. 5. CHANGES TO THE NTH CLUB WEB SITES (INCLUDING DELETION OF DATA); ADDITIONAL LIABILITY LIMIT THE NTH CLUB PARTIES MAY CHANGE THE NTH CLUB WEB SITES OR DELETE FEATURES IN ANY WAY, AT ANY TIME AND FOR ANY REASON. WITHOUT LIMITING THE GENERALITY OF SECTIONS 3 AND 4, YOU ACKNOWLEDGE AND AGREE THAT NTH CLUB AND THE NTH CLUB PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, OR (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF SECTIONS 3 AND 4, YOU ACKNOWLEDGE AND AGREE THAT NTH CLUB IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE NTH CLUB WEB SITES OR THAT MAY ARISE THROUGH OR IN CONNECTION WITH THE NTH CLUB WEB SITES, (2) ANY INCOMPATIBILITY BETWEEN THE NTH CLUB WEB SITES AND OTHER WEB SITES, SERVICES, SOFTWARE AND HARDWARE, (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE NTH CLUB WEB SITES IN AN ACCURATE OR TIMELY MANNER, OR (4) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES AVAILABLE FROM THIRD PARTIES THROUGH LINKS CONTAINED ON THE NTH CLUB WEB SITES. ANY DATA RESIDING ON NTH CLUB'S SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON AT NTH CLUB'S DISCRETION. YOU FURTHER ACKNOWLEDGE THAT, NOTWITHSTANDING ANY COPYRIGHT OR OTHER RIGHTS YOU MAY HAVE WITH RESPECT TO SUCH DATA, AND NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, NTH CLUB DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS (SUBJECT TO ANY UNDERLYING INTELLECTUAL PROPERTY RIGHTS IN THE CONTENT), ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON NTH CLUB'S SERVERS. YOU UNDERSTAND AND AGREE THAT NTH CLUB HAS THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE ANY DATA IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN SECTIONS 3, 4, AND 5 OF THIS AGREEMENT APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ARE NOT INTENDED TO DEPRIVE YOU OF ANY MANDATORY PROTECTIONS PROVIDED TO YOU UNDER APPLICABLE LAW. 6. Dispute Resolution If a dispute arises between you and nth Club, nth Club's goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. Accordingly, you and nth Club agree to resolve any claim or controversy at law or in equity that arises from or relates to this Agreement or in any way to nth Club or the nth Club Web Sites (a "Claim") in accordance with this section. This Agreement, the relationship between you and nth Club, and any Claims shall be governed in all respects by the laws of the Commonwealth of Pennsylvania without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. You and nth Club agree to submit to the exclusive jurisdiction and venue of the courts located in Chester County, Pennsylvania, except as provided below regarding optional arbitration. Notwithstanding this, you agree that nth Club shall still be allowed to apply for injunctive or other equitable relief in any court of competent jurisdiction. For any Claim, excluding Claims for injunctive or other equitable relief, where the total amount of the award sought is less than ten thousand U.S. Dollars ($10,000.00 USD), the party requesting relief may elect to resolve the Claim in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration shall initiate it through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. All Claims you bring against nth Club must be resolved in accordance with this Dispute Resolution Section. All Claims filed or brought contrary to this Dispute Resolution Section shall be considered improperly filed. Should you file a Claim contrary to this Dispute Resolution Section, nth Club may recover attorneys' fees and costs up to one thousand U.S. Dollars ($1,000.00 USD), provided that nth Club has notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim. YOU AND NTH CLUB AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE NTH CLUB WEB SITES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. 7. Your Use of the nth Club Web Sites As you use the nth Club Web Sites, you should expect to receive, access, or use information, materials, graphics, software, data, text, music, sound, photographs, video, messages and other content (collectively, "Content") originated by nth Club and persons other than nth Club (any such person is referred to as a "Third Party"). nth Club does not control the Content posted via the nth Club Web Sites, and as such, does not guarantee the accuracy, integrity, timeliness, reliability, or quality of such Content. You understand that by using the nth Club Web Sites, you may be exposed to Content that is offensive, indecent, or objectionable. Under no circumstances will nth Club or any nth Club Party be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, e-mailed, transmitted, or otherwise made available via the nth Club Web Sites. You may NOT: (a) use the nth Club Web Sites for commercial purposes, including to attempt to sell a product or service, or to increase traffic to your Web Site for commercial reasons, such as advertising sales, except if specifically authorized to do so by nth Club in writing; (b) use the nth Club Web Sites in any manner that could damage, disable, overburden, or impair any nth Club Web Site (or the network(s) connected to any nth Club Web Site) or interfere with any other party's use and enjoyment of the nth Club Web Sites; (c) disobey any requirements, procedures, policies, or regulations of networks connected to the nth Club Web Sites; (d) use any robot, spider, scraper or other automated means to access the nth Club Web Sites beyond what is permitted by nth Club's robot exclusion headers; (e) "meta-search" any nth Club Web Site; (f) forge headers or otherwise manipulate identifiers when communicating in any way with the nth Club Web sites; (g) take any action that imposes, or may impose in nth Club's sole discretion, an unreasonable or disproportionately large load on nth Club's infrastructure; (h) bypass nth Club's robot exclusion headers or other measures nth Club may take to prevent or restrict access to the nth Club Web Sites; (i) use the nth Club Web Sites to transmit, either directly or indirectly, any unsolicited bulk e-mail, unsolicited commercial e-mail, or anything that may be considered "spam;" (j) use data mining or any data gathering or extraction tools; (k) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for content you have the rights to do so) from the nth Club Web Sites; (l) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of nth Club; (m) use any meta tags or any other "hidden text" utilizing nth Club's name or trademarks; (n) use the nth Club Web Sites in any way that is unlawful, or harms nth Club or any nth Club Party as determined in nth Club's sole discretion; (o) use a false e-mail address, impersonate any person or entity, or otherwise mislead; (p) use the nth Club Web Sites to bother, stalk, harass, threaten, embarrass, or cause emotional or physical harm to any individual; (q) harm minors in any way; (r) promote or provide instructional information about illegal activities; (s) promote physical harm or injury against any group or individual; (t) create user accounts by automated means or under false or fraudulent pretenses; (u) enter e-mail addresses that you know are invalid or that are not known to belong to people known by you. The nth Club Web Sites and Content available through them may contain features and functionalities that may link you or provide you with access to third party content which is completely independent of the nth Club Web Sites, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. Your interactions with organizations and/or individuals found on or through the nth Club Web Sites, including payment and delivery of goods or services, and any other terms, conditions, privacy policies, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that nth Club shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. As a condition of access to the nth Club Web Sites, you release nth Club, the nth Club Parties (and their shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, whether direct, indirect, special, general, accidental, or incidental, arising out of or in any way connected with any dispute you have or claim to have with one or more participants on the nth Club Web Sites or third parties found through the nth Club Web Sites, including and without limitation, those involving bodily harm, mental or emotional distress. You further understand and agree that: (a) nth Club will have the right but not the obligation to resolve disputes between users relating to the nth Club Web Sites, and nth Club's resolution of any particular dispute does not create an obligation to resolve any other dispute; (b) to the extent nth Club elects to resolve such disputes, it will do so in good faith based solely on the general rules and standards of the nth Club Web Sites and will not make judgments regarding legal issues or claims; (c) nth Club's resolution of such disputes will be final with respect to the use of the nth Club Web Sites but will have no bearing on any legal disputes in which participants of the nth Club Web Sites or third parties may be or become involved; and (d) you hereby release nth Club, the nth Club Parties (and their shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, whether direct, indirect, special, general, accidental, or incidental, arising out of or in any way connected with nth Club's resolution of disputes relating to the nth Club Web Sites, including and without limitation, those involving bodily harm, mental or emotional distress. 8. Subscription Services Some services provided through the nth Club Web Sites require a fee-based subscription (all fee-based subscriptions are referred to as "Subscription Services"). Prices for all Subscription Services exclude all applicable taxes, unless expressly stated otherwise. To the extent permissible under law, you are responsible for any applicable taxes, whether or not they are listed on your receipt or statement. If you purchase Subscription Services, you agree to pay, using a valid credit card (or other form of payment that nth Club may accept from time to time), the applicable fees and taxes (if any) set forth on the nth Club Web Sites. nth Club reserves the right, upon prior notice to you, to change the amount of any fees and to institute new fees, effective at the end of your current subscription period. All authorized charges will be billed to your designated credit card account (or other payment method) on the terms described in the specific offer. If payment cannot be charged to your credit card or your payment is returned to nth Club for any reason, nth Club reserves the right to either suspend or terminate your access to the unpaid-for Subscription Services. Any payments made to nth Club for Subscription Services are non-refundable. You may terminate Subscription Services at any time by contacting nth Club's customer support department. If you have a dispute with us relating to the nth Club Web Sites or the Subscription Services, you may cancel the Subscription Services. Any such termination or cancellation is subject to the no-refund policy described above. Please remember that if nth Club determines, in its sole discretion, that you are not complying with this Agreement, nth Club reserves the right to terminate your Subscription Services. Upon any termination or cancellation of your Subscription Services, nth Club may immediately deactivate or delete your membership and all related information and/or bar any further access by you to the nth Club Web Sites. Subscription Services will automatically renew (for the same time length) thirty (30) days before the end of the subscription period in order to attempt to ensure that you do not experience any service interruptions. When automatic subscription renewal occurs, nth Club will charge your credit card (on file) at the then-current renewal rate for that subscription, unless another renewal rate was specified in the original subscription offer. Unless you provide nth Club with prior notice that you do not wish your subscription to automatically renew, nth Club may renew your subscription without further authorization from you. Even if you provide nth Club with such notice, such notice will not affect charges before nth Club can reasonably act. If nth Club attempts to automatically renew your subscription, but such renewal is not possible because your credit card is expired or otherwise, your subscription will not renew. Some Subscription Services require activation, including, but not limited to, entering in an activation code at a Web page. Subscription Services that require activation will be accompanied with activation instructions. Such Subscription Services must be activated within one (1) year from the date of receipt of associated activation instructions or such Subscription Services will automatically terminate regardless of whether or how much they were utilized. 9. Physical Products Physical products may be made available (free or purchasable) through the nth Club Web Sites ("Products"). nth Club may, at its own discretion, limit or cancel quantities purchased or provided, on a per person, per household or per order basis. nth Club may also reserve the right to refuse any order you place with nth Club. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event nth Club makes a change to an order, we will attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made or otherwise available through an associated account. nth Club reserves the right to limit or prohibit sales to purchasers, dealers, resellers or distributors. nth Club makes an effort to display as accurately as possible the colors of Products that appear at the Site. However, as the actual colors you see will depend on your monitor, nth Club cannot guarantee that your monitor's display of any color will be accurate. Prices for all Products exclude all applicable taxes, unless expressly stated otherwise. To the extent permissible under law, you are responsible for any applicable taxes, whether or not they are listed on your receipt or statement. nth Club in conjunction with its service providers, will attempt to deliver Products to the requested delivery address. nth Club's service providers do not telephone prior to delivering packages, and nth Club cannot guarantee the time of delivery. In addition, nth Club is not responsible for a) Products delivered to an incorrect addresses supplied by the sender; b) unsuccessful deliveries arising from the recipient not being present at time of delivery at the address supplied by the sender; c) decreased product quality due to an incorrect delivery address supplied by the sender or a re-route requested by the recipient or sender; and d) Product quality problems caused by improper handling by the recipient. 10. Fee-based Tournaments nth Club may offer participation in fee-based Tournaments through the nth Club Web Sites ("Tournaments"). To participate in any such Tournament, you must a) be a natural person of at least 18 years old; b) be a U.S. citizen or resident alien with a U.S. address; c) be physically located within the U.S.; and d) be physically located in a U.S. state in which participation in the tournament you select is unrestricted by law. The rules governing sweepstakes, contests, and tournaments with entry fees and/or prizes are set up by each individual U.S. state, not by the U.S. federal government. Based on this, nth Club CANNOT offer fee-based tournaments with prizes to residents of the following states: Arizona, Arkansas, Delaware, Florida, Illinois, Iowa, Louisiana, Maryland, Montana, Tennessee, and Vermont. If you participate in any Tournament while located in a prohibited jurisdiction, you will be in violation of the law of such jurisdiction and this Agreement, and subject to having this Agreement terminated, including termination or suspension of any memberships, subscriptions and accounts (paid or unpaid) associated with it. Additionally, all winnings (if any) may be voided at the sole discretion of nth Club. nth Club reserves the right to monitor the location from which you access the portions of nth Club Web Sites related to Tournaments and to block access from any jurisdiction other than the U.S., or any U.S. jurisdiction in which participation is illegal or restricted. nth Club may require any participant receiving any Tournament prize to provide nth Club with proof that he or she is eligible to participate in the associated Tournament in accordance with the eligibility requirements recited in this Agreement. You agree nth Club cannot be held liable if laws applicable to you restrict or prohibit your participation in any Tournament. nth Club makes no representations or warranties, implicit or explicit, as to your legal right to participate in any Tournament nor shall any person affiliated, or claiming affiliation, with nth Club have authority to make any such representations or warranties. Depending on the jurisdiction in which you reside, nth Club may attempt to send you tax forms related to Tournament winnings or participation. You are solely responsible for paying all federal and other taxes in accordance with the laws that apply in your state, province, and/or country of residence. 11. Privacy Policy "Your Information" is defined as any information you post or otherwise provide to nth Club and the nth Club Parties through or otherwise related to the nth Club Web Sites. Your Information includes, but is not limited to, your account information as well as information that may be sent to nth Club or the nth Club Parties passively by any electronic agent operating on your behalf including, but not limited to, information such as IP addresses, timestamps, and browser and operating system types and versions. You are solely responsible for Your Information, and nth Club acts as a passive conduit for your online distribution and publication of Your Information. nth Club does not claim any ownership rights in Your Information. You continue to retain all ownership rights in Your Information, and you continue to have the right to use Your Information in any way you choose. You grant to nth Club a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute Your Information solely on and through the nth Club Web Sites. Without this license, nth Club would be unable to provide the nth Club Web Sites. For example, without the right to modify Your Information, nth Club would not be able to make thumbnails out of your photos or otherwise format Your Information to satisfy technical requirements, and without the right to publicly display Your Information, nth Club could not allow others to view your profile. The license you grant to nth Club is non-exclusive (meaning you are free to license Your Information to anyone else in addition to nth Club), fully-paid and royalty-free (meaning that nth Club is not required to pay you for the use on the nth Club Web Sites of Your Information), sub-licensable (so that nth Club is able to use its affiliates and sub-contractors such as Internet content delivery networks to provide the nth Club Web Sites), and worldwide (because the Internet and the nth Club Web Sites are global in reach). Furthermore, the license does not grant nth Club the right to sell Your Information, nor does the license grant nth Club the right to distribute Your Information outside of the nth Club Web Sites. This license will terminate at the time you remove Your Information from the nth Club Web Sites except for the following. You acknowledge and agree that nth Club may retain archived copies of Your Information, including, but not limited to, in existing backups, databases and server logs. You additionally acknowledge and agree that to the extent Your Information has been used in multi-participant spaces on the nth Club Web Sites, including, but not limited to, group and public forums, group and public postings as well as information that was explicitly shared with others, nth Club may continue to use such pieces of Your Information to maintain continuity of the nth Club Web Sites. nth Club has security measures in place to protect and prevent the loss, misuse, and alteration of Your Information. nth Club uses industry standard efforts to safeguard Your Information. However, nth Club does not guarantee the security of any of your private transmissions against unauthorized or unlawful interception or access by third parties. Additionally, you may be required to create one or more passwords or use one ore more secure, one-time or special links when using the nth Club Web Sites. Keep these passwords and links secret, and take special care to log off fully when using public or unsecured computer terminals. You are entirely responsible for the confidentiality of Your Information. nth Club takes no responsibility for any damages or loss caused by failure to secure your passwords or other access information. Your Information may be stored and processed in the United States or any other country in which nth Club and the nth Club Parties maintain facilities. As such, you consent to any transfer of Your Information outside of your country. nth Club reserves the right to transfer Your Information in the event of a transfer of ownership of any nth Club Web Site or nth Club, such as acquisition by or merger with another company. In the event that nth Club goes through such a business transition, such as a merger, acquisition, liquidation or sale of all or a portion of its assets, Your Information will, in most instances, be part of the assets transferred. nth Club will not give any of Your Information to any third party without your express approval except: as reasonably necessary to provide you access to the nth Club Web Sites, to third-party fulfillment houses, customer support, billing and credit verification services, and the like; to comply with tax and other applicable law; as otherwise expressly permitted by this Agreement or as otherwise authorized by you; to law enforcement or other appropriate third parties in connection with criminal investigations and other investigations of fraud; or as otherwise necessary to protect nth Club, the nth Club Parties or other users of the nth Club Web Sites. As such, nth Club can (and you authorize nth Club to) disclose any information about you to private entities, law enforcement agencies or government officials, as nth Club, in its sole discretion, believes necessary or appropriate to investigate or resolve possible problems or inquiries, or as otherwise required by law. You acknowledge and agree that nth Club, in its sole discretion, may track, record, observe or follow any and all of your interactions within the nth Club Web Sites. nth Club may share general, demographic, or aggregated information with third parties about the nth Club Web Sites, but that information will not include or be linked to any personal information without your consent. You represent that you have all the rights necessary for you to make the grants in this section. You also warrant that Your Information is not and shall not: (a) be false, inaccurate, out of date, or misleading; (b) be fraudulent or involve the sale of counterfeit or stolen items; (c) infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) be defamatory, trade libelous, unlawfully threatening, or unlawfully harassing; (f) be obscene or contain child pornography; (g) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information; and (h) create liability for nth Club or any nth Club Party or cause nth Club to lose (in whole or in part) the services of nth Club's ISPs or other suppliers. 12. Indemnity You shall indemnify and hold harmless, and at nth Club's request defend, nth Club and the nth Club Parties, as well as their respective owners, directors, officers, shareholders, employees, and agents, including those of any successors (each, an "Indemnified Party") from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys' fees, an allocation for in-house counsel, and other legal costs) arising out of your acts or omissions, including claims resulting from your use of the nth Club Web Site, Your Information, or any breach of your obligations set forth in this Agreement. You shall reimburse each Indemnified Party on demand for any costs, expenses and liabilities incurred by such Indemnified Party to which this indemnity relates. 13. Termination and Suspension Without limiting other remedies, nth Club may terminate this Agreement, or terminate or suspend your access to the nth Club Web Sites at any time, with or without cause, with or without notice. Upon such termination or suspension, your right to use the nth Club Web Sites will immediately cease. UPON SUCH TERMINATION OR SUSPENSION, ANY INFORMATION YOU HAVE STORED ON THE NTH CLUB WEB SITES MAY NOT BE RETRIEVED LATER AND NO REFUNDS OR EXCHANGES WILL BE PROVIDED FOR ANY PAID PRODUCTS, SUBSCRIPTION SERVICES, OR TOURNAMENTS IRREGARDLESS OF ANY UNFILLED ORDERS, UNUSED TIME ON SUBSCRIPTION SERVICES OR INCOMPLETENESS OF TOURNAMENTS. 14. No Third Party Beneficiaries You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement. 15. No Right of Survivorship and Non-Transferability You agree that rights you have to the nth Club Web Sites and any other rights provided in this Agreement are non-transferable and terminate upon your death. 16. No Resale, Assignment, or Sub-licensing You agree not to resell, assign, sublicense, otherwise transfer, or delegate your rights or obligations under this Agreement without prior express written authorization of nth Club. 17. Successors and Assigns nth Club may assign this Agreement, in whole or in part, at any time, with or without notice to you. Without in any way limiting the prohibition on your resale, assignment, sub-licensing, or other transfer of rights or obligations, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns. 18. Legal Compliance You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the nth Club Web Sites. 19. Interpreting this Agreement If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. Except as expressly stated herein, this Agreement constitutes the entire agreement between you and nth Club with respect to the nth Club Web Sites and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and nth Club with respect to the nth Club Web Sites. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance. Unless otherwise specified, the terms "includes", "including", "e.g.,", "for example", and other similar terms are deemed to include the term "without limitation" immediately thereafter. Terms used in these Terms with the initial letter(s) capitalized will have the meaning attributed to them in these Terms. 20. Electronic Communications When you visit the nth Club Web Sites or send e-mails to nth Club, you are communicating with nth Club electronically. You consent to receive communications from nth Club electronically. nth Club will communicate with you by e-mail or by posting notices on the nth Club Web Sites. You agree that all agreements, notices, disclosures and other communications that nth Club provides to you electronically satisfy any legal requirement that such communications be in writing. 21. nth Club Copyright All Content on the nth Club Web Sites, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of nth Club or its content suppliers and is protected by United States and international copyright laws. The compilation of all Content on the nth Club Web Sites is the exclusive property of nth Club and protected by United States and international copyright laws. Software may be found at the nth Club Web Sites, including, but not limited to, the source code associated with any nth Club Web Site. nth Club grants you a non-exclusive, revocable, personal, non-transferable license to use any software associated with the nth Club Web Sites solely in connection with the nth Club Web Sites and in accordance with this Agreement. nth Club reserves all rights to such software not expressly granted to you in this Agreement. Such software is protected by copyright and other intellectual property laws and treaties. nth Club or another nth Club Party owns the title, copyright, and other intellectual property rights in such software, and such software is licensed, not sold. You will not disassemble, decompile, or reverse engineer such software, except and only to the extent that such activity is expressly permitted by applicable law. nth Club may automatically check your version of such software and may automatically download upgrades to such software to your computer to update, enhance and further develop the nth Club Web Sites. 22. nth Club Trademarks NTH CLUB, and other nth Club graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of nth Club. nth Club trademarks and trade dress may not be used in connection with any product or service that is not nth Club's, in any manner that is likely to cause confusion among customers, or in any manner that disparages, tarnishes, or discredits nth Club, or in any way dilutes any nth Club trademark or trade dress. All other trademarks not owned by nth Club or the nth Club Parties that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by nth Club or the nth Club Parties. 23. Procedure for Making Claims of Copyright Infringement In compliance with the Digital Millennium Copyright Act ("DMCA"), nth Club has established the procedure outlined below to address alleged copyright infringement on the nth Club Web Sites. If you believe that your work has been copied and has been posted to any of the nth Club Web Sites in a way that constitutes copyright infringement, you may provide nth Club with notice of your complaint by providing nth Club's Designated Copyright Agent with the following information in writing:
To be effective, your notification must be in writing and include the above information. nth Club's Designated Copyright Agent to receive your notification is as follows. Name of Agent: Intellectual Property Manager Address: P.O. Box 184, Phoenixville, PA 19460 Telephone Number of Designated Agent: (323) 319-6185 Email Address of Designated Agent: abuse@nthclub.com nth Club, in its sole discretion, reserves the right to refuse additional Content from members who have posted allegedly infringing material and/or delete the material, or to terminate such members' accounts. After receiving a notification, nth Club will process and investigate the notification and will take appropriate actions under the DMCA and other applicable intellectual property laws. Upon receipt of a notification that complies or substantially complies with the DMCA (as set forth above), nth Club will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity, and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. nth Club will promptly take reasonable steps to notify the member that is the subject of the notification that it has removed or disabled access to such material. If you are subject to a notification, you may provide nth Club with a counter notification by providing its Designated Copyright Agent the following information in writing:
Upon receipt of a proper counter notification under the DMCA (as set forth above), nth Club will promptly provide the person who provided the initial notification with a copy of the counter notification and inform that person that it will replace the removed material or cease disabling access to it in ten (10) business days. Additionally, nth Club will replace the removed material and cease disabling access to it not less than ten (10), nor more than fourteen (14), business days following receipt of the counter notice, unless nth Club's Designated Copyright Agent first receives notice from the person who submitted the initial notification that such person has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the nth Club Web Sites. 24. Submissions of Ideas nth Club or any of its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved products or technologies, product enhancements, processes, materials, marketing plans or new product names. Please do not send any original creative artwork, suggestions or other works. The sole purpose of this policy is to avoid potential misunderstandings or disputes when nth Club's products or marketing strategies might seem similar to ideas submitted to nth Club. So, please do not send your unsolicited ideas to nth Club or anyone associated with nth Club. If, despite nth Club's request that you not send it your ideas, you still send them, then regardless of what your letter says, the following terms shall apply to your idea submission. UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY IDEA OR RELATED MATERIALS TO NTH CLUB BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA AND/OR ANY RELATED MATERIAL TO NTH CLUB, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA OR ANY RELATED MATERIALS AND ARE REPRESENTING AND WARRANTING TO NTH CLUB THAT THE IDEA AND/OR RELATED MATERIALS ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA AND/OR MATERIALS AND THAT NTH CLUB IS FREE TO IMPLEMENT THE IDEA AND TO USE THE MATERIALS IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY NTH CLUB, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY. 25. Miscellaneous Provisions The relationship between you and nth Club is not one of agency or partnership and neither you nor nth Club shall be deemed to be a partner, employee, fiduciary, agent or representative of the other. If nth Club or you fail to enforce any provision of this Agreement it shall not constitute a waiver of such provision. You represent and warrant that you have the right, authority, and capacity to enter into this Agreement. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination. Prices displayed on the nth Club Web Sites are quoted in U.S. Dollars unless another currency is explicitly stated. Special offers, coupons, or discounts cannot be used in conjunction with other offers. Limit one promotion per order. nth Club does not provide Internet access, and you are responsible for all fees associated with your Internet connection. You must be aged thirteen (13) or over to use the nth Club Web Sites and to enter into this Agreement. In compliance with the Children's Online Privacy Protection Act of 1998 (COPPA), nth Club does not knowingly collect information from children under the age of thirteen (13) for any purpose. |