Terms & Conditions
Ecubed (the “Program”) The Program is a membership-based professional network for senior technology and engineering leaders, including but not limited to CTOs, CIOs, and other executive-level professionals.
Our goal is to create a trusted network of senior technology leaders where members can connect, exchange insights, and engage in meaningful professional opportunities
Certain optional features, including referral opportunities, may be subject to separate terms as described below.
PLEASE BE AWARE THAT SECTION 9 (ARBITRATION AND GOVERNING LAW) CONTAINS PROVISIONS GOVERNING HOW ANY DISPUTES BETWEEN US WILL BE RESOLVED. 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 PURSUE CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
1. Introduction
These Terms&Conditions are between members of the Program (“user/s”, “member/s” or “you”) and BairesDev LLC, and its affiliates (collectively “Company,” “we,” “us,” or “our”), each a “Party” and collectively the “Parties”.
By submitting an application, you agree to be bound by these Terms&Conditions and our Privacy Policy, which is incorporated herein by reference. However, as described below, such agreement does not itself grant participation rights in the Program, as acceptance of these Terms&Conditions does not guarantee admission to the Program nor create any obligation for the Company to approve your application. Company’s provision of the Services is expressly conditioned on your acceptance of these Terms&Conditions and the Privacy Policy.
The Company provides the Program and related services (collectively, the “Service/s”) subject to these Terms&Conditions (as amended from time to time, the “Terms&Conditions”).
We reserve the right to, in our sole discretion, change or modify these Terms&Conditions at any time. Our Terms&Conditions may always be found at https://joinecubed.com/terms. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms&Conditions. You should regularly check this page for updates. If you do not accept and agree to be bound by all of the Terms&Conditions, please do not use the Service.
The Program is currently intended for members based in the United States, Canada and United Kingdom. The Program shall only be accessed, or otherwise subscribed to, for personal use, and not for resale or other commercial purposes, by users who are at least eighteen (18) years old. By accessing, browsing or using the Service, and you represent and warrant that you are of legal age to form a binding contract with the Company and, in any event, at least eighteen (18) years of age.
The Services may integrate access to or aspects of Third-Party Products. For purposes of these Terms&Conditions, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by Program link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products. For the purposes of these Terms&Conditions, “Third-Party Products” means any products, content, services, information, Programs, integrations, or other materials that are owned by third parties and are incorporated into or accessible through the Services.
2. Application and Registration Process
In order to access the Service, prospective users must complete an application and accept these Terms&Conditions via click-through agreement, or other similar mechanism.
Submission of an application and acceptance of these Terms&Conditions constitutes only an application to join the Program and does NOT grant, access, or membership rights.
All applications will be considered; however, we reserve complete control and sole discretion regarding who is admitted to the Program.
No binding agreement is formed unless and until BOTH of the following occur:
(a) the Company affirmatively approves your application; AND
(b) the Company sends you a confirmation or welcome email.
Until such approval is communicated, you have no right to access, use, or participate in the Program.
The Company may approve or reject any application for any reason or no reason, and is not obligated to provide an explanation.
As a condition of continued participation in the Program, all approved applicants are required to complete the onboarding process within thirty (30) days of receiving notice of their acceptance. The onboarding process may include, without limitation, the submission of required information, verification steps, and agreement to any additional policies or guidelines as determined by Company. Failure to complete the onboarding process within such thirty (30) day period may, at Company’s sole discretion, result in the suspension or withdrawal of the user’s access to and participation in the Program.
Company reserves the right to revoke such user’s approved status and terminate or deactivate their membership without further notice. You will be required to provide certain information in order to activate your participation in the Program or otherwise access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted or requested. Registration data and certain other information about you are governed by our Privacy Policy.
Upon joining the Service, you will be responsible for maintaining the confidentiality of your password and account, the accuracy of your information, and will be fully responsible for all activities that occur under your account. You agree to (a) immediately notify the Company of any unauthorized use of your password or account or any other breach of security, (b) keep your information current and accurate at all times, (c) ensure that you exit from your account at the end of each session when accessing the Service, and (d) implement the necessary security safeguards on any device you use to access the Service, to restrict use by any other persons, including minors, and to accept full responsibility for any such unauthorized use. In addition to the disclaimers and limitations set forth below, Company will not be liable for any loss, injury or other damage arising from your failure to comply with this Section. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your membership and refuse any and all current or future use of the Services. You agree not to create an account using a false identity or information, or on behalf of someone other than yourself. You may establish only one (1) account per person to participate in the Services, and should Company discover that you have opened more than one (1) account per person, in addition to any other rights that Company may have, Company reserves the right to suspend or terminate any or all of your accounts.
Company reserves the right to deny or rescind any username, in our sole discretion, that we determine to be vulgar, demeaning, obscene, illegal, or claims the identity of another person other than you. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your account, and you further acknowledge and agree that all rights in and to your account are and shall forever be owned by and inure to the benefit of Company.
3. Referrals and Compensation
The Program may allow members to submit or register business leads or referral opportunities. Any referrals should be submitted through this page: https://www.bairesdev.com/referral-partners/
Any compensation, fees, or payments related to referrals are governed exclusively by separate terms, conditions, or agreements presented at the time of referral submission on the designated referral page above.
By submitting a referral or participating in any referral-related activity, you agree to be automatically bound by such separate terms, which are incorporated herein by reference.
The Company makes no guarantees that any referral will result in compensation.
4. Term and Termination.
These Terms&Conditions will remain in full force and effect while you use the Service or have an active membership. Either you or the Company may terminate your membership at any time, for any reason. You may do so by following the instructions provided in the Program, and the Company may do so as set forth below.
Company may, in its sole discretion, suspend or terminate your membership or your access to the Service without notice, and remove and discard any content within the Service, for no reason or for any reason whatsoever, including, without limitation, (i) for lack of use, (ii) if Company believes in its sole discretion that you may have breached these Terms&Conditions or otherwise failed to uphold its users ideals, (iii) for any other reason as Company may determine from time to time, including terminations in connection with periodic user reviews performed by the Company at its sole discretion.
You agree that any termination of your membership or access to the Service under any provision of these Terms&Conditions may be effected at any time without prior notice, and you acknowledge and agree that upon such termination Company may immediately deactivate or delete your membership and account and all related information and files in your account or bar any further access to such files or the Service. Upon termination of these Terms&Conditions, or suspension or deletion of your membership and account, the rights and licenses granted to you under hereunder immediately terminate and you shall cease using the Services. All provisions of these Terms&Conditions which by their nature should survive, shall survive termination or suspension of the Services, including without limitation, ownership, confidentiality, and indemnification provisions, warranty disclaimers, and limitation of liability.
Participation in the Program may be subject to fees, as determined by the Company from time to time. While certain fees may apply, the Company may, in its sole discretion, waive, reduce, or otherwise modify such fees for certain users, groups, or promotional periods (e.g., for early members or limited-time offers). The Company reserves the right to introduce, modify, or discontinue any fees or fee waivers at any time; provided, however, that any increase in fees or introduction of new fees will be communicated to members with at least thirty (30) days’ prior written notice.
5. Members Interaction
The Service is intended for professional networking and collaboration among members. You may not use the Program or any content contained therein (including, but not limited to, content of other users, designs, art, text, graphics, images, video, logos, software, and computer code) in connection with any commercial endeavors, such as promotion of a business, or advertising or soliciting any user to buy or sell any products or services without the Company´s prior written consent. Users of the Service may not use any information obtained from the Service to contact, advertise to, solicit, or sell to any other user.
Unauthorized solicitation, spam, or misuse of the network for unapproved commercial purposes is prohibited.
Notwithstanding the foregoing, users may publicly disclose or state that they are members of the Program, provided that such disclosure (i) does not imply any endorsement, partnership, or affiliation with the Company beyond participation in the Program, and (ii) does not involve the use of the Program or other users for solicitation, marketing, or commercial purposes.
THE COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OR YOUR EXPERIENCE AT ANY IN-PERSON MEETING, EVENT OR VENUE YOU ARE INVITED TO OR OTHERWISE ATTEND THROUGH THE SERVICE. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHERS THROUGH THE SERVICE – THIS INCLUDES, BUT IS NOT LIMITED TO, INTERACTIONS THROUGH CONFERENCES, CONVERSATIONS, CHAT INTERACTIONS, IN-PERSON INTERACTIONS WITH THOSE YOU MEET THROUGH THE SERVICE, AND YOUR ATTENDANCE AT ANY EVENT OR VENUE PROMOTED, HOSTED OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE.
The Company makes no representations or warranties as to the conduct, background or fitness of its users or their compatibility with any current or future users.
While we endeavor to ensure the privacy and safety of all users’ interactions through the Service, we have no involvement, and disclaim all responsibility, with respect to in-person or online interactions. Further, to the extent that the Service identifies the location of a user or certain locations where users may interact, the Company disclaims any affiliation with such locations. As noted below, in no event shall the Company, its affiliates or its officers, directors, employees or agents be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else, whether or not in connection with the use of the Service, including, without limitation, death, bodily injury, emotional distress, and/or any other damages resulting from communications, meetings or interactions with other users or persons you meet through the Service.
5.1 User Content.
You are solely responsible for the content and information that you post, upload, publish, link to, transmit, record, display or otherwise make available (collectively, “post”) on the Service or transmit to other users, including, but not limited to, messages, videos, video chats, music, photographs, status updates, or text, whether publicly posted or privately transmitted (collectively, “User Content”). You may not post as part of the Service, or transmit to the Company or any other user (either on or off the Service), any offensive, inaccurate, misleading, abusive, obscene, profane, threatening, intimidating, harassing, racially offensive, disrespectful, distasteful, sexually explicit, exploitive, overtly and repeatedly self-promotional or commercial, or illegal material, or any material that infringes or violates another person or company’s rights (including intellectual property rights, and rights of confidentiality, privacy and publicity), contains software viruses or any computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, poses a privacy or security risk to any person, or in the sole judgment of Company, is objectionable or that restricts or inhibits any other person from using or enjoying the Services, or may expose Company or its users to any harm or liability. You represent and warrant that all information that you submit upon creation of your account, including information submitted from your account is accurate and truthful and that you will promptly update any information provided by you that subsequently becomes inaccurate, incomplete, misleading or false. We reserve the right to delete any User Content, in whole or in part, that in our sole judgment we believe violates these Terms&Conditions or otherwise may materially negatively impact our members’ experience on the Program or harm the reputation of the Service or the Company. You are solely responsible for the development, content, operation, maintenance, and use of User Content. You represent and warrant that you have all necessary rights and appropriate consents related to User Content to allow Company to provide the Services and enforce its rights. You may not provide User Content for which you do not have all the rights necessary to grant us the license described below. By posting User Content as part of the Service, you grant to the Company a worldwide, perpetual, nonrevocable, transferable, sub-licensable, royalty-free, right (including any moral rights) and license to host, store, use, copy, display, reproduce, adapt, edit, publish, modify, translate, create derivative works from, distribute, publicly or otherwise perform and display, and use the User Content. This license is for the limited purpose of operating, developing, providing, promoting, and improving the Service and researching and developing new ones. The Company reserves the right, in its sole discretion, to investigate and take any legal action against anyone who violates this provision, including removing the offending communication from the Service and terminating or suspending the account of such violators. Your use of the Service, including all Content you post through the Service, must comply with all applicable laws and regulations. You agree that the Company may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce these Terms&Conditions; (iii) respond to claims that any User Content violates the rights of third parties; (iv) respond to your requests for customer service or allow you to use the Service in the future; or (v) protect the rights, property or personal safety of the Company or any other person. You agree that any User Content you place on the Service may be viewed by other users and may be viewed by any person visiting or participating in the Service. If you choose to make any of your information or the User Content publicly available through the Services or otherwise, you do so at your own risk.
We do not undertake to review all User Content, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any User Content. You agree to defend, indemnify and hold Company, its affiliates and subsidiaries, and their respective employees, contractors, consultants, agents, representatives, successors and assigns harmless from any damages, losses, costs, or expenses, including attorneys’ fees, which Company may incur as a result of the upload of User Content. We take no responsibility and assume no liability for any User Content posted by users or any third party, and Company does not endorse any statement, idea or representation contained in the User Content, nor does it not guarantee the User Content’s accuracy, integrity or quality. Although we have no obligation to screen, edit, or monitor User Content, we may: (a) delete or remove User Content or refuse to post any User Content at any time and for any reason with or without notice, including for any violations of applicable law or these Terms&Conditions; and (b) terminate or suspend your access to all or part of the Services, temporarily or permanently, if the User Content is reasonably likely, in our sole determination, to violate applicable law or these Terms&Conditions.
5.2 Member Introductions.
Members are encouraged to introduce third parties, such as colleagues, executives, or other professionals, to the Program. For the avoidance of doubt, any such introduction must be made on behalf of another individual and may not be used by the introducing member to register or gain access to the Service a second time, in a different capacity, or under a different identity. All introduced individuals remain subject to the Company’s standard registration and approval process, and the Company reserves the right to accept or decline any introduction at its sole discretion.
5.3 Prohibited Activities.
The Company reserves the right to investigate, suspend or terminate your membership if it is believed, in the Company’s sole discretion, that you have misused the Service or acted in a way the Company regards as inappropriate, improper, distasteful, harassing, unlawful, promotional, or not in conformance with the values and mission of the Company, including actions or communications occurring outside of the Service or prior to acceptance on the Program. Such inappropriate, improper and unlawful behavior includes, but is not limited to: (i) sending, posting or otherwise uploading any Content prohibited by these Terms&Conditions; (ii) interfering with or disrupting the Service or servers or networks connected to the Service, or disobeying any requirements, procedures, policies or regulations of networks connected to the Service; (iii) violating any applicable local, state, national or international law, or any regulations having the force of law; (iv) harassing, intimidating, abusive, bullying, exploiting, embarrassing, annoying, threatening, or stalking others; (vi) copying, disclosing or sharing content from the Program without the Company’s prior written consent; (vii) impersonating any person, or falsely stating or otherwise misrepresenting your affiliation with a person or entity; (vii) soliciting personal information from anyone in the Program; (ix) soliciting payment from any user; (x) harvesting or collecting email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications; (xi) using the Service to solicit, market, advertise, or sell any products, services, or business opportunities to other users, whether through direct outreach, content posting, or otherwise, without the Company’s prior written consent; (xii) interacting with others in an aggressive, disrespectful, distasteful or otherwise improper way, as determined in Company’s sole discretion; (xiii) furthering or promoting any criminal activity or enterprise or providing instructional information about illegal activities; (xiv) obtaining or attempting to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service; (xv) misrepresenting your identity, status, location, qualifications or affiliations; (xvi) disclosing information that you do not have the right to disclose; (xvii) reverse engineer any aspect of the Services, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Program or any part thereof, or bypass or circumvent (a) measures employed to prevent or limit access to or use of any part of the Services, or (b) restrictions aimed at deterring or preventing uses of the Services that violate this Section; (xviii) develop or use any applications or software that interact with the Services without our authorization (such as through our APIs); (xix) use any part of the Services to research and develop products, models and services that compete with Company; (xx) use any part of the Services as input for any machine learning or artificial intelligence technology that is not provided by us; (xxi) use any part of the Services as part of a dataset that may be used for training, fine-tuning, developing, testing or improving any machine learning or artificial intelligence technology; (xxii) copy the Program, or use any robot, spider, or other automatic device, process, or means to access the Program for any purpose, including monitoring or copying any of the material on the Program; (xxiii) frame, mirror, or otherwise incorporate the Program or any portion of the Program as part of any other mobile application or service; (xxiv) use any illustrations, photographs, video or audio sequences, or any graphics provided in the Program other than for purposes of using the Services in accordance herewith; (xxv) delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Program; (xxvi) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Program; (xxvii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Program, or any features or functionality of the Program, to any third party for any reason, including by making the Program available on a network where it is capable of being accessed by more than one device at any time; (xxviii) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Program; or (xxix) share, disclose, or otherwise disseminate your account login information to any third party.
6. Intellectual Property.
The Company owns and retains all proprietary rights in the Service, and in all content, trademarks, patents, trade names, service marks and other intellectual property rights related thereto. The Service contains the copyrighted material, trademarks, patents and other proprietary information of the Company and its licensors. You agree not to copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible through the Service, without first obtaining the prior written consent of the Company or, if such property is not owned by the Company, you agree to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices. These Terms&Conditions do not transfer any right, title or interest in any intellectual property right to you, except as expressly set forth in these Terms&Conditions. There are no implied rights. Company reserves all rights not expressly granted herein. You acknowledge that any ideas, inventions, suggestions for improvement or discussions submitted by you regarding any aspect of the Services, including, without limitation, the functioning, features, and other characteristics thereof (or any component thereof) (all of the foregoing, collectively, “Feedback”) may be used by Company without compensation or attribution to you, and you hereby grant to Company, its subsidiaries, affiliates and partners a worldwide, irrevocable, royalty free, non-exclusive, sublicensable and transferable license under all intellectual property rights in and to the Feedback for Company to use for any purpose.
Subject to your acceptance and compliance of these Terms&Conditions, Company grants you a personal, nonsublicensable, nonexclusive, nontransferable, limited license, solely for so long as you have a valid account, to access and use the Services over the internet, solely for your internal personal, non-commercial purposes and in accordance with the terms of these Terms&Conditions. You acknowledge and agree that you will comply with all laws, rules, and regulations applicable to the use of the Services.
6.1 Member-Submitted Content.
As a member, you may have the opportunity to contribute content to the Service, including without limitation by submitting written materials, presentations, or recordings, leading or participating in webinars, workshops, or other program sessions, or otherwise engaging with or contributing to the Program (all of the foregoing, collectively, “Member Content”).
You retain full ownership of all intellectual property rights in and to your Member Content. Nothing in these Terms&Conditions shall be construed to transfer ownership of any Member Content from you to the Company.
By submitting or otherwise making available any Member Content through the Service, you grant the Company a non-exclusive, royalty-free, worldwide, perpetual, sublicensable license to host, store, reproduce, distribute, display, and make available your Member Content solely for the purposes of operating the Service and making your Member Content accessible to other members and authorized users of the Program. The Company’s role with respect to Member Content is that of a distribution channel and platform host, and not as an owner or co-author of such content.
You represent and warrant that (i) you own or have all necessary rights to submit your Member Content; (ii) your Member Content does not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party; and (iii) you have obtained any and all consents, permissions, or licenses required for the submission and distribution of your Member Content through the Service. Any Member Content made available through the Service shall comply with all restrictions set forth in Section 5 with respect to User Content.
The Company does not claim editorial control over Member Content and shall not be responsible for the accuracy, completeness, or reliability of any Member Content. However, the Company reserves the right, in its sole discretion, to remove or disable access to any Member Content that it determines, in its sole discretion, violates these Terms&Conditions or is otherwise objectionable.
6.2 Intellectual Property Infringement Complaints
If you believe that your intellectual property rights have been violated in any manner by the Program, please provide written notice of the same to frigato@tarterkrinsky.com.
If notified of an allegation that the Program contains infringing information, materials or other content, we may investigate the allegation and determine in our sole discretion whether to remove or request the removal of such material from the Program.
Digital Millennium Copyright Act
Notwithstanding anything to the contrary contained in Section 6, if you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Company’s Copyright Agent designated below with the following information in writing:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
- Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an email address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Our designated Copyright Agent to receive DMCA notices is: Federica Rigato.
For any information or notification send notice:
1350 Broadway, 11 Floor, New York, NY 10018 ; or
Attn: Federica Rigato, DMCA Agent
By e-email to: frigato@tarterkrinsky.com
By phone to: 212-216-1194
7. Confidentiality.
“Confidential Information” means all trade secrets, know-how, inventions, developments, software and other financial, business or technical information disclosed by or for Company in relation to these Terms&Conditions, the Program and/or the Services. Confidential Information does not include any information you can demonstrate is (a) already known by you without restriction, (b) rightfully furnished to you without restriction by a third party not in breach of any obligation, (c) generally available to the public without breach of these Terms&Conditions, or (d) independently developed by you without reliance on such Confidential Information.
Except for the specific rights granted by these Terms&Conditions, you shall not access, use or disclose any of Company’s Confidential Information without our prior written consent, and you shall use at least the standard of care used to protect your own confidential information, but not less than a reasonable standard of care. Without limiting anything herein, the Services features are owned by and are Confidential Information of Company, and you shall not use any such Confidential Information to create any service, software, documentation or data that is similar to any aspect of the Program or the Services. Promptly after any expiration or termination of these Terms&Conditions (or at Company’s request at any other time), you shall return all Confidential Information, permanently erase all Confidential Information from any storage media and destroy all information, records and materials developed therefrom.
8. Disclaimer
TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE COMPANY PROVIDES THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE (INCLUDING ALL CONTENT CONTAINED THEREIN), INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, SECURE OR THAT ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED. NEITHER COMPANY NOR ANY OF ITS AFFILIATES, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AFFILIATES, AGENTS OR OTHER REPRESENTATIVES ARE LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND ANY RISK OF INJURY RELATED TO THE FOREGOING RESTS ENTIRELY WITH THE USER. WITHOUT LIMITING THE FOREGOING, COMPANY OR ANY THIRD PARTY CONTENT PROVIDERS OR LICENSORS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AFFILIATES, AGENTS OR OTHER REPRESENTATIVES DO NOT WARRANT THAT THE SERVICE, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) INCLUDED ON OR OTHERWISE MADE AVAILABLE TO USERS THROUGH THE Program, THE SERVER SUPPORTING THE Program, OR E-MAILS SENT FROM COMPANY WILL BE SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, ACCURATE, COMPLETE, RELIABLE, USEFUL, TIMELY OR CURRENT. USER ACKNOWLEDGES THAT COMPANY DOES NOT GUARANTEE THE ACCURACY OF DATA CAPTURED THROUGH ITS PROGRAM. COMPANY IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING FROM THE CAPTURE, ANALYSIS, OR INTEGRITY OF SUCH DATA UNDER ANY CIRCUMSTANCES. USER ACKNOWLEDGES THAT COMPANY IS NOT RESPONSIBLE IN ANY WAY FOR MAINTAINING, SECURING, UPDATING, CHARGING OR REPLACING HARDWARE, OR COMPONENTS OF HARDWARE.
8.1 Limitation on Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS&CONDITIONS, IN NO EVENT SHALL COMPANY BE LIABLE TO USER AND/OR THIRD PARTIES ON USER’S BEHALF FOR ANY, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, DOWNTIME COSTS, RESTORATION COSTS, LOSS OF PROFITS, COST OF COVER, OR LOSS OF DATA OR CONTENT, LOSS OF BUSINESS OR GOODWILL, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OF OR INABILITY TO ACCESS OR USE THE SERVICE, ANY THIRD-PARTY SERVICE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM COMPANY, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO COMPANY’S RECORDS, PROGRAMS, OR SERVICE. NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT COMPANY IS FOUND LIABLE IN RESPECT OF ANY LOSS, DAMAGE OR CAUSE OF ACTION (WHETHER CONTRACTUAL, EXTRA-CONTRACTUAL OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, COMPANY’S AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH COMPANY, ITS AFFILIATES, THESE TERMS&CONDITIONS AND/OR THE SERVICE, WILL NOT EXCEED TWO THOUSAND DOLLARS ($2,000).
To the extent that Company sponsors, recommends, lists and/or suggests any locations or venues for conferences, events, and/or meetings among its members (“Venues”), the Company shall not be responsible and disclaims all liability arising in connection with the services and products provided, or failure to supply any such services and products, by any Venue. Venues are solely responsible for their interactions with you, and any and all claims, injuries, illnesses, damages, liabilities, and costs (“Venue Claims”) suffered by you and/or other members as a result of your interaction with or visit to any Venue and you must resolve all disputes directly with Venues. To the maximum extent permitted by applicable law, you hereby release the Company from any and all such Venue Claims.
It is agreed and understood that the releases being provided by you shall apply to all unknown and unanticipated claims, as well as those known and anticipated. IN CONNECTION WITH THE FOREGOING, IF YOU ARE A CALIFORNIA RESIDENT, YOU HAVE BEEN MADE AWARE OF, HAVE READ, AND UNDERSTAND THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
YOU EXPRESSLY, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS, BENEFITS, AND PROTECTIONS OF CALIFORNIA CIVIL CODE SECTION 1542 AND OF ANY OTHER APPLICABLE STATE OR FEDERAL STATUTE, COURT DECISION, OR COMMON LAW PRINCIPLE LIMITING THE SCOPE OR EFFECT OF THIS RELEASE. YOU HEREBY SPECIFICALLY ACKNOWLEDGE THAT YOU HAD THE OPPORTUNITY TO DISCUSS THE MEANING, LEGAL EFFECT, AND IMPORT OF THIS RELEASE WITH LEGAL COUNSEL OF YOUR CHOOSING.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
9. Arbitration and Governing Law.
All matters arising out of or relating to these Terms&Conditions are governed by and construed in accordance with the laws of the State of California, USA, without giving effect to the conflict of laws provisions. Any dispute related to this Agreement shall be submitted to final and binding arbitration in the City of San Francisco, California under the Commercial Arbitration Rules of the American Arbitration Association then in effect, upon written notice and demand of either Party. The arbitration shall be conducted by one (1) arbitrator. Any arbitration award rendered shall be binding, final, and conclusive, and judgment may be entered in any court having jurisdiction thereof. The prevailing Party shall be entitled to recover reasonable attorney’s fees and costs from the other Party. Further, the Parties agree that the arbitration of any dispute shall be conducted on an individual basis, not a class-wide basis, and that no arbitration proceedings may be consolidated with any other arbitration or other legal proceeding involving Company or any other person. You further agree not to be a class representative, class member, or otherwise participate in a class, representative, or consolidated proceeding against Company for any dispute. The Parties agree that the arbitrator of any dispute between the Parties shall not consolidate more than one person’s claims and may not otherwise preside over any form of a class or representative proceeding.
YOU UNDERSTAND THAT BY AGREEING TO SUCH BINDING ARBITRATION YOU ARE HEREBY WAIVING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS&CONDITIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS DECIDED TO ENTER INTO THIS AGREEMENT IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
You may opt out of this arbitration agreement by sending us written notice, within 30 days of the time you consent to these Terms&Conditions, to the following email address: legal@joinecubed.com.
Except as provided above as to those disputes submitted to arbitration pursuant to the Federal Arbitration Act, any other dispute must be brought in state or federal court in San Francisco, California, and you expressly submit to the jurisdiction of such courts and waive any claims that such courts are an inconvenient forum.
10. Indemnification.
You agree to indemnify and hold the Company, its officers, directors, employees, agents subsidiaries and affiliates, harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your breach of or failure to comply with these Terms&Conditions (including any breach of your representations and warranties contained herein), any event that you promote, market, create, host or invite others to using the Service, any postings or content you post in the Service, and the violation of any law or regulation by you, your use of or conduct in connection with the Services, negligence or willful misconduct, and/or any interaction between you and other users. The Company reserves the right 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 Company in connection therewith.
11. No Employment or Agency Relationship
Participation in the Program does not create any employment, contractor, agency, partnership, or joint venture relationship with the Company. Members are not authorized to act on behalf of the Company or bind the Company nor to represent themselves as employees, agents, or representatives of the Company.
12. Notice.
The Company may provide you with notices, including those regarding these Terms&Conditions, using any reasonable means, which may include email, SMS, MMS, text message, or postings in the Service. Such notices may not be received if you violate these Terms&Conditions by accessing the Service in an unauthorized manner. You agree that you are deemed to have received any and all notices that would have been delivered had you accessed the Service in an authorized manner.
13. Entire Agreement; Miscellaneous.
These Terms&Conditions, together with the Privacy Policy, comprise the entire agreement between you and the Company regarding the use of the Service. If any provision of these Terms&Conditions is held invalid, the remainder hereof shall continue in full force and effect. The failure of the Company to exercise or enforce any right or provision of these Terms&Conditions shall not constitute a waiver of such right or provision. You agree that your participation in the Program is non-transferable and all of your rights to your profile or contents within your account terminate upon your death or termination from the Service.