Ambyr Membership Agreement
Terms and Conditions
The terms and conditions set forth here are the Membership Terms and Conditions (“Membership Terms and Conditions”) of Ambyr LLC. (the “Company”) and the social club operated at the Company’s events (the “Club”). These Membership Terms and Conditions, along with the Membership Agreement and the Ambyr Rules and Code of Conduct (all of those documents including these Membership Terms and Conditions, collectively, the “Agreement”) govern your membership with the Club (“Membership”). Unless otherwise specified, all capitalized terms used and not defined here have the meaning ascribed to such terms in the applicable agreement or policy. The Company may make changes to these Membership Terms and Conditions from time to time in its sole discretion, and will make every effort to send notice to you via email to the email address provided by you to the Company. Any such changes will become effective when such changes are sent to you or on such later date as may be specified by the Company.
Membership General Terms.
Membership Term. Your Membership with the Club shall last indefinitely from the day you join the Club (the “Membership Term”).
Renewal. Your Membership shall auto-renew on an monthly basis or every three months depending on your membership (each such term a “Renewal Term”), unless you provide notice to the Company at least 14 days prior to expiration your then-current Membership Term that you wish to opt out of such Renewal Term.
Events and Invitations. The Club may offer certain events for Members to attend and participate in from time to time (the “Event(s)”). Members may apply for and be extended an invitation to join or attend a specific Event (the “Invitation”). Each Event is by Invitation only. As a Member, you are not entitled to an Invitation to each Event. If you apply for an Invitation and you are not given an Invitation, you may not attend the Event. Ambyr reserves the right to revoke any Invitation that has been extended to any Member. In the event an Event needs to be cancelled or altered in any way, you will be notified (if you had received an Invitation) as soon as practicable.
Event Fees. Each Event shall be ticketed, and the price for such attending such Event shall be described on the Invitation (the “Event Fee”). You will be charged and must pay the Event Fee prior to your attendance at the Event.
Termination of Membership. You may cancel your Membership at any time with at least 14 days’ notice to the Company.
Other Expenses. At each Event, there may be an opportunity to purchase food, drinks, or partake in various activities. All payments and fees shall be separate from any Event Fee.
Refunds. Unless expressly provided herein, the Company will have no obligation to refund any Event Fee or other expenses.
Termination of Membership by the Company. Unless otherwise provided herein, the Company may terminate your Membership at any time, in its sole discretion, immediately, upon a breach by you of the Club Rules or these Membership Terms and Conditions or the Rules and Code of Conduct.
Access to the Club or Events. The Company and its designees shall, at all times, have access to all Events offered through the Club, including those used by you, with or without notice to you, including without limitation, for purposes of maintenance, safety, or security, as determined in the Company’s sole discretion. The Company may restrict access to certain parts of the Events for programming or private event purposes in its sole discretion.
Guests. Members will be permitted to bring guests on an Event by Event basis.
Conduct. You agree that you will comply with the Code of Conduct and any other rules applicable to attendance at a Club event. In the event that you violate the Code of Conduct or any other applicable rules, the Company may immediately terminate your Membership without any obligation to refund any Event Fees or any other fees you have paid to the Company.
Indemnity. You agree to indemnify, defend and hold the Company and its affiliates and its and their respective officers, directors, employees, consultants, contractors and agents (collectively, the “Indemnitees”) harmless from any and all actions, suits, proceedings, claims and demands brought or made by any third party (including, for the avoidance of doubt, any employees, contractors or agents of the Company; and any of the Company’s other members) (“Third Party Claims”) and to pay any settlements, awards, costs and expenses (including reasonable attorneys’ fees and disbursements) in connection with such Third Party Claims (collectively, “Losses”), to the extent such Third Party Claim arises out of or relates to: (i) any breach of the Agreement (including, for the avoidance of doubt, the Member Agreement, the Rules and Code of Conduct, and these Membership Terms and Conditions) by you, or (ii) any other conduct, acts or omissions by you in connection with your Membership or any of your use of the Club or Events, including, but not limited to, any violation of applicable laws or regulations, negligence or misconduct by you.
Liability.
Liability Exclusion. THE COMPANY WILL NOT BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, OR FOR ANY LOST REVENUES OR PROFITS, LOSS OF USE, LOSS OF COST OR OTHER SAVINGS OR LOSS OF GOODWILL OR REPUTATION, WITH RESPECT TO ANY CLAIMS BASED ON CONTRACT, TORT OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) ARISING FROM, RELATING TO OR IN CONNECTION WITH THE MEMBERSHIP, THE CLUB, THE EVENTS, THE MEMBER AGREEMENT, RULES AND CODE OF CONDUCT OR THE MEMBERSHIP TERMS AND CONDITIONS, REGARDLESS OF WHETHER THE COMPANY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.
Limitation of Damages. THE COMPANY’S MAXIMUM LIABILITY ARISING FROM, RELATING TO, OR IN CONNECTION WITH THE MEMBERSHIP, THE CLUB, THE EVENTS, THE MEMBER AGREEMENT, RULES AND CODE OF CONDUCT, OR THE MEMBERSHIP TERMS AND CONDITIONS, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, INDEMNITY, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED, IN THE AGGREGATE, $500.
Exceptions. To the extent any of the exclusions or limitations of liability set forth in this section are determined to be not enforceable under applicable law, such exclusions and limitations of liability shall be enforced to the fullest extent permitted under applicable law.
Confidential Information. You agree to hold all Confidential Information (defined as information not generally known to the public) of the Company and any other Members of the Club or Company in strict confidence and to take all reasonable precautions to protect the Confidential Information. You acknowledge that any disclosure or unauthorized use of the Confidential Information will constitute a material breach of these Membership Terms and Conditions and cause substantial harm to the injured party for which damages would not be a fully adequate remedy. In the event of any such breach, the Company shall have, in addition to other available remedies, the right to injunctive relief (without being required to post bond or security). The Company reserves the right at all times to disclose any information about you as the Company deems necessary to satisfy any applicable law, regulation, legal process or governmental request.
Disparaging Statements. You shall, during and after the Membership Term, refrain from making any statements or comments of a defamatory or disparaging nature to any third party (including via your social media channels) regarding the Company, any of the Company’s officers, directors, employees, personnel, agents, policies, services or products or other members, except as necessary to comply with law or legal process.
Social Media. The Company will not tolerate certain social media conduct by members, whether indirectly or directly targeting or relating to the Company, its members, officers, directors, employees, personnel, or agents, including for example: (a) defamatory, malicious, obscene, intimidating, discriminatory, harassing or threatening comments or hate propaganda; (b) calls to violence of any kind or other threats of any kind; or (c) conduct that violates any law or regulation. In the event that the Company feels that you have breached this paragraph, the Company reserves all its rights to take further action, including but not limited to: (i) adding, removing, or modifying any content, including comments, (ii) blocking you or any other disruptive users; and (iii) discontinuing any of its social media channels at any time. In the event that you engage in any of this prohibited conduct on your social media channels regarding the Company or any of the Company’s officers, directors, employees, personnel, agents, policies, services or products or other members, the Company may immediately terminate your membership and reserves its full legal rights to pursue legal damages against you.
Publicity. You may not use pictures, illustrations or graphics of the Company (including any images from the Company’s website) in any advertising or publicity for commercial purposes without the prior written consent of the Company. You may refer to yourself as a member of the Club on your social media channels, blog or for other non-commercial purposes.
Valuables and Personal Property. The Company shall not be liable for the loss of or theft of, or damage to, your personal property at any Events.
Communications; Partnerships. You acknowledge that you will receive community emails as part of your obligations and duties as a member. The Company may provide notice of any changes to services, fees or other updates by email to the address provided by you, and you agree that such notice is proper. You agree to notify the Company of any changes to your contact information. If you contact any other member for commercial or other unauthorized purposes who has not consented to such contact, including any spamming, your Membership may immediately be terminated by the Company. You also agree that the Company may from time to time give your email, name and other demographic information to the Company’s third-party partners, in order to provide promotional and marketing opportunities to you. If you do not want the Company to share any of this information with its third-party partners, you must notify the Company in writing at info@ambyrclub.com. Third party partners will not be able to add your information to their databases for commercial purposes. The Company will not disclose any of your credit card information or other transactional details to third parties.
Representations and Warranties; Disclaimer.
Mutual Representations and Warranties. The Company and you each represent and warrant that you and they are each duly authorized to perform your and their obligations hereunder.
Disclaimer. EXCEPT AS EXPRESSLY PROVIDED ABOVE, EACH PARTY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, ARISING FROM, RELATING TO OR IN CONNECTION WITH THE MEMBERSHIP, THE CLUB, THE EVENTS, THE MEMBER AGREEMENT, RULES AND CODE OF CONDUCT, OR MEMBERSHIP TERMS AND CONDITIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY REPRESENTATIONS AND WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
Miscellaneous.
Except for the payment of any amounts due hereunder, nonperformance of either party shall be excused to the extent that performance is prevented or delayed by strike, fire, flood, pandemic, governmental acts, orders or restrictions, failure of suppliers, Internet or power outages, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party.
Members will not assign or otherwise transfer any of its rights or obligations under the Agreement without the prior written consent of the Company. The Company may, without the consent of the other party, assign or otherwise transfer the Agreement: (i) to any of its affiliates or (ii) in connection with a merger, consolidation, sale of equity interests, sale of all or substantially all of its assets or other change of control transaction. Any assignment or other transfer not in accordance with this section will be null and void. The Agreement is binding upon and will inure to the benefit of each party and their respective permitted successors or assigns.
The relationship of the parties under the Agreement: (i) is one of independent contractors, and neither party has the authority to bind the other party in any way and (ii) is non-exclusive and nothing herein shall be deemed to restrict or limit a party’s ability to engage in similar relationships, agreements or arrangements with any other party. The Agreement, which is comprised of the Member Agreement, Rules and Code of Conduct, and these Membership Terms and Conditions sets forth the entire agreement of the parties as to its subject matter and supersedes all prior agreements, negotiations, representations, and promises between them with respect to its subject matter. A waiver of rights under the Agreement will not be effective unless it is in writing and signed by an authorized representative of the party that is waiving the rights.
From time to time, the Company may make available to you the service of independent contractors. The Company does not guarantee or warrant the quality of these services and does not guarantee that these services will remain available to you for any period of time, and hereby disclaims all liability arising out of such services.
The Agreement, and any and all disputes directly or indirectly arising out of or relating to the Agreement, shall be governed by and construed in accordance with the laws of the State of New York, without reference to the choice of law rules thereof.
In the unlikely event that you and the Company have a dispute related to this Agreement, you and the Company agree it will be resolved by binding arbitration under the rules and supervision of the American Arbitration Association, in New York City, except where the law specifically forbids the use of arbitration as a final and binding remedy. THIS AGREEMENT TO ARBITRATE WAIVES THE PARTIES’ RIGHTS TO LITIGATE THEIR DISPUTES IN COURT OR TO RECEIVE A JURY TRIAL.
In the event that any provision of the Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement shall otherwise remain in full force and effect and enforceable.