Churchill Club

The premier independent Silicon Valley business and technology forum since 1985

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Terms of Service

TERMS OF SERVICE

Churchill Club Terms of Service

Last Updated: January 19, 2017

Welcome, and thank you for your interest in Churchill Club (“Churchill Club,” “we,” or “us”) and our website at www.churchillclub.org (“Site”), along with our related websites and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Churchill Club regarding your use of the Service.

 

PLEASE READ THE FOLLOWING TERMS CAREFULLY.
BY REGISTERING, ACCESSING, BROWSING OR OTHERWISE USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING CHURCHILL CLUB’S PRIVACY POLICY AND ANY FUTURE MODIFICATIONS (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service. YOUR USE OF THE SERVICE, AND CHURCHILL CLUB’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY CHURCHILL CLUB AND YOU TO BE BOUND BY THESE TERMS.

 

Arbitration NOTICE. Except for certain kinds of disputes described in Section 17, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND CHURCHILL CLUB ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 17);

  1. Churchill Club Service Overview. Churchill Club is a forum that provides individuals with opportunities to learn from with speakers about current business and technology topics through events and content that Churchill Club may make available through the Site.
  2. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (i) you are at least 18 years old; (ii) you have not previously been suspended or removed from the Service; and (iii) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
  3. Accounts and Registration. To access some features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, mailing address, company name, company address, telephone number or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at info@churchillclub.org.
  4. Service Access
    • Access Rights. Churchill Club grants you permission to access and use the Service as set forth in these Terms, provided that and so long as: (i) you use the Service solely for your personal, private, noncommercial use unless otherwise agreed to by Churchill Club; (ii) you do not download, reproduce, redistribute, retransmit, publish, resell, publicly display or otherwise exploit any portion of the Service in any medium without Churchill Club’s prior written authorization or unless expressly permitted in these Terms; (iii) you do not alter or modify any part of the Service other than as may be reasonably necessary to use the Service for its intended purposes; (iv) you do not engage in any of the prohibited uses described below; and (v) you otherwise fully comply with these Terms. You understand that certain portions of the Service may not be accessible to all users, including but not limited to our online community. Churchill Club reserves the right to terminate or suspend your account, deny you permission to access the Service or deny you permission to register an account for any or no reason.
    • Feedback License. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Churchill Club an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
  5. Paid Membership. Churchill Club may offer paid membership levels with benefits available exclusively to paying users, including early registration for and premium seating at Events. You may purchase membership at the prices listed on the Site through our Site or by calling Churchill Club at (408) 265 – 0130 (“Membership Fees”). Churchill Club provides memberships on an annual basis. Purchasing an annual membership does not entitle you to renewal in a subsequent year. All Membership Fees are non-refundable unless stated otherwise in Sections 5.1 and 5.2.
    • Membership Cancellation or Refusal by Churchill Club. Churchill Club reserves the right to refuse membership or revoke your membership without cause. If we refuse your membership or cancel your membership without cause, you may be offered a full refund with deductions for any benefits or services that you have used, to be determined in our sole discretion.
    • Membership Cancellation by You. You may cancel your membership at any time by providing notice of membership cancellation to Churchill Club, which must include your name and the start date of your membership, by phone at (408) 265 – 0130 or by email at info@churchillclub.org. At the time of cancellation, your access to all membership benefits will be cancelled and any benefits you have been given will be withdrawn. If you provide Churchill Club notice of membership cancellation within ten (10) business days from the start of your membership, you will be eligible for a refund of your Membership Fees with deductions for: (i) a service fee of ten percent (10%) of the Membership Fees paid; and (ii) the value of any membership benefits that have been used prior to cancellation. If you provide Churchill Club notice of membership cancellation after ten (10) business days from the start of your membership, you will not be eligible for a refund.
  6. As part of the Service, Churchill Club may host events that allow you to hear from and interact with speakers in business and technology (“Event”). You may register for Events with our third party service provider, Eventbrite – through a link on our Site or directly through Event listings on the Eventbrite website – or by calling us at (408) 265 – 0130. When you register for Events, you will be required to provide your name, company, title, contact information, email address, and other identifying information for you and your guests. Some of the Events may require you to pay registration fees (“Event Registration Fees”). Event Registration Fees are non-refundable unless stated otherwise in Sections 6.1 and 6.2 or in the Event registration details.
    • Event Cancellation and Postponement by Churchill Club. Churchill Club reserves the right to cancel or reschedule an Event at its sole discretion for any reason. In the event Churchill Club cancels an Event, you may be offered a full refund of your Event Registration Fees. If Churchill Club postpones the Event, then Churchill Club may offer a full refund of your Event Registration Fees or apply those fees to the same Event at its later date.
    • Event Cancellation by You. You may cancel your Event registration at any time by providing notice to Churchill Club, which must include the registered attendee’s name, by telephone at (408) 265-0130 or by email at info@churchillclub.org. If you provide Churchill Club notice of cancellation more than seventy-two (72) hours before the start of the Event, you may be eligible for a refund of your Event Registration Fees. If you provide Churchill Club notice of cancellation seventy-two (72) hours or less from the start of the Event, you will be ineligible for a refund of your Event Registration Fees. If you choose not to attend the Event, you will be ineligible for a refund.
  7. General Payment Terms. Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable unless stated otherwise in Sections 5 and 6.
    • Churchill Club reserves the right to determine pricing for the Service, including Membership Fees and Event Registration Fees. Churchill Club will make reasonable efforts to keep pricing information published on the Site up to date. We encourage you to check our Site periodically for current pricing information. Churchill Club may change the fees for any feature of the Service, including additional fees or charges, if Churchill Club gives you advance notice of changes before they apply. Churchill Club, at its sole discretion, may make promotional offers with different features and different pricing to any of Churchill Club’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
    • You authorize Churchill Club or its third party payment processor to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Churchill Club, to the payment method specified in your account. If you pay any fees with a credit card, Churchill Club or its third party payment processor may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
    • Delinquent Accounts. Churchill Club may suspend or terminate access to the Service for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.
  8. Ownership; Proprietary Rights. The Service is owned and operated by Churchill Club. The content, visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Churchill Club are protected by intellectual property and other laws. All Materials included in the Service are the property of Churchill Club and/or its third party licensors. Except as expressly authorized by Churchill Club, you may not make use of the Materials. Churchill Club reserves all rights to the Materials not granted expressly in these Terms. All trademarks, service marks, and trade names are proprietary to Churchill Club, its affiliates and/or its licensors and may not be exploited without the express permission of the owner of such marks or as otherwise authorized under these Terms.
  9. Third Party Terms
    • Services and Linked Websites. Churchill Club may provide tools through the Service that enable you to export information, including Churchill Club content, to third party services, including through our implementation of third party buttons (such as “like” or “share” buttons). By using one of these tools, you agree that Churchill Club may transfer that information to the applicable third party service. Third party services are not under Churchill Club’s control, and Churchill Club is not responsible for any third party service’s use of your exported information. The Service may also contain links to third party websites. Linked websites are not under Churchill Club’s control, and Churchill Club is not responsible for their content.
    • Open Source Software. The Service may include open source software or third party software.  Any such software, if applicable, is made available to you under the terms of the applicable licenses.
  10. Prohibited Conduct. BY USING THE SERVICE YOU AGREE NOT TO, NOR PERMIT ANYONE ELSE TO, INDIRECTLY OR DIRECTLY:
    1. use the Service for any illegal purpose or in violation of any local, state, national, or international law;
    2. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
    3. interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
    4. interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
    5. use web scraping, web harvesting, or web data extraction methods to extract data from the Service;
    6. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
    7. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 8) or any right or ability to view, access, or use any Materials; or
    8. attempt to do any of the acts described in this Section 10 or assist or permit any person in engaging in any of the acts described in this Section 10.
  11. Digital Millennium Copyright Act
    • DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:

 

Churchill Club

ATTN: DMCA Copyright Notification

3150 Almaden Expressway, Suite 214

San Jose, California 95118

Email: info@churchillclub.org

 

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
  2. a description of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works on the Service are covered by a single notification, a representative list of such works from the Service;
  3. a description of the material that you claim is infringing and where it is located on the Service;
  4. your address, telephone number, and email address;
  5. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
  6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
  • Repeat Infringers. Churchill Club will promptly terminate the accounts of users that are determined by Churchill Club to be repeat infringers.
  1. Modification of these Terms. We reserve the right to change these Terms on a going-forward basis upon 7 days’ notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we will provide notice on our Site of the modifications. Your continued use of the Service after receiving notice of material modifications on our Site constitutes acceptance of the material modifications. Material modifications become effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 12, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
  2. Term, Termination and Modification of the Service
    • These Terms are effective beginning when you accept the Terms or first access or use the Service, and will continue until terminated in accordance with Section 13.2.
    • If you violate any provision of these Terms, your account and these Terms automatically terminate. In addition, Churchill Club may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by closing your account and discontinuing your use of any and all parts of the Service and by providing notice of termination at info@churchillclub.org. If you choose to terminate your account on the Service, you will be ineligible for a refund of amounts already paid, including any prepaid Membership Fees or Event Registration Fees, unless otherwise eligible for a refund under these Terms.
    • Effect of Termination. Upon termination of these Terms: (i) your access rights will terminate and you must immediately cease all use of the Service; (ii) you will no longer have access to your account; (iii) you must pay Churchill Club any unpaid amount that was due prior to termination; and (iv) all payment obligations accrued prior to termination and Sections2, 8, 13.3, 14, 15, 16, 17 and 18 will survive.
    • Modification of the Service. Churchill Club reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Churchill Club will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service; however, Churchill Club may consider transfers of your membership or other special requests, subject to a service fee determined at Churchill Club’s sole discretion.
  3. You are responsible for your use of the Service, and you will defend and indemnify Churchill Club and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Churchill Club Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
  4. Disclaimers; No Warranties

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. CHURCHILL CLUB DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CHURCHILL CLUB DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND CHURCHILL CLUB DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR CHURCHILL CLUB ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE CHURCHILL CLUB ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

 

THE OPINIONS AND VIEWS EXPRESSED ON THE SERVICE AND DURING EVENTS ARE THOSE OF THE INDIVIDUAL SPEAKERS OR OTHER USERS AND DO NOT NECESSARILY REPRESENT THE VIEWS OF THE CHURCHILL CLUB ENTITIES.

however, CHURCHILL CLUB does not disclaim any warranty or other right that CHURCHILL CLUB is prohibited from disclaiming under applicable law.

  1. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CHURCHILL CLUB ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY CHURCHILL CLUB ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 17.4(iii) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE CHURCHILL CLUB ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO CHURCHILL CLUB FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

  1. Dispute Resolution and Arbitration
    • In the interest of resolving disputes between you and Churchill Club in the most expedient and cost effective manner, and except as described in Section 17.2, you and Churchill Club agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CHURCHILL CLUB ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
    • Despite the provisions of Section 17.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
    • Any arbitration between you and Churchill Club will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
    • Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Churchill Club’s address for Notice is: Churchill Club, 3150 Almaden Expressway, Suite 214, San Jose, California 95118. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Churchill Club may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Churchill Club must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Churchill Club will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Churchill Club in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
    • If you commence arbitration in accordance with these Terms, Churchill Club will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Santa Clara County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Churchill Club for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
    • No Class Actions. YOU AND CHURCHILL CLUB AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Churchill Club agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
    • Modifications to this Arbitration Provision. If Churchill Club makes any future change to this arbitration provision, other than a change to Churchill Club’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Churchill Club’s address for Notice of Arbitration, in which case your account with Churchill Club will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
    • If Section 17.8 is found to be unenforceable or if the entirety of this Section 17 is found to be unenforceable, then the entirety of this Section 17 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 18.1 will govern any action arising out of or related to these Terms.
  2. General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Churchill Club regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
    • Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Churchill Club submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Santa Clara County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
    • Privacy Policy. Please read the Churchill Club Privacy Policy at https://www.churchillclub.org/privacy-policy/ carefully for information relating to our collection, use, storage, disclosure of your personal information. The Churchill Club Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
    • Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
    • Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
    • Contact Information. The Service is offered by Churchill Club, whose administrative offices are located at 3150 Almaden Expressway, Suite 214, San Jose, California 95118. You may contact us by sending correspondence to that address or by emailing us at info@churchillclub.org. You can access a copy of these Terms by clicking here.
    • Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.