Terms & Conditions

I. General Provisions

Proprofit Worldwide Limited, incorporated under the laws of the United Kingdom, with its registered office at 98 Chingford Mount Road, UK, Company Number: 08525700 (“Proprofit,” “Clubshop,” “we,” “us”) is the provider of certain online marketing and related services known as the Global Partner System or GPS (the “Service”). We enter into agreements solely with customers who subscribe to the Service for purposes directly related to the marketing of the Clubshop Mall. These Terms of Service (the “Terms”) govern our customers' use of the Service.

When you click the subscription button during the registration process, the company, organization, or any other business entity identified (“you” or the “Customer”) thereby accepts and agrees to these Terms. You also agree to use the Service in compliance with the provisions outlined in this document.

If an individual subscribes to the Service, that individual represents and warrants to us that they are authorized to do so on the Customer’s behalf. Please retain a copy of these Terms for your records, as they constitute a legal agreement between you and Clubshop upon subscribing to the Service. If you do not agree with any provisions of this document, you may not subscribe to or use the Service. We reserve the right to reject your request, registration, or application for Subscription to the Service for any reason, provided it is not unlawful.

II. Service

1. GENERAL

Through the Service, we offer you:

  1. Access to and utilization of our web-based Software-as-a-Service (SaaS) model platform (the “Clubshop platform”), available to all customers. This platform enables you to create, manage, and send marketing campaigns and host mailing lists using various tools such as Newsletter Creator, Landing Page Builder, Marketing Automation Software, and CRM, among others.
  2. Customer Service, as described further below.
  3. Voluntary access to additional features (add-ons) and services. Ordering and payment are necessary for add-ons and services beyond those included in your subscription.

The specific features and scope of the Service available to you under your Subscription (“Subscription Plan”) are detailed on the Clubshop GPS VIP Upgrade page and are contingent upon the “GPS Type” you select. You may utilize the Service to send emails solely to individuals who have granted permission to be included in our mailing list (“Members”) and have not subsequently revoked such permission unless you possess another valid legal basis to process your Members’ personal data within the Service.

2. ACCOUNT

Your access to the Service is through your designated "Account" using your login credentials. Safeguarding the confidentiality of your login details is your responsibility. Additionally, any activity conducted under your Account, particularly actions performed by other users granted access (“Users”), is your responsibility. The Service includes features allowing you to specify the level of access Users have to the Account, Webinars, and Content. It is solely your responsibility to apply appropriate access levels. To utilize the Service, creating an individual account within the Clubshop platform is mandatory.

3. FREE ACCOUNT

Clubshop provides free access to the Service, offering limited features (“Clubshopper,” "Merchant Affiliate,” “Affinity Group”) on an ongoing monthly basis at no cost. You are permitted to create only one Free Account.

Should you desire access to additional features and functionalities beyond those provided in the Free Account, you must select an appropriate GPS paid plan and prepay for the next period.

Clubshop reserves the right, at any time and without necessarily giving prior notice, to limit, suspend, alter features or functionalities, or cease the Service (or any part thereof) for a Free Account Subscription, temporarily or permanently. You acknowledge and agree that Clubshop holds no liability to you or any third party for such modifications or discontinuation of the Service. Clubshop is not obligated, explicitly or implicitly, to provide or continue providing the Service or any part thereof, presently or in the future.

4. UPGRADE

At any time, you have the option to upgrade your Subscription Plan or order an add-on. If you choose to purchase a higher GPS during your subscribed Billing Period, we will adjust your renewal date accordingly.

5. DOMAINS

Through the Landing Page System add-on, we enable you to name and create your landing pages on our domains. It's your responsibility to verify if any selected name infringes on third-party rights, as we do not perform such checks. We explicitly disclaim any liability arising directly or indirectly from such names. We reserve the right to block, cancel, or alter the name of any page you create, especially if mandated by a court or governmental authority or if we reasonably believe it necessary to prevent infringement or violation of any third-party or Clubshop rights.

6. WEBINARS

The Webinar entitlement is offered to GPS VIPs with a Director Leadership title, enabling them to request Clubshop's permission to host online conferences (“Webinars”) for a specified number of participants (“Participants”) directly related to Clubshop's business development.

This feature is available for conferences where you act as a Presenter. Clubshop will assess your familiarity with the entire fe-Commerce Clubshop ecosystem before approving your request.

As the organizer of a Webinar, you bear sole responsibility for notifying all Participants that any personal data or information shared during the conference might be transmitted to other Participants and third parties.

You must also ensure that Participants are aware that utilizing the Webinar feature is subject to these Terms of Service and the Clubshop Privacy Policy, including but not limited to the applicable restrictions on prohibited practices and technical requirements.

Running more than one Webinar simultaneously is not permitted. Note that Webinars may not be available in certain locations.

7. ADDITIONAL DOMAINS, FEATURES AND SERVICES

You have the option to utilize certain additional domains and features provided by us or integrate third-party services with the Service. When you opt to use a third-party service alongside our Service, you grant us authorization to exchange any of your confidential data necessary for facilitating such integration with the third-party service. Any links to third-party services or websites found within the Service, on Clubshop.com, or any other website or web page owned, used, or controlled by Clubshop (collectively referred to as the “Websites”) are provided for convenience only. We do not have control over, nor do we endorse, any material or information found on those third-party service sites.

8. BETA-TEST VERSIONS

Periodically, Clubshop may offer a beta-test version of new features. This enables our customers to experiment with new solutions, aiding us in understanding your needs and refining the Service accordingly. When opting to use a feature available in the beta-test version, you agree to the following:

  1. The feature is accessible for a limited time and can be deactivated at any time at our sole discretion.
  2. The feature's availability is limited and subject to modification at any time, solely at our discretion.
  3. Clubshop does not guarantee the inclusion of any feature from the beta-test version into the Service. We are not obligated to maintain or support such features, and we may discontinue their development at any time at our sole discretion.
  4. You assume sole responsibility for the consequences of using the beta-test version, including its potential impact on your Account settings, ongoing or planned campaigns, collected data, or any other information. Upon deactivation of the beta-test version, certain actions within your Account may be irreversible, and Clubshop holds no responsibility or liability for the resulting consequences.
  5. Following the beta-test period, one or more features tested may be offered for a separate fee (e.g., as a paid add-on) or as part of specific pricing options only. Customers interested in utilizing these features may need to upgrade their Accounts to an advanced pricing option to access them.

III. Technical Requirements

  1. The Service is designed to function optimally with the latest official versions of Google Chrome, Mozilla Firefox, and Safari web browsers. To utilize the Service effectively, you must possess a device capable of internet access, a web browser enabling "cookies" and JavaScript, and an email account.
  2. For an Account subscription, a phone and/or a service facilitating SMS message reception for authorization codes is necessary.
  3. It is expressly acknowledged and agreed that Clubshop is not responsible for meeting the aforementioned requirements. Additionally, the quality of files sent, posted, streamed, published, or transmitted via the Service might differ from the original upload to conform and adapt to data transfer standards, network connections, device specifications, or Service requirements.

IV. Use Of The Service

Upon successful registration and Subscription to the Service, you agree to:

  1. Adhere to these Terms of Service, the Clubshop Privacy Policy, the Clubshop Anti-Spam Policy, and all other policies developed, published, or adopted by Clubshop in connection with the Service (each as amended and in effect from time to time).
  2. Use the Service solely for purposes directly associated with your Clubshop business.
  3. Maintain and promptly update your contact details to ensure they are current, complete, and accurate.
  4. Transmit or stream through the Service only materials for which you possess full usage rights and publishing rights on the Internet.
  5. Comply with all relevant laws, regulations, rules, and requirements (“Legal Requirements”) concerning email transmission (including commercial emails) and the processing and transmission of personal data. This includes but is not limited to Legal Requirements applicable in your country of residence.
  6. Keep all login credentials provided to you confidential and secure.

If you:

  1. Have a presence in the European Economic Area (EEA), or
  2. Offer goods or services to individuals in the EEA, regardless of payment requirements or
  3. Monitor the behavior of individuals in the EEA,

You affirm and guarantee that while using the Service, particularly in creating Contact lists, sending emails, and collecting personal data, you adhere to all personal data protection, privacy, and electronic communication regulations applicable in the EEA and its member states. Specifically, you must:

  1. Clearly inform individuals about the methods and purposes of processing their personal data, including for processing within the Service.
  2. Obtain and maintain explicit and valid consent from individuals to transfer their data to Clubshop and process it for sending electronic communication on your behalf.
  3. Agree to indemnify and hold Clubshop harmless from any losses resulting from breaching the aforementioned warranties and obligations.

By accepting these Terms of Service, you engage Clubshop in processing the necessary personal data to provide you with the Service, under terms and conditions specified in the Data Processing Agreement, an integral part of these Terms of Service.

Data Processing Agreement

Regarding any Personal Information (defined by the California Consumer Protection Act of 2018 (CCPA)) of any "consumer" (as defined by the CCPA) that you provide to Clubshop for processing:

  • Clubshop and you acknowledge that we shall act as a service provider under the CCPA. Therefore, we will not retain, use, or disclose Personal Information for any purpose beyond performing the Service under these Terms of Service, except as permitted by the CCPA or for any commercial purpose.
  • Clubshop's role is limited to providing you with the Service tools for Personal Information processing. We do not control the scope of Personal Information you process in the Service, determine its purposes, or monitor its lawfulness.
  • Should we receive a request from your Contact under the CCPA to exercise their rights, we will inform them that Clubshop acts as a service provider and direct them to you as the entity determining the purposes and means of Personal Information processing.
  • While it remains your responsibility to address consumer requests and prepare responses, we will reasonably support you by applying appropriate technical and organizational measures to assist in fulfilling your CCPA obligations to the best of our abilities.

V. Payments

You are responsible for timely payment of all applicable Subscription fees for your use of the Service in accordance with the chosen GPS Subscription and these Terms of Service. Various GPS Types and billing periods (monthly, annual, or two-year) may be available. Current Subscription Plans are accessible at Clubshop GPS Upgrade page.

Access to the Service is granted upon receipt of the applicable Subscription fee, calculated based on your chosen Subscription Plan and billing period (pre-paid Subscription).

Payment for the Service can be made using credit cards, PayPal, Bitcoin, VISA/Mastercard, or alternative methods, subject to restrictions on certain payment methods based on your country. Opting to pay fees via credit card may involve a recurring payment agreement, where the Subscription fee is automatically processed based on your chosen Subscription Plan and billing period. The recurring payment initiates on the day after the previous Subscription expires ("recurring payment date"). If unsuccessful, we will attempt to complete the payment transaction in the following days.

Failure to complete the transaction will result in Service termination. In the event your provided credit card expires or information changes, you authorize us to obtain updated or replacement information to ensure continuity and avoid interruptions in Service, billing accordingly.

We issue invoices for the Service within 30 days of each payment receipt. You expressly consent to receiving electronic invoices from us. For settlement purposes, we assume a month has 30 days, a year has 360 days, and two years have 720 days.

We reserve the right to modify Service fees by posting a new price list on Clubshop Pricing, applicable to new and existing Accounts from the start of the subsequent Billing Period or in case of Subscription Plan changes. You will be notified of any changes at least 14 days prior via email.

All fees exclude taxes. Applicable taxes such as VAT, GST, or any other sales tax will be added to the payment based on current rates. You agree to pay taxes relevant to your Service use. If required by law, and you deduct or withhold any tax, you must pay us an additional amount to ensure receipt of the full payment.

Note that taxes can vary depending on your location. Providing your accurate address is crucial, as we disclaim responsibility for incorrect tax calculations resulting from inaccurate address information.

VI. Prohibited Practices, Content And

Industries

You are prohibited from using the Service or transmitting any Content (as defined below) to or within the Service in a manner that violates any applicable local, state, national, or international laws, industry standards, these Terms of Service, our Privacy Policy, our Anti-Spam Policy, or infringes upon any copyright or other rights of a third party, whether intentionally or unintentionally.

Certain Content may be illegal or result in higher-than-normal bounce rates and abuse complaints, impacting the deliverability of Clubshop’s platform to you and others. By using the Service, you agree not to stream, disclose, engage in, offer to sell, and/or promote, either directly or indirectly, any goods or services listed here, acknowledging that such actions constitute a violation of these Terms of Service and may result in Subscription termination.

You are prohibited from using hardware or software designed to damage or disrupt the proper functioning of the Service or intercept any system, data, or personal information from the Service or any Website. Additionally, you agree not to take actions that unreasonably or disproportionately burden the Service, any Website, or associated infrastructure.

While we do not actively monitor Customer activity related to the Service, we reserve the right (independent of other rights specified in these Terms of Service) to refuse, remove, or delete any Content, suspend email campaigns, block Customer landing pages, cease Webinars, suspend access to the Service, or any part thereof, at our sole discretion, with or without notice, if we reasonably determine that Customer, User, or Participant activity or Content violates applicable laws, our policies, these Terms of Service, third-party rights, or is objectionable. In such cases, and without limiting the disclaimers and limitations in Section 15, we bear no liability for the consequences of actions taken in accordance with this paragraph.

1. FAIR USAGE POLICY

To maintain Service quality and accessibility for all Customers, you agree not to utilize the Service or its features excessively or unreasonably compared to other Customers on similar Subscription Plans.

It's important to note that while there are no explicit quantity restrictions on features such as the number of sent emails or landing pages, access to tools and features designated for "unlimited" use as part of the Service is not restricted when used in accordance with this Fair Usage Policy. However, we conduct case-by-case monitoring of various parameters to prevent excessive or unreasonable use that might negatively impact other Customers or campaign performance.

Should our Compliance Team, at its sole discretion, determine that your Service use or any of its features is excessive or unreasonable, causing system overload and thereby adversely affecting other Customers, we will promptly advise you on reducing your usage.

Failure to comply with the advice provided, leading to continued usage affecting other Customers, gives us the right to immediately suspend or terminate your access, wholly or partially, to the Service. You acknowledge that any previously paid amounts will not be refundable in such cases. In these situations, without limiting the disclaimers and limitations in Section 15, we bear no liability for the consequences resulting from measures taken as outlined in this paragraph.

2. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT

We value the intellectual property rights of others and urge our Customers to do the same. In appropriate situations and at our discretion, we may disable or terminate the Accounts of Customers found to be repeat infringers. If you believe that your work has been copied in a manner that constitutes copyright infringement or your intellectual property rights have been violated, kindly provide our Compliance Manager with the following details:

  • An electronic or physical signature of the person authorized to act on behalf of the copyright or intellectual property owner.
  • A description of the copyrighted work or intellectual property that you claim has been infringed.
  • Your address, telephone number, and email address.
  • A statement asserting that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
  • A statement made under penalty of perjury, confirming the accuracy of the information provided in your Notice and asserting that you are the copyright or intellectual property owner or authorized to act on behalf of the owner.

Our Compliance Manager, acting as an Agent for Notice of claims related to copyright or other intellectual property infringement, can be contacted as follows:

By mail: Proprofit Worldwide Limited
98 Chingford Mount Road, E4 9AA, London, UK

VII. Content

All materials, including information, data, texts, graphics, logos, videos, music, or any other content that you post, upload, send, stream, or make available through the Service—such as on your landing page(s) or during Webinars—or that visitors to your landing pages or Participants upload, post, or stream on your landing page(s) (excluding templates provided by us), constitute your "Content". Content also encompasses links to external websites, resources, or third-party services you utilize. We do not claim ownership of your Content, and you retain all rights, title, and interest in it. However, materials you derive from our resources, like the Multimedia Studio and predesigned templates, are excluded from this definition. By agreeing to these terms, you permit us to showcase your landing page(s) in our marketing materials, especially in case studies.

Materials available to you through our resources are to be used solely for the intended purpose of the Service, regardless of whether they are paid or free, customized or standard. It's important to note that some resources (such as the Multimedia Studio) may contain materials subject to third-party copyright. We reserve the right, at our discretion, to remove, disable access to, or demand the immediate cessation of using such materials, particularly in email campaigns or on your landing page(s) or Webinars. Failure to comply with such demands may result in us deleting the materials at our discretion. In these instances, without limiting the disclaimers and limitations in this document, we bear no liability for the consequences of actions taken in accordance with this paragraph.

When posting, uploading, sending, or making Content available through third parties or utilizing third-party-owned content, you must comply with the terms and conditions of service or licenses provided by those third parties, irrespective of your obligations under these Terms of Service.

You acknowledge and agree that we may retain and disclose your Content if required by law, or necessary to enforce these Terms of Service, comply with a court order, or respond to claims that any Content or the actions of your landing page visitors or Participants violate the law or third-party rights.

VIII. Customer Service

We offer Customer Service through Email or Live Chat. When reaching out for assistance or filing a complaint, please ensure to provide your full name and Account ID#.

We do not respond to or act upon "anonymous" support requests. Contact details for Customer Service can be found at Clubshop.com or within your Account under the “Support” tab. Typically, most customer service inquiries receive a response within 72 business hours.

You have the right to be informed about the processing status of your support request or complaint.

IX. Cancellation

You have the option to cancel your Account at any time. Please be aware that an email or phone request isn't considered a valid cancellation. To cancel your Account, you must click on the "Delete Your Clubshop Account" button visible on your edit profile page. Kindly note, that cancelling your Account will result in the immediate termination of your Subscription and all its benefits.

X. Termination

We retain the right to immediately suspend or terminate your Subscription and deny any current or future use of the Service if you violate any of these Terms of Service or any other agreement with Clubshop, or if you cancel your Account. The activities outlined below each constitute a breach of our Terms of Service and can lead to immediate suspension or termination of your Subscription.

Examples of activities considered violations of our Terms of Service include:

  • Failure to make timely payments.
  • Engaging in abusive or prohibited practices using the Service.
  • Sending emails categorized as SPAM, determined through Clubshop algorithms and compliance procedures, especially if:
    • Your name or domain used in emails is listed on SpamHaus Registry Of Known Spam Organizations (ROKSO), URIBL, SURBL, SpamHaus DBL, or ivmURI blacklists.
    • Your account is reported for spamming by anti-spam organizations like SpamCop through Unsolicited Commercial Email reports.
  • Breaching the rules regarding our trademarks and other intellectual property.
  • Creating multiple accounts.
  • Providing inaccurate, unreliable, or false registrant contact details, or failing to keep them updated.
  • Soliciting Clubshop Members for non-Clubshop related endeavors.
  • Transferring Service agreement rights and obligations to a third party without Clubshop's prior consent.
  • Engaging in slander or defamation about Clubshop.
  • Attempting to manipulate the Clubshop system.

We reserve the right to terminate your Subscription at any time without cause, with immediate effect, without incurring liability, except for refunding a pro-rata portion of any prepaid Subscription amounts.

Termination, suspension, or downgrading of the Service or any of its features may impact your Account, ongoing or planned campaigns, collected data, etc. Once terminated, suspended, or downgraded, certain processes related to your Account or campaigns cannot be reversed, and Clubshop is not liable for resulting consequences.

XI. Free Account; Refund Policy

  • Free Account: This version of our Service doesn't require a credit card or any other payment method for signup. It offers a zero-cost way to use our Service. Should you decide to upgrade at any point, the Free Account seamlessly transitions to a Paid Account.
  • Paid Account:Our Paid Service (GPS) doesn't automatically renew. We currently don't charge your credit card at the end of the Billing Period. You have the flexibility to pay for an additional period or not, and you can freely upgrade or downgrade. Each manual renewal is a separate voluntary purchase.
  • Grace Period:If you fail to renew your GPS before the renewal date, you enter a 30-day grace period. During this time, no payable commissions can be credited to your account and might be forfeited permanently. At the grace period's end, you're downgraded to Clubshopper status, forfeiting all benefits associated with Vested income Partner status (VIP), including pending commissions, Tangicoin credit, VIP plan, and any perks reserved for Clubshop VIPs.
  • Cancellation/Termination:If you cancel your Account or if we terminate your Subscription as specified in the preceding sections, no further charges will apply. However, you remain responsible for any amounts already paid.
  • Refund Policy: Our service operates on a pay-as-you-go basis. Thus, we do not issue refunds, even if you cancel your Account immediately after your payment method is charged for a new Billing Period. For instance, if you pay on August 8th and cancel on August 13th, you're still responsible for the entire Billing Period (30 days, four months, one year, or two years, based on your Subscription Plan). Cancellation or termination halts subsequent charges, but amounts already charged are non-refundable unless specified otherwise in these Terms of Service. Cancellation or termination doesn't waive your obligation to pay any fees due as of the effective date of cancellation or termination.

Exception: If we terminate your Subscription without cause, we'll refund a pro-rata portion of the prepaid amount for the remaining portion of the Subscription after the effective termination date.

XII. GPS Affiliate Program.

Clubshop presents an exclusive affiliate program tailored for GPS subscribers who opt for the Annual GPS VIP resale license, guaranteeing direct commissions as outlined in our official Compensation Plan. Affiliates, aged 18 or above, have the opportunity to earn commissions regardless of age, location, gender, or any other legally protected characteristic.

The initial month of GPS with the VIP resale license is available for $150 ($50 as the monthly subscription fee + $100 for the Annual Resale License).

Subsequent GPS monthly renewals remain at $50 starting from the second month.

Clubshop offers a $12.50 direct commission for each GPS Sale.

XIII. Privacy

Our data protection practices are detailed in the Clubshop Privacy Policy. By utilizing the Service, you are consenting to the terms outlined in the Clubshop Privacy Policy.

XIV. Copyright And Trademarks

The Service, all Clubshop software, and content found on the Websites, collectively referred to as "Clubshop Intellectual Property," belong to Clubshop or its content providers and are safeguarded by UK and international copyright laws. You may not reproduce or transmit any part of the Clubshop Intellectual Property without explicit written consent from the authors except as permitted by us.

"Clubshop" and "fe-Commerce" are registered trademarks of Proprofit in the European Union, the United States, and other countries. Without our explicit consent, you may not use our trademarks, service marks, logos, or other identifying marks in connection with other entities' products or services. This includes any usage that might cause confusion among customers and discredits Clubshop, its products, or its services.

For the benefit of the affiliate program, Clubshoppers, Merchant Affiliates, Affinity Groups, and VIPs can utilize the "Clubshop Intellectual Property" available in the marketing section of the affiliate program dashboard.

XV. Service Accessibility

We cannot assure specific response or delivery times for the Service's performance. At our discretion and without assuming liability, we might alter the Service's features to replace provided equipment or software used for delivery, as long as this doesn't significantly impact the Service. Scheduled or emergency maintenance, including temporary Service suspension, if necessary, may be performed without prior notice or liability on our part. However, for scheduled maintenance exceeding one day, we'll make reasonable efforts to provide at least one day's notice. Such maintenance aims to minimize disruptions.

We also retain the right to modify, add, or remove any documents, information, graphics, or other content associated with the Service or any of the Websites without prior notice.

XVI. Disclaimer Of Warranties. Limitation Of Liability

You acknowledge and agree that You agree that Clubshop provides the Service and Websites "AS IS" and disclaims all warranties, express or implied, including without limitation warranties of title, merchantability, non-infringement, or fitness for a particular purpose.

Every affiliate's online business is unique, based on diverse strategies and focused on various Clubshop products and services. Therefore, individual results vary due to factors like marketed products/services, marketing strategies, and dedication. Clubshop does not guarantee business success, income, or sales volume. Although we may provide sales leads through our cooperative marketing program, these do not ensure income. The Service grants access to tools for online marketing and sales campaigns, but we don't assure business success. Our tools' suitability depends on market factors beyond our control, and we don't guarantee specific earnings. We don't provide tax, accounting, financial, or legal advice; consult appropriate professionals for such guidance.

You are solely accountable for using the Service, Websites, and any Content, Webinars, or email campaigns on the Clubshop platform. Backing up all files and data stored on our servers is your responsibility, and we're not liable for any loss or damage to such stored files or data.

Clubshop bears no responsibility for:

  • Actions or omissions of third parties using your Account login details.
  • Failures of external conditions, networks, or telecommunications devices/equipment.
  • Issues with features within test versions, including beta-test versions.
  • Bandwidth inadequacy or fluctuations affecting Content quality.

To the maximum extent allowed by law, Clubshop, its employees, directors, officers, or representatives shall not be liable for indirect, incidental, punitive, special, or consequential damages. Additionally, Clubshop's total liability for any and all claims arising under or in connection with the Service shall not exceed the equivalent amount paid for the Service for one Settlement Period preceding the event causing the Claim.

Neither party is responsible for delays or failures in fulfilling obligations under these Terms due to Force Majeure or occurrences beyond reasonable control, including but not limited to war, natural disasters, strikes, or disruptions in communication networks.

You agree to indemnify and hold Clubshop harmless from any claims, losses, damages, or expenses arising from your failure to comply with obligations under these Terms, violations of laws or third-party rights, use of third-party services, or Content/activity by Users or Participants. We'll notify you promptly of any such claims requiring indemnification.

XVII. Final Provisions

The Clubshop Anti-Spam Policy and Privacy Policy are each hereby incorporated into and constitute an integral part of these Terms of Service. You and Clubshop are each intended to be independent contractors, not employees, partners, or joint ventures of one another. Neither shall have any authority to bind or incur any obligation or liability on the other’s behalf. If any provision of these Terms of Service or any supporting document is invalid or unenforceable under the law of any government having jurisdiction, it shall not affect the legality, validity, and enforceability of any other provisions hereof, and such invalid or unenforceable provision will be modified to the extent necessary to render it valid and enforceable without altering its intent. Clubshop reserves the right to change any of the provisions of these Terms of Service and any supporting documents at any time by posting the revised document on the Website or by sending an email to the last email address you have given to Clubshop. These Terms of Service and supporting documents shall be effective immediately upon posting on the Website with respect to any continued or new use of the Service unless you terminate these Terms of Service within 10 (ten) days of such posting. Your continued use of the Service after 10 (ten) days following the posting of a revised version of the Terms of Service or any supporting or related documents constitutes your acceptance of such revised Terms of Service or supporting or related documents. The most current version of these Terms of Service is available at: https://clubshop.com/tnc.aspx. We may assign rights and obligations from this agreement to any company controlled by or under common Control with Clubshop without your prior consent. “Control” for purposes of these Terms of Service means direct or indirect ownership or control of more than 50% of the subject entity's share capital or voting interests. Without our prior written consent, you may not assign any rights or obligations arising hereunder agreement to a third party. These Terms of Service shall be interpreted and construed according to, and governed by, the laws of the United Kingdom, excluding any such laws that might direct the application of the laws of another jurisdiction. The laws of the United Kingdom and the court of local jurisdiction of Clubshop shall be the governing jurisdiction.

These Terms of Service are valid as of the earlier of the date provided to you or posted on the Website.