Terms of Service Agreement
Welcome to the
”, or “
is a company registered in
with its address at Roppongi Hills Mori Tower 39F, Roppongi 6-10-1,
Minato-ku, Tokyo 106-6139.
which we make available through applications
available for download on your device,
including without limitation the
Deep Sleep and
YOUR RELATIONSHIP WITH US
This document and any documents referred to within it (collectively, the
Terms of Service
explain the terms by which you may use the
Please read these Terms of Service carefully to ensure that you understand
them before you use the
By accessing or using the Service, you signify that you have read and
understood, and agree to be bound by these Terms of Service and to the
collection and use of your information as set forth in our
This is a contract between you and us. You must read and agree to these
terms before using the Service. You may use the Service only if you can
form a binding contract with us, and only in compliance with these Terms
of Service and all applicable local, state, national, and international
laws, rules and regulations.
You must be 13 years or older and capable in your country of residence
of entering into a legally binding agreement to use the
Service. If you do not agree to these Terms of Service, please do not
use the Service. These Terms of Service apply to all visitors, users, and
others who register for or otherwise access the Service (“Users”).
The Service is not available to any Users previously removed from the
Service by us.
Certain services may be subject to additional terms and conditions specified
by us from time to time, and your use of such services is subject to those
additional terms and conditions, which are hereby incorporated into these
Terms of Service by reference.
These additional terms may include the
Sleep Terms of Service Agreement (
) with respect to the
Sleep application and the
Sleep Tracker Terms of Service Agreement (
) with respect to the
Sleep Tracker application (as applicable).
YOUR RIGHT TO USE THE SERVICE
Subject to the terms and conditions of these Terms of Service, you are
hereby granted a non-exclusive, limited, non-transferable, freely revocable
license to use the Service
in accordance with these Terms of Service.
We reserve all rights not expressly granted herein in the Service and
Content (as defined below). We may terminate this license at any time
for any reason or no
reason. Any attempt by you to transfer any of the rights, duties or obligations
hereunder, except as expressly provided for in these Terms of Service,
Your right to use the Service, and any content that we make available
through the Service, is personal to you and you are not allowed to give
this right to another person. Your right to use the Service does not stop
us from giving other people the right to use the Service.
Unless allowed by these Terms of Service and as permitted by the functionality
of the Service, you agree:
not to copy, distribute, or disclose any part of the Service, any portion
of the Service or content available through the Service, in any
not to give or sell or otherwise make available the Service, any portion
of the Service or content available through the Service to anybody
not to change the Service or any portion of the Service or content available
through the Service in any
not to look for or access the code of the Service or any portion of the
Service that we have not expressly published publicly for general use.
You agree that all confidential information, copyright and other intellectual
property rights in the Service belong to us or the people who have licensed
those rights to us.
You agree that you have no rights in or to the Service other than the
right to use them in accordance with these Terms of Service.
We may, without prior notice, change the Service; stop providing the Service
or features of the Service, to you or to Users generally; or create usage
limits for the Service. We may permanently or temporarily terminate or
suspend your access to the Service without notice and liability for any
reason, including if in our sole determination you violate any provision
of these Terms of Service, or for no reason. Upon termination for any reason
or no reason, you continue to be bound by these Terms of Service.
You are solely responsible for your interactions with other Users. We
reserve the right, but have no obligation, to monitor disputes between
you and other Users. We shall have no liability for your interactions with
other Users, or for any User’s action or inaction.
RULES OF ACCEPTABLE USE
When using the Service, you must not:
copy, distribute, or disclose any part of the Service in any medium, including
without limitation by any automated or non-automated “scraping
attempt to circumvent, disable, compromise or otherwise interfere with
any security related features of the
permit another person to use the Service on your behalf unless such person
is authorized by
use the Service if we have suspended or banned you from using
advocate, promote or engage in any illegal or unlawful conduct or conduct
that causes damage or injury to any person or
modify, interfere, intercept, disrupt or hack the
misuse the Service by knowingly introducing viruses, Trojans, worms, logic
bombs or other material which would harm the Service or any user of the
collect any data from the Service other than in accordance with these
transmit spam, chain letters, or other unsolicited
submit or contribute any information or commentary about another person
without that person's
use the Service for any commercial solicitation
threaten, abuse or invade another's privacy, or cause annoyance, inconvenience
or needless anxiety or be likely to harass, upset, embarrass, alarm or
annoy any other
use any automated system, including without limitation "robots", "spiders"
or "offline readers" to access the Service in a manner that send more request
messages to the Service than a human can reasonably produce in the same
period of time;
bypass the measures we may use to prevent or restrict access to the Service,
including without limitation features that prevent or restrict use or copying
of any content or enforce limitations on use of the Service or the content
Failure to comply with the Rules of Acceptable Use constitutes a serious
breach of these Terms of Service, and may result in our taking all or any
of the following actions (with or without notice):
immediate, temporary or permanent withdrawal of your right to use our
issuing of a warning to
legal action against you including proceedings for reimbursement of all
costs (including, but not limited to, reasonable administrative and legal
costs) resulting from the breach; or
disclosure of such information to law enforcement authorities as we reasonably
feel is necessary.
The responses described in Section
are not limited, and we may take any other action we reasonably deem appropriate.
HEALTH RELATED INFORMATION
The information contained in the Service is provided for informational
purposes only and is not meant to substitute for the advice provided by
your doctor or other health care professional. You should not use the information
available on or through the Service (including, but not limited to, information
that may be provided on the
the benefits of personalized beauty sleep
) for diagnosing or treating a health problem or
prescribing any medication or medical products. Information and statements
regarding the Service, have not been evaluated by
a medical board
and are not intended to diagnose, treat, cure, or prevent any disease.
OUR PROPRIETARY RIGHTS
The Service and all materials therein or transferred thereby, including,
without limitation, software, images, text, graphics, illustrations, logos,
patents, trademarks, service marks, copyrights, photographs, audio, videos
Content”), and all intellectual property rights related thereto, are the
exclusive property of
and its licensors. Except as explicitly provided herein, nothing in these
Terms of Service shall be deemed to create a license in or under any such
intellectual property rights, and you agree not to sell, license, rent,
modify, distribute, copy, reproduce, transmit, publicly display, publicly
perform, publish, adapt, edit or create derivative works from any
Content. Use of the
Content for any purpose not expressly permitted by these Terms of Service
is strictly prohibited.
You may choose
or we may invite you to submit comments or ideas about the Service, including
without limitation about how to improve the Service or our products (“Ideas”).
By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited
and without restriction and will not place us under any fiduciary or other
obligation, and that we are free to use the Idea without any additional
compensation to you, and/or to disclose the Idea on a non-confidential
basis or otherwise to anyone. You further acknowledge that, by acceptance
of your submission, we do not waive any rights to use similar or related
ideas previously known to us, or developed by its employees, or obtained
from sources other than you.
Certain aspects of the Service may be provided for a fee or other charge.
If you elect to use paid aspects of the Service, you agree to our
as we may update them from time to time.
may add new services for additional fees and charges, add or amend fees
and charges for existing services, at any time in its sole discretion.
Any change to our Pricing Terms shall become effective in the billing cycle
following notice of such change to you as provided in this Terms of Service.
Cancelling the Service; No Refunds.
You may cancel your
account at any time; however, there are no refunds for cancellation.
In the event that
suspends or terminates your User account or this Terms of Service for
your breach of this Terms of Service, you understand and agree that you
shall receive no refund or exchange for any unused time on a subscription,
any license or subscription fees for any portion of the Service, any content
or data associated with your User account, or for anything else.
Payment Information; Taxes.
All information that you provide in connection with a purchase or transaction
or other monetary transaction interaction with the Service must be accurate,
complete, and current. You agree to pay all charges incurred by users of
your credit card, debit card, or other payment method used in connection
with a purchase or transaction or other monetary transaction interaction
with the Service at the prices in effect when such charges are incurred.
You will pay any applicable taxes, if any, relating to any such purchases,
transactions or other monetary transaction interactions.
Subscription Services; Subscription Fees.
may make certain portions of the Service available on an automatically
renewing subscription basis, such as
(“the “Subscription Service”) for recurring fees (“Subscription Fees”).
For the most current information about our Subscription Fees, please review
which are incorporated by reference herein. We may make any available
Service on a subscription basis, discontinue subscriptions for a Subscription
Service, or add or amend the Subscription Fees at our sole discretion.
When we add or amend the Subscription Fees, we will update our Pricing
Terms. Any change to our Subscription and Pricing Terms shall become effective
in the Subscription Term (as defined below) following notice of such change
to you as provided in this Terms of Service; provided however, that if
we have offered a specific duration and Subscription Fees for your use
of the Subscription Service, we agree that the Subscription Fees will remain
in force for that duration. YOUR SUBSCRIPTION TO THE SUBSCRIPTION SERVICE
WILL AUTOMATICALLY RENEW AT THE END OF YOUR SUBSCRIPTION TERM IDENTIFIED
IN YOUR ORDER FOR SUBSEQUENT TERMS EQUAL IN LENGTH TO THE INITIAL SUBSCRIPTION
TERM (EACH A “
”) UNLESS AND UNTIL YOU CANCEL YOUR SUBSCRIPTION SERVICES IN ACCORDANCE
WITH THE CANCELLATION PROCEDURES IDENTIFIED IN SECTION 4(c) OF THIS TERMS
Automatic Billing and Policies.
When you purchase a Subscription Service, you expressly acknowledge and
agree that: (1)
and/or its third-party payment processors are authorized to charge you
at the beginning of each Subscription Term the Subscription Fees for your
Subscription Service identified when you sign-up, any applicable taxes,
and any other charges you may incur in connection with your purchase and
use of the Subscription Service, subject to adjustment in accordance with
the terms and conditions of this Terms of Service, for as long as your
subscription continues; and (2) your subscription is continuous until you
cancel it or the Subscription Service or your subscription to the Subscription
Service is suspended, discontinued or terminated in
accordance with this Terms of Service. You acknowledge and agree that
the amount billed may vary due to promotional offers, changes in the Subscription
Fees for Subscription in accordance with Section 4(a), and changes in applicable
taxes, and you authorize us to charge your payment method for the changed
To cancel your subscription to the Subscription Service, you must notify
us at least three (3) days before the start of the next Subscription Term
using the appropriate functionalities of the Service or by contacting us
. You will continue to receive your Subscription Service through the end
of your billing period.
Cancellation and Missed Payments Penalty.
You may cancel your subscription to the Subscription Services at your
sole discretion; however,
grants refunds for cancellation at its sole discretion and you acknowledge
and agree that you may not be refunded any Subscription Fees for your cancellation
of your subscription to the Subscription Services, including without limitation,
for any unused time with your Subscription Services. IN THE EVENT THAT:
(A) HICLUB SUSPENDS OR TERMINATES YOUR SUBSCRIPTION TO THE SUBSCRIPTION
SERVICES, YOUR USER ACCOUNT OR THIS AGREEMENT FOR YOUR BREACH OF THIS TERMS
OF SERVICE; OR (B) YOU CANCEL YOUR SUBSCRIPTION TO THE SUBSCRIPTION PRODUCTS,
YOU UNDERSTAND AND AGREE THAT YOU SHALL RECEIVE NO REFUND FOR ANY UNUSED
TIME ON YOUR SUBSCRIPTION OR ANY PRE-PAYMENTS MADE FOR YOUR SUBSCRIPTION
We may from time to time offer special promotional offers, plans or memberships
Offers”). Offer eligibility is determined by
at its sole discretion and we reserve the right to revoke an Offer and
put your account on hold
in the event that
we determine you are not eligible. We may use information such as device
ID, method of payment or an account log in information used with an existing
or recent subscription to determine
Offer eligibility. The eligibility requirements and other limitations
and conditions will be disclosed when you sign-up for the
offer or in other communications made available to you. You acknowledge
and agree that any offers made available through the Service, including
without limitation offers for the Subscription Services, are subject to
change at any time and from time to time.
The provider of services is set forth in this Terms of Service. If you
are a California resident, in accordance with Cal. Civ. Code §1789.3, you
may report complaints to the Complaint Assistance Unit of the Division
of Consumer Services of the California Department of Consumer Affairs by
contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento,
CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
ENDING OUR RELATIONSHIP
If at any time you do not feel that you can agree to these Terms of Service
or any changes made to the Terms of Service or the Service, you must immediately
stop using the Service.
We may immediately end your use of the Service if you break the Rules
of Acceptable Use, any other important rule(s), or any other terms and
conditions we set for accessing and using the Service including these Terms
We may also withdraw the Service
as long as
we give you reasonable notice that we plan to do this.
If you or we end your use of the Service or we withdraw the Service as
described in this Section
we may delete information we hold about you. You will also lose any
rights you have to use the Service or access
Content. We will not offer you compensation for any losses.
The termination of your use of the Service and shall not affect any of
your obligations to pay any sums due to us.
Nothing in this Section
affects any legal rights you may have under the law of the country in
which you reside.
PRIVACY AND SECURITY
We care about the privacy of our Users. You understand that by using the
Service you consent to the collection, use and disclosure of your personally
identifiable information and aggregate data as set forth in our
, and to have your personally identifiable information collected, used,
transferred to and processed in the United States.
We care about the integrity and security of your personal information.
However, we cannot guarantee that unauthorized third parties will never
be able to defeat our security measures or use your personal information
for improper purposes. You acknowledge that you provide your personal information
at your own risk.
OUR LIABILITY / RESPONSIBILITY TO YOU
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF
THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HICLUB OR THROUGH THE SERVICE
WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING
THE FOREGOING, HICLUB, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS
DO NOT WARRANT THAT THE HICLUB CONTENT IS ACCURATE, RELIABLE OR CORRECT;
THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE
AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE;
THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE
OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE
OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK
AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM
OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR
USE OF THE SERVICE.
HICLUB DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY
FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH
THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND HICLUB WILL NOT
BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY
PROVIDERS OF PRODUCTS OR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HICLUB,
ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE
LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING
TO THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES
WILL HICLUB BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM
HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR
YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HICLUB ASSUMES NO LIABILITY
OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;
(II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING
FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS
TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION
STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR
FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT
MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY
ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS
A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE
MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) THE DEFAMATORY, OFFENSIVE,
OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL HICLUB, ITS AFFILIATES,
AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU
FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES
OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO HICLUB HEREUNDER
OR $100.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION
APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE,
STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF HICLUB HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL
APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY
TO YOU. THIS
TERMS OF SERVICE
GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH
VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS
OF LIABILITY UNDER THIS
TERMS OF SERVICE
WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
If you have a dispute with us relating to the Service, in the first instance
please contact us at
and attempt to resolve the dispute with us informally.
In the unlikely event that we have not been able to resolve a dispute
informally, we will discuss and agree with you the most effective way of
resolving our dispute, pursuant to Section
You agree to defend, indemnify and hold harmless
and its subsidiaries, agents, licensors, managers, and other affiliated
companies, and their employees, contractors, agents, officers and directors,
from and against any and all claims, damages, obligations, losses, liabilities,
costs or debt, and expenses (including but not limited to attorney’s fees)
arising from: (i) your use of and access to the Service, including any
data or content transmitted or received by you; (ii) your violation of
any term of these Terms, including without limitation your breach of any
of the representations and warranties above; (iii) your violation of any
third-party right, including without limitation any right of privacy or
intellectual property rights; (iv) your violation of any applicable law,
rule or regulation; (v) any content that is submitted via your account
including without limitation misleading, false, or inaccurate information;
(vi) your gross negligence, fraud or willful misconduct; or (vii) any other
party’s access and use of the Service with your unique username, password
or other appropriate security code.
We are constantly updating and improving the Service to try and find ways
to provide you with new and innovative features and services. Improvements
and updates are also made to reflect changing technologies, tastes, behaviors
and the way people use the Internet and our Service.
In order to do this, we may need to update, reset, stop offering and/or
supporting a particular part of the Service, or feature relating to the
Service ("Changes to the Service"). These Changes to the Service may affect
your past activities on the Service
features that you use
("Service Elements"). Any changes to the Service could involve your Service
Elements being deleted or reset. You agree that the terms and conditions
of these Terms of Service will apply to all such Changes to the Service.
You agree that a key characteristic of our Service is that changes to
the Service will take place over
and this is an important basis on which we grant you access to the Service.
Once we have made changes to the Service, your continued use of the Service
will show that you have accepted any changes to the Service. You are always
free to stop using the Service.
THIRD-PARTY LINKS AND INFORMATION
The Service may display, include, make available or contain links to third
party content, including data, information, applications, software, products,
services or other materials that are not owned or controlled by us ("Third-Party
Content"). Your use of this Third-Party Content may be subject to additional
terms and conditions imposed by that third party. We do not endorse or
assume any responsibility for any such third-party sites, information,
materials, products, or services. If you
access a third-party website or service from the Service or share
on or through any third-party website or service, you do so at your own
risk, and you understand that these Terms of Service and our
do not apply to your use of such sites. You expressly relieve us from
any and all
liability arising from your use of any third-party website, service, or
content, including without limitation
submitted by other Users. Additionally, your dealings with or participation
in promotions of advertisers found on the Service, including payment and
delivery of goods, and any other terms (such as warranties) are solely
between you and such advertisers. You agree that we shall not be responsible
for any loss or damage of any sort relating to your dealings with such
CHANGES TO THE DOCUMENTS
We may, in our sole discretion, modify, update, or revise these Terms
of Service from time to time but the most current version will always be
available on the then-current website for the
When we change these Terms of Service in a material manner, we will
update the ‘last modified’ date at the bottom of this page and notify you
that material changes have been made to these Terms of
Your continued use of the Service after any such change constitutes your
acceptance of the new Terms of
If you do not agree to any of these terms or any future Terms of Service,
do not use or access (or continue to access) the Service.
Changes will usually occur because of new features being added to the
Service, changes in the law or where we need to clarify our position on
Normally, we will try to give you some warning before the new terms become
effective. However, sometimes changes will need to be made immediately
and if this
we will not give you any notice. We may provide notifications, whether
such notifications are required by law or are for marketing or other business-related
purposes, to you via email notice, written or hard copy notice, or through
posting of such notice on our website, as determined by us in our sole
discretion. We reserve the right to determine the form and means of providing
notifications to our Users,
you may opt out of certain means of notification as described in these
Terms of Service. We are not responsible for any automatic filtering you
or your network provider may apply to email notifications we send to the
email address you provide us.
DOCUMENTS THAT APPLY TO OUR RELATIONSHIP WITH YOU
The current version of the Terms of Service contains the only terms and
conditions that apply to our relationship with you.
We intend to rely on these Terms of Service as setting out the written
terms of our agreement with you for the provision of the Service. If part
of the Terms of Service cannot be
then the remainder of the Terms of Service will still apply to our relationship.
If you do not comply with these Terms of Service and we do not
immediately, this does not mean we have given up any right we have and
we may still take action in the future.
The Terms of Service shall be governed by the laws of California without
regard to conflict of laws principles.
Any and all
disputes arising out of or in connection with the Terms of Service shall
be submitted to the exclusive jurisdiction of California in the first instance.
Notwithstanding the preceding sentences
to the substantive law, any arbitration conducted pursuant to the terms
of these Terms shall be governed by the Federal Arbitration Act (9 U.S.C.
You agree that Santa Clara County, California is the proper forum for
any appeals of an arbitration award or for trial court proceedings
in the event that
the arbitration provision below is found to be unenforceable.
READ THIS SECTION
CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES
AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM HICLUB. For any
you agree to first contact us at
and attempt to resolve the dispute with us informally. In the unlikely
has not been able to resolve a dispute it has with you after sixty (60)
days, we each agree to resolve any claim, dispute, or controversy (excluding
any claims for injunctive or other equitable relief as provided below)
arising out of or in connection with or relating to these Terms, or the
breach or alleged breach thereof (collectively, “
”), by binding arbitration by JAMS, under the Optional Expedited Arbitration
Procedures then in effect for JAMS, except as provided herein. JAMS may
be contacted at www.jamsadr.com. The arbitration will be conducted in Santa
Clara County, California, unless you and
agree otherwise. If you are using the Service for commercial purposes,
each party will be responsible for paying any JAMS filing, administrative
and arbitrator fees in accordance with JAMS rules, and the award rendered
by the arbitrator shall include costs of arbitration, reasonable attorneys’
fees and reasonable costs for expert and other witnesses. If you are an
individual using the Service for non-commercial purposes: (i) JAMS may
require you to pay a fee for the initiation of your case, unless you apply
for and successfully obtain a fee waiver from JAMS; (ii) the award rendered
by the arbitrator may include your costs of arbitration, your reasonable
attorney’s fees, and your reasonable costs for expert and other witnesses;
and (iii) you may sue in a small claims court of competent jurisdiction
without first engaging in arbitration, but this does not absolve you of
your commitment to engage in the informal dispute resolution process. Any
judgment on the award rendered by the arbitrator may be entered in any
court of competent jurisdiction. Nothing in this Section
shall be deemed as preventing
from seeking injunctive or other equitable relief from the courts as necessary
to prevent the actual or threatened infringement, misappropriation, or
violation of our data security, intellectual property rights or other proprietary
WITH RESPECT TO ALL PERSONS AND
OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL
OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL
CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS
ACTION,COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE
PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE
OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS.
YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND HICLUB ARE EACH
WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION,
COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE
PROCEEDING OF ANY KIND.
These Terms, together with any amendments and any additional agreements
with us in connection with the Service, shall constitute the entire agreement
between you and us concerning the Service. If any provision of these Terms
of Service is deemed invalid by a court of competent jurisdiction,
the invalidity of such provision shall not affect the validity of the
remaining provisions of these Terms of Service, which shall remain in full
force and effect.
These Terms of Service, and any rights and licenses granted hereunder,
may not be transferred or assigned by you, but may be assigned by us without
restriction. Any attem
pted transfer or assignm
ent in violation hereof shall be null and void.
No waiver of any term of these Terms of Service shall be deemed a further
or continuing waiver of such term or any other term, and our failure to
assert any right or provision under these Terms shall not constitute a
waiver of such right or provision.
Consent to electronic communications; contact
using the Service, you consent to receiving certain electronic communications
from us. 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.
any questions regarding these Terms of Service.