JB Social Membership Terms and Conditions
The JB Social Membership Agreement (also referred to as the “Agreement” or the “Membership”) and the terms herein (collectively the “Terms and Conditions” or “Terms,” or individually as “terms”) is entered into by and between Engelhardt & Co., LLC and its Affiliates (collectively “JB Social”) and you (the “Member” or collectively the “Members”). The terms of this Agreement shall serve as a legally binding contract upon both the Members and JB Social (the “parties”) and become effective as of the earlier of the date when: Member accepts these Terms and Conditions as a required part of Member’s purchase; or when Member uses any of the the membership services provided by JB Social (the “Services”) pursuant to this Agreement.
Where Member purchases any products or services outside this Agreement and/or subject to a one-time non-recurring or non-subscription payment (collectively “A La Carte Services”), the A La Carte Services shall be distinct and separate than Member’s Membership, and shall be rendered pursuant to those separate terms that are provided. However, if separate terms are not provided for any A La Carte Services, the terms of this Agreement shall govern.
1.1 Membership Tiers. JB Social offers the Services in a number of distinct Membership Tiers.The particular services included with each Membership Tier are outlined in “The Deets” section of our Memberships page found at the following hyperlink: www.jbsocialgroup.com/services/#!memberships (which is herein incorporated by reference).
1.2 Changes to Membership. JB Social reserves the right to make changes to the description, access, and rates of Membership including changes to what is included in each Membership Tier. JB Social shall also have the right to add and remove types of Membership Tiers. Should JB Social terminate any type of Membership, any Members in the Membership Tier that was removed shall be transferred to the remaining Membership Tier at the next highest cost (provided that the cost of Member’s new Membership Tier shall not exceed the cost of the Membership Tier that was terminated).
1.3 Term. Memberships are provided on a rolling monthly subscription basis after an Initial Term. The Initial Term of the Membership shall be three (3) months (with no right of cancellation during those first 90 days), and unless either party terminates the Membership (in accordance with Section 1.6 – Cancellation) at or after the expiration of the Initial Term, the Membership shall auto-renew on a monthly basis at JB Social’s then-current Membership rates (as posted on JB Social’s website), which are subject to change periodically. JB Social will provide Member advanced notice of any rate change. Access to the Services is only granted during the Term and subject to Member making timely Payment.
1.4 Payment. By agreeing to these Terms and Conditions or using the Services, the Member agrees to make regular and timely monthly payments at JB Social’s then-current membership rates (the “Payment”) plus any taxes or fees required by law. Member authorizes JB Social to automatically bill the Payment, on a recurring basis in advance of each month’s Services being provided, via Automated Clearing House (ACH), credit card, an online payment vendor, or debit card. All payments made by Member to JB Social are non-refundable. Member expressly authorizes JB Social to assess any taxes payable by Member that are required to be collected by JB Social pursuant to any applicable law, over and above the Payment associated with Member’s Membership Tier.
1.5 Changes to Payment. The Payment required to maintain Membership is subject to periodic price increases, upon advanced notice, at the sole discretion of JB Social.
1.6 Cancellation. After the Initial Term, Member may cancel its Membership for any reason by completing the cancellation process in Member’s account portal on the JB Social website (“Cancellation”). Member must complete and submit all required information in the portal in order for the Cancellation to be processed, otherwise Member’s Cancellation shall be deemed ineffective. Billing shall cease within thirty (30) days after the Cancellation is completed by Member (the “Effective Date”). This means that if Member initiates Cancellation, one final payment shall be due after the Cancellation is processed and before the Effective Date.
Upon the Effective Date, Member shall lose access to all Services and any information Member may have stored within JB Social’s website (or any third party software or services used to access the Services) without further notice. Member shall not be entitled to a refund under any circumstances. Member acknowledges and agrees that its sole remedy under these Terms and Conditions including any alleged breach thereof shall be Cancellation (in accordance with the Cancellation terms stated above).
If any Payment that is due by Member fails to process, Member’s access to all Services shall be subject to termination at any time without further notice.
If you believe that there is a billing error, a billing dispute, or a technical issue preventing your ability to complete a Cancellation, please provide written notice (in accordance with the Notices section below) to JB Social, and a member of the JB Social team will respond at its earliest available opportunity.
1.7 Membership Forfeiture. In addition to any other remedies provided to JB Social in law or equity, JB Social also reserves the right to cancel Member’s Membership immediately, without notice or refund, should the Member engage in any of the following: (i) inappropriate or aggressive behavior; (ii) disparaging comments made about JB Social, its Affiliates, vendors, or other Members; (iii) the commission of any unlawful act; (iv) violation of JB Social or any third party’s intellectual property rights; or (v) any action that threatens the integrity of the Services in JB Social’s sole and exclusive discretion. Any failure by JB Social to enforce the above terms shall not constitute a waiver of this policy or JB Social’s right to enforce the same.
2.0 Contract Provisions
2.1 LIMITATION OF LIABILITY. WITH THE EXCEPTION OF ANY UNAUTHORIZED COPYING, RESALE, OR INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF JB SOCIAL BY MEMBER, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, LOSS OF GOOD WILL, DAMAGE TO BUSINESS REPUTATION, LOSS OF BUSINESS INFORMATION, WORK STOPPAGE, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, OR OTHER SUCH PECUNIARY LOSS), WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL JB SOCIAL’S TOTAL AGGREGATE AND CUMULATIVE LIABILITY TO MEMBER FOR ANY AND ALL CLAIMS OF ANY KIND ARISING AS A RESULT OF OR RELATED TO THE MEMBERSHIP OR THE SERVICES COVERED BY THESE TERMS AND CONDITIONS, OR TO ANY ACT OR OMISSION OF JB SOCIAL, EXCEED THE AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID (IF ANY) BY MEMBER FOR THE MEMBERSHIP OR ASSOCIATED SERVICES GIVING RISE TO THE CLAIM IN THE ONE (1) MONTH PRECEDING THE CLAIM. THIS LIMITATION OF LIABILITY SHALL NOT APPLY IN ANY CASE WHERE THE DAMAGES CANNOT LAWFULLY BE EXCLUDED UNDER APPLICABLE LAW. WHEREVER ANY PART OF THIS PARAGRAPH IS FOUND TO OFFEND PUBLIC POLICY OR VIOLATE ANY APPLICABLE LAW BY A COURT OF COMPETENT JURISDICTION, THE PARTIES AGREE THAT IT IS THEIR INTENT THIS SECTION SHALL BE CONSTRUED TO GIVE THE PARTIES THE MAXIMUM LIABILITY LIMITATION POSSIBLE.
THE PARTIES INTEND THE ABOVE PROVISION TO BE MATERIAL TO THIS AGREEMENT, AND THE PARTIES AGREE THAT WERE THIS AGREEMENT NOT TO LIMIT LIABILITY IN A MANNER CONSISTENT WITH THE ABOVE THAT THE FEES FOR THE SERVICES WOULD BE SET SUBSTANTIALLY HIGHER.
2.2 Limited Warranty. JB Social shall commit its best endeavors to providing the Services in substantial accordance with the terms and descriptions published by JB Social.
THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE COMMENCEMENT OF ANY AGREEMENT BETWEEN MEMBER AND JB SOCIAL.
2.3 Intellectual Property and Feedback Ownership. Between Member and JB Social, JB Social shall own all right, title and interest, including any intellectual property protections afforded to JB Social under applicable law, to all JB Social products and services, including but not limited to the Services. In addition, Member agrees that any suggestions, ideas, enhancements, development requests, or recommendations provided by Member (“Feedback”) relating to the Services shall be solely and exclusively owned by JB Social. In addition, Member also hereby grants an exclusive, unlimited, transferable, assignable, worldwide, perpetual, royalty-free license to JB Social to: (i) any Feedback provided by Member; and (ii) any information entered into the Services by Member (included third-party websites on which access to the Services is provided), whether directly or indirectly. The JB Social name and logos, as well the Membership names and logos associated with all Services are solely and exclusively owned by JB Social.
EXCEPT AS EXPRESSLY LICENSED BELOW, MEMBER WARRANTS THAT IT SHALL NOT COPY, REUSE, REPRODUCE, RESELL, DISTRIBUTE, OR OTHERWISE MAKE ANY USE OF ANY INFORMATION OR MATERIALS CONTAINED WITHIN THE SERVICES, OR OTHERWISE USE JB SOCIAL’S INTELLECTUAL PROPERTY, WITHOUT THE EXPRESS WRITTEN CONSENT OF JB SOCIAL.
2.4 Grant of License. Subject to Member making the Payment, JB Social grants a limited, non-exclusive, revocable license to use the materials provided as part of the Membership for Member’s sole and exclusive individual use and enjoyment during the Term of Member’s subscription. If Member breaches any term of this Agreement, regardless of whether or not such breach is discovered by JB Social, Member’s license to use the Services or any information included in the Membership shall be immediately revoked.
2.5 Right for JB Social to Process Personal Data and Right of Member to Opt-Out. Member consents to JB Social and its Affiliates processing Member’s personal data for any lawful business purpose, including but not limited to providing the Services or marketing other services to Member from JB Social or any affiliated vendors, except that JB Social shall not: (i) sell Member’s data (except as otherwise stated in Section 2.12); (ii) refuse to disclose what personal data it has collected about Member; (iii) refuse to delete any personal data JB Social has collected from Member; or (iv) treat a Member differently from any other Member as a result of a Member’s request regarding the processing of your personal data. Member understands that where Member revokes JB Social’s right to process Member’s information (including Payment details), such revocation shall be deemed a Cancellation by Member. In addition, Member may opt-in to certain messaging or electronic communications (“communications”) via the Membership (by signing up or opt-ing in to receive certain communications), or via cookies used by Member’s browser when accessing JB Social’s website, or otherwise as Member may instruct JB Social to provide through various mediums. Please contact JB Social directly with any questions or concerns, and please click “unsubsubscribe” to stop receiving communications. Note that where Member unsubscribes or blocks communications from JB Social, Member waives any obligation of JB Social to provide the notices or Services otherwise required under this Agreement.
2.6 Third-Party Software or Services. JB Social may use third-party software or services to provide the Services and Member’s access to the Services may depend on access to third-party software services. It shall be Member’s sole responsibility to maintain such access, as well as maintaining a sufficient and stable internet connection to access the Services via the web. JB Social cannot warrant the performance or reliability of any third-party software or services, and shall not be responsible for any failure of Member access any particular site or application. Where Member is unable to access certain Services, Member shall promptly notify JB Social, and JB Social shall make its best efforts to restore access if the issue preventing access is within JB Social’s control. Any failure of access shall not entitle Member to service credits, refunds, or other remedies other than a Cancellation.
2.7 Technical Support. Unless expressly stated in the Membership Tier purchased by Member or in the terms of separate A La Carte Services, these Membership Services shall not include any obligation of JB Social to provide technical support or maintenance to Member. JB Social shall not be responsible for hosting or storing any of Member’s data or information. Where Member uploads any data or information into any third-party software or services that are used to provide the Services, Member must seek technical assistance where required from that vendor and not from JB Social. Member shall at all times be solely responsible for creating backup copies of its own data or information in the event of loss or destruction.
2.8 Site Maintenance. JB Social may need to periodically perform scheduled or unscheduled maintenance on its website or any aspects of the Services without advance notice to Member, but shall use reasonable efforts to notify Member if JB Social learns of or expects the Services to be unavailable for a substantial amount of time. Member’s sole remedy for any issue arising out of Site Maintenance shall be Cancellation in accordance with those terms outlined above.
2.9 Member’s Data and Information. Member hereby grants to JB Social an exclusive, unlimited, transferable, assignable, worldwide, perpetual, royalty-free license to JB Social to use Member’s data for any lawful business purpose, so long as JB Social’s use of Member’s Data and Information is not inconsistent with these Terms. Member warrants that any data or information it provides JB Social during the Membership is generally truthful and accurate, and does not infringe the intellectual property rights of any third-party.
2.10 Non-Sollicitation. During the Membership and for twelve (12) months thereafter, Member shall not directly or indirectly recruit, solicit or otherwise induce or attempt to induce any employee of JB Social, other JB Social Members, or a JB Social vendor or contractor (“Affiliate”), to enter into any employment agreement, joint venture, or other business opportunity without the express written consent of JB Social.
2.11 Indemnification. Member shall fully indemnify, hold harmless and defend (collectively “indemnify” and “indemnification”) JB Social and its directors, officers, employees, agents, stockholders, subsidiaries and Affiliates (collectively, “Indemnified Parties”) from and against all claims demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs), whether or not involving a third party claim, which arises out of or relate to: (1) any breach of any representation or warranty of Member contained in these Terms and Conditions; or (2) any breach or violation of any covenant or other obligation or duty of Member under these Terms and Conditions or under applicable law.
2.12 Assignment and Transfer. Member may not assign the rights and obligations arising out of these Terms and Conditions, in whole or in part, without the express written consent of JB Social. In the event of any transaction, including but not limited to the sale or transfer by JB Social of all or substantially all its assets to a third party by sale merger or change of control, Member consents to JB Social’s right to assign all rights and obligations under his Agreement in such an event. In the event JB Social is involved in a bankruptcy, merger, acquisition, reorganization, dissolution or sale of assets, Member’s information may be disclosed, sold or transferred as part of that transaction.
2.13 Severability. If any part or parts of these Terms and Conditions are held invalid by a court of competent jurisdiction, the remaining parts of these Terms and Conditions shall continue to be valid and enforceable.
2.14 Waiver. The waiver by either party of a breach or default in any of the provisions of Terms and Conditions shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that is has or may have hereunder operate as a waiver of any breach or default by the other party.
2.15 Notices. All notices to Member required under these Terms and Conditions will be deemed given when delivered via e-mail to any e-mail address provided by Member. All notices to JB Social required under this Agreement shall be deemed given when delivered via e-mail to firstname.lastname@example.org.
2.16 Governing Law and Venue. These Terms and Conditions shall be construed under the laws of the State of California regardless of conflict of law provisions. Member and JB Social irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in San Diego County, California (including but not limited to small claims court in San Diego County) for all disputes arising out of or relating to these Terms and Conditions, act or omission of JB Social, or the services contemplated therein. Neither party will bring a legal action arising out of or related to these Terms and Conditions more than two years after the cause of action arose.
WHERE PERMITTED UNDER THE APPLICABLE LAW, MEMBER AND JB SOCIAL AGREE THAT EACH PARTY MAY ONLY BRING CLAIMS AGAINST THE OTHER PARTY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. NO ARBITER OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS UNDER THIS AGREEMENT AGAINST EITHER PARTY TO THIS AGREEMENT WITHOUT THE WRITTEN CONSENT OF BOTH PARTIES.
2.17 Fees for Damages in a Claim or Collection. In the event of any dispute initiated by either party, including but not limited to a mediation, arbitration, or litigation arising out of or related to these Terms and Conditions the prevailing party shall be entitled to recover from the non-prevailing party all costs and expenses associated with such proceedings, including reasonable attorney’s fees. For purposes of this provision, if a matter is filed in any venue other than the state or federal courts in San Diego County, California and the matter is dismissed for any reason related to forum, venue, or jurisdiction, the party that did not file the action shall be deemed the prevailing party in that dismissal and shall be entitled to all expenses listed in this section.
JB Social shall be entitled to collect all costs of collection for the Payment or any damages owed by Member.
2.18 Updates to Terms and Conditions. JB Social reserves the right to routinely update, amend, or change these Terms and Conditions or any referenced document each month. Member’s continued use of its Membership or Services after the 30th day will serve as consent to the changed terms.
2.19 Entire Agreement. This Agreement sets forth the entire agreement relating to the subject matter hereof and supersede all prior agreements, discussions and understandings between them, whether oral or written, relating to the subject matter hereof. The parties intend this Agreement to be the fully integrated and merged expression of any meeting of the minds between the parties. This Agreement in its current form supersedes any prior edition of these Terms and Conditions for Membership.
2.21 Headings, Construction, Capitalization. The headings of sections in this Agreement are for convenience of reference only and are not intended to qualify the meaning of any section. Where capitalized words or phrases are used in this Agreement, those parts of speech shall be subject to the definitions herein stated, either as described within this Agreement or as marked with the use of quotations and parentheses.
2.21 Electronic Acceptance. By checking the box that accepts the terms of this Agreement or making payment for a Membership (whichever occurs first) Member expressly understands and acknowledges that it is entering into a binding contract with JB Social and intends to be bound by these terms to the full extent as if checking the box has the legal force and effect of Member’s wet signature.