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Terms and Conditions for Customers

The following Terms and Conditions are directed towards organizations (defined as Customers below) subscribing to Clubee's Services and are supplemented by a Data Processing Agreement, the Terms and Conditions for Users, and a Privacy Policy for Users, which collectively govern the use of the Service and ensure compliance with applicable data protection regulations.

1) Definitions

"Clubee" means Clubee SARL, a registered company with headquarters in 12 rue de l'Industrie, L-3895 Foetz, R.C.S. Luxembourg B 189.993;

"Content" means any data an information uploaded by Customers/Users, including but not limited to designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, interfaces, text, literary works and any other materials;

"Customer" means any organization or company entering the Contract by choosing one of the Packages and using the related Services offered by Clubee;

“Connected Organizations” means any organization or company utilizing Clubee’s Services, being bound to Clubee through a Contract and being connected to the Customer for the purpose of exchanging data and Materials. For example, if the Customer is a club within a federation, and an exchange of player licenses is required between both organizations, then the federation would be a Connected Organization to the Customer. The same logic applies for other organizations to which the Customer may be connected, such as for example another club, company, regional association, national association, international governing body, or others.

"Contract" means the binding convention between Clubee and the Customer incorporating these Terms and Conditions, Data Processing Agreement, Terms and Conditions for Users, the Privacy Policy for Users and any amendments to it from time to time;

"Effective Date" means the date on which the Customer obtained access to the related Services;

"Fees" means the amounts payable, as described on the Site or in the Main Contract, depending on the selected Package and the chosen payment method, by the Customer to Clubee for using the selected Package and the related Services;

"Materials" means any necessary software, all informational text, software documentation, design of and "look and feel” , photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted, as well as all derivative works thereof. All Materials are owned by Clubee or by third parties;

"Package" means a bundle of Services available to the Customer. Each Package offers different Services;

"Services" means use and access to the website hosting services, websites, communication tools, Clubee Database and other services that are available through the Site and Customer websites of www.clubee.com. Services include, but are not limited to, Materials, designs, storage, textures, photo elements, team modules and team management, network sharing, external social network management, archiving, linking of media and/or document files (including, but not limited to text, messages, user comments, information, graphics, data, and images). The number of Services available varies in accordance with the selected Package. 

"Clubee Database" means a data and information collection about players (date of birth, height, weight, age etc.), teams, leagues and game results and other User behavioral sports and non-sports related data. The Clubee Database is owned by Clubee and protected under the Directive DIRECTIVE 96/91 EC of the European Parliament and of the council of 11 March 1996 on the legal protection of databases, in compliance with Directive 95/46/EC, the Luxembourg Data Protection Act dated 1 August 2018.

"Clubee Advertisement Network" means an online advertisement platform created by Clubee which is used to offer advertisement places on the Customers Site.

"Advertisement Partner" means a company or entity which advertises through the Clubee Advertisement Network on the Customers Site.

"Site" means www.clubee.com and Customer websites or web applications designed or permitted by Clubee;

"User" means the person logging in on the Site with his password and login ID, once registered the User can post and share Content, communicate with other Users and access the Clubee Database;

"Person" means a personal profile of a person, summarizing all personal data of a single person and entered by the Customer to the Site. This personal profile including all or part of its data can upon request or depending on the desired set-up be shared with other organizations that are customers of Clubee and that are directly or indirectly linked to the Customer, such as in many cases clubs within a same federation.

2) Acceptance of Terms

Clubee is an organization management platform, allowing Customers to build their own websites, post Content and allowing Users who register on a Customer website to connect with other people, share information and access the daily updating Clubee Database. These Terms and Conditions ("Terms") are applicable to each visitor of the Site as well as to Customers/Users using and accessing the Services that are available through the Site.

These Terms as well as the Data Processing Agreement, Privacy Policy for Users, Terms and Conditions for Users, as well as if available a Main Contract, are the entire agreement between Customers/Users and Clubee. By visiting the Site, logging in or by choosing one of the Packages and using the related Services in any way, Users and Customers agree to and accept these Terms, our Privacy Policy and any other legal notices or guidelines posted on the Site.

Clubee may modify these Terms from time to time and such modification shall be effective upon posting by Clubee on this website. Users/Customers agree to be bound to any changes to these Terms when Customers/Users use the Services after any such modification is posted.

If Customers/Users do not agree to these Terms, they should not use the Packages/Services.

3) Description of Services

Our web and mobile-based Services allow Customers, who have opted for one of the Packages, to create and update an online website, access and update the Clubee Database, post Content and use the Services of the selected Package.

Users who register an account on one of the Customers websites, can access some Services, communicate with other Users, and share Content.

To use the Services, Customers/Users must have access to the Internet, either directly or through devices that access mobile and web-based content.

Depending on the selected Package, the Services included may be facilitated through the following features and functionalities (“Modules”):

  • Person Management
  • License and License Transfer Management
  • Accounting, Payments and Invoice Management
  • Competition and Event Management
  • Sports Data Management
  • Website(s) for the Customer
  • Online Forms
  • Online Shops
  • Calendar Management
  • Attendance Tracking and Role allocation for Events
  • Content Creation and Posts (News, Galleries, Videos, etc.)
  • Social Media Management
  • Sponsor Management
  • Tag Management
  • Administration Rights Management

The above list of Modules and Services offered may change upon Clubee’s sole discretion and can be subject to strategic shifts, in accordance with Section 14 "Nature of the SaaS Product and Custom Developments".

The Services may include certain communications from us, such as service announcements, administrative messages, the Clubee Newsletter and third party content (i.e. RSS-Feeds) Customers and Users may not access the Services by any means other than through the services interfaces we provide.

Any new features, or updates to the Services, including the release of new tools and resources, shall be subject to these present Terms.

4) Conclusion of the Contract and registration

When entering the Contract, the Customer warrants to Clubee that he has the legal right and authority to enter and perform his obligations. The Customer also warrants that he has the legal right to represent and is empowered to enter into legally binding contracts on behalf of the company or organisation.

To enter the Contract, the Customer must provide a valid e-mail address, name, address and other details of the contact person as well as the legal name of the association or organisation he represents.

Customers will choose a password and account designation for their websites during the registration process.

Customers are responsible for maintaining the confidentiality of the password and account, and for all activities that occur under their account.

In consideration of use of the Services, Customers agree to maintain and update true, accurate, current and complete registration data.

Individuals under the age of 18 are prohibited from concluding the Contract.

5) Privacy Notice

Our Privacy Notice, which is part of these Terms, describes how we collect, protect, and use Customers/Users registration data and certain other information about visitors and Customers/Users. We encourage Customers/Users and visitors to read the Privacy Notice, and to use the information it contains to help them make informed decisions.

6) Account and security

Upon the handover of the Service to the Customer, a select number of individuals will be designated as Super Administrators (“Super Admins” or “Super Administrators”) with full access rights to the Customer's platform. The Customer is responsible for verifying that these access rights are correctly assigned upon receipt of the platform. The Customer must ensure that the Super Administrators are authorized to engage the Customer in further duties and liabilities. These Super Administrators may incur additional costs on behalf of the Customer, including but not limited to custom developments, translation work, and other technical services, without requiring a signature or separate contracts. The Customer is responsible for maintaining an up-to-date list of Super Administrators.

Furthermore, Customers/Users are responsible for maintaining the security of their account alternatively Site, for all activities that occur or actions taken under the account or in connection with their Sites. Customers/Users agree to immediately notify Clubee in writing of any unauthorized uses of the account or any other breaches of security. Clubee will not be liable for any loss or damage from Customers/Users in failing to comply with this security obligation. Customers/Users acknowledge and agree that under no circumstances Clubee be liable, in any way, for any or Customers/Users acts or omissions or those of any third party, including for damages of any kind incurred as a result of such acts or omissions.

7) Proprietary rights

The Services, all confidential and proprietary software used in connection with the Services, Materials, content contained in sponsor advertisements or in information presented to visitors and Customers/Users through the Services or by advertisers, and all other materials and services provided by or are owned by us or other parties that have licensed their materials, content, or provided services to us, are protected by copyright, trademark, trade secret, and other intellectual property laws.

We give Customers permission to use the Materials to the extent necessary to access and use the Packages and the related Services in accordance with these Terms.

This permission does not permit visitors and Customer/Users to store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials, or otherwise distribute in any way the Materials other than as specifically permitted in these Terms. Visitors and Customers/Users may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Services or Materials, create derivative works based on or in any manner commercially exploit the Services or Materials, in whole or in part, other than as expressly permitted in these Terms. Any use of the Services or Materials for any purpose other than as specifically permitted herein or without our prior consent or the prior written consent of our licensors or advertisers, as applicable, is expressly prohibited. We reserve all rights not expressly granted in these Terms.

Customers/Users shall own all intellectual property pertaining to their Content, including to any designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, interfaces, text, literary works and any other materials created by them. By posting or uploading Content, Customers/Users shall agree that their Content will be automatically redistributed on the Site.

8) Rules

Customers/Users:

  • must own all rights in and to any Content uploaded by them, including but not limited to designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, interfaces, text, literary works and any other materials, or otherwise have the full power, title, licenses, consents and authority, in and to the Content, as necessary to legally use, publish, transfer or license any and all rights and interests in and to such Content;
  • must guarantee that their Content is true, current, accurate, non-infringing upon any third party rights, and in no way unlawful for them to possess, post, transmit or display in the country in which they reside or we reside;
  • must have obtained all consents and permissions required under all applicable laws, regarding the posting, transmission and publication of any personal information and/or image or likeness of any person, entity or property which is part of their Content;

Customers and Users will not:

  • upload, post, transmit or otherwise make available any Content that:
    By posting or uploading Content, Customers/Users shall agree that their Content will be automatically redistributed on the Site.
    1. is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another's privacy (up to, but not excluding any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, or racially, ethnically or otherwise objectionable;
    2. upload, post, email, transmit or otherwise make available or initiate any Content that contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services or the Materials or that may impact the ability of any Customer/User to access the Site and the Services;
    3. use the Services or Materials for any unlawful purposes or to conduct any unlawful activity, including, but not limited to, fraud, embezzlement, money laundering or insider trading, upload, post, email, transmit or otherwise make available or initiate any Content that contains software viruses, worms, Trojan horses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Services or the Materials or that may impact the ability of any Customer/User to access the Site and the Services;

Customers/Users acknowledge and agree that their failure to abide by any of the foregoing or any misrepresentation made by you herein may result in the immediate termination of their account and/or Services provided to them, with or without further notice, and without any refund of amounts paid on account.

All Customers/Users Content is under the sole responsibility of the one uploading such Content. Customers/Users, are entirely and solely responsible for all Content that they upload, post, transmit or otherwise make available via the services. Clubee does not review and is not responsible for the uploaded Customer/User Content.

If Customers/Users become aware of misuse of the Clubee Services by any Customer/User, they should please contact Clubee by email at info@clubee.com

9) Advertisement Network

Clubee has created the Clubee Advertisement Network to place advertisement banners on the Customers Site.

Customers on a free plan:

  • cannot accept or decline advertisements on their Site. Advertisements are by default accepted on the free plan.
  • cannot make Clubee responsible for an advertisement which competes with a sponsor of the Customers organization.

Customers on a paid plan:

  • have the rights to accept or decline advertisements in the Clubee Advertisement Network.
  • have a preview of every advertisement banner which will be displayed on their Site.
  • have an indication of the position of the advertisement banners placed on their Site.
  • have an overview of the incomes generated by the Clubee Advertisement Network.
  • will get a yearly discount of the amount generated through the Customers Site on their invoice of the next year.

By accepting an advertisement, the Customer agrees to the fact that this banner will be showed on predefined positions on their Site. The Customer has the right to disable an active advertisement at any time.

The amount generated through the Clubee Advertisement Network can only be claimed for the subscription following the year where the amount was generated. If the Customer cancels the subscription, the Customer cannot claim the generated amount through the Clubee Advertisement Network.

The amount raised through the Clubee Advertisement Network is based on the number of impressions generated by the Customers Site.

Clubee:

  • holds the rights to select Advertisement Partners.
  • cannot be made responsible for the content on the banners provided by the Advertisement Partners.
  • does not pledge a permanent amount of Advertisement Partners in the Clubee Advertisement Network.
  • has no influence on the impressions generated by the Customers.

10) Use of the Clubee Database

Clubee holds the intellectual property rights of the Clubee Database. The copying of all or substantial parts of the Clubee Database is not allowed without Clubee’s prior written consent.

Clubee has created the Clubee Database which is being updated on a daily basis. Customers can interact with the Sport Database and Users, as well as Customers can access the data and information contained in the Clubee Database.

The following information is part of the Clubee Database and is available and can be accessed and updated by Customers only:

  • Creation, modification and removal of Teams and leagues (Logo, address, founding year country)
  • Creation, modification and removal of Player profiles (name, birthday, position, player number, height, weight, nationality, statistics, biography, photos and videos)
  • Creation, modification and removal of game results
  • Creation, modification and removal of game results, play-by-play action, game statistics, game-related quotes and other game-related data
  • Creation, modification and deletion of standings, rosters and player statistics
  • Creation, modification and deletion of image galleries, videos, and other media
  • Creation, modification and deletion of stadiums, arenas and other sports locations, including their photos, addresses, and other geographical data
  • Creation, modification and deletion of sponsors and sponsor categories
  • Creation, modification and deletion of events, games, and attendances of users and fans for each game or event

Customers and Users further agree that they will not:

  • Submit material that is copyrighted or otherwise subject to third party proprietary (or other) rights, including privacy and publicity rights, unless Customers/Users are the owner of such rights or have permission from the rightful owner to post the material and to grant Clubee all of the license rights.
  • Submit false information (see Section 8)
  • Sport to comply with applicable law ; or
  • if so ordered by any competent court ; or
  • to fulfill any legal obligation ; or
  • when a breach of the Terms and Conditions has occurred ; or
  • for management operations of the Clubee Database ; or
  • if any data is inaccurate ; or
  • if any data is entered by someone who is not authorised to do so ; or

Clubee may correct or delete Clubee Database data:

Clubee may withdraw the service provided hereup from a User/Customer at any time and is entitled, in its sole discretion, to terminate or slow down access to the Clubee Database for any reason, particularly a failure to adhere to the Terms and Conditions.

Clubee may suspend access to the Clubee Database, or part thereof, for maintenance purposes, upgrades, security fixes and deployment of new services.

Clubee may remove the personal data of an individual upon request by this individual.

Visitors and Customers/Users agree that Clubee cannot be made responsible for false information on a Player Profile, Teams, Leagues, Standings or results.Clubee does not guarantee the accuracy, or completeness or availability of the Clubee Database or of the data contained therein.

Use of the Clubee Database and the data contained therein is at the User's/Customer’s own risk. Clubee cannot be held liable for any direct or indirect damage of any nature whatsoever, arising from use of the Clubee Database. Any breach of the rules of copyright or database right is subject to criminal penalties under the offense of infringement, without prejudice to any claims for damages from the copyright holders.

If Customers/Users become aware of misuse of the Clubee Team Modules by any person or member of the Clubee Network, they should please contact the Customer or Clubee by email to info@clubee.com.

11) API Access

Customers on a paying Package are eligible to receive API (Application Programming Interface) keys for the purpose of connecting external digital services to Clubee. These API keys are invoiced separately to the Customer on an annual basis. Clubee retains the right, at its sole discretion, to refuse the issuance or setup of API keys to any service providers that it determines may pose a threat to its data protection agreements, security, or for service providers that are in direct competition with Clubee or its partners. By requesting and utilizing API keys, the Customer agrees to these terms and acknowledges that the issuance of API keys is subject to Clubee's approval and ongoing compliance with its security and competitive policies. The Customer shall protect and indemnify Clubee from any damages, financially and legally, resulting from other services that have utilized these API keys. The Customer shall be liable for any damages endured by Clubee due to the use of these API keys by external services with whom the Customer has shared such API keys.

12) Payment

All Fees are subject to legally applicable VAT.

Most of the Packages and the related Services offered by Clubee require payment of Fees. If Customers sign up for one these Packages, Customers shall pay all applicable Fees, as described on the Site or in the Main Contract depending on the selected Package and the chosen payment method. Fees are due annually, in their entirety for that year, on the day of contract start.

All Fees related to the chosen Package are charged automatically using the payment method chosen by the Customer.

If the Customer does not pay the Fees within 14 (fourteen) days after the payment deadline, Clubee retains the right to shut down the Customer’s Services until the Fees are paid, remove access to or even delete all information on the Customers Site. Clubee accepts no liability for such cancellation, disruption, deleted information or Content.

In the event of late or missing payments, the following penalties will apply. Commencing with the issuance of the second payment reminder, a penalty fee of up to €20 will be imposed on the Customer for each overdue invoice. Should the Customer fail to remit payment in due time following the second reminder, the matter will be referred to a debt collection agency. All associated costs incurred in the debt collection process, including the agency's fees and any legal expenses, will be borne by the Customer.

Clubee reserves the right to change its Fees at any time, upon notice to Customers if such change may affect Customers existing subscriptions. If Customers did receive a discount or other promotional offer, Clubee shall have the right to automatically and without notice renew Customers subscription to such Clubee Services at the fully applicable Fee.

Customers authorize Clubee directly or through third parties, to make any inquiries it considers necessary to validate Customers account and financial information that Customers provided while signing up for such Services.

As part of registering or submitting information to receive paid Services, Customers also authorize Clubee to request and collect payment from our payment provider or Customers designated banking account, and to make any inquiries Clubee or its affiliates may consider necessary to validate Customers designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Customers’ payment, credit card or banking account provider.

13) Duration and cancellation

Every contract is renewable by tacit consent on a minimum one year basis, unless otherwise stated in the contract terms or in the Main Contract.

If Customers want to rescind the Contract, they must cancel the Contract in writing, at least 3 (three) months before the Effective Date.

14) Nature of the SaaS Product and Custom Developments

The Customer acknowledges that by using Clubee’s Services and Site, it merely acquires the right to access a Software-as-a-Service (SaaS) product and that, due to the nature of such products, not all changes or custom developments requested by the Customer can be accommodated. Clubee reserves the right, in its sole discretion, to limit, modify, or refuse any changes or custom developments that may affect the stability, security, or availability of the Services to other Customers.

Platform Updates and Custom Development Maintenance

The Customer acknowledges and understands that, due to the evolving nature of Software-as-a-Service (SaaS), the Services are subject to regular updates, enhancements, and technological upgrades ("Platform Updates"). These Platform Updates are essential for maintaining security, performance, and introducing new features that benefit all users of the Services.

Given the nature of these updates, Clubee does not guarantee the maintenance, compatibility, or updating of any custom developments or changes made specifically for the Customer ("Custom Developments") with subsequent Platform Updates. Furthermore, Clubee reserves the right to modify, limit, or entirely remove such Custom Developments if necessary, to ensure the overall integrity, security, and functionality of the Services.

Clubee will make reasonable efforts to notify the Customer in advance of any Platform Updates that may significantly impact the functionality or existence of any Custom Developments. However, the Customer acknowledges that it bears the risk of such developments becoming incompatible or being removed as the Services evolve. Clubee is not obligated to provide replacements or alternatives for any Custom Developments affected by Platform Updates, and any efforts to restore or replace functionality will be at the discretion of Clubee and may incur additional charges.

Limitation of Changes

Clubee reserves the right to assess and determine the feasibility of implementing requested changes or custom developments. In cases where a request is deemed infeasible, potentially harmful to the Service or its users, or outside the scope of the Services’ intended use, Clubee may refuse to implement such changes. Clubee will communicate its reasons to the Customer in such circumstances.

Intellectual Property

All intellectual property rights in any work product resulting from the Services, including but not limited to custom developments and changes to the Service, shall be owned by Clubee. The Customer is granted a non-exclusive, revocable, limited license to use such developments and changes as part of the Service, subject to the terms of this Agreement and any other agreement governing the Customer's use of the Service.

Custom Fonts, Design Elements and Content

In the event the Customer requests the implementation of custom fonts, design elements, icons, or other types of content, the Customer shall assume full legal responsibility for such materials. The Customer warrants that it has obtained all necessary rights, licenses, and permissions to use the provided materials. The Customer agrees to indemnify and hold harmless Clubee from any claims, liabilities, damages, or expenses arising from the use of these materials.

15) Customer Support

Each Customer's access to customer support and help is limited to and defined by the specific Package chosen by the Customer. The level of support, response times, and availability are defined by the terms of the selected Package. Customers on higher-tier Packages may receive priority support and additional assistance options, while those on lower-tier Packages will have access to basic support services. Details regarding the support levels and included services for each Package are outlined in the respective Package descriptions and service agreements. Clubee reserves the right to modify support offerings based on the Package terms and Customer compliance. 

Clubee aims to provide maximum support to serve and guarantee success for its Customers. We handle the time spent per Customer akin to a gentlemen's agreement, leaving Clubee the discretion to limit it within a reasonable matter. However, should a Customer require excessive amounts of support, Clubee maintains the right to limit the hours of weekly support to 1 hour per month per tranche of €500 of the annual subscription value of the Package chosen by the Customer. (Ex.: a customer paying an annual subscription fee of 1500€ VAT excl. could be limited to 3h of support per month in case of excessive support requests).

In the case of excessive support requests and poor communication structure by the Customer, Clubee retains the right to limit incoming support requests to a maximum of 5 designated individuals within the Customer's organization. This measure is intended to ensure efficient and effective communication and support management.

16) Updates and Modifications

We may update the terms and conditions, Data Protection Agreements as well as privacy policies from time to time. We will notify you of any significant changes via email or through our platform. Your continued use of our services after the changes take effect constitutes your acceptance of the new terms.

17) Disclaimer of warranties

Clubee shall not be responsible for malfunctioning, interruption of Services, loss of data, accidental diffusion of personal or sensitive data and for any other damage due to fraudulent attacks such as data processing pirates, thieves, hackers, crackers, viruses and so on.

Clubee cannot be made responsible for the Content on the Customer’s website, no matter if this Content was published by a Customer/User or any third party. The Customer bears full responsibility for the Content of his website.

Clubee shall not be responsible if ever the Site contains typographical errors or other errors or inaccuracies and/or not be complete. We therefore reserve the right to correct any errors, inaccuracies or omissions, and to change or update information at any time.

Under no circumstances shall Clubee be held liable for any delay or failure in the Site and/or any of the Services and/or information on the Site directly or indirectly resulting from, arising out of, relating to or in connection with events beyond the reasonable control of Clubee, including, without limitation, internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, intergalactic struggles, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties.

Clubee will not be liable for any losses arising out of a force majeure event.

18) Disclaimer of consequential damages.

TO THE FULLEST EXTENT POSSIBLE BY LAW, IN NO EVENT SHALL CLUBEE, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON ANY CLUBEE SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITY OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE ANY CLUBEE SITE AND THE CLUBEE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CLUBEE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19) No resale or unauthorized commercial use.

Customer/Users agree not to resell or assign rights or obligations under these Terms. They also agree not to make any unauthorized commercial use of any Clubee Site.

20) Indemnity

Visitors and Customers/Users agree to defend, indemnify, and hold harmless Clubee, its affiliates, and their respective officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) any Content or other Material provided to any Clubee Site, (ii) Customers/Users use of the Clubee Database, or (iii) Cutsomers/Users breach of these Terms. Clubee shall provide notice to Customers/Users promptly of any such claim, suit, or proceeding.

21) Disputes

The use of the Site as well as the Contract between Clubee and the Customers shall be governed by these Terms and Conditions and shall be subject to the material laws of the Grand Duchy of Luxembourg. Any disputes arising from these Terms and Conditions, or from the purchase order, or litigation of any other nature between Clubee and the Customer, visitors or Users shall be subject to the jurisdiction of the District Court of Grand Duchy of Luxembourg.

If any provision of the Clubee Terms is deemed by a court of competent jurisdiction to be invalid, unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions. No waiver of any breach or default of any of the Clubee Terms shall be deemed to be a waiver of any preceding or subsequent breach or default.

22) Notices

These Terms of Use were written in English, and translated into other languages for visitors and Customers/Users convenience. Visitors and Customers/Users may access and view other language versions by changing Customers/Users Clubee website language settings. If a translated (non-English) version of these Terms and Conditions conflicts in any way with their English version, the provisions of the English version shall prevail.

We may provide Customers/Users with notices via our Services, by e-mail or through any other contact means Customers/Users provided us.

The Clubee Terms, and Customers/Users use of the Clubee Services, do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between Clubee and their Customers/Users.

Clubee may transfer and assign its rights and/or obligations hereunder and/or transfer ownership rights and title in the Clubee Services and/or Licensed Content to a third party, without Customers/Users consent or prior notice to Customers/Users. Customers may not assign or transfer any of Customers rights and obligations hereunder without the prior written consent of Clubee. Any attempted or actual assignment thereof without Clubee's prior explicit and written consent will be null and void.