Hello and welcome to Universe Platform!

1.                   Definitions. Before we get started, let’s review the terms used in these Terms.

(a)    “Account” means an account created on the Universe Platform.

(b)    “Community” means an individual or entity that acts as the original offeror of Membership Tokens.

(c)    “Content” means any text content, notification, email, video, image or audio, or any other content or any combination thereof, in each case, that we make publicly available or which we permit you to access, whether created by us, you or a third party.

(d)    “Individual Data” means any data that relates to any User’s use of our Services.

(e)    “Member” means an individual who is a buyer or reseller of Membership Tokens.

(f)     “Membership Token” means a non-fungible token that grants the holder access to the benefits offered by the issuing Community. Membership Tokens are minted by Universe and initially offered to Members by Communities. Membership Tokens are stored within Universe’s internal crypto-wallet system and cannot be transferred outside of the Universe Platform.

(g)    “Services” means any software or services that we make available to you on the Universe Platform, as well as any offline services that we may provide to you. Services does not include any benefits that a Community offers and that a Member may receive.

(h)    “Terms” mean these Terms of Service, which are a legally binding agreement that governs your access to our Services.

(i)     “Universe”, “we”, “us” or “our” means Universe Platform Inc., a Delaware corporation.

(j)     “Universe Messenger” means any communication system available through our Platform, including without limitation such messaging, video-conferencing, file-sharing or other applications as we may from time to time make available, which may include third party applications, that may from time to time allow Users to communicate with one another and certain third parties who are not Users.

(k)    “Universe Platform” or “Platform” means our Website and related applications, including without limitation any mobile application that we may from time to time make available.

(l)     “User” means a user of our Services, whether a Club, Member or otherwise.

(m) “User Content” means any Content that any User provides to be made available through the Universe Platform, including without limitation any Account Information or Content submitted through Universe Messenger.

(n)    “Website” means www.universe.club and its related domains.

(o)   “you” or “your” means you.

2.                 Acceptance of Terms.

(a)    PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND UNIVERSE ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMITS CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN SECTION 12(c) OF THESE TERMS.

(b)    IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR OTHERWISE USE OUR SERVICES, INCLUDING OUR WEBSITE. By using our Services or accessing any Content that we make available through our Services, you agree to these Terms. These Terms and our Privacy Policy, which is incorporated herein by reference, form a legally binding agreement between you and Universe.

(c)    BY USING OUR SERVICES, INCLUDING OUR WEBSITE, YOU REPRESENT TO US THAT YOU CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW AND YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE. Our Services are intended for use solely in the United States of America. Our Services may be used in various countries. However, if you are using our Services outside of the United States of America, you are responsible for ensuring that your use of our Services complies with applicable law and we make no claim that any use of our Services is permitted or appropriate in your country.

(d)    These terms may have changed since your last visit. We reserve the right to revise these Terms in our sole discretion at any time and without prior notice to you other than by posting the revised Terms on our Website. Revisions to the Terms are effective upon posting. The Terms will be identified as of the most recent date of revision. Your continued use of our Services after a revised version of these Terms has been posted on our Website constitutes your binding acceptance of the revised Terms.

3.                   Login Credentials; Account Information; Communications.

(a)    Login Credentials. In order to use some of our Services, you may be required to create an Account by providing certain information. We may ask you to complete a registration form and create a username and password, or we may permit you to login through a third party application (your username, password for us or for any third party application, your “Login Credentials”). Upon creating an Account, we may generate a unique identification code (your “User ID”) associated with your Account. You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your Account (including without limitation any financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials.

(b)    Account Information. During your registration, you shall give truthful information about you (such as name, email address, physical address, phone number and payment account information) (collectively, your “Account Information”). You represent, warrant and covenant to us that your Account Information is and shall remain accurate and up-to-date, and you understand that you are responsible for ensuring that your Account Information is accurate and for keeping your Account Information up-to-date. We may contact you to verify your Account Information and may require you to provide additional information for purposes of fraud prevention and verifying your Account Information. We may suspend you from our Services if you do not provide such information within a reasonable period.

(c)    Acknowledgement for You to Receive Communications. You hereby agree: (i) to receive communications, including emails, text messages, push notifications, mail and telephone calls, that are related to our Services; that any communications from us may also include marketing materials from us or from third parties; and that any notices, agreements, disclosures or other communications that we send to you electronically are deemed to satisfy any legal communication requirements. You may opt out from receiving our communications by emailing contact@universe.club or selecting to unsubscribe as may be provided in the applicable correspondence. In addition, if you create an Account, we may allow you to opt in to receive certain communications regarding certain Account activity (any such settings, “Notification Settings”). You may change any Notification Settings through your Account at any time.

4.                   Our Services; Fees.

(a)    Communities.

1. We are not the creators, organizers or owners of any Membership Token listed on the Platform. Rather, if you, as a User, would like to form a Community, our Platform enables you to form a Community to promote your business or brand by offering Membership Tokens to Members. Each Community is solely responsible for the original issue price of Membership Tokens issued by that Community.

2. If you form a Community, you are also solely responsible for all benefits you offer to each Member, for verifying that any individual is a Member and for all costs associated with the benefits you offer to each Member. You understand and agree that we are not responsible for providing any benefits that you offer to any Member. You are solely responsible for ensuring that you have the right to use any trademark, service mark, trade name or other intellectual property rights used in connection with or associated with your Community.

3. If you are a Community owner you may make changes to Member benefits and/or increase the allotment of available Membership Tokens at any time (collectively, “Membership Changes”). Prior to implementing Membership Changes, you must place reasonable advance notice of the Membership Changes on your Community listing.  You agree to use your reasonable best efforts to post such advance notice to your Community listing on the Platform before you provide advance notice of such Membership Changes to any Members of your Community or any third party, except where doing so is impracticable (e.g., because certain Members have to vote in favor of the Membership Changes). Any Membership Changes will cause all outstanding bids for your Community’s Membership Tokens to be automatically cancelled, and Users will be required to submit new bids. You acknowledge and agree that in connection with any Membership Changes we may, in addition to any of our other rights and remedies in these Terms, delay or prevent your Membership Changes from taking effect and/or limit or suspend the sale of your Membership Tokens for as long as we determine is necessary to ensure the safety and stability of the Platform.

4. You may, in your discretion, refuse to provide benefits to Members who act in a way that is harmful to your Community or otherwise contrary to any terms and conditions you attach to ownership of your Community’s Membership Tokens. However, we are not liable to you for any failure by a User to comply with these Terms or any other legal obligation and you agree to indemnify and hold Universe harmless from and against any Claims brought by Members against us as a result of or in connection with your Community or its Member benefits. We do not verify the information provided by Members via third party services, including social media platforms, and we are not liable to you for any Member information provided to you or the Platform via third party services. You are solely responsible for verifying the accuracy of any such Member information.

(b)    Members.

1. When you form an account as a Member, we automatically open a wallet for you to hold your Membership Tokens. Our Platform holds this wallet, including the wallet ID, public address, private key and passphrase, for your benefit. We also allow Members to search, browse, and join Communities by purchasing Membership Tokens on our Platform. Your Membership Token and the Member benefits, including any Community participation, associated with your Membership Token are intended for you alone. You agree that you will not share your Membership Token or associated Member benefits with any other party.

2. As a Member that holds a Membership Token, you are entitled to the benefits associated with being a member of the applicable Community, which benefits are subject to change from time to time in the Community’s discretion. You agree to abide by the terms and conditions a Community owner sets out for their Community and to refrain from acting in a way that may cause harm to the Community or its Members, including any activities that do or are intended to interfere with the value of that Community’s Membership Tokens. Unless the terms and conditions of a Community expressly state otherwise, Member benefits do not “stack” and you will not receive additional Member benefits by acquiring more than one Membership Token for any Community, nor will ownership of Membership Tokens for more than one Community provide for Member benefits beyond what is associated with each Membership Token individually. You will look solely to the applicable Community to fulfill those benefits and understand that we have no role in providing those benefits and no responsibility or liability if those benefits are not to your satisfaction, are not as promised or are not otherwise sufficient for you, including in the event that a Community makes changes to its Member benefits, issues or allots additional Membership Tokens, or a Community is unwilling or unable, as a result of negligence, fraud, misconduct, bankruptcy, insolvency, financial hardship, force majeure events, compliance with applicable governmental laws, regulations or directives or otherwise, to continue providing benefits.

3. You acknowledge and agree that information regarding your ownership of Membership Tokens may be available to other Users of the Platform, regardless of the privacy settings of any Community. We do not warrant that your ownership of a Membership Token or your participation in a Community will be private or held confidential by any party. We are not liable to you for the accuracy of the information provided by Communities, or of any failure by a User to comply with these Terms or any other legal obligation.

4. As a Member, you may resell your Membership Token(s) to any other Member on our Platform. You are solely responsible for determining whether to purchase any Membership Token, including determining whether the benefits are worth the then-current price of the Membership Token. We may but are not required to monitor Membership Token bids, and we do not cancel or cause bids to expire at any time. You are solely responsible for monitoring your bid(s) on Membership Tokens and cancelling any outstanding bids if you no longer wish to purchase a Membership Token. You are solely responsible for determining the resale price of any Membership Token that you choose to resell. We do not guarantee that your Membership Token may be resold or that it may be resold at any particular price. Further, we will not be responsible for fluctuations in the price of Membership Tokens including in the event that a change in Member benefits or the allotment or issuance of additional Membership Tokens reduces the value of a particular Membership Token. While we may provide you with information about past pricing of Membership Tokens, we do not make any promises about whether any particular price is appropriate for any Membership Token and we have not made, and do not make, any promises (whether explicit, implied or otherwise) as to the value of any Membership Token.

(c)    Communications; Universe Messenger. Our Services may allow you to upload or download certain Content from such devices and applications as we may from time to time make available. Our Services may also allow you to communicate with Members and Communities. You understand that we are not responsible for any such Content, including without limitation the content of your communications through Universe Messenger or any other messaging, audio or video-conferencing or file-sharing tools that we may from time to time make available. However, if you would like to report a concern about a communication, you may contact us at contact@universe.club.

(d)    Fees. By using our Services, you agree to our Fee Schedule, incorporated herein by reference and available on our Website at www.universe.club. The Fee Schedule includes fees based on issuance of Membership Tokens and resale of Membership Tokens, among other fees.

1. Payment. We may use a third party payment service to collect our fees, as applicable, in lieu of directly processing your credit card information. By submitting your payment account information, you grant us the right to store and process your information with the third party payment service, which may change from time to time; you agree that we will not be responsible for any failure of the third party to adequately protect such information. The processing of payments will be subject to the terms, conditions and privacy policies of such third party payment service in addition to these Terms. You agree that we may change the third party payment service and move your information to other service providers that encrypt your information using transport layer security (TLS) or comparable security technology.
2. Refunds. Other than as may be expressly set forth on our Platform as updated from time to time, we have no obligation to provide refunds or credits, but may grant them in certain circumstances in our sole discretion.

(e)    Risk and Fraud Measures. We may from time to time take certain actions to assess risk or detect fraud, including but not limited to establishing price limits on the issuance or resale of Membership Tokens or mandating time delays between the purchase and receipt of Membership Tokens. You agree that we have no liability to you for any such action that we take, or the results of any such action on your portfolio of Membership Tokens or rights to any benefits as a Member.

(f)     Taxes.

1. Tax Liability. Universe is only a venue for connecting Members and Communities. You are solely responsible for understanding and evaluating any tax liability related to actions on the Universe Platform, as well as paying any such tax liability to the applicable governmental authorities. You are solely responsible for determining the need to report any such sales or services pursuant to the requirements of local, state, or federal law. Universe cannot and does not offer tax advice to Users nor does Universe provide any tax documentation to Users; Universe recommends that you consult with a tax advisor for such advice and documentation. You are solely responsible for any taxes arising from your use of our Platform, any Content contained therein, and for the Services that you request or perform therein, excluding our income.

2. Compliance with Tax Laws. You shall comply with all applicable state, federal and international laws, and assume all responsibility for making payments related to any state or federal income taxes including without limitation capital gains taxes on any sale of any Membership Token, payroll and withholding taxes, social security taxes, unemployment insurance taxes, Medicare taxes, disability insurance or taxes, or worker’s compensation insurance or taxes. Universe disclaims any responsibility for the foregoing, and you agree to indemnify and hold Universe harmless against such taxes or contributions. As used herein, “taxes” shall mean all taxes, charges, fees, encumbrances, liens, customs, duties or other assessments, however denominated, including any interest, penalties, additions to tax or additional taxes that may become payable in respect thereof, imposed by the United States government, any state, local or foreign government, or any agency or political subdivision of any such government.

(g)    Referrals. Universe may engage distributors or other individuals or entities who may have been compensated or incentivized to speak on our behalf and/or refer you to our Platform. If you receive a referral from a third party source, note that such individual or entity may have been compensated by us for his or her statements. In addition, Universe or a Community may provide promotional offers, where a Member receives some promotional benefits if, for example, that Member is successful in getting additional Members to join our Platform or a particular Community.

5.                   Scope of Service; Modifying and Terminating Service.

(a)    Modification of Services. We may change and update our Services at any time. We may add or remove features including without limitation making free Services paid Services and vice versa. We will endeavor to give you appropriate advance notice about any major changes, although you understand that we may stop, suspend or change our Services at any time without prior notice. If you do not like our Services or these Terms, or would like to provide constructive feedback, please let us know by contacting us at contact@universe.club. We do not promise to make any changes that you suggest, and your sole remedy if you are dissatisfied with our Services or these Terms is that you may discontinue your use of our Services.

(b)    Suspension of Services. We may alter, suspend or discontinue our Services in whole or in part, at any time and for any reason, without notice. Our Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons. In order to use our Services, you must have a computer with Internet access that can access our Website or a compatible mobile device enabled with any mobile application we may provide. You will be solely responsible for procuring any hardware, software or other materials that are required or recommended for your use of our Services.

(c)    Termination by Us. We may terminate your access to our Services, in our sole discretion, for any reason and at any time. If you have provided us with your email address, we will endeavor to provide electronic notice to you at such email address. You agree that we are not liable to you or any third party for any termination of your access to our Services.

(d)    Termination by You. You may terminate these Terms at any time by ceasing to use our Services and, if applicable, by closing your Account. We may provide instructions on our Platform for how to close your Account, and may update such instructions from time to time. Please follow such instructions if you would like to close your Account.

(e)    Telecommunications. When using our Services, your telecommunications carrier’s normal rates and charges apply. Unless otherwise set forth in these Terms, we are not responsible for any charges you incur from your telecommunications carrier or otherwise as a result of use of our Services. You are responsible for ensuring that, at all times while using our Services, you are not in violation of any agreement with your telecommunications carrier.

(f)     Survival of Terms. The following Section of these Terms and any accrued obligations will survive any termination of these Terms: Section 1, Section 6 (other than Section 6(a)(i) and Section 6(b)(i)), Section 9, Section 10, Section 11, Section 12, Section 13, and any related definitions.

6.                   Intellectual Property; Licenses; Content; Individual Data.

(a)    Content, Individual Data, Suggestions.

1. Our Content. Subject to these Terms and any other agreement between you and us, we hereby grant you a limited, personal, non-transferable, non-exclusive, non-sublicensable, revocable license to access and use Content that we make available through our Services, solely for your personal and non-commercial use, and subject to any restrictions on certain types of Content set forth in these Terms. You understand that the Content that is posted on our Services is used by you at your own risk.
2. Changes to Content. We reserve the right to make changes to any Content or descriptions of our Services without obligation to issue any notice of such changes.
3. Rights in User Content Granted by You. You hereby grant to us a non-exclusive, perpetual, irrevocable, worldwide, sublicensable, transferable, royalty free, fully paid up license to reproduce, distribute, prepare derivative works of, modify, translate, adapt, publicly perform, publicly display and otherwise use your User Content, and you understand that we may allow any third party to use your User Content as well.
4. Your Responsibility for User Content. You are solely responsible for all of your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through our Services, nor any use of your User Content by Universe on or through our Services, will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
5. Individual Data. You will own your Individual Data. You hereby grant us a non-exclusive, perpetual, irrevocable, worldwide, sublicensable, transferable, royalty free, fully paid up license to reproduce, distribute, prepare derivative works of, modify, translate, adapt, publicly perform, publicly display and otherwise use any Individual Data, and you understand that we may allow any third party to use such Individual Data.
6. Unsolicited Feedback. We welcome your feedback, ideas and suggestions (collectively, “Suggestions”). If you send us any Suggestions, including as permitted under Section 5(a) of these Terms, you agree that: (1) your Suggestion(s) become our property and you are not owed any compensation in exchange; (2) none of the Suggestion(s) contain confidential or proprietary information of any third party; (3) we may use or redistribute Suggestion(s) for any purpose and in any way; (4) there is no obligation for us to review your Suggestion(s); and (5) we have no obligation to keep any Suggestions confidential.

(b)    Applications; License to Use.

1. License to Use. Subject to these Terms and any other agreement between you and us, we grant to you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use any application we may offer on a compatible mobile device for use of our Platform, in each case, solely in the manner enabled by us. In your role as a Member, your use of our Platform is limited to your personal, non-commercial purposes, except to the extent of your buying or selling of Membership Tokens.
2. Limitations; Revocation. Your license to use our Services is automatically revoked if you violate these Terms. From time to time, we may upgrade our Services or make improvements to our Services. You agree that these Terms will apply to all such upgrades or improvements. The foregoing license grant is not a sale of any mobile application we may provide or the Website or a sale of a copy of any such application or our Website, and we retain all rights and interest in our Services. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. We reserve all rights not expressly granted under these Terms.

(c)    No Implied Licenses. Nothing contained on our Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use our Services or any Content, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the written permission of the third party that may own the trademark or copyright of material displayed on our Services.

(d)    Copyright Infringement; DMCA Policy. If you believe that any materials on our Services infringe your copyright, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an agent and must include the following: (i) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (ii) identification of the material that you believe to be infringing, including a description of the material, and its location on our Website; (iii) your name, address, telephone number and email address; (iv) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (v) a statement that the information in your claim is accurate; and (vi) a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. Our agent for copyright issues relating to our Services is Copyright Agent, contact@universe.club. To protect the rights of copyright owners, we reserve the right to suspend your Account and/or other any User privileges, delete or disable content alleged to be infringing and/or terminate the Account and/or other User privileges of a repeat infringer.

(e)    Privacy Policy. Our Privacy Policy describes the collection, use and disclosure of data by us in connection with our Services. Our Privacy Policy, as may be updated by us from time to time in accordance with its terms, is hereby incorporated into these Terms, and you hereby agree to the collection, use and disclosure practices set forth therein.

(f)     Security. You acknowledge that our Services use the Internet for data transfer and Internet-connected servers to store Content and Individual Data. While we use commercially reasonable security measures for such servers, no security measures are entirely effective and Internet communications may have inherent insecurities. As such, we make no representations or warranties regarding the security offered in respect of our Services.

7.                   Your Use; Prohibited Conduct.

(a)    General. As a condition of your use of our Services, you will not use our Services for any purpose that is unlawful or otherwise prohibited by these Terms. You further agree to comply with any other applicable terms and conditions of use set forth on our Services. We reserve the right, without prior notice to you and in our sole discretion, to terminate your access to our Services if we decide that your use violates these Terms, including for the reasons listed in this Section 7, or for any other reason.

(b)    Prohibited Use; Unauthorized Access. You agree not, and will not permit any person or entity, to: (i) use, or allow the use of, our Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign or other applicable law or rules and regulations of regulatory or administrative organizations; (ii) act in a fraudulent, tortious, malicious or negligent manner when using our Services; (iii) act in any manner that, in our sole discretion, could damage, disable, overburden, impair or interfere with any other party’s use of our Services; (iv) obtain or attempt to obtain any information through any means not intentionally made available through our Services; (v) obtain unauthorized access to any computer system through our Services; (vi) circumvent, remove or otherwise interfere with any security-related features of our Services, features that prevent copying or using any part of our Services or features that enforce limitations on the use of our Services or any Content; (vii) introduce viruses, worms, Trojan horses and/or harmful code to our Services; and (viii) use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of our Services or any Content. In the event that you gain access to information not intended to be accessed by you, you agree that you will immediately notify us and destroy all copies of such information in your possession.

(c)    Prohibited Content and User Activity. You agree that you will not, and will not authorize or facilitate any attempt by another person or organization to use our Services to: (i) transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious or otherwise objectionable, as determined by us; (ii) use a name or language that we, in our sole discretion, deem offensive; (iii) post defamatory statements; (iv) post hateful or offensive Content or Content that disparages any ethnic, racial, sexual, gender, religious or other group; (v) post Content that depicts or advocates the use of illegal drugs; (vi) post Content that characterizes violence as acceptable, glamorous or desirable; (vii) post Content which infringes another’s copyright, trademark or trade secret; (viii) post unsolicited advertising or unlawfully promote products or services; (ix) harass, threaten, bully, stalk or intentionally embarrass or cause distress to another person or entity; (x) promote, solicit or participate in any multi-level marketing or pyramid schemes; (xi) exploit children under 18 years of age; (xii) engage in disruptive activity, such as sending multiple messages in an effort to monopolize a forum; (xiii) invade the privacy of any person, including without limitation posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 18 years of age); (xiv) solicit personal information from children under 18 years of age; (xv) create a false identity or impersonate another person or entity; or (xvi) encourage conduct that would constitute a criminal or civil offense. We reserve the right to consider other conduct to be prohibited. In addition, you acknowledge and agree that you will not post any content to any of our social media accounts that is any of items (i)–(xvi) above.

(d)   Intellectual Property Infringement. You agree that the structure, organization and code used in conjunction with our Services are proprietary to us. You shall not, and shall not permit any person or entity to: (i) use our Services on a service bureau, time sharing or any similar basis, or otherwise for the benefit of any other person or entity; (ii) alter, enhance, or make derivative works of our Services or any Content available through the foregoing; (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from our Services; or (iv) sell, transfer, publish, disclose, display or otherwise make available our Services including any modifications, enhancements, derivatives and other software and materials provided hereunder by us or copies thereof to others in violation of these Terms. Unless as otherwise set forth by us in writing, you understand and acknowledge that all Content contained on our Services is the property of us and/or our affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners.

8.                   Third Party Service.

(a)    Third Party Service. Our Service may include features or functionalities that interoperate with services operated by third parties, which may be pursuant to a generally available application programming interface made available by such a third party or pursuant to an agreement that we have with such a third party. We have no control over any features or functionalities offered by any third party, and those features or functionalities may be modified, suspended or terminated at any time with no notice. Further, we have no control over Users’ accounts with third party service providers, including the veracity of any information a User provides to the Platform via any third party service.

(b)    Third Party Links. Our Services may contain links to third party sites. These links are provided to you as a convenience, and we are not responsible for the content of any linked third party site. Any third party site accessed from our Services is independent from us, and we have no control over the content of that site. In addition, a link to any third party site does not imply that we endorse or accept any responsibility for the content or use of such site. You understand that use of any third party site is subject to its terms of service and privacy policy. We request that you exercise caution and good judgment when using third party sites.

(c)   Providers of Third Party Platforms. You hereby acknowledge and agree that all of our licensors, suppliers or other third parties: (i) are not parties to these Terms; (ii) have no obligation whatsoever to furnish any maintenance or support services with respect to Universe; (iii) are not responsible for addressing claims by you or any third party relating to our Services, including without limitation any product liability claims, claims under consumer protection laws or claims under any other law, rule or regulation; and (iv) have no responsibility to investigate, defend, settle or discharge any claim that our Services or use thereof infringes any third party intellectual property rights.

9.                   Limitation of Liability; Disclaimers; Miscellaneous.

(a)    Disclaimer.

1. No Warranty. OUR SERVICES AND ALL CONTENT ON OR ACCESSIBLE FROM OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH OUR SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING WITHOUT LIMITATION MECHANISMS FOR THE DOWNLOADING AND TRANSMITTING CONTENT) PROVIDED BY OUR SERVICES WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED; (iv) THAT OUR SERVERS OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (v) THAT MEMBERSHIP TOKENS MAY BE RESOLD OR RESOLD AT ANY PARTICULAR PRICE; OR (vi) THAT HOLDERS OF MEMBERSHIP TOKENS WILL RECEIVE BENEFITS FROM THE APPLICABLE COMMUNITY.
2. Waiver of Liability. WE AND OUR AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. Under no circumstances will we be liable for any loss or damage caused by failed delivery or receipt of Content or any third party’s use or distribution of Content. You hereby acknowledge and agree that Universe merely stores and hosts User Content but does not actively create User Content. Under no circumstances will Universe be liable for any claims that may arise from User Content, including without limitation claims for intellectual property infringement. Under no circumstances will Universe be liable for any claim that may arise in respect of the benefits offered, provided or not provided by a Community. As a Member, you agree that the Community will be the only party from whom you may seek relief for any offering of a Community. As a Community, you agree to only offer benefits that you are capable of providing and also agree to provide those benefits.

(b)    Limitation of Liability.

3. General. IN NO EVENT SHALL WE BE LIABLE TO YOU, ANY OTHER USER OF OUR SERVICES, ANY THIRD PARTY PROVIDER OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF OUR SERVICES, YOUR CONTACT INFORMATION, CONTENT OR ANY INFORMATION CONTAINED THEREON OR IN CONNECTION THEREWITH, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
4. Limitation. OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THESE TERMS SHALL NOT EXCEED THE GREATEST OF (I) $100.00; OR (II) THE AGGREGATE AMOUNT YOU HAVE PAID TO US IN FEES, IF ANY, IN THE THEN-PRIOR TWELVE (12)-MONTH PERIOD.
5. Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT SHALL INSTEAD APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

(c)    Release. Our Services are only a means of connecting Users, and except to the extent, if any, that we serve as a platform among Users for purposes of buying and selling Membership Tokens, we do not take part in the interaction between or among Users. We act only as an intermediary between Members and Communities and are not a party to any agreement to buy or sell Membership Tokens or to provide any Club benefit. When a User purchases a Membership Token, that User is entering into an agreement directly with a Club. We do not act as an agent for any User. As a result of our limited involvement in the actual contact between or among Users, in the event that you have a dispute with any Users, you hereby release us, and our officers, directors, employees, agents, investors, subsidiaries and contractors from any and all claims, demands or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. We expressly disclaim any liability or claims that may arise between or among Users of our Services. You waive California Civil Code Section 1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You hereby waive any other similar provision of applicable law that applies to you.

(d)    Indemnification. By using our Services, you hereby agree to indemnify and hold harmless us and our officers, directors, employees and agents from any claims, damages, losses, liabilities, and all costs and expenses of defense (collectively, “Claims”), including without limitation attorneys' fees, resulting directly or indirectly from a claim (i) by a third party that arises in connection with (A) your provision of any Content, (B) your use of our Services and/or (C) any user or other third party’s use of any Content that you submit via our Services and/or (ii) by us or any third party that arises in connection with (A) any error that you make in entering the purchase or sales price of any Membership Token, (B) your negligence, fraud or willful misconduct in connection with any purchase or sale of any Membership Token, (C) any action or omission of yours for the benefit of any competitor of ours; and/or (D) your use of our Services. At our option, you agree to defend us from any Claims.

(e)    Waiver of Rights. Universe’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly agent of Universe.

(f)    Minors. Our Services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. If you are a parent or guardian and you discover that your child has created an unauthorized account on our Services, please contact us at contact@universe.club and we will remove the account.

(g)    Successors and Assigns; Binding Effect. You may not assign or transfer your rights or obligations under these Terms in whole or in part to any third party without our consent. These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors, permitted transferees and permitted assigns.

(h)    Independent Contractor Status. We and you are independent contractors and are not partners, joint venturers, agents, employees or representatives of each other.

(i)     Entire Agreement; Amendment; Interpretation. These Terms, including our Privacy Policy, contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings and agreements (whether oral or written) other than any click-through or end user license agreement provided by us, and cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms on our Website. The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms. If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

10.               Jurisdictional Issues. We make no representation that information on our Services is appropriate or available for use outside of the United States of America. Those who choose to access our Services from outside such market do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws. By using our Services, you consent to having your Login Credentials and any personal information that you provide to us transferred to and processed in the United States of America subject to the restrictions on such data as provided in our Privacy Policy.

11.               Governing Law; Dispute Resolutions. These Terms, and any dispute between you and us, shall be governed by the laws of the State of California without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth below. Unless you and we agree otherwise, in the event that this Section 11 is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Arbitration Procedures or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the San Francisco, California except that you or we are permitted (a) to bring small claims actions in state court in the county in which you reside if such court has a small claims procedure and if such court is located in the United States of America; (b) to bring claims for injunctive relief in any court having jurisdiction over the parties; or (c) to seek enforcement of a judgment in any court having jurisdiction over the parties. To the extent permitted by law, you and we agree to waive trial by jury in any court proceeding.

12.               Agreement to Arbitrate; Waiver of Class Action.

(a)    Mandatory Arbitration of Disputes; Arbitration Procedures. Except if you opt-out or for disputes relating to your or our intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents) or for items (a)–(c) set forth in Section 11 (Governing Law; Dispute Resolutions), you agree that all disputes between you and us (whether or not such dispute involves a third party) arising out of or relating to these Terms, our Services, and/or our Privacy Policy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in San Francisco, California. under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and you and we hereby expressly waive trial by jury. You and we shall appoint as sole arbitrator a person mutually agreed by you and us or, if you and we cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, application may be made to any court for a judicial acceptance of the award or order of enforcement. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms.

(b)    Class Action Waiver. Any claims brought by you or us must be brought in such party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. You agree and acknowledge that neither you nor we will participate in a class action or class-wide arbitration for any claims covered by these Terms. You hereby waive any and all rights to bring any claims related to these Terms and/or our Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You understand and agree that you may bring claims only on your own behalf.

(c)    Opt-out. You may opt out of this Agreement to Arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt-out notice must state that you do not agree to the Agreement to Arbitrate and must include your name, address, phone number, your Universe account, if applicable, to which the opt-out applies and a clear statement that you want to opt out of this Agreement to Arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. You must use this address to opt out: Universe Platform, Inc., ATTN: Arbitration Out-Out, 69 Charlton St. New York, NY 10014.

(d)    Effect of Changes on Arbitration. Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to the Arbitration Procedures (other than a change to any notice address or Website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate the Arbitration Procedures from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing the Arbitration Procedures is posted to our Website, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.

(e)    Survival. In accordance with Section 5 (Scope of Service; Modifying and Terminating Service), this Section 12 (Agreement to Arbitrate; Waiver of Class Action) will survive the termination of your relationship with us.

13.               For Additional Information. If you have any questions about these Terms, please contact us at contact@universe.club.