Terms of Use

Dated: February 11, 2016

Welcome to the West Bay Club, Inc. website located at https://www.westbayclubs.com (the “Website”). It is important to us that you, and all of our visitors, have the best possible experience while using our Website, and that when you use this Website you are fully aware of our respective rights and obligations. For that reason, we have created these Terms and Conditions of Use along with our Privacy Policy (which is made a part of these Terms and Conditions of Use) as the legally binding terms that will govern your use of this Website. By visiting the Website, you agree to abide by the Terms and Conditions of Use and Privacy Policy. If you do not wish to be bound by the Terms and Conditions of Use and Privacy Policy, you may not use the Website and must immediately cease use of the Website. Please read these Terms and Conditions of Use carefully.

The Website provides information about WBC and affiliates of WBC (”Affiliates”) and parties unrelated to WBC (”Third Parties”). We make this Website available to the public subject to the following terms, policies and guidelines.

Usage Regulations. The Website is made available for information purposes only. You may print information from the Website only for your own personal, non-commercial use. You may not display (publicly or privately), reformat or post any information from the Website on any form of social media. You may not sell any Content (as defined under Copyrights and Trademarks below) or other material from the Website for any other purpose. All such uses are strictly prohibited without our express prior written consent, and such consent may be given or withheld in our discretion. The Website may contain other proprietary notices and limitations, the terms of which must be observed and followed. You agree that you will not in any way modify, add to, delete from or tamper with any Content or feature of the Website or interfere in any way with its proper functioning. We reserve the right to suspend or terminate access to the Website by anyone who violates these Terms and Conditions of Use or any applicable law or whose conduct is harmful to the interests of WBC, Affiliates or Third Parties. We may take steps to prohibit access and/or use without prior notice to any such user.

Registration. To access this Website or some of the resources offered on this Website, you may be asked to provide registration details. It is a condition of use of this Website that all the details you provide will be correct, current and complete. If WBC believes the details are not correct, current or complete, WBC has the right to refuse you access to the Website and remove all Content that you have contributed, and to terminate or suspend your account.

Security. Any passwords used for this Website are for individual use only. You shall be responsible for the security of your password (if any). WBC shall be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that WBC considers insecure, WBC will be entitled to require it to be changed and/or terminate your account. You are prohibited from using any services or facilities provided in connection with this Website to compromise security or tamper with system resources or accounts. The use or distribution of tools designed for compromising security (for example, password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, WBC reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. WBC also has the right to refuse you access to the Website or any of its resources, remove Content that you have contributed and terminate or suspend your account.

Third-Party Content and Links; Recommendations and Opinions. The Website includes information provided by Third Parties including opinions and advice of experts and non-experts in fields relevant to our club services. WBC, Affiliates, and their respective employees or agents are not responsible for the opinions, statements, services, offers or other information provided by Third Parties.

The Website also may include the personal recommendations and opinions of WBC or others, including, but not limited to, recommendations or opinions given by WBC contributors. WBC does not undertake responsibility for screening WBC contributors or other participants on the Website or monitoring advice or opinions expressed by them. In addition, highlighting WBC contributors or other participants on the Website is not deemed to be an endorsement of any products or services that they (or companies employing them) may provide. Although WBC may have endorsement arrangements with some companies, neither WBC, Affiliates nor any of their respective employees or agents makes any representation or warranty or assumes any liability regarding the quality of products or services that may be purchased by you from the Website, from any Third Parties, or from any Third Party website. It is up to you, the user of this Website, to determine whether information made available on the Website satisfies your needs. Further, it is up to you, the user of this Website, to determine whether any particular advice satisfies your needs. Neither WBC, Affiliates nor any of their respective employees or agents makes any representation or warranty or assumes any liability regarding the advice or services that may be provided to you from WBC contributors or any other participants on the Website. WBC contributors or other participants do not have any authority to bind WBC or make statements on behalf of WBC.

The Website includes hyperlinks that will take you out of the Website to the website of Third Parties. Links to websites of Third Parties may be included in advertisements for services of Third Parties, or they may be accompanied by descriptions of services of Third Parties. All links to websites of Third Parties are provided for your convenience only. Neither WBC nor Affiliates control the content or operation of any linked websites of Third Parties, and we disclaim any responsibility for any product, service or information provided on any linked website. Neither the publication of content or advertisements of Third Parties on the Website nor links to websites of Third Parties constitutes an endorsement of Third Parties or their products or services by WBC, Affiliates or their respective employees or agents.

The Website may run advertisements and promotions from Third Parties. Your dealings with or participation in the promotions of such Third Parties, and any terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between you and such Third Party. WBC does not guarantee and shall in no way be responsible for the price, terms, performance, quality, accuracy, availability or legality of any products, services, promotions or information offered by any advertiser. We are not responsible or liable for any loss or damage of any sort incurred as the result of such dealings or promotions or as a result of such Third Party information or advertisements on the Website. If you have a dispute with one or more advertisers or other Third Parties, you release WBC from any claims, demands and damages (actual and 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.

WBC does not approve or control the Content posted by others; rather it merely provides a platform and venue for allowing users to access or provide information and other Content. WBC is not liable for any Content contributed by Users on the Website. WBC assumes no responsibility for monitoring the Website for appropriate Content or conduct and has no obligation to screen, edit, or remove any of the Content. WBC reserves the right, in its sole discretion and without notice, to monitor, screen, edit, or remove any Content at any time and for any reason or for no reason. WBC may or may not enforce these Terms and Conditions of Use in its sole and absolute discretion, and a failure to enforce or waiver of a breach of these Terms and Conditions of Use in some instances does not constitute a waiver of our right to enforce them in other instances. In addition, these Terms and Conditions of Use do not create any private right of action on the part of any Third Party or any reasonable expectation that the Website will not contain any content that is prohibited by these Terms and Condition of Use.

WBC does not endorse or warrant any particular Content or other information available on the Website or guarantee the accuracy, integrity or quality of such Content or other information. Additionally, WBC cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that by using the Website, you may be exposed to Content that is offensive, indecent objectionable or otherwise violates these Terms and Conditions of Use. Under no circumstances will WBC be liable in any way for any Content including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Website. You use the Website at your own risk.

Disclaimer of Advice. The Content on this Website is provided for informational purposes only and is not intended to be a substitute for professional advice. At any time you have questions regarding a specific situation, you should seek the advice of a professional. Some of the opinions expressed on this Website are the opinions of the authors/contributors. Neither WBC, Affiliates nor any of their employees or agents assume any liability for the Content of any materials or opinions of contributors provided on the Website. Reliance upon any opinion or advice provided on the Website is at your own risk. Neither WBC, Affiliates nor any of their employees assume liability or responsibility for damage or injury to person or property arising from any use of any product, service, information, Content or instruction contained on this Website.

Privacy. Please review our Privacy Policy for information about our use of information collected through the Website.

Copyright and Trademarks. All content on the Website, including text, graphics, logos, button icons, images, video clips and audio clips (collectively “Content”), the compilation of the Content (meaning its collection, arrangement and assembly) and all software used on or in the Website are the property of WBC, Affiliates, or Third Parties that have licensed Content and software for use on the Website. All Content and software are protected by U.S. and international copyright laws and/or patents. All Content and other copyrightable material may be used only as provided in these Terms and Conditions of Use. The names, trademarks, service marks and logos (collectively, “Trademarks”) used and displayed on the Website including, but not limited to, WEST BAY CLUB®, WEST BAY CLUB AND DESIGN®, WBC AND DESIGN®, and WB AND DESIGN ® are registered or unregistered trademarks of WBC, Affiliates or Third Parties that have licensed the Trademarks for use on the Website. No license is granted for any further use of any Trademarks.

Responsibility. Please act responsibly when using this Website. You may only use this Website and its contents for lawful purposes and in accordance with applicable law and you are prohibited from storing, distributing or transmitting any unlawful material through this Website. You may not collect or store personal information regarding other users. You recognize that storing, distributing or transmitting unlawful material could expose you to criminal and/or civil liability. You agree that if a Third Party claims that material you have contributed to the Website is unlawful, you will bear the burden of establishing that it is lawful. You understand and agree that all materials publicly posted (other than by WBC) or privately transmitted on or through this Website are the sole responsibility of the author/contributor, not WBC, and that you are responsible for all material you upload, post or otherwise transmit to or through this Website.

Linking and Framing. Without the prior written permission of WBC, you may not frame, or make it appear that a website of Third Parties is presenting or endorsing, any of the Content of the Website, or incorporate any intellectual property of WBC or any of its licensors into another website or other service.

Rights to All Submissions. With the exception of any and all Video Submissions described below, all material you submit to our Website including, without limitation, public postings, chat rooms, forums, blogs, moderators and other areas, and any material you submit via emails to [email protected] or in any form to any representative of the Website, whether text or images, becomes the property of WBC and may be reproduced, modified and distributed in any medium including, without limitation, books, magazines, television, home video, DVD, motion pictures, blogs, websites, mobile services, products or any other commercial promotion, for any purpose and in perpetuity, without compensating you in any way and without right of attribution or credit. Further, you understand that by posting material on the Website you are granting to WBC, and anyone authorized by WBC, and the Affiliates, licensees, successors and assigns of same (the “WBC Parties”), a non-exclusive, perpetual, royalty-free, fully paid up, irrevocable, unrestricted, worldwide license to display, use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform such materials posted on WBC community and social media websites, in whole or in part, in any manner or medium, now known or hereafter developed, for any purpose. The foregoing grant shall include the right to exploit any proprietary rights in such posting or submission including, but not limited to, rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. Also, in connection with the exercise of such rights, you grant WBC, and anyone authorized by WBC, the right to identify you as the author of any of your postings or submissions by name, email address or screen name, as WBC deems appropriate without any obligation by WBC. You represent and warrant that any submission will be wholly owned by, and original to, you and that no consent or the approval of any other person or entity will be required for you to assign the rights to WBC as contemplated herein. If you do not wish to grant us such rights, we ask that you not make submissions to the Website, particularly any information you consider to be confidential or original creative material, such as photographs or original artwork. If you make submissions, you agree to grant to us and our Affiliates all rights described herein. WBC has the right to reject any submissions and you acknowledge that WBC may have similar materials. By using this Website, you waive all right to any submission.

Rights to Video Submissions. If you submit user-generated video to the Website, you agree to the following terms and conditions: For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you grant the WBC Parties a non-exclusive, perpetual, royalty-free, fully paid up, irrevocable, unrestricted, worldwide license to display, use, copy, modify, transmit, sell, exploit, create derivative works from, distribute, and/or publicly perform your user-generated video submitted hereunder, as well as your name, voice, likeness and appearance therein (if any) and the personally identifying information you provide on or in connection therewith (collectively, the “Video Submission”), as further described below. You acknowledge and agree that you shall not be entitled to share in any revenue that the WBC Parties may or may not earn or generate through its use of your Video Submission. You represent and warrant that your Video Submission is your original work and that you have secured any and all rights, releases and permissions necessary for the WBC Parties’ use and distribution of your Video Submission hereunder including, without limitation, those related to any people, places, music, performances of dance or music, video, photographs and/or graphics in your Video Submission (collectively, the “Elements”). You represent and warrant that (i) no licensed music or other protected materials are used in your Video Submission; (ii) no further permissions or fees are due for the WBC Parties’ use and distribution of your Video Submission or any Elements therein; (iii) any statements made by you or others in the Video Submission are true to the best of your knowledge and that neither they, nor any Element of your Video Submission, will violate any law or regulation or violate or infringe upon the rights of any Third Parties; (iv) you have not accepted money or other consideration from Third Parties for your Video Submission; (v) no logos or brand identifiers are visible in your Video Submission or, if visible, you grant to the WBC Parties the right to remove or blur such logos or brand identifiers; (vi) you own, or have permission to use, any location included in the Video Submission; and (vii) no money or other compensation is due to any person, entity, or union in relation to the Video Submission.

Release and Waiver; Indemnification. You acknowledge that the WBC Parties will rely on the foregoing terms and conditions potentially at substantial cost to them, and you hereby waive the right to assert any claim of any nature whatsoever against any party relating to the exercise of the rights and permissions granted hereunder.

You agree to defend, indemnify, and hold WBC harmless from and against any claims, damages, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any Content you post, store, or otherwise transmit on or through the Website or your use of the Website, including, without limitation, any actual or threatened suit, demand, or claim made against WBC arising out of or relating to the Content, your conduct, your violation of these Terms and Conditions of Use, or your violation of the rights of any Third Party.

Objectionable Content. WBC requires that you do not post emails or submit to or publish through Forums or otherwise make available on this Website any content or act in a way which in our opinion:

1. libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;
2. disparages, criticizes, belittles, parodies or otherwise portrays in a negative light any actor appearing in the Material;
3. seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
4. infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;
5. violates any law or may be considered to violate any law;
6. violates any right to transmit under any contractual or other relationship (e.g., inside information, proprietary or confidential information received in the context of an employment or a non-disclosure agreement);
7. advocates or promotes illegal activity;
8. impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
9. advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as specifically authorized on this Website;
10. solicits funds, advertisers or sponsors;
11. includes programs which contain viruses, worms and/or ‘Trojan horses’ or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
12. disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real time activities via the Website;
13. copies any other pages or images on this Website except with appropriate authority;
14. amounts to a ‘pyramid” or similar scheme;
15. amounts to ‘data warehousing’ (i.e., using any web space made available to you as storage for large files which are only linked from other sites) and you must provide a reasonable amount of content to accompany such material in order that at least some of the traffic to your site comes directly via us;
16. disobeys any policy or regulations established from time to time regarding use of this Website or any networks connected to this Website;
17. provides untruthful and inaccurate registration information and/or Content;
18. uses any information obtained from the Website to harass, abuse or harm other people or solicits personal information from anyone under 18;
19. promotes or provides information or Content that the user knows is false or misleading;
20. promotes conduct that is abusive, threatening, obscene, defamatory or libelous;
21. contains links to other sites that contain the kind of content which falls within the descriptions set out at (a) to (t) above.

Sales Terms. Various products may be offered for sale through the Website or through links from the Website. These products may be offered by Third Parties and are not offered for sale by WBC or its Affiliates. Although the products offered may contain trademarks owned by WBC or its Affiliates, they may not be products manufactured, endorsed or sold by WBC or its Affiliates. All terms of sale including, but not limited to, quality, pricing, returns, shipping policy and warranty are governed by the terms and conditions as set forth by the Third Parties on their websites or communicated by other means. You purchase products from these Third Parties at your own risk. Neither WBC, its Affiliates nor any of their respective employees or agents are responsible for products purchased from Third Parties. All of the provisions of these Terms and Conditions of Use apply to purchases by you of products offered by Third Parties including, without limitation, the provisions relating to release, waiver, indemnification and limitation of liability.

Limitation of Liability; Disclaimers and Waivers. Your use of this Website is at your own risk. The Website and all the Content, materials, information, software, facilities, services and other content on the Website are provided “AS IS” and without warranties of any kind, either express or implied. To the full extent permitted by applicable law, WBC, Affiliates and their respective employees and agents disclaim all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement, copyright or any warranty that the Website will operate uninterrupted or error free. WBC does not warrant that the functions contained in this Website will be available, uninterrupted or error-free, that defects will be corrected, or that the Website or the services that make the Website available are free of viruses or other harmful components. WBC does not warrant or make any representations regarding the use or the results of the use of the material, information, software, facilities, services, or other Content on the Website or any sites linked to the Website in terms of their correctness, accuracy, reliability, availability, ownership or otherwise. WBC makes no warranties that your use of the materials on the Website, information, software, facilities, Forums, service or Content will not infringe the rights of others and WBC assumes no liability or responsibility for errors or omissions in the materials on the Website, information, software, facilities, service or Content.

UNDER NO CIRCUMSTANCES WILL WBC, AFFILIATES OR ANY OF THEIR RESPECTIVE PRINCIPALS, EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS BE PERSONALLY OR OTHERWISE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES IN ANY WAY CONNECTED WITH THE USE OR INABILITY TO USE THE WEBSITE OR ANY CONTENT INCLUDED ON THE WEBSITE OR FOR ANY CLAIM ARISING IN CONNECTION WITH USE OF A PRODUCT OR SERVICE THROUGH THE WEBSITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHER LEGAL THEORIES, AND WHETHER SUCH DAMAGES ARE CHARACTERIZED AS GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHERWISE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

If you are dissatisfied with the Website or any Content on the Website or any provision of the Terms and Conditions of Use or the Privacy Policy, your sole and exclusive remedy is to discontinue using the Website.

Investigations. WBC reserves the right to investigate suspected violations of these Terms and Conditions of Use including, without limitation, any violation arising from any submission, posting or emails you make or send to the Website. WBC may seek to gather information from the user who is suspected of violating these Terms and Conditions of Use, and from any other user. WBC may suspend any users whose conduct or postings are under investigation and may remove such material from its servers as it deems appropriate and without notice. If WBC believes, in its sole discretion, that a violation of these Terms and Conditions of Use has occurred, it may edit or modify any submission, posting or email, or remove the material permanently, cancel postings, warn users, suspend users and passwords, terminate accounts or take any other corrective action it deems appropriate. WBC will fully cooperate with any law enforcement authorities or court order requesting or directing WBC to disclose the identity of anyone. By using the Website and by accepting these Terms and Conditions of Use, you waive and hold harmless WBC from any claims resulting from any action taken by WBC during or as a result of its investigations or from any actions taken as a consequence of investigations by either WBC or law enforcement authorities.

Modification; Waiver of Terms. The Website and the products, services and programs described in the Website may be changed, eliminated or updated without prior notice. We also may make changes to these Terms and Conditions of Use and any Website-related policies, rules or guidelines at any time in our sole and absolute discretion. Revised terms will be effective when posted to the Website unless otherwise provided by us in the revision. Your continued use of the Website after new Terms and Conditions of Use or any revised policies, rules or guidelines are posted constitutes your agreement to abide by the revised terms. Please review these Terms and Conditions of Use periodically and check the version date for changes.

No waiver of any breach of the Terms and Conditions of Use or the Privacy Policy shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of either the Terms and Conditions of Use or the Privacy Policy, and no waiver of any provision shall be effective unless made in writing and signed by an authorized representative of WBC.

WBC reserves the right to modify or discontinue the Website or a portion or attribute thereof, or the offering of any information, good, content, product or service with or without notice. WBC shall not be liable to you or any third party should WBC exercise its right to modify or discontinue the Website or part of it.

Florida Law. This Website is created and maintained in the State of Florida, USA. As such, the laws of the State of Florida govern these Terms and Conditions of Use without giving effect to any principles of conflicts of laws that would allow for the law of any other jurisdiction to be applied. In the event of any dispute relating to the Website, you consent to the personal jurisdiction of courts (state and federal) sitting in the State of Florida, acknowledge that venue is only proper in the courts in Lee County, Florida and waive any objection you may have in the future with respect to any of the foregoing. Any claim or action that any party may have arising from or related to use of the Website must be filed within one (1) year after the claim or cause of action arises. Any claim or action not filed within such time will be forever barred.

Use of the Website is not authorized in any jurisdiction that does not give full effect to all provisions of these T