Offline Society Terms and Conditions

Last Modified: December 15, 2016

For Offline Society Internet Sites and Members

There is a lot of legal information below that’s important. To help you clearly understand how the Offline Society works both online and offline, we’ve distilled some of the main points here:

Membership

Membership in the Offline Society is open to all people in every color, shape and size. We just need critical masses of certain age groups, sexual orientations and locations before we can start offering events to everyone.

Event attendance and participation in the “guestlist curation” feature are currently open to romantically unattached men and women in the greater Washington area who are between the ages of 22-36 and romantically interested in the opposite gender.

We are actively recruiting all other ages, sexual orientations to sign up on our waitlist here. When we reach a critical mass of users in new groups, we can launch events. So tell your friends to sign up for the waitlist too.

Becoming a Member

• By becoming a member of the Offline Society, you are certifying that your romantic relationship status is single.

• It’s free to become a member of the Offline Society.

• Most of our events have a ticket price, which is reasonable and discounted for members.

• We ask you to join the Offline Society and login via your Facebook account for good reasons. What we’re doing is inherently social and very personal, so knowing more about your interests, friend networks, etc. helps us create a better Offline Society experience for you. Right now, we’re only accessing information that’s already publicly available.

• You will also need to fill out other fields such your sexual orientation and date of birth.

Curating Your Events

• Once you join, we take certain information to create your profile, including your first name, age, profile picture, interests, and answers to any personality-based questions

• Your profile is now visible to other users on the platform.

• Your guestlist is a cumulative list of all the users you’ve indicated you’d like to meet.

• We will send you profiles of potential matches. Imagine yourself bumping into them in real life. If you think there could be a spark, add them to your guestlist. If you have no interest in meeting them, say no.

• Invitation lists for events are put together with algorithm using combination of mutual matches, guestlist inclusions and other factors to create mix of high-match potential attendees.

• We may disclose to other users when you add them to your guestlist and may notify users that you’ve added to your guestlist that you’re invited to or attending an Offline Society event.

• There is currently no direct communication mechanism on the platform because we want you to talk to each other at events - offline.

Events

• If they meet active membership qualifications, nonmembers can come to one event before joining as an official member at offlinesociety.com.

• By purchasing tickets for our event and/or by attending, you agree to all Terms and Conditions.

• Event tickets are refundable up to 7 days in advance of the event by emailing us at info@offlinesociety.com to request refund.

• We may make attendee lists publicly available.

• We do not typically conduct background checks on our members, so be aware and proceed at your own risk.

• We reserve right to remove someone from our Platform and Events without refund.

• By attending event, photo will be taken and we can use images of you and your likeness for commercial purposes.

• In order to build a better experience for you and to connect you with potential matches, after the event, we may ask you about other users you encountered at event and ask them about you.

• If there is interest, we may connect you with other users.

Referrals

• We’re social and encourage friends to spread the word, and we offer members Offline Society event credit as a thank you. To receive the event credit, the existing user’s name must be entered in the “how did you hear about us?” field when new user signs up.

• Within 30 days, we will send event credit to both users.

Email us at info@offlinesociety.com with any questions.

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The Offline Society, Inc., (“Offline Society”) requires that all the visitors to our site(s) on the Internet (collectively, the “Site”)all members of the Offline Society (“Member”) or other non Member users (“Users”) of the Site or of Offline Society’s services, events, features content or applications (the “Services”) adhere to the following terms and conditions. By accessing the Site, and/or becoming a Member or otherwise using the Services you indicate your acknowledgment and acceptance of these Terms and Conditions.

These Terms and Conditions also govern your rights, responsibilities and obligations as a Member of Offline Society.

Certain Services provided by Offline Society may be subject to additional terms and conditions specified by us from time to time and which will be made available to you on the Site or made available to you by email or otherwise presented to you. Your use of any such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Conditions by this reference. Offline Society may offer additional Services or revise existing Services, at our discretion, and these Terms and Conditions will apply to all additional or revised Services without further action by Offline Society.

Offline Society reserves the right to do any of the following at any time and will not be liable to you or any third party for doing so: (i) terminate offering any of the Services; (ii) implement or modify fees or charges for Membership or Services; or (iii) change, eliminate or add the content and definition of Membership, including any content on the Site.

These Terms and Conditions apply to all users of the Membership Offline Society Services, whether a Member or User, including, without limitation, Members and Users who are attendees of events, users of content, information, and other materials or services, registered or otherwise.

CAREFULLY READ THESE TERMS AND CONDITIONS BEFORE YOU PARTICIPATE IN THE OFFLINE SOCIETY SERVICES.

BY VISITING THE OFFLINE SOCIETY WEBSITE AND/OR PARTICIPATING IN THE SERVICES YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT CLICK THE BUTTON OR ICON AND YOU WILL NOT BE PERMITTED TO ACCESS AND/OR USE THE SERVICES.

MEMBERSHIP

To get the most benefit from the Offline Society, you may submit a membership submission on the Site.

To become a Member you, and must meet the eligibility requirement set forth in these Terms and Conditions. Submitting an application does not guarantee acceptance as a Member, and applicants for Membership can be denied acceptance for any legally valid reason in Offline Society’s sole discretion. When and if you apply to become a Member, you agree to provide accurate, current and complete information about yourself as prompted by our Membership application. Each Member is responsible for informing the Offline Society in writing if any of the Member’s current information or dating preferences change. You agree that we may rely on your profile and profile photos as accurate, current and complete. You acknowledge that if your profile is untrue, inaccurate, not current or incomplete in any respect, we reserve the right to terminate your Membership.

Potential members and Members are prohibited from: (i) selecting or using a membership name of another person with the intent to impersonate that person; (ii) providing false or misleading information in their membership registration.

To ensure a high quality Member experience, there are rules that govern Membership and which are set forth in these Terms and Conditions.

Each Member is solely responsible for the activity that occurs on their Membership. You may never use another person's user account or registration information without permission. You must notify us immediately of any breach of security or unauthorized use of your Membership. You shall have the ability to terminate your Membership in accordance with these Terms and Conditions by emailing info@offlinesociety.com.

MEMBERSHIP ELIGIBILITY

At the Offline Society, we are committed to ensuring an excellent Membership experience. Accordingly, we have established the following eligibility standards, which all Members must meet:

• Suggested Age Range. You must be between the ages of 22 and 36 years old to register as a Member and/or to use the Offline Society Services and you hereby represent and warrant that you are at least 22 years old and no more than 36 years old.

• Sexual Orientation: Active participation in the Services is limited to people interested in the opposite sex until we build a critical mass of other orientations through our waitlist.

• Criminal History. By registering as a Member, and/or using the Services, you represent and warrant that you have never been convicted of a felony and are not required to register as a sex offender with any government entity anywhere in the world. Offline Society reserves the right to conduct a criminal background check, at any time, and use available public records, to confirm your compliance with this subsection and you hereby consent to such background check. OFFLINE SOCIETY IS NOT RESPONSIBLE OR OBLIGATED TO CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS MEMBERS AND CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS MEMBERS.

• Bona Fide Purposes Only. You represent and warrant that you are becoming a Member in the Offline Society, and will use the Site and all Services, solely for bona fide social networking and dating purposes and not for any other purpose.

• Relationship Status. Membership in the Offline Society is currently only available to legally single, non-married persons.

MEMBERSHIP FEES

Members may elect to be charged a monthly fee to maintain their Membership with the Offline Society (the “Membership Dues”). We also offer certain Services, including events, that Members may be required to pay additional fees to access (“Membership Service Fees” and collectively with Membership Dues, the “Membership Fees”). In all cases, the applicable Membership Fees are optional will be communicated to you on the Site or in another communication to you.

If you become a Member or you purchase any Services that require a Membership Service Fee, you agree to Offline Society and/or Offline Society’s third party payment processor storing your payment card information and to the terms, conditions and privacy policies of the payment processor in addition to these Terms and Conditions. You also agree to pay the applicable Membership Fees for the Membership and/or Services as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts.

If you choose to cancel your Membership as set out in these Terms and Conditions below, your obligation to pay Membership Fees continues through the end of the then-current Membership Period. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE FULLY LIABLE FOR ALL FEES AND CHARGES MADE THROUGH YOUR ACCOUNT.

All Membership subscriptions are offered for a monthly period (“Membership Term”) unless specifically noted otherwise. Membership Terms are automatically renewed at the then current non-promotional rate as set forth in these Terms and Conditions below.

When you subscribe for a Membership and/or sign up for a Membership Service with a related Membership Service Fee, you hereby authorize Offline Society and/or Offline Society’s third party payment processor to charge your payment card for the applicable Membership Fees. Offline Society and/or Offline Society’s third party payment processor will charge your payment card for the amount of the Membership Fees immediately when you register. If you choose to pay the Membership Dues on a monthly basis, you authorize Offline Society and/or Offline Society’s third party payment processor to charge the payment method you provided to us for the monthly Membership Dues every month until the expiration of your Membership Term, subject to earlier termination and/or renewal as set forth in these Terms and Conditions.

MEMBERSHIP STANDARDS OF ETIQUETTE

As a condition of becoming a Member (and maintaining Membership) or using the Services, whether as a Member or a User, you promise not to use your Membership and/or the Services for any purpose that is prohibited by these Terms and Conditions. You are responsible for all of your activity in connection with being a Member and the Services. These rules govern all aspects of your Membership and interaction within Offline Society, its employees, Members, prospective Members, Users and any other parties you come across at an event or otherwise related to Offline Society.

CONTENT RELATED RULES AND ETIQUETTE

As a Member and/or User, you will have access to information, text, images, data, links, and other material, created by Offline Society or provided by users or other third party for display on the Site or otherwise available to you as a result of your Membership, and viewed on–line, printed by you or delivered off-line by Offline Society (the “Content”). For purposes of these Terms and Conditions, “Content” does not include the information or content you post through the Site and/or Services. All Content is the property of Offline Society and/or its 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. Subject to the terms and conditions of these Terms and Conditions and any additional terms and conditions, Offline Society hereby grants to you a limited, non-transferable, non-exclusive, non-sublicensable, revocable, right and license to access and use the Content as permitted in this Section titled “Content Related Etiquette”.

You may view, copy, download, and print Content, subject to the following conditions: (i) the Content may be used solely for your personal purposes; (ii) no part of the Site, Services or Content may be reproduced, transmitted or otherwise distributed in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose without the prior written consent of Offline Society; and (iii) copyright, trademark, and other proprietary notices may not be removed from any Content or other materials obtained from the Site and/or Services.

You shall not: (i) modify, adapt or create derivative works based on the Site, Services or Content; (ii) create Internet “links” to or from the Site, or “frame” or “mirror” any Content; (iii) disassemble, decipher, reverse engineer, or decompile the Services or Content, except to the limited extent applicable laws specifically prohibit such restriction; or (iv) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.

As a Member or User, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Services, including without limitation any Content, that:

• infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;

• you know is false, misleading, untruthful or inaccurate;

• sells or promotes controlled pharmaceutical substances, tobacco, fire arms, or alcoholic beverages;

• promotes, solicits or participates in gambling or similar activity;

• sells or promotes any products or services;

• posts or discloses any personally identifying information or private information about children or any third parties without their consent (or their parent's consent in case of a child under 18 years of age);

• displays material that exploits children under 18 years of age;

• harasses, embarrasses or causes distress or discomfort upon another participant, user, Offline Society employee or representative, or other individual or entity, or publicize any of the information you obtain through the Services

• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation or is otherwise inappropriate as determined by us in our sole discretion;

• constitutes unauthorized or unsolicited advertising, junk or bulk e-mail;

• contains software viruses, time-bombs, cancelbots, Trojan horses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;

• Impersonates any person or entity, including any of our employees or representatives or misrepresent affiliation, connection or association with any person or entity;

• includes anyone's identification documents or sensitive financial information.

• posts or transmits any unsolicited advertising, promotional materials, or any other forms of solicitation on our bulletin boards, including without limitation solicitations of credit card numbers, solicitations for sponsors, or promotion of raffles or contests;

• intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law while using or accessing the Site or in connection with Your use of the Site, in any manner; or

• suggests, elicits, or encourages any illegal activity.

You shall not:

• take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers') infrastructure;

• interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;

• bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Site or Services (or other accounts, computer systems or networks connected to the Site);

• run any form of auto-responder or “spam” on the Site;

• use manual or automated software, devices, or other processes to “crawl” or "spider" any page of the Site;

• harvest or scrape any Content from the Site; or

• otherwise take any action in violation of our guidelines and policies.

We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to

• satisfy any applicable law, regulation, legal process or governmental request,

• enforce these Terms and Conditions, including investigation of potential violations hereof,

• detect, prevent, or otherwise address fraud, security or technical issues,

• respond to user support requests, or

• protect the rights, property or safety of our users, the public and us.

You are solely responsible for, and assume all liability regarding (i) the information and Content you contribute, post, transmit, display publish, or otherwise make available (“post”) through the Site and/or Services, including, without limitation, your profile information.

You will not provide inaccurate, misleading or false information to Offline Society or to any other Member or User. If information provided to Offline Society or another Member or User subsequently becomes inaccurate, misleading or false, you will promptly notify Offline Society of such change and you will update the information in your profile and other place containing the inaccurate, false or misleading information on our Services.

We reserve the right, but have no obligation, to monitor the Content or other information or content you post or other dissemeninate through the Site and/or Services and we assume no responsibility or liability relating to any such Content or information. Notwithstanding the above, we have the right, and may from time to time, monitor the Content or information on the Site or otherwise available through the Services and decline to accept or remove any such information or material or prohibit its further use that in our sole opinion violates, or may violate, any applicable law or either the letter or spirit of these Terms and Conditions or upon the request of any third party.

Except as expressly set forth in these Terms and Conditions or other written agreement between you and Offline Society, no license or other right in or to the Site, Services or Content are granted to you, by implication, estoppel, or otherwise, and all such licenses and rights are hereby reserved.

USE OF CONTENT AND MATERIALS

You hereby grant to Offline Society a royalty-free, worldwide, irrevocable, perpetual license to use or incorporate (including for promotional purposes) any suggestions, ideas, enhancement requests, feedback, recommendations or other information you provide relating to the Site, Services and/or Content.

You hereby grant, and represent and warrant that you have the right to grant, to Offline Society and its affiliates a non-exclusive, fully-paid, royalty-free, worldwide license to use, disclose, reproduce and distribute any information or content (including but not limited to photos, videos, and images) you post through the Site and/or Services solely for the following purposes (i) to provide your profile information (which include your name) to other users of Offline Society, (ii) to perform the Services and communicate with you regarding those Services, (iii) to provide direct marketing to you and (iv) to provide aggregated, non-personally identifiable information regarding our client base to third parties, subject in all respects to our Privacy Policy.

We may use information you post on or in connection with the Site or Services in accordance with our Privacy Policy, as available on our Site from time to time. By using the Services or accessing the Site, you are consenting to the terms of our Privacy Policy. Our Privacy Policy, as in effect from time to time, shall be deemed a part of these Terms and Conditions.

You acknowledge that Offline Society may invite you to participate in a professional photography or video session and that you may be invited to events at which Offline Society or a third party may take photographs or video or other form of recording (each such photography session or event, an “Offline Society Event”) and you may choose to participate in such Offline Society Events. For good and valuable consideration, receipt and sufficiency of which is acknowledged, you hereby grant to Offline Society and its designees a worldwide, non-exclusive, sublicensable (through multiple tiers) transferable, fully paid-up, royalty-free, perpetual, irrevocable right to photograph, use, reproduce, modify, edit, alter, rearrange, prepare derivative works from, distribute, publicly display, publicly perform, digitally perform, and publish my name, voice, likeness, appearance, image, and/or biographical information (collectively, the “Material”) in any media now known or hereafter developed (including, but not limited to the Site), for any purpose whatsoever including, but not limited to, promotional, advertising, and other commercial purposes, without limitation as to frequency. You understand and agree that you do not have the right to any compensation or reimbursement from Offline Society in connection with the Material. You waive any rights that you may have to inspect or approve Offline Society’s use of the Material and any advertising copy or other material that may be used in connection therewith, or the use to which it may be applied. You expressly acknowledge that Offline Society has no obligation to use the Material. You hereby unconditionally release Offline Society, and its employees, directors, officers, agents, successors, licensees and assigns (the “Released Parties”), from any and all claims, demands, disputes, suits and causes of action, damages, obligations and liabilities, including but not limited to claims for defamation, invasion of privacy, misappropriation of publicity rights, and copyright infringement, which you now have, have ever had or may hereafter have against the Released Parties relating in any way to the Materials or use thereof.

TRANSMISSION OF MESSAGES AND PERSONAL DATA

Members and Users acknowledge and agree that by providing Offline Society with any personal or proprietary user information through the Site or through other means, including, but not limited to Content, such Member or User hereby consents to the transmission of such personal or proprietary user information over international borders as necessary for processing in accordance with Offline Society’s standard business practices.

User should be aware that Linked Sites (as defined below) might contain transmission of personal data provisions that differ from the provisions provided herein. Offline Society is not responsible for such provisions, and expressly disclaims any and all liability related to such provisions.

Offline Society may offer various forums for user-to-user communications, such as events, chatting services, forums, message boards, recommendation engine, and other forms of user-to-user communications available on the Site where you can post your observations and comments on certain topics and/or communicate with individual Members. Offline Society also enables sharing of information by allowing users to post updates, including links to other websites and other information and other content to their profile and other parts of the Site. Offline Society may close or transfer, or remove user-generated content from the Site if the content violates this Agreement or any third-party rights. Please note that ideas you post and information you share may be seen and used by other users, and Offline Society cannot guarantee that other users will not use the ideas and information that you share on or through the Site or Services. Therefore, if you have an idea or information that you would like to keep confidential and/or do not want others to use, or that is subject to third-party rights that may be infringed by your sharing it, do not post it to the Site. OFFLINE SOCIETY IS NOT RESPONSIBLE FOR A MEMBER OR USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST IN ANY OFFLINE SOCIETY FORUM. OFFLINE SOCIETY IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES OR TRANSMISSION OF ANY OTHER USER-GENERATED CONTENT SENT THROUGH OFFLINE SOCIETY TO ANYONE OR POSTED PUBLICLY.

GENERAL MEMBER ETIQUETE

As a Member or User, we hold you to high social standards of etiquette and moral character. While using the Services or interacting with Members or non Members in any capacity, you shall not (and shall not permit any third party to) either (a) take any action that:

• you know is false, misleading, untruthful or inaccurate;

• sells or promotes controlled pharmaceutical substances, tobacco, fire arms, or alcoholic beverages;

• promotes, solicits or participates in gambling or similar activity;

• harasses, embarrasses or causes distress or discomfort upon another participant, user, Offline Society employee or representative, or other individual or entity

• publicize any of the information you obtain through the Services

• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation or is otherwise inappropriate as determined by us in our sole discretion;

• uses access to Members, Users and/or Services for commercial purposes

Members and Users are expected to maintain a high standard of conduct, in particular relating to moderate alcohol consumption. Excessive intoxication will not be tolerated and may be grounds for termination of Membership and access to Services without refund or compensation.

ENJOY OUR SERVICES RESPONSIBLY

While we strive to maintain a safe environment for our Members and Users, you assume all risk when using the Site and/or Services, including but not limited to, all of the risks associated with any online or offline interactions with others including Members and Users, including dating and attending any Offline Society events or any other events sponsored by Offline Society in connection with Membership and the Services. You agree to take all necessary precautions when meeting individuals through the Site and/or Services. Offline Society makes no guarantees, either express or implied, regarding the individuals you meet through the Site and/or Services (including Members), the accuracy or completeness of the information they provide, the conduct of such individuals or the manner in which such individuals may use or misuse the information you provide.

Please enjoy the Services safely and responsibly. If a Member or User behaves in a manner that makes you feel uncomfortable of unsafe or otherwise you believe is not in line with the high standards of etiquette expected by Offline Society’s Membership, please email us at info@offlinesociety.com

REFERRAL PROGRAM

We strongly encourage our Members to share their experiences with others by referring new members to Offline Society. To express our appreciation for your referrals, we have established a referral program in accordance with the terms below.

A “Qualified Referral” is defined as a completed new Membership purchase made at www.offlinesociety.com or by another method offered by Offline Society by a person (a “Referred Member”) who arrives to the Site by clicking your Referral program link or otherwise indicating you referred them at the time they submitted their Membership application.Referrals

The Referred Member and the Referrer cannot be the same person. The Referred Member must have a different email address, different first and last name, and different billing information from the Referrer.

Bonuses may only be used as credits towards Offline Society Membership Dues or Membership Service Fees. As a Referrer, you are responsible for any and all tax liability resulting from Referral Bonuses.

To be an eligible Referrer, you must be an individual who is a Member in good standing with Offline Society. The Referral Program cannot be used by businesses for affiliate lead generation.

While we appreciate enthusiastic Members looking to generate referrals, in doing so, you must comply with all up-to-date “SPAM” laws. For example, emails must be created and distributed in a personal manner and bulk email distribution is strongly discouraged. Any distribution of your referral link that could constitute unsolicited commercial email or "spam" under any applicable law or regulation is expressly prohibited and will be grounds for immediate termination of your account and exclusion from Offline Society’s Referral program.

Offline Society reserves the right to cancel or modify the Referral Program at any time in its sole discretion. Any unclaimed referral rewards will be forfeited at that time, in Offline Society’s sole discretion.

VIOLATIONS OF TERMS AND CONDITIONS

Offline Society reserves the right to seek all remedies available at law and in equity for violations of these Terms and Conditions including without limitation the Standards of Membership Etiquette, including the right to modify or delete content on the Site, terminate or restrict membership and block access from a particular Internet address to the Site.

TERMINATION OF MEMBERSHIP

We may suspend or terminate your Membership and access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. Any fees paid hereunder are non-refundable. All provisions of these Terms of Conditions that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

If we terminate or suspend your Membership for a reason other than breach or suspected breach of these Terms and Conditions by you (as determined in our sole discretion), we will refund you on a pro-rata basis for any pre-paid, unused months remaining in your Membership Term. You agree that if we suspend or terminate your membership or your use of our Services for any breach or suspected breach of these Terms and Conditions by you (as determined in our sole discretion), we will have no liability to you and we will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.

You may terminate these Terms and Conditions (except for provisions which service termination) and your Services, for any reason or no reason at all, by utilizing the “deactivate” feature on offlinesociety.com or by providing a written notice to Offline Society at info@offlinesociety.com. If you are signed up on a paid Membership plan, your membership will terminate effective ten (10) days from the notice date, provided however, that you will not receive any refunds of any fees paid to Offline Society, and, if you have elected for the monthly payment option, you will remain obligated to pay the monthly fees for the remainder of the Membership Period during which such termination becomes effective.

ACCESS TO PASSWORD PROTECTED/SECURE AREAS

Access to and use of password protected and/or secure areas of the Site is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.

Your right to use the Site and Services is limited in scope, revocable, personal, non-transferable and non-exclusive. Provided that you comply at all times with the terms of these Terms and Conditions, any additional terms and conditions, and subject to the limitations set forth herein, Offline Society will provide you with access to the Site and Services for the duration of the Membership Term. You are responsible for obtaining any equipment (including transportation) and Internet service necessary to access the Site and Services. Offline Society will provide you with a login identifier and a password (“Membership Credentials”). You shall be solely responsible for protecting Membership Credentials from unauthorized use, and you are solely responsible for all activity that occurs under those Membership Credentials. You may not authorize others to use your Membership Credentials, and you may not assign or otherwise transfer your Membership Credentials to any person or entity. You agree to notify us immediately if you believe that any of your Membership Credentials has been or may be used without your permission so that appropriate action can be taken. We shall not be responsible for any loss or damage caused by, or expense incurred by you as a result of, your failure to safeguard your Membership Credentials. You agree to request for only one Membership Credentials and to create only one unique profile. In addition, your use of the Site and/or Services must be for bona fide relationship seeking or social networking purposes only and not for any other purpose, including without limitation, advertising, marketing, solicitation, research, reporting, generation of databases, or harassment.

CONFIDENTIALITY OF MEMBER COMMUNICATIONS

Except as required by law and in accordance with the Offline Society Privacy Policy, Offline Society will maintain the confidentiality of all user communications which contain personal user information and which are transmitted directly to Offline Society. Postings by a user on any profile or message board or in any chat room or communications between any Members or Users of Offline Society will not be protected as confidential and Offline Society may use and provide information contained in any such postings (including any ideas, concepts, know-how or other intellectual property) to any of its parent company, subsidiaries and affiliates for any purpose whatsoever and as deemed appropriate by Offline Society.

Members and Users should be aware that Linked Sites might contain confidentiality provisions that differ from the provisions provided herein. Offline Society is not responsible for such provisions, and expressly disclaims any and all liability related to such provisions.

YOUR CONTACT WITH PARTNERS

Your dealings or correspondence with, or participation in promotions of, partners found on or through the Site or Services (including, without limitation, payment and delivery of related products or services, and any other terms, conditions, representations or warranties associated with such dealings or correspondence) are solely between you and such partners. Offline Society makes no representations or warranties with respect to any advertising content of, or any products or services that may be obtained from, such advertisers. You agree that Offline Society will not be responsible or liable with respect to any loss or damage of any kind incurred as a result of: (a) any such dealings or correspondence between you and such partners, (b) content, products or services of such partners, or (c) the presence of such partners on the Site or at the Services.

NO WARRANTIES

IT IS YOUR RESONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY CONTENT ON THE SITE OR OTHERWISE OBTAINED THROUGH THE SERVICES.

ALL CONTENT, PRODUCTS, AND SERVICES ON THE SITE, OR OBTAINED FROM A WEBSITE TO WHICH THE SITE IS LINKED (A “LINKED SITE”) ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY.

OFFLINE SOCIETY DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR (A) THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE THROUGH THE SITE OR OTHERWISE IN CONNECTION WITH MEMBERSHIP BY ANY PARTY OTHER THAN OFFLINE SOCIETY, (B) ANY CONTENT PROVIDED ON LINKED SITES OR (C) THE CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE. OFFLINE SOCIETY DOES NOT GUARANTEE AND IS NOT RESPONSIBLE TO CORRECT ANY DEFECTS OR ERRORS.

OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER PROTECTION LAW, UNDER NO CIRCUMSTANCE WILL OFFLINE SOCIETY NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE OR THAT THE SITE AND ANY CONTENT OR SOFTWARE AVAILABLE THROUGH OFFLINE SOCIETY WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONTENTS.

OFFLINE SOCIETY DOES NOT GUARANTEE THAT THE RESULT OF OUR MEMBERSHIP WILL MEET YOUR REQUIREMENTS. YOUR MEMBERSHIP AND USE OF THE SITE AND SERVICES IS SOLELY AT YOUR OWN RISK.

SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

WARRANTY DISCLAIMER

Offline Society has no special relationship with or fiduciary duty to you. You acknowledge that we have no control over, and no duty to take any action regarding: (i) which users gain access to Membership; (ii) what Content you access or who you meet or interact with via the Services; (iii) what effects the Services and/or any content related thereto may have on you; (iv) how you may interpret or use the Services and any experiences, actions or interactions that might derive from the Services; or (v) what actions you may take as a result of having been exposed to the Services and/or any Content related thereto.

You release us from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites or physical venues containing, information that some people may find offensive or inappropriate. We make no representations concerning any Content contained in or accessed through the Services, and it will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services.

You release us from all liability relating to your connections and relationships with other Members or Users. You understand that we do not, inquire into the backgrounds of users or attempt to verify their backgrounds or statements. We make no representations or warranties as to the conduct of Members or Users or the veracity of any information users provide. While we establish rules to govern Member and User conduct, we cannot guarantee that they will be followed or enforced. In no event shall we be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the Services, including, without limitation, bodily injury, emotional distress, and any damages resulting in any way from communications or meetings with users or persons you may otherwise meet through the Services. As such, you agree to take reasonable precautions and exercise the utmost personal care in all interactions with any individual you come into contact with through the Services, particularly if you decide to meet such individuals in person. For example, you should not, under any circumstances, provide your financial information (e.g., credit card or bank account numbers) to other individuals.

LIMITATION OF LIABILITY

(a) IN NO EVENT SHALL OFFLINE SOCIETY, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONCENT PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE, SERVICES, EVENTS CONTENT, OR ANY INFORMATION OR MATERIAL POSTED BY USERS, OR MEMBERS, THE OFFLINECARD, OFFLINE SOCIETY OFFERS, OR ANY THIRD PARTY PRODUCTS OR SERVICES WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

(b) IN NO EVENT SHALL OFFLINE SOCIETY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED (I) IF YOU ARE A PAYING SUBSCRIBER, THE AMOUNTS PAID BY YOU TO OFFLINE SOCIETY IN THE TWELVE (12) MONTHS PRECEDING ANY CLAIM, OR (II) IF YOU ARE NOT A MEMBER, ONE HUNDRED ($100) U.S. DOLLARS. THIS LIMITATION IS CUMULATIVE AND NOT PER CLAIM.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, Membership, the Site, Content, Services or otherwise from your Content, violation of these Terms and Conditions, or infringement by you, or any third party using your account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

COPYRIGHT/TRADEMARKS

The trademarks, logos and service marks (“Marks”) displayed on the Site are the property of Offline Society and other parties. Members and Users are prohibited from using any Marks for any purpose including, but not limited to use as metatags on other pages or sites on the Internet without the written permission of Offline Society or such third party, which may own the Marks. All Content is protected by copyright. Users are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works or using any Content available on or through the Site for commercial or public purposes.

HYPERLINKING

This site may provide a link to other sites by allowing the user to leave this site to access third-party material or by bringing the third-party material into this site via "inverse" hyperlinks and framing technology. Offline Society has no discretion to alter, update, or control the content on a linked site. The fact that Offline Society has provided a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners, or its providers. There are inherent risks in relying upon using, or retrieving any information found on the Internet, and offline society urges you to make sure you understand these risks before relying upon, using, or retrieving any such information on a linked site.

LINKED INTERNET SITES

Offline Society prohibits caching, unauthorized hypertext links to the Site and the framing of any Content available through the Site. Offline Society reserves the right to disable any unauthorized links or frames and specifically disclaims any responsibility for the Content available on any other Internet sites linked to the Site. Access to any other Internet sites linked to the Site is at the user’s own risk. The inclusion of any links to third party sites does not imply any endorsement or association between Offline Society and their operators.

User should be aware that Linked Sites might contain rules and regulations, privacy provisions, confidentiality provisions, transmission of personal data provisions, and other provisions that differ from the provisions provided on the Site. Offline Society is not responsible for such provisions, and expressly disclaims any and all liability related to such provisions. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource

USE OF “COOKIE” FILE FEATURES

Offline Society reserves the right to store information on a user of the Site’s computer in the form of a “cookie” or similar file for purposes of modifying the Site to reflect users' preferences. The Offline Society Internet Privacy Statement provides additional information regarding Offline Society’s use of cookies as well as procedures for disabling cookies.

DIGITAL MILLENNIUM COPYRIGHT ACT - NOTIFICATION TO OFFLINE SOCIETY REGARDING ALLEGED COPYRIGHT INFRINGEMENT

Offline Society has registered an agent with the United States Copyright Office in accordance with the terms of the Digital Millennium Copyright Act (the "Act") and avails itself of the protections under the Act. Offline Society reserves the right to remove any content on the Site, which allegedly infringes another person's copyright. Notices to Offline Society regarding any alleged copyright infringement on the Site should be directed to Offline Society’s General Counsel's Office at info@offlinesociety.com

CHANGES TO TERMS AND CONDITIONS

Offline Society reserves the right in our sole discretion to revise or replace all or any portion of these Terms and Conditions at any time and users are deemed to be apprised of and bound by any changes to these Terms and Conditions. Offline Society will indicate that changes to these Rules and Regulations have been made by updating the date indicated after "Last Modified" at the end of these Terms and Conditions. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes.

ARBITRATION

Offline Society and you agree that any dispute, claim or controversy arising out of or relating in any way to the Site or Membership, user interfaces, these Terms and Conditions and the Privacy Policy, shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that, by agreeing to this Agreement, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Offline Society are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of your Offline Society Membership. Any arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. Unless Offline Society and you agree otherwise, any arbitration hearings will take place in New York. Except as expressly set forth herein, the AAA Rules will govern the payment of all filing, administration and arbitrator fees. YOU AND OFFLINE SOCIETY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Offline Society agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void and in such event, you and Offline Society agree that any dispute, claim or controversy arising out of or relating in any way to the Services, including the Site, user interfaces, these Terms and Conditions and the Privacy Policy, shall be resolved exclusively by a state or federal court located in New York, NY.

MISCELLANEOUS

LAWS AND REGULATIONS

User access to and use of the Site and membership in Offline Society is subject to all applicable international, federal, state and local laws and regulations. To the extent that Membership or the Services are not legal in your jurisdiction, you may not be a Member or use the Services. The Site and/or Services may not be used where prohibited by law. Users of this Site and Members agree to submit to the laws of the State of New York, USA and applicable federal law without regard to conflicts of laws principles.

ENTIRE AGREEMENT AND SEVERABILITY

These Terms and Conditions are the entire agreement between you and the Offline Society with respect to your use of the Site, Membership and the Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us. If any provision of these Terms and Conditions is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms and Conditions will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

FORCE MAJEURE

Offline Society shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

ASSIGNMENT

These Terms and Conditions are personal to you, and are not assignable, transferable or sublicensable by you except with Offline Society’s prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

AGENCY

No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and Conditions and neither party has any authority of any kind to bind the other in any respect.

HEADINGS

The section and paragraph headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.

NOTICES

Unless otherwise specified in these Term and Conditions, all notices under these Terms and Conditions will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to info@offlinesociety.com.

NO WAIVER

The Offline Society’s failure to enforce any part of these Terms and Conditions shall not constitute a waiver of its right to later enforce that or any other part of these Terms and Conditions. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms and Conditions to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.