Terms and Conditions

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Terms of Use

Please read these Terms of Use ("Terms") carefully before using the Sedgeley Club website (the "Website"). If you have any questions or concerns regarding these Terms, please contact us at info@sedgeleyclub.org

These Terms govern your use of the Website. These Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Sedgeley Club, concerning your access to and use of the Website. You agree that by accessing the Website, you have read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE WEBSITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Acceptance of Terms

By accessing or using the Website, you affirm that you are at least 18 years old and capable of entering into a binding agreement. If you are accessing the Website on behalf of a company or organization, you represent and warrant that you have the authority to bind such entity to these Terms.

Intellectual Property 

The content, features, and functionality of the Website, including but not limited to text, graphics, logos, images, audio clips, video clips, and software, are owned by or licensed to us and are protected by copyright, trademark, and other intellectual property laws. You may not modify, reproduce, distribute, transmit, display, perform, publish, license, create derivative works from, or sell any content or materials obtained from the Website.

Account Registration

Some features of the Website may require you to create an account. When creating an account, you must provide accurate and complete information. You are responsible for maintaining the confidentiality of your account credentials and are solely responsible for any activities that occur under your account. You must notify us immediately of any unauthorized use or suspected security breach of your account.

Third-Party Links

The Website may contain links to third-party websites or services that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You access and use such third-party websites or services at your own risk.

User Conduct 

You agree to use the Website in a manner consistent with all applicable laws and regulations and in accordance with these Terms. You are solely responsible for any content or information you submit, post, or display on the Website, and you must ensure that such content does not violate the rights of others, including intellectual property rights, privacy rights, or any applicable laws.

Prohibited Uses

You may not access or use the Website for any purpose other than that for which we make the Website available. The Website may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. 

The following is a list of prohibited uses of this Website:  

• resell or commercially use this Website or its contents;

• use any false or inaccurate information for purposes of establishing an account with us;

• provide any information or take any other action with the purpose of establishing an account with us;

• harvest or otherwise collect information about others, including e-mail addresses, without their consent;

• collect or otherwise use any data located on the Website for litigation or legislative purposes;

• take any action that imposes an unreasonable or disproportionately large load on the Website’s infrastructure:

• use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on this Website;

• allow any other person or entity to use your identifying information;

• attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Website

• use the Website in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);

• send, knowingly receive, upload, download, use, or re-use any material that is illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights or otherwise injurious to third parties or objectionable;

• impersonate or attempt to impersonate Sedgeley Club, a Sedgeley Club representative, another User, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);

• engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us in our sole discretion, may harm Sedgeley Club or users of the Website or expose them to liability.

• You further agree not to violate or attempt to violate the security of the Website, including, without 

limitation, actions such as:

• accessing data not intended for you or logging into a server or account that you are not authorized to access;

• attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;

• attempting to interfere with service to any User, host or network, including, without limitation, by way of submitting a virus to or overloading, using any type of spyware or redirecting software, “flooding,” “spamming,” “mailbombing” or “crashing” the Website;

• forcing the placement of cookies;

• sending unsolicited e-mail, including promotions and/or advertising of products or services; or

• forging any TCP/IP packet header or any part of the header information in any e-mail or posting.

This Website or any portion of this Website may not be reproduced, duplicated, copied, sold, resold, visited or otherwise exploited for any commercial purpose without our express written consent. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Sedgeley Club without express written consent. You may not use any meta tags or any other “hidden text” utilizing Sedgeley Club’s name or Trademarks without our express written consent. Any unauthorized use terminates the permission granted by us. Sedgeley Club reserves the right to terminate, block or restrict your access to or use of this Website for any breach or violation of any term(s) of the Terms of Use, solely at Sedgeley Club’s discretion and solely using Sedgeley Club’s judgment.

Disclaimer of warranties and limitation of liability

THIS WEBSITE IS PROVIDED BY SEDGELEY CLUB ON AN “AS IS” AND “AS AVAILABLE” BASIS. SEDGELEY CLUB MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS WEBSITE OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THIS WEBSITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, SEDGELEY CLUB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SEDGELEY CLUB DOES NOT WARRANT THAT THIS WEBSITE, ITS SERVERS OR E-MAIL SENT FROM SEDGELEY CLUB ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SEDGELEY CLUB WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS WEBSITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Indemnity 

You agree to indemnify and hold Sedgeley Club its representatives, affiliates, officers, employees and agents harmless from any and all losses (including, but not limited to, attorney fees) resulting from any claims that are asserted against Sedgeley Club or you, that you assert or that you may assert, based on or relating to: your use, of the Website; breach of these Terms of Use; any breach of your representations and warranties set forth in these Terms of Use; your violation of rights of a third party, including but not limited to intellectual property rights; or any over harmful act toward any other user of the Website with whom you connected via the Website. 

You further agree to indemnify and hold Sedgeley Club and its representatives, affiliates, officers, employees and agents harmless from any and all losses resulting from claims of third parties, including, but not limited to, attorney fees, that result in whole or in part from violations by you of any of the provisions of the Terms of Use.

Governing law

These Terms of Use and your use of the Website will be governed by the laws of the Commonwealth of Pennsylvania. All disputes under this Terms of Use shall be resolved by litigation in the courts of the Commonwealth of Pennsylvania including the federal courts thereof and you consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to you. You hereby consent and submit to the personal jurisdiction of such courts. 

Dispute Resolution

If the Parties to a dispute are unable to resolve the dispute through informal negotiations, the dispute (except those disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the American Arbitration Association (AAA) Website. Your arbitration fees and your share of the arbitrator’s compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will decide in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Philadelphia County, Pennsylvania. Except as otherwise provide herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. 

If for any reason a dispute proceeds in court rather than in arbitration, the dispute shall be commenced or prosecuted in the state and federal courts located in Philadelphia County, Pennsylvania, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any dispute falling within that portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction with the courts listed for jurisdiction above, and the parties agrees to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the dispute between the parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. 

Exceptions to Arbitration

The Parties agree that the following disputes are not subject to the above provisions concerning binding arbitration: (a) any disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a party; (b) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any dispute falling within the portion of this provision found to be illegal or unenforceable and such dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court. 

Interpretation

If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions. These Terms of Use state the entire agreement between the parties relating to use of the Website. The Terms of Use may not be amended except as provided above.

Survivability

The intellectual property rights set forth in this Terms of Use, and any other provisions that by their sense and context are intended to have survive, shall survive the termination of permissions granted by the Terms of Use. 

Assignability 

The permissions and obligations granted by the Terms of Use is personal to you and may not be assigned to any third party or person.

Changes to the Terms

We reserve the right to modify or revise these Terms at any time without prior notice. Your continued use of the Website after any such changes constitutes your acceptance of the revised Terms.