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Terms and Conditions

YOUR ACCESS TO AND/OR USE OR REGISTRATION FOR USE OF THE WWW.CARRIAGEHOUSEPB.COM WEBSITE (THE “SITE”) AND/OR SIGNING THE CARRIAGE HOUSE CLUB MEMBERSHIP AGREEMENT CONSTITUTES YOUR AGREEMENT WITH AND ACCEPTANCE OF THE TERMS AND CONDITIONS PROVIDED BELOW (THE “TERMS”) GOVERNING USE OF THE SITE.  YOU REPRESENT AND WARRANT THAT YOU ARE OF LEGAL CONTRACTING AGE AND HAVE LEGAL CAPACITY TO CONTRACT.

UNLESS YOU OPT OUT OF ARBITRATION WITHIN THIRTY (30) DAYS AFTER YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURES SPECIFIED IN THE ARBITRATION TERMS PROVIDED IN SECTION XV BELOW, AND EXCEPT FOR CERTAIN TYPES OF CLAIMS DESCRIBED IN SECTION XV BELOW, YOU AGREE THAT ANY AND ALL DISPUTES AND CLAIMS BETWEEN YOU AND CARRIAGE HOUSE CLUB, LLC (“CARRIAGE HOUSE CLUB,” “WE” OR “US”) OR ANY OF ITS AFFILIATES RELATED TO THESE TERMS AND/OR YOUR USE OF THE SITE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION COMMERCIAL ARBITRATION RULES EXCLUSIVELY IN PALM BEACH, FLORIDA, AND YOU HEREBY EXPRESSLY AND IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY CLASS CLAIM AGAINST CARRIAGE HOUSE CLUB OR ANY OF ITS AFFILIATES, INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. 

You acknowledge and agree that these Terms are supported by good and valuable consideration that includes, without limitation, your use of the Site and the electronic acceptance of these Terms has the same force and effect as if physically signed these Terms.  We may modify the Terms as well as discontinue, withdraw, replace or change any content, products or services provided via the Site at any time, and your continued access and use of the Site thereafter constitutes your acceptance of such changes.  IF YOU DO NOT AGREE WITH THE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SITE AND MUST TERMINATE YOUR ACCESS AND USE OF THE SITE IMMEDIATELY.

  1. I. description of the CARRIAGE HOUSE CLUB site

The Site provides information regarding Carriage House Club and its services.  The Carriage House Club is located at 264 and 270 South County Road, Palm Beach, Florida 33480 and is a private dining and social club for members only.  The Carriage House Club is not yet open and is anticipated to open in 2022, subject to obtaining necessary permits and approvals and subject to delays due to weather events or other unforeseen events.  Membership in the Carriage House Club is for individuals only and is by invitation only.  Membership requirements, benefits and terms and conditions are described in the Carriage House Membership Plan, Rules and Regulations and the Membership Agreement which is provided members and member candidates.  Membership is subject to payment of applicable initiation and membership fees and related taxes and other applicable charges as further described in the Carriage House Club Membership Plan, Rules and Rules and Regulation and/or Membership Agreement, as may be amended from time to time.  Use of the Carriage House Club is for recreational purposes only and should not be viewed as an investment.  The Site will provide members who register as users of the site with log-in access to members-only pages within the Site including information resources, event room booking request submission pages, details regarding upcoming events, staff profiles, facility photos and descriptions and club event photos.  The Site may also provide products (collectively, “Products”) for sale via the Site such as apparel, souvenirs and/or other merchandise bearing Carriage House Club branding.  Information obtained via the Site is for your individual use only and may not be further reproduced, published, transmitted or disseminated without our prior written consent.

  1. USE OF THE SITE

You may use the Site only if you are above the legal age of majority (which is age 18 in the State of Florida) and are otherwise capable of entering into a legally binding agreement with us.  Your use of the Site must be in compliance with these Terms and all applicable laws.  As a condition to your use of the Site, you represent, warrant and covenant to Carriage House Club that you will not use the Site for any purpose that is unlawful or prohibited by these Terms.  You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site.  You will not use the Site for the purpose of obtaining information in order to create your own business or site offering the same or substantially the same products and/or services.

By way of example, and not as a limitation, you agree that when using the Site and when submitting any information or content to the Site, you will not:

  • Use a robot, spider or other automated device, process or means to access the Site, or defame, abuse, harass, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
  • Send viruses, corrupted files, or any other similar software or programs that may damage the operation of the Site or third party systems.
  • Send false or misleading information.
  • Send messages that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary authorizations.
  • Conduct or forward surveys, contests, pyramid schemes or chain letters.
  • Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any products, services or other material or content that is provided to or by you via the Site.
  • Restrict or inhibit any other user from using and enjoying the Site.
  • Harvest or otherwise collect information about others, including contact information such as e-mail addresses, for the purpose of building “contact” or “lead” lists.
  • Violate any applicable laws or regulations.

Carriage House Club shall have no obligation to monitor the usage of the Site.  However, Carriage House Club reserves the right to review any communications or submissions directed to the Site and to remove any of same in its sole discretion.

Carriage House Club reserves the right to terminate your access to the Site at any time without notice for any reason whatsoever.  Carriage House Club further reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in its sole discretion.  You may not tamper with the Site, commit unauthorized intrusion into any part of Site or use the Site to intrude into any other site.  Acts of interference, including but not limited to, password cracking, denial-of-service attacks (sending packets with an illegal packet size, UDP flooding, ping-flooding, half-open TCP connection flooding, etc.) are prohibited.  You may not use the Site or its content to send unsolicited e-mail to any recipient that has not specifically made its e-mail available for such purposes.  The forwarding or propagation of chain letters of any type (including charity requests or petitions for signatures) is prohibited.  “Mailbombing” (i.e., flooding the site with large or numerous e-mail messages) is prohibited.

You acknowledge and agree that the Site may be inaccessible or inoperable from time to time due to maintenance, upgrades, hardware or software malfunctions or failures, Internet or other telecommunications issues, system or network congestion, third party attacks or other issues and Carriage House Club shall have no liability with respect thereto.  Materials presented on the Site are subject to limitations on usage, reproduction and/or dissemination.  You are responsible for adhering to such limitations.  The Site is provided by a U.S. entity.  Accessing the Site from outside the United States is done at your own risk and you are solely responsible for compliance with your jurisdiction’s laws.  If you access the Site from outside the United States, you consent to the transmission and/or transfer of data and communications and and/or from you across all applicable international boundaries.

III.        USER ACCOUNT REGISTRATION AND DATA

Members of the Carriage House Club may create a user account for use of the Site, with log-in access to members-only pages within the Site including information resources, event room booking requests submission pages, details regarding upcoming events, staff profiles, facility photos and descriptions and club event photos.  As a condition to creating such a user account, you agree to: (a) create only one account (unless specifically approved by Carriage House Club in writing); (b) provide accurate, truthful, current and complete information for your account; (c) maintain and promptly update your account information and payment method information; (d) maintain the security of your account by not sharing your username or password with others and restricting access to your account and otherwise not permitting third parties to access or use your account; (e) promptly notify us if you discover or otherwise suspect any security breaches relating to your account at:  [email protected]; (f) not sell, transfer or assign your username and password; and (g) accept sole responsibility for all purchases and other transactions or activities that occur under your username and password, whether or not you have authorized the activity, and indemnify Carriage House Club with respect to any claims or other liability arising from or related to any use of your account, whether authorized or unauthorized.  If you purchase any Products via the Site, you authorize Carriage House Club and/or the applicable third party suppliers and their designated payment processors to store and use your payment information and other related information for payment processing and fulfillment purposes.  Carriage House Club reserves the right, exercisable as it determines in its sole and absolute discretion, to suspend, disable or terminate access to your account based on suspected or actual unauthorized use or other violation of these Terms or any of the other agreements, terms and conditions applicable to any Products you purchase or otherwise use via the Site.

 

  1. ONLINE ROOM/EVENT BOOKINGS AND PURCHASES; FEES AND PAYMENTS

 

Requests for reservations for rooms and/or events at the Carriage House Club submitted online shall be subject to the terms and conditions set forth in Site pages related to such requests and other terms and conditions provided in the Carriage House Club Membership Plan, Rules and Regulations and the Membership Agreement, which are incorporated herein by reference.

All purchases of Products via the Site are and shall be subject to these Terms and you agree to comply with these Terms.  By submitting an order for Products via the Site, you agree to purchase and pay for the ordered Products, including all sales tax and other taxes related thereto other than our income taxes.  Payment for Product purchases is required in advance at the time of ordering and shipment of the Products is contingent on our receiving payment in full for the ordered Products. We reserve the right at any time after receipt of your order to accept or decline your order, or any portion thereof, in our sole discretion, even after your receipt of an order confirmation or after your credit card has been charged. Prices reflected in this Site are in U.S. Dollars.  If a Product is listed at an incorrect price, we reserve the right to correct the price and cancel the order for the Product at the incorrect price, and you are required to pay the correct price in order to purchase the Products.

Resale of the Products via any online or physical point of sale or other means is prohibited without the specific prior written permission of Carriage House Club.  Risk of loss and/or damage with regard to all Products purchased by you shall pass to you upon delivery of the Products to the designated carrier FOB the point of shipment.  Insurance for shipment and delivery of the Products is your sole responsibility.  Title to the Products shall not pass to you, and shall remain with Carriage House Club, until such time as the Products have been paid for in full.  You agree to pay any and all prices, fees and other charges due for the Products purchased or otherwise obtained via the Site at the time you order the applicable Product, unless otherwise specified in the applicable Product purchase and payment terms.  All payments shall be made in U.S. Dollars.  In addition, you acknowledge and agree that you shall pay and be solely responsible for payment of and Carriage House Club may charge you for any applicable taxes, duties and other regulatory or governmental charges.  In the event that a governmental authority determines that taxes are due after a sale has been completed, you agree that we may invoice you for such taxes after the sale and you agree to pay same.  All payments are non-refundable unless otherwise expressly stated otherwise in the applicable additional agreements, terms and conditions for the particular Products or as otherwise agreed to by us.  Prices are subject to change at any time, and such changes or modifications shall be posted online on the Site and shall be effective immediately without need for further notice to you.  When placing an order, we will estimate shipping and delivery dates for you based on the availability of your items and the shipping options you choose.

Payment shall be made by credit card via our designated payment processing service provider.  You agree to comply with the terms and conditions of use of such payment processing service provider.  If for any reason Carriage House Club is unable to charge your credit card or other payment method for the full amount owed for purchased Products, or if Carriage House Club receives notification of a chargeback, reversal, payment dispute, or is charged a penalty for any fee it previously charged to your credit card or other payment method, you agree that Carriage House Club may pursue all available lawful remedies in order to obtain payment, including but not limited to, immediate suspension of your account and/or cancellation, without notice to you, of any Product orders.  Carriage House Club also reserves the right to charge you reasonable additional service fees for (i) additional time and/or costs Carriage House Club may incur as a result of your noncompliance with this Agreement (as determined by Carriage House Club in its sole and absolute discretion); (ii) third party or other claims relating to your use of the Site or purchase or use of any Products; (iii) recouping any and all costs and fees, including, without limitation, the cost of Products, incurred by Carriage House Club due to chargebacks or other payment disputes or charged by your bank or credit card or other payment processor. These additional service fees will be billed to the credit card or other payment method you have on file with Carriage House Club. Past due payments shall accrue interest at the rate of one and one-half percent (1 1/2%) per month or the applicable maximum legal rate, whichever is less, until the past due balance together with accrued interest has been paid in full.

  1. RETURN POLICIES; REFUNDS; credits

Unopened, unworn and otherwise unused Products that you purchased directly from our Site may be returned for a credit or refund of the actual purchase price paid (less shipping and handling fees) within thirty (30) days after the date of purchase.  Items that are opened are not returnable for a refund or credit unless found to be defective due to defects existing prior to shipment to you. To request a refund or credit, you must call us at +1 561-568-2034 or email us at [email protected] and provide your order number to obtain a return authorization number and return the Product to us at your own expense.  Returned items must be received by Carriage House Club before refunds or credits will be processed.  Returns are subject to a ten percent (10%) restocking fee.  You acknowledge and agree that in the event that Carriage House Club agrees to process a refund or credit with respect to a purchase of Products, Carriage House Club’s issuance of a refund or credit receipt is only confirmation that Carriage House Club has submitted your refund to the credit card or other payment method charged at the time of the original sale, and that the timing of actual receipt of the refund depends on the applicable credit card or payment method processing which is beyond the control of Carriage House Club.  Carriage House Club also has the right, but not the obligation, to offer a credit for customers seeking refunds to use toward payment of other purchases.  If you purchased the Products from another site or vendor, the return/credit terms, if any, must be requested from such other site or vendor and are subject to such other site’s or vendor’s terms.

 

The Products provided for sale via the Site are for purchase by you as the end user of the Products or for use as a gift to give to an end user of the Products, and not for resale or other redistribution.  You agree that you shall not re-sell or distribute the Products to any third party, including, specifically, but without limitation, via eBay, Amazon.com, your own website or any other online or physical point of sale, whether operated by you or a third party.  Carriage House Club may refuse orders for the Products if the quantity being purchased exceeds what is reasonably appropriate for individual use or Carriage House Club otherwise believes that the Products are being purchased for resale or redistribution.

 

  1. INFORMATION PROVIDED TO THE SITE

By submitting your name, address and other information or any other content that you may provide to the Site, you grant to Carriage House Club and its contractors and their respective affiliated companies permission to use and store such information and content in connection with the operation of the Site and marketing of Carriage House Club’s services to you, including contacting you and sending you emails and other communications.  No compensation will be paid with respect to the use of such information or content.  You agree that Carriage House Club may also disclose your information as is necessary to: (a) comply with a subpoena or court order; (b) cooperate with law enforcement or other government agency; (c) establish or exercise our legal rights; (d) protect the property or safety of our company and employees, contractors, vendors, and suppliers; (e) defend against legal claims; (f) help with internal and external investigations; or (g) as otherwise required by law or permitted by law.  Carriage House Club reserves the right to disclose and transfer your information to its successors-in-interest or in connection with a merger or acquisition transaction, or change of control.

Carriage House Club is under no obligation to post or use any information or content that you may provide and may remove any such information or content at any time in its sole discretion.  By submitting such information or content, you represent and warrant that you are of legal contracting age, that you own or otherwise control all of the rights to such information and content as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit such information and content and that such information and content does not infringe or otherwise violate any third party intellectual property or other right.  Carriage House Club does not control or endorse the content, messages or information found in any communication sent by you to the Site or to you from any third party and, therefore, Carriage House Club specifically disclaims any liability with regard to such communications and any actions resulting from your participation in any such communication.  Managers and hosts are not authorized Carriage House Club spokespersons, and their views do not necessarily reflect those of Carriage House Club.

When you visit the Site or send e-mails to Carriage House Club, you are communicating with Carriage House Club electronically, and by doing so, you consent to receive communications from Carriage House Club electronically. Carriage House Club may communicate with you by email or by other means.  You agree that all agreements, notices, disclosures and other communications that Carriage House Club provides to you electronically satisfy any legal requirement that such communications be in writing.  You acknowledge that by requesting information by email, you agree that we may transmit it to you from time to time and store it in an unencrypted form and manner.

VII.      SECURITY

Carriage House Club reserves the right to take all action as it deems necessary or reasonable to maintain the security of the Site, including without limitation, suspending or terminating access to or use of the Site.  While we work to protect the security of your account and related information, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures.

VIII.     THIRD PARTY PRODUCTS, SERVICES OR CONTENT

These Terms govern the use of Site content.  Through the Site, you may have the ability to access content provided by third parties and links to websites and services maintained by third parties.  These Terms do not apply to such other sites.  Such third party sites are subject to their own separate terms.   Carriage House Club is not responsible for such third party sites or their products, services or content.  Carriage House Club cannot guarantee that such third-party content, whether accessed via the Site or elsewhere, will be free of malware, or other malicious code that may harm your computer, mobile device, or any files therein.  Any such links are provided only as a convenience, and the inclusion of any such link does not imply any endorsement by Carriage House Club of any third party site or any association with any of its operators.  We disclaim any responsibility or liability related to your access or use of, or inability to access and use, such third-party sites or their products, services or content.

  1. INTELLECTUAL PROPERTY

All information and materials on the Site, including without limitation the text, graphics, logos and any other works of authorship, as well as the selection, organization, coordination, compilation and overall look and feel of the Site are, as between you and us, the intellectual property of Carriage House Club and/or its affiliates or licensors.  Copyright © 2021 Carriage House Club, LLC and/or its affiliates or licensors.  All rights reserved.  None of the content of the Site may be copied, downloaded, transmitted or otherwise be reproduced, disseminated or exploited in any form or manner without the express prior written permission of Carriage House Club.  The information and materials are protected by copyright and other intellectual property laws and all ownership rights remain with Carriage House Club, its affiliates or licensors, as applicable.  Carriage House Club is service mark of Carriage House Club or its affiliates.  All rights not expressly granted herein are reserved.  No interest or right to use any such trademarks is acquired by using the Site or purchasing any Products.  The Site may also contain trademarks owned by various third parties.  Nothing contained on the Site or in these Terms serves to grant to you, by implication or otherwise, any license or right to use any such trademarks or intellectual property rights without the prior written permission of Carriage House Club.

  1. DISCLAIMERS

THIS SITE USES COOKIES AND MAY ALSO USE THE SERVICES OF THIRD PARTY PROVIDERS THAT DEPLOY COOKIES IN CONNECTION WITH THEIR SERVICES.  BY USING THE SITE, YOU CONSENT TO THE PLACEMENT OF COOKIES ON ANY DEVICE USED TO ACCESS OUR SITE.  USE OF THE SITE IS AT YOUR OWN RISK. THE CONTENT INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.  CARRIAGE HOUSE CLUB MAY MAKE CHANGES IN THE SITE AT ANY TIME.

UNLESS EXPRESSLY STATED OTHERWISE, ANY OPINIONS AND STATEMENTS EXPRESSED OR POSTED ON THE SITE BY OTHERS ARE NOT THOSE OF CARRIAGE HOUSE CLUB AND NO AGREEMENT WITH, ENDORSEMENT BY OR OTHER ASSOCIATION OF CARRIAGE HOUSE CLUB WITH SUCH OPINIONS AND/OR STATEMENTS EXISTS OR IS IMPLIED.

YOU ACKNOWLEDGE AND AGREE THAT ANY ACCESS TO OR USE OF THE SITE OR SUCH CONTENT IS AT YOUR OWN RISK.  CARRIAGE HOUSE CLUB MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OR COMPLETENESS OF THE SITE OR ANY OF THE CONTENT CONTAINED ON THE SITE OR ANY OF THE PRODUCTS DESCRIBED IN OR PURCHASED OR OTHERWISE PROVIDED VIA THE SITE FOR ANY PURPOSE.  THE SITE AND ALL SUCH CONTENT AND PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.  CARRIAGE HOUSE CLUB AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SITE AND SUCH CONTENT AND ANY AND ALL PRODUCTS, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

CARRIAGE HOUSE CLUB EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY CLAIMS OR DAMAGES ARISING IN CONNECTION WITH OR RELATING TO ANY USER CONTENT.

CARRIAGE HOUSE CLUB RESERVES THE RIGHT TO SUSPEND OR TERMINATE YOUR USE OF THE SITE AND/OR CARRIAGE HOUSE CLUB PRODUCTS, IN WHOLE OR IN PART, AT ANY TIME, FOR ANY REASON, AND IN ANY MANNER, WITHOUT PRIOR NOTIFICATION, AND CARRIAGE HOUSE CLUB WILL NOT BE LIABLE IN ANY WAY FOR ANY CONSEQUENCES OF SUCH ACTION.

  1. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CARRIAGE HOUSE CLUB OR ITS AFFILIATES AND LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, OWNERS, MANAGERS, EMPLOYEES, AGENTS, CONTRACTORS OR SUCCESSORS OR ASSIGNS THEREOF BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE OR ITS CONTENT, OR WITH RESPECT TO ANY PRODUCTS OR THE UNAVAILABILITY OF OR ANY DELAY OR INABILITY TO USE THE SITE OR ANY OF THE PRODUCTS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF ANY OF THEM HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.  IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, ANY OF THE PRODUCTS, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE PRODUCTS AND TO RETURN THE PRODUCTS, SUBJECT TO THE TERMS REGARDING SUCH RETURNS SET FORTH EARLIER IN THESE TERMS.  YOU AGREE THAT ANY CAUSE OF ACTION RELATED TO THE SITE MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

XII.       INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Carriage House Club, its affiliates and licensors or any of their respective officers, directors, owners, managers, employees, agents, contractors or successors and assigns (collectively, the “Carriage House Club Indemnified Parties”) from any suits, losses, claims, demands, liabilities, costs and expenses (including attorney’s fees and other legal expenses) that they may sustain or incur arising from your use of the Site, your failure to comply with any applicable laws and regulations, your breach of any of your representations, warranties or obligations set forth in this Agreement, or any other act or omission by you.  Notwithstanding the foregoing, you shall not settle any such claim, suit or proceeding without the written consent of the applicable Carriage House Club Indemnified Parties.  As used in these Terms, “affiliate” means any person or entity directly or indirectly controlling or having the power to control, or controlled by or being under common control with another person or entity.  For this purpose, “control” means the direct or indirect possession of power to direct or cause the direction of the management or policies of such party, whether through ownership or stock or other securities, by contract or otherwise. Ownership of more than fifty percent (50%) of the beneficial interest of an entity shall be conclusive evidence that control exists.

XIII.      PRIVACY POLICY

Our Privacy Policy is posted at [link] and is incorporated herein and made a part of these Terms.  Our Privacy Policy describes our policies regarding the collection, receipt, access, storage, sharing, processing, disclosure, transfer and use of “Personal Information” (i.e., data that can be used on its own or with other information to identify you) that you provide to us when you use the Site, as well as the various means by which we collect, receive, access, store, share, process, disclose, transfer and use your Personal Information, and your choices regarding collected Personal Information.  You must read and agree to the Privacy Policy before and as a condition to using the Site or otherwise interacting with us.  Your agreement to these Terms constitutes your agreement to our Privacy Policy and consent to the treatment of your Personal Information and other information as described therein.

XIV.     SMS TEXT MESSAGES.

We may provide mobile alerts about events and offers by SMS message (the “Text Service”).

Signing Up and Opting-In to the Text Service

Enrollment in the Text Service requires you to provide your mobile phone number and to agree to these terms and conditions.  You may not enroll if you are under 18 years old or otherwise of legal age of majority under the laws of your jurisdiction.  Before the Text Service will start, you will need to verify the mobile phone number you provided by responding to a text message to your mobile phone that affirms your choice to opt-in to this Text Service and your agreement to these Terms of Use.  We reserve the right to stop offering the Text Service at any time with or without notice.

By opting into the Text Service, you authorize us to use autodialer or non-autodialer technology to send text messages to the mobile phone number associated with your opt-in (i.e., the number listed on the opt-in form or, if none, the number from which you send the opt-in, or, if none, the number on file for the account associated with your opt-in).  You acknowledge that you do not have to agree to receive messages as a condition of purchase.  You confirm that you are the subscriber to the relevant phone number or that you are the customary user of that number on a family or business plan and that you are authorized to opt in.  You consent to the use of an electronic record to document your opt-in.  To request a free paper or email copy of the opt-in or to update our records with your contact information, please call +1 561-568-2034.  To view and retain an electronic copy of these Terms of Use or the rest of your opt-in, you will need (i) a device (such as a computer or mobile phone) with Internet access, and (ii) and either a printer or storage space on such device.  For an email copy, you’ll also need an email account you can access from the device, along with a browser or other software that can display the emails.

Once you affirm your choice to opt in to the Text Service, your message frequency may vary. You may receive an alert when you are welcomed into the Text Service, an order for Products has been placed, an order has been delivered, an item or items has shipped; an item or items are ready for an in-store pick up, or there are general marketing or promotions.

Message and data rates may apply. Please consult your service agreement with your wireless carrier or contact your wireless carrier to determine your phone’s pricing plan and the charges for sending and receiving text messages. You acknowledge that you are responsible for any message, data or other charges incurred (usage, subscription, etc.) as a result of using the Text Service.  The Text Service may not be available on all wireless carriers.  We may add or remove any wireless carrier from the Text Service at any time without notice.  We and mobile carriers are not responsible for any undue delays, failure of delivery, or errors in messages.

To Stop the Text Service

To stop receiving text messages from us, text the word STOP to + 1 561-568-2034 any time or reply STOP to any of the text messages you have received from us.  For Text Services operated through a different number, text STOP to that number to opt out.  Your opt-out request may generate either a confirmation text or a texted request to clarify the text message program to which it applies (if you have more than one).  To complete your opt-out, please provide the requested clarification.  You acknowledge that the text message platform may not recognize and respond to unsubscribe requests that do not include the STOP keyword command and agree that we and our service providers will have no liability for failing to honor such requests. If you unsubscribe from one of our text message programs, you may continue to receive text messages from us through any other programs you have joined until you separately unsubscribe from those programs.  These Terms of Use still will apply if you withdraw the consent mentioned above or opt out of the Text Service.

Questions:  You can text HELP for help at any time. This will provide you a link to the terms and conditions along with a phone number to call for assistance. You can also contact us at +1 561-568-2034.

Mobile Phone Number Change:  In the event that you change or deactivate your mobile phone number, you agree to notify us by emailing [email protected] or calling +1 561-568-2034.

  1. GENERAL TERMS

Governing Law; Arbitration; Class Action Waiver; Jurisdiction and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and entirely performed within Florida, without resort to its conflict of law provisions or any other rule or interpretation that would result in the application of the laws of another jurisdiction.

PLEASE READ THIS SECTION CAREFULLY.  IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.  YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION TERMS PROVIDED BELOW IN ACCORDANCE WITH THE OPT OUT SECTION BELOW.

The term “Dispute” means any dispute, claim or controversy between you and us or our officers, directors, employees or agents, that arises out of these Terms or the use of the Site or with respect to any Products, regardless of legal theory, and includes claims that accrued before the date you entered into these Terms as well as claims relating to the interpretation, validity, enforcement or scope of the Agreement to arbitrate disputes contained in this section.  The term “Dispute” is to be interpreted in the broadest sense allowed by law.  The only disputes excluded from this broad provision are intellectual property claims and claims by us for injunctive or other equitable relief as provided below.

Regardless of how, when or where you access the Site, by agreeing to these Terms, you agree to resolve any and all disputes with us as follows:

Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration or litigation. You can reach us by email at [email protected] or by regular mail at Carriage House Club, LLC, Attention: Legal Department, 230 Royal Palm Way, 4th Floor, Palm Beach, Florida 33480.  Except for intellectual property claims and claims by us seeking injunctive or other equitable relief requiring immediate action, you agree to use your best efforts to resolve all disputes in good faith negotiations between us, which you agree is a precondition to your initiating an arbitration or lawsuit.

Binding Arbitration.  Unless you opt out of arbitration in accordance with the terms provided above, if we cannot resolve the Dispute with you within thirty (30) days of when we start informal Dispute resolution, then you agree that the Dispute shall be resolved exclusively by binding arbitration which may be begun by either you or us.  The arbitration shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect except as modified by these Terms, and excluding any rules or procedures governing or permitting class or representative actions.  Said rules are posted at https://adr.org/sites/default/files/Commercial%20Rules.pdf.  The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all such disputes and has the power to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

Opt-Out of Arbitration.  You may opt out of the binding arbitration described in this section by sending us written notice that you are opting out of binding arbitration (an “Arbitration Opt-Out Notice”) by email at [email protected] or regular mail at Carriage House Club, LLC, Attention: Legal Department, 230 Royal Palm Way, 4th Floor, Palm Beach, Florida 33480 within thirty (30) days following the date you first agree to these Terms.  If you don’t provide us with an Arbitration Opt-Out Notice within such thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except with regard to the exceptions noted in the “Exceptions” section below.  Any Arbitration Opt-Out Notice received after such thirty (30) day period shall not be valid or enforceable.

In the event that you provide to us a timely Arbitration Opt-Out Notice or the arbitration terms of these Terms are held not to be applicable, then you agree that the exclusive jurisdiction and venue for any Dispute will be the state and/or federal courts located in Palm Beach County, Florida and waive any objection to jurisdiction and venue in such courts.  In such event, you further waive the right to a jury trial.  UNLESS YOU OPT OUT IN ACCORDANCE WITH THE OPT-OUT TERMS PROVIDED ABOVE, YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OR THE SITE, EXCEPT FOR THE EXCEPTIONS SPECIFIED BELOW WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AS PROVIDED HEREIN. UNLESS YOU PROVIDE AN ARBITRATION OPT-OUT NOTICE TO US IN ACCORDANCE WITH THE OPT-OUT TERMS PROVIDED ABOVE, YOU ACKNOWLEDGE AND AGREE THAT YOU AND WE ARE EACH WAIVING THE RIGHT TO LITIGATE CLAIMS (OTHER THAN THOSE NOTED IN THE EXCEPTIONS BELOW) THROUGH A COURT BEFORE A JUDGE OR JURY.  THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.

Starting an Arbitration.  To start an arbitration, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.adr.org); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to the American Arbitration Association (see www.adr.org for the applicable address, or for online filing); and (c) send one copy of the Demand for Arbitration to us at Carriage House Club, LLC Attention: Legal Department, 230 Royal Palm Way, 4th Floor, Palm Beach, Florida 33480 and a copy by email to [email protected].

You understand that, absent the arbitration provision in this section, you have the right to sue in court and have a jury trial.  You also acknowledge that unless you opt out of arbitration in accordance with the opt-out terms provided above, you are giving up the right to a jury trial and understand that the costs of arbitration and right to pre-trial discovery is more limited than many courts permit.  The parties will either select one mutually acceptable arbitrator or, if the parties do not agree to a single arbitrator, each party shall select one arbitrator and the two arbitrators selected by the parties shall select a third arbitrator, and the arbitration shall be held before the three arbitrators, and shall be decided by vote of the three arbitrators with a vote of the majority of the arbitrators required for a decision.

Location of Arbitration.  You agree that arbitration between us and you shall take place in Palm Beach, Florida.

Class Action Waiver.  You agree that any and all arbitrations shall be conducted in their individual capacities only and not as a class action or other representative action, and you expressly waive the right to file a class action or seek relief on a class basis or any other representative basis.  Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction.  Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of such parties only, and only with respect to the claims in arbitration, and shall not (a) determine the rights, obligations, or interests of anyone other than all parties to the arbitration, or resolve any Dispute of anyone other than any such party; nor (b) make an award for the benefit of, or against, anyone other than any such party.  No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this specific paragraph, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable.  YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, EVEN IF THE DISPUTE OR DISPUTES THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT.

If any court or arbitrator determines that the arbitration, jury trial waiver or class action waiver provisions of these Terms are void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Exception:

Litigation of Intellectual Property Claims and Claims By Us Seeking Injunctive or Other Equitable Relief.  We may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property, and claims for injunctive or other equitable relief in the state or federal courts located in Palm Beach County, Florida, and you consent to such venue and personal jurisdiction therein for any such proceedings and waive any claim, argument or defense that such courts constitute an improper or inconvenient venue for such proceedings.

Survival.  This arbitration and class action waiver section will not be affected by any termination of your use of the Site and will survive such termination.

Revisions to the Terms

We reserve the right to revise the Terms at our sole discretion at any time.  Any revisions to the Terms will be effective immediately upon posting on the Site or other notification to you.  Your continued use of the Site after publication of such changes, constitutes binding acceptance of the revised Terms.

Severability; Waiver

Access to and/or use of the Site is not permitted where prohibited by law.  If any provision of the Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severed from the rest of these Terms and shall not affect the validity and enforceability of any remaining provisions.  The provision held to be unlawful, void or unenforceable shall be modified if possible to the extent necessary to become enforceable and the modified provision shall be deemed to form part of these Terms from inception without further action being required.  No waiver, express or implied, by Carriage House Club of any breach of or default under these Terms will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.  No waiver shall be valid unless given in writing signed by us or posted by us on the Site in an update to these Terms.  Our failure to insist upon or enforce your strict compliance with these Terms will not constitute a waiver of any of our rights.

Force Majeure

We will not be liable for any failure or delay in our performance under these Terms or the provision of the Site or any other obligation due to any cause beyond our reasonable control, including act of war, acts of God, earthquake, storms or other weather or natural events, embargo, riot, protests, vandalism, insurrection, sabotage, terrorism, epidemic, pandemic, labor shortage or dispute or other disturbances, systemic electrical, telecommunications network issues, or other utility failures, failure of the Internet or governmental acts or orders.

Entire Agreement

Unless otherwise specified herein, these Terms constitute the entire agreement between you and us with respect to the Site, your use of the Site and the information provided via the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Site.  Additionally, membership terms and conditions are separately provided in the Carriage House Club Membership Plan, Rules and Regulations and the Membership Agreement which each member is required to review and agree to as a condition of membership and use of Carriage House Club rooms and other amenities and exercise of membership privileges.  Such terms are incorporated herein by reference as applicable with respect to such subject matter in relation to the Site.  The Membership Agreement includes your written agreement to comply with these Terms as a condition to your use of the Site.  In the event of any conflict between these Terms and the terms of the Carriage House Club Membership Plan, Rules and Regulations and/or the Membership Agreement as applied to the Site, the order of precedence shall be as follows with respect to this Site:  (i) these Terms, (ii) the Membership Agreement, (iii) the Carriage House Club Rules and Regulations, and (iv) the Carriage House Club Membership Plan.  A printed version of these Terms and of any notice given in electronic form shall be admissible in any legal proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

XVI.     NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to our rights under the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512, we have designated a copyright agent to receive copyright infringement notices for claims of infringement related to materials found on the Site.

 

THE FOLLOWING PROCEDURES APPLY ONLY FOR NOTIFICATIONS TO US THAT COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED BY ANY CONTENT CONTAINED IN THIS WEBSITE.  ALL OTHER INQUIRIES, SUCH AS REQUESTS FOR TECHNICAL ASSISTANCE, WILL NOT RECEIVE A RESPONSE THROUGH THIS PROCESS.

What you must do:

Written notification must be submitted to the following Designated Agent:

Service Provider: Carriage House Club, LLC

www.carriagehousepb.com
Name of Agent Designated to Receive Notification of Claimed Infringement: General Manager
Full Address of Designated Agent to Which Notification Should be Sent: Carriage House Club, LLC

230 Royal Palm Way, 4th Floor

Palm Beach, Florida 33480

Attn:  General Manager

 
Telephone Number of Designated Agent: +1 561-568-2034
Email Address of Designated Agent: [email protected]

What your notification must include:

To be effective, the notification must include the following:

  1. 1. Your name, physical address, telephone number, facsimile number, e-mail address and name of contact person;
  2. 2. Identification of the copyrighted work(s) claimed to have been infringed;
  3. 3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  4. 4. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or under applicable law;
  5. 5. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and
  6. 6. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

What we will do upon receipt of proper written notification:

Upon receipt of the written notification containing the information as outlined above:

  1. 1. We will remove or disable access to the material that is alleged to be infringing;
  2. 2. We will forward the written notification to such alleged infringer; and
  3. 3. We will take reasonable steps to promptly notify the alleged infringer that it has removed or disabled access to the material.

How the alleged infringer can respond to us:

The alleged infringer can respond by submitting a written counter notification to our Designated Agent specified above.

What the counter notification must include:

To be effective, a counter notification from the alleged infringer must include the following:

  1. 1. The alleged infringer’s name, address, and telephone number;
  2. A statement the alleged infringer consents to the jurisdiction of federal district court for the judicial district in which we are located and that the alleged infringer will accept service of process from the person who provided notification or an agent of such person;
  3. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  4. A statement under penalty of perjury that the alleged infringer has a good faith belief that the material was removed or disabled as result of mistake or misidentification of the material to be removed or disabled; and
  5. A physical or electronic signature of the alleged infringer.

What we will do upon receipt of proper counter notification:

Upon receipt of a counter notification containing the information as outlined above:

  1. 1. We will promptly provide the complaining party with a copy of the counter notification;
  2. 2. We will inform the complaining party that it will replace the removed material or cease disabling access to it within ten (10) business days; and
  3. 3. We will replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the counter notification, provided that our Designated Agent has not received notice from the complaining party that an action has been filed seeking a court order to restrain the alleged infringer form engaging in infringing activity relating to the material on the Site.

XVII.    REPORTING VIOLATIONS; ENFORCEMENT

Anyone seeking to report any violations of these Terms may contact us via e-mail at: [email protected].  When we become aware of an alleged violation of these Terms, we may initiate an investigation.  Depending on the severity of the violation, we may, at its sole discretion, immediately restrict, suspend, or terminate your access to the Site and/or pursue other civil remedies.  If such violation is a criminal offense, we will notify the appropriate law enforcement agency of such violation.

XVIII.   SURVIVAL

The terms of Sections III and VI-XIX shall survive termination or your use of the Site.

XIX.     CONTACT US

We strive to make our Site content accessible and user-friendly. If you are having difficulty viewing the content on this Site or navigating the site, please call our Customer Service Team toll-free at +1 561-568-2034 or email our team at [email protected], and we will be happy to assist you.  If you have any questions or if you desire to contact us for any reason, please contact Carriage House Club by e-mail or postal mail as follows:  Carriage House Club, LLC, 230 Royal Palm Way, 4th Floor, Palm Beach, Florida 33480 or by email to [email protected].