By subscribing to Premier Club Services you are agreeing to the terms and conditions of both the Subscription Agreement and Agility Club Membership Services Agreement.
Premier Club Services, Inc.
Subscription Service Agreement
1. During the term of this Agreement, subject to its terms and conditions, Premier Club Services, Inc. (“PCS”) grants the PCS Subscriber a nonexclusive, nontransferable, limited license to access data consisting of information services, other content, and third party-provided information (“Third Party Content”) (collectively referred to in this Agreement as “Data”), which may be accessed through the Internet, and to use such Data solely in the regular course of Subscriber’s research and related work.
2. This Agreement and any operating rules published over Premier Club Services’ Internet site, constitute the entire and only Agreement (collectively, the “Agreement”) between the Premier Club Services, Inc and Subscriber (including its designated users) with respect to the system and supersedes all other communications and agreements with regard to this subject matter, whether oral or written.
3. Unless otherwise agreed, Subscriber’s right to use this system or to designate users is not transferable and is subject to limits established by Premier Club Services, Inc. It is a material breach of this Agreement for Subscriber (or its designated users) to allow unauthorized access to the system.
4. Subscriber agrees to indemnify Premier Club Services, Inc, against liability for use of Subscriber’s account and will be liable to the Premier Club Services, Inc for damages and attorney’s fees resulting from unauthorized use (e.g., resale of the service and/or Data).
5. Subscriber expressly agrees that use of the system and the service is at subscriber’s sole risk. Premier Club Services, Inc, licensors, employees, agents, and its information providers do not warrant that the system will be uninterrupted or error free; Premier Club Services, Inc and its information providers, licensors, employees, or agents do not make any warranty as to the result to be obtained from the use of the system. The system is distributed on an “as is” basis without warranties of any kind, either express or implied, including warranties of title or implied warranties of merchantability or fitness for a particular purpose, other than those warranties that are implied by and incapable of exclusion, restriction, or modification under law applicable to this Agreement. Premier Club Services, Inc and/or anyone else involved in creating, producing, or delivering the system are not liable for any direct, indirect, incidental, special, or consequential damages arising out of the use of the system or inability to use the system or out of any breach of any warranty. Subscriber expressly acknowledges that the provision of this paragraph shall also apply to third party content.
6. Subscriber’s exclusive remedy and Premier Club Services, Inc’s and any other Contributor’s (third party’s) entire liability hereunder, if any, for any failure by Premier Club Services, Inc, to deliver services is for actual delivery of such services, and for any other breach of this Agreement or any other claim for damages made against them, whether based in contract or tort, is limited to the amounts paid by the Subscriber. Premier Club Services, Inc shall not be liable in any way to Subscriber for any claim relating to (i) Subscriber’s or its designated users’ inability or failure to access Data or perform research or related work or to perform such research or related work properly or completely, even if assisted by Premier Club Services, Inc, (ii) Data, information, or materials that are delayed, inaccurate, or incomplete, (iii) Data that is lost while it is stored in, or transferred through, Subscriber’s, its designated users’, Premier Club Services, Inc’s, or Contributors’ equipment, (iv) notifications that are inaccurate or are not received by Subscriber or its designated users, (v) any service or (vi) any lost profits or other consequential, exemplary, incidental, indirect, or special damages relating in whole or in part to Subscriber’s or its designated users’ use of or inability to use the Premier Club Services, Inc’s services, the Data.
7. Premier Club Services, Inc shall not be liable for any damages to Subscriber for causes beyond the reasonable control of the Premier Club Services, Inc, such as acts of God, acts of government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary information, supplies, and similar events.
8. Unless otherwise permitted by Premier Club Services, Inc, in writing, neither Subscriber nor its designated users may retransmit or publish, electronically or otherwise, any information, software, or other content received under this Agreement, to any third party for money or other consideration. Premier Club Services, Inc will prosecute any infraction to the fullest extent of the law.
9. Subject to the terms of this Agreement, Premier Club Services, Inc grants the Subscriber a personal, non-exclusive, non-assignable and non-transferable license to use and display the Premier Club Services, Inc’s Data on any Internet-accessible machine.
10. This Agreement is governed by and construed in accordance with the law(s) of the State of Virginia applicable to Agreements made and performed in Virginia. Venue for any action arising out of or in connection with this Agreement shall be in Alexandria, Virginia.
11. Subscriber agrees to the payment and terms indicated in Section 14. Subscriber is responsible for and must provide all telephone, Internet access, and other equipment and services necessary to access the system.
12. Subscriber understands that breach of this Agreement by Subscriber may result in cancellation of service by the Premier Club Services, Inc, prosecution, damages, or any other remedy available by law.
13. Any acknowledgment, provision, or condition in any purchase order, voucher, or other memorandum of Subscriber that is in any way inconsistent with or changes the provisions of this Agreement is void. Neither the course of conduct between parties nor trade practice shall act to modify the provisions of this Agreement. Premier Club Services, Inc may modify its operating rules or procedures and may revise certain aspects of its service or software programs without advance notice to Subscriber. If any provision of this Agreement is determined to be invalid, all other provisions shall remain in full force and effect.
14. The subscription term is one year (12 months). The subscription fee is paid per year on a 12-month basis in full and in advance of the start of service.
The subscriber agrees to abide by the terms of this Agreement as a Subscriber to Premier Club Services, Inc. Subscription.
AGILITY READYSUITE™ CLUB MEMBERSHIP SERVICES AGREEMENT
Premier Club Services, Inc.
Premier Club Services Subscribers have full access to Agility Recovery’s disaster recovery resources. Should your Club experience an interruption, Agility will provide any or all of the below resources to rescue your business:
||Emergency generators stationed across North America
||Up to 48 computers, 5 Intel servers, tape drives, printers and fax
||Office space with up to 48 furnished seats
||Satellite connectivity to restore phone and Internet access
1. FEES AND PAYMENTS
Agility shall invoice for all recovery or event expenses. Payments shall be due 30 (thirty) days after receipt of invoice. In the event payment is not received, the Member will be responsible for all late payment charges of 1.5 percent per month. The Member shall reimburse Agility for any applicable taxes, customs, duties and government impositions incurred in connection with this Agreement.
For a declaration or test, Member is responsible for actual recovery or event expenses including, but not limited to, setup, de-install, shipping, travel, living fees, network engineering, satellite space segment charges, generator rental, transport of the designated equipment and/or mobile office unit(s), generator(s), and satellite equipment to and from the Member’s recovery facility or test location. After 60 (sixty) days, the Member shall be billed a daily fee for the assets deployed. Daily usage fees will not exceed $295 per day.
3. RISK OF LOSS OR EQUIPMENT DAMAGE
Until Agility retakes possession of equipment supplied hereunder, Member shall bear the risk of loss and/or damage to all equipment while in its possession.
4. LIMITATION OF DAMAGES
The Member acknowledges that the availability of services and equipment shall be on a first-come, first-serve basis and Agility makes no representation or warranty with respect to the availability of equipment at any particular time. Agility will use commercially-reasonable efforts to coordinate and arrange for access to and use of recovery system(s) when multiple disasters are declared. Agility shall not, under any circumstance, be liable to the Member for any lack of availability. Agility shall have no liability for damages resulting from personal injury or property damage, except to the extent such injury or damages directly result from the gross negligence or willful misconduct of an employee of Agility. Under no circumstances shall Agility be liable for special, exemplary or consequential damages (including, but not limited to, lost profits, loss of business or other economic loss) in connection with the services to be rendered or equipment to be supplied under this Agreement.
5. FORCE MAJEURE
To the extent and for the period of time that Agility or the Member is delayed or prevented from performing any obligation under this Agreement because of circumstances beyond reasonable control, including but not limited to acts of God, acts of terrorism that would prevent or delay delivery, civil or military authority, severe inclement weather, and breakdown of telephone or other means of communications systems, such performance shall be excused. Agility is required and expected to use commercially-reasonable efforts to restore and provide contracted services under this Agreement as soon as it is feasible after an event has impacted Agility’s ability to service the Member. Agility shall provide Member with reasonable notice of the onset and removal of any force majeure event, provided Agility discovers or is made aware of the event.
6. JURISDICTION; MODIFICATIONS; ENTIRE AGREEMENT; GOVERNING LAW
The information set forth herein is qualified in its entirety by reference to the Agility subscribers manual. This Agreement may not be modified except by a written document signed by authorized representatives of both parties. This Agreement shall be governed in all respects by the laws of the State of Delaware, and the parties attorn to the exclusive jurisdiction of the courts of the State of Delaware.
Non-public personal information provided by Member, its affiliates or divisions to Agility or that otherwise comes into Agility’s possession or that Agility becomes aware of (collectively, “Confidential Information”) is to be regarded as confidential and private. Agility agrees not to use any Confidential Information obtained hereunder for purposes other than those for which the Confidential Information was provided. Agility further agrees that it shall not share, distribute, sell or otherwise cause anyone else to use Confidential Information without the express written permission of Member.
8. ORDER OF PRECEDENCE
In the event of a conflict between the Membership Services Agreement, the subscribers manual or an addendum, the order of precedence is 1) addendum, 2) Membership Services Agreement, 3) subscribers manual.
9. SHARED RISK
Of all members utilizing this discount, a subset of covered Club locations can declare at any one time, as moderated by the Club Managers Association of America and as defined in the Authorized Partner Agreement. For additional information, please contact your Club Managers Association of America representative.