Terms-conditions 

Effective date: May 15, 2023

These Terms and Conditions set forth herein govern your use of IDEM Club Inc.'s services, including online services, and any and all content or information therein, and any other website pages on which services and/or products are provided by IDEM Club Inc. or the merchants that offer product and services through IDEM Club Inc. By using this Site, you expressly signify your agreement to these terms and conditions, including all changes and revisions to these terms and conditions. If you do not agree to these terms and conditions, then do not use the services provided by IDEM Club Inc.

As a term of your use of IDEM Club Inc.'s services, you agree to check this Agreement carefully and periodically for revisions and amendments to these terms and conditions. IDEM Club Inc. reserves the exclusive right to revise these terms and conditions. Any revision or amendment to the terms and conditions will be effective immediately upon posting to IDEM Club Inc.'s website ("Site"), and your continued use of the services provided by IDEM Club Inc., after the posting of any revisions or amendment, constitutes your acceptance of such revisions and amendments. IDEM Club Inc. reserves the right to refuse, restrict, suspend, or terminate any member's use of its services at any time without notice and may do so for a member's failure to abide by these terms and conditions.

Legal Notice and Disclaimer

You agree that the use of the site is undertaken at your own risk. No warranties are made by IDEM Club Inc., its subsidiaries, its agents, or any of its employees, officers, or directors that the site will operate error-free or without interruption. No warranties are made as to the accuracy of the information on the Site, the products or services offered by any merchant or vendor on the Site. Furthermore, by listing a service, product, or discount, IDEM Club Inc. is not endorsing, recommending, or sponsoring any product or service of any merchant or vendor. All transactions and alleged discounts are between you and the merchant or vendor. IDEM Club Inc. is not a party to any transaction, and thus, you should take due diligence in investigating, selecting, and transacting with any merchant or vendor listed on the Site. You are knowingly and voluntarily assuming all risks of using any merchant or vendor to purchase goods and services and of using any coupons or discounts listed on the Site. You agree that IDEM Club Inc. shall have no liability whatsoever for any such third-party transaction.

THE SITE, ITS CONTENT, AND ANY MERCHANDISE CONTAINED THEREIN ARE PRESENTED "AS IS." NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY THE IDEM CLUB INC., ITS AGENTS, AFFILIATES, EMPLOYEES, OFFICERS, OR DIRECTORS. TO THE FULL EXTENT PERMISSIBLE BY FEDERAL, STATE AND LOCAL LAW, IDEM CLUB INC. DISCLAIMS ALL WARRANTIES. IDEM CLUB INC. IS NOT RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY INJURY, LOSS, CLAIM, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, ARISING FROM THE USE OF THE SITE.

Email Communication

As part of your membership, you will automatically be enrolled in email updates from your discount program, unless otherwise specified by your program administrator. You will receive one monthly Spotlight Discount email as well as periodic important offer and program updates. Each Spotlight will inform you of the month's special offers, merchant additions, and promotions. You will receive this email directly from members@idem-club.com, unless a different email address is specified and requested by your program administrator.

If you do not wish to receive the Spotlight email or other promotional emails, you may opt out at any time using the unsubscribe links within the email newsletter. Opting out will permanently remove your email address and exclude you from receiving future notification of additional benefits, services, and discount offers.

Links to Other Internet Sites

At certain places on the Site, live "links" to other Internet addresses can be accessed. Such external Internet addresses contain information created, published, maintained, and posted by institutions and organizations independent of IDEM Club Inc. IDEM Club, Inc. does not endorse, approve, certify, or control these external Internet addresses and does not guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of information located at such addresses. Use of any information obtained from such addresses is voluntary, and your reliance on it should only be undertaken after you independently review of its accuracy, completeness, efficacy, and timeliness. Reference therein to any specific commercial product, process, or service by trade name, trademark, service mark, manufacturer, or otherwise does not constitute or imply endorsement, recommendation, or favoring by IDEM Club, Inc.

Advertising & Affiliate Disclosure

The IDEM Club Team works hard to provide the best discounts possible to our members. IDEM Club may be compensated by merchants for some preferred offer placements within the program and/or from some purchases members may make from those offers.

Indemnity

You agree to defend, indemnify, and hold harmless IDEM Club Inc. and its employees, contractors, merchants, corporate partners, managers, officers, shareholders, agents and directors from all liabilities, claims, losses, damages, obligations, costs, and expenses, including attorney's fees, that arise from or relate to (a) your use of and access to the IDEM Club Program, the Site or any services, information or products from the Site; (b) your violation or breach of any of these terms and conditions, or your representations and warranties; or (c) your violation of the rights of any third party, including but not limited to any copyright, property, or privacy right. This defense and indemnification obligation will survive your involvement in the IDEM Club Program. IDEM Club Inc. reserves the right, in its sole discretion, to assume the exclusive defense and control of any claim for which we or any of the indemnitees listed above are entitled to indemnification hereunder. In such event, you shall pay all fees and costs for such defense and shall provide IDEM Club Inc. with such cooperation at no charge as is reasonably requested by it to assert any available defenses.

Copyright and Trademark

The contents of all material available on the Site are copyrighted by IDEM Club, Inc., unless otherwise indicated. All rights are reserved by IDEM Club, Inc., and content may not be reproduced, downloaded, disseminated, published, or transferred in any form or by any means, except with the prior written permission of IDEM Club, Inc., or as indicated below. As a member, you may download pages or other content for your own personal use, consistent with the mission and purpose of IDEM Club, Inc. [as codified in its governing documents] on a single computer. However, no part of such content may be otherwise or subsequently reproduced, downloaded, disseminated, published, or transferred, in any form or by any means, except with the prior written permission of IDEM Club Inc. Copyright infringement is a violation of federal law subject to criminal and civil penalties.

Arbitration and Jurisdiction

The parties expressly agree to submit any controversy to binding arbitration with the American Arbitration Association. Any controversy or claim between the parties arising out of or relating to your involvement in the IDEM Club Program, including but not limited to the use of the Site, shall be submitted to binding arbitration with the American Arbitration Association. The parties expressly agree that this arbitration provision and the terms and conditions set forth herein are to be governed by the Federal Arbitration Act ("FAA").

These terms and conditions shall be governed by and construed in accordance with the laws of the State of Wyoming, without giving effect to its conflicts of law provisions. You hereby submit, as evidenced by signing up for the IDEM Club Program, to the exclusive jurisdiction of the courts of Sheridan County, Wyoming, for purposes of all litigation arising out of or relating to your involvement in the IDEM Club Program. You waive any objections to the forum of Wyoming for lack of venue, forum non convenient, or any other jurisdictional ground.

Should any provision in these terms and conditions be invalid or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect.

The language of these terms and conditions shall be construed according to its fair meaning and not strictly for or against either party. Each party specifically waives the application of the common law doctrine that agreements are to be construed against the party who drafted the agreement.

Wellness Program

IDEM Club's Wellness site offers health, fitness and nutritional information and is designed for educational purposes only. This information should not replace or be used as a substitute for professional medical advice, diagnosis, or treatment. If you have any concerns or questions about your health, you should always consult with a physician or other health-care professional. Do not disregard, avoid or delay obtaining medical or health related advice from your health-care professional because of something you may have read on this site. The use of any information provided on this site is solely at your own risk.

Developments in medical research may impact the health, fitness and nutritional advice that appears here. No assurance can be given that the advice contained in this site will always include the most recent findings or developments with respect to the particular material.

If you are in the United States and think you are having a medical or health emergency, call your health care professional, or 911, immediately.

Disclosure

We may receive compensation for recommendations made in reference to the products or services on this website. This compensation may be in the form of money, services or complimentary products and could exist without any action from a website visitor. Should you purchase a product or service that was recommended by this website, it is understood that some form of compensation might be made to the website owner.

 

Entire Agreement

The User Terms, including any terms incorporated by reference into the User Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these User Terms and any pages referenced in these User Terms, the terms of these User Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the Contract and the User Terms, the terms of the Contract will first prevail, followed by the provisions in these User Terms, and then followed by the pages referenced in these User Terms (e.g., the Privacy Policy). Customer will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

 

Acceptable Use Policy

This Acceptable Use Policy sets out a list of acceptable and unacceptable conduct for our Services. If we believe a violation of the policy is deliberate, repeated or presents a credible risk of harm to other users, our customers, the Services or any third parties, we may suspend or terminate your access. This policy may change as the Service grows and evolves, so please check back regularly for updates and changes. Capitalized terms used below but not defined in this policy have the meaning set forth in the User Terms of Service

Do:

  • comply with all User Terms of Service, including the terms of this Acceptable Use Policy;
  • comply with all applicable laws and governmental regulations, including, but not limited to, all intellectual property, data, privacy, and export control laws, and regulations promulgated by any government agencies, including, but not limited to, the U.S. Securities and Exchange Commission, and any rules of any national and other securities exchanges;
  • upload and disseminate only Customer Data to which Customer owns all required rights under law and under contractual and fiduciary relationships (such as proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) and do so only consistent with applicable law;
  • use commercially reasonable efforts to prevent unauthorized access to or use of the Services;
  • keep passwords and all other login information confidential;
  • monitor and control all activity conducted through your account in connection with the Services;
  • promptly notify us if you become aware of or reasonably suspect any illegal or unauthorized activity or a security breach involving your accounts or teams, including any loss, theft, or unauthorized disclosure or use of a username, password, or account; and

Do not:

  • permit any third party that is not an Authorized User to access or use a username or password for the Services;
  • share, transfer or otherwise provide access to an account designated for you to another person;
  • use the Services to store or transmit any Customer Data that may infringe upon or misappropriate someone else's trademark, copyright, or other intellectual property, or that may be tortious or unlawful;
  • upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component or a technology that unlawfully accesses or downloads content or information stored within the Services or on the hardware of Access Development or any third party;
  • attempt to reverse engineer, decompile, hack, disable, interfere with, disassemble, modify, copy, translate, or disrupt the features, functionality, integrity, or performance of the Services (including any mechanism used to restrict or control the functionality of the Services), any third party use of the Services, or any third party data contained therein (except to the extent such restrictions are prohibited by applicable law);
  • attempt to gain unauthorized access to the Services or related systems or networks or to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of the Services;
  • access the Services in order to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of the Services;
  • use the Services in any manner that may harm minors or that interacts with or targets people under the age of eighteen;
  • engage in activity that incites or encourages violence or hatred against individuals or groups;
  • impersonate any person or entity, including, but not limited to, an employee of ours, an “Administrator”, an “Owner”, or any other Authorized User, or falsely state or otherwise misrepresent your affiliation with a person, organization or entity;
  • use the Services to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act or other laws and regulations concerning national security, defense or terrorism;
  • access, search, or create accounts for the Services by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);
  • send unsolicited communications, promotions or advertisements, or spam;
  • place any advertisements within the Services;
  • send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
  • abuse referrals or promotions to get more credits than deserved;
  • sublicense, resell, time share or similarly exploit the Services;
  • access or use the Services on behalf of, or for the benefit of, any Patent Assertion Entity;
  • use contact or other user information obtained from the Services (including email addresses) to contact Authorized Users outside of the Services without their express permission or authority or to create or distribute mailing lists or other collections of contact or user profile information for Authorized Users for use outside of the Services; or
  • authorize, permit, enable, induce or encourage any third party to do any of the above.

 

YOU HAVE HAD THE OPPORTUNITY TO READ AND REVIEW THESE TERMS AND CONDITIONS AND AGREE TO THE TERMS SET OUT HEREIN FREELY, VOLUNTARILY, AND WITHOUT COERCION.