ATOM Club Terms of Service

THE SERVICE AND ITS CONTENT IS NOT AN EDUCATIONAL INSTITUTION OR AN ACCREDITED PROGRAM, IT DOES NOT AWARD ANY DEGREE, DIPLOMA, CERTIFICATE, OR OTHER CREDENTIAL, AND NOTHING IN THE SERVICE IS FINANCIAL, INVESTMENT, LEGAL, TAX, OR OTHER PROFESSIONAL ADVICE. WE DO NOT PROMISE ANY INCOME, EARNINGS, EMPLOYMENT, OR OTHER RESULT FROM USING THE SERVICE.

PLEASE READ SECTION 17 CAREFULLY. EXCEPT AS SECTION 17 PROVIDES, IT REQUIRES YOU AND CLUB TO RESOLVE DISPUTES THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION, AND IT WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION. THERE IS NO RIGHT TO OPT OUT OF ARBITRATION.

1. Introduction and Acceptance

1.1 Agreement. These Terms of Service (the “Terms”) are a binding agreement between you and ATOM Club Services, LLC, a Delaware limited liability company (“Club,” “we,” “us,” or “our”). They govern your access to and use of the ATOM Club website at atomclub.ai and any related pages, applications, videos, lessons, live sessions, features, and support that we make available (together, the “Service”).

1.2 How you accept. You accept these Terms by checking the box or selecting the button that states that you agree to them when you create an Account, join the waitlist, or activate a Promotional Code. If you do not agree, do not create an Account or use the member features of the Service. If you view the free Intro without an Account, these Terms apply to that use to the extent permitted by law.

1.3 Privacy. Our Privacy Policy describes how we collect, use, disclose, and retain personal information in connection with the Service. It is not part of these Terms, but we encourage you to read it.

1.4 Offer Terms and order of precedence. Some parts of the Service, including a promotional campaign or a paid plan, may be subject to additional terms that we present to you before you accept them (“Offer Terms”). Offer Terms form part of these Terms. If Offer Terms conflict with these Terms, the Offer Terms control for that offer only, except that Offer Terms do not change Sections 14 through 18 unless they expressly say so.

2. Definitions

2.1 In these Terms, the following capitalized terms have the meanings set out below. Other capitalized terms have the meanings given where they are first defined.

“Account“ means the account you create with Club using an email address you control.

“Content“ means the videos, episodes, lessons, the AI Course, recordings of Live Sessions, text, images, graphics, and other materials that we make available through the Service, other than User Submissions.

“AI Course“ means the series of lessons about artificial intelligence tools made available through the Service.

“Distributor“ means a third party that issues Promotional Codes to its own users or customers under an arrangement with Club.

“Intro“ means the introductory video that we make available free of charge without an Account.

“Live Session“ means a live stream, broadcast, or other scheduled event with creators, partners, or other speakers that we make available through the Service.

“Membership“ means a right to access Member Content for a limited period, whether granted through a Promotional Code, a paid plan, or another basis we offer.

“Member Content“ means the Content that is available only to users with an active Membership.

“Promotional Code“ means a code that, when successfully activated in the Service, grants the benefits described in the applicable Offer Terms.

“User Submissions“ means reactions, questions, comments, messages, feedback, and other content that you submit through the Service or to our support team.

3. Nature of the Service

3.1 What the Service is. The Service is an online platform for watching video content. It currently includes the free Intro, a series of video episodes, and the AI Course, and it may later include Live Sessions and other Content. Content is released progressively. The current catalogue in the Service shows which Content is available at any time.

3.2 The purposes of The Services and all Content. The Service and all Content are provided for informational and entertainment purposes only. Club is not a school, college, university, or other educational institution. The Service is not accredited, licensed, or approved by any governmental education authority or accrediting body. We do not provide instruction for academic credit, vocational or professional training, grading, homework review, assessments, individual tutoring, or consultations. Completing any Content does not result in a degree, diploma, certificate, license, or other credential, and does not qualify you for any occupation. Words such as “course,” “lesson,” “learn,” and “training” describe how Content is organized and presented; they do not mean that the Service is an educational program.

3.3 No professional advice. Content reflects the information, experience, and opinions of the people who appear in it as of the time it was recorded. It is not financial, investment, trading, legal, tax, accounting, business, career, medical, or other professional advice, and it is not a recommendation to buy, sell, or hold any asset or to use any product or service. Before making any decision that matters to you, consult a qualified professional who knows your circumstances.

3.4 No guarantee of results. We do not promise or guarantee that you will earn any income, obtain employment, start or grow a business, save time or money, or achieve any other result by using the Service or applying anything shown in the Content. Any example of results described in the Content, whether by us or by a speaker, is not typical and is not a prediction of what you will achieve. Your results depend on many factors outside our control, including your own effort, skills, circumstances, and market conditions.

3.5 Third-party tools. The Content may describe or demonstrate artificial intelligence tools, software, platforms, and services operated by third parties (“Third-Party Tools”). Membership does not include any license, subscription, credits, or access to any Third-Party Tool. Third-Party Tools are governed by their providers’ own terms, pricing, and privacy practices, which may change at any time. We do not control, endorse, or take responsibility for any Third-Party Tool or its output. Output generated by artificial intelligence may be inaccurate, incomplete, biased, or infringing, and you are responsible for reviewing it and for complying with the law and the provider’s terms when you use a Third-Party Tool.

3.6 Speakers and endorsements. Views expressed by the host, creators, partners, guests, or other speakers are their own and do not necessarily reflect the views of Club. The appearance of a person, company, product, or service in the Content is not an endorsement by Club unless we expressly say so. Content is created by or for Club’s licensors and the people who appear in it. Club distributes Content through the Service and may edit or adapt it for that purpose, but does not verify the statements made in it. Where a speaker has a material connection with us or with a product or service they discuss, we will disclose it as required by applicable law.

3.7 Live Sessions. Live Sessions are subject to availability. We may schedule, reschedule, shorten, or cancel a Live Session, or change its speakers, at any time. Unless the announcement for a Live Session or your Offer Terms expressly state otherwise, Membership does not guarantee access to any particular Live Session, to a recording of it, or to any interactive feature such as asking questions. Live Sessions may be recorded, and if you participate using a public or interactive feature, your name or display name and your User Submissions may appear in the recording.

3.8 Changes to Content. We may add, update, reorganize, or remove Content, for example to correct errors, reflect changes in the subject matter, comply with law, or address the expiry of rights from a licensor. Before you purchase a paid plan, we show you which Member Content is available and which Content has been announced for later release. During a billing period that you have already paid for, we will not remove the main video series or the AI Course from the Member Content, except where required by law or by a court or government authority, where our rights from a licensor or speaker expire or are withdrawn, or where necessary to address a legal, safety, or security risk. Changes to Content made in accordance with this Section 3.8 do not entitle you to a refund or credit under Section 7.9.

4. Eligibility and Accounts

4.1 Age requirement. You must be at least 18 years old to create an Account, join the waitlist, activate a Promotional Code, or obtain Membership. The Service is not directed to anyone under 18. If we learn that an Account belongs to a person under 18, we will close the Account.

4.2 Other eligibility. You may not use the Service if we have previously terminated your Account for breach of these Terms, or if you are prohibited from receiving the Service under Section 19 or other applicable law.

4.3 Your Account. You create an Account by providing an email address you control and confirming it with the one-time code we send to that address. You agree to provide accurate information and to keep it up to date. Each person may have only one Account. Your Account is personal to you: you may not share it, allow anyone else to use it, or sell or transfer it.

4.4 Account security. You are responsible for keeping access to your email account secure and for activity in your Account that results from your failure to do so. Notify us promptly at support@atomclub.ai if you believe your Account has been accessed without your permission.

4.5 Waitlist. Joining the waitlist is free. It does not grant Membership and does not guarantee that Membership will be offered to you, on any particular terms, or by any particular date. You may leave the waitlist at any time.

5. Access Levels and Membership

5.1 Free Intro. The Intro is available free of charge, with or without an Account.

5.2 Account without Membership. Creating an Account, joining the waitlist, or holding an unactivated Promotional Code does not by itself give you access to Member Content.

5.3 License to Member Content. While your Membership is active and subject to these Terms, we grant you, under the rights granted to Club by its licensors, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and stream, through the Service, the Member Content that is included in your Membership and has been released, solely for your own personal, non-commercial use. We may end this license only as permitted by these Terms. All rights not expressly granted to you are reserved by Club and its licensors.

5.4 What Membership includes. Membership includes the Member Content released during your Membership Term that falls within the Offer Terms or the plan you obtained. Membership does not include Content that has not yet been released, Content offered separately, or future products or services, and “full access” does not mean permanent access. If you obtain Membership before a series is fully released, later parts become available to you as they are released while your Membership remains active.

5.5 Membership Term. The period during which your Membership is active (the “Membership Term”) is stated in the applicable Offer Terms or at checkout and is shown in your Account. Where you hold more than one Membership, each one is treated separately, and ending or revoking one does not end another that remains active.

5.6 When Membership ends. When your Membership Term expires or your Membership ends under these Terms, you will no longer have access to Member Content unless you hold another active Membership. The Intro remains available. Your Account is not deleted automatically, and you may later obtain Membership again on the terms then offered.

6. Promotional Codes

6.1 Distributors. A Distributor may issue Promotional Codes to its users or customers according to its own eligibility criteria and terms. Your relationship with a Distributor, including whether you qualify for a Promotional Code, is governed by the Distributor’s own terms. Your Account with Club is separate from any account you have with a Distributor, and the email addresses do not need to match.

6.2 Offer Terms. Each Promotional Code provides only the benefits described in its Offer Terms. Before you confirm activation, we will show you the benefit, the date on which the resulting Membership ends, and any other material conditions. Promotional Codes may have an activation deadline, after which they cannot be used.

6.3 Redemption. You must enter a Promotional Code directly in the Service while signed in to your Account. Unless its Offer Terms say otherwise, a Promotional Code may be activated only once, and the benefit belongs to the first eligible Account that successfully activates it. You may give an unused Promotional Code to another person free of charge. You may not sell, auction, barter, or otherwise transfer a Promotional Code for money or anything of value. Once activated, a Promotional Code cannot be reused or used to move Membership to another Account.

6.4 No cash value; replacement. Promotional Codes have no cash value and cannot be exchanged for cash, credit, or refunds. A replacement code invalidates the code it replaces and does not create an additional benefit or extend any activation deadline or Membership Term. Codes from different campaigns may be combined only as their Offer Terms allow, and a campaign does not grant duplicate Membership periods.

6.5 Validation and status information. We validate Promotional Codes and decide whether to grant Membership. To do so and to prevent duplicate use, we exchange limited information about the code, such as its reference and whether it has been issued, activated, expired, replaced, or revoked, with the Distributor that issued it, as described in our Privacy Policy. We do not share your Club email address, Account profile, or viewing activity with the Distributor for this purpose.

6.6 No payment and no automatic renewal. Activating a Promotional Code does not require a payment card, does not enroll you in a paid plan, and does not authorize any charge. When a promotional Membership ends, it does not convert into a paid subscription.

6.7 Invalid codes. A Promotional Code is void if it was obtained through fraud, generated or guessed without authorization, obtained in breach of these Terms or the Distributor’s terms, or activated where prohibited by law. We may decline to activate, or may revoke Membership granted through, a void code under Section 13.2.

7. Paid Plans, Payments, and No Refunds

7.1 Paid plans. We may offer paid Membership plans, such as monthly and annual plans. The price, billing interval, automatic renewal terms, and included Member Content of each plan are the ones shown to you at checkout when you purchase it (the “Plan Terms”). Plan Terms are Offer Terms.

7.2 Payment methods. The payment methods available for a purchase may include Apple Pay, in-app purchase through an app store, and payment by card or other means on our website through a third-party payment processor, and may differ by device, platform, and location. PAYMENT METHODS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND YOUR USE OF EACH OF THEM IS SUBJECT TO THE TERMS OF SERVICE, PRIVACY POLICY, AND OTHER TERMS OF ITS PROVIDER, INCLUDING APPLE, THE APP STORE OPERATOR, THE PAYMENT PROCESSOR, AND YOUR CARD ISSUER OR BANK. We may add, change, suspend, or stop offering any payment method at any time. We do not guarantee that any payment method will be available or will work without interruption, and we are not responsible for the acts, omissions, errors, outages, fees, or currency conversion charges of any third-party payment provider. We do not collect or store your full payment card number; payment details are handled by the relevant payment provider.

7.3 Purchases through an app store. If you purchase a paid plan through an app store, the app store operator bills you, and its terms govern the billing, renewal, and cancellation of that purchase. You manage and cancel that purchase through your account settings with the app store. Club does not process payments made through an app store, and any request concerning a charge made through an app store must be submitted to the app store operator and is decided solely by it under its own policies.

7.4 Disclosure, consent, and authorization. Before you purchase a paid plan, we will clearly show you: (a) the total price and the billing interval; (b) that the plan renews automatically at the end of each billing interval, at the price then in effect, until you cancel; (c) how to cancel; and (d) that all payments are final and non-refundable, as described in Section 7.9. We will charge you only after you give your express affirmative consent to these terms, including by separately confirming that you understand that payments are non-refundable. By completing a purchase, you authorize Club and its payment processor, or the app store operator, to charge the payment method you select for the initial billing interval and for each renewal until you cancel. After your purchase, we will send you a confirmation that includes these terms and how to cancel.

7.5 Prices and taxes. The price shown at checkout is the total amount you will be charged, including any applicable taxes, unless checkout states otherwise. Your bank or card issuer may charge its own fees, such as currency conversion fees, under its own terms. We may change the price of a paid plan. A price change applies only from your next renewal after we notify you, at least 30 days in advance or longer if required by law, and never to a billing period that you have already paid for. If you do not agree to a price change, you may cancel before it takes effect. Where the law requires your consent to a price change, we will ask for it.

7.6 Renewal reminders. We will send you any reminder that applicable law requires before a paid plan renews, including before each renewal of an annual plan.

7.7 Cancelling automatic renewal. You may cancel the automatic renewal of a paid plan at any time. For purchases made on our website, you can cancel online in your Account, using a method that is at least as easy as the one you used to subscribe; for purchases made through an app store, you cancel through the app store as described in Section 7.3. Cancellation takes effect at the end of the billing period you have already paid for: we will not charge you again, and you keep access to the Member Content included in your plan until the end of that period. We will confirm your cancellation.

7.8 Ending Membership immediately. Instead of cancelling automatic renewal, you may choose to end your paid Membership immediately or to close your Account. If you do, your access to Member Content ends at once and you will not receive any refund or credit for the remainder of the billing period. Before you confirm, we will show you this consequence and remind you that you can instead cancel automatic renewal and keep access until the end of the period you have paid for.

7.9 All payments are final; no refunds. ALL PAYMENTS FOR PAID PLANS ARE FINAL AND NON-REFUNDABLE. CLUB DOES NOT PROVIDE REFUNDS, CREDITS, OR PRORATED CHARGES FOR ANY REASON, INCLUDING FOR: (A) ANY PARTIALLY USED OR UNUSED BILLING PERIOD; (B) CANCELLATION OF AUTOMATIC RENEWAL; (C) ENDING YOUR MEMBERSHIP IMMEDIATELY OR CLOSING YOUR ACCOUNT; (D) SUSPENSION OR TERMINATION OF YOUR ACCESS UNDER SECTION 13.2; (E) CONTENT THAT YOU DID NOT WATCH OR DID NOT LIKE; (F) THE RELEASE SCHEDULE OF CONTENT OR CHANGES TO CONTENT MADE IN ACCORDANCE WITH SECTION 3.8; (G) THE RESCHEDULING OR CANCELLATION OF ANY LIVE SESSION; OR (H) ANY PERIOD ALSO COVERED BY A PROMOTIONAL CODE. PLEASE REVIEW THE PLAN TERMS AND THE AVAILABLE CONTENT BEFORE YOU PURCHASE. IF YOU DO NOT WANT A PLAN TO RENEW, CANCEL AUTOMATIC RENEWAL BEFORE THE END OF THE CURRENT BILLING PERIOD.

7.10 Promotional Codes and paid plans. If you activate a Promotional Code while a paid plan is active, your next renewal charge will be deferred until the promotional Membership ends, as described in the applicable Offer Terms. We will not charge you for any period covered by a promotional Membership that was active before the charge. Activating a Promotional Code does not reverse or reduce any charge already made.

7.11 Failed payments. If we cannot collect a renewal payment, we may retry the payment method on file and ask you to update it. If the payment is not completed, your Membership ends at the end of the billing period you have already paid for.

7.12 Billing errors and payment disputes. If you believe you were charged in error, including a charge you did not authorize or one that differs from the amount disclosed to you at checkout, contact us at support@atomclub.ai with the subject line “Billing” within 60 days after the charge. We will investigate and correct any billing error we confirm. Correction of a confirmed billing error is not a refund under Section 7.9. If you dispute a charge with your bank or card issuer, we may suspend your access to Member Content while the dispute is pending. Nothing in this Section 7 limits any right you have under applicable law in relation to unauthorized or erroneous charges.

8. Acceptable Use

8.1 You agree not to, and not to help or allow anyone else to:

(a) download, record, capture, copy, reproduce, rebroadcast, publicly perform, or distribute any Content, including by screen recording, except as a feature of the Service expressly permits;

(b) share your Account or access credentials, or provide access to Member Content to anyone who does not have their own Membership;

(c) circumvent, disable, or interfere with any access control, geographic restriction, or content protection measure of the Service;

(d) use any robot, scraper, crawler, or other automated means to access the Service or collect Content or data from it;

(e) use any Content to train, fine-tune, test, or improve any artificial intelligence or machine learning model, or to create a dataset, summary service, or derivative product;

(f) use the Service or any Content for any commercial purpose, including reselling access or offering Content as part of your own product or service;

(g) artificially inflate views, reactions, or other metrics, or create multiple Accounts to obtain additional Promotional Code benefits;

(h) probe, scan, or test the vulnerability of the Service, or breach any security or authentication measure, without our written permission;

(i) decompile, reverse engineer, or attempt to derive the source code of the Service, except to the extent applicable law expressly permits;

(j) impersonate any person, misrepresent your affiliation with any person, or use a false identity to create an Account;

(k) harass, threaten, or abuse any person, or submit any User Submission that is unlawful, defamatory, obscene, hateful, infringing, or that contains malware; or

(l) use the Service in violation of applicable law or these Terms.

9. User Submissions

9.1 Ownership and license. You keep any rights you have in your User Submissions. You grant Club a worldwide, non-exclusive, royalty-free license to host, store, reproduce, display, and use your User Submissions as needed to operate, provide, secure, and improve the Service, to respond to you, and, for User Submissions made in a Live Session using a public or interactive feature, to include them in the recording of that Live Session. This license lasts for as long as we retain the User Submission in accordance with our Privacy Policy, except that it continues for Live Session recordings already made.

9.2 Reactions. You may leave one reaction per episode and may change or remove it. Other users see only aggregate reaction counts. Our team can see which Account left a reaction.

9.3 Your responsibility. You are responsible for your User Submissions and represent that you have the rights needed to submit them and that they do not violate these Terms or the law. We may remove any User Submission that we reasonably believe violates these Terms.

9.4 Feedback. If you send us ideas or suggestions about the Service, we may use them without restriction or compensation to you.

10. Intellectual Property

10.1 Ownership and license. The Content, and the ATOM Club name and logos, are owned by Club’s licensors. Club makes the Content available through the Service, and may edit, adapt, translate, or otherwise modify it for that purpose, under license from them. The software and design of the Service are owned by Club or its licensors. All of them are protected by copyright, trademark, and other laws. Except for the license in Section 5.3, these Terms do not grant you any right, title, or interest in them.

10.2 Copyright complaints. If you believe that material in the Service infringes your copyright, send a notice to support@atomclub.ai with the subject line “Copyright Notice” that includes: (a) your physical or electronic signature; (b) identification of the copyrighted work; (c) identification of the allegedly infringing material and where it is located in the Service; (d) your contact information; (e) a statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner’s behalf. We will terminate, in appropriate circumstances, the Accounts of users who repeatedly infringe.

11. Third-Party Services

11.1 The Service may use or link to services operated by third parties, such as sign-in providers, email delivery services, and video hosting, and the Content may refer to Third-Party Tools. We are not responsible for third-party services or their content, availability, or privacy practices, and your use of them is governed by their own terms.

12. Communications

12.1 Service messages. We send messages that are necessary to operate the Service, such as one-time sign-in codes, confirmations that we have received a Promotional Code request and that Membership has been granted, security notices, and notices about changes to these Terms. You cannot opt out of these messages while you have an Account.

12.2 Marketing messages. We send marketing emails only if you opt in. You can unsubscribe at any time using the link in any marketing email or by contacting us. Unsubscribing does not affect your Membership or your service messages.

12.3 Electronic communications. You consent to receive agreements, notices, disclosures, and other communications from us electronically, by email to the address associated with your Account or through the Service, and agree that such electronic communications satisfy any legal requirement that they be in writing. You may withdraw this consent by closing your Account.

13. Suspension and Termination

13.1 By you. You may stop using the Service at any time. You may cancel automatic renewal of a paid plan under Section 7.7, or end a Membership immediately or close your Account under Section 7.8 or by contacting support@atomclub.ai. Ending a Membership immediately or closing your Account ends your access to Member Content at once and stops all future charges. No refund or credit is provided, as described in Section 7.9.

13.2 By us, for cause. We may suspend or end your access to all or part of the Service, revoke a Membership, or close your Account if: (a) you materially breach these Terms or any Offer Terms; (b) you misuse a Promotional Code or the code is void under Section 6.7; (c) we reasonably suspect fraud, abuse, account sharing, or unauthorized access involving your Account; (d) doing so is reasonably necessary to protect the security or integrity of the Service or the rights or safety of others; or (e) we are required to do so by law or by a court or government authority. Revoking one Membership does not end another Membership you hold unless the same reason applies to it. When we act under this Section 13.2, no refund or credit is provided, as described in Section 7.9.

13.3 Discontinuing the Service, a plan, or an offer. We may discontinue the Service or any part of it, stop offering a paid plan, or end a promotional campaign or a promotional Membership, for legitimate business or operational reasons, by giving you at least 30 days’ notice. If you have a paid Membership, we will not end your access to Member Content for such a reason before the end of the billing period you have already paid for. Instead, we will turn off automatic renewal so that you are not charged again, and until the end of that billing period you will continue to have access to at least the Member Content released as of the date of our notice.

13.4 Notice and review. When we suspend or end your access under Section 13.2, we will notify you. We may withhold the details of our reasons where disclosing them would compromise security, an investigation, or the rights of others, or is prohibited by law. You may ask us to review our decision by contacting support@atomclub.ai.

13.5 Effect of termination; survival. When your Account is closed, your license to Member Content ends. Our handling of your personal information after closure is described in our Privacy Policy. Sections 2, 3.2 through 3.6, 6.4, 7.9, 7.12, 9.1 (as to Live Session recordings already made), 9.4, 10, 13.5, and 14 through 23, and any other provision that by its nature should survive, survive termination.

14. Disclaimers

14.1 THE SERVICE AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, CLUB AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

14.2 WITHOUT LIMITING SECTION 14.1, WE DO NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (B) ANY CONTENT IS ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR ANY PURPOSE, INCLUDING BECAUSE ARTIFICIAL INTELLIGENCE TOOLS AND THE LAW AND PRACTICES THAT APPLY TO THEM CHANGE RAPIDLY; (C) ANY THIRD-PARTY TOOL WILL BE AVAILABLE, WORK AS DESCRIBED, OR PRODUCE ACCURATE OR LAWFUL OUTPUT; OR (D) YOU WILL ACHIEVE ANY RESULT BY USING THE SERVICE. YOU USE THE CONTENT AND ANY THIRD-PARTY TOOL AT YOUR OWN RISK.

14.3 The disclaimers in this Section 14 apply to the fullest extent permitted by applicable law. Where applicable law does not permit a warranty to be excluded, that warranty is limited to the minimum scope and duration permitted by that law. Section 15.6 sets out how this Section 14 applies to residents of New Jersey.

15. Limitation of Liability

15.1 Excluded damages. SUBJECT TO SECTIONS 15.3 AND 15.6, NEITHER CLUB NOR ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SAVINGS, BUSINESS OPPORTUNITY, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR ANY CONTENT, INCLUDING DAMAGES OF THOSE KINDS THAT ARISE FROM ANY INVESTMENT, BUSINESS, CAREER, OR OTHER DECISION, OR FROM ANY USE OF A THIRD-PARTY TOOL, THAT YOU OR ANYONE ELSE MAKES IN RELIANCE ON THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap on liability. SUBJECT TO SECTIONS 15.3 AND 15.6, THE TOTAL AGGREGATE LIABILITY OF CLUB AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR ANY CONTENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO CLUB FOR THE SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, AND (B) ONE HUNDRED U.S. DOLLARS (US$100).

15.3 Exceptions. NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY LIABILITY OF CLUB FOR: (A) DEATH OR BODILY INJURY CAUSED BY ITS NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A KNOWING VIOLATION OF LAW; (D) DAMAGES, PENALTIES, ATTORNEYS’ FEES, OR OTHER REMEDIES THAT A STATUTE MAKES AVAILABLE TO YOU AND THAT CANNOT BE WAIVED OR LIMITED BY AGREEMENT, INCLUDING UNDER CONSUMER PROTECTION, AUTOMATIC RENEWAL, DATA SECURITY, AND PRIVACY LAWS; OR (E) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

15.4 Scope. THE LIMITATIONS IN THIS SECTION 15 APPLY TO ALL THEORIES OF LIABILITY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND STATUTE, SUBJECT TO SECTION 15.3. THEY APPLY EVEN IF A LIMITED REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.

15.5 Allocation of risk. You acknowledge that the prices of paid plans, and our decision to make some Content available free of charge, reflect the disclaimers and limitations in Sections 14 and 15, and that those disclaimers and limitations reflect a reasonable allocation of risk between you and Club and form an essential basis of the bargain between you and Club.

15.6 New Jersey residents. If you reside in New Jersey: (a) the exclusion of punitive damages in Section 15.1 does not apply to you; (b) Sections 15.1 and 15.2 do not limit Club’s liability for its negligence that causes bodily injury or damage to tangible property, or for any claim under the New Jersey Consumer Fraud Act or the Truth-in-Consumer Contract, Warranty and Notice Act; (c) Section 14 does not exclude any warranty that New Jersey law does not permit to be excluded in a consumer contract; and (d) Section 16 does not require you to indemnify Club for claims arising from Club’s own negligence. The remaining provisions of Sections 14, 15, and 16 apply to you.

16. Indemnification

16.1 To the extent permitted by applicable law, you will defend, indemnify, and hold harmless Club, its affiliates, and its licensors, and their respective officers, directors, employees, and agents, from and against any third-party claims, and related losses, liabilities, damages, costs, and reasonable attorneys’ fees, to the extent arising out of: (a) your breach of Section 8; (b) your User Submissions; or (c) your violation of applicable law or of the rights of a third party. You have no obligation under this Section 16 to the extent a claim arises from Club’s own breach of these Terms, negligence, or willful misconduct.

16.2 We will promptly notify you of any claim for which we seek indemnification, allow you to control the defense (except that we may participate with counsel of our choosing at our own expense), and reasonably cooperate with you. You may not settle any claim in a manner that imposes an obligation on us or admits fault on our behalf without our prior written consent.

17. Dispute Resolution; Binding Arbitration; Class Action Waiver

17.1 Informal resolution first. Before starting any arbitration or court proceeding, you and Club each agree to try to resolve any dispute informally. The party raising the dispute must send a written notice describing the dispute, the relief sought, and the sender’s contact information (to Club at support@atomclub.ai with the subject line “Legal Notice,” or to you at the email address associated with your Account). If the dispute is not resolved within 60 days after the notice is received, either party may begin a proceeding as provided below. At the request of either party, the parties will hold an individual telephone or video conference to discuss the dispute in good faith during that period. Any applicable limitations period is tolled during this informal resolution process.

17.2 Agreement to arbitrate. Except as provided in Sections 17.3 and 17.10, you and Club agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, any Content, or any Promotional Code, including any such claim that you bring against Club’s affiliates or licensors and disputes about the scope, enforceability, or arbitrability of this Section 17 (a “Dispute”), will be resolved by final and binding individual arbitration, and not in court. The arbitrator, and not any court, has exclusive authority to resolve any dispute about the interpretation, applicability, or enforceability of this Section 17, except that a court has exclusive authority to decide disputes about Section 17.5 (Class Action Waiver) and Section 17.6 (Mass Arbitration).

17.3 Exceptions. Either party may: (a) bring an individual claim in small claims court, if the claim qualifies and remains there; and (b) seek injunctive or other equitable relief in court to stop the actual or threatened infringement, misappropriation, or violation of its intellectual property rights, and Club’s licensors may do the same with respect to the Content. Nothing in this Section 17 prevents you from bringing an issue to the attention of a federal, state, or local government agency.

17.4 Arbitration rules and procedure. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules and, where applicable, its Mass Arbitration Supplementary Rules, in each case as in effect when the arbitration is filed and as modified by this Section 17. The arbitration will be conducted by a single arbitrator. Unless the parties agree otherwise, any hearing will take place by videoconference or, if an in-person hearing is required, in the county or equivalent locality where you reside. The arbitrator may award the same individual relief that a court could award, applying the law described in Section 18, but only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Club will pay the filing, administration, and arbitrator fees that exceed any fee you would have paid to file a claim in court, except where the arbitrator determines that your claim was frivolous or brought for an improper purpose. Judgment on the award may be entered in any court of competent jurisdiction.

17.5 Class action waiver. YOU AND CLUB EACH AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. If a court finally determines that this Section 17.5 is unenforceable as to any claim or request for relief, that claim or request will be severed and decided by a court under Section 17.8, and will not be arbitrated on a class, consolidated, or representative basis; all other claims will remain subject to individual arbitration.

17.6 Mass arbitration. If 25 or more demands for arbitration that are substantially similar are filed against Club, or by Club, by or with the assistance of the same or coordinated counsel, the AAA Mass Arbitration Supplementary Rules will apply to those demands, and the parties will cooperate in good faith with the administrator to resolve them efficiently, including through any process arbitrator, batching, or bellwether procedures available under those rules.

17.7 Public injunctive relief. Nothing in this Section 17 waives any right you may have under applicable law to seek public injunctive relief. Any claim for public injunctive relief will be severed, stayed pending the completion of the individual arbitration, and decided by a court under Section 17.8.

17.8 Court proceedings; jury waiver. Any Dispute that is not subject to arbitration will be brought exclusively in the state or federal courts located in the State of Delaware, and you and Club consent to personal jurisdiction and venue in those courts; however, if you are a consumer and applicable law entitles you to bring a claim in the courts where you reside, you may do so. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND CLUB EACH WAIVE THE RIGHT TO A JURY TRIAL.

17.9 Changes to this Section 17. If we make a material change to this Section 17, we will give you at least 30 days’ notice. The change will not apply to any Dispute of which Club had written notice before the change took effect. If you do not agree to the change, you may reject it by notifying us at support@atomclub.ai within that 30-day period, in which case the version of this Section 17 in effect immediately before the change will continue to apply to you.

17.10 Users outside the United States. If you reside outside the United States and the mandatory law of your country of residence does not permit a consumer to agree in advance to arbitration, a class action waiver, a jury waiver, or the choice of forum in Section 17.8, that provision does not apply to you, and you may bring a Dispute before the courts of your country of residence. Section 17.1 continues to apply, except to the extent it would restrict any right you have under applicable law to bring proceedings.

18. Governing Law

18.1 These Terms, and any Dispute, are governed by the Federal Arbitration Act with respect to Section 17 and otherwise by the laws of the State of Delaware, without regard to its conflict of laws rules. This choice of law does not deprive you of the protection of any mandatory consumer protection law of the state or country in which you reside that cannot be waived by contract.

19. Export Controls and Sanctions

19.1 You may use the Service only in compliance with U.S. export control and economic sanctions laws. You represent that you are not: (a) located in, or ordinarily resident in, a country or region subject to comprehensive U.S. sanctions; (b) identified on, or owned or controlled by a person identified on, any U.S. government list of restricted or prohibited parties, including the Specially Designated Nationals and Blocked Persons List; or (c) otherwise prohibited from receiving the Service under applicable law.

20. Changes to These Terms

20.1 We may update these Terms from time to time, including to reflect changes to the Service, our business, or applicable law without notice. We will post the updated Terms in the Service and update the Effective Date. If a change materially and adversely affects your rights or obligations, we will notify you by email or through the Service at least 30 days before it takes effect, unless the change is required sooner by law or is necessary to address a security risk, in which case we will notify you as soon as reasonably practicable. Other changes take effect when posted. Updates apply only going forward and do not apply to any Dispute arising from events that occurred before the update took effect. Changes to Section 17 are governed by Section 17.9.

20.2 If you continue to use the Service after an update takes effect, you accept the updated Terms. If you do not agree with an update, you must stop using the Service and may close your Account under Section 13.1. Where required by law, we will ask for your express agreement rather than relying on your continued use. No update will reduce the Membership Term of a Membership you already hold, impose new charges for it, or change the price, renewal, or cancellation terms that apply to a billing period you have already paid for.

21. Notice to California Residents

21.1 Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

22. General

22.1 Entire agreement. These Terms, together with any Offer Terms, are the entire agreement between you and Club regarding the Service and supersede any prior agreements or understandings regarding the Service.

22.2 Assignment. You may not assign or transfer these Terms, your Account, or any Membership without our prior written consent. We may assign these Terms, without your consent, to an affiliate or to any person that assumes the operation of the Service, including a licensor, or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of the assets or business to which these Terms relate, provided that the assignee assumes our obligations under these Terms.

22.3 Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect, except as provided in Section 17.5.

22.4 No waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.

22.5 Force majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including natural disasters, pandemics, war, terrorism, labor disputes, government action, failures of the internet or of third-party infrastructure, or cyberattacks that could not reasonably have been prevented.

22.6 Relationship; no third-party beneficiaries. You and Club are independent parties. These Terms do not create any partnership, joint venture, employment, agency, or fiduciary relationship. These Terms do not confer any rights on any third party, except that Club’s affiliates, licensors, and service providers may rely on and enforce Sections 14 and 15, Club’s affiliates and licensors may rely on and enforce Section 17, Club’s licensors may enforce Sections 5.3, 8, and 10 with respect to the Content, the persons indemnified under Section 16 may enforce Section 16, and Apple may enforce Section 22.9.

22.7 Language. These Terms are written in English. If we provide a translation, the English version controls to the extent of any conflict, unless applicable law requires otherwise.

22.8 Interpretation. Headings are for convenience only. The words “including” and “for example” mean “including without limitation.”

22.9 Apple App Store. If you access the Service through an application downloaded from the Apple App Store (the “App”), the following also applies. These Terms are between you and Club only, not Apple Inc. (“Apple”), and Club, not Apple, is solely responsible for the App and its content. Your license to use the App is limited to use on Apple-branded products that you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions. Apple has no obligation to provide any maintenance or support services for the App. Apple has no warranty obligation for the App other than any obligation it has under its own terms, and Club is responsible for any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure of the App to conform to any warranty, to the extent such responsibility is not effectively disclaimed under these Terms. Club, not Apple, is responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection, privacy, or similar laws, and claims that the App or your possession and use of it infringes a third party’s intellectual property rights. You represent that you are not located in a country subject to a U.S. government embargo or designated as a “terrorist supporting” country, and that you are not listed on any U.S. government list of prohibited or restricted parties. You must comply with any applicable third-party terms when using the App. Apple and its subsidiaries are third-party beneficiaries of this Section 22.9 and, once you accept these Terms, Apple will have the right to enforce this Section 22.9 against you.

23. Contact Us

23.1 ATOM Club Services, LLC. Questions about these Terms, support requests, and legal notices may be sent to support@atomclub.ai. Please use the subject line “Legal Notice” for legal notices.