Challenge Club

Please read these Terms of Use carefully. These Terms of Use, and any supplemental terms and conditions that may apply under certain conditions (the “Agreement”), are a contract between you (also, the “User”) the user of a Challenge Club Corp. product or service, and Challenge Club Corp. (also ”Challenge Club”, “we”, “our”, “us”, and other such first-person pronouns). Challenge Club Corp. is a Delaware C Corporation, with a principal address of 872 South Milwaukee Avenue #293, Libertyville, Illinois 60048. By using Challenge Club products or services, including the Challenge Club website, any associated mobile application, or any Application Programming Interface ("API") (collectively, the “Site”), including any associated text, images, audio, code, or other material (the “Content”) (collectively our “Products”), you agree to be bound by this Agreement and the Challenge Club Privacy Policy (collectively the "Terms"). You represent to Challenge Club that you have read, understood, and expressly agreed to be bound by the Terms, and any contained or referenced terms, conditions, and/or notices. You acknowledge that you may indicate such agreement in a variety of ways, such as selecting any affirmation method (e.g. clicking a button that says “I agree”, “I accept”, etc.), if applicable, making use of Challenge Club Products, or otherwise participating in a Challenge, including participating in a Challenge through a third-party. You agree to and warrant that you will comply with all local laws and rules regulating use of any Challenge Club Products. Use of Challenge Club Products is not authorized in any jurisdiction that does not give full effect to these Terms.

From time to time, we may issue modified or additional rules, terms, and conditions associated with our Products due to specific conditions, such as special events or contests, or specific legal obligations associated with one or more User’s age or location. You agree to be subject to those supplemental terms and conditions, as applicable, and in the event of a conflict with these Terms of Use, they prevail. We may amend the Terms at any time, and those amended Terms are effective as soon as they are posted and made available to Users for their review. The failure of Challenge Club to comply with any provision of these Terms due to an act of God, hurricane, war, fire, riot, earthquake, terrorism, act of public enemies, act of any governmental authority outside of the control of Challenge Club (excepting compliance with applicable codes and regulations) or other force majeure event will not be considered a breach of these Terms. If you do not agree to the Terms, you may not use Challenge Club Products.

A link to our Privacy Policy may be found on the front page of our website, https://chalclub.com. If you are unable to find it, or if you otherwise have difficulty accessing the Privacy Policy, please contact us at support@chalclub.com for assistance.

Please read the Terms carefully, and make sure that you understand them before accepting them. By using our Products, you acknowledge that you have read, understood, and agreed to be bound by the Terms. It is your responsibility to ensure that you have read and understood the Terms. Do not agree to the Terms without first reading them and ensuring that you understand them. Your use of Challenge Club Products is conditional on your continued agreement to our Terms. If you do not agree to the Terms, you may not make use of Challenge Club Products.

Any dispute between you and Challenge Club, apart from disputes resolved in small claims court, is subject to a class action waiver and must be resolved by individual binding arbitration. Please read the “Disputes With Challenge Club” section below for more information about arbitration.

Challenge Process

The process of one or more Users being tasked to perform a specified act or set of acts (the “Champion” or “Champions”) by one or more other Users who pledge a payment (the sum of which is the “Stake”) to the Champion (the “Challenger” or “Challengers”) that may be provided if the act or acts are assessed by the Challengers as having been successfully performed is a “Challenge.”

A Challenge may have a status of “Open,” “Accepted,” “Declined,” “Forfeited,” “Claimed,” "Confirmed," "Denied," and "In Review." The Challenge process begins when a User creates a Challenge for one or more other Users. At this point the Challenge is “Open,” and it remains Open until it is accepted by all Champions (“Accepted”) or declined by at least one Champion (“Declined”). Challenges may be affirmatively declined or declined by operation of rule, such as a fixed end date for a Challenge to be accepted by all Champions. Open and Accepted Challenges may be joined by Users as Challengers. Challenge Club may require that some Challengers pre-approve a payment through the third-party payment provider used by Challenge Club and its Users, PayPal.

When a Challenge is accepted, the Champions and Challengers involved in the Challenge (the “Challenge Participants") will be sent information, such as a URL, directing them to a portion of our Site where they will be able to perform Challenge-related actions such as claiming or forfeiting the Challenge.

If a Champion believes that the Challenge will not be acceptably performed, they can use the corresponding portion of our Site to forfeit the Challenge ("Forfeited"). If all Champions forfeit the Challenge, the Challenge will resolve as "Forfeited." Any pre-approved payments will be canceled at this time.

If a Champion believes that the Challenge has been performed successfully, they can use the corresponding portion of our Site to claim the Challenge ("Claimed"). Challenge Club will notify the other Challenge Participants that the Challenge has been claimed and provide them with a URL allowing them to confirm or deny the claim. The Challengers will have a fixed period of time as specified in the Challenge to either confirm or deny the claim (the “Challenger Vote").

If the consensus of Challengers who participate in the Challenger Vote, as determined by a proprietary algorithm used by us to assess Challenger consensus (the "Proprietary Consensus Algorithm" or "Algorithm") is to confirm the claim, Challenge Club will create a payment of the Stake, less any Challenge Club fees, from the Challengers to the Champions. The Challenge will resolve as Confirmed.

If no Challengers vote during the Challenger Vote, then the Challenge will resolve as Confirmed. Challenge Club will create a payment of the Stake, less any Challenge Club fees, from the Challengers to the Champions.

If the consensus of Challengers who participate in the Challenger Vote, as determined by the Algorithm, is to deny the claim, the Challenge will resolve as Denied. Any pre-approved payments will be canceled at this time.

Champions commit to making a good faith attempt to satisfactorily perform any Challenge that they accept. Abandoning Challenges without cause may result in remedial measures, including the suspension or termination of a Champion’s account. Challengers commit to paying the offered Stake for Challenges in which they participate. Refusing to pay, regardless of whether a Challenger disagrees with the outcome of a Challenge, may result in remedial measures, including the suspension or termination of a Challenger’s account.

Payments and Fees

Payments

Challenge Club uses PayPal as its payment provider (the “third-party payment provider”). Challenge Club currently requires Users to have a valid PayPal account for payments. Challengers commit to paying their portion of the Stake when a Challenge resolves as Confirmed. Challenge Club may require that some Challengers pre-approve a payment through the third-party payment provider used by Challenge Club.

Challenge Club allows for the rapid creation and hosting of challenges between Users. As part of this service, Challenge Club facilitates the transfer of funds between third-party payment provider accounts held by participants in a Challenge. Challenge Club does not, itself, ever hold a User’s money in an account owned by Challenge Club. By using Challenge Club, however, you recognize and acknowledge that Challenge Club may need to authorize the transfer of money between your third-party payment provider account and the third-party payment provider account or accounts of one or more other Users based on the resolution of a challenge.

Neither Challenge Club nor any of its members, managers, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them, under or in connection with its role as an actor with limited rights with respect to a User’s third-party payment provider account, except for its or their own gross negligence or willful misconduct.

Challenge Fee

For Challenges that resolve as Confirmed, payment to Challenge Club for creating and servicing the Challenge is deducted from the Stake. This fee defaults to 15% of the Stake, but may be adjusted lower by Challenge Club at its sole discretion. This fee is in addition to any fee charged by the third-party payment provider.

The Stake

The Stake is the sum of the amounts pledged by Challengers during a Challenge. Challengers must have sufficient funds available through a valid third-party account during a Challenge to pay their portion of a Stake, and must pay that amount if that Challenge resolves as Confirmed. However, Challenge Club cannot guarantee that Challengers will have sufficient funds or otherwise permit payment of their portion of a Stake should a Challenge resolve as Confirmed. Challenge Club cannot guarantee User payment. Challenge club shall not be liable for any portion of the Stake that is not paid in this way, nor any losses, damages, or other expenses incurred by a Champion in relation to Challenge Club or its Products, including those incurred with the expectation that a Stake would be a particular amount. Challenge Club makes no guarantees with respect to the value of a Stake during or at the conclusion of a Challenge. The value of currencies may fluctuate, which may change the value of a Stake during or at the conclusion of a Challenge.

Users may not offer or accept payments related to Challenges using any method other than through Challenge Club. Please contact Challenge Club at support@chalclub.com if you have been asked to use an alternative payment method or otherwise make or receive a payment other than through Challenge Club.

Refunds

You acknowledge that Challenges involve multiple Users, that we provide a valuable service by hosting and managing the Challenge process, and that Users may invest resources, both tangible and intangible, as soon as a Challenge begins. Because we never hold money pre-authorized for a Challenge or otherwise awarded, we cannot refund these sums and are under no obligation to attempt to claw them back from any User. We reserve the right to decline to refund any User fees, although we may do so on a case by case basis at our discretion. Refund requests should be made by contacting Challenge Club at support@chalclub.com.

Alternative Payment Methods

Spending Limitations and Taxes

We reserve the right to impose limits on the amount of money that can be associated with a Challenge. At our discretion, funds may be delayed if there are indications of risk, fraud, or criminal activity.

It is the sole responsibility of each User to determine the applicability of any taxes that may be due as a result of the use of our Products, including the participation in any Challenge. We are not responsible for tax advice, calculation of taxes that may be due, or reporting tax data to any agency. This applies to all agencies and levels of government. You, not Challenge Club, are responsible for filing and paying applicable state and federal taxes on any winnings. We do not provide tax advice, nor should any statements in this agreement or in our Products be construed as tax advice. Any tax advice provided by any other User or third-party through any of our Products is not endorsed by us, and is relied on at your own risk.

User Eligibility

Users must be at least 18 years of age to make use of a Challenge Club Product. Users may only use Challenge Club in a manner consistent with these Terms. You represent and warrant that you are fully able and competent to enter into any and all terms, conditions, obligations, affirmations, representations and warranties associated with the use of Challenge Club products and services, including these Terms, and to abide by and comply with these terms.

This service is not intended for, and may not be used by, Users under the age of 18, either directly or indirectly, such as through a proxy. By using Challenge Club products or services, you are representing and warranting that:

you are of 18 years of age or older (or the minimum age for entering into contracts in the jurisdiction in which you live, if greater);
you have no qualities, characteristics, or restrictions which limit your ability to bindingly agree to these Terms;
you are not listed on any Government list of prohibited or restricted parties that would limit your ability to participate in a Challenge;
you will abide at all times by these Terms and any other agreements between you and Challenge Club regarding your use of our Products.

If you do not meet these eligibility requirements, you are not authorized to use our Products.

Gambling

As a User of Challenge Club products and services, you will be able to use our platform to create and manage one or more Challenges between Users, each of which has defined resolution criteria, and a defined payout upon the resolution of the Challenge. Challenge Club provides an automated mechanism for creating and managing Challenges, as well as facilitating payouts. Challenges must be based on knowledge and/or skill, and winners are determined by the criteria stated in each Challenge.

Challenge Club is not a money transmitter, payment processor, or other financial institution or entity subject to the Unlawful Internet Gambling Enforcement Act of 2006. Any winning outcome of a Challenge must reflect the relative knowledge and/or skill of one or more of the participants to a Challenge, and be determined predominantly by accumulated statistical or other measurable results of the performance of one or more of the participants to a Challenge. Users may not use Challenge Club as an aid to online gambling, as defined in the Unlawful Internet Gambling Enforcement Act of 2006 or any relevant law, as an aid to offline gambling, or for the sale of goods or services outside the parameters of a Challenge.

Identity Validation

Users agree to allow Challenge Club to make inquiries necessary to validate their identities. This may come through direct contact with Users from Challenge Club, or via third-parties.

Intellectual Property

"Challenge Club" and all related logos, products, and services are either trademarks or registered trademarks of Challenge Club. The appearance, design, and composition of the Challenge Club Products is original content, wholly owned by Challenge Club, and cannot be used, reused, copied, distributed, redistributed, or imitated without prior written approval from Challenge Club.

User Content

You understand that all content made available on Challenge Club Products by a User (“User Content”), including but not limited to profile information and communications with other Users, whether privately transmitted or made publicly available, is the sole responsibility of the person from which such User Content originated. This means that you, not Challenge Club, are entirely responsible for all User Content that you upload, post, share, email, transmit, or otherwise make available via our Products. Under no circumstances will Challenge Club be liable in any way for any User Content.

You acknowledge that Challenge Club may or may not pre-screen User Content, but that Challenge Club and its designees have the right (but not the obligation) in their sole discretion to pre-screen, refuse, permanently delete, undelete, modify and/or move any User Content available through our Products. Without limiting the foregoing, Challenge Club and its designees shall have the right to remove any User Content that violates these Terms or is otherwise objectionable in Challenge Club sole discretion. You understand that by using our Products, You may be exposed to User Content that you may consider to be offensive or objectionable. You agree that you must evaluate, and bear all risks associated with, the use or disclosure of any User Content. You further acknowledge and agree that you bear the sole risk of reliance on any Content available on or through our Products.

You are solely responsible for your interactions with other Users. Challenge Club reserves the right, but has no obligation, to monitor disputes between you and other Users.

Product Content

Challenge Club owns all rights in and to any content created by Users as part of the direct use of our Products, including but not limited to the terms of a Challenge, its resolution criteria, and the relationships among participants, and between participants and the Challenges themselves.

With respect to any other User Content, such as User Content created through the indirect use of our Products (such as materials used for the promotion of a Challenge), you grant Challenge Club an irrevocable, fully sub-licensable, perpetual, world-wide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such User Content (in whole or in part), and to incorporate such User Content into other works, in any format or medium now known or later developed.

Contacting Users

Transparency is important to us, as is effective User communication. You agree that we may contact you by e-mail to an email address, by telephone or text-message, through social media sites such as Facebook or Twitter, through other third-party methods, through our Products, or, when necessary, by mail to a street address. Notices sent electronically are considered to have been received within 24 hours of their delivery. We reserve the right to refuse service to any User who cannot or will not accept communication in electronic form.

Assignment and Reassignment

The rights and obligations described in these Terms are non-transferable. You may not assign or reassign any of these Terms without the prior written approval of Challenge Club. Challenge Club reserves the right to transfer or assign these Terms or any right or obligation under this Agreement at any time without limitation. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to the Terms.

Restricted Activities

As a User of Challenge Club products and services, you agree that, within the scope of your use of Challenge Club products or services, you will not perform any activity that is unlawful or prohibited by these Terms, or otherwise not reasonably intended by Challenge Club. As a representative, non-exhaustive, list of restricted activities, you agree that you will not:

take actions that could be construed as abusive, harassing, threatening, intimidating, or defamatory, particularly toward other Users during a challenge;
materially represent yourself as someone other than yourself, such as another User or a representative of Challenge Club;
post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any User;
post or transmit, or cause to be posted or transmitted, any unwanted communication or solicitation to another User, such as "spam" e-mail;
provide inaccurate or false information;
refuse to confirm your identity, if asked, using a reasonable method that is acceptable to Challenge Club;
perform any act that allows for the laundering of stolen or fraudulent funds;
take any action beyond those that are reasonable and expectable for participation in a Challenge, including actions that are illegal or which could otherwise disrupt Challenge Club"s relationships with service providers that are part of its business, such as a payment processor, or with other Users or customers;
perform actions that are reasonably deemed hostile to Challenge Club"s business infrastructure, including using any robot, spider, scraper, sniping software or other automated means to access our Products for any purpose (except for RSS feed access) without our express written permission; interfere or attempt to interfere with the proper working of our Products or any activities conducted on our Products; or bypass any measures we may use to prevent or restrict access to our Products;
use Challenge Club to collect, redistribute, or sell the information of other Users;
use any mechanism to hide or alter a User"s identity or IP address, such as "spoofing" or "anonymizing";
violate any law, statute, ordinance, regulation, or legally-binding restriction;
breach any Challenge Club trademark, copyright, patent, or other intellectual right, including the rights of privacy and publicity;
refuse to cooperate in any investigation if asked by Challenge Club;
use Challenge Club Products in a manner inconsistent with our Terms, or the expected, reasonable use of our Products;
use the account of another User who is performing any restricted activity;
violate any terms, conditions, or rules required to maintain your third-party payment provider account, violate any acceptable use policy associated with that account, or otherwise take any actions that do, or might reasonably be expected to, limit your ability to use that account to satisfy any obligations that were previously approved by you relating to our Products;
otherwise use your third-party payment provider account in a fashion that is reasonably believed to be in violation of the rules associated with the use of that account;
have insufficient funds to pay any applicable Challenge Club fees or other obligations, such as a Stake or authorized hold or debit;
use our Products from any country prohibited in our Terms;
disclose other User's account information;
use the site in conjunction with any automated process, including, but not limited to, automated methods of data entry, or "scraping";
copy any portion of our Product, including any Site text, without prior written approval.

You may not access or use our Products in violation of United States export control and economic sanctions requirements. By using our Products, you represent and warrant that your access to and use of our Products complies with those requirements.

For those in violation of any restricted activities, we may attempt to protect the interests of Challenge Club, its Users, its service providers, and/or any related third-parties, by performing a variety of actions, including, but not limited to:

updating User account information to correct inaccuracies;
refusing service;
declining to release funds into a User's account at the conclusion of a Challenge if, in our sole judgment, such actions are necessary in order to protect Challenge Club from liability. If this occurs, we will refund the Challenge Club fees for any User into whose account we decline to release funds;
taking legal action against any User;
suspending or terminating a User"s account;
contacting the third-party payment provider, or any other financial institution deemed appropriate in our sole judgment;
contacting any third-party who, in our sole opinion, has an interest in the User"s restricted activities; and,
contacting law enforcement.

Name and Password

If prompted to provide a public-facing label such as a username, you may not use one that promotes a commercial venture or that we, in our sole discretion, deem offensive or otherwise impermissible. Portions of our Products may require registration for access (the "Restricted Areas"). You are responsible for maintaining the confidentiality of your username and password, and are fully responsible for all uses of your username and password, whether by you or others. You agree to (a) never to use the same password for our Products that you use or have ever used outside of our Products; (b) keep your username and password confidential and not share them with anyone else; (c) immediately notify Challenge Club of any unauthorized use of your account or any other breach of security; and (d) use only your own username and password to access any Restricted Areas. Challenge Club cannot and will not be liable for any loss or damage arising from your failure to comply with these Terms. Challenge Club may, but is not obligated to, deny access or block any transaction made through use of your username and password without prior notice if we believe your username and password are being used by someone other than you, or for any other reason.

Challenge Club may require you to change your username, or may unilaterally change your username.

Offensive Content and Etiquette

Our Products are intended to be enjoyable entertainment for all Users. Any use of Challenge Club Products to threaten, harass, or defame a User is impermissible. We reserve the exclusive right to perform any of the following responses:

refuse service to any offending User; or
cancel any offensive Challenge.

In the event that we cancel a Challenge, we reserve the right to not refund any applicable fees, or to refund fees to some Users but not others. Please do not waste our, or any other User's, time by being a troll.

Termination of Accounts and/or Challenges

In our sole judgment, we reserve the right to terminate your access to our Products for any reason. In that event, notice will be sent to the affected User, we will release any third-party payment holds related to that User, and we may either cancel or restructure any Challenge in which that User is participating. We shall be entitled to suspend, limit, or terminate your account if we determine, in our sole discretion, that you are using our Products in any fashion that is, or is reasonably likely to, violate any applicable regulation or law. In such circumstances, we may also report such activity to relevant authorities.

Violation of our rules may result in the termination of your account. You acknowledge and agree that we may remove any User Content, and/or terminate any User account at any time for any reason, including, but not limited to, upon receipt of claims or allegations from third-parties or authorities relating to such User Content. To report any violation of these Terms, please contact us at support@chalclub.com.

We may cancel your account if you engage in conduct Challenge Club deems, in its sole discretion, to be improper, unfair, fraudulent or otherwise adverse to the operation of our Products or is, in any way, detrimental to other Users. Improper conduct includes, but is not limited to: falsifying personal information, including payment information, required to use the Products or claim an award; violating eligible payment method terms, including the terms of any cash rewards payment card, violating any of these rules, or any terms of a Challenge; tampering with the administration of our Products, including trying to, in any way, tamper with the computer programs or other infrastructure associated with our Products; misusing the information of another User, abusing or harassing another User, abusing our Products in any way; and/or otherwise violating these Terms. You acknowledge that the forfeiture and/or return of any fee or award shall in no way prevent us from informing the relevant authorities, and/or pursuing criminal or civil proceedings in connection with such conduct.

If for any reason our Products are not operating as planned, such as if the Site becomes corrupted, is infected by a computer virus, is hindered by tampering, unauthorized intervention, actions by Users, fraud, technical failures, or any other cause of any kind, and we conclude, in our sole opinion that this operation failure materially corrupts or affects the administration, security, fairness, integrity or proper conduct of our Products, we reserve the right, in our sole discretion, to disqualify any User implicated in or relating to the cause and/or to cancel, terminate, extend, modify or suspend any of our Products. If such cancellation, termination, modification or suspension occurs, we may notify any relevant Users.

Account Inactivity

A User's account may be considered to be inactive when a User has not made a transaction of any kind in 24 months. A transaction is participation in any Challenge which involves paying a fee to Challenge Club. A canceled transaction or refunded payment is not considered a transaction. We reserve the right to terminate any inactive account.

We respect the intellectual property of others, and we ask our Users to do the same. We may, in appropriate circumstances and in our discretion, terminate the rights of any User to use our Products if they infringe on the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied in a way that constitutes copyright infringement or are aware of someone doing so, please contact us and include the following information:

a physical or electronic signature of the owner of the copyright or a person authorized to act on behalf of the owner;
identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on this website are covered by a single notification, a representative list of such works);
identification of the material that is claimed to be infringing or the subject of infringing activity;
information reasonably sufficient to allow us to locate the material on our Site;
your name, mailing address, telephone number and email address;
a statement by you 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 the law; and,
a statement by you that the information in your notification is accurate, and that you attest, under penalty of perjury, that you are the copyright owner or that you are authorized to act on the copyright owner's behalf.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices with respect to this website should be sent to Challenge Club via email at support@chalclub.com with a subject line "Claim of Copyright Infringement."

Unauthorized Activity

Users should regularly examine the transaction history tied to their third-party payment provider account, and they should contact Challenge Club immediately in the event that any of the following activities have occurred:

funds have been transferred to or from that User"s account, without their consent, in relation to Challenge Club Products, including participation in a Challenge;
without their consent, someone has used that User's information with respect to Challenge Club Products, such as participating in a Challenge.

If a User contacts Challenge Club about an unwanted transaction, Challenge Club reserves the right to suspend that User's account for the duration of the claim process.

Dispute Resolution in General

The primary and preferred mechanism for determining the resolution of a Challenge is by collective determination of the participating Users. Users must make good faith efforts to agree on the resolution of a Challenge, and we encourage the use of clear and easily determined resolution criteria for a Challenge. Challenge Club may implement, add, revise, or extend policies to further this goal.

Disputes with Challenge Club

Please read this section carefully as its contents affect your legal rights, including your right to file a lawsuit.

If you do not understand this section (or any other portion of these Terms, for that matter), please consult with an attorney before agreeing to these Terms, including this section. The information provided in this section is not intended to contain a complete explanation of the consequences of arbitration. Arbitration can be a useful way to resolve disputes quickly and with minimal costs, but agreeing to it involves foregoing your right to have a claim adjudicated in a court of law. It"s a trade-off that makes sense to us, but may not make sense to you; educate yourself and think it through before agreeing to these Terms.

Initial Dispute Resolution

You agree to first contact Challenge Club with any dispute, claim, question, disagreement, controversy, or similar concern relating to any agreement or relationship that you have with Challenge Club, including your use of any Challenge Club Product, or the formation, applicability, breach, termination, validity, or enforceability of these Terms (your "Dispute Claim"). This contact shall be by e-mail or certified mail (the approved forms of "Contact"). You further agree to make a good-faith effort to work with Challenge Club, and any other Users directly related to your Dispute Claim, if any (individually a "Dispute Party" and collectively, the "Dispute Parties"), to quickly resolve your Dispute Claim to the satisfaction of all Dispute Parties. In the event that the Dispute Parties are unable to reach an agreement in this way, Challenge Club may, without obligation and in its sole discretion, recommend the use of a third-party mediator. You agree to make a reasonable, good-faith effort to participate in any such mediation prior to initiating binding arbitration. If Challenge Club recommends the use of a third-party mediator, all costs of such mediation will be paid by Challenge Club.

Binding Arbitration

If the Dispute Parties to a Dispute Claim do not reach a mutually agreeable solution within a period of 60 days from the time the above initial dispute resolution mechanisms began, starting with the acknowledgment by Challenge Club of a Dispute Claim, or 5 days after Challenge Club was Contacted about a Dispute Claim, whichever occurs first, then any Dispute Party may initiate binding arbitration. Any Dispute Claim shall be finally settled by arbitration. The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with the provisions of its Commercial Arbitration Rules and the supplementary procedures for consumer related disputes, excluding any rules or procedures permitting or otherwise governing class actions. There shall be one arbitrator. The Dispute Parties agree to make a good-faith effort to seek agreement on the identity of the sole arbitrator within 30 days after the initiation of arbitration. If the Dispute Parties do not reach agreement on the sole arbitrator, than the appointment of the sole arbitrator shall be made by AAA. The seat or place of arbitration shall be Chicago, IL. The arbitration shall be held, and the award shall be written, in the English language. The arbitration award shall be final and binding on the Dispute Parties. The Dispute Parties undertake to carry out any award without delay and waive their right to any form of recourse based on grounds other than those contained in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 insofar as such waiver can validly be made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever reasonable relief would be available in the courts of Illinois in law or in equity, except that the arbitrator shall not have the authority to award punitive damages. Any question regarding the enforceability or interpretation of this Section shall be decided by a Court with jurisdiction and not by the arbitrator.

You will be responsible for paying your share of any arbitration fees (including filing, administrative, hearing or other fees), but only up to the amount of the filing fees you would have incurred if you had brought a claim in court. You will be liable for the attorneys" fees, costs and expenses incurred by Challenge Club in connection with enforcing this Agreement if you bring an action regarding a Dispute Claim other than as provided in this Section.

The nature of our Products means that some disputes may involve multiple Users. You expressly agree and consent to joinder and/or consolidation of any Dispute Claim, as applicable, that is substantially related to any other Dispute Claim, such that justice and efficiency would be best served by hearing those Dispute Claims in one arbitration proceeding.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

Class Action Waiver

The Dispute Parties agree that any arbitration shall be conducted in their individual capacities only, and not as a class action or other representative action, and the Dispute Parties expressly waive their right to file a class action or seek relief on a class basis. You agree that you may only bring a Dispute Claim in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the Dispute Parties shall be deemed to have not agreed to arbitrate disputes. We recognize that Dispute Claims particularly those involving Challenges, may involve multiple Users. However, you acknowledge and agree that any Dispute Claim you bring is in your individual capacity.

We repeat: Except as otherwise provided in this section, you and Challenge Club agree to resolve Dispute Claims only through binding arbitration, and only in your individual capacity rather than as a plaintiff or a member of a class. You understand that, by accepting these Terms, You are giving up the right to bring a Dispute Claim in court. If you do not understand what this means, please consult an attorney before agreeing to these Terms.

Exception - Litigation of Intellectual Property and Small Claims Court Claims

Notwithstanding the Dispute Parties" decision to resolve all disputes through arbitration, either party may bring an action in state or federal court to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court"s jurisdiction. Challenge Club will not elect arbitration for any Dispute Claims you file in small claims court with jurisdiction over Challenge Club, so long as the claim is individual and pending only in that court.

Exception - Right to Opt Out

You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice, by certified mail to the address of Challenge Club, of your decision to opt-out. The notice must be sent within 30 days of your first use of any of our Products. Otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, Challenge Club also will not be bound by them.

Non-Arbitration Jurisdiction

For any dispute not subject to arbitration, you agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in Chicago, IL. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available. The Terms and the relationship between you and Challenge Club shall be governed by the laws of the State of Illinois without regard to conflict of law provisions.

No Waiver

Any action or inaction taken by Challenge Club with respect to any Dispute Claim does not waive our rights to act in any fashion in subsequent situations, regardless of similarity. In other words, we reserve the right to treat each situation, event, or claim differently despite any apparent factual similarities to a previous Dispute Claim.

Disclaimer of Warranties, Limitation of Liability

You understand and agree that your use of Challenge Club Products, including your participation in any Challenge, is at your sole risk. Our services are provided on an "as is" and "as available" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We make no representations or warranties of any kind, express or implied, as to our Products, beyond those contained in these Terms, and none with respect to Challenges, including any information, content, materials, services, or products associated with a Challenge, such as the correctness, accuracy, timeliness, or reliability of any information, content, or materials provided as part of a Challenge. You acknowledge that we have no control over, and no duty to take any action regarding: which Users gain access to or use our Products; what effects our Products may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content.

Any User-generated content, whether publicly posted or privately transmitted, is the sole responsibility of the member who originated such content. Challenge Club shall have no liability for the truth, accuracy, timeliness or completeness of any information made available through the website or for errors, mistakes, or omissions in that information or for any delays or interruptions of the data or information stream from whatever cause. You expressly agrees that you use our Products, and rely on any posted or obtained content or materials posted, at your own risk.

You agree to fully indemnify, defend, and hold harmless Challenge Club, its managers, officers, governors, employees, owners, agents, vendors, partners, service providers, licensors and successors (the "Challenge Club Parties" and each a "Challenge Club Party"), from and against any and all claims, losses, liabilities, damages, penalties, fines, expenses, costs (including attorneys" fees and court costs) (collectively, "Losses") or actions of any kind whatsoever arising or resulting from Your use of our Products, your violation of these Terms, your receipt, ownership, use or misuse of any prize, award, or other benefit, and any of your acts or omissions that implicate publicity rights, defamation, or invasion of privacy. We reserve the right, at our own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you. In such case, you agree to cooperate with Challenge Club or any Challenge Club agent in the defense of such matter

As a condition to your use of our Products, you hereby waive and release any and all claims, causes of action or other rights that you might have against Challenge Club arising out of, or relating in any way, from your use of our Products.

Challenge club shall not be liable for any losses or damages of any kind to you, another user, or any third party (including, without limitation, any incidental or consequential damages, lost profits, or damages resulting from lost data or business interruption) that may arise or result from your, another user"s, or a third-party"s use or access to, or inability to use or access, our Products, including the site or any app, whether based in warranty, contract, tort (including negligence), or any other legal theory even if the Challenge Club parties have been advised of the possibility of such damages. However, if, notwithstanding the foregoing disclaimer, a court determines that a Challenge Club Party is liable for losses or damages, such Challenge Club Party"s total liability shall not exceed the amount of the fees paid to Challenge Club by the user claiming loss or damage.

You acknowledge and agree that you assume full responsibility for your use of our Products. You acknowledge and agree that any information you send or receive during your use of our Products may not be secure, and may be intercepted or later acquired by unauthorized parties. You acknowledge and agree that your use of our Products is at your own risk. You understand and agree that, to the fullest extent permitted by applicable law, no Challenge Club Party will be liable to you, another User, or any third-party, for any direct, indirect, incidental, special, consequential, punitive, exemplary or other damages of any kind, including without limitation damages for loss of profits, business interruption, goodwill, use, data or other tangible or intangible losses or any other damages grounded in contract, tort (including negligence), strict liability or any other theory, even if the Challenge Club Parties have been advised of the possibility of such damages, resulting from our Products, including the use or the inability to use the Site or any other service; unauthorized access to or alteration of your transmissions or data; statements or conduct of any third-party on the Site; any actions we take or fail to take as a result of communications you send to us; any incorrect, illegible, misdirected, stolen, invalid or inaccurate entry information; human errors; technical malfunctions; failures, including public utility or telephone outages; omissions, interruptions, latency, deletions or defects of any device or network, providers, or software (including, but not limited to, those that do not permit you to use our Products); any injury or damage to computer equipment; inability to fully access the site or service or any other website; theft, tampering, destruction, or unauthorized access to, or alteration of, entries, images or other content of any kind; data that is processed late or incorrectly or is incomplete or lost; typographical, printing or other errors, or any combination thereof; or any other matter relating to our Products. If a court determines that a Challenge Club Party is liable for losses or damages, such Challenge Club party"s total liability shall not exceed the amount of the fees paid to challenge club by the user claiming loss or damage.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

Endorsements and Sponsorships

We are not endorsed by, nor do we endorse, any Challenge or User that makes use of, or otherwise is directly or indirectly mentioned in the context of, Challenge Club or our Products. Any appearance by any entity in the context of Challenge Club or any Challenge Club Product is not an endorsement. We may sponsor a Challenge, but do not endorse any sponsored Challenge or participating User that makes use of, or otherwise is directly or indirectly mentioned in the context of any such Challenge.

Customer Support

If you have any questions about Challenge Club or our Products, please contact Challenge Club at support@chalclub.com, and we will respond to you at the first available opportunity.