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TERMS & CONDITIONS
Updated on: January 13, 2026
EXCEPT AS SET FORTH HEREIN, ANY AND ALL DISPUTES BETWEEN YOU AND THE COMPANY SHALL BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION IN ACCORDANCE WITH SECTION 22 OF THESE TERMS. BY AGREEING TO THESE TERMS, YOU WAIVE YOUR RIGHTS TO RESOLVE DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND TO PROCEED AGAINST THE COMPANY ON A CLASS OR REPRESENTATIVE BASIS.
1. Acceptance of the Terms of Use
These terms of use are entered into by and between you and Pearl LLC, a California limited liability company, and its affiliates and subsidiaries (“Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use” or “Terms”), govern your access to and use of the platforms, including www.enprimeurclub.com, and any websites owned, published, or posted by the Company and any content, functionality, mobile application, and services offered on or through the Company (collectively, the “Platforms”), whether as a guest or a registered user.
Please read the Terms of Use carefully before you start to use the Platforms. By using the Platforms, you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you must not access or use the Platforms.
By using the Platforms, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platforms.
2. Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Platforms thereafter.
Your continued use of the Platforms following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
3. Accessing the Platforms and Account Security
We reserve the right to withdraw or amend the Platforms, and any service or material we provide on the Platforms, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platforms is unavailable at any time or for any period. From time to time, we may restrict user access, including registered user access, to some parts of the Platforms or the entire Platforms.
You are responsible for both:
• Making all arrangements necessary for you to have access to the Platforms.
• Ensuring that all persons who access the Platforms through your internet connection are aware of these Terms of Use and comply with them.
To access the Platforms or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platforms that all the information you provide on the Platforms is correct, current, and complete. You agree that all information you provide to register with this Platforms or otherwise, including, but not limited to, through the use ofany interactive features on the Platforms, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Platforms or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
4. Intellectual Property
The materials displayed or performed or available on or through the Platforms, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Contributions and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Platforms, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s rights.
Subject to these Terms of Use, we grant each user of the Platforms a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Platforms. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Platforms is expressly prohibited without prior written permission from us. You understand that Company owns the Platform. “EP Club,” "Pearl," our logos, and other marks are trademarks of Pearl LLC. You may not use our trademarks without our prior written permission. Location data, ratings, and curated lists may include content from third-party sources.
You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Platforms. The Platforms may allow you to copy or download certain Content, however, all the restrictions in this section still apply.
These Terms of Use permit you to use the Platforms for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platforms. You must not access or use for any commercial purposes any part of the Platforms or any services or materials available through the Platforms.
5. Prohibited Uses
You may use the Platforms only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platforms:
• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity.
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platforms, or which, as determined by us, may harm the Company or users of the Platforms, or expose them to liability.
Additionally, you agree not to:
• Use the Platforms in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Platforms, including their ability to engage in real time activities through the Platforms.
• Use any robot, spider, or other automatic device, process, or means to access the Platforms for any purpose, including monitoring or copying any of the material on the Platforms, including scraping, mining, or harvesting data from the Platforms.
• Use any manual process to monitor or copy any of the material on the Platforms, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Platforms.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platforms, the server on which the Platforms is stored, or any server, computer, or database connected to the Platforms.
• Manipulate the XP/points system through cheating or fraud, or submit false location check-ins or visit records on the Platforms.
6. User Contributions
The Platforms may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, commenting platforms, visit records, ratings, notes, photos, AI assistant conversations, and other interactive features (collectively, “Interactive Platforms”) that allow users to post, upload, share, store, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Platforms. You are solely responsible for all User Contributions you contribute to the Platforms.
Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Platforms, you grant us and our affiliates and service providers, and each of their and our licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that:
• All User Contributions submitted by You are accurate, complete, up-to-date, and incompliance with applicable laws, rules, and regulations.
• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our licensees, successors, and assigns.
• Your User Contributions do not violate any third-party rights.
• Your User Contributions do not contain illegal or harmful material.
• All of your User Contributions do and will comply with these Terms of Use.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Platforms.
7. Licenses
In order to display your User Contributions on the Platforms, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Contributions (see below for more information). Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Contributions that are also your personally-identifiable information.
By submitting User Contributions through the Platforms, you hereby do and shall grant Company a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Contributions in connection with this site, the Platforms and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of this site or the Platforms (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Platforms. You also hereby do and shall grant each user of this site and/or the Platforms a non-exclusive, perpetual license to access your User Contributions through this site and/or the Platforms, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Contributions, including after your termination of your account or the Platforms. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Contributions, including the right to grant additional licenses to your User Contributions, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
Certain features of the Platforms allow you to share information with others, including through your social networks or other third party accounts. Please review the policies of any third party account providers you share information with or through for additional information about how they may use your information.
You understand and agree that Company, in performing the required technical steps to provide the Platforms to our users (including you), may need to make changes to your User Contributions to conform and adapt those User Contributions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
8. Monitoring and Enforcement; Termination
We have the right to:
• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platforms or the public, or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platforms.
• Terminate or suspend your access to all or part of the Platforms for any or no reason, including without limitation, any violation of these Terms of Use.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platforms. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY AND ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY AND SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review all material before it is posted on the Platforms and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
9. Content Standards
These content standards apply to any and all User Contributions and use of Interactive Platforms. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
• Be likely to deceive any person.
• Promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
• Impersonate any person or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
10. Reliance on Information Posted
The information presented on or through the Platforms is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platforms, or by anyone who may be informed of any of its contents.
This Platforms may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
11. Changes to the Platforms
We may update the content on this Platforms from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platforms may be out of date at any given time, and we are under no obligation to update such material.
12. Information About You and Your Visits to the Platforms
All information we collect on this Platforms is subject to our Privacy Policy. By using the Platforms, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
13. Linking to the Platforms and Social Media Features
You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.
This Platforms may provide certain social media features that enable you to:
• Link from your own or certain third-party websites to certain content on this Platforms.
• Send emails or other communications with certain content, or links to certain content, on this Platforms.
• Cause limited portions of content on this Platforms to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by us. Subject to the foregoing, you must not:
• Establish a link from any website that is not owned by you.
• Cause the Platforms or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
• Link to any part of the Platforms other than the homepage.
• Otherwise take any action with respect to the materials on this Platforms that is inconsistent with any other provision of these Terms of Use.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
14. Links from the Platforms
If the Platforms contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Platforms, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
15. Platform Points
The Platforms include an experience points (XP) system and achievements. You acknowledge and agree that: XP, points, achievements, and badges have no monetary value; XP cannot be exchanged for cash or any real-world items; we may adjust point values, rules, or mechanics at any time, in our sole discretion; XP earned through cheating, fraud, or manipulation will be forfeited, determined in our sole discretion; we reserve the right to reset or adjust your XP if we detect violations, in our sole discretion. Point calculation methods, eligibility criteria, and update frequency may vary and are subject to change in our sole discretion.
16. Elite Membership
The Company may offer an Elite membership with various tiers. By joining the Elite waitlist or purchasing Elite membership, you agree that: waitlist placement does not guarantee membership approval; we reserve the right to approve or deny Elite membership applications in our sole discretion; Elite membership may require paid subscription; pricing, benefits, and features are subject to change; Elite members must continue to comply with these Terms of Use; Elite status may be revoked for violations of these Terms of Use in our sole discretion.
17. Geographic Restrictions
The owner of the Platforms is based in the State of California in the United States. We provide this Platforms for use only by persons located in the United States. We make no claims that the Platforms or any of its content is accessible or appropriate outside of the United States. Access to the Platforms may not be legal by certain persons or in certain countries. If you access the Platforms from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
18. Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platforms will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
19. Limitation on Liability
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, ACTUAL, TREBLE, PUNITIVE, AND/OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUES, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, COST OF SUBSTITUTE PRODUCTS OR SERVICES, BODILY INJURY, OR DEATH OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATED IN ANY WAY TO YOUR USE OF THE PLATFORMS, REGARDLESS OF WHETHER SUCH DAMAGES ARE UNDER THEORY OF BREACH OF CONTRACT, TORT, NEGLIGENCE, CONTRACT, WARRANTY, STATUTE, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU ARISING FROM THESE TERMS, THE USE OF OR INABILITY TO USE THE WEBSITE, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF $5,000 USD OR THE AMOUNT PAID BY YOU TO THE COMPANY FOR ACCESS TO AND USE OF THE WEBSITE.
YOU RELEASE THE COMPANY AND HOLD IT AND ITS THIRD-PARTY TECHNOLOGY PLATFORM PROVIDER, SUPPLIERS, AND PROVIDERS, AND ANY THIRD-PARTY WHO PROMOTES THE WEBSITE OR PROVIDES YOU WITH A LINK TO THE WEBSITE, HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE AS CITED ABOVE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE. YOU WAIVE THE PROVISION OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.
YOU SHALL AND HEREBY DO WAIVE CALIFORNIA CIVIL CODE SECTION 1542 OR ANY SIMILAR LAW OF ANY JURISDICTION, WHICH SAYS IN SUBSTANCE: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
20. Indemnification
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Platforms, including, but not limited to, your User Contributions, any use of the Platform’s content, services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Platforms.
21. Assignment
You may not assign, delegate or transfer these Terms of Use or your rights or obligations hereunder, or your Platform account, in any way (by operation of law or otherwise) without Company’s prior written consent. We may transfer, assign, or delegate these Terms of Use and our rights and obligations without consent.
22. Dispute Resolution
PLEASE READ THIS SECTION CAREFULLY: IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Binding Individual Arbitration. Except for any disputes, claims, controversies, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Company (i) waive your and the Company’s respective rights to have any and all Disputes between the parties resolved in a court, and (ii) waive your and the Company's respective rights to a jury trial. Instead, ANY AND ALL DISPUTES BETWEEN YOU AND THE COMPANY MUST BE RESOLVED THROUGH BINDING ARBITRATION (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court). Disputes subject to this provision include, without limitation, those arising from or related to (a) these Terms or the breach, termination or invalidity thereof; (b) any and all products or services sold, distributed or provided by the Company; and (c) any and all interactions or transactions between the parties, whether heretofore or hereafter arising.
No Class Arbitrations, Class Actions, or Representative or Collective Actions. Any Dispute arising out of or related to these Terms is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative or collective proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Informal Dispute Resolution. The following must occur prior to and as a condition precedent to commencing a formal arbitration under these Terms. Each party will notify the other party in writing of any Dispute within thirty (30) days of the date it arises or becomes known, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to the Company shall be sent by e-mail to the Company at concierge@enprimeurclub.com. Notice to you shall be by email to the then-current email address registered with the Company. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, (iii) the date of any purchase, transaction or interaction at issue, as well as relevant documentation or screen captures if available, and (iv) the specific relief that you are seeking. For a period of sixty (60) days from the date of receipt of notice by the other party, the parties agree to negotiate in good faith and in a timely manner about the Dispute, including through a minimum of one (1) telephonic dispute resolution conference. Dispute resolution conferences shall be individualized such that multiple individuals initiating claims cannot participate in the same conference, absent mutual agreement by the parties. If either party is represented by counsel, that party's counsel may participate in the dispute resolution conference, but the party also must appear at and participate in the conference.
The parties agree that any relevant limitations periods and arbitral fee(s) or other deadlines will be tolled during the sixty (60) day informal dispute resolution period. After this sixty (60) day period, the relevant limitations periods and filing fee(s) or deadlines are no longer tolled until filing is effectuated under this Section. If you and the Company cannot agree how to resolve the Dispute within the informal dispute resolution period and after participating in the mandatory dispute resolution conference, then either you or the Company may, as appropriate and in accordance with this Section, commence an arbitration proceeding or, to the extent specifically provided for in this Section, file a claim in court.
Arbitration Process. Except as otherwise provided in this Section for disputes concerning the use of intellectual property and those eligible to be heard in small claims court, any and all Disputes between the parties, including without limitation those arising out of or relating to these Terms, or the breach, termination or invalidity thereof, shall be resolved through binding arbitration before the American Arbitration Association (“AAA”) under its applicable rules and procedures including, where applicable, its Commercial Arbitration Rules, Consumer Arbitration Rules, and Mass Arbitration Supplementary Rules and their attendant procedures and fee schedules. You can review the AAA's rules and procedures at www.adr.org/rules, or you can call the AAA at 1-800-778-7879. You or the Company may initiate arbitration by written notice and compliance with all applicable AAA filing requirements; you may serve your individual demands on the Company by mail at:
Pearl LLC
Attn: Legal Department
2108 N ST STE N
SACRAMENTO, CA 95816
Email: concierge@enprimeurclub.com
Absent agreement otherwise by both parties, the place of arbitration shall be Los Angeles, California.The language of the arbitration shall be English. The arbitrator(s) shall have experience adjudicating matters involving internet technology, and, ideally, social media. The arbitrator will apply substantive law consistent with the Federal Arbitration Act (9 U.S.C. § 1 et seq., “FAA”) and applicable statutes of limitations. The arbitrator's award of damages must be consistent with the terms of the “Limitation of Liability” subsection of these Terms as to the types and amounts of damages for which a party may be held liable. IF WE HAVE A DISPUTE ARISING OUT OF OR RELATING TO THE INTERPRETATION OR APPLICATION OF THIS ARBITRATION PROVISION, INCLUDING WITHOUT LIMITATION WHETHER IT IS VALID, CAN BE ENFORCED, OR APPLIES TO OUR DISPUTE, THAT DISPUTE WILL BE RESOLVED IN ARBITRATION.
Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. To the extent permitted by applicable law, the parties shall each be responsible for their own attorneys' fees and costs associated with the arbitration.
Mass Arbitrations. In the event that 25 or more individual claims are filed by the same or coordinated counsel or are otherwise coordinated, counsel for the claimants and counsel for the respondent shall each select five (5) cases (per side) to proceed in individual arbitral proceedings as part of a batching process. Any remaining claims that have complied with the procedures in this Section shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims, until they are selected to be filed as part of this batching process. At the outset of disputes under this provision, you and the Company agree to delegate to a Process Arbitrator all matters listed as within the scope of a Process Arbitrator's authority under the AAA Mass Arbitration Supplementary Rules, as well as disagreements concerning the validity, enforceability, and applicability of these terms, and any other matters that the parties mutually agree to delegate.
During the batching process, a single arbitrator shall preside over each batch of cases. After decisions have been rendered in the first ten (10) cases, the Company and all claimants shall engage in a global mediation in an attempt to resolve the remaining cases with the benefit of the decisions in the first batch of cases. If the parties are unable to resolve the remaining cases after the mediation, each side shall select another ten (10) cases (per side) to proceed to individual arbitral proceedings as part of a second batching process. The parties may, but are not required to, agree in writing to modify the number of cases to be included at each stage of the batching process. After decisions have been rendered in this second batch of cases, the Company and all claimants shall engage in a second global mediation in an attempt toresolve the remaining cases with the benefit of the decisions in the first two (2) batches of cases. If the parties have not resolved the remaining disputes at the close of the second global mediation, the Company or any individual claimant(s) whose claim has not been adjudicated may elect to opt out of arbitration by providing notice to the other party, and if the claimant or the Company wishes to proceed with the claim they may file an individual (non-class, non-representative) action in court. If the Company or any claimant(s) do not opt out, those remaining claims will proceed in arbitration in continued batches of one-hundred (100) claimants per batch (to the extent there are fewer than one-hundred (100) claimants outstanding, a final batch will consist of the remaining claimants). This batching process shall in no way be interpreted as authorizing class or representative arbitration or litigation of any kind. In order to increase the efficiency of the administration and resolution of arbitrations, and if consistent with the relevant rules and procedures, the arbitral tribunal shall: (i) designate a single arbitrator for each batch; (ii) provide for a single filing fee due per side per batch; and (iii) allow joint conferences and joint hearings, and such other coordinated procedures as the arbitrator deems appropriate. The applicable limitations period(s) and filing fee deadlines shall be tolled for each claim subject to this Section from the time that the arbitral filing requirements are satisfied with respect to that claim. A court shall have authority to enforce these mass arbitration provisions and, if necessary, to enjoin a court or arbitral filing in violation thereof.
Severability of Dispute Resolution; Arbitration. The agreement to arbitrate contained in this Section shall continue in full force and effect despite the expiration or termination of these or other related terms. If any term, clause or provision of this Section is held invalid or unenforceable, it will be held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth in Section are severable from the other provisions of these Terms of Use and will remain valid and enforceable, except as prohibited by applicable law.
23. Governing Law and Jurisdiction
These Terms of Use, and all questions concerning the construction, validity, enforcement and interpretation thereof, will be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of law rules or principles (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. The arbitration agreement in these Terms is governed by the FAA, including its procedural provisions, in all respects. State arbitration laws do not govern in any respect. Further, you and the Company each agree that the Terms of Use evidence a transaction involving interstate commerce, and will be governed by and construed in accordance with federal law to the fullest extent possible. Any Dispute between the parties arising out of or relating to these Terms that is not subject to arbitration or cannot be heard in small claims court will be resolved and filed only in the courts of the State of California. You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms for Use.
24. Severability
If any term, clause, or provision of these Terms of Use is held to be illegal, invalid, void, or unenforceable (in whole or in part), then such term, clause, or provision shall be severable from these Terms of Use without affecting the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision in these Terms of Use, which will remain in full force and effect. Any invalid or unenforceable provisions will be interpreted to affect the intent of the original provisions. If such construction is not possible, the invalid or unenforceable provision will be severed from these Terms of Use, but the rest of these Terms will remain in full force and effect.
25. Disclaimer of Warranties
YOU EXPRESSLY AGREE THAT USE OF THE PLATFORMS IS AT YOUR SOLE RISK. THE PLATFORMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS ONLY. THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, AND SYSTEM INTEGRATION.