Club: Brand Terms & Conditions

Last Revised: 2 April 2025

The Order Form together with these Terms & and Conditions constitute the agreement between Club and the Brands for the use of the Club Platform (the “Agreement”).

Club and its affiliates (“Club”) have created a marketing platform (the “Club Platform”) on which third party brands (a “Brand” and “Brands”) can engage a community of entities and individuals (the “Users”) to promote the Brands (“Brand Program”).

The Users, as part of the process of applying to become a Club on the Club Platform, are required to enter into a Terms of Service Agreement with Club, the most recent version of which, as updated, is available on the Club website https://club.co/userterms

1. Content On The Club Platform

Brand Content.  When using the Club Platform a Brand may share, by posting or transmitting, various content, included but not limited to videos, photos, sound clips and comments (“Brand Content”). The Brand is solely responsible for its Brand Content and the consequences of sharing it using the Club Platform. The Brand therefore warrants, acknowledges and agrees that it owns and/or has the necessary licenses and other rights to use and share the Brand Content on the Club Platform and that Club is not responsible for pre-screening any Brand Content that is posted or transmitted by the Brand on the Club Platform. Club acknowledges and agrees that the Brands are the owners (or licensees) of their respective Brand Content that (in whatever form) is submitted to Club and/or uploaded on the Club Platform and/or the Club Website by/on behalf of the Brands, and unless expressly granted in writing by a Brand, no rights in or to the Brand Content except those expressly set forth herein are granted to Club.

Club Content.  When using the Club Platform, the Users may post or transmit various content, included but not limited to videos, photos, sound clips and comments (“Club Content”). Club Content is not the content of Club, but of the individual Users who posts or transmits the content and who holds all rights, including intellectual property rights, in and to the Club Content. Pursuant to Club’s Terms of Service Agreement with the Users, the Users have granted Club a non-exclusive, sub-licensable and royalty-free worldwide license to use, reproduce, make available to the public, publish, translate, modify, create derivative works from, and distribute the Club Content (the “Club Content License”).

Club grants the Brand a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide license to use, reproduce, make available to the public, publish, translate, modify create derivative works from, and distribute the Club Content, at the brands discretion. This is done so on the explicit acknowledgement and agreement by the Brands that (i) Club disclaims any and all representations and warranties relating to the ownership or rights of the Users in and to the Club Content, including the right to grant the Club Content License to Club, (ii) Club is not responsible for pre-screening any content that is posted or transmitted on the Club Platform by the Users, and (iii) any use made by a Brand of any Club Content is therefore made at the Brands’ own risk, cost and expense.

2. Brand Policy

The Brands understand that the Club Platform is a SaaS platform; a software tool that helps the Brands to automate Users to do marketing tasks for the Brands. A Brand is solely responsible for managing its Brand Program. Club does not monitor or interfere with the Brands’ Users’ behaviour on the Club Platform. The Brand is solely responsible for managing its Brand Program and making sure that the Users follow the Brand’s policies.

3. Intellectual Property And Proprietary Rights

The Club Platform.  The Brands acknowledge and agree that Club, its subsidiaries, affiliates and/or licensors own all right, title and interest in and to the Club Platform and any and all copyrights, trademarks, patents, trade secrets and any other intellectual property and proprietary rights therein.

Club Trade Secrets and Know-How.  The Brands acknowledge and agree that the network of Users, and all information relating to Users (including their individual identities and contact information), and all information relating to all other users of the Club Platform (including without limitation publishers and advertisers), and any and all data and statistics related to the use of the Club Platform, are the trade secrets, know-how and proprietary information of Club. Notwithstanding the foregoing, a Brand shall not be restricted from (i) engaging outside of the Club Platform with individuals who became Users by invitation to the Club Platform by the Brand or with Users with whom the Brand engaged outside the Club Platform before becoming a Brand, and (ii) extracting and importing to its systems and freely use unrelated to the use of the Club Platform information and data on the Brand’s engagement with Users (including campaign data derived from the Brand Program).

4. Use of the Technology

Club grants the Brands a limited, non-exclusive, revocable license to make use of the Club Platform for the duration of the Agreement.

The Brands agree not to (i) reverse engineer, decompile, translate, adapt, and modify the Club Platform or any part thereof; (ii) copy, display, disclose, sell, lease, co-brand the Club Platform, or any part thereof, in any form; (iii) sub license, or otherwise transfer or permit third parties to use the rights and licenses granted hereunder; (iv) use the Club Platform in any fashion that may infringe any patent, copyright, trademark, trade secret or any other intellectual property or proprietary rights of Club, its subsidiaries, affiliates and/or licensors or any other third party; or (v) remove any copyright, trademark, patent or other intellectual property notices.

5. Data Protection

Club and the Brands are responsible for the compliance with their own respective data protection obligations, in particular under the General Data Protection Regulation (EU) 2016/679. For clarification, Club and the Brands are separate controllers for their own processing of personal data. Should the Brand extract and import to its systems information and data on the Brand’s engagement with Users, the Brand is the controller for its processing of such personal data.

Data Breach Notification and Responsibility

In the event of a data breach that affects the processing of personal data for which Club is the controller, we will promptly notify affected users and relevant authorities within 72 hours of becoming aware of the breach, in compliance with applicable laws and regulations.

For further information on how Club processes personal data, please see Club’s Privacy Policy.

6. Warranty and Disclaimer

The Club Platform, Club Service and the Club Content are provided “as is”.  Club, its subsidiaries and affiliates, and its licensors and suppliers, to the fullest extent permitted by law, disclaim all warranties, either express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of third parties’ rights, and fitness for particular purpose. Specifically, Club makes no warranty that the Club Services will function without interruption and Club disclaims any and all responsibility and liability arising out of data security breaches, including without limitation unauthorized access to data by third parties or for loss of data for any reason.

Further, the Club Platform is dependent on several third party integrations and API calls. Changes to these integrations and API calls by one or more third parties may cause disruption in services at any time, as well as permanent disruptions and changes to the platform. The Club platform is also dependent on the continuous approval by the Apple App Store, without which the Club platform can only be offered as desktop and mobile browser versions.

7. Limitations Of Liability

To the fullest extent permitted by applicable law and save for Club having wilfully caused damages, neither Club nor any of its subsidiaries, affiliates, directors, officers, employees or agents shall be liable to a Brand for any damages (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data (including Brand Content) or business interruption) resulting from the use or inability to use the Club Platform, or any failure of performance of the Club Platform, or the unavailability of or interruption in the Club Platform, whether based on warranty, contract, tort, or any other legal theory, and whether or not Club has been advised of the possibility of such damages, lost profit or loss of data or business interruption. If the Club Platform is not fully available to the Brand, the Brand’s sole and exclusive remedy shall be to discontinue the use of the Club Platform.

8. Indemnification

Club agrees to defend a Brand against, and indemnify and hold harmless the Brand and its subsidiaries, affiliates, directors, officers, employees and agents from and against any third party claims, demands, actions, suits or proceedings alleging that the Brand’s use of the Club Platform infringes or misappropriates the intellectual property rights of such third party, subject to and provided that the Brand has used the Club Platform in compliance with the terms hereof and that the Brand permits Club to, at its own expense, assume the exclusive defense and control of any matter subject to Club’s indemnification obligation, and to the Brand cooperating fully with Club in asserting any available defenses.

A Brand agrees to defend Club against, and indemnify and hold harmless Club and its subsidiaries, affiliates, directors, officers, employees and agents from and against any third party claims, demands, actions, suits or proceedings that arise from the Brand’s use of the Club Platform and any Club Content, save for third party claims alleging that the Brand’s use of the Club Platform in compliance with the terms hereof infringes or misappropriates the intellectual property rights of such third party.  

9. Confidentiality

Club Confidential Material.  The Brands agree not to disclose Club Confidential Material (as defined herein) without Club’s prior written consent, and the Brands agree to only use Club Confidential Material for the purposes of the Agreement and Club Service.  “Club Confidential Material” includes, without limitation, (i) all software, technology, programming, specifications, materials, guidelines and documentation relating to the Club Service, (ii) statistics related to the use of the Club Service provided to a Brand by Club, (iii) information relating to Users (including their individual identities and contact information), other users of the Club Service (including, without limitation, publishers and advertisers), Club’s business partners and other third parties, in each case to the extent such information is provided to a Brand in connection with the Club Service or included in any reports or other communications relating thereto, or is otherwise provided to a Brand by Club, and (iv) any other material designated in writing by Club as “Confidential” or an equivalent designation. Club Confidential Material does not include information and data on the Brand’s engagement with Users (including campaign data derived from the Club Platform) or material that (i) has become publicly known through no breach by a Brand, (ii) has been independently developed by a Brand without access to Club Confidential Material, as evidenced in writing, (iii) was  rightfully received by a Brand from a third party, or (iv) was required to be disclosed by law or by a governmental authority.

Brand Confidential Material.  Save for as required for the contemplated use by a Brand of the Club Platform, Club agrees not to disclose Brand Confidential Material without the Brand’s prior written consent and Club agrees to use it only for the purpose of the Agreement and provision of services hereunder. “Brand Confidential Material” includes any and all information provided by a Brand to Club and any and all information related to the Brand Program. Brand Confidential Material does not include material that (i) has become publicly known through no breach by Club, (ii) has been independently developed without access to the Brand Confidential Material, (iii) was rightfully received by Club from a third party, or (iv) that is required to be disclosed by law or by a governmental authority.

10. Payment

Account Balance. Commission and Rewards (“User Rewards”)  payed to the Users participating in your Brand Program and commission payable to Club (“Commissions”) is debited from the Brands’s Account Balance (“Account Balance”).

In order to utilize the Discount Code feature and Cash Reward feature in the Club Platform, Brands must deposit at least $100 into their Account Balance. The amount deposited is registered as the brands Auto Top-up Amount.

User Rewards and Commissions will automatically be deducted from the Account Balance. When the Account Balance balance drops below 20% of its Top-up Amount, the Account Balance will automatically be topped to the Auto Top-up Amount. The top-up will be paid by the Brands registered credit card. The Auto Top-up Amount can be changed according to the Brands needs.

Termination. Upon termination of contract, all remaining funds in the Account Balance, after all remaining User Rewards and Commissions are paid, will be refunded to the Brand.

Compensation to Club for Sales - Commissions. For all revenue, without any limitations, generated through the discount codes or tracking links created or distributed via the Club Platform, the Brands will pay Club a commission. The commission % is specified according to the plan chosen by the Brand.

Compensation to those participating in the Brand Program. Club will, through its third party payment partner(s) and on the Brands behalf, be responsible for the payout of Rewards & Commission, from the Brands’ Account Balance to the Users on the condition that the Brand has no unpaid or overdue invoices. The Brand is solely responsible for compensating Users for gift cards rewarded through participation in the Brand Program. This might be done automatically through API integration, or if not through manual requests by Users.

License fee. The License includes fee for subscription plans and fee for added features outside or in addition to the selected subscription fee. The fee is deducted from the Brands registered credit card on Club. The fee is deducted monthly, on the date of the first paid license fee. This fee can also be paid yearly, if the Brand has opted in for yearly payment.

If the Brand wishes to upgrade their subscription plan, or add any additional features, at any time during the payment cycle for License fee, the relevant plan, features and access will be available to the Brand effective immediately. The brand will only pay for the upgraded plan or added features for the remaining days of the billing cycle.

The brand may cancel or downgrade their subscription 90 days from the start date. A 90-day notice is required to cancel or downgrade, calculated from the next invoice date. During this notice period, the brand must adhere to the terms of the current plan.

Transaction fee. All funds added to Account Balance are subject to a 4.79% transaction fee.

Payment. The Brand must enter a credit or debit card in the Club Platform settings. If payments for invoice license fee, commissions or any other amount due under the Agreement are not received by the due date, the card entered in the Club Platform will be debited.

Price increase. The License Fee during any renewal term (every 12 month period) will increase by an amount of 5% compared to the applicable pricing in the prior term.

Termination. Upon termination of the Agreement for any reason, the Brand shall immediately pay any outstanding commissions, fees and other other amounts properly due under the terms of the Agreement to Club and to the Users participating in the Brand Program.  

11. Governing Law

The Agreement, including these Terms and Conditions, shall be interpreted, construed, enforced and governed in accordance with the laws of Norway.

12. Arbitration

Arbitration.  Any dispute, controversy, or claim arising out of, related to or in connection with the Agreement, including these Terms and Conditions, or to the performance, non-performance, interpretation, breach, termination or invalidity thereof, or any claim that a party to the Agreement may assert in any individual, representative or collective capacity or as part of a class, whether based in contract, tort, or otherwise, shall be finally settled and determined solely and exclusively by arbitration administered by the International Chamber of Commerce (the “ICC“) under its then current Rules of Conciliation and Arbitration (the “ICC Rules“). The written award of the arbitrators shall be final and binding upon the parties, and judgment on or enforcement of the award so rendered may be sought, had or entered in any court having jurisdiction.

Initiation of Arbitration.  Any party may initiate arbitration by filing a written request for arbitration with the Secretariat of the ICC.  A copy of the request shall be furnished to all other parties in accordance with the provisions of the ICC Rules and the provisions herein concerning Notices.

Appointment of Arbitrators.  Each party shall appoint an arbitrator, and after consultation with the parties the ICC shall appoint a third arbitrator.  Each arbitrator so appointed shall have an international reputation as being experienced in the legal and technical matters related to the dispute.

Location of the Arbitration.  The seat of arbitration shall be Oslo, Norway.  The arbitrators may hold hearings at such other locations as the arbitrators shall determine, after consultation with the parties.

Language of Arbitration.  The arbitral proceedings and all pleadings and written evidence shall be in the English language.  Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or true copy thereof.

Resort to the Courts.  Nothing in the Agreement, including these Terms and Conditions, prohibits any party from seeking interim or conservatory relief in any court of competent jurisdiction; provided, however that neither the filing of an application for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, nor the granting of such relief, shall be deemed to be a waiver of the obligation of the party to have the dispute heard and determined solely and exclusively by arbitration.

13. Survival

The provisions of Sections 3, 7, 9 and 10 through 12 shall survive the expiration or termination of the Agreement.

14. Amendments

If and when these Terms & Conditions are amended or revised, the so amended and revised Terms & Conditions will be made available on the Club website https://club.co/brand-terms, and will take effect after notification in the Club Platform.