“FAILURE CLUB” TERMS AND CONDITIONS

PLEASE READ THE FOLLOWING, AS THESE TERMS AND CONDITIONS (THE “TERMS”) AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. BY CLICKING THE “I AGREE” BUTTON, YOU AGREE TO BE BOUND BY THESE TERMS.

As a condition of your participation in and/or operation of a “Failure Club” and/or your use of the website “www.FailureClub.org” (the “Website”), which is owned and operated by Horizen Partners, Inc. (“HP”), you hereby agree that you have read and agree to comply with the following terms and conditions:

You agree that you are over eighteen (18) years of age and you have the legal right and capacity to comply with these Terms.  You agree that your participation in and/or operation of a “Failure Club”, and/or your use of the Website, will not: (a) violate any third party's intellectual property, personal or proprietary rights; (b) violate any law, statute, court order, ordinance or regulation; (c) be harmful, threatening, damaging, embarrassing, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, invasive of another's privacy, or hateful.

You are solely responsible for your interactions with other users of the Website, and other members of any “Failure Club”, whether online or offline. HP is not responsible or liable for the conduct of any user or participant. HP reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users.

Your agreement with these Terms constitutes your consent to the publication, reproduction, distribution and marketing, in any and all media, throughout the world and in perpetuity, of any content you submit or upload to the Website or otherwise share with HP, including without limitation intellectual property created and/or owned by you, and your name, likeness, image, voice, biographical information and other identifying information. All such submissions will be deemed to have been submitted by the Account Holder of the email or other internet account (“Account”) from which they were sent. For these purposes, an “Account Holder” shall mean the natural person assigned to such Account by the internet access provider, online service provider, website administrator or other organization responsible for assigning such Accounts.

You agree that all present and future rights, title and interest in and to the Website and any intellectual property contained thereon (including all rights in and to the “Failure Club” name and concept, and all graphics, layout, text, content, instructions, images, audio, videos, advertising copy, trademarks, layout, text, content, instructions, designs, logos, domain names, trade names, service marks and trade identities, any and all copyrightable material (including source and object code), the "look and feel" of the Website, the compilation, assembly and arrangement of the materials of the Website, and all other materials related to the Website), shall be and remain the exclusive property HP, or its successors, licensees or assigns (or licensors, if and as applicable). Subject to your agreement with these Terms, HP hereby grants you a limited, non-exclusive, non-transferable, revocable right to access the Website and use HP’s intellectual property in connection with a “Failure Club” of which you are an operator or participant, solely in accordance with the terms of this Agreement. You hereby agree to use the foregoing intellectual property only as described above, and not to license, sublicense, sell, resell, transmit, transfer, distribute, disclose or otherwise commercially exploit or make available any such intellectual property to any third party.  

You agree that under no circumstances will HP or its owners, principals, shareholders, affiliates, licensees, partners, employees, representatives or agents (collectively, the “HP Parties”, which shall include, without limitation, Morgan Spurlock, Warrior Poets, Inc. and Yahoo!, Inc.), be liable to you or any other party for any indirect, direct, special, punitive, incidental, or consequential damages of any character that arise from your participation in and/or operation of a “Failure Club”, and/or your use of the Website.  You hereby release the HP Parties in perpetuity, worldwide, from any and all claims, liabilities, demands, actions, causes of action, costs and expenses, whatsoever, without limitation, at law or in equity, known or unknown, anticipated or unanticipated, suspected or unsuspected, whether as a result of negligence or non-intentional conduct, which you and/or your heirs, executors, administrators, successors and assigns ever had, now have, or may, shall, or hereafter have, arising out of or in connection with your participation in and/or operation of any “Failure Club”, and/or your use of the Website, including without limitation any injury and/or wrongful death and/or damage to real or personal property.  You agree that the HP Parties may rely on this release in allowing you to participate in and/or operate a “Failure Club”, and/or to use the Website.

You agree to indemnify, defend, and hold harmless the HP Parties from and against any and all liabilities, claims, suits, losses, damages, costs, fees and expenses (including reasonable attorneys’ fees) arising from (1) your actual or alleged breach of any of these Terms; (2) any content that you post on the Website or share with any other user of the Website or any other participant in a “Failure Club”, and (3) any third party claim which arises as a result of your negligence or misconduct in connection with your participation in and/or operation of a “Failure Club”.

THE WEBSITE IS PROVIDED ON AN "AS IS", “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS ARE MADE REGARDING THE WEBSITE AND/OR YOUR PARTICIPATION IN AND/OR OPERATION OF A “FAILURE CLUB”.  NO WARRANTIES ARE MADE BY HP IN CONNECTION WITH THE FOREGOING, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, NONINTERRUPTION OF SERVICE, OR THAT THE WEBSITE WILL BE SECURE, COMPLETE OR FREE OF ERRORS, VIRUSES OR HARMFUL COMPONENTS.

Your use of the Website and/or your participation in and/or operation of a “Failure Club” shall not be deemed for any purpose to make you and agent, employee, joint venturer or partner of HP.  Except where prohibited, you agree that any and all disputes, claims and causes of action arising out of or connected with your use of the Website shall be resolved individually, without resort to any form of class action, and exclusively by the appropriate federal or state courts located in New York, New York, and these Terms shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules. No failure of HP to exercise any right provided under these Terms shall constitute a waiver of such right.  If any term of these Terms is held to be invalid or unenforceable, then the remainder of these Terms, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In addition to your agreement with the terms and conditions herein contained, your use of the Website shall be governed by the Website’s Terms of Service and Privacy Policy, as such may be amended from time to time.