OnceOff Club Membership Agreement
IMPORTANT! PLEASE READ CAREFULLY.
THIS IS A CONTRACT. BY SIGNING BELOW THAT STATES “I accept this Membership Agreement”, YOU ACCEPT ALL TERMS OF THIS MEMBERSHIP AGREEMENT, AND THIS MEMBERSHIP AGREEMENT WILL BE A VALID AND LEGALLY BINDING DOCUMENT BETWEEN YOU AND US.
1. Introduction. Welcome to the OnceOff Club owned and operated by The OnceOff Group, (collectively, the “Club”, “Group” or “we” or “us”). The Club provides membership in the Club to you subject to this Membership Agreement (“Membership Agreement”). Unless you are a guest of a Member as set forth below, you must become a registered Member of the Club pursuant to the terms and conditions of this Membership Agreement before you may use the services or facilities of the Club. In consideration of being permitted to apply for Club membership and attend Club events, you hereby agree to be bound by all the terms and conditions of this Membership Agreement.
It is critical that you read the Club Membership Application and this Club Membership Agreement in its entirety before purchasing a membership in the Club. It contains important information that (i) addresses prohibited conduct, (ii) outlines economic and other obligations that you agree to assume as a member of, and each time you participate in, the Club, and (iii) highlights certain rights that we reserve so that we can ensure that your membership in the Club will be an enjoyable experience and so that we can remain a responsible member of the community.
Once you read this entire Membership Agreement, if you agree to all of its terms, then sign the box below that contains the words “I accept this Membership Agreement”. After you “accept” the terms of the Membership Agreement, you may proceed with your purchase of a membership in the Club.
You shall be bound by both the terms of the Club Membership Application and this Membership Agreement whenever you participate in Club activities and shall continue to be bound by the provisions of Sections 9, 10, 12, 13, 15-17 and 21 from and after the expiration or earlier termination of your Membership. It is your responsibility to read this Membership Agreement and keep apprised of any changes to it. We may update or modify this Membership Agreement at our sole discretion from time to time without prior notice to you. Any updates and modifications that we make to this Membership Agreement will be binding on you even if you choose not to read them. The updates and modifications will be binding on you from the time that we post them; and each time you register for, or participate in, a Club event constitutes your agreement to the most current version of this Membership Agreement and acceptance of all its terms and conditions as stipulated herein.
If you don’t fully complete the Club Membership Application or accept this Membership Agreement in its entirety, then you will not be granted Club membership, and are not allowed to attend Club functions, or enter the Club premises. If you refuse to accept this contract and enter the Club premises surreptitiously, you agree that your mere entry into the premises constitutes your consent to all contractual provisions of the Membership Agreement.
2. Club Purpose. The OnceOff Club is a private members club to admire, partake and purchase artistic masterpieces created by the world’s greatest living artists and luxury brands through the private OnceOff Auctions held once every two years. You expressly acknowledge that you may see live product demonstrations and auctions at the Club and you agree that you are not offended by live showings in your presence in private settings. You are aware of the purpose for this Club, and agree that our right to participate in, and be members of, this Club is protected by the Irish Constitution. The Club is operated under the law of the Republic of Ireland, and only Members and their registered guests may attend Club functions.
3. Eligibility and Membership. Membership in the Club is offered to persons who are at least 18 years old on or before the date that he or she registers as a Member of, or attends an event at or sponsored by, the Club. By agreeing to the terms and conditions of this Membership Agreement, you represent and warrant to us that you are at least 18 years old and are authorized to enter into this Agreement.
You also represent that if you are married, you are attending the Club with your spouse or, if not, you have obtained your spouse’s express consent to attend Club functions without him or her and he or she is aware of the nature of the Club and the activities that occur at the Club premises. If you are a law enforcement officer, or other public governmental employee, or are affiliated with such, you will disclose such fact on the Club Membership Application. In the event you become a law enforcement officer or other governmental employee you must immediately update your Club Membership Application to reflect such change. If you are a guest of a Member and a law enforcement officer or other governmental employee, you must disclose such information in writing to Club Management before entering the Club or attending a Club event. If you are a reporter, or in any way a member of the press (print, television, on-line or otherwise), you must disclose such fact on the Club Membership Application. If you are a guest of a Member and a reporter, or in any way a member of the press (print, television, on-line or otherwise), you must disclose such information in writing to Club Management before entering the Club or attending a Club event. You must show valid identification upon arrival at the Club for a Club event.
If we determine or suspect, in our sole discretion, that you have misrepresented your age on the Club Membership Application or otherwise, we may, among other things, terminate your Membership without refund, reimbursement, or credit of your Membership fees. Your Membership is personal to you, and you shall not assign, sell, give, or otherwise transfer your Membership to anyone else. Your Membership in the Club commences on the day that you complete the Club application process that is required to become a Member or renew an existing Membership (including our receipt of applicable Membership fees). Your Membership will automatically expire at the end of your life, unless terminated earlier pursuant to this Membership Agreement. We reserve the right to extend your Membership beyond the Term. We may, in our sole discretion, decide to or not to renew your Membership.
Your Membership entitles you to all benefits of attendance at Club events for so long as you are an attendee and Member in good standing. Membership in the Club and permission to attend Club events is contingent on the payment of all applicable fees and the observance of all terms and conditions of this Membership Agreement.
4. Fee & Payments. Your online membership to OnceOff is Free once you are approved as a qualified OnceOff Member. As a Premium Member you agree to pay Membership fees of €2,500 and any other charges incurred in connection with your Membership in the Club to access the OnceOff Auctions at the rates in effect when the charges were incurred. We will immediately bill all Club charges incurred by you. All fees and charges are nonrefundable. We may change the fees and charges then in effect, or add new fees or charges, in our sole discretion by giving you notice in advance. You are responsible for all fees and charges that you may incur in connection with your use and enjoyment of the Club.
5. Guest Policy. A Member may only bring one (1) guest to a particular Club event as permitted by such Member’s Membership level. However, each guest may attend only one (1) event per year. Prior to attending a second Club event, all Member guest(s) are expected to pay the Membership Fees and agree to the Membership Agreement. If you bring a guest, the guest must sign a printedcopy of this contract before entering the Club and such signature shall not confer Membership status upon such guest but shall constitute a legally binding contract with respect to all provisions herein concerning conduct, waiver of liability, confidentiality, privacy and non-disclosure. Member guest(s) are assumed to have been informed of the nature of the Club, conduct policy and all other terms and conditions herein. A Member assumes full responsibility for notifying its guests of these terms and any subsequent liability for failure to do so.
6. Emails and Telephone. You understand that from time to time, the Club may send you emails or contact you by telephone about Club events and you grant the Club permission to contact you via email or telephone. At any time you may opt-out of receiving emails from the Club by contacting us at https://www.onceoff.com/contactus.
7. Electronic Contracting. You agree that you shall be bound whenever, after having an opportunity to review the terms applicable to registration for a Club event, you click on or check an “Agree”, “Accept” or other similar button or checkbox, at which time an electronic contract shall be formed. You certify that you intend each electronic contract, including the electronic acceptance, to constitute a legal agreement that is valid, binding and enforceable against you.
8. Cookies. Our server may automatically deposit “cookies” on your computer when you enter the Club’s website. Cookies are small files that are sent from the Club’s website server to your computer’s hard drive when you visit the Club’s website. We are able to obtain information from these cookies when you revisit the Club’s website as described below. The type of information that we collect as a result of cookies is specific to the computer used and may include the Internet Protocol address, the date and time the computer visited the Club’s website, the specific parts of the Club’s website that were visited, and indications as to whether or not the web pages requested were delivered successfully. We use the cookie information to make your navigation of the Club’s website less cumbersome and to improve the functionality of the website. You can erase or block this information by changing the settings on your computer, although this may affect your ability to access or use the Club’s website.
9. Confidentiality and Liability for Activities. You hereby agree to maintain the confidentiality of any and all information obtained through attendance at Club events or membership in the Club, including, without limitation, Online or Offline, the location of Club events, the identity of Members, the likeness of any Member, or the name, address, or other identifying information of any Member and the activities and occurrences at events hosted, sanctioned, sponsored by, or associated with, the Club (collectively, “Confidential Information”). OnceOff Group members cannot share any information, images, text, prices, or personal details online, in public forums, social media outlets, email, text, mobile applications, screenshots, self destructing imaging applications or other connected media devices while being logged into this website or afterwards at any time (or any other advanced future media outlets).
Membership in the Club is private and all information obtained through attendance at Club events or Membership in the Club is a privilege of membership and attendance, and as such, shall not be disclosed, either during or after the Term to any non-members including, without limitation, members of the press or law enforcement.
If you become legally compelled (by oral questions, interrogatories, request for information or documents, subpoena, civil investigative demand or similar process or order of a court of competent jurisdiction) to disclose any Confidential Information, you shall provide Club Management with prompt written notice and a reasonable period of time (not to exceed 90 days) so it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Membership Agreement. In the event such protective order or other remedy is not timely obtained, or compliance with the provisions of this Membership Agreement is waived, you shall disclose only the minimum amount of Confidential Information that is legally required and shall exercise best efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.
OnceOff Club makes every effort to protect the privacy of its members. The Club will not share your email address or any other personal information or the Club’s Members database with third parties unless in connection with a change of ownership or management of the Club, a sale or other transfer of the Club to a third party, or if required by court order. Except as set forth above, your identity will be disclosed only if we become aware of your violation of law and it is required that we do so, or it is necessary for the safety of our Membership.
In the event of dissolution of the Club, Club Management may, at its sole discretion and using its good faith judgment that it is in the best interests of the Members, with or without advance notice, disclose Member personal information along with membership and historical attendance data for current and former Members to an entity (and its principals) formed for the purpose of operating an Collectors Lifestyles Social Club, provided, however, that such entity is owned or controlled by one or more current or former members of the Club and provided, further, that the principals of such entity agree to be bound by and honour the same or substantially similar confidentiality rules as those provided herein. Such transfer of information shall expressly not create nor imply on the party of such new entity an acceptance of successor liability with regard to the existing Memberships of the Club or other liabilities of the Club to its Members. Additionally, any existing Members may or may not be offered Membership in the new club at the sole discretion of the new club’s management. Should such information be disclosed in connection with the foregoing, any Member whose information is disclosed may request in writing the deletion of its information from the new entity’s records, following which said information shall be destroyed within five (5) business days.
The Club is not responsible for the conduct, acts, or omissions of any Member, or for false or misleading information provided by any Member, and you waive any and all claims, damages, losses or causes of action against the Club arising out of the activities of any Member.
10. Assumption of Risk. Due to the nature of the auction process, all club members are aware that he/she may not have the means to acquire an OnceOff Masterpiece through the OnceOff Auction due to other members out bidding him or her.
YOU ACKNOWLEDGE THAT CLUB EVENTS AND ACTIVITIES OCCURRING AT CLUB EVENTS INVOLVE KNOWN AND UNANTICIPATED RISKS THAT COULD RESULT IN PHYSICAL OR EMOTIONAL INJURY OR DAMAGE TO YOURSELF, YOUR PROPERTY OR TO THIRD PARTIES. YOU UNDERSTAND THAT SUCH RISKS CANNOT BE ELIMINATED WITHOUT JEOPARDIZING THE ESSENTIAL QUALITIES OF CLUB EVENTS. BY PARTICIPATING IN ANY CLUB EVENTS, YOU ACCEPT AND ASSUME THE RISK EXISTING IN THAT EVENT AND ANY ACTIVITIES OCCURRING DURING SUCH EVENT AND ELECT TO PARTICIPATE IN SPITE OF THE RISKS, KNOWN OR UNKNOWN.
You agree that neither the Club nor its owners or Members are responsible for your health. You are solely responsible for maintaining and protecting your own health. All interactions between the Members are by mutual consent, and you should take your health into consideration in making decisions relative to such interactions and discussions. It is the responsibility of all Members to protect themselves at all times. You also recognize that the Club cannot evaluate your physical condition and medical limitations as they pertain to participation in Club events, or use of Club gear or your own gear at Club events.
YOU ASSUME ALL RESPONSIBILITY FOR HAVING A THOROUGH MEDICAL EXAM PERFORMED BY A MEDICAL PRACTITIONER OF YOUR CHOICE BEFORE PARTICIPATING IN ANY CLUB EVENTS AND PRIOR TO USING ANY CLUB-PROVIDED GEAR OR EQUIPMENT. YOU ALSO ASSUME ALL RESPONSIBILITY FOR ABIDING BY THE RECOMMENDATIONS OF SAID MEDICAL PRACTITIONER, INCLUDING, BUT NOT LIMITED TO, AS THEY PERTAIN TO LIMITATIONS ON PARTICIPATION IN CLUB EVENTS AND USE OF CLUB-PROVIDED GEAR OR EQUIPMENT. YOU ASSUME ALL RESPONSIBILITY FOR THE WORKING CONDITION (OR LACK THEREOF) OF GEAR OR EQUIPMENT THAT YOU PROVIDE. YOU ARE RESPONSIBLE FOR INSPECTING ALL GEAR AND EQUIPMENT SUPPLIED BY THE CLUB AND IMMEDIATELY INFORMING A MEMBER OF THE CLUB STAFF OF ANY QUESTIONS YOU MAY HAVE ABOUT THE USE OR CONDITION OF SUCH CLUB-SUPPLIED GEAR OR EQUIPMENT.
11. Representations. YOU HEREBY REPRESENT TO US THAT:
You are at least eighteen (18) years of age at the time of acceptance of this Membership Agreement; All identifying information provided by you in connection with the Club Membership Application and this Membership Agreement is accurate;
Except as otherwise fully disclosed in writing to Club Management, you do not serve in any capacity as a law enforcement officer, investigator, inspector, agent, employee or informant of any municipal, county, state, or federal governmental agency or department. Further, if you are a member of law enforcement as described above, you expressly represent that you are attending a Club event for the sole purpose of personal entertainment and are not acting or attending in any official capacity and not attending at the request or demand of, or as an employee of, any such agency or department;
Except as otherwise fully disclosed in writing to Club Management, you are not a reporter, employee, investigator, independent contractor or informant associated with, assisting or employed by any broadcast, print, internet or other news or entertainment media nor any organization which disseminates information in any way to the general public. Further, if you are a member of the press as described above, you expressly represent that you are attending a Club event for the sole purpose of personal entertainment and are not acting or attending in any official capacity and not attending at the request or demand of, or as an employee of, any such media or organization;
Your application for Membership in the Club is made in good faith for the sole purpose of obtaining Membership in the Club and participating in Club events, and not for any other purpose; and
YOU ARE ENTERING INTO THIS AGREEMENT ON YOUR OWN BEHALF, HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF ENTERING INTO THIS AGREEMENT, AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
12. Member Conduct. No Member shall drink alcoholic beverages to excess. No alcohol shall be sold or otherwise transferred in violation of law on Club premises. Your alcohol intake is not monitored by the Club and you release and hold harmless and indemnify the Club from any damages that may occur due to your consumption of alcohol at the Club whether that be while operating a motor vehicle or otherwise.
No weapons of any kind are permitted on Club property unless you are a uniformed police officer and are on duty and identify yourself as such. Possession of weapons is grounds for immediate termination of Membership.
No gambling is allowed at Club events.
No harassment, sexual or otherwise, will be permitted in the Club. Any such harassment shall be immediately reported to Club management. If the complaint is justified, the offending party’s Membership may be immediately terminated.
No prostitution or illegal solicitation for sexual activity is allowed, or will be tolerated. If you are approached for such illegal activity, you will notify Club management immediately, and the offending party’s Membership will be immediately terminated.
If you intentionally or unintentionally violate any applicable local, county, state, or national law, regulation, rule or policy while participating in Club events your Membership will be immediately terminated.
If you become disorderly and are asked to leave, you will do so immediately, and quietly. Your Membership may be immediately terminated if you fail to do so. If you are asked to leave more than once in any twelve-month period, your Membership will be immediately terminated. Not all members are invited to all Club events.
The Club reserves the right to have private parties and will determine the guest list based on the activity, and you agree that this is reasonable and desirable for the Club.
The rules of the Club may be modified at any time at the discretion of the Club’s management.
You will not bring into the Club a camera or other recording device of any kind nor use any surveillance, photographic, camera, camera phone, video, digital, audio or other recording (audio or visual) or similar devices at any Club event.
You will not copy or otherwise divulge or disclose any information or photograph contained on our website or brochures.
You will not disclose in any print, broadcast, television, radio, or other form of media, the address, location, or Membership of the Club, or any information regarding any Members of the Club. You will not discuss the Club with any newspaper, magazine, television station, radio station, reporter or journalist.
If you are employed by, or associated with, any news or investigative organization, and you violate any provision of this Membership Agreement, you agree that both you and the news or investigative organization in which you are affiliated shall be jointly and severally liable for damages resulting from such violation. Because determination of the amount of such damages would be difficult to ascertain, you agree, individually and on behalf of the news or investigative organization with which you are affiliated, that liquidated damages in the amount of one hundred million euro (€100,000,000.00) are reasonable, and such damages shall be paid in certified funds before publication or broadcast of any report you or the news or investigative organization with which you are affiliated prepare or participate in publishing or broadcasting.
In the event prior payment of such damages is not made, and litigation is necessary, you and the news or investigative organization in which you are affiliated agree that The OnceOff Group shall be entitled to recover from you not only such liquidated damages amount but also its attorney’s fees and costs expended, as well as interest on such liquidated damages amount at the lesser of (i) the rate of twenty percent per annum, or (ii) the maximum rate permitted by applicable law, from the date of publication or broadcast until payment is made.
You will not impersonate any person by falsely stating or otherwise misrepresenting your identification or affiliation with another person or entity. You will not disseminate any information related to the Club or its Members which in any manner violates the statutory or common law privacy rights of other Members. Violation of applicable rules of conduct in this section may result in you being reported to appropriate law-enforcement agencies. The provisions of this section shall survive the voluntary or involuntary termination of your Membership, are contractual, and not a mere recital.
13. Release and Indemnity. You agree to release, waive, discharge, defend, indemnify, and hold the Club, its subsidiaries, affiliates, officers, employees, agents, representatives, Members and other third parties harmless from all liabilities, losses, damages, costs, and expenses (including attorneys’ fees) on account of any claim, suit, action, demand, or proceeding made or brought against any such party, or on account of the investigation, defense, or settlement thereof, arising in connection with your Membership in the Club, your use of the Club facilities, your attendance at any Club event, and/or your violation of this Membership Agreement, any law or the rights of any third party.
You acknowledge that hazards are inherent in Member activities, and hereby assume all risk of injuries, illness, or damages including but not limited to bodily injury, pregnancy, disease strains, heart attack, or other ailments incidental to such activities and to the use of equipment involved in such activities. You hereby forever for yourself, your heirs, executors and administrators absolve, release and waive any and all liability, claims or demands against the Club, its owners, subsidiaries, affiliates, officers, employees, agents, representatives, and each and every Member which may arise out of, or be related to, any injury, damage or pecuniary loss by reason of such Membership or participation in any Club event or Member activity.
Members’ guest(s) are deemed to have been informed of such general hazards by the Member and deemed to have understood and accepted these same terms of participation. Members assume full responsibility for notification of these terms to their guests and any subsequent liability for failure to do so.
The Club is not responsible for damaged, lost or stolen property. You agree that it is your responsibility to secure your valuables. You agree and understand that the lockers are provided as a convenience only and that no guarantee of security is intended or conveyed by virtue of you being allowed to utilize the lockers.
14. Absolute Right to Suspend or Terminate Your Membership in the Club. You may terminate this Membership Agreement and your right to use the Club and its facilities at any time by sending mail to OnceOff, 108 Greenhills Estate, Bunree, Ballina, County Mayo, Ireland. Although you may terminate your right to use the facilities of the Club, your Membership may not be cancelled (it may only expire), and you will not be entitled to any refund, reimbursement, or credit of your Membership Fees.
You agree that we, in our sole discretion, may deny you access to Club events and/or suspend or terminate your membership in the Club, and your use of any or all of the facilities of the Club, if we (i) believe in our sole discretion that you have violated this Membership Agreement or the Club Membership Application, (ii) determine, in our sole discretion, that your continued Membership is not in the best interests of the Club and its other Members, or (iii) determine , in our sole discretion, that you are at any time intoxicated or under the influence of any illegal substance, all without notice or liability to you or anyone else. You agree that any termination of your access to the Club under any provision of this Membership Agreement may be effected without prior notice. You also agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to the Club. Further, you agree that we will not be liable to you or any third party for any termination of your access to the Club.
15. Proprietary Rights. The name “OnceOff”, the name “OnceOff Masterpieces”, the name “OnceOff Collectable Luxury Masterpieces”, the name “OnceOff Group”, the name “OnceOff Private Members Group”, and the phrase “Collectable Luxury Masterpieces” “Enjoyable Luxuries, One of a Kind Experiences” are service marks of the OnceOff Group operated by The OnceOff Group.
Unauthorized use of any trademark, service mark or logo of OnceOff Logo may be a violation of domestic and foreign trademark laws. The OnceOff Group and/or its affiliates own all intellectual property rights in the Club website and brochures. You acknowledge and agree that the Club website and any necessary software used in connection with the Club website or the Club are or contain proprietary and confidential information that is protected by applicable intellectual property and Irish and international copyright laws.
You agree not to access the Club website by any means other than through the interface that is provided by the Club for use in accessing the Club website or use the Club website for any purpose inconsistent with the terms of this Membership Agreement. If you do not comply with the provisions of this Section, we reserve the right, in addition to all rights at law and in equity, to terminate your Membership in the Club without refund, reimbursement, or credit of any Membership Fees.
16. Limitation of Liability to Amount Paid by You. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INTANGIBLE LOSSES, RESULTING FROM: (A) ANY USE OR INABILITY TO USE THE CLUB FACILITIES INCLUDING, WITHOUT LIMITATION, DISRUPTION ARISING FROM ANY CAUSE; OR (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR PERSONAL INFORMATION OR MEMBERSHIP DATA. IF WE ARE ADJUDGED TO BE LIABLE BY A COURT OR OTHER BODY OF COMPETENT JURISDICTION TO YOU FOR ANY REASON WHATSOEVER, YOU AGREE AND UNDERSTAND THAT YOU MAY NOT RECOVER DAMAGES IN EXCESS OF THE AMOUNT OF MEMBERSHIP FEES THAT YOU ACTUALLY PAID TO US DURING THE YEAR IN WHICH THE EVENT OCCURRED THAT GAVE RISE TO OUR LIABILITY. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS PARAGRAPH ARE A MATERIAL PART OF OUR AGREEMENT TO PROVIDE CLUB MEMBERSHIP TO YOU.
17. Arbitration. Any controversy or claim arising out of or relating to this Membership Agreement or the Club, whether between (i) you and the Club, or (ii) you and another Member shall be settled by binding arbitration in accordance with the commercial arbitration rules of the Irish Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be stipulated confidential, conducted in the City of Dublin, Ireland, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary in the foregoing, the Club may obtain from a court any interim or provisional relief that may be necessary to protect the Club’s rights or property.
18. False Information. You must provide the Club with accurate, complete, and updated information (the “Registration Information”). If you provide us with any Registration Information or other information that is not truthful, complete, or up-to-date, or if we have grounds to suspect that any of it is not truthful, complete, or up-to-date, then we may suspend, terminate, or take any other legal action with respect to you and/or your Membership. The Club reserves the right to cancel or decline membership in the event the information supplied in connection with an application for membership (i) is false or materially misleading, or (ii) fails to disclose any information which, if in the sole opinion of the Club, had such information been disclosed at the time of application would have materially affected the eligibility of the applicant for Membership. The Club also reserves the right to cancel or decline Membership in the event any investigation reveals unacceptable background information.
19. Severability of Agreement; Conflict. If a court or an arbitrator of competent jurisdiction determines that any provisions or conditions of this Membership Agreement are illegal, unenforceable, or invalid in whole or in part for any reason, the remaining provisions (or portions of them) and obligations shall remain in full force and effect and shall be valid and enforceable to the fullest extent permitted by law. If there is a conflict between the provisions of the Club Membership Application and this Membership Agreement, the terms of this Membership Agreement shall prevail.
20. Waiver. The failure of the Club to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered to be a waiver or deprive the Club of the right thereafter to insist upon strict adherence to such term or any other term of this Membership Agreement. In order to be effective, any waiver must be in writing, signed by a duly authorized agent of the Club and delivered to the Member.
21. Club Ownership and Management Decisions. Members agree that they have no input, power or ownership if the OnceOff Management Group has aspirations to acquire or purchase other business entities, properties, brands, facilities, works, treasure assets, assets or investments to improve the OnceOff Club experience.
Members agree that in the event of the sale, transfer or acquisition of the OnceOff Group that individual members do Not have any input, power or ownership, nor decision making power on who the Group can be sold too or own any share or percentage of OnceOff.com or parent company The OnceOff Group unless otherwise stated by contract in the early formation of the OnceOff Group.
OnceOff Club makes every effort to protect the privacy of its members. The Club will not share your email address or any other personal information or the Club’s Member database with third parties unless in connection with a change of ownership or management of the Club, a sale or other transfer of the Club to a third party, or if required by court order.
22. Governing Law and Miscellaneous. This Membership Agreement shall be governed by, and shall be construed in accordance with, the laws of the State of the Republic of Ireland (exclusive of the choice of law rules thereof). The Club reserves the right to interpret the terms and condition of this Membership Agreement, and the application thereof, in its sole and absolute discretion. This Membership Agreement and all documents incorporated by reference constitute the entire agreement between the Club and you with respect to the Club. Sections 9, 10, 13, 15-17 and 21 hereof shall survive termination of this Membership Agreement for any reason. No amendment to this Agreement by you will be binding unless in writing signed by an authorized representative of the Club.
If you are accepting this Membership Agreement as a couple (as evidenced by the information associated with your membership number or the information submitted on your membership application), by signing the “I Accept this Agreement” box below you hereby represent that you are accepting this Agreement on your own behalf and have been duly authorized by the non-signing individual to accept the terms of this Agreement as his/her agent and both individuals constituting such couple shall be deemed to have agreed to all terms and conditions of this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THE FOREGOING MEMBERSHIP AGREEMENT AND UNDERSTAND IT. BY SIGNING THE “I ACCEPT THE MEMBERSHIP AGREEMENT” BELOW, YOU CERTIFY THAT YOU HAVE READ THIS AGREEMENT, AND YOU CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS. BY NOT SIGNING THE “MEMBERSHIP AGREEMENT” BELOW, YOU ARE REJECTING THIS AGREEMENT AND YOUR MEMBERSHIP OR APPLICATION FOR MEMBERSHIP IN THE CLUB AS APPLICABLE SHALL IMMEDIATELY TERMINATE.
Thank You for your interest in becoming a member of the OnceOff Group.
The Global OnceOff Members Group (https://www.onceoff.com) and its related sites, services, applications, and tools (each and collectively, the “Site”) are owned and operated by The OnceOff Group (www.onceoff.com) (“The OnceOff Global Private Members Group, “OnceOff” “Us” “The Group” or “We”). These terms and conditions (“Terms” “T&C’s”) govern you the (“Buyer” “Buyers”) use of the Site and your conduct on the Site.
We may modify these Terms from time to time without notice to you. The provisions contained herein supersede all prior notices or statements regarding our Terms with respect to this Site. We encourage you to check the Site frequently to see the current Terms in effect and any changes that may have been made. By using the Site following any modifications to the Terms you agree to be bound by the modifications.
Any inquiries concerning these Terms should be directed to us at the address below.
We control and operate the Site from our offices in the Republic Of Ireland, and all information is processed within the Republic Of Ireland or at the location of our service providers. We do not represent that materials on the Site are appropriate or available for use in locations outside the Republic Of Ireland. Persons who choose to access the Site from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.
Buyers agree to comply with all applicable laws, rules and regulations in connection with their use of the Site. The Site may be used only for lawful purposes and in a lawful manner. Without limiting the generality of the foregoing, you agree to comply with all applicable laws regarding the transmission of data exported from the Republic Of Ireland or the country in which you reside as well as the restrictions on import or export of Items from the Dealer’s country to your country.
The Site provides an online marketplace for appropriately qualified sellers (“Dealers” “Brands” “Advertisers” “Artists”) to offer to sell goods (“Items”) to qualified Buyers and Members. The sale is directly between the Buyer and the Dealer. In other cases OnceOff may be a broker or intermediary between a member and luxury brand or service provider and take payment for any product or services.
In the case (“Dealers”, “Brands”, “Advertisers”, “Artists”) UPLOAD their own stock or products to the OnceOff Private Members Portal, OnceOff is expressly limited to making the Site available and maintaining the Site. OnceOff is an intermediary and not an agent or fiduciary for either the Buyer or the Dealer for any purpose. OnceOff is not responsible for the actual sale of Items and does not control the information provided by Dealers or Buyers nor their acts or omissions. OnceOff is independent from the Buyer and Dealer and no partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the operation of this Site by OnceOff unless stated.
The provisions of the Commercial Agents Directive (86/653/EC) as implemented in any European jurisdiction (for example, in the UK via the Commercial Agents Regulations 1993) are expressly excluded from these Terms and our agreement. By using the Site, Buyers select and purchase goods marketed by Dealers, solely of their own initiative, placing orders via the Site. You acknowledge that OnceOff.com has no control over the ultimate price Items are sold at or any sales terms ultimately entered into between you and a Dealer.
We are not responsible for the delivery of or transfer of legal ownership of Items from a Dealer to you. We are not responsible for the delivery of payment from you to the Dealer unless we explicitly agree to be, or take payment directly on www.onceoff.com for such an item. We have sole control over the look, feel, content, operations and evolution of the Site, and may modify the Site and any content in our sole discretion.
OnceOff may, but is not obligated to, provide intermediary services between the Buyer and Dealer in connection with customer service or dispute resolution matters. In the event OnceOff elects in its sole discretion to provide intermediary services, then the decision of OnceOff is final and binding on all parties and cannot be appealed, challenged or reversed.
The Dealer is responsible for accurately describing the Items it is offering to sell and for delivering the Items to the Buyer/Member in accordance with the arrangements made between Buyer and Dealer, including transfer of title and payment of sales tax or VAT or import/export duty to the appropriate authority.
The Buyer is responsible for determining the value, condition and authenticity of the Items being purchased, to pay the purchase price to the Dealer including any sales tax, VAT or import/export duties, and to arrange for shipping of the Items purchased unless otherwise agreed by the OnceOff Group.
The agreements between the Buyer and the Dealer shall not be governed by the U. N. Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
The Seller/Brand is responsible for allocating a sales commission to OnceOff on all successful sales to members, whether online or offline. Any repeat sales made to an OnceOff Member to the seller/brand after the initial purchase is classed as a referred OnceOff member to the seller/brand and as such the brand must pay OnceOff a successful sales commission on each following sale.
You must be 18 years of age or older to use this Site. This Site is not directed at children under the age of 13 and does not knowingly collect information from such children. The Site is designed for persons with experience with, and who are accustomed to, buying Items based on photographs and the Buyer represents having such experience.
The OnceOff Global Private Members Group expressly reserves the right to terminate the use of, or to refuse to permit the use of, the Site by any person or entity, at the sole discretion of OnceOff, for any reason or no reason at all, and without prior notice.
Registration is required in order to use the Site as a member.
Registrants are required to provide certain information and to select a password to be used to create and access their accounts. This password and other registration details should be kept safe and not shared with anyone. Registrants may voluntarily provide additional information in the registration process to personalize their accounts. Registrants may access their accounts to view their profile information as well as transaction information by clicking the icon on the home page of the Site after logging in.
Buyers may cancel their registration and account at any time. For your security, requests to terminate accounts MUST originate from the registered email account at OnceOff addressed to firstname.lastname@example.org. Under no circumstances will a cancellation request received via the phone or otherwise be accepted.2
Dealers are responsible for the accuracy in describing and pricing the Items on the Site. OnceOff relies on the Dealers for such information and is not responsible in any way for the description or pricing of Items on the Site provided by the Dealer.
However, due to the nature of the internet, occasional glitches, service interruptions or mistakes may cause unintended inaccuracies to appear on the Site. OnceOff has the right to correct inaccuracies or mistakes that come to its attention and to void any purchases of Items that display an inaccurate price or description.
You acknowledge that temporary interruptions in the availability of the Site may occur from time to time as normal events or email.
Also, we may decide to cease making available the Site or any portion of the Site at any time and for any reason. Under no circumstances will OnceOff or the Dealers be held liable for any damages due to such interruptions or lack of availability.
Because most of the Items displayed on the Site are unique and are offered by Dealers that usually have retail opportunities for the sale of the Item independent from OnceOff, all Items displayed on the Site are offered for sale strictly subject to availability.
The Buyer is aware that unless otherwise stated, the Items are not new nor in perfect condition and may require touch-up or repairs prior to use and that the available information about these Items may be limited. While saying that, items may be new and direct from the brand. The Site is designed to provide the Buyer access to Items as the Dealers present them. Accordingly, OnceOff does not verify any information provided by the Dealer (or its representative selling an Item) and OnceOff makes no representations or warranties with respect to the Dealer, the Item or the information related to the Item.
Purchases through Site. When a Buyer identifies an Item for purchase, the Buyer may purchase or make an offer to purchase the Item directly through the Site’s checkout page or by contacting OnceOff through any method listed on the Site. At that time the Buyer shall submit valid payment information to OnceOff for payment of the Total Purchase Price. The “Total Purchase Price” is the price agreed to on the Site between Buyer and Dealer and includes (i) the agreed price of the Item (the “Purchase Price”); (ii) if applicable, shipping fees; and (iii) sales tax, use tax, VAT, Internet sales tax and/or any other taxes or levies that the Dealer is required to collect from the Buyer under applicable law at the time of sale. By making an offer to purchase, the Buyer irrevocably agrees to pay the Total Purchase Price and the Dealer agrees to sell the Item for the Total Purchase Price once a Sale Confirmation is issued to the Buyer. Once made, an offer may not be cancelled or revoked by the Buyer unless the offer was made at a time when the Total Purchase Price was yet to be confirmed e.g. because the shipping fees were unknown at the time of placing an offer (and subject to any statutory rights a Buyer may have).
Negotiable Prices; Counter-offers by Dealer. If the Dealer posting an Item has indicated that the price is negotiable, the Buyer may make an offer through the OnceOff Site to the Dealer to purchase the Item at a price selected by the Buyer. Once made, an offer may not be cancelled or revoked by the Buyer unless the offer was made at a time when the Total Purchase Price was yet to be confirmed e.g. because the shipping fees were unknown at the time of placing an offer (and subject to any statutory rights a Buyer may have). The Buyer or the Dealer or OnceOff may place a time limit on the effectiveness of the offer and each acknowledges that the offer will lapse at the end of the offer period. By making an offer, the Buyer irrevocably agrees to pay the Total Purchase Price if his/her offer is accepted by the Dealer. The Dealer may decline or accept the Buyer’s offer or make a counter-offer to the Buyer. By making a counter-offer, the Dealer, unless otherwise noted in the counter-offer, agrees to sell the Item to the Buyer at the counter-offered price and represents that the Item is available for immediate sale as long as the Buyer agrees to the counter-offer within 24hrs or such time set by the Dealer. If the Buyer agrees to pay the counter-offered price, the Buyer shall acknowledge that acceptance by confirming the purchase to the Seller or to OnceOff.
In certain circumstances, Buyers will be required to post a “reserve” to support its offer. This reserve shall be authorized to OnceOff by credit card at the time the initial offer is made. In the event the Buyer and Dealer are unable to agree upon the sale price or other terms of the transaction then OnceOff will cause the reserve to be credited back to Buyer’s credit card account. In the event Buyer and Dealer consummate the sale transaction, the amount of the reserve, up to the Total Purchase Price, will be charged and OnceOff will remit the funds to Dealer.
Sales Confirmation. An offer or counteroffer is deemed “accepted” by the Dealer and the sale is confirmed between the Buyer and the Dealer when a confirmation (“Sale Confirmation”) is posted to the Buyer’s account that (a) the Buyer’s offer or subsequent counteroffer to purchase the Item has been accepted and confirmed by the Dealer, or (b) the Buyer’s acceptance of the Dealer’s counteroffer has been acknowledged, accepted and confirmed by the Buyer. Notwithstanding anything to the contrary contained herein, in the event(s) of an error by Dealer as to availability of the Item or an error by the Dealer or OnceOff as to acceptance of the Buyer’s offer or counter-offer, or any other error on Dealer’s or OnceOff’ part with respect to a Sale Confirmation or the operation of the Site, the Dealer and/or OnceOff reserve the right in their sole and absolute discretion to rescind that Sale Confirmation without penalty to any party.
Once a Dealer and Buyer agree on the terms of the sale of an Item, a binding contract between the Buyer and the Dealer with respect to the sale and purchase of that Item is created.
Immediately upon receipt of the Sale Confirmation, the Buyer shall remit an amount equal to 100% of the Total Purchase Price. In the event Buyer has previously posted a reserve with OnceOff for the Item, then the amount of the reserve shall be credited against the Total Purchase Price and Buyer shall remit the remaining balance of the Total Purchase Price.
The Buyer hereby irrevocably authorizes OnceOff upon Sale Confirmation to charge the Buyer’s credit card or other payment methods for an amount equal to the Total Purchase Price.
If for any reason after receipt of the Sale Confirmation, Buyer cancels a payment made by credit card or any other means or the Buyer otherwise fails to make any payment(s) with respect to the Total Purchase Price, Buyer shall remain liable to the Dealer for the full Total Purchase Price and any costs related to the sale of the Item including but not limited to taxes, storage and handling fees if applicable and any costs incurred by OnceOff associated with collecting any amount due to the Dealer including but not limited to legal fees and costs related to currency fluctuations.
Without limitation to the preceding sentence and in addition to any other remedies at law or equity, in the event of Buyer default, OnceOff reserves the right, at its election, to retain any and all payments paid by Buyer prior to Buyer default with respect to the Item and to cancel the sale of the Item without any further obligation to Buyer. The Buyer acknowledges and agrees that damages to OnceOff and/or the Dealer in the event of Buyer Default will be difficult or impossible to prove and that the paid amount is reasonable compensation to OnceOff and/or the Dealer for damages suffered and constitutes liquidated damages and not a penalty.
Where the EU Consumer Rights Directive (2011/83/EU) as implemented into national law in the various EU jurisdictions applies to a Buyer, unless one of the exceptions below applies, such a Buyer has the right to cancel its order without giving reason within 14 days from the day on which that Buyer or a third party indicated by the Buyer receives an Item. The Buyer must inform the Dealer of its decision to cancel the order in writing within this period. The Dealer must reimburse all payments received from this Buyer/OnceOff for the Items purchased and the Buyer will incur no fee as a result of such reimbursement. However, reimbursement may be withheld until the Dealer has received the Items back from the Buyer. The Buyer must send back the Items following the instructions of the Dealer. The Buyer will bear the cost of returning the Items to the Dealer. The Buyer may lose this right if the value of the Items returned diminishes due to the handling of the Items. The right of cancellation does not apply to: (a) the supply of Items made to the Buyer’s specifications; (b) the supply of Items which may deteriorate or expire rapidly; (c) the delivery of Items which are not suitable for return due to health protection or hygienic reasons if unsealed by the Buyer after delivery, or which are, after delivery, mixed with other items; (d) the delivery of sealed video or audio recordings or of sealed software if unsealed by the Buyer after delivery; and (e) the supply of digital content if the Buyer accepted when it placed the order that delivery could be started and that the Buyer could not cancel once delivery had started.
All Items displayed on the Site are sold “AS IS”. Neither the Dealer nor OnceOff makes any guarantee, warranty or representation, expressed or implied, to any Buyer with respect to any Item, including without limitation, its condition, merchant-ability, fitness for a particular purpose, quality, rarity, importance, provenance, designer or creator, exhibitions, literature, historical relevance or otherwise. No statement anywhere, whether oral or written, shall be deemed any such guarantee, warranty or representation. OnceOff makes no representation or warranty as to whether the Buyer acquires any reproduction rights or other intellectual property rights in any Item.
If the Buyer is purchasing an Item based partially or entirely on its stated provenance, designer or creator, the Buyer may at its option and at its own cost arrange with the Dealer to have Buyer’s selected expert review the Item prior to purchase. Selection of the expert is the sole responsibility of the Buyer. Any arrangements for inspection shall be made between the Buyer and Dealer. Buyer expressly acknowledges that the Buyer’s use and/or reliance on any expert is at the Buyer’s own risk and cost. The member/buyer can ask OnceOff to organise an expert to review the product on site at the cost of the Member/Buyer.
The Buyer is entirely responsible for paying all sales and use taxes, VAT, export and/or import taxes and duties and all transactional taxes or levies related to the purchase of each Item purchased (collectively, “Taxes”). The Buyer shall pay the Dealer such Taxes as the Dealer is required to collect, but failure of the Dealer to collect the Taxes will not relieve the Buyer’s obligation. It is the Buyer’s responsibility to establish and/or document any applicable exemption from Taxes. The Buyer must determine, pay, collect, remit and report to the appropriate taxing authority the correct amount of all export and/or import taxes or duties payable upon export of the Item from its country of origin and import into Ireland, the United States or any other country.
Some of the Items sold on the Site may require cultural, customs and endangered species permits for export from the country where they are located and import into the Buyer’s country. Items may also be subject to a right of the country from which they are exported to purchase the Items from the Buyer, sometimes called a “right of preemption”. Neither the Dealer nor OnceOff makes any representation, gives any warranty or shall have any liability to the Buyer in respect of the requirement for, or the availability, or issuance of valid export or import permits or the existence or exercise of preemption rights to purchase by governmental or regulatory authorities anywhere.
If the listing of any Item on the Site discloses that the Item requires a cultural export permit or the Dealer, or OnceOff discloses such requirement after confirmation of the sale but before the shipper picks up the Item, or the Buyer first learns that an export permit is required after the Item has been picked up by the shipper, and the Dealer is unable to obtain the export permit within thirty (30) days after the later of confirmation of the sale or disclosure of the requirement for the export permit, the Buyer may rescind the sale of such Item by giving written notice to OnceOff and the Dealer within seven (7) business days after expiration of the applicable thirty (30) day period. In no event shall the Buyer be entitled to rescind a sale more than ninety (90) days after the date of the sale to the Buyer.
If the sale is rescinded, the Buyer shall cause the affected Item to be returned to the Dealer at the Buyer’s cost unless otherwise agreed. Upon such return, OnceOff and/or the Dealer shall return to the Buyer the Total Purchase Price. The benefit of this right of rescission is not assignable and belongs solely to the Buyer.
The Dealer of each Item sold on the Site represents that the Dealer will convey clear title of each Item to the Buyer upon receipt by the Dealer or his/her agent of their Total Purchase Price for the Item. In the event the Dealer has requested that OnceOff collect and remit payment of the Total Purchase Price, then the Dealer will convey clear title to the Item upon receipt of the Sales Confirmation by the Buyer and receipt by OnceOff of the Total Purchase Price.
In the case of Buyer-arranged shipping, risk of loss and title for such Items pass to Buyer upon Dealer’s delivery of the Item to the carrier selected by the Buyer for shipment or when the Buyer picks up the Item from the Dealer. In the case of Dealer arranging shipping, risk of loss and title for such Items pass to Buyer upon Buyer’s receipt of the Item. The Dealer represents that the Dealer is the sole owner of each Item the Dealer is offering for sale on the Site or that the Dealer is duly authorized by the owner of the Item to sell the Item and that the Dealer will transfer ownership of the Item to the Buyer free from any claims by third parties.
Buyer-arranged shipping. Buyer is in every instance free to arrange Buyer’s own shipping and may elect to use any shipping company of its choice. The crating/shipping/insurance companies designated by the Buyer are the Buyer’s agents and the Buyer will bear all applicable costs and pay such costs directly to the agents. Buyer may also ask OnceOff to arrange for shipping of Items on Buyer’s behalf which may be subject to pre-advertised shipping prices.
Dealer-arranged shipping. Buyer may elect to have the Dealer arrange for crating, packaging, shipping and freight insurance. Upon Buyer’s request Dealer shall provide shipping information including the name of the freight carrier, the complete cost of shipment from Dealer to Buyer’s designated receiving address, the cost of any duty or other charges to be paid by Buyer, the cost of freight insurance and the name of such insurance provider, as well as any costs or fees to be charged by Dealer for crating or packaging the Items for shipment. Buyer and Dealer shall mutually agree on shipment terms and Buyer shall prepay all shipment costs for Dealer-arranged shipping.
We expect and require Buyers to comply with the following business practices:
(i) Buyers shall treat all Dealers and OnceOff with respect and without discrimination;
(ii) Buyers must obtain appropriate insurance for all shipments at Buyer’s sole cost for buyer-arranged shipping;
(iii) Buyers shall provide accurate account information and keep contact information up to date; and
(iv) Buyers shall make payment immediately, via major credit card with sufficient available balance or other means to pay the Total Purchase Price when it becomes due.
OnceOff reserves the right to withdraw any Item from the Site or to amend any content on the Site at any time in its sole discretion. OnceOff may refuse service to anyone at any time in its sole discretion. OnceOff will not be liable to any Buyer or any other third party because it has withdrawn any Item from the Site, amended any of the content or denied access to the Site.
We respond to notices of alleged copyright infringement as required by the Irish Digital Copyright Act. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the following written information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed upon; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your address, telephone number, and e-mail address; (v) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Our copyright agent for notice of claims of copyright infringement on the Site can be reached as follows: info@OnceOff.com.
We reserve the right, for any reason, in our sole discretion and without notice to you, to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, information, products, data, text, music, sound, photographs, graphics, video, messages or other materials (“Content”), features and/or hours of availability, and we will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the Site or restrict your access to part, or all, of the Site without notice or penalty. We have the right to change these rules and/or limitations at any time, in our sole discretion.
Site Monitoring. OnceOff reserves the right, but accepts no obligation, to monitor any activity and content on the Site. OnceOff may investigate any reported violations of applicable law, rule or regulation applicable to Buyers or transactions on the Site and take action that it deems appropriate, including but not limited to issuing warnings, suspending or terminating service, denying access or removing any content from the Site. OnceOff may also investigate the use of a credit card by a Buyer and take such action as OnceOff deems appropriate, including but not limited to cancelling any offer/order placed by such Buyer.
Prohibited Conduct. The Site may be used only for lawful purposes by individuals using authorized services of OnceOff. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Site. OnceOff specifically prohibits any use of the Site, and requires all users to agree not to use the Site, for any of the following:
(i) Posting any information or using a payment mechanism which is incomplete, false, inaccurate or not your own;
(ii) Impersonating another person;
(iii) Constituting or encouraging conduct that would constitute a criminal offense, giving rise to civil liability or otherwise violate any city, state, national or international law or regulation or which fails to comply with accepted Internet protocol;
(iv) Posting material that is copyrighted or otherwise owned by a third party unless you are the copyright owner or have the permission of the owner to post it;
(v) Posting material that reveals trade secrets, unless you own them or have the permission of the owner;
(vi) Posting material that infringes on any other intellectual property, privacy or publicity right of another;
(vii) Transmitting or transferring (by any means) information or software derived from the site to foreign countries or certain foreign nations in violation of Irish export control laws; or
(viii) Attempting to interfere in any way with the Site’s or OnceOff’s networks or network security, or attempting to use the Site’s service to gain unauthorized access to any other computer system.
Security Rules. Violations of system or network security may result in civil or criminal liability. We will investigate occurrences and may involve, and cooperate with, law enforcement authorities in prosecuting the user or users who are involved in such violations. You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, the following:
(i) Accessing data not intended for you or logging into a server or account which you are not authorized to access;
(ii) Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
(iii) Attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus, worm, Trojan Horse or other harmful code to the Site, overloading, “flooding”, “mailbombing” or “crashing”; or sending unsolicited e-mail, including promotions and/or advertising of products or services, or
(iv) Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.
User Submitted Content. You are responsible for any User Content you post to the site. By “User Content” we mean any content you post to the site, which may include reviews, comments, image uploading, captions, participating in forums, and other such features that allow you to add content to the site. We are not responsible for the personally identifiable or other information you choose to submit as User Content and we reserve the right to remove any User Content generated by any user at our sole discretion. You understand that once you post User Content, your content becomes public. We are not responsible for keeping any User Content confidential so if you do not want anyone to read or see that content, do not submit or post it to the Site.
If we allow you to upload User Content, you may not:
(i) provide User Content that you do not have the right to submit, unless you have the owner’s permission; this includes material covered by someone else’s copyright, patent, trade secret, privacy, publicity, or any other proprietary right;
(ii) forge headers or manipulate other identifiers in order to disguise the origin of any User Content you provide;
(iii) provide any User Content that contains lies, falsehoods or misrepresentations that could damage us or anyone else;
(iv) provide User Content that is illegal, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourage conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;
(v) impersonate anyone else or lie about your affiliation with another person or entity in your User Content;
(vi) use meta tags or any other “hidden text” utilizing any of our or our suppliers’ product names or trademarks in your User Content; or
(vii) provide User Content which disparage us or our vendors, partners, Dealers, representatives and affiliates.
Except as otherwise specifically provided, if you post content or submit material to the Site, you grant us a non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate these Terms or any law or regulation; and the content will not cause injury to any person or entity. We have the right but not the obligation to monitor and edit or remove any activity or content. User Content comes from a variety of sources. We do not endorse, or support any views, opinions, recommendations, or advice that may be in User Content, nor do we vouch for its accuracy or its reliability, usefulness, safety or intellectual property rights of any User Content. We take no responsibility and assume no liability for any User Content posted by you or any third party.
As between you and OnceOff, (or other company whose marks appear on the Site), OnceOff (or the respective company) is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing on the Site, and is the copyright owner or licensee of the Content and/or information on the Site, unless otherwise indicated.
Except as otherwise provided herein, use of the Site does not grant you a license to any Content, features or materials you may access on the Site and you may not modify, rent, lease, loan, sell, distribute or create derivative works of such Content, features or materials, in whole or in part. Any commercial use of the Site is strictly prohibited, except as allowed herein or otherwise approved by us. You may not download or save a copy of any of the Content or screens for any purpose except as otherwise provided by OnceOff. If you make use of the Site, other that as provided herein, in doing so you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. We do not grant any license or other authorization to any user of our trademarks, registered trademarks, service marks, other copyrightable material or any other intellectual property by including them on the Site.
The information on the Site including, without limitation, all site design, text, graphics, interfaces, and the selection and arrangements is protected by law including copyright law.
Product names, logos, designs, titles, graphics, words or phrases may be protected under law as the trademarks, service marks or trade names of OnceOff Inc. or other entities. Such trademarks, service marks and trade names may be registered in the United States and internationally.
Without our prior written permission, you agree not to display or use our trademarks, service marks, trade names, other copyrightable material or any other intellectual property in any manner.
Images created or produced or modified by OnceOff. All images created or produced or modified by OnceOff are the sole property of OnceOff. OnceOff may use any such image to promote the Site or for any other purpose at any time without restriction.
You may be able to link to third party websites (“Linked Sites”) from the Site. Linked Sites are not, however, reviewed, controlled or examined by us in any way and we are not responsible for the content, availability, advertising, products, information or use of user information or other materials of any such Linked Sites, or any additional links contained therein. These links do not imply our endorsement of or association with the Linked Sites. It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such Linked Sites and any content contained thereon. In no event shall we be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites. You should direct any concerns to that site’s administrator or Webmaster. We reserve the exclusive right, at its sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from the Site and/or introduce different features or links to different users.
Permission must be granted by us for any type of link to the Site. To seek our permission, you may write to us at the address below. We reserve the right, however, to deny any request or rescind any permission granted by us to link through such other type of link, and to require termination of any such link to the Site, at our discretion at any time.
All Site users agree to defend, indemnify and hold OnceOff.com, Inc., its directors, officers, employees, agents, vendors, partners, contractors, representatives and affiliates harmless from any and all claims, liabilities, damages, costs and expenses, including reasonable attorneys’ fees, in any way arising from, related to or in connection with their use of the Site, their purchase or sale if Items, the nature or quality of items, their disputes with any Dealer in connection with use of the Site, their violation of any law, their violation of these Terms or their posting or transmission of any User Content or materials on or through the Site, including, but not limited to, any third party claim that any information or materials such Site user provides infringes any third party proprietary right. All Site users agree to cooperate as fully as reasonably required in the defence of any claim. This indemnification obligation will survive the termination of these Terms and your use of the Site.
YOU UNDERSTAND AND AGREE THAT:
THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. OnceOff MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE, ANY ITEMS OFFERED FOR SALE OR SOLD ON OR THROUGH THE SITE OR ANY DEALER, INCLUDING WITHOUT LIMITATION:
(a) any representation or warranty that the Site meets the Buyer’s requirements, will always be accessible, uninterrupted, timely, secure or operate without error or that defects will be corrected;
(b) any representation or warranty with respect to title to or delivery of any Item;
(c) any representation or warranty with respect to intellectual property rights in any Item;
(d) any representation or warranty that any Item conforms to its description or the colors, texture and detail shown on the Buyer’s computer monitor;
(e) any representation or warranty regarding the character, reputation or business practices of the Dealer;
(f) any representation or warranty concerning the availability, accuracy, completeness, usefulness, or content of information; or
(g) any representation or warranty of title, non-infringement, merchantability or fitness for a particular purpose.
The Buyer must direct all claims regarding any Item to the Dealer and must resolve any dispute regarding any Item directly with the Dealer.
No advice, results or information, or materials whether oral or written, obtained by you through the Site shall create any warranty by OnceOff not expressly made herein. If you are dissatisfied with the Site, your sole remedy is to discontinue using the Site.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
OnceOff DOES NOT ENDORSE, WARRANT OR GUARANTEE ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY OR ON BEHALF OF DEALERS ON OR THROUGH THE SITE. OnceOff IS NOT A PARTY TO ANY TRANSACTION BETWEEN BUYERS AND DEALERS UNLESS REQUESTED AND NOTIFIED TO THE PARTIES.
You expressly agree to release OnceOff, its affiliates and subsidiaries, and their respective directors, officers, employees, agents, shareholders, partners, successors and assigns (the “Released Parties”), and each of the foregoing, from any and all manner of action, claim or cause of action or suit, at law or in equity, and from any and all losses, damages, costs or expenses, including without limitation court costs and attorneys’ fees, which you may have against the Released Parties, or any of them, known or unknown, disclosed or undisclosed, which arise out of or relate in any way to a dispute. You further waive your rights under Irish Civil Code, and any similar law of any applicable jurisdiction, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You agree that no joint venture, partnership, employment, or other agency relationship exists between you and OnceOff as a result of these Terms or your use of the Site.
IN NO EVENT SHALL OnceOff.com, or The OnceOff Group., ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUBSIDIARIES, DIVISIONS, SUCCESSORS, SUPPLIERS, DISTRIBUTORS, AFFILIATES VENDORS, CONTRACTORS, REPRESENTATIVES OR CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTION RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, OR COST OF SUBSTITUTE SERVICES, EVEN IF OnceOff OR ITS REPRESENTATIVE OR SUCH INDIVIDUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF OnceOff TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, $100.00. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL OnceOff.COM, INC. OR ITS RESPECTIVE OFFICERS DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE HAVE ANY LIABILITY FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR OTHERWISE INCURRED IN CONNECTION WITH THE LOSS OF ANY DATA OR INFORMATION CONTAINED IN YOUR ACCOUNT OR OTHERWISE STORED BY OR ON BEHALF OnceOff.
(A) Binding Arbitration. Any dispute, controversy or claim arising out of or relating to these Terms, or its breach, which cannot be resolved between the parties through negotiation within thirty (30) days, shall be submitted to the Irish Arbitration Association (“IAA”) for mandatory binding arbitration in front of a single arbitrator chosen in accordance with the IAA Rules. Discovery shall be permitted, but only to the extent that the documents are directly relevant to and needed for fair resolution of one or more of the issues of importance and can be located and produced at a cost that is reasonable in the context of all surrounding facts and circumstances. When the cost and burden of discovery are disproportionate to the likely importance of the requested materials, the arbitrator may deny the requests or require that the requesting party advance the reasonable cost of production to the other side.
(B) Additional Provisions. The arbitrator may not award non-monetary or equitable relief of any sort, nor award damages inconsistent with these Terms. All aspects of the arbitration shall be treated as confidential. Neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to enforce the results of the arbitration or to comply with legal or regulatory requirements. The arbitrator shall render its award in writing and will include the findings of fact and conclusion of law upon which the award is based. The result of the arbitration shall bind the parties and judgment on the arbitrators’ award may be entered in any court having jurisdiction. In addition to any and all other relief to which a Party may be entitled, the arbitrator shall award reasonable attorneys’ fees and costs, including reasonable expert witness fees and costs, to the prevailing Party (should there be one) in any such arbitration.
(C) Waiver of Jury Trial; Individual Basis; Equitable Relief. The parties surrender and waive the right to submit any dispute to a court or jury, or to appeal to a higher court. The parties agree to arbitration on an individual basis. Where enforceable, NEITHER YOU NOR WE SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER DEALERS OR PERSONS, OR ARBITRATE ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER SITE USERS/DEALERS. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration).
Notwithstanding the foregoing, nothing in these Terms shall prohibit either party from seeking and obtaining from a court of competent jurisdiction (without necessity of posting bond) injunctive relief in order to preserve the status quo and/or avoid irreparable harm for which monetary damage would be insufficient.
(D) Where Held; Language; Governing Law. The place of arbitration shall be the Country of The Republic of Ireland, and the proceedings shall be conducted in the English language. These Terms shall be governed by the Republic of Irelands Arbitration Act.
Any notices shall be given by postal mail addressed to OnceOff Group, 108 Greenhills Estate, Bunree, Ballina, Mayo, Ireland. The attention of Legal Department or to the e-mail address provided to OnceOff and currently on record. Notice to the Buyer shall be deemed to have been given 24 hours after the e-mail was sent, unless OnceOff is notified that the e-mail address is invalid, in which event OnceOff may give notice by postal mail at the address provided to OnceOff by the Buyer upon registration. Notice given by postal mail shall be deemed to have been given three (3) business days after the date of mailing.
If any provision of these Terms is deemed unlawful, void or for any reason unenforceable, such provision(s) will be deemed severable from the rest of the Terms and will not affect the validity and enforceability of the rest of the Terms. Failure of OnceOff to exercise any rights or remedies will not constitute a waiver of any rights or remedies available to OnceOff under these Terms or at law. These Terms represent the entire agreement between you and OnceOff and supersede and replace any other agreement between the parties including but not limited to any previous Terms as they may have applied between you and OnceOff. Paragraph headings are for convenience only and not for interpretation of these Terms.
To contact us with any questions or concerns in connection with these Terms or the Site please write to us at: OnceOff Group, 108 Greenhills Estate, Bunree, Ballina, Mayo, Ireland. or email us at info@OnceOff.com.