TERMS AND CONDITIONS

1. Introduction and Acceptance

Welcome to Country Club. These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Momentum World LLC, a Delaware limited liability company doing business as Country Club ("Country Club," "we," "us," or "our").

By accessing or using our services through our website at country.club, our mobile applications, or any other platforms we operate (collectively, the "Platform"), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our services.

We reserve the right to modify these Terms at any time. We will notify you of any material changes by posting the updated Terms on our Platform with a new "Last Updated" date. Your continued use of our services after such modifications constitutes your acceptance of the revised Terms.

2. Definitions

3. Eligibility

To use our Services, you must be at least 21 years of age. By using our Services, you represent and warrant that you meet this age requirement. Some of our events involve the service of alcoholic beverages, and we comply with all applicable laws regarding the service of alcohol.

You must provide accurate, current, and complete information during registration and maintain the accuracy of such information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

4. Account Registration and Verification

To access certain features of our Services, you may be required to create an account. We offer multiple authentication methods, including login via LinkedIn, email verification, and phone verification. You agree to provide truthful and accurate information during the registration process.

You are solely responsible for maintaining the security of your account and password. You agree to notify us immediately of any unauthorized access to or use of your account. We are not liable for any loss or damage arising from your failure to protect your account credentials.

5. Description of Services

5.1 Executive Dinners and Sponsored Events

Country Club organizes private executive dinners and events that connect sponsors with decision-makers in their target markets. Sponsors receive strategic seating, introductions, and access to qualified attendees. Attendance numbers and specific attendee profiles may vary, and we provide guarantees as specified in individual sponsorship agreements.

5.2 Solution 365 Marketplace

Solution 365 is our year-round marketplace that connects buyers (decision-makers with business challenges) with sellers (solution providers and experts) for paid one-on-one meetings. Sellers pay for meetings; buyers participate free of charge. Meeting facilitation, scheduling, and related services are provided through the Platform.

5.3 Conference Matchmaking

We provide matchmaking services for conferences and events, including attendee matching, seating optimization, and networking facilitation. These services help conference organizers maximize the value of their events for attendees.

5.4 Matchmaking and Profiling

Our Platform uses various methods, including research and analysis, to create user profiles, identify potential matches, and facilitate connections. We may gather information from publicly available sources and user-provided data to enhance our matchmaking capabilities.

6. Payments and Fees

6.1 Payment Processing

All payments are processed through Stripe, our third-party payment processor. By making a payment, you agree to Stripe's terms of service and privacy policy. We support multiple currencies as available through our payment processor.

6.2 Sponsorship Fees

Sponsorship fees are determined on a per-event basis and are communicated in individual sponsorship agreements. Sponsors agree to pay the specified fees in accordance with the payment terms outlined in their agreement.

6.3 Solution 365 Fees

Sellers on Solution 365 pay per meeting. The fee structure is communicated during the onboarding process. Buyers participate free of charge.

6.4 Conference Matchmaking Fees

Fees for conference matchmaking services are determined based on the scope of services and are communicated to conference organizers in separate agreements. Conference matchmaking service fees are non-refundable once services have been rendered.

7. Refund Policy

7.1 Event Cancellation by Country Club

If Country Club cancels an event for any reason, sponsors and paid attendees will receive a full refund of all fees paid for that event.

7.2 Sponsor Refunds for Attendance Shortfall

For sponsored events where we guarantee a specific number of attendees matching the sponsor's ideal customer profile (ICP), if the actual attendance falls short of the guarantee, sponsors are entitled to a pro-rata refund. The refund amount is calculated as: (Guaranteed Attendees - Actual Attendees) / Guaranteed Attendees × Total Sponsorship Fee. Specific guarantee terms are outlined in individual sponsorship agreements.

7.3 Solution 365 Refunds

For Solution 365 meetings, if a scheduled meeting does not occur for any reason (including no-show by either party), the seller will receive a full refund of the meeting fee.

7.4 Non-Refundable Services

Conference matchmaking service fees are non-refundable once services have been rendered, as these services involve significant research, analysis, and preparation that cannot be undone.

8. User Conduct and Responsibilities

You agree to use our Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Provide false, misleading, or inaccurate information
• Engage in fraudulent, deceptive, or abusive behavior
• Harass, threaten, or harm other users
• Use the Platform for any commercial purpose not authorized by us
• Interfere with or disrupt the Platform or servers
• Attempt to gain unauthorized access to any part of the Platform
• Violate any applicable laws or regulations

9. Data Upload and User-Provided Lists

If you upload any data, lists, or information to our Platform (including but not limited to attendee lists, contact lists, or event data), you represent and warrant that:

• You have all necessary rights, permissions, and consents to upload and share such data
• The data was collected in compliance with all applicable laws and regulations
• You have obtained all necessary consents from individuals whose data is included
• The use of such data on our Platform does not violate any third-party rights

You are solely responsible for the data you upload. Country Club does not verify the source or legality of user-uploaded data and assumes no liability for any claims arising from such data. You agree to indemnify and hold Country Club harmless from any claims, damages, or expenses arising from data you upload to our Platform.

10. Account Suspension and Termination

We reserve the right to suspend or terminate your account at our sole discretion, with or without notice, for any reason, including but not limited to:

• Violation of these Terms
• Fraudulent or abusive behavior
• Multiple no-shows at events or scheduled meetings
• Providing false or misleading information
• Any conduct we deem harmful to other users or to our business

Upon termination, your right to use the Services will immediately cease. We may retain certain data as required by law or for legitimate business purposes, subject to our Privacy Policy.

11. Intellectual Property

All content, features, and functionality of the Platform, including but not limited to text, graphics, logos, images, audio, video, software, and the compilation thereof, are the exclusive property of Country Club or its licensors and are protected by copyright, trademark, and other intellectual property laws.

Content generated by our Platform, including but not limited to user profiles, matchmaking analyses, event materials, and personalized content (such as podcasts and briefings), is owned by Country Club. Users are granted a limited, non-exclusive license to access and use such content for personal, non-commercial purposes related to their participation in our Services.

You may not reproduce, distribute, modify, create derivative works of, publicly display, or otherwise exploit any content from the Platform without our prior written consent.

12. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, error-free, or completely secure. We do not guarantee any specific results from using our Services, including but not limited to business outcomes, partnerships, or deals resulting from connections made through our Platform.

We do not endorse, verify, or guarantee the accuracy of information provided by other users, including profiles, credentials, or claims made by sponsors, attendees, or other participants.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COUNTRY CLUB, MOMENTUM WORLD LLC, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.

OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

14. Indemnification

You agree to indemnify, defend, and hold harmless Country Club, Momentum World LLC, and their officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Services
• Your violation of these Terms
• Any data or content you upload or provide to the Platform
• Your violation of any rights of any third party
• Any claims by individuals whose data you uploaded without proper consent

15. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.

Any dispute arising out of or relating to these Terms or our Services shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Santa Clara County, California. You agree to waive any right to participate in a class action lawsuit or class-wide arbitration.

16. Communications

By using our Services, you consent to receive communications from us electronically, including via email and SMS, related to your account and the Services. You may opt out of marketing communications at any time, but you may not opt out of transactional communications essential to the Services (such as event confirmations and important updates).

We may send communications on behalf of hosts, sponsors, and other parties as part of our Services. These communications are sent to facilitate the purposes of the Platform and are subject to your opt-out preferences where applicable.

17. Miscellaneous

Entire Agreement: These Terms, together with our Privacy Policy and any additional agreements you enter into with us, constitute the entire agreement between you and Country Club regarding the Services.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

Assignment: You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

18. Contact Information

If you have any questions about these Terms, please contact us at:

Country Club

Operated by Momentum World LLC

Santa Clara, California

Email: contact@country.club

Website: country.club