Maxwell Pre-Application Agreement

Agreement to expedite membership. You agree to apply for an expedited membership to Maxwell Social, Inc (“Maxwell”, “we”, “us”, “our”). You are aware this does not guarantee you will receive a Membership Offer.

Pre-Application Payment; Cancellation

Your Pre-Application Payment covers the cost of these activities and other processing costs, in addition to the first month (or two months if a $250 commitment was made) of your membership, subject to a Membership Offer being made. Until your Membership Offer has been made and you have accepted, you may cancel your expedited application at any time, in which case you will receive a full refund of your Pre-Application Payment. To apply for a refund, you may contact info@maxwellsocial.com. We undertake to process your refund within 10 business days.

Pre-Application Process. After you submit your completed pre-application, we may elect to hold interviews and request further information, before presenting Membership Offers. We undertake to issue Membership Offers in Q2 2020 or before.

We reserve the right to restrict Pre-Applications to a maximum of 250. We commit to reviewing and allocating Membership Offers to Pre-Application candidates in priority order to applicants who apply outside of this process. After Membership Offers are made to Pre-Application candidates, we will accept further applications until we reach capacity for the Marquee property.

Rollover of deposit. If a Membership Offer for the Marquee property is not made, you can elect to have your deposit refunded or keep your application open and have us roll your deposit over to a subsequent house. At this time we will notify you.

Opening date. You understand that Maxwell may not have secured a location or begun development of a location at the time you entered into this Agreement and so we do not guarantee an opening date of the house. The actual opening date is dependent upon many factors, including the availability of a suitable location, liquor license processing and build out of a space. To secure your final acceptance as a Member under the terms of this Agreement, we may ask for a further deposit, dependant on the membership tier you’d like to apply for.

If your Membership Offer has been accepted and we have not opened the first property before 31 Dec 2020, we will notify you, and give you the option of refunding your pre-application fee.

Agreement to Arbitrate. Please carefully read this provision, which applies to any dispute between you and Maxwell. If you have a concern or dispute, please send a written notice describing it and your desired resolution to info@maxwellsocial.com. If not resolved within 60 days, you agree that any dispute arising out of or relating to any aspect of the relationship between you and Maxwell will not be decided by a judge or jury but instead by a single arbitrator in an arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. This includes claims arising before this Agreement, such as claims related to statements about our products.

To learn more about the Rules and how to begin an arbitration, you may call any AAA office or go to www.adr.org. The arbitrator may only resolve disputes between you and Maxwell, and may not consolidate claims without the consent of all parties.

Governing Law; Integration; Assignment. These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within the State of New York, without regard to its conflict of law principles.

Eligibility. You affirm that you are either more than 21 years of age, and that you are fully competent to use the Site and to enter into and comply with these Terms.

General. If any provision of these Terms is held to be invalid or unenforceable, that provision, to the extent unenforceable, shall be struck, and shall not affect the validity or enforceability of the remaining provisions. Your rights under these Terms of Use are personal, nonexclusive and nontransferable. Headings are for reference purposes only and in no way define or limit the scope or extent of any provision of these Terms.

Disclaimer of warranties. The site and the content is provided “As Is” to the fullest extent permitted by the applicable law. We disclaim all warranties of any kind (express, implied or otherwise) regarding the site or the content, including but not limited to any implied warranties of merchantability, fitness for a particular purpose and non-infringement. Use of the site and the content is solely at your own sole risk. In no event shall we be liable to you even if the site or content is defective or we are negligent or otherwise at fault, and regardless whether we are advised of the possibility of such damages. The user takes responsibility of usage of all content and the results derived thereof. We make no warranty whether any particular content will continue to be made available except for unless specifically stated in the Course Offer. We do not approve or endorse any user content or content provided by others, which is not part of the site. Neither have we warrantied that this site will operate without error or interruption.

Limitations of liability. IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US OR $1000. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Indemnification. You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

User data. We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

Electronic communications, transactions and signatures. Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.