Private Club Terms of Membership and Access
Effective Date: Monday, July 27, 2026
This Terms of Membership and Access Agreement (the “Agreement”) is a legally binding contract between each applicant, member, visitor, participant, or user (“Member”) and Carefoot Trust, acting by and through N.K.C & Associates in its administrative, fiduciary, trustee, delegate, attorney-in-fact, management, or enforcement capacity, as applicable (collectively, the “Club”).
By entering, accessing, browsing, participating in, transmitting through, purchasing from, registering with, or otherwise interacting with any site, system, software, venue, world, board, bot, backend, messaging layer, account system, rendered environment, or private club property associated with the Club, the Member accepts and agrees to be bound by this Agreement. If the Member does not agree, the Member must not enter or use any Club property.
Club properties governed by this Agreement include, without limitation: heartmindconvergence: sanctuary (HMC:S), Blackhorn, Snapforge (and its Clipforge rendering), Quantumforge, Foolee Clownee, NumerologyCalenderBot, and every world, layer, game, board, bot, engine, or rendered environment operated under the overarching trust, whether registered or unregistered, named or unnamed.
The Club is a private membership environment and private association, not a public accommodation, consumer platform, babysitting service, public chat service, social media service, or common carrier. Any appearance that a Club property resembles a chat service, game, platform, community, social network, publishing system, media network, or software service does not alter its private-club character or create any public or consumer entitlement.
All access is conditional, limited, revocable, non-transferable, and granted solely by permission of the Club. No person has any vested right to join, remain, participate, transact, communicate, publish, appeal, restore, or continue to access any Club property.
Notwithstanding anything else in this Agreement, N.K.C & Associates, acting under delegated authority and subject to the golden share held by Carefoot Trust, retains final veto authority over any condition, privilege, exception, process, reinstatement, interpretation, or accommodation described in this Agreement. Upon exercise of that veto or other final determination, the Club may suspend, close, revoke, erase, archive, quarantine, restrict, or permanently remove a Member account, profile, access credential, content visibility state, communication privilege, or associated platform status without exception, to the fullest extent permitted by applicable law.
The Member acknowledges that Club infrastructure, administration, routing, hosting, naming, content delivery, and data handling may be geographically distributed and may involve foreign jurisdictions, including but not limited to Iceland, Panama, and such other jurisdictions as the Club may designate from time to time. The physical location of a Member, endpoint, processor, or observer does not alter the contractual forum, venue, or governing-law provisions selected by the Club.
To maximize predictability and reduce multi-forum disputes, every dispute, claim, request, controversy, or proceeding arising out of or relating to the Club or this Agreement shall be brought only in the forum designated by the Club in the then-current version of this Agreement or a written notice to the Member, and the Member irrevocably attorns to that selected forum.
This Agreement shall be governed exclusively by the substantive law designated by the Club in the then-current version of this Agreement, excluding conflict-of-laws rules to the maximum extent permitted. The Club may designate a neutral or offshore governing law and corresponding arbitral seat or court forum for reasons including administrative efficiency, asset protection, uniformity, and risk management, subject to any non-waivable law that a court or tribunal determines must still apply.
The Member acknowledges and agrees that the relationship is private, conditional, discretionary, and club-based only. No consumer, subscriber, customer-support, fiduciary, guardian, caretaker, babysitting, publisher, monitoring, safety, or advisory relationship is created by any Club property.
Nothing within the Club constitutes legal, medical, mental-health, financial, tax, investment, therapeutic, emergency, parental, or other professional advice. The Member shall not rely on any content, output, moderation action, world logic, generated result, or communication for any safety-critical or professionally consequential purpose.
Entry, participation, communication, play, posting, purchase, or presence in any Club property occurs entirely at the Member’s sole risk. The Member accepts that Club properties may be intense, offensive, unusual, inaccurate, mature, experimental, symbolic, automated, altered, interrupted, unstable, unmoderated, partially moderated, or withdrawn without notice.
The Member assumes all risk arising from user conduct, platform behavior, generated outputs, staff actions, moderator decisions, false positives, omissions, outages, fraud attempts, mature content, or the loss, corruption, suppression, filtering, or deletion of data, content, currency displays, possessions, settings, records, or communications.
The Club reserves sole, complete, final, arbitrary, and unreviewable discretion, except to the extent such wording is limited by non-waivable law, over all moderation, curation, enforcement, membership, and operational decisions. This includes discretion over warnings, silence, shadow restrictions, muting, content suppression, feature disablement, throttling, screening, age-gating, automation, queueing, message review, message removal, account closure, device restriction, network restriction, IP restriction, identity challenge, rollback, non-response, evidence retention, evidence non-retention, and permanent exclusion.
The Club has no duty to monitor, no duty to respond, no duty to explain, no duty to preserve content, no duty to restore access, and no duty to maintain any appeals path. Any appeal, review, reinstatement, or exception process that may be offered is a courtesy only and may be withdrawn, ignored, denied, or vetoed at any time.
Every membership payment, club fee, and registration fee is tendered as a donation into a non-statutory trust account held by Carefoot Trust, is fully earned by the Club upon receipt, and is never refundable. No Member acquires any ownership interest, beneficial interest, fiduciary claim, banking relationship, custodial guarantee, insured balance, reversionary right, or refund right in or against that account or its contents by reason of any payment.
Any chargeback, payment dispute, reversal, retrieval request, or fraud claim initiated in respect of any payment to the Club results in a permanent lifetime ban of the Member and of the associated account from ALL Blackhorn services and every other Club property named in this Agreement, without recourse, appeal, or reinstatement.
Where the Club determines that such a claim originated with the Member, the Club may pursue full remuneration from that Member, including the disputed amount, all fees, penalties, and costs charged to the Club by any processor, bank, card network, or intermediary in connection with the claim, and legal fees on a full indemnity basis.
All club fees, registration fees, loaded balances, credits, purchases, digital entitlements, sealed items, unlocks, memberships, and related charges are final, irreversible, non-refundable, non-chargebackable to the fullest extent permitted by law, non-transferable, and not redeemable for money, money’s worth, stored value status, or any cash equivalent. No partial refund, pro-rated refund, goodwill refund, or discretionary refund is owed for suspension, removal, dissatisfaction, moderation, non-use, downtime, access changes, feature changes, content changes, or account closure.
Nothing made available by the Club constitutes a bank account, deposit product, security, commodity, gambling instrument, investment contract, payment instrument, or redeemable voucher. Any value display within a Club property is a closed-loop internal designation only.
Except where the Club expressly states otherwise in a signed writing, the Member grants the Club an irrevocable, perpetual, worldwide, sublicensable, transferable, royalty-free license to host, store, reproduce, adapt, modify, transform, translate, reformat, combine, ingest, train on where lawful, display, perform, distribute, publish, excerpt, archive, suppress, remove, monetize, exploit, and create derivative works from any content, signal, submission, interaction, likeness, voice, style element, prompt, output request, world action, transcript, or artifact generated, uploaded, posted, spoken, rendered, commissioned, or caused to exist by the Member within, through, or in relation to Club properties.
To the fullest extent permitted by law, any content, artifact, interaction, world-state contribution, collaborative output, synthetic output, or derivative material generated in or through the Club’s worlds, systems, lore spaces, rendering layers, boards, bots, engines, pipelines, or social surfaces may be integrated into the Club’s worlds, records, products, narratives, systems, datasets, moderation tools, archives, promotional materials, derivative works, and future operations without compensation, approval, accounting, attribution, or continued access for the Member.
The Member waives, to the fullest extent permitted by law, any claim that such integration, transformation, removal, suppression, derivative use, or commercialization violates any expectation of exclusivity, reversion, withdrawal, or ongoing control.
The Club may use automated or semi-automated systems for filtering, scoring, prioritizing, reviewing, flagging, muting, rate-limiting, age-gating, fraud detection, abuse prevention, risk classification, moderation assistance, and access control. Such systems may operate before, during, or after human review and may silently affect visibility, functionality, posting ability, account state, or world participation.
The Club may document activity, preserve logs, correlate identifiers, and use technical measures to detect evasion, duplication, fraud, ban circumvention, scraping, unauthorized automation, or behavior the Club deems harmful, parasitic, disruptive, extractive, manipulative, or corrosive.
The Club may at any time and without prior notice terminate, suspend, freeze, erase, delist, anonymize, de-index, disable, archive, quarantine, or permanently close a Member account or any associated content, credentials, metadata, possessions, balances, licenses, privileges, communications, or world-facing state. The Club may also refuse future applications, preserve internal records, or permanently cease all communication.
Following termination, the Member shall immediately cease all access, contact, attempted contact, circumvention, evasion, and use of Club properties except through any dispute path that this Agreement expressly permits. Continued attempts to contact, pressure, harass, serve, bait, surveil, or entangle Club operators, staff, agents, members, vendors, or representatives outside the contractually required process may itself constitute an independent breach and grounds for further restrictions, protective action, or refusal of engagement.
Before any external proceeding, the Member must submit a written notice of dispute in the manner designated by the Club and allow the Club a contractual cure and response period of not less than 30 days. If the Club offers an internal review, that review may be final within the Club’s own systems and does not create any duty to reopen, explain, negotiate, or reinstate.
Any dispute not resolved internally shall, to the fullest extent permitted by law, be resolved exclusively by confidential and binding individual arbitration, and not by court action, class action, representative action, mass action, or joinder, unless the Club elects in writing to proceed elsewhere.
The Member waives any right to participate in any class, collective, coordinated, or representative proceeding against the Club to the fullest extent permitted by law.
If a Member threatens suit, commences suit, seeks third-party process, or attempts to proceed outside the dispute path required by this Agreement, the Club may treat that conduct as a material breach and may immediately suspend or terminate all remaining access, benefits, communications, and discretionary privileges, subject to any non-waivable procedural rights a court or tribunal may require. This clause is intended to make continued membership conditional on compliance with the agreed dispute path, not to bar any claim that applicable law does not permit the Member to waive.
The Club has no obligation to preserve messages, posts, evidence, balances, content history, appeal records, metadata, moderation notes, logs, world states, or user-created materials for the Member’s benefit. Any retention or destruction schedule may be determined solely by the Club.
All Club properties are provided strictly “as is,” “with all faults,” “as available,” and “as may be withdrawn.” To the fullest extent permitted by law, the Club disclaims all warranties, representations, conditions, guarantees, and undertakings, whether express, implied, statutory, collateral, or otherwise, including merchantability, fitness for purpose, non-infringement, compatibility, availability, quiet enjoyment, data integrity, and uninterrupted operation.
The Member shall indemnify, defend, and hold harmless the Club, Carefoot Trust, N.K.C & Associates, their delegates, fiduciaries, trustees, affiliates, agents, moderators, operators, contractors, successors, and assigns from and against any claims, losses, liabilities, judgments, costs, fines, penalties, investigations, and expenses, including legal fees on a full indemnity basis, arising from or relating to the Member’s access, conduct, content, transactions, disputes, law violations, rights violations, evasion, or breach of this Agreement.
To the fullest extent permitted by law, the Club shall not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or aggravated damages, or for any loss of profits, opportunity, goodwill, data, content, digital possessions, account status, or expected value. If liability is nevertheless imposed, the Club’s aggregate liability shall not exceed the greater of USD $100 or the total amount actually received by the Club from the Member in the 12 months preceding the event giving rise to the claim.
If any provision of this Agreement is found invalid, void, illegal, or unenforceable, that provision shall be modified and enforced to the maximum extent permitted, and the remainder of the Agreement shall remain fully enforceable.
This Agreement constitutes the entire agreement concerning the Member’s access to Club properties and supersedes all prior discussions, representations, customs, expectations, and informal statements. The Club may amend this Agreement at any time by posting or otherwise designating an updated version, and continued access or attempted access after the effective date of an update constitutes acceptance.
All provisions relating to discretion, fees, no-refund treatment, licenses, intellectual property, moderation, enforcement, indemnity, arbitration, forum, governing law, waiver, preservation, limitation of liability, severability, and post-termination obligations shall survive suspension, closure, erasure, or termination.
At registration or first meaningful interaction, each Member self-identifies an age band and is routed into the correct assent path. Sections 1 through 18 of this Agreement (including arbitration, class waiver, liability cap, no-refund treatment, offshore forum and governing-law selection, and the intellectual-property and integration license) constitute the ADULT MEMBERSHIP TERMS and apply in full only to Members aged 18 or older with full legal capacity. Entry into Blackhorn and every 18+ property is a certification of full legal capacity and acceptance of the Adult Membership Terms.
QuantumForge and Foolee Clownee are all-ages properties governed by this lighter access layer rather than by the Adult Membership Terms. For visitors under 18: access is a revocable permission, not a contract purporting to bind a minor to adult-grade obligations; conduct rules, content-safety rules, and platform permissions apply to everyone; the properties are kept G-rated by design and moderated under the Club's constitutional rules for those spaces.
Where an all-ages property collects personal data from a child, creates a persistent account, or enables persistent identity features, verifiable parental or guardian consent is required before that feature activates for an under-18 user. Data handling in the all-ages properties follows the strictest applicable child-privacy standard: collect only what is needed, minimize retention, no unnecessary profiling, age-appropriate notices, and parental controls for younger users. Contract language does not override applicable privacy law, and the Club designs to comply with it.
A parent or guardian who provides verifiable consent for a minor's account thereby accepts, on their own behalf, the Adult Membership Terms as applicable to that account's use, to the fullest extent permitted by law.
Members may organize and jointly submit a petition asking the Club to review any decision, rule, or condition. A petition is an internal governance courtesy only: it creates no obligation to act, no right of appeal beyond what the Club voluntarily offers, and no limitation on the Club's moderation, ownership, or membership discretion. The Club may consider, decline, or disregard any petition at its sole discretion.
This draft awaits licensed legal review before launch. © 2026 Carefoot Trust c/o N.K.C & Associates.