1. Terms. These Terms of Service (“TOS”) constitute a legally binding agreement between you and Membersy LLC (“Membersy”), concerning your access to and use of this website, as well as any other media form, media channel, mobile website or mobile application related, linked or otherwise connected thereto (collectively, the “Site”). By accessing the Site, you are agreeing to be bound by these TOS, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any or all of these terms, you are expressly prohibited from using or accessing this Site and must discontinue use immediately. Membersy may terminate access to this Site at any time without notice in its sole discretion.
2. Intellectual Property Rights. Unless otherwise indicated, the Site is the proprietary property of Membersy and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”), and the trademarks, service marks and logos contained therein (collectively, the “Marks”) are owned and controlled by Membersy or licensed to Membersy and are protected by applicable copyright and trademark law. Other product and company names mentioned herein may be the trademarks of their respective owners. Except as expressly provided in these TOS, no part of the Site, including the Content or Marks, may be copied, reproduced, aggregated, republished, sold, licensed or otherwise exploited for any commercial purposes whatsoever without the express written permission of Membersy.
3. Use License. Permission is granted to temporarily download one copy of the materials (information or software) on the Site for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and this license shall automatically terminate if you violate these TOS, including any of the following restrictions:
- modify or copy the materials;
- use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
- attempt to decompile or reverse engineer any software contained on the Site;
- attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site;
- make any unauthorized use of the Site including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses;
- attempt to impersonate another user or person or use the username of another user;
- remove any copyright or other proprietary notations from the materials; or
- transfer the materials to another person or “mirror” the materials on any other server.
4. User Representations. By using the Site, you represent and warrant that (i) all registration information that you submit will be true, accurate, current and complete; (ii) you will maintain the accuracy of such information and promptly update it as necessary; (iii) you are not a minor in the jurisdiction in which you reside and you have the legal capacity to comply with these TOS; (iv) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (v) you will not use the Site for any illegal or unauthorized purpose; (vi) your use of the Site will not violate any applicable law or regulation; if you register with the Site, you will keep your password confidential and will be responsible for all use of your account and password.
5. Submissions. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information regarding the Site (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgement or compensation to you. You hereby waive all moral rights to such Submissions and you hereby warrant that such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
6. Disclaimer. The materials on the Site are provided on an ‘as is’ basis. Membersy makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Membersy does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on this Site or otherwise relating to such materials or on any sites linked to this Site.
7. Limitations. You use this Site at your own risk, and you agree that Membersy, its representatives, employees, partners and affiliates shall have no liability for direct, indirect, incidental, punitive or consequential damages with respect to your use of this Site. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
8. Accuracy of Materials. The materials appearing on this Site could include technical, typographical, or photographic errors. Membersy does not warrant that any of the materials on this Site are accurate, complete or current. Membersy may make changes to the materials contained on this Site at any time without notice; however, Membersy does not make any commitment to update the materials.
9. Links. Membersy has not reviewed the websites linked to this Site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Membersy of the linked site. Use of any such linked website is at the user’s own risk. Membersy does not assume and expressly disclaims any responsibility or liability for any information, content, communications, web services, goods or other materials available on such linked sites or for any changes or updates to such sites.
10. Modifications. Membersy may revise the TOS for this Site at any time without notice. By using this Site, you are agreeing to be bound by the then-current version of the TOS. These TOS may be assigned by Membersy at any time to a subsidiary or parent in connection with any asset or stock sale, merger, consolidation, operation of law event, or other change of control event.
11. Indemnification. You agree to indemnify and hold harmless Membersy, its parents, subsidiaries, affiliates, and entities under common ownership, and their respective members, shareholders, employees, officers, directors, agents, successors and assigns (the “Indemnified Parties”), from and against all claims, asserted and assertable, and losses to persons or property to which the Indemnified Parties may be exposed by reason of any act, action, negligence, omission or default in connection with your use of the Site or any breach of these TOS.
12. Governing Law. These terms and conditions are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.
13. Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration hearing shall take place in Travis County, Texas before a single arbitrator. Each party shall bear its own costs, fees and expenses of arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. No demand for arbitration may be made after the date when the institution of legal or equitable proceedings based on such claim or dispute would be barred by the applicable statute of limitation. The arbitrator is not authorized to award punitive or other damages not measured by the prevailing party’s actual damages. The parties agree that any arbitration shall be limited to the dispute between the parties individually, and to the fullest extent permitted by law: (i) no arbitration shall be joined with any proceeding; (ii) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class-action procedures, and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
14. Miscellaneous. These TOS represents the entire agreement of the Parties with respect to the subject matter herein. These TOS may only be modified, amended, or changed by an agreement in writing signed by the parties. If any court determines that any portion of these TOS is unenforceable, it shall be deleted from these TOS and the TOS shall otherwise remain in effect.
15. Contact Us. If you have questions or concerns regarding the Site or these TOS, or wish to resolve a complaint or provide notice, please contact us at firstname.lastname@example.org