Updated: April 1, 2017— This Terms of Service Agreement (the “Agreement”) contains the terms of service and associated agreements between you and Membership Toolkit, Inc. (“Membership Toolkit”) for your use of the Membership Toolkit application and MembershipToolkit.com websites and our Services (the “Service”). Please read the following carefully. By selecting the “I AGREE” button, you are signing this Agreement electronically, and agree this constitutes a contract to which you shall be legally bound by the terms thereof. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement.
Membership Toolkit reserves the right to update and modify the Agreement at any time without notice. New features that may be added to the Service shall be subject to the updated or modified Agreement. At the time of an update or modification of the Agreement, you again will be required to electronically approve your acceptance of the Agreement before further use of the Service. You may always view the most recent copy of the Agreement to which you have agreed to be legally bound on your administrative dashboard in the application, in the account setup area.
In consideration of your payment of the monthly fees, and performance of the terms herein, Membership Toolkit shall provide the Service upon the following terms and conditions.
You must provide your full legal name, a valid email address, and any other required information to complete the sign-up process. You acknowledge and understand the importance of the privacy and security of your guests’ and members’ information. You agree to ensure and maintain the privacy and security of your account and the information stored therein, and hereby release, and agree Membership Toolkit shall not be liable for any Losses or Claims, as defined herein, that may result from your failure to protect your login information, including your password, or failure to maintain the privacy and security of your account, including all information therein stored.
Membership Toolkit may communicate with your Account Administrator via email regarding your account, system updates, or other issues related to your account. You agree to keep your Account Administrator’s contact information current.
You have a limited right to use this Site. Membership Toolkit may refuse service to anyone for any reason at any time. You agree Membership Toolkit can remove any content you or your guests or members post on the Site, or in our sole discretion, block certain individuals’ access to the Site. Subject to the Cancellation and Termination provisions set forth herein, Membership Toolkit may terminate this Agreement at any time.
By posting content on the Site, you confirm that you have the right to do so and you give us the right to use the content for the purposes of operating and marketing the Site. You agree not to place materials covered by copyright on your site or the service without the proper authority to do so.
Any data entered in the system by your members or guests is your property and private. We do not sell, rent, or otherwise release your data to any third parties. With the exception of possibly needing to review some of your data when you need help with technical support issue, or as a result of a DMCA or copyright infringement claim, we do not generally look at or monitor your data specifically. We do collect statistical information, in an anonymous, aggregated fashion, in order to improve the overall performance, features, or functionality of the system.
Payment and Access
By signing up with Membership Toolkit, you agree to pay Membership Toolkit the monthly fees specified in exchange for the Service. Unless your monthly fees are protected for a period of time by contract, Membership Toolkit has the right to change the monthly fees upon notice. Fee change notices may be posted on our web site and your Account Administrator notified via email to the address on your account. The Service is billed in advance for each month or year, and unless the Cancellation and Termination provisions of the Agreement state otherwise, is non-refundable. There will be no refunds or credits for partial months of service, or refunds made should you not use the Service during a period of time when your account is open. No exceptions will be made.
Additional payment is expected when your account balance no longer has enough funds to cover the next month’s fees or at your renewal date.
All Fees listed on our Site are exclusive of any and all taxes that may be applicable. Any such taxes will be added and collected as required by local, state, and federal authorities.
Modifications to the Service
Membership Toolkit reserves the right to update or modify the Service at any time for any reason with or without notice.
Cancellation and Termination
Your Account Administrator is responsible for the proper cancellation of your account. You may cancel your account at any time by sending written notice to [email protected]. Though you have this right of cancellation, you will remain liable for all charges accrued up to that time, including the full monthly charge for the month in which you cancelled the Service.
In the event any remaining credit in your account is non-refundable pursuant to the terms hereof, it will be forfeited.
If you sign up for the Service for an initial term of greater than a month and upon expiration of the term you do not elect to renew the Service for the same term, you will become a monthly subscriber, subject to said provisions herein.
Membership Toolkit may, without notice, cancel your account and access to the Service for the following reasons:
- Other than your failure to timely pay the monthly fees, your failure to perform any of the agreements or obligations of the Agreement;
- Your failure to pay the monthly fees within thirty (30) days of when due;
- Membership Toolkit, in its sole discretion, determines that it is in the best interest of Membership Toolkit to cancel your account; and
- Membership Toolkit elects to discontinue providing the Service
Only in the event we cancel your account as a result of (i) our election to discontinue providing the Service or (ii) our determination that it is in our best interest to cancel your account, will you be refunded any remaining account credit.
Copyright and Ownership
Membership Toolkit or its suppliers own the intellectual property rights to any and all protectable components of the Service, including but not limited to the name of the Service, artwork and end-user interface elements contained within the Service, many of the individual features, and the related documentation. You may not copy, modify, adapt, reproduce, distribute, reverse engineer, decompile, or dissemble any aspect of the Service which Membership Toolkit or its suppliers own without written permission from Membership Toolkit.
Membership Toolkit claims no intellectual property rights over the Content you upload or provide to the Service. However, by using the Service to send Content, you understand and agree that others may view and share your Content.
It is your sole responsibility to determine whether your use of the Site is lawful.
You may not use the Site for any illegal purpose.
You may not offer for sale or post any content that is: unlawful, harmful, vulgar, obscene, libelous, or violates any applicable federal, state, or local laws.
You may not use the service to store, host, or send unsolicited email (spam) or SMS messages.
You may not use the service to transmit any viruses, worms, or malicious content.
You may not use the service to collect or store information on Social Security, driver’s license, credit card numbers, or any other type of information that would violate other privacy laws.
You agree to indemnify, defend and hold harmless Membership Toolkit, its shareholders, directors, officers, agents, employees, affiliates and sponsors (the “Membership Toolkit Indemnified Parties”) from and against all claims, demands, investigations, causes of action, lawsuits, judgments, liabilities, and losses of every kind, including attorneys fees and related costs and expenses, involving, arising out of or relating to: (1) your failure to perform any of the agreements or obligations of the Agreement, or violation of any law, rule or regulation; (2) your, or one of your guest’s or member’s use of the Service, or any content, data or information contained on your organizational website; (3) any private or personal content, data or information of your guests or members located on your organizational website becoming public, for any reason other than an intentional act of Membership Toolkit; or (4) the posting of copyrighted or otherwise restricted content to your Membership Toolkit account or website.
You will cooperate as fully and reasonably as required by the Membership Toolkit Indemnified Parties in the defense of any claim. The Membership Toolkit Indemnified Parties reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of the Membership Toolkit Indemnified Parties.
License From Membership Toolkit
Our software works on a subscription model. There’s nothing you or your members have to install or download other than through the normal course of visiting webpages like on any other website. Membership Toolkit gives you a personal, worldwide, royalty free, and non-exclusive license to use the software as part of your Membership Toolkit service. This license is for the sole purpose of enabling you to use and enjoy our service, and is not for commercial use.
We wrote the software, we host it, we maintain the ownership of it. By subscribing to our service, you get the right to use it, but you don’t have any right or claim to own it or any part of it, you don’t get to reverse engineer how it works, and you don’t get to give it to anyone else, outside the normal scope of you or your members or guests accessing your site.
Your use of the Service, including any content, information or functionality contained within it, is provided “as is” and “as available” with no representations or warranties of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. You assume total responsibility and risk for your use of this Service. Membership Toolkit will use its best efforts to correct any bugs or error in the Service, and we encourage all users to notify us if they discover any such bugs or errors.
You understand that the Service can be used for transmission of your Content, and that during processing, your Content, may be transferred unencrypted over the Internet or other insecure communications channels (email, for example).
Membership Toolkit makes no warranties regarding (i) your ability to use the Service, (ii) your satisfaction with the Service, (iii) that the Service will be available at all times, uninterrupted, and error-free (iv), the accuracy of mathematical calculations performed by the Service, and (v) that bugs or errors in the Service will be corrected.
Membership Toolkit, its shareholders, directors, officers, agents, employees, affiliates and sponsors are neither responsible nor liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages arising out of or relating in any way to your use of the service. Your sole and exclusive remedy for dissatisfaction with the service, or claims you may have pertaining to or arising from this Agreement and the services provided hereunder, whether in contract, tort, or a suit in equity, is your cancellation of your account.
If any provision of the Terms of Service is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.
Any questions regarding the Terms of Service should be addressed to [email protected].
This Agreement is fully integrated, and shall be deemed to have been made in the state of Texas, U.S.A. and shall be interpreted in accordance with the law of the state of Texas without regard to conflict of law principles. The Customer consents to the exclusive jurisdiction of the state and federal courts of the state of Texas, U.S.A., for determining any claim or controversy arising out of or relating hereto.
All provisions of this Agreement, which contain continuing obligations, shall survive the Agreement’s Termination.