TERMS OF SERVICE

Revised: November 4, 2019

This Privacy Policy describes the information that MembersIQ, L.L.C. (“we,” “us” or “our”), may collect through your use of the application, including the website at www.membersiq.com and related mobile applications (collectively, the “Service”). It also describes how we may use, disclose and protect information collected through your access to and use of the Service.

  1. ACCEPTANCE OF TERMS

    This website is owned and operated by MembersIQ, L.L.C., (“MembersIQ”) and permits access to and use of this site and its related products and services, including any related Mobile Apps (as defined below) (collectively, the “Service”), subject to the terms and conditions in this Terms of Service (“TOS”). MembersIQ may, at its discretion, update the TOS at any time. You can access and review the most current version of the TOS at the URL for this page or by clicking on the “Terms of Service” link at the bottom of each page of the Service or as otherwise made available by MembersIQ.

    PLEASE REVIEW THE TOS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TOS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE TO BE BOUND BY THE TOS, DO NOT ACCESS OR USE THE SERVICE.

    THE TOS REQUIRES BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THE TOS OR YOUR ACCESS TO OR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THE TOS (EACH, A “CLAIM”), AND YOU AGREE THAT ANY SUCH CLAIM SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 18 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.

    You represent and warrant that you are: (i) over eighteen years of age or the age of majority in our jurisdiction, whichever is greater; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Service under the laws of your country of residence or any other applicable jurisdiction.

  2. PRIVACY POLICY

    In addition to the TOS, the MembersIQ Privacy Policy governs your access to and use of the Service.

  3. GRANT OF RIGHTS
  4. REGISTRATION
  5. FEES AND SUBSCRIPTIONS
  6. RESPONSIBILITY FOR CONTENT
  7. RIGHTS TO CONTENT
  8. USER CONDUCT
    In connection with your access to or use of the Service, you shall not:
  9. SUGGESTIONS

    If you elect to provide or make available to MembersIQ any suggestions, comments, ideas, improvements or other feedback relating to the Service (“Suggestions”), MembersIQ shall be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Suggestions in any form and any medium (whether now known or later developed), without credit or compensation to you.

  10. DEALINGS WITH ADVERTISERS AND OTHER THIRD PARTIES

    Your dealings with advertisers and other third parties who market, sell, buy or offer to sell or buy any goods or services on the Service, including payment for or delivery of such goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the advertiser or other third-party. You agree that MembersIQ shall not be liable for any damage or loss of any kind incurred as a result of any such dealings.

  11. LINKS AND EXTERNAL MATERIALS

    The Service or users of the Service may provide links to other websites or resources. You acknowledge and agree that MembersIQ does not endorse and is not responsible for any content, advertising, products, services or other materials on or available through such sites or resources (“External Materials”). External Materials are subject to different terms of use and privacy policies, which you are responsible for reviewing. You further acknowledge and agree that MembersIQ shall not be liable for any damage or loss resulting from or arising out of use of or reliance on any External Materials.

  12. MODIFICATIONS TO THE SERVICE

    MembersIQ reserves the right at any time to modify or discontinue the Service (or any portion thereof) with or without notice, and MembersIQ shall not be liable to you or any third party for any such modification or discontinuance; provided, however, that in the event of discontinuance, you shall be entitled to receive a pro-rated refund for the unused portion of any active Subscription.

  13. INDEMNIFICATION

    You shall indemnify, defend and hold MembersIQ and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “MembersIQ Parties”) harmless from and against any claim, demand, loss, damage, cost, liability and expense, including, but not limited to, reasonable attorneys’ fees, resulting from or arising out of your: (a) violation of the TOU or any law or regulation; or (b) violation of any rights of another party.

  14. DISCLAIMER OF WARRANTIES
  15. LIMITATION OF LIABILITY
  16. TERMINATION
  17. GOVERNING LAW

    The TOS shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of Texas, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to the TOS.

  18. BINDING ARBITRATION AND CLASS ACTION WAIVER
  19. LEGAL COMPLIANCE

    You represent and warrant that you are not: (a) located in a country that is subject to a U.S. Government embargo, or designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including, but not limited to, the Specially Designated Nationals List.

  20. S. GOVERNMENT ENTITIES

    This section applies to access to or use of the Service by a branch or agency of the United States Government. The Service includes “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and qualifies as “commercial items” as defined in 48 C.F.R. 2.101. Such items are provided to the United States Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government shall acquire only those rights set forth in the TOS with respect to the such items, and any access to or use of the Service by the United States Government constitutes: (i) agreement by the United States Government that that such items are “commercial computer software” and “commercial computer software documentation” as defined in this section; and (ii) acceptance of the rights and obligations herein.

  21. NO THIRD-PARTY BENEFICIARIES

    You agree that, except as otherwise expressly provided in the TOS, there shall be no third-party beneficiaries to the TOS.

  22. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

    If you believe that your work has been made available through the Service in a way that constitutes copyright infringement, please provide MembersIQ’s Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Service; (d) your address, telephone number and email address; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. MembersIQ’s Agent for Notice of Copyright Claims can be reached as follows:

    Agent for Notice of Copyright Claims

    AOS

    919 Congress, Suite 425

    Austin, Texas 78701

  23. GENERAL PROVISIONS

    The TOS constitutes the entire agreement between you and MembersIQ concerning your access to and use of the Service. It supersedes all prior or contemporaneous oral or written negotiations and agreements between you and MembersIQ with respect to such subject matter. The TOS may not be amended by you except in a writing executed by you and an authorized representative of MembersIQ. You may not assign or delegate any right or obligation under the TOS without the prior written consent of MembersIQ. The failure of MembersIQ to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of this TOS is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of the TOS. Any prevention of or delay in performance by MembersIQ hereunder due to labor disputes, acts of god, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.