Acceptance of terms
Welcome to MemberFindMe / MembershipWorks™, a Service operated by SourceFound Inc (“SourceFound”, “We’, “Us” or “Our”). Your use and access to our services is subject to these Terms of Service (“Terms”). By using the Service in any way, You, including your affiliates and users, agree to and accept these Terms, and any other legal notices or guidelines posted on http://memberfind.me and http://membershipworks.com. If You are using our Service for an organization, You are agreeing to these Terms on behalf of that organization, and You represent that You have the authority to bind the organization to these Terms, in which case “You” or “Your” will refer to the organization, its affiliates, and any users You authorize to use the Service. If You do not agree to these Terms, do not use the Service.
Description of service
Our Service is web-based. To use the Service, You must have access to the Internet. We are not responsible for any fees associated with Internet access, or for the devices and equipment necessary to make such connection to the Internet. You may not access the Service by any means other than through the Service interface We provide to You. The Service may include certain communications from Us, such as service announcements, newsletters and administrative messages.
Content and data
You are responsible for all information, data, text, media, goods, services or other materials You or your users upload, post, transmit or otherwise make available via our Service (your “Data”). We do not control, verify, or endorse your Data that You or your users make available on the Service. You and your users may not upload any unlawful Data, including any content that infringes any intellectual or other proprietary rights of any party (for example, images that you do not have the rights to). By uploading your Data, You and your users affirm that You have the right to do so and that You have the authority to allow Us to use it under these Terms. You and your users may not upload any Data that contains software viruses, worms, Trojan horses or any other computer code, file or program that interrupt, destroy or limit the functionality of the Service, network or equipment related to the Service, or impact the ability of any user to access the Service.
We will not sell your Data. Your Data will be shared or modified under the following conditions:
Data shared with third-party service providers. We may need to transmit certain Data to third-party service providers as necessary to accomplish tasks as part of our Service. This includes, but is not restricted to – sending emails, sending text messages, processing payments, exporting accounting data and synchronizing mailing lists. Information from third-party service providers may also be used to modify your Data. For example, activity reported by your payment processor may be used to insert transactions and update renewal dates.
Data shared publicly and with your users. When You expose our Services to your users or the public online, including, but not restricted to, membership forms, events and members directory, We need to expose the appropriate Data required to render these Services. For example, if You have a public member directory, We will expose the member data required to publish the directory profile, according to the Directory Profile template You have configured in your Account.
Data required by law or compliance. We may disclose your Data in order to comply with legal requests, legal process, to respond to claims that your Data violates the rights of third-parties, or to protect Our rights, property or personal safety of our users and the public. It is Our policy of to promptly process and investigate notices of alleged copyright infringement, and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512 (“DMCA”). To report a claim of Intellectual Property Infringement, send contact information and details of the alleged infringement to firstname.lastname@example.org.
Data transmissions. The operation of the Service will involve transmissions of your Data over various networks and devices. Your Data may be modified to conform and adapt to technical requirements of connecting network, devices and software.
Under no circumstances will We be liable for your Data, including, but not limited to, for any errors or omissions in your Data, or for any loss or damage of any kind incurred as a result of the use of any Data posted, transmitted or otherwise made available via the Service. You understand that We may need, and You hereby grant Us the right, to use, modify, adapt, reproduce, distribute, and display content posted on the Service solely to the extent necessary to provide the Service. You acknowledge that We shall have the right (but not the obligation) to refuse, move or delete any Data that is available via the Service. We shall also have the right to remove any Data that violates these Terms, could damage Our reputation or goodwill, or is otherwise objectionable in Our sole discretion. You must evaluate, and bear all risks associated with, the use of any Data.
Emails and messages
As part of our Service, We act as a passive conduit for the transmission of emails and messages to your users, including, but not restricted to, messages sent from the public to your users from a public members directory, and messages sent from You to your users. You must obtain opt-in consent from your users to receive such emails and messages from You and from the public members directory. Failure to do so gives us the right to barr all user emails and messages Services for your account.
We are not responsible for, and provide no guarantees for, your users’ actions or inactions, any services or goods requested, offered or provided by your users, as a result of these emails or messages. We are not involved in any transactions or contracts as a result of these emails or messages. All user emails and messages sent via our Service are pre-screened by an automated spam filter and anti-spam algorithm. We shall have the right at our sole discretion to refuse to transmit any email or message to your users.
Service fees and cancellation policies
Service fees are due and payable in advance of the month to which such fees apply. All fees are in USD and are exclusive of taxes imposed by taxing authorities. You are responsible for payment of all applicable taxes. You authorize Us, and our third party payments service provider, to charge You any fees for Services You may purchase, and any applicable taxes in connection with your use of the Services to the payment card or bank account you provide. You agree to reimburse Us for any attorney fees, collection costs, interest or other fees that result from the collection of overdue amounts or any payment disputes you initiate.
Service fees for the month are non-refundable, unless You cancel your Service within 30 days of signing up for the Service. If You pre-pay for multiple months of Service, additional unused months will be refundable.
To cancel your Service, you must sign in to your account online and select “Cancel”. We cannot accept cancellation requests by phone or email as such methods are not secure.
If You cancel the Service, your cancellation will take effect immediately. If your Account is overdue for more than 30 days, We reserve the right to cancel your Service. When your Service is cancelled, You will no longer have access to your Data or the Service, and We may delete your Data from Our system. We accept no liability for your deleted Data, and We cannot recover any deleted Data. We reserve the right to store your Data that may have been archived as part of our routine backup and for accounting purposes, however We have no obligation to maintain or provide You a copy of any of your Data that We may store.
We are not responsible for any risks, loss or damage incurred as a result of the use of any third-party service, product, software, content or website (collectively “Third Party Materials”), whether or not You were linked to or directed to any Third Party Materials through Us. Any reference to any Third Party Materials is not an approval or endorsement by Us of such Third Party Materials or the third-party.
Use of third-party services, including but not limited to, payment processors (Authorize.net, PayPal, Stripe, Braintree), accounting software and mailing list services, may be subject to the applicable terms of service and privacy policies of those third-parties. You are solely responsible for reviewing, agreeing to, and complying with these terms and policies.
Disclaimer of warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, RELIABILITY, PERFORMANCE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
ANY DATA, INFORMATION, CONTENT OR MATERIALS CONTAINED IN OR MADE AVAILABLE IN CONNECTION WITH THE SERVICE IS NOT INTENDED AS A SUBSTITUTE FOR THE KNOWLEDGE, EXPERTISE, SKILL AND JUDGMENT OF ACCOUNTING, TAX, LEGAL OR OTHER PROFESSIONALS.
Limitation of liability
OUR LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL NOT EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS (FEES AND PAYMENT FOR PURCHASED SERVICES).
IN NO EVENT SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE IN ANY WAY FOR YOUR DATA AND YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS, ANY INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS OF THIRD PARTIES, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF, OR RELATED TO, YOUR DATA AND THE USE OF THE SERVICE.
IN THE EVENT OF ANY PROBLEM WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE SERVICE.
You agree, at Your own expense, to indemnify, defend and hold harmless SourceFound and its employees, representatives, subsidiaries, affiliates, officers, directors, suppliers and agents (collectively, the “SourceFound Indemnified Parties”), against any claim, suit, action or other proceeding against SourceFound Indemnified Parties, by a third party, to the extent that such claim, suit, action or other proceeding is based on or arises in connection with your use of the Services or breaches of these Terms, specifically including any claim that use of the Services by You infringes any third party intellectual property right, is libelous or defamatory, or otherwise results in injury or damage to anyone. You agree to pay any and all costs, damages and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action or proceeding attributable to any such claim.
These Terms constitute the entire agreement between You and Us, and govern your use of the Service, superseding any prior agreements (including, but not limited to, any prior versions of these Terms). We may provide notices of changes to these Terms or other matters by email or by displaying notices or links to notices to You generally on the Service. These Terms and the relationship between You and SourceFound shall be governed by the laws of the State of Texas without regard to its conflict of law provisions. You agree to submit to the exclusive jurisdiction of the courts located within the county of Dallas, Texas. If any provision of these Terms or incorporated documents are found by a court of competent jurisdiction to be invalid, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
The failure to exercise or enforce any right or provision of these Terms by either party shall not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect. You acknowledge and agree that You are each waiving the right to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, more than one person’s claims may not be consolidated under any circumstances, in any form of any class or representative proceeding or otherwise.
There are no express or implied third-party beneficiaries to these Terms. We reserve all rights, title and interest in and to the Service, including all related intellectual property rights. You shall not (i) create derivative works based on the Service, (ii) copy, frame or mirror any part or content of the Service, (iii) reverse engineer the Services, or (iv) access the Services in order to build a competitive product or service, or copy any features, functions or graphics of the Services.
You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign these Terms in its entirety, without consent of the other party, in connection with a merger, acquisition, or sale of all or substantially all of its assets. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of these Terms upon written notice to the assigning party. In the event of such a termination, your Service will be Cancelled and We shall refund to you any prepaid fees covering the remainder of the period after the effective date of termination. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.