End User License Agreement

MemberMouse, LLC

MEMBERMOUSE, LLC
END USER LICENSE AGREEMENT
Last Updated: June 16, 2020

This End User License Agreement (“Agreement”) is a contract between you and MemberMouse, LLC (“MemberMouse” or “we” or “us”) for you to use this software (the “Software”).

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT TERMS THAT AFFECT YOU, YOUR USE OF THE SOFTWARE, AND ANY FEEDBACK (DEFINED BELOW) YOU PROVIDE TO US. BY CLICKING ‘I ACCEPT' OR BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE OR BY PROVIDING ANY FEEDBACK TO US, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, COPY, OR USE THE SOFTWARE OR SUBMIT ANY FEEDBACK TO US.

1. Software License.

Subject to the terms of this Agreement and your compliance with any other agreement you may have entered with us governing your use of Software-related services (the “Service”) including but not limited to the Terms of Sale which is hereby incorporated by reference, we grant you a nonexclusive, nontransferable license to install and use one copy of the Software in binary executable form [only on a single personal computing device] solely for your own business purposes. Any MemberMouse software that updates, supplements or replaces the original Software is governed by this Agreement unless separate license terms accompany such update, supplement or replacement, in which case such separate terms will govern in the event of a conflict with this Agreement or as otherwise provided in such separate terms.

2. License Limitations.

The preceding states the entirety of your rights with respect to the Software, and we reserve all rights in and to the Software and Services not expressly granted to you in this Agreement. Without limiting the foregoing, you will not do, or authorize or permit any third party to do, any of the following: (a) distribute, license or sell the Software; (b) use the Software for any purpose other than your own business use; (c) reverse engineer, decompile, disassemble or attempt to discover the source code for the Software; (d) modify or alter the source code or database; (e) modify, alter or create any derivative works of the Software; or (f) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Software.

This License is also limited with regard to the use of the Software. The Software may not be used: (f) in violation of any federal and state laws and regulations; (g) in connection to child exploitation, harassment, threats, hateful content, illegal activities, malicious or deceptive practices, scam, spam and terrorist organizations; (h) to send content related to sex, hate or illegal drugs, or any other business or activity deemed objectionable in our sole and exclusive judgment.

MemberMouse reserves the right to terminate your account if any prohibited use of the software is discovered. See section 9. Termination for full description of termination process.

3. Ownership.

The Software is the valuable property of MemberMouse and its licensors and is protected by copyright and other intellectual property laws and treaties. We and our licensors own all right, title and interest in and to the Software, including all copyright and other intellectual property rights in the Software.

4. Feedback.

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about MemberMouse or the Service (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Software or Services in MemberMouse’s sole discretion. You understand MemberMouse may treat Feedback as non-confidential.

5. Disclaimers.

THE SOFTWARE AND SERVICE ARE PROVIDED “AS IS,” WITH ALL FAULTS, DEFECTS AND ERRORS, AND WITHOUT WARRANTY OF ANY KIND. MEMBERMOUSE DISCLAIMS ALL WARRANTIES (EXPRESS OR IMPLIED AND ARISING BY LAW OR OTHERWISE) REGARDING THE SOFTWARE AND SERVICE AND THEIR PERFORMANCE OR SUITABILITY FOR YOUR INTENDED USE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. MEMBERMOUSE SHALL HAVE NO LIABILITY OF ANY KIND FOR THE USE OF OR INABILITY TO USE THE SOFTWARE OR ANY SERVICE THAT THE SOFTWARE IS INTENDED TO ACCESS, OR FOR ANY LOSS OF DATA.

6. Indemnification.

You will defend, indemnify and hold harmless MemberMouse, its affiliates, independent contractors and service providers, and each of their respective members, directors, officers, employees and agents (“MemberMouse Parties”), from and against all claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to your use of, or inability to use, the Software or Service.

7. Limitation of Liability.

THE MEMBERMOUSE PARTIES SHALL HAVE NO, AND YOU RELEASE THE MEMBERMOUSE PARTIES FROM, ANY LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE OR OTHERWISE) FOR ANY DAMAGES SUSTAINED BY YOU ARISING FROM YOUR USE OR INABILITY TO USE THE SOFTWARE OR SERVICE, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OR LOSS OF DATA, EVEN IF A MEMBERMOUSE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE MEMBERMOUSE PARTIES WITH RESPECT TO THE SOFTWARE, SERVICE, OR ANY USE OR INABILITY TO USE THE SOFTWARE OR SERVICE EXCEED THE AMOUNT PAID BY YOU TO MEMBERMOUSE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM.

8. Arbitration; Governing Law.

PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
You and MemberMouse agree to arbitrate any dispute arising from this Agreement and your use of the Software, except that you and MemberMouse are NOT required to arbitrate any dispute in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. ARBITRATION PREVENTS YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL.
You and MemberMouse agree that you will notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to MemberMouse will be sent to MemberMouse, LLC, Attn: Legal Dept, 1425 Broadway #20-2565 Seattle, WA 98122. You and MemberMouse further agree: to attempt informal resolution prior to any demand for arbitration; that any arbitration will occur in Castle County, Delaware; that arbitration will be conducted confidentially by a single arbitrator in accordance with the JAMS Streamlined Arbitration Rules; and that the state or federal courts in Castle County, Delaware have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by this Agreement and the laws of the State of Delaware and applicable United States law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and MemberMouse will not commence against the other a class action, class arbitration or other representative action or proceeding.

9. Termination.

MemberMouse may terminate this Agreement at any time, with or without cause, immediately upon notice to you. MemberMouse may also discontinue the Service at any time, in which case this Agreement shall terminate automatically without notice. You may terminate this Agreement by ceasing use of the Software and Service, cancelling any account you may have with us to use the Service (if any), and deleting all copies of the Software in your possession or control. In the event of the termination of this Agreement for any reason: (a) the license granted to you in this Agreement will terminate; (b) you must immediately cease all use of the Software and Service and destroy or erase all copies of the Software in your possession or control; and (c) all sections of this Agreement except Sections 1 and 2 will survive any such termination.

10. Nondisclosure.

You shall not disclose to any person or entity any information about the Software, the Services, the Feedback or other results of your evaluation of the Software or any other confidential information of MemberMouse that becomes known to you. Your obligation to maintain the confidentiality of such information shall not apply to information that (a) was known to you before receiving such information, or (b) is received by you from a third party who was legally entitled to make an unrestricted disclosure.

11. General.

(a) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect. (b) Assignment. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of MemberMouse, and any attempted assignment without such consent shall be void. Subject to the foregoing restriction, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by you, us, and each of your and our respective successors and assigns. (c) Entire Agreement. This Agreement, along with the applicable Terms of Sale, sets forth our entire agreement with respect to your evaluation and use of the Software.