Terms of Sale

MEMBERMOUSE, LLC
TERMS OF SALE
Last Updated: JULY 21, 2020

PLEASE READ THESE TERMS OF SALE CAREFULLY. BY PURCHASING ANY PRODUCTS PROVIDED BY MEMBERMOUSE, LLC, OR OUR SUBSIDIARIES OR AFFILIATED COMPANIES, YOU AGREE TO BE BOUND BY THESE TERMS OF SALE AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF SALE, DO NOT MAKE ANY PURCHASES THROUGH OUR WEBSITE.

MemberMouse, LLC, and our subsidiaries and affiliated companies (collectively, “MemberMouse” or “we”), may make products available to you for purchase through our website (the “Site”). Your purchase of any products or subscriptions through the Site is governed by these Terms of Sale (“Terms of Sale”), our Terms of Service (“Site Terms”) and our End User License Agreement (“EULA”), which are incorporated herein by reference. Terms with their initial letters capitalized and not otherwise defined in these Terms of Sale will have the meaning given to them in our Site Terms or EULA.

We reserve the right to change these Terms of Sale at any time and in our sole discretion. If we make any changes, we will provide you with notice, such as by sending an email, providing notice through the Site or updating the date at the top of these Terms of Sale. Your continued purchase of products or subscriptions through the Site will confirm your acceptance of such changes. We encourage you to frequently review these Terms of Sale prior to making any purchase through the Site to ensure you understand the terms and conditions that apply to your purchase of products through the Site. If you do not agree to the amended Terms of Sale, you must stop purchasing products through the Site.

If you have any questions regarding these Terms of Sale or purchases made through our Site, please email us at [email protected].

1. Pricing; Taxes

All prices are shown in U.S. dollars (except where otherwise noted) and any taxes or processing charges are additional. All products and subscriptions are subject to availability, and we reserve the right to impose service limits on any order, to reject all or any part of an order and to discontinue products without notice, even if you have already placed your order. All prices are subject to change without notice, and you agree that taxes may be adjusted from the amount shown on the payment checkout screens. Several factors may cause this adjustment, such as variances between processor programs and changes in tax rates.

If you choose to upgrade a subscription you have previously purchased, you will be charged an amount equal to the difference in price between your old and new subscription pro-rated by the remaining time until your next payment.

Each subscription is an automatically recurring billing cycle that renews monthly or annually, depending on the product purchased. The renewal price will be the plugin price as agreed to at the time of initial purchase, inclusive of any discounts and special offers.

If you choose to cancel your subscription, and your renewal price is lower than the current listed price for your license (a “grandfathered” price), the lower renewal price will no longer be available to you.

If you choose to renew your subscription after it has been cancelled and your license has expired, you will be charged the current listed price for your license. We cannot apply older or grandfathered pricing to your new renewal purchase.

You will be responsible for any applicable sales or use taxes, duties or other governmental taxes or fees payable in connection with your purchase. If you do not pay such taxes or fees in connection with a transaction, you will be responsible for such taxes or fees in the event that they are later determined to be payable. MemberMouse reserves the right to collect such taxes or other fees from you at any time.

2. Member Limits

Each MemberMouse subscription plan comes with a selected member limit. When you reach 80% of your current membership level's member capacity, a message will be displayed on your WordPress admin panel notifying you that you are close to your limit. Our Accounts team will also reach out to you by email.

If you do not upgrade and the limit is surpassed, you will incur overage charges monthly on the billing cycles moving forward. Before paying for that next billing cycle, you will have an opportunity to preview the overage charges. If you decide to proceed without upgrading, and you incur overage charges, you agree to pay them on or before the next billing date.

Overage fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay overage fees when due will result in your account being canceled and the plugin deactivated. You will not lose any data, but you will have to upgrade to a plan with a higher member limit to reactivate your account and the plugin.

3. Errors

We attempt to be as accurate as possible and to eliminate errors on the Site; however, we do not represent or warrant that any product, subscription, service, description, photograph, pricing or other information is accurate, complete, reliable, current or error-free. In the event of an error, whether on the Site, in an order confirmation, in processing an order, when delivering a product, subscription or service or otherwise, we reserve the right to correct such error and revise your order accordingly (including charging the correct price) or to cancel the order and refund any amount charged. Your sole remedy in the event of an error is to cancel your order and obtain a refund.

4. Payment

Only valid credit cards and other payment methods acceptable to us may be used to purchase products or subscriptions through the Site, and all refunds will be credited to the same credit card or, in our discretion, other payment method. By submitting an order through the Site, you represent and warrant that you are authorized to use the designated credit card or other payment method and authorize us to charge that card or other payment method for your monthly subscription amount on a monthly basis (including taxes, any amounts described on the Site). When you provide your payment information, you authorize us (or a third party service provider working on our behalf) to process and store your payment and other related information. In the event that the credit card or other payment method you designate cannot be verified, is invalid or is not otherwise acceptable, we may suspend or cancel your order automatically. You are responsible for resolving any problem we encounter in order to proceed with your order.

YOU EXPLICITLY ACKNOWLEDGE THAT YOUR SUBSCRIPTION IS AUTOMATICALLY RENEWING UNTIL YOU CANCEL IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO OUR SERVICES IN ACCORDANCE WITH THIS AGREEMENT AND OUR EULA.

If you add subscriptions at any time, the subscription periods for each of those subscriptions will begin on the date of purchase, at which time you will be charged the applicable price, and your payment card or other payment method provided may be charged automatically on an annual or monthly basis depending on the terms of your subscriptions thereafter for those subscriptions, in accordance with this Section 4.

Each monthly subscription will renew monthly on the 30th day after the date upon which it was purchased, and every 30 days thereafter, unless cancelled in accordance with Section 5. Each annual subscription will renew annually on the anniversary of purchase, and every year thereafter, unless cancelled in accordance with Section 5.

Any subscription fees not paid when due will bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable usury law, whichever is less, computed and compounded daily from the date due until the date paid. Further, in the event of any action by MemberMouse to collect any amount not paid when due, you will pay or reimburse MemberMouse’s costs of collection (including, without limitation, any attorneys’ fees and court costs). MemberMouse may accept any payment in any amount without prejudice to MemberMouse’s right to recover the balance of the amount due or to pursue any other right or remedy. No endorsement or statement on any payment or in any letter accompanying a payment or elsewhere will be construed as an accord or satisfaction.

5. Cancellations & Refunds

You may cancel any or all of your subscriptions by logging into your account at www.membermouse.com, going to the My Account page, clicking the cancel button and following the applicable instructions. If you cancel any or all of your subscriptions, such cancelled subscriptions will end at the end of the current subscription period.

You will not be refunded any amounts paid for active subscription periods unless it is within 30 days of initial purchase.

6. Complaints and Legal Notices

All legal notices should be mailed to MemberMouse, LLC, Attn: Legal Dept, 1425 Broadway #20-2565 Seattle, WA 98122. All complaints should be mailed or sent by email to [email protected].

7. Limited Warranty

ALL PRODUCTS MADE AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND MEMBERMOUSE, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM THE USE OF PRODUCTS. WE DO NOT REPRESENT OR WARRANT THAT OUR SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES.

This warranty gives you specific legal rights, and you may have other rights, which vary from state to state. Some states do not allow limitations on how long an implied warranty lasts, so some or all of the limitations and disclaimers set forth in this section may not apply to you.

Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by MemberMouse.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MEMBERMOUSE BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF BUSINESS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL THE AGGREGATE LIABILITY OF MEMBERMOUSE, WHETHER IN CONTRACT OR WARRANTY, ARISING OUT OF OR RELATING TO THESE TERMS OF SALE OR THE PURCHASE OR USE OF ANY PRODUCTS PURCHASED THROUGH THE SITE EXCEED THE INITIAL PURCHASE PRICE OF THE PRODUCT OR SERVICE.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

9. Arbitration

PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH MEMBERMOUSE AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.

You and MemberMouse agree to arbitrate any dispute arising from these Terms of Sale or the sale and purchase of products from MemberMouse, except that you and MemberMouse are NOT required to arbitrate any dispute in which either party seeks equitable or 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: (i) to notify each other 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; (ii) to attempt informal resolution prior to any demand for arbitration; (iii) that any arbitration will occur in Castle County, Delaware; and (iv) that arbitration will be administered by JAMS (or its successor) pursuant to its Streamlined Arbitration Rules and Procedures and conducted confidentially by a single arbitrator in Castle County, Delaware. You and MemberMouse also agree 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 these Terms of Sale and the laws of the State of Delaware and applicable United States law, without giving effect to any conflict of laws 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.

10. Severability

If any provision of these Terms of Sale shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Sale and shall not affect the validity and enforceability of any remaining provisions.