TERMS OF SERVICE
Last Updated: April 24, 2018
These Terms of Service (“Terms”) apply to your access to and use of the website (our “Site”) provided by MemberMouse, LLC (“MemberMouse” or “we”). By accessing or using our Site, you agree to these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 12, do not access or use our Site.
If you have any questions about these Terms or our Site, please contact us at [email protected].
You must be at least 13 years of age to access or use our Site. If you are under 18 years of age (or the age of legal majority where you live), you may only access or use our Site under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in connection with our Site. If you are accessing or using our Site on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.
3. MemberMouse Site Prohibited Conduct
You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Site. You will not:
- Use our Site in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Site or that could damage, disable, overburden or impair the functioning of our Site in any manner;
- Reverse engineer any aspect of our Site or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Site;
- Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Site that you are not authorized to access;
- Develop or use any third-party applications that interact with our Site without our prior written consent, including any scripts designed to scrape or extract data from our Site;
- Bypass or ignore instructions contained in our robots.txt file, accessible at [insert URL], that controls automated access to portions of our Site; or
- Use our Site for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
4. Limited License; Copyright and Trademark
Our Site and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, Site marks, logos, slogans and other content contained therein (collectively, the “MemberMouse Content”) are owned by or licensed to MemberMouse and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, MemberMouse and our licensors reserve all rights in and to our Site and the MemberMouse Content. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Site and MemberMouse Content for your own personal use; however, such license is subject to these Terms and does not include any right to (a) sell, resell or commercially use our Site or MemberMouse Content; (b) copy, reproduce, distribute, publicly perform or publicly display MemberMouse Content, except as expressly permitted by us or our licensors; (c) modify the MemberMouse Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Site or MemberMouse Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Site or MemberMouse Content other than for their intended purposes. Any use of our Site or MemberMouse Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.
5. Terms of Sale
Please refer to our Terms of Sale for the terms, conditions and policies applicable to any purchases you make on or through our Site. By making a purchase on or through our Site, you agree to the Terms of Sale. We may change the Terms of Sale at any time without notice to you, so you should review them each time you make a purchase.
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 our products or Services (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 Site or Services in MemberMouse’s sole discretion. You understand MemberMouse may treat Feedback as non-confidential.
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless MemberMouse and each of our respective officers, directors, agents, partners, contractors and employees (individually and collectively, the “MemberMouse Parties”) from and against any loss, liability, claim, demand, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of our Site; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with our Site. You agree to promptly notify MemberMouse Parties of any third party Claims, cooperate with MemberMouse Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the MemberMouse Parties will have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and MemberMouse or the other MemberMouse Parties.
We do not control, endorse or take responsibility for any User Content or third-party content available on or linked to by our Site.
Your use of our Site is at your sole risk. Our Site is provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, MemberMouse does not represent or warrant that our Site is accurate, complete, reliable, current or error-free. While MemberMouse attempts to make your access to and use of our Site safe, we cannot and do not represent or warrant that our Site or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Site.
9. Limitation of Liability
MemberMouse and the other MemberMouse Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if MemberMouse or the other MemberMouse Parties have been advised of the possibility of such damages.
The total liability of MemberMouse and the other MemberMouse Parties, for any claim arising out of or relating to these Terms or our Site, regardless of the form of the action, is limited to the amount paid, if any, by you to access or use our Site.
The limitations set forth in this section will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of MemberMouse or the other MemberMouse Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
To the fullest extent permitted by applicable law, you release MemberMouse and the other MemberMouse Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users of the Site and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
11. Transfer and Processing Data
By accessing or using our Site, you consent to the processing, transfer and storage of information about you in and to the United States and other countries, where you may not have the same rights and protections as you do under local law.
12. Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with MemberMouse and limits the manner in which you can seek relief from us.
Except for small claims disputes in which you or MemberMouse seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or MemberMouse seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and MemberMouse waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Site resolved in court. Instead, all disputes arising out of or relating to these Terms or our Site will be resolved through confidential binding arbitration held in Castle County, Delaware in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
You and MemberMouse agree that any dispute arising out of or related to these Terms or our Site is personal to you and MemberMouse and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.
You and MemberMouse agree that these Terms affect interstate commerce and that the enforceability of this Section 12 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and MemberMouse agree that for any arbitration you initiate, you will pay the filing fee and MemberMouse will pay the remaining JAMS fees and costs. For any arbitration initiated by MemberMouse, MemberMouse will pay all JAMS fees and costs. You and MemberMouse agree that the state or federal courts of the State of Delaware and the United States sitting in Castle County, Delaware have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or our Site must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and MemberMouse will not have the right to assert the claim.
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 12 by mailing a letter to MemberMouse, LLC, Attn: Legal Dept, 1425 Broadway #20-2565 Seattle, WA 98122. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 13.
13. Governing Law and Venue
These Terms and your access to and use of our Site will be governed by and construed and enforced in accordance with the laws of Delaware, without regard to conflict of law rules or principles (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of Delaware and the United States, respectively, sitting in Castle County, Delaware.
14. Changes to these Terms
We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to our Site and update the “Last Updated” date above. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Site after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Site.
We reserve the right, without notice and in our sole discretion, to terminate your right to access or use our Site. We are not responsible for any loss or harm related to your inability to access or use our Site.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
These Terms constitute the entire agreement between you and MemberMouse relating to your access to and use of our Site. The failure of MemberMouse to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.