1. Definitions

1.1 “Content” means all visual, written or audible data, information or material including, without limitation: any hyperlink, text, image, logo, word, sound avatar,video, document, spreadsheet, SMS message, form entry, web page, and any other file or data or any similar material, including but not limited to each of the foregoing that is uploaded to, transferred through, publicly posted, processed or entered into the Services;

1.2 “Intellectual Property Rights” means any copyright, database right, design right, trade mark, service mark, patent, rights in invention, domain name, confidential information, know-how, business name, trade name, get-up, trade dress, right to sue for passing off or for unfair competition, and any other intellectual property rights whether applied for, registered or unregistered and all extensions, renewals and revivals thereof and existing anywhere in the world;

1.3 “Services” means the web services, services delivered through membermeister accounts, any associated software, and other services related thereto provided to You by membermeister in accordance with this agreement and with the characteristics and features as described at www.membermeister.com from time to time;

1.4 “Website” means Websites at http://www.membermeister.com and http://www.membermeister.co.uk;

1.5 “Membermeister Account” or "Account" means a single service with a defined set of subscription terms and limited group of Membermeister Users who are authorised to access the service;

1.6 “Membermeister Users” are Users who complete a registration process with Membermeister and obtain a Membermeister Account

1.7 "Users" are all end users of the Membermeister Platform, and include you, any unregistered users, all Members, and all Membermeister Users.

1.8 "Members" are Users who have been added to or registered with Your Account.

1.9 “Member Data” means data provided by or collected from a Member by a Membermeister User for a particular Membermeister Account, such as profile data, including certain items of registration information (e.g. email addresses), answers to profile questions, forum posts, and statistical information about Content contributed.

2. Acceptance of Terms

By using the Services and website, You agree to be bound by the Terms of Use. If You do not agree to be bound by any term or condition contained in these Terms of Use You may not download, order, install, use, or operate the Website or use the Services. If You do not wish to proceed, do not use the Services or the Website. If You proceed to use the Services or the Website and You do not accept the terms of this Agreement You will be infringing Our Intellectual Property Rights and We reserve the right to take legal proceedings against You for such infringement.

3. Grant of Licence

3.1 Subject to these Terms of use, We hereby grant to You a non-transferable, non-exclusive, non-sublicensable limited term right and license for You to access and use the Services solely for the purpose of storing or otherwise using of membermeister documents, files, electronic media, calendar dates and other data.

3.2 Except for the rights specifically granted under Clause 3.1of this Agreement, You are not given any right, title or interest in or to the Website or the Services, and We expressly reserve all such rights, titles and interests.

3.3 The licence granted to You by Us under Clause 3.1 above depends upon Your compliance with these Terms of Use and such other rules as, following written notice to You, We may impose from time to time upon use of the Services and of the Website.

3.4 The Website and Services provided by Us to You, any copies thereof made by You are and shall remain Our exclusive property.

3.5 You shall not do any of the following acts, and any breach of this provision will entitle Us to terminate these Terms of Use immediately, without prejudice to any other rights or remedies We may have against You:

(a) Distribute, sell, supply, modify, adapt, amend, incorporate, merge, or otherwise alter the Service and all Content provided to You as part of the Service;

(b) Attempt to decompile, reverse engineer or otherwise disassemble any Content provided to You as part of the Service or the Website;

(c) Attempt to copy any software provided to You as part of the Service or the Website and in particular its source code, or attempt to decrypt any part of such software that is provided to You in an encrypted form;

(d) Create any derivative version of any software provided by Us to You including any translation or localisation of such software, or break down any software, which is a licensed to You as a single product, into its component parts;

(e) Redistribute, encumber, sell, rent, lease or otherwise use any software provided by Us to You in a timeshare or service bureau relationship, or transfer such software under any circumstances;

(f) Remove from Content provided by Us to You any logo, copyright or proprietary notices, legends, symbols, labels, watermarks, signatures or any other like marks affixed to or embedded in such Content;

(g) Use any information in Services or the Website for the sending of spam, bulk email messages, bulk instant messages, MP3 files, music files, video files or executable program files, any bulky files, or any other file that has a disproportionate number of hits for the number of pages or network transfers;

(h) Use any part of the Services to upload post, email or transmit Viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other software, files or programs that may interrupt, damage, destroy or limit the functionality of any computer software or hardware or network equipment;

(i) Use any part of the Services to create a false identity, to impersonate any person or organisation, or attempt to disguise the origin of any Content;

(j) Use the Services, Website or any part thereof to infringe any Intellectual Property Rights of any third party; or

(k) Register, operate or otherwise control more than one membermeister user account.

3.6 You may grant other Membermeister Users who are authorised to use the Service access to Your Account.



4. Services and Access to Services

4.1 We reserve the right to effect modifications to the design, operational method, technical specifications, systems, and other functions of the Services, at any time without prior notice.

4.2 The Services are normally available over the Internet around the clock. We shall be entitled to take measures that affect the aforementioned accessibility where membermeister deems such to be necessary for technical, maintenance, operational, or security reasons. You are hereby aware and acknowledge that Your access to the Internet cannot be guaranteed and that We shall not be liable for deficiencies in Your own Internet connections or equipment.

4.3 We shall be entitled to retain subcontractors for the performance of obligations in accordance with this agreement.

4.4 In the event You create a user account using an email address belonging to a third party, such user account may be from time to time or may later become subject to additional terms and conditions. You are aware of and acknowledge that such third party could impose access restrictions on Your access to the Services. We will not be liable to You for such lack or curtailment of access.

4.5 The Services may contain links to third party websites that are not owned or controlled by Us. membermeister will not and cannot censor or edit or control the content of any third-party site. We are not liable for any loss etc.

4.6 Each time that You use or access the Service, the Website or any part thereof, You are deemed to re-affirm Your acceptance of the then current version of these Terms of Use.

4.7 Results and information from this site are not a certified or definitive source of information that can be relied on for legal, financial, medical, life-safety, or any other critical purposes.

5. Your Obligations

5.1 You shall comply with the security and administrative regulations as notified in conjunction with registration, by email or in any other manner from time to time made available on the Website.

5.2 You undertake, in conjunction with registration, to provide correct information regarding Your identity and a correct and legitimate email address.

5.3 You shall be responsible for the activities conducted through use of the Services and shall ensure compliance with national laws in conjunction therewith. All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by You shall be Your sole responsibility.

5.4 You WARRANT that you shall be responsible for monitoring Your Account and shall be liable to Us for ensuring that Content transferred to or handled within the Services which is processed by You and/or individuals invited by You to do so does not infringe any third party rights nor in any other manner violates governing legislation, and that You possess such necessary licenses from third parties as may be required in order to process the Content/use the Services. You hereby INDEMNIFY Us and keep Us INDEMNIFIED against any and all loss suffered as a result of You breaching this Clause 5.4.

5.5 You are aware and hereby acknowledges that You are not permitted use the Services in order to gain material in violation of law or material which in any manner contravenes generally accepted practices.

5.6 You undertake not to use the Services in order to obtain material which per se or if sent to another party might injure the reputation of a third party, or in any manner which may result in the infringement of any third party’s Intellectual Property Rights, or which constitutes a dissemination of business secret, or may incite a third party to commit or participate in a crime, or may be understood as constituting a threat, or to use the Services in any other manner incompatible with the purpose thereof.

5.7 You shall not invade the privacy of others, misuse the personal data of others, or otherwise incite a person, persons or body corporate to carry out such acts and You shall not make available libellous, defamatory, abusive, derogatory, inflammatory or obscene Content.

5.8 You undertake not to provide access to the Services to anyone else than authorised individuals who are bound to the Terms of Use outlayed in Section 2.

5.9 You agree not to use or launch any automated system, including without limitation, “robots”, “spiders” or “offline readers” that accesses the Services in a manner that sends more request messages to Our servers in a given period of time than a single human can reasonably produce in the same period by using a conventional online web browser. You agree not to collect or harvest any personally identifiable information, including names, from the Services.

6. Notification of Unauthorised Acts

6.1 You are obligated to notify Us in writing regarding any actual or perceived breach of these Terms of Use.

6.2 In the event that You notify Us in accordance with Clause 5.1 above, You shall co-operate fully with Us by providing Us with all information that is reasonably requested by Us from You.

7. Proprietary Rights in Content

7.1 We shall hold title to all Intellectual Property Rights and technical solutions or, in the alternative, shall possess a sole right to use the same. Such Intellectual Property Rights and technical solutions may only be used by You in the manner stated in these Terms of Use. Under no circumstances shall You or a third party acquire any Intellectual Property Rights to the Services. Note that access to the Services is licensed and not sold on the terms set out in these Terms of Use.

7.2 All Content uploaded to, transferred through, publicly posted, processed or entered into the Services by You shall remain Your sole property or its respective legal owner. We shall have no liability for such Content. By uploading third party content You warrant that You have obtained all necessary licences, permissions, consents and agreements necessary for the lawful use of such third party content by Us and by third parties in accordance with these Terms of Use and in order for Us to provide the Services and further You hereby fully indemnify Us and keep Us fully indemnified in relation to all claims in relation thereto.

8. Disclaimers

8.1 The Services and the Website are provided to You “as is” and “as available” and could contain defects, faults, mistakes and other deficiencies. We exclude any warranty that the Service and/or the Website will be uninterrupted, error-free or will operate at any particular speed or frequency.

8.2 You are responsible for any and all activity made by You or anyone You allow to use the Browser including Your colleagues, friends and members of Your family. Any material You or anyone else accesses or obtains using the Services and/or Website is entirely at Your risk.

8.3 You are responsible for ensuring that Your Internet connections, computer unit and telephone service are compatible with the Services and the Website and for any damage that may be caused to such items by anything You access or obtain using them. We shall not be liable for any losses suffered by You as a result of any such incompatibility or damage. You are responsible for paying any and all charges in relation to Your internet connection, computer unit and telephone service.

8.4 You are solely responsible for ensuring that all Content uploaded by You is lawfully used and furthermore You are responsible that any and all use of whatever nature encouraged or permitted in each case whether expressly or impliedly by You of the Content is lawful.

8.5 We are under no obligation to provide You with any technical support under these Terms of Use and We provide You with no assurance that any specific errors, problems, discrepancies or other matters raised by You will be corrected.

8.6 We neither endorse nor are We responsible for the accuracy, reliability or veracity of any opinion, advice, or statement including but not limited to the pricing or other information of products or other services offered for sale or otherwise marketed via the Service and We are further not responsible and nor shall You deem Us to be responsible for any defamatory, obscene, racist, sexist, or other derogatory Content even where such Content is in breach of any rule imposed by Us. We shall not be liable for any loss suffered by You in reliance on any statement, opinion or advice in the Service or Website and it is entirely incumbent on You to verify the accuracy of such opinion, advice or statement offered or other Content through the Service or Website prior to Your reliance upon it. Wherever possible You ought to obtain the advice of a recognised professional in the relevant field in which the opinion, advice or statement is offered. In this regard You shall indemnify Us and Our employees and hold Us and Our employees harmless from any and all claims, expenses, legal fees and all other costs and disbursements incurred by You as a result of Your using the Browser or of You entering into any third party relationships.

9. Limitation of Liability and Risk

You accept and agree that:

(a) All warranties, conditions or other terms that may be implied into these Terms of Use whether by law, statute or otherwise are excluded. We give no condition, warranty or other term whatsoever, either express or implied including, without limitation, any condition, warranty or other term as to the condition of the Website, the Services, the Content, or as to merchantability, satisfactory quality, fitness for a particular purpose, non-infringement of Intellectual Property Rights, or use of reasonable care and skill.

(b) We shall not be liable in contract, tort or otherwise for any loss or damage, howsoever arising in connection with these Terms or Use or use of the Service or the Website, or any part thereof. We shall not be liable for any indirect, special, or consequential damages, whether such damages or losses are known, foreseen, foreseeable or unforeseen (including, without limitation, loss of profit, business, revenue, capital, anticipated savings and/or goodwill).

(c) Nothing in this Agreement shall limit Our liability for negligently caused death or personal injury or fraud.

10. Breach

The provisions of these Terms of Use are necessary for the protection of the business and goodwill of the parties and are considered by the Parties to be reasonable for such purpose. You agree that any breach of these Terms of Use may cause Us substantial and irreparable damages and, therefore, in the event of any such breach, in addition to other remedies which may be available, We shall have the right to seek specific performance and other injunctive and equitable relief. In the event that You use membermeister for commercial purposes in breach of these Terms of Use You agree that We shall be entitled to any proceeds You have obtained from such activity, without prejudice to other rights or remedies We may have against You.

11. Termination

11.1 We may terminate these Terms of Use forthwith on giving notice in writing to You if You commit any material breach of any term of these Terms of Use and (in the case of a breach capable of being remedied) have failed, within 30 days after the receipt of a request in writing from Us to do so, to remedy the breach. This is without prejudice to Our right to terminate these Terms of Use immediately where this is expressly provided.

11.2 You may terminate these Terms of Use forthwith on giving notice to Us in writing that You no longer wish to use the Services.

11.3 Save as expressly provided in this Clause 11 or elsewhere in these Terms of Use these Terms of Use may not be terminated.

11.4 Forthwith upon termination of these Terms of Use, You shall cease all use of the Website and Services and all Content, and destroy all Content relating to the Services or the Website provided by Us to You by erasing it from the magnetic media on which they are stored and certify in writing to Us that it has been destroyed.

11.5 Any termination of these Terms of Use (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision in these Terms of Use which is expressly or by implication intended to come into or continue in force on or after such termination.

12. Assignment

Neither these Terms of Use nor any rights, licences or obligations under it, may be assigned by You. We may assign these Terms of Use or any rights, licences or obligations under it in Our sole discretion.

13. Entire Agreement

These Terms of Use supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the Parties relating to the subject matter of these Terms of Use. However, the obligations of the Parties under any pre-existing non-disclosure agreement shall remain in full force and effect in so far as there is no conflict between the same. The Parties confirm that they have not entered into these Terms of Use on the basis of any representation that is not expressly incorporated into these Terms of Use .

14. Force Majeure

14.1 Neither Party shall have any liability under or be deemed to be in breach of these Terms of Use for any delays or failures in performance of these Terms of Use which result from circumstances beyond the reasonable control of that Party. If such circumstances continue for a continuous period of more than 2 weeks, either Party may terminate these Terms of Use by written notice to the other party.

14.2 Any costs arising from such delay shall be borne by the Party incurring the same.

15. Notices

Any notice to be given under these Terms of Use shall be via the email address You give to Us upon such other working email address for You as You may notify to Us. Any notice given by You to Us shall be to [email protected] or such other email address of which We notify You from time to time.

16. Severance

If any provision of these Terms of Use is prohibited by law or judged by a Court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these Terms of Use and rendered ineffective as far as possible without modifying the remaining provisions of these Terms of Use , and shall not in any way affect any other circumstances of or the validity or enforcement of these Terms of Use .

17. Waiver

No delay, neglect or forbearance on Our part in enforcing against You any term or condition of these Terms of Use shall either be or be deemed to be a waiver or in any way prejudice any right of Us under these Terms of Use . No right, power or remedy in these Terms of Use conferred upon or reserved for Us is exclusive of any other right, power or remedy available to Us.

18. Third Parties

You shall not confer any rights on third parties by virtue of these Terms of Use and accordingly the provisions of the Contracts (Rights of Third Parties) Act 1999 or any similar legislation in any relevant jurisdiction expressly shall not apply to these Terms of Use .

19. Proper Law and Jurisdiction

These Terms of Use and all matters arising from it and any dispute resolution process referred to below shall be governed by and construed according to the laws of England and Wales and all disputes in relation thereto shall be subject to the non-exclusive jurisdiction of the Courts of England and Wales.