MemberVault

TERMS AND CONDITIONS

This Terms and Conditions agreement is entered into by and between you and MemberVault, LLC (hereafter, “MemberVault”, “Company”, “We”, “Our”, “Us”).

1. AGREEMENT TO THE TERMS AND CONDITIONS

These Terms and Conditions constitute a legally binding agreement between you and MemberVault concerning your access to and use of the “Services”, which includes MemberVault.co and the MemberVault platform, any digital or downloadable resources, consulting, classes, programs, workshops, trainings, as well as any other application, media channel, or tool related to MemberVault and its business purpose, or enter any online private or public communities operated by MemberVault (for any purpose) whether on a website hosted by MemberVault or a third-party website, such as facebook.com, whether now known or unknown.

You understand, acknowledge, and accept that by using the Services, you are bound by all of these Terms and Conditions presented to you in this very agreement. By using our Services or by clicking to accept or agree to the Terms and Conditions when and if this option is made expressly available to you, you accept and agree to be bound and abide by these Terms and Conditions.

If you do not agree with these Terms and Conditions, you may not use the Services. The Services are intended and only suitable for individuals aged eighteen (18) and above. Some of the content may not be appropriate for children. MemberVault hereby disclaims all liability for use by individuals under the age of eighteen (18).

THESE TERMS AND CONDITIONS INCLUDE AN ARBITRATION PROVISION IN SECTION 23. BY ACCEPTING THESE TERMS AND CONDITIONS, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT AND INSTEAD WILL RESOLVE ANY DISPUTES RELATED TO THESE TERMS AND CONDITIONS AND YOUR USE OF THE SERVICES BEFORE AN ARBITRATOR AS OUTLINED BELOW.

2. GENERAL TERMS

MemberVault is a SAAS platform. This means that the platform is the actual product itself. In order for you, as the customer or website visitor, to be able to access and use the features of our SAAS platform, you will be required to create or register an “Account” through the MemberVault.co website. Upon registering or creating an account, you will have an active account that you can start using to build your own information platform such as online courses, one-on-one coaching and consulting sessions, group coaching and consulting sessions, challenges, memberships, and more. The data and information that you will create within your MemberVault account belongs to you. However, you have no rights to other parts of the platform such as the platform code, or the fundamental program base. You are not permitted to use any files that you know are corrupt that would potentially pose a risk to the entire MemberVault platform.

You acknowledge, agree, and accept that as a SAAS platform, any technical processing, transmission, and transfer of the service, including things like your content, can be transferred unencrypted or shared with over various networks and, as well as the data or content may be changed in order to conform to the technical requirements of the platform itself to avoid any errors.

3. MEMBERVAULT PLAN OPTIONS

MemberVault currently offers the following subscription-based plan options:

5 Product Plan: $19 per month or $190 per year – includes all features, unlimited members, limited to 5 available products (active, archived, or invisible) and 1 community (public or private). Action Labs are available for an additional fee.
15 Product Plan: $49 per month or $490 per year – includes all features, unlimited members, limited to 15 available products (active, archived, or invisible) and 3 communities (public or private). Action Labs and Sprints are available for an additional fee.
All Access Plan (formerly the Unlimited Plan): unlimited members, unlimited products, and unlimited communities. The All Access Plan also includes access to our Action Labs, priority support, a private community and private Q&A podcast.
All Access Lifetime Plan: To be eligible for this plan, you must complete either the pay in full option of $2,500 or 12 monthly payments in the amount of $208.34. The All Access Lifetime Plan includes all of the benefits of the All Access Plan, which are subject to change.

As the needs of our account holders may change over time, MemberVault reserves the right to modify any of the benefits offered to All Access Lifetime Plan account holders beyond the usage of the MemberVault platform, following notice to you. If you maintain the requirements for a lifetime license outlined in the Intellectual Property section below, you may continue to have unlimited members, products and communities for as long as MemberVault offers the All Access Plan; however, MemberVault may modify the additional benefits (Action Labs, priority support, private community and private Q&A podcast) provided with the All Access Plan, in its sole discretion.

Except as otherwise provided in these Terms and Conditions, the All Access plan will not have any limits as to products, number of users, pages, communities or storage.

Any person or business wishing to create a MemberVault account, will have to go to MemberVault.co, create their account, and sign up with their email and subdomain name. The account that gets created will be a set time period free trial account. Once the free trial expires, if the account is not upgraded to a paid plan, the trial account will flip to our read-only account type. Once the free trial ends and the account is flipped to read-only, it will be honored for a period of ninety (90) days; after which, the account will be removed from the platform if the account has not been upgraded to a paid plan. A person is welcome to create a new free trial account should they wish to revisit using MemberVault after their original free trial account has flipped to read-only and been deleted.

4. LEGACY PLAN ACCOUNT HOLDERS

MemberVault permanently retired the following plans: Starter, Base, Pro, Pro Plus, Lifetime and Lite Plans (hereafter, collectively referred to as “legacy plans”). Legacy plans are no longer available for purchase.

If a MemberVault account holder is currently enrolled in a legacy plan, then MemberVault will continue to honor the pricing and features for that plan as long as the account holder maintains an active subscription. This includes making timely payments on any payments owed under a payment plan. If a legacy plan account holder defaults on a payment, MemberVault will take the steps outlined in the “CREDIT CARD TRANSACTIONS AND CHARGES” section below.

A 30% discount will be offered to any legacy plan account holder who wishes to enroll in one of the available MemberVault plan options outlined above. Following this change, the legacy plan subscription will be canceled, and the legacy pricing will be relinquished.

An active subscription for a legacy plan is exclusive to the original purchaser and cannot be transferred to or inherited by another individual. In the event that an account holder with an active subscription for a legacy plan sells their business or wishes to transfer their account ownership to another individual, the account holder is not permitted to include their legacy plan and subscription within their agreement with the other party or to make any guarantees on behalf of MemberVault. Should the individual taking over the account wish to continue using the account on a paid plan, MemberVault will extend a discount of 30% toward one of the available MemberVault plan options outlined above as a courtesy.

It is the responsibility of the original account holder to contact MemberVault directly to communicate and approve the transfer of their account’s ownership to another individual and to request the cancellation of their existing subscription. The new account holder may request a custom coupon code to receive their courtesy discount (30%) for the All Access Plan once the transfer of account ownership has been completed and confirmed by MemberVault.

Lifetime account holders, if selling their business, may transfer their lifetime account to another individual, if that lifetime account is paid in full. Communication must come from the email associated with the lifetime account, and the new account owner must be cc’d on correspondence with MemberVault LLC via hello@membervault.co.

5. CANCELLATIONS

Account holders may cancel their accounts at any time. If you cancel during your billing cycle, your subscription is honored until the end of the cycle and then canceled to avoid rebilling. Once the subscription reaches the end of the billing cycle, the account will transition to “admin read-only” access for a period of 90 days. This means you will only have admin access to the content during this time period; however, your members will lose their access and can no longer participate in your Account Holder Communities, as defined below. If you enrolled in an All Access Plan and All Access Lifetime Plan, you would lose access to Action Labs, priority support, the private community and the private Q&A podcast available during this time as well. After the conclusion of that 90-day period, the account will be permanently deleted from the MemberVault platform.

Legacy account holders cannot upgrade their accounts following cancellation. All account holders that would like to come back to MemberVault after cancellation must sign up for one of the available MemberVault plan options outlined above.

If you would like to cancel, you can either login to your MemberVault and go to “account plans” > “cancel” or you may email us at hello@membervault.co. and include the following:

Please cancel my plan.
I understand that by canceling, my account will transition to “admin read-only” access for a period of 90 days at the end of my billing cycle. After that 90-day period, my account will be permanently deleted and I will lose access to all content; however, I remain bound to the ongoing provisions in the MemberVault Terms and Conditions which I agreed.
Signed,
[ENTER YOUR NAME]

You may visit https://membervault.co/lookup/ for assistance logging in to your account. Unless otherwise provided in these Terms and Conditions, cancellation does not entitle you to any refund and any remaining default or late payments will be due immediately.

6. TERMINATION

MemberVault may terminate your use of the Services at its sole discretion, at any time, without refund or notice, if you breach any part of these Terms and Conditions.

7. ACCOUNT PAYMENT AND TERMS

Account holders enrolled in a monthly plan will be billed every thirty (30) days until they cancel. Account holders enrolled in an annual plan will be billed once every year until they cancel.

If you enrolled in the Lite plan, which is a legacy plan, you agreed to a one-time payment for the use of a limited MemberVault account for the period of 12 months. At the end of the 12 months, you have the option to renew at the same Lite plan price of $99 for a year of use, to upgrade to our All Access Plan or to allow their account to fall into our admin read-only access account for a period of 90 days before the account is deleted.

If you enrolled in the All Access Lifetime plan, you agreed to either pay in full in the amount of $2,500 or you agreed to 12 monthly payments in the amount of $208.34. If you selected the 12 payment option, your first payment of $208.34 will be due upon enrollment, followed by 11 monthly payments of $208.34.

In the event you do cancel, any default or late payments will be due immediately. MemberVault reserves the right to charge a late fee on all balances more than thirty (30) days overdue. You agree to reimburse MemberVault for all collection and/or legal fees and expenses necessitated by lateness or default in payment.

8. REFUNDS

MemberVault has a no refund policy. Unless otherwise provided by law, you acknowledge that MemberVault does not offer refunds for any portion of your payment and no refunds will be provided to you at any time. By using our Services, you understand and agree that except as provided above, all sales are final, and no refunds will be provided.

If you enrolled in the Unlimited monthly plan or the Lite plan prior to September 1, 2023, MemberVault agrees to uphold the 30-day guarantee offered to you at the time of your enrollment. If you are eligible for a refund under this policy and you are on the Unlimited monthly plan, the subscription will be canceled, and the account will immediately transition to ‘admin read-only’ access for the period of 90 days. If you are eligible for a refund under this policy and you are on the Lite plan, the account will immediately transition to ‘admin read-only’ access for the period of 90 days.

Since we have a clear and explicit Refund Policy in these Terms and Conditions that you have agreed to prior to completing your purchase, we do not tolerate or accept any type of chargeback threat or actual chargeback from your credit card company or payment processor. If a chargeback is placed on a purchase or we receive a chargeback threat during or after your purchase, we reserve the right to report the incident to all three credit reporting agencies or to any other entity for inclusion in any chargeback database or for listing as a delinquent account, which could have a negative impact on your credit report score. The information reported will include your name, email address, order date, order amount, and billing address. Chargeback abusers wishing to be removed from the database shall make the payment for the amount of the chargeback.

9. CREDIT CARD TRANSACTIONS AND CHARGES

The payment gateways that MemberVault uses are PayPal and Stripe.

If paying by debit card or credit card, you give us permission to automatically charge your credit or debit card for all fees and charges due and payable to MemberVault, without any additional authorization, for which you will receive an electronic receipt. You also agree that MemberVault is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services).

In the event that your payment fails (for whatever reason), then MemberVault will re-attempt the payment three (3) additional times. Therefore, all in all, MemberVault will try to capture the payment a total of four (4) times. Each time the payment fails, Stripe and PayPal send notification emails to you, letting you know that your payment did not go through.

If all four (4) attempts to collect payment by the processors fail, your payment is automatically canceled within the payment processor itself and marked as delinquent. Once the account is marked as delinquent, the account will be flipped to an admin read-only access account for a period of 90 days from the cancellation time, after which, if not re-activated to a paid plan, it will be deleted.

An admin read-only access account will allow the account holder to view and export materials or products from their account, but they will not be able to add or change anything in their account. If the account holder wishes to re-activate their account after their account is marked delinquent, the account owner will need to contact MemberVault LLC at hello@membervault.co to re-activate their account. Lifetime accounts cannot be re-activated.

If the account holder was on a legacy plan, as stated in the payment notification emails from MemberVault, once their account is delinquent, they relinquish rights to their legacy plan and will need to re-activate their account under one of the currently available plan options.

If the payment plans on the lifetime accounts fail or go unpaid, then MemberVault will work with the account holder to resolve the payment issue. If the account holder is enrolled in a Legacy lifetime plan and their original payment plan is canceled due to failed payment attempts, the account holder must create a new payment plan and MemberVault will provide the account holder with a coupon code to discount the new plan by the dollar ($) amount already collected. If the account holder is enrolled in an All Access Lifetime plan and does not respond to MemberVault’s efforts to contact them regarding failed payments within 7 days, the account will not be in good standing, will convert to an All Access plan, and will lose lifetime access. Any payments previously made will be applied to either the monthly or annual All Access plan, at MemberVault’s sole discretion.

10. PRIVACY POLICY

Your agreement to our Terms and Conditions also means that you are agreeing to our Privacy Policy. To get a complete picture of our privacy rules, our data collection and processing guidelines, and your rights in regard to these collected data, read MemberVault’s full Privacy Policy. Our Privacy Policy governs the areas of data collection, data processing, and data retention.

11. DISCLAIMER AND WARRANTIES

The information contained on the MemberVault website, Content (as defined below), or as part of the Services provide information and education only, and do not provide any financial or legal services or advice. The information contained on the MemberVault website, Content (as defined below), or provided as part of the Services is not intended to be a substitute for professional advice that can be provided by your own accountant, lawyer, or financial advisor. You are responsible for your own financial and legal decisions, choices, actions, and results. You should consult with a professional if you have specific questions about your own unique situation. MemberVault disclaims any liability for your reliance on any opinions or advice provided as part of the Services.

MemberVault does not make any warranties or representations that the SAAS or any other information or product available through MemberVault, regardless of the original source, are reliable, up to date, and accurate. MemberVault disclaims any and all liability that might arise out of such inaccurate, not up to date or erroneous data and information.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND MEMBERVAULT’S INFORMATION, PRODUCTS, AND SERVICES AND ANY THIRD-PARTY SOFTWARE, SERVICES, AND PRODUCTS OFFERED ON OR PROVIDED AS PART OF THE SERVICES ARE ALL PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, MEMBERVAULT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

MEMBERVAULT MAKES NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES OR ANY OF ITS FUNCTIONS WILL BE UNINTERRUPTED OR ERROR-FREE; (3) THAT DEFECTS WILL BE CORRECTED; OR (4) THAT ANY PART OF THE MEMBERVAULT WEBSITE, SERVICES, OR THE SERVERS THAT MAKE THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

MEMBERVAULT MAKES NO PROMISES RELATED TO AND EXPRESSLY DISCLAIMS LIABILITY FOR: (1) ANY CONTENT POSTED BY ACCOUNT HOLDERS OR OTHER THIRD PARTIES OR (2) THE QUALITY OR CONDUCT OF ANY ACCOUNT HOLDER OR THIRD PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SERVICES.

As a user of the MemberVault platform with your own account, you are responsible for keeping a backup copy of your content. MemberVault is in no way liable to you if any of your data or information gets lost.

MemberVault is not responsible or liable for account holders infringing on another account holder’s intellectual property, content, or materials.

12. MEMBERVAULT MAKES NO GUARANTEES AS TO YOUR RESULTS

You understand, acknowledge, and accept that MemberVault does not make any guarantees or representations to you about any results or potential income that you might be able to make from your MemberVault account or use of the Services. Any testimonials or customer journey stories you might see displayed on our website at MemberVault.co or the MemberVault platform in general are not and should not be taken as a promise or guarantee that you can achieve similar results. You understand and agree that any result or achievement is based on various factors, and as such we cannot make any guarantees, promises or representations to that end. MemberVault cannot and does not guarantee that you will achieve any particular result or earnings from your use of the Services, and you understand that results and earnings differ for each individual. Moreover, MemberVault is not liable to you in any way if you do not achieve results that you saw on our website or platform.

13. ADDITIONS AND MODIFICATIONS TO THE TERMS

MemberVault reserves the right to make changes and additions to these Terms and Conditions from time to time. Any and all changes to the Terms and Conditions will be published to the MemberVault.co website and account holders will be notified via email. If you continue using the Services after the Terms and Conditions go into effect, it means that you have read the new Terms and Conditions and understand, acknowledge, and agree to these updated or changed terms.

14. INTELLECTUAL PROPERTY RIGHTS

MemberVault, as well as MemberVault.co and the MemberVault platform for our customers are all our proprietary property unless otherwise indicated. MEMBERVAULT is a federally registered trademark. This means that use of the name MemberVault without authorization from MemberVault LLC will constitute trademark infringement. MemberVault LLC will take legal action to resolve any infringement issue of its intellectual property. We have complete and exclusive ownership and control of any source code, databases, functionality, software, website designs, audio, video, voice and sound recordings, text, photographs, membership platform, subscriptions, designs, layouts, graphics, materials, documents, data, databases, and all other information and intellectual property accessible on or through the Services, the MemberVault website, and contained in e-mails sent to you by MemberVault, as well as the look and feel of all the foregoing (hereafter, “Content”) and the trademarks, service marks, and logos contained therein (hereafter, “Marks”). The Content and Marks are the property of MemberVault protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions.

You agree and acknowledge that you will not republish, reproduce, duplicate, copy, sell, disclose, modify, amend, imitate, alter, or use any of MemberVault’s intellectual property, the Content or the Marks without our prior written consent and authorization. Nothing in this Agreement shall transfer ownership of or rights to any of the Content and Marks to you, nor grant any right or license other than those stated in these Terms and Conditions. Any reproduction or unauthorized use of the Marks, Content, or any of the materials provided through the Services shall constitute infringement.

If you view, purchase, or utilize the Services or any of the Content, you will be considered MemberVault’s licensee. You are given a revocable, non-transferable, license for personal non-commercial use only, limited to you only and you are not permitted to break the boundaries of that license. This means you own the content you yourself create within your Membership account such as online courses, memberships, any attached digital files (videos, audios, pdf, images) that you intend to deliver to your audience. However, you don’t own or control any proprietary data or source that belongs to MemberVault.

If you have a “Lifetime” license, you are granted access, provided all payments are current and your account is in good standing, for the life of the Services only. This means you will have access to the MemberVault platform and materials, provided your account is in good standing and you uphold your payment obligations, for as long as MemberVault continues to host and provide access to the services and content you purchased.

As a condition of your access to our MemberVault platform and your use of our SAAS resources and services, you agree and acknowledge to not use the platform or any of the resources available for download, subscription, viewing or general use for any purpose that is prohibited by these Terms and Conditions and/or is unlawful. You will not use the Services for any illegal or unauthorized purpose. In addition, you will not engage in unauthorized framing of or linking to the platform; attempt to impersonate another user; interfere with the platform in a way that affects other people’s quality of use of the platform; or attempt to bypass or hack any measures of the platform designed to prevent or restrict access to the platform or to any portion of the platform.

Content belonging to MemberVault or included on the MemberVault.co is not for resale. You have permission to subscribe to MemberVault’s SAAS product to use toward promoting and selling your own online courses, coaching programs, consultations, ebooks, and other digital and/or physical products and programs. However, you do not have authority or permission to resell your subscription account.

Furthermore, you acknowledge and accept that you will only transmit, transfer and/or upload information and materials through our SAAS or MemberVault platform that you lawfully own.

You further acknowledge and agree that you are the lawful holder of copyright or alternatively, have proper permission for all the content that you upload, transfer and/or transmit through our SAAS. MemberVault is not liable and will not ever be liable for any copyright or trademark infringement claims against you and your content. If you, as a user of our platform, believe that there is available material on our platform that is infringing on your copyright(s), please immediately submit a Digital Millennium Copyright Act (“DMCA”) Notice. Once we receive this notice, we will review and investigate, and if the information indicated is truly infringing, then it will be immediately removed from our platform.

All rights not expressly granted in these Terms and Conditions, or any express written license are reserved by MemberVault.

15. UNAUTHORIZED USE

Your use of the Content, Marks or any materials found on the platform or through your use of the Services other than that expressly authorized in these Terms and Conditions or by a separate written assignment, is not permitted (“Unauthorized Use”). You agree to pay liquidated damages of five (5) times the total fees paid for the Platform in the event of your Unauthorized Use, or a minimum of $5,000, whichever is greater, in addition to any legal or equitable remedies MemberVault may be entitled to pursue. This is not a penalty but an agreed liquidated damages charge for the Unauthorized Use. You agree that any violation or threatened violation of the Intellectual Property Rights terms in these Terms and Conditions would cause irreparable injury to MemberVault that may not be adequately compensated by damages, entitling us to obtain injunctive relief, without bond, in addition to all legal remedies.

16. THIRD-PARTY RESOURCES AND CONTENT

Our website and/or the MemberVault platform may contain links to third-party websites and resources, as well as articles, blog posts, photographs, quotations, software, and information in general. Any links to third-party products, services, or sites are subject to separate terms and conditions.

Such third-party resources and links are not monitored or controlled by our website or by MemberVault. Therefore, we are not responsible or liable for any content the third-party websites might show, write, or use, or in general whether the link or resources is kept up to date or operational. You are clicking on third-party website links and resources at your own risk. You accept and acknowledge that MemberVault is not in any way liable for any content on or any actions taken by such third parties and does not assume any risk. In fact, you, as the user, acknowledge that you have sole responsibility and assume all liability that might arise out of your use, access of any third-party websites, links and/or resources.

17. ACCOUNT HOLDER COMMUNITIES

Account holders and Legacy Plan holders may create communities within their accounts (“Account Holder Communities”) to allow members to communicate and exchange information and content.

Default or delinquent plan payments, or cancellation of the account will result in the loss of any and all content contained within the Account Holder Communities.

MemberVault may terminate a member’s use of the Account Holder Communities at any time, for any reason, without notice or liability to that member.

18. INDEMNIFICATION

You agree and understand that MemberVault does not endorse the products or services offered by third-party websites. You indemnify us from any harm caused by your purchase and/or use of such products and services. If you sustain any harm or losses due to your use or purchase of third-party website products or services, you hold us harmless. We are not responsible for your actions or those of third-party websites.

UNDER NO CIRCUMSTANCES WILL MEMBERVAULT BE LIABLE TO ANY PARTY FOR DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES THAT RISE OUT OF THE MEMBER’S USE OR INABILITY TO USE OR RELIANCE ON OUR PLATFORM OR SAAS, INCLUDING ITS MATERIALS, PRODUCTS, SERVICES, OR THIRD-PARTY MATERIALS, PRODUCTS, OR SERVICES MADE AVAILABLE THROUGH OUR SERVICES.

You indemnify MemberVault and any agents, contractors, partners, assigns, successors, and employees from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses, including but not limited to attorney’s fees, arising from or related to (i) personal or business interruptions, (ii) any breach by you of these Terms and Conditions or any representation and warranty made by you herein, (iii) your use of materials or features available through the Services or Content (except to the extent a claim is based upon infringement of a third-party right by materials created by MemberVault), or (iv) a violation by you of applicable law or any agreement or terms with a third party to which you are subject.

19. UPDATES AND INTERRUPTIONS TO THE PLATFORM

We reserve the right to change, modify, or remove the contents of the MemberVault platform at any time for any reason at our discretion without needing permission from anyone and without notice. As a SAAS product, you accept and agree that the Services are constantly under development to improve upon existing features and to create new ones. You acknowledge and agree that you may be required to accept updates to our platform and/or Services from time to time so that you may continue being able to access your account.

We will not be liable to you or any third party if we decide to modify, change, or remove part or all of the content from the platform, change prices, or suspend or discontinue the Services, including the Account Holder Communities. MemberVault tries to ensure that the availability and delivery of the Platform and Content is uninterrupted and error-free. However, MemberVault cannot guarantee that your access will not be suspended or restricted from time to time, including to allow for repairs, maintenance, or updates, although MemberVault will try to limit the frequency and duration of suspension or restriction.

You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use our Services. We do not have any obligation to provide updates or modifications or to continue to provide particular aspects of the Services, including (but not limited to) the Account Holder Communities.

20. FORCE MAJEURE

We shall not be deemed in breach of these Terms and Conditions if we are unable to provide all of the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, epidemic, pandemic, death, illness or incapacity or any local, state, federal, national or international law, governmental order or regulation or any other event beyond MemberVault’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, MemberVault shall give notice to you of its inability or delay to provide the Services and may propose revisions to the Services or other accommodations or may terminate these Terms and Conditions.

21. GOVERNING LAW

This Terms and Conditions agreement and your access and use of our Services are governed by and construed in accordance with the laws of the United States and the State of Washington.

22. BINDING ARBITRATION

If a dispute arises between you and MemberVault, and if you and MemberVault are unable to resolve the dispute through informal negotiations, then the dispute will be submitted to the American Arbitration Association. The actual arbitration for the dispute resolution shall take place within ninety (90) days of submitting the dispute demand and it will take place in Seattle, Washington or over the telephone. The arbitration decision is final and binding, and it will provide for the payment of costs and attorney fees. The arbitration decision is not subject to judicial review and may be entered and enforced in any court of law of proper jurisdiction as a judgment of law or decree in equity.

23. SECURITY

Security for all personally identifiable information is extremely important to us. Unfortunately, no data transmission over the internet can be guaranteed to be 100% secure. As a result, while we strive to protect your personal information, MemberVault cannot ensure or warrant the security of any information you transmit via the internet. By transmitting any such information to MemberVault, you accept that you do so at your own risk.

24. INTERNATIONAL USERS

The Services and these Terms and Conditions are controlled, operated, and administered by MemberVault LLC located in Washington, United States of America (“USA”). MemberVault does not represent that the Services are appropriate for use in other locations. If you access our Services from a location outside of the USA, then you are responsible for complying with all the local laws. You acknowledge and agree that you may not access and use the Services in any way or manner prohibited by applicable laws and regulations of your country and region. You are solely and exclusively liable for upholding your local laws.

25. NO JOINT VENTURE OR PARTNERSHIP

No Joint Venture or Partnership/Agency relationship is created between you and MemberVault by your use of the Services and creation of a MemberVault account on MemberVault.co. You further agree that these Terms and Conditions will not be construed against us simply because we drafted them. You waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the fact that they are not signed by the parties.

26. YOUR CONDUCT

Please carefully choose the materials that you upload to, submit to, or embed on any website operated by MemberVault, and any communities or third-party forums operated by MemberVault. Any material you post on MemberVault's website or in any community or third-party forums operated by MemberVault may become public.

You are responsible for your material and for any liability that may result from the material that you or your members post. You participate, comment, and post material at your own risk. Any communication by you on the MemberVault website and any community or third-party forums operated by MemberVault, whether by leaving a comment, participating in a chat, public or private forum, or other interactive service, must be respectful. You may not communicate or submit any content or material that is abusive, vulgar, threatening, harassing, knowingly false, defamatory, or obscene or otherwise in violation of any law or the rights of others.

You are strictly forbidden from:

Harassing, fighting with, or being disrespectful to other MemberVault account holders
Causing damage to the MemberVault website and any community or third-party forums operated by MemberVault
Using the MemberVault website and any community or third-party forums operated by MemberVault to copy, store, host, transmit, send, use, publish or distribute any spyware, virus, worm, Trojan horse, keystroke logger or other malicious software
Using the MemberVault website and any community or third-party forums operated by MemberVault to transmit, send or deliver unsolicited communications or for other marketing or advertising purposes
Systematically or automatically collecting data from the MemberVault website and any community or third-party forums operated by MemberVault
Taking pictures and/or screenshots of any comments, posts, images, materials or any other content posted and/or shared by MemberVault and/ or MemberVault account holders without receiving their advance permission
Sharing any private and proprietary information, screen shots, comments, posts, pictures, materials or any other content posted and/or shared from other MemberVault account holders, with the public or with anyone who is not a MemberVault account holders
Using any third-party content without obtaining the appropriate permission from that third-party to use that content

MemberVault, in our discretion, may delete or modify, in whole or part, any post, comment or submission on our website and any community or third-party forums operated by MemberVault. MemberVault does not, however, have any obligation to monitor posts, comments, or material submitted by third parties. MemberVault neither endorses nor makes any representations as to the truthfulness or validity of any third-party posts, comments, or material on our websites or any community or third-party forums operated by MemberVault. MemberVault shall not be responsible or liable for any loss or damage caused by third-party posts, comments, or materials on our website and any community or third-party forums operated by MemberVault.

We may also post separate rules regarding your behavior in any online community or forum, whether hosted on the MemberVault website or a third-party website, which may be updated from time to time. You agree that you are bound by those rules, and they are expressly incorporated into these Terms and Conditions.

If, in MemberVault's sole discretion, your conduct violates these Terms and Conditions in any way, you agree that MemberVault may immediately and permanently terminate the Services and your access to the Content without refund.

27. TREATMENT OF MEMBERVAULT EMPLOYEES, CONTRACTORS, OWNERS

You acknowledge, understand, and agree that as part of the MemberVault platform Terms and Conditions, you are also agreeing to treat MemberVault staff, owners, contractors with respect and treat them fairly. No insults, harassment, bullying, and unnecessary fighting language shall be tolerated. MemberVault retains the right to cancel any member’s account if MemberVault employees, contractors or owners are subjected to unnecessary harassment, insults, bullying and fighting language.

28. SEVERABILITY

If any provision of these Terms and Conditions is held invalid or unenforceable, the remainder of these Terms and Conditions will remain in full force and the invalid or unenforceable provision will be replaced by a valid or enforceable provision.

29. ENTIRETY OF THE AGREEMENT

You acknowledge, understand, and agree that these Terms and Conditions constitutes the Entire Agreement between you, as the member, and MemberVault and it supersedes all prior and contemporaneous agreements, representations, and understandings between us.

30. CONTACT US

We welcome you to contact us if you have any questions, concerns, or comments regarding the terms in this agreement:

MemberVault LLC

MemberVault.co

policies@membervault.co

UPDATED AS OF January 29th, 2024.