TERMS AND CONDITIONS
This Terms and Conditions agreement is entered into by and between You and MemberVault, LLC (hereafter, “MemberVault”, “Website”, “Site”, “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 MemberVault.co and MemberVault platform, as well as any other application, media channel, or tool related to MemberVault and its business purpose.
You understand, acknowledge, and accept that by accessing this Website, you are bound by all of these Terms and Conditions presented to you in this very agreement. By using our Website 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.
2. GENERAL TERMS
MemberVault is a SAAS platform. This means that the platform’s product 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 ACCOUNT PLAN OPTIONS
When creating or registering an account on MemberVault.co, you would have noticed that MemberVault offers different account plans. You, as the consumer or customer, have the option to choose a FREE account that is limited to one hundred (100) users and three (3) available products. You are welcome to begin a paid plan at any time by either choosing the STARTER PLAN, BASE PLAN, PRO PLAN or the PRO+ PLAN. The STARTER PLAN is capped at one thousand (1000) users, the BASE PLAN is capped at ten thousand (10,000) users, the PRO PLAN is capped at one hundred thousand (100,000) users and the PRO+ PLAN is capped at one million users (1,000,000). Monthly and annual subscriptions are offered for each one of these plans. The prices are subject to change at MemberVault’s sole and exclusive discretion and decision.
MemberVault currently offers one (1) lifetime plan account: LIFETIME PRO. This lifetime plans is capped at one million (1,000,000) users. All available plans can be reviewed in a member’s account under the ‘Account Plans’ option in their admin menu.
MemberVault reserves the right to change the inclusions of any plan at their discretion and will provide users with a minimum of thirty (30) days notice regarding any intended plan changes.
4. ACCOUNT PAYMENTS AND TERMS
We offer two main types of accounts – free and paid. Our FREE account has a 100 user capacity and three (3) available products. Our paid plans start at various prices and they too have user capacities. All paid plans provide the ability to host an unlimited number of products.
If a customer is on one of the paid plans, they will be billed every thirty (30) days if they have selected a monthly subscription or every three-hundred and sixty-five (365) days if they have selected an annual subscription. The customer can cancel or downgrade their account at any time. If they cancel midway through their payment cycle their subscription is honoured until the end of the cycle and then cancelled to avoid rebilling. When a paid subscription is cancelled, the member’s MV account is downgraded back to the FREE PLAN at the time their billing cycle ends. Subscription payments are non-refundable.
If that member has more than 100 people within their account, then their account will be noted as ‘overlimit’. In this case MemberVault will notify the member both by email and by including a notification within their account that tells the member they have a seven (7) day grace period to take action before the account is locked and their account people lose access to their content or courses. Taking action on an account means either reducing the list to hundred (100) or less people, or re-upgrading to a paid subscription to have more room for people.
If the member of an overlimit account does not take action during the 7-day grace period, then MemberVault will set their products as “inactive” status until action is taken. When the products are in an “inactive” state, the member’s users will not be able to access those products any longer, even if they had access previously.
Aside from the monthly or annual subscription options to our platform, there is also the option to purchase a LIFETIME PRO account. A lifetime account license is considered final sale and are not subject to any refunds and are non-transferable. This applies to both payments made in full and to payment plans. Lifetime Licenses are for the lifetime of the platform.
*Please note that Lifetime Members who are deemed as repeat offenders of copyright infringement as outlined in our Digital Millennium Copyright Act (DMCA) Policy will not be entitled to a refund should their account be closed down due to infringement.
5. CREDIT CARD TRANSACTIONS AND CHARGES
The payments for MemberVault accounts are handled via Samcart if the member has either a STARTER, BASE, PRO or PRO+ subscription. The payment gateways that MemberVault uses on Samcart are PayPal and Stripe.
The accounts that have Lifetime License (regardless whether they paid in full or with payment plans) are not created or paid for inside Samcart. For the LIFETIME account MemberVault uses its own checkout cart option and utilizes Stripe and PayPal for the payment gateways.
In the event that a payment made by the member to MemberVault fails (for whatever reason), then Samcart, Stripe and PayPal re-attempt the payment and three (3) other additional times. Therefore, all in all, both payment gateways try to capture the payment for a total of four (4) times. Each time the payment fails, Samcart, Stripe and PayPal send notification email to the member letting them know that their payment did not go through.
If all four (4) attempts to collect payment by the processors fail, the member’s MemberVault subscription is automatically cancelled within the payment processor itself. Thereafter, MemberVault manually downgrades the member’s account to the FREE plan. The ‘overlimit’ process would apply if they have more than 100 people in their account.
MemberVault does monitor the failed payments, and when there is a third failed payment, someone from MemberVault personally reaches out to the member to see if the situation can be rectified.
If the payment plans on the LIFETIME accounts fail or go unpaid, then MemberVault will work with the member to resolve the payment issue and if necessary, should their original payment plan be cancelled due to failed attempts, have them create a new payment plan and provide them with a coupon code to discount the new plan by the dollar ($) amount already collected.
6. INACTIVE/ABANDONED ACCOUNTS
MemberVault reserves the right to remove any free account (or the content within the account) if the account remains dormant for three-hundred and sixty-five (365) days or more. An account is deemed inactive/abandoned if there has been no activity from the account owner (admin activity) within a period of three-hundred and sixty-five (365) days or more. Notification of impending account or content removal will not be provided. You are responsible for keeping your account active and for keeping a backup copy of your content. Accounts or content removed from the platform due to inactivity cannot be recovered.
8. DISCLAIMER AND WARRANTIES
MemberVault LLC, and therefore the MemberVault platform 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. Although MemberVault does and will continue doing everything in its power to make sure the provided information, product or service is accurate and up to date, every person or entity must do their due diligence before they use said service or product. MemberVault disclaims any and all liability that might arise out of inaccurate, not up to date or erroneous data and information that is present on MemberVault. The SAAS and any third-party software, services, and products are all provided “as is” without any representations or warranties.
As a user of the MemberVault platform with your own account (regardless of whether it’s a free or paid 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.
9. MEMBERVAULT MAKES NO GUARANTEES AS TO THE 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 any MemberVault resources and products. Any testimonials or customer journey stories you might see displayed on our website at MemberVault.co or the MemberVault platform in general is 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. Moreover, MemberVault is not liable to you in any way if you do not achieve results that you saw on the platform.
10. 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 are effective immediately as soon as the Terms and Conditions policy is published to the MemberVault.co website. If you continue using the Website after we post our changes to the Terms and Conditions, it means that you have read the new Terms and Agreement policy and understand, acknowledge, and agree to these updated or changed terms.
11. INTELLECTUAL PROPERTY RIGHTS
MemberVault company, as well as MemberVault.co and MemberVault platform for our customers are all our proprietary property unless otherwise indicated. We have complete and exclusive ownership and control of any source code, databases, functionality, software, website designs, audio, video, text, photographs, membership platform, subscriptions, and graphics on the Site (hereafter, “Content”) and the trademarks, service marks, and logos contained therein (hereafter, “Marks”). The Content and Marks are 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 copy, modify, amend, imitate, alter or use any of MemberVault’s intellectual property without our prior written consent. Nothing in this Agreement shall transfer ownership of or rights to any intellectual property of the Company to the User, nor grant any right or license other than those stated in this Agreement.
As a visitor and user of MemberVault platform and website, you are given a limited license and are not permitted to break the boundaries of that license. This means you own the content you yourself create within your MemberVault 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 LLC and MemberVault platform.
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 Website for any illegal or unauthorized purpose. In addition, you will not engage in unauthorized framing of or linking to the Website; attempt to impersonate another user; interfere with the Website in a way that affects other people’s quality of use of the Website; or attempt to bypass or hack any measures of the Site designed to prevent or restrict access to the Site or to any portion of the Site.
Content belonging to MemberVault LLC 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.
12. THIRD-PARTY RESOURCES AND CONTENT
Our Website and/or MemberVault platform may contain links to third-party websites and resources, as well as articles, blog posts, photographs, quotations, software, and information in general.
Such Third-Party resources and links are not monitored or controlled by our Website or Company. 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 LLC is not in any way liable 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.
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 rises out of the member’s use or reliance on our Site or SAAS. You indemnify MemberVault from any and all claims including those related to personal or business interruptions, or any other loss, condition, or issue.
14. UPDATES AND INTERRUPTIONS TO THE SITE
We reserve the right to change, modify, or remove the contents of the Site 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 our Site is 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 Site and/or Service 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 Site, change prices, or suspend or discontinue the Site. We cannot guarantee that the Site will be available at all times. We may experience downtime, technical or software difficulties, or we may simply decide to discontinue for whatever reason. In the event that the Site is going to discontinue, you will be notified beforehand.
You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use our Site.
We do not have any obligation to provide updates or modifications or to continue to provide particular aspects of the Service.
15. GOVERNING LAW
These Terms and Conditions agreement and your access and use of our Site and Platform are governed by and construed in accordance with the laws of the United States and the state of Washington.
16. BINDING ARBITRATION
If a dispute arises between You and MemberVault LLC, 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.
17. INTERNATIONAL USERS
This Website and these Terms and Conditions are controlled, operated, and administered by MemberVault LLC located in Washington, United States of America (“USA”). If you access the Website and 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 this Website and its contents and 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.
If you operate within the European Economic Area or are an EU Resident, you can view and download our Data Processing Agreement here.
18. NO JOINT VENTURE OR PARTNERSHIP
No Joint Venture or Partnership/Agency relationship is created between You and MemberVault by your use and creation of 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.
19. ENTIRETY OF THE AGREEMENT
You acknowledge, understand, and agree that these Terms and Conditions Agreement constitutes the Entire Agreement between you, as the member, and MemberVault and it supersedes all prior and contemporaneous agreements, representations, and understandings between us.
We welcome you to contact us if you have any questions, concerns, or comments regarding the terms in this agreement:
EFFECTIVE AS OF JUNE 25th, 2021.