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 OPTIONS
As of March 31, 2022, MemberVault permanently retired the following plans: Starter, Base, Pro, Pro Plus, and Lifetime plans (hereafter, collectively referred to as “legacy plans”). Moving forward, MemberVault will only offer one plan, the “Unlimited” plan for ninety-nine U.S. dollars a month ($99/month) or nine hundred ninety U.S. dollars a year ($990/year). The Unlimited plan will not have any limits to products, number of users, pages or any other type of limitations.
After April 1, 2022, any person or business wishing to create a MemberVault account, will have to go to the MemberVault’s website, create their account, sign up with their email and subdomain name. However, the account that gets created will be a clickable or interactive demo account. The account holders of the demo account will not be able to make any changes to the account. Demo accounts 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 paid status. A person is welcome to create a new demo account should they wish to revisit using MemberVault after their original demo account has expired.
If the account holder wishes to make updates or any changes to their MemberVault demo account, they will need to upgrade to the MemberVault Unlimited plan at $99/month or $990/year. By upgrading to the Unlimited plan, their account will be unlocked, and they will be able to customize their site and add, change or remove content.
4. MEMBERVAULT FREE ACCOUNT HOLDERS
Any account holder with MemberVault LLC who is currently on the free plan will continue to maintain the use of their free plan until June 30, 2022. This timeline provides a ninety days (90 days) grace period from the moment the legacy plans were retired by MemberVault on March 31, 2022. On July 1, 2022, all free accounts will be transitioned to “admin read-only” access for a period of one-year. Please note, that the “admin read-only” access will not permit you to add or make changes to your existing account/site. This means you cannot make any changes, add or delete anything from your existing account. Moreover, the users and visitors of this MemberVault site will no longer be able to access the site. When they visit the site/account URL, there will be a blank page or a page with a default message on it.
The advantage that “admin read-only” access will provide the account holder is the ability to view and export their content and data. Once the one-year period for the “admin read-only” access concludes, the account will be permanently deleted from the MemberVault platform. This means the account holder will no longer be able to access their account for any purpose – viewing, exporting content, or making changes.
5. 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.
6. PAID ACCOUNT HOLDERS BEFORE APRIL 1, 2022
If a MemberVault account holder is already on a paid plan (as opposed to using the free plan), then as of April 1, 2022, their account will be locked in for the price they were paying before April 1, 2022, so long as they maintain an active subscription. Furthermore, if any account holder on a paid plan is paying for the account with payment plans (this mostly concerns customers who have a “Lifetime” license), then that account holder will be required to continue making payments in a timely manner in order to preserve their account and lock in the price. Please note, should a paid account holder need to upgrade their account to a higher limit plan, they can do so by upgrading to the “Unlimited” plan at a price point of $99/month or $990/year. A 30% discount will be offered to any account holder who holds an active subscription for a legacy plan and wishes to upgrade to the “Unlimited” plan. Once they have upgraded, their legacy plan subscription will be canceled and their 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 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% on the Unlimited Plan 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 Unlimited Plan once the transfer of account ownership has been completed and confirmed by MemberVault.
Any MemberVault account holder is free to cancel their account at any time. However, should someone choose to cancel their account after April 1, 2022, their subscription will be canceled at the end of that billing cycle. Moreover, their account will transition to “admin read-only” access for a period of one year. After the conclusion of that one-year period, the account will be permanently deleted from the MemberVault platform. Should the person who canceled their account wish to come back to MemberVault at any time after cancellation, they will be required to pay either $99/month or $990/year. However, if the account holder wishes to come back to MemberVault after the one (1)-year admin read-only access has expired, then they will need to create a new MemberVault account because at that point, the previous account would have been permanently deleted.
8. ACCOUNT PAYMENTS AND TERMS
As of April 1, 2022, MemberVault, LLC will offer only 2 payment plans for its Unlimited plan. Account-holders can elect to pay either $99/month or $990/year.
If a customer is on the monthly plan, then they will be billed every thirty (30) days. If a customer is on the annual plan, then they will be billed once every year. The customer can cancel their account at any time. If they cancel midway through their payment cycle, their subscription is honored until the end of the cycle and then canceled to avoid rebilling.
A 30-day guarantee is offered on the purchase of the Unlimited monthly plan. Any person who purchases the monthly plan who determines within 30 days that they wish to cancel, will receive a full refund for their first month’s payment. The monthly subscription will be cancelled and the account will immediately transition to ‘admin read-only’ access for the period of one year.
9. CREDIT CARD TRANSACTIONS AND CHARGES
The payments for MemberVault accounts are handled via Samcart if the member has a paid subscription. Also, all the legacy annual plans (that are no longer available) are also handled via Samcart. The payment gateways that MemberVault uses on Samcart are PayPal and Stripe.
The accounts that have Lifetime Licenses (regardless of whether they paid in full or with payment plans) are not created or paid for inside Samcart. For the LIFETIME accounts, MemberVault uses its own checkout cart option and utilizes Stripe and PayPay 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 a total of four (4) times. Each time the payment fails, Samcart, Stripe, and PayPal send notification emails 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 canceled within the payment processor itself. Thereafter, MemberVault LLC will give a thirty (30)-day grace period to the account holder to reactivate/make a payment on their account. If the payment is made within those 30 days, then the account holder will be able to activate their account and reclaim their legacy pricing that they were paying before payments failed and the account was canceled.
However, if no payment is made within those 30-days, then the account holder will receive an admin read-only access for a period of one (1) year from the cancellation time. Similar to before, an admin read-only access 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 there. If the account holder wishes to activate their account after the initial 30-day grace period is over, then they will have to upgrade to the new pricing model at $99/month or $990/year.
MemberVault does monitor the failed payments, and when there is a third failed payment, someone from MemberVault personally reaches out to the member to see if the situation can be rectified.
If the payment plans on the LIFETIME accounts fail or go unpaid, then MemberVault will work with the member to resolve the payment issue and if necessary, should their original payment plan be canceled due to failed attempts, have them create a new payment plan and provide them with a coupon code to discount the new plan by the dollar ($) amount already collected.
11. 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.
12. 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.
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 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.
14. INTELLECTUAL PROPERTY RIGHTS
MemberVault company, as well as MemberVault.co and 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, 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 and authorization. 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 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 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 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.
15. 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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.
22. 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.
23. 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.
24. CONTACT US
We welcome you to contact us if you have any questions, concerns, or comments regarding the terms in this agreement:
UPDATED AS OF MAY 9th, 2022.