Terms and Conditions

The following terms and conditions of use (the “Terms”) constitute an agreement between you (the “User,” “You,” or “Your”) and Conure Studios LLC DBA MemberVault and its affiliates and subsidiaries (collectively, the “Company,” “our,” “us,” or “we”). These Terms govern your use of and access to the Service detailed below and are a legally binding agreement between You and the Company.

  1. INTRODUCTION

By accessing the website https://membervault.co and/or https://*.vipmembervault.com (collectively the “Site” or “Website”), submitting information to us or using the Service constitutes your Agreement to these Terms and you consent to the collection, use and disclosure of information as described in these Terms and our Privacy Policy which is incorporated into and forms a part of these Terms. If you do not agree to these Terms you must not submit information to or register an account with us, access the Site or use the MemberVault course platform and software application (the “Service”).

The Company provides a platform for hosting online courses, products, and other content.  We reserve the right, acting in our sole discretion and at any time, to revise these Terms, including the Privacy Policy. It is your responsibility to ensure that You are aware of the current Terms when you access or use the Site.

  1. GENERAL TERMS

In order to access and use certain features of the Service you will be required to register an “Account” through the Site.   To access or use the Service, you must be eighteen (18) years or older and have the requisite power and authority to enter into these Terms.  You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by the Company.

You understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You must not transmit any worms or viruses or any code of a destructive nature. You agree that You will not interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service.

The Company may monitor, terminate or suspend Your Account at any time. The Company may immediately, and without prior notice, terminate Your ability to access the Service or portions thereof for any reason including, without limitation: (i) if You violate or otherwise fail to strictly comply with any term or provision of these Terms, (ii) if we have determined that Your use has created or potentially will create risk or legal exposure for the Company, or (iii) in response to requests by law enforcement or other government agencies.  

You acknowledge and agree that any termination or suspension of Your Account may be made by us in our sole discretion and that we shall not be liable to You or any third-party for any termination or suspension of Your Account or access to the Service.

The Company may use third-party hosting partners to provide technology required to run the Service. You agree to indemnify, defend, and hold harmless the Company and its suppliers from any and all loss, cost, liability, and expense arising from or related to Your data, Your use of the Service, or Your violation of these terms.

  1. PRIVACY LAWS

You acknowledge and agree that any personal information, emails, and/or customer data provided by You to the Company or through Your use of our Service, has been collected lawfully according to applicable privacy laws, including the General Data Protection Regulation (GDPR). We agree to utilize this data only for the purposes set forth herein. We will fulfill our obligations to keep such data secure as outlined in our Privacy Policy.

  1. UPDATES OF SITE AND/OR SERVICE

You acknowledge and agree that the Site and Service are under continual development and may include updates. You further acknowledge and agree that You may be required to accept updates to the Site and/or Service from time to time in order to continue to access the Site and/or Service and Your Account.

You acknowledge and agree that the Company may update, modify, and/or discontinue any aspect of the Site and/or Service, by remotely installing updates or otherwise, without Your consent or approval and with or without prior, or any, notice to You and that the Terms apply to those updates and modifications.  We do not have any obligation to provide updates or modifications or to continue to provide particular aspects of the Service.

  1. ACCOUNT OPTIONS

You always have the choice of a free or paid account.  With a FOREVER FREE ACCOUNT you will be limited to two (2) products with each product having unlimited modules and content.  With a PAID ACCOUNT you are allowed unlimited products, as well as access to our payment processing option.

  1. CANCELLATION AND TERMINATION

If you choose to purchase a paid account, you have two payment options.

    1. Monthly Payments. If you sign up for a monthly account, the credit card you have chosen to have on file will be charged the billing amount as agreed upon at the point of purchase every thirty (30) days.  You may cancel anytime prior to your next billing date. Upon cancellation if You have more than two (2) products in your account, all of Your products will be set to ‘inactive’ until You delete all products except two (2).  You will also loose access to the payment gateway.
    2. Annual Payments.  Your Account will renew on an annual basis.  Should you wish to cancel the next payment, You must notify us prior to the renewal date.  There are no refunds for annual payments.  Should You choose to cancel prior to the end of twelve (12) months, you will receive pro-rated ‘MemberVault Bucks’ to utilize with MemberVault.
    3. If your card is declined for any payment, we will send an email and reach out to You for updated billing information.  Should payment not be up to date within fourteen (14) days, Your account will be automatically downgraded to a Free Account.
    4. If you wish to cancel your Account or upgrade or downgrade your Account, please email mike@membervault.co. 
  1. DISCLAIMERS AND WARRANTIES

The Company makes no representation or warranty that the Service or other information provided, regardless of its source, are accurate, complete, reliable, current or error-free. The Company disclaims all liability for any inaccuracy, error or incompleteness in the Service. The Service and any third-party software and services are provided “as is,” with no warranties whatsoever. The Company and such third parties expressly disclaim to the fullest extent permitted by law all express, implied, and statutory warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, title, and non-infringement of proprietary rights and any warranties regarding the security, reliability, timeliness, and performance of the software or service and such third party software or services.

You acknowledge that You will keep a backup copy of any content You upload and/or transmit through the Service and the Company will not be held liable should content be lost.

You may use the Site and Service for lawful purposes only, this includes Your Public ‘Teaser’ Account and all content You upload onto the platform. You shall not upload or transmit through the Site any material which violates or infringes the rights of others, or which is threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, contains injurious formulas, recipes, or instructions, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law. 

Any testimonials or examples shown through Company’s Website are only examples of what may be possible. There can be no assurance as to any particular outcome based on the use of the Service. You acknowledge that the Company has not and does not make any representations as to the future result that may be derived as a consequence of use of the Service.

  1. INTELLECTUAL PROPERTY RIGHTS

All logos, domain names, website content and other intellectual property are the exclusive property of the Company. You will not copy, imitate, modify, alter, amend or use any of the 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.

You agree that any and all content You upload and/or transmit through the Service is lawfully owned by You. You agree that You own the copyright or have the proper permissions for all content and images You upload and/or transmit through the Service.  Our Company will not be held liable for any copyright claims against your content.  If you believe that material available on our Site infringes on your copyright(s), please notify us by submitting a Digital Millennium Copyright Act DMCA notice. After we receive a valid and complete notice, we will investigate, remove the material, and make a good faith attempt to contact the user who uploaded the material, via email.

  1. LIMITATION OF LIABILITY

YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ANY OTHER DAMAGES ARISING OUT OF YOUR USE OF THE SITE OR SERVICES. ADDITIONALLY, CONURE STUDIOS LLC DBA MEMBERVAULT IS NOT LIABLE FOR DAMAGES IN CONNECTION WITH (I) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE; (II) LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; AND (III) THIRD PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF YOUR INFORMATION OR PROPERTY, REGARDLESS OF OUR NEGLIGENCE, GROSS NEGLIGENCE, FAILURE OF AN ESSENTIAL PURPOSE AND WHETHER SUCH LIABILITY ARISES IN NEGLIGENCE, CONTRACT, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. THE FOREGOING APPLIES EVEN IF CONURE STUDIOS LLC DBA MEMBERVAULT HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE DAMAGES. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR THE DAMAGES, OUR LIABILITY IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL CONURE STUDIOS LLC DBA MEMBERVAULT CUMULATIVE LIABILITY TO YOU EXCEED $100.

  1. THIRD PARTY RESOURCES

The Site and/or Service may contain links to third-party websites and resources. You acknowledge and agree that we are not responsible or liable for the availability, accuracy, content or policies of third party websites or resources. Links to such websites or resources do not imply any endorsement by or affiliation with the Company. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

  1. RELEASE OF CLAIMS

In no event will the Company be liable to any party for any type of direct, indirect, special, incidental, or consequential damages for any use of or reliance on our Site or Service.  You hereby release the Company from any and all claims including those related to personal or business interruptions, misapplication or information, or any other loss, condition, or issue.

  1. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms (and any further rules, policies or guidelines incorporated by reference therein) shall be governed by and construed in accordance with the laws of the State of Virginia, without giving effect to any principles of conflicts of law. Should any provision of this Agreement be or become invalid, illegal, or unenforceable under applicable law, the other provisions of this Agreement shall not be affected and shall remain in full force and effect.  If a dispute is not resolved first by good-faith negotiation between the parties to this Agreement, any controversy or dispute to this Agreement will be submitted to the American Arbitration Association. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand and shall take place in Richmond, Virginia or via telephone. The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety (90) day period. The written decision of the arbitrators (which will provide for the payment of costs, including attorneys’ fees) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or decree in equity, as circumstances may indicate.

  1. ASSIGNMENT

These Terms bind and inure to the benefit of the parties’ successors and assigns. These Terms are not assignable, delegable or otherwise transferable by You. Any transfer, assignment or delegation by you is invalid.

  1. ENTIRE AGREEMENT; WAIVER; HEADINGS 

This Agreement constitutes the entire agreement between you and the Company pertaining to the Site and Service and supersedes all prior and contemporaneous agreements, representations, and understandings between us. No waiver of any of the provisions of this Agreement by the Company shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Company. The subject headings of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.

If you have any questions or concerns regarding these Terms and Conditions, please email: mike@membervault.co      

Updated: May 2018