TERMS AND CONDITIONS


This website is owned and operated by MemberPoint, Inc. Throughout the Site, the terms “we”, “us”, “platform”, “MemberPoint” and “our” refer to MemberPoint, Inc. We offer this website, including all information, tools, and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies, and notices stated here. This includes the mobile and tablet versions as well as any other version of MemberPoint accessible via desktop, mobile, tablet, social media or other devices.

By visiting our site, you (“Personal User” or “Business User” collectively referred to as “Client” or “User”) engage in our “Service” and agree to be bound by the following terms and conditions (“Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms and Conditions apply to all users of the site, including without limitation users who are browsers, general users, business users, and/ or contributors of content.

PLEASE READ THE FOLLOWING TERMS AND DISCLAIMERS CAREFULLY BEFORE USING THE SERVICES.  IF YOU DO NOT AGREE WITH THESE TERMS, OUR PRIVACY POLICY, OR ANY OTHER OF OUR POLICIES, YOU SHOULD NOT USE THE SERVICES.

  1. MemberPoint – General Information

  • What we do. We offer a software platform (SaaS) for managing Customer Relationships, Membership and Installment based programs. To find out more information about what we do, please refer to our website.
  • Sole discretion. We reserve the right to add/discontinue any product or service anytime at our sole discretion.
  1. Eligibility

MemberPoint is strictly limited to parties who can lawfully enter into and form contracts on the Internet. If you are under age 18, you may not use our Services.

  1. Payment

Our Site accepts all major payment methods which include:

  • Visa (credit and debit cards)
  • MasterCard (credit and debit cards)
  • American Express
  • Any other payment method displayed on our Site through our payment provider Stripe.

We reserve the right to add or change our payment methods at sole discretion anytime.

  1. Pricing Policy

Prices shown on the Site are in US Dollars. Sometimes we need to make changes to the price of some of our products/services. When this happens, we’ll update the prices on our website. If you had placed your order for a product/service before the price change, the price will be as stated on our website at the time when you had placed your order.

  1. Subscriptions and Installments

  2. Once you  (personal user or business user) set up a Subscription or Installment plan, you hereby grant MemberPoint permission to automatically charge the fee to your chosen payment method at the beginning of each applicable payment period.
  3. Your access to the Subscription and Installment Services will not be established until MemberPoint has verified that the credit card or other payment information you provide MemberPoint for payment is accurate and that your payment method account is in good standing.
  4. You further agree that MemberPoint may charge any other applicable fees for the Service, including any early termination fee, to your payment method.
  5. You are required to keep your billing information current, complete and accurate (for example, if you move, be sure to update your billing address, if you get a new credit/debit card, make sure you update the card number and/or expiration date) and notify MemberPoint and the business if your selected payment method is cancelled (e.g., for loss or theft).
  6. MemberPoint does not offer prorated refunds for canceled subscriptions. All subscriptions are recurring and will automatically renew after the end of each paid subscription period.
  7. To make a cancellation of your subscription, you may cancel your Subscription Service in advance by initiating a cancellation request through sending a notice by email or otherwise the subscription shall automatically renew.
  1. Permitted use 

You agree to use the Site and the Services only for purposes that are permitted by these Terms and in compliance with all applicable laws, regulations, and generally accepted practices or guidelines in the relevant jurisdictions.

  1. Website License

MemberPoint hereby grants to the Client a limited, revocable, non-transferable, non-exclusive license to use the Website by displaying its content on computers, and downloading and printing pages from the Website, under the condition that (i) such activity is solely for personal, education or other noncommercial purposes; (ii) the Client does not modify or prepare derivative works from the Website; (iii) the Client does not obscure, alter, or remove any notice of copyright set forth on any pages of the Website; and (iv) the Client does not otherwise reproduce, redistribute, or publicly display the Website.

  1. License Grant for Other

MemberPoint grants to the Client a non-exclusive, revocable, non-transferable right to use the the services of the Software during the Term of this Agreement for the number of users allowed by MemberPoint and Third Party Apps for Business Users and Personal Users.

  • Software Service License – For Commercial/Business Users

If you are a “Commercial or Business User” (defined as the right to use, access, and consume the Services and Software) from an organization or group, including but not limited to a business or any other commercial entity, government entity, non-profit organization, or educational institution (each, a “Business User”) under one of MemberPoint pricing plans, then you are a “Business User”. Business Users are entitled to use our Site and Software Services for commercial use for their business only.

  • Software Service License – For Personal Users

You are a Personal User when you utilize the Services for your personal use and not for any business.

  1. Permitted Use For Clients

You will not (and will not attempt to):

  1. Access any of the Services by any means other than through the interface that is provided by MemberPoint;
  2. Gain unauthorized access to MemberPoint’s computer system or engage in any activity that interferes with the performance of, or impairs the functionality or security of the Site, the Services, MemberPoint’s networks, and computer systems;
  3. Access any of the Site or the Services through any automated means or with any automated features or devices (including use of scripts or web crawlers);
  4. Access or collect any personally identifiable information, including any names, email addresses or other such information for any purpose;
  5. Reproduce, duplicate, copy, sell, trade, or resell any aspect of the Site or the Services for any purpose; and
  6. Reproduce, duplicate, copy, sell, trade or resell any products or services bearing any trademark, service mark, trade name, logo or service mark owned by MemberPoint in a way that is likely or intended to confuse the owner or authorized user of such marks, names or logos.
  7. Use the platform and the services negligently, for fraudulent purposes or in an unlawful manner or partake in any conduct or action that could damage the image, interests or rights of the MemberPoint platform, it’s users or third parties.
  1. Send any kind of messages that are catalogued as SPAM. (2) Are harassing, abusive, defamatory, obscene, in bad faith, unethical or otherwise illegal content (3) distribute trojans, viruses or other malicious computer software (4) Any message with political or religious content (5) Any message with obscene or offensive content (6) Are intending to commit fraud, impersonating other persons, phishing, scams, or related crime (7) distribute intellectual property without ownership or a license to distribute such property (8) Breach, in any way, the terms of service, privacy policy or rules of this platform or the recipients (9) in violation of any applicable law, regulation or order.

MemberPoint reserves the right to terminate your access immediately, with or without notice, and without liability to you, if MemberPoint believes that you have violated any of these terms or interfered with the use of the platform or service by others.

 

  1. Risk

You use this Site at your own risk. You agree that you will be personally responsible for your use of this Site and all of your communication and activity on this Site. If we determine, in our sole discretion, that you engaged in prohibited activities, were not respectful of other users, or otherwise violated the Terms and Conditions, we may deny you access to this Site on a temporary or permanent basis and any decision to do so is final.

  1. Accounts, Registrations, and Passwords

If you use this Site and such use requires setting up an account and/or password(s), you are solely responsible for maintaining the confidentiality of your account and password(s) and for restricting access to your computer.  If you open an account, register, or otherwise provide us with any information, you agree to provide us with current, complete, and accurate information as requested by any forms. MemberPoint is not responsible for any errors or delays in responding to any inquiry or request caused by any outdated or incorrect information provided by you or any technical problems beyond the control of MemberPoint. You acknowledge and agree that any login, identifier, or password issued in connection with this Site (each a “Password”) is confidential information and must be kept secure. You may not disclose such a Password to another person or entity or permit another entity to access the Site using such a Password. You must notify MemberPoint immediately of any breach of security or unauthorized use of your account. MemberPoint cannot be responsible and disclaims all liability in connection with, the use of any information that you post or display on this Site.

  1. Intellectual Property Rights

Your use of the Site and its contents grants no rights to you concerning any copyright, designs, and trademarks and all other intellectual property and material rights mentioned, displayed, or relating to the Content (defined below) on the Site.  All Content, including third party trademarks, designs, and related intellectual property rights mentioned or displayed on this Site, are protected by national intellectual property and other laws. Any unauthorized reproduction, redistribution or other use of the Content is prohibited and may result in civil and criminal penalties. You may use the Content only with our prior written and express authorization. To inquire about obtaining authorization to use the Content, please contact us at hello@memberpoint.io

In addition to the intellectual property rights mentioned above, “Content” is defined as any graphics, photographs, including all image rights, sounds, music, video, audio, or text on the Site.

  1. Monitoring Activity

MemberPoint has no obligation to monitor this Site or any portion thereof. However, we reserve the right to review any posted content and remove, delete, redact or otherwise modify such content, in our sole discretion, at any time and from time to time, without notice or further obligation to you. MemberPoint has no obligation to display or post any content. MemberPoint, subject to the Privacy Policy reserves the right to disclose, at any time and from time to time, any information or posted the content that it deems necessary or appropriate, including without limitation to satisfy any applicable, law, regulation, contractual obligation, legal, dispute process, or governmental request.  

  1. Digital Millennium Copyright Act

MemberPoint expects all users to respect the intellectual property rights of others. MemberPoint may remove material that appears in its sole discretion to infringe upon the intellectual property rights of others and we will terminate the access rights of any repeat infringer. If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may notify us at hello@memberpoint.io.  The notification must include the following information: physical or electronic signature of the owner or authorized agent of the owner of the allegedly infringed work; identification of the allegedly infringed work; identification of the material that is claimed to be infringing and reasonably sufficient information for MemberPoint to locate the material; contact information of the notifying party, such as an address, telephone number, and email; a statement that the notifying party has a good faith belief that the use of the material in the manner complained of is not authorized by the owner of the allegedly infringed work, its agent or the law; and a statement, under penalty of perjury that the information in the notification is accurate and the notifying party is the owner or authorized agent of the allegedly infringed work.

  1. Disclaimer

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MEMBERPOINT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY (A) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE SITE AND ITS CONTENT, INCLUDING THE INFORMATION, DATA, SOFTWARE, OR PRODUCTS CONTAINED THEREIN, OR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. THE SITE AND ALL CONTENTS THEREIN AND COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND YOUR USE OF THE SITE IS AT YOUR OWN RISK.

MemberPoint will provide its services with reasonable skill and care but does not give any guarantees, warranties or representations in respect of any other person’s services.

Because of the nature of the internet, MemberPoint provides and maintains the platform on an “as is”, “as available” basis and makes no promise that use of the platform will be uninterrupted or entirely error free. We are not responsible to you if we are unable to provide our internet services for any reason beyond our control.

Our platform may from time to time contain links to other web sites which are not under the control of and are not maintained by us. These links are provided for your convenience only and we are not responsible for the content of those websites.

Except as expressly provided above we can give no other warranties, conditions or other terms, express or implied, statutory or otherwise and all such terms are hereby excluded to the maximum extent permitted by law.

You will be responsible for any breach of these terms by you and if you use the platform in breach of these terms you will be liable to and will reimburse MemberPoint for any loss or damage caused as a result.

MemberPoint will not be liable in any amount for failure to perform any obligation under this agreement if such failure is caused by the occurrence of any unforeseen event beyond its reasonable control including without limitation Internet outages, communications outages, fire, flood, war, malfeasance or act of God.

These terms do not affect your statutory rights as a consumer which are available to you.

Subject as aforesaid, to the maximum extent permitted by law, MemberPoint excludes liability for any loss or damage of any kind howsoever arising, including without limitation any direct, indirect or consequential loss whether or not such arises out of any problem you notify to MemberPoint and MemberPoint shall have no liability to pay any money by way of compensation, including without limitation all liability in relation to:

  • Any incorrect or inaccurate information on the platform.
  • The infringement by any person of any Intellectual Property Rights of any third party caused by their use of the platformor any product or service purchased through the 
  • Any loss or damage resulting from your use or the inability to use the platform or resulting from unauthorized access to, or alteration of your transmissions or data in circumstances which are beyond our control.
  • Any loss of profit, wasted expenditure, corruption or destruction of data or any other loss which does not directly result from our gross negligence or intentional misconduct.
  • Any amount or kind of loss or damage due to viruses or other malicious software that may infect a user’s computer equipment, software, data or other property caused by persons accessing or using content from the platform or from transmissions via emails or attachments received from MemberPoint.
  • All representations, warranties, conditions and other terms which but for this notice would have effect.
  1. Limitation of Liability

You agree that in no event shall MemberPoint be liable to you, or any third party, for any lost profits, incidental, consequential, punitive, special, or indirect damages arising out of or in connection with the Site or the Terms and Conditions, even if advised as to the possibility of such damages, regardless of whether the claim for such damages is based in contract, tort, strict liability or otherwise. This limitation on liability includes, but is not limited to, any (i) errors, mistakes, or inaccuracies in any Content or for any loss or damage of any kind incurred by you as a result of your use of or reliance on the Content; (ii) the transmission of any bugs, viruses, Trojan horses or the like which may infect your equipment, failure of mechanical or electronic equipment; (iii) unauthorized access to or use of the Site or MemberPoint’ secure servers and/or any personal information and/or financial information stored therein; or (iv) theft, operator errors, strikes or other labor problems or any force majeure.

MemberPoint is not responsible for the accuracy, security or legality of the information provided by users through the contracts or through registration as a user on the platform. MemberPoint does not represent the services of the organizations, companies or entities that users represent through their user accounts.

We do not guarantee that the information available on the platform is accurate, complete or up to date. Any use of the material provided on the platform is at your own risk and responsibility.

MemberPoint is not responsible for damages to the physical or moral integrity of persons, such as injury, death or any other moral damage such as threats, insults and defamation that may fall on a natural person, as a result of the communications established on the platform. The communications and relationships established between users as a result of any connection within the MemberPoint platform are the sole and exclusive responsibility of the users.

MemberPoint and its affiliates do not provide any tax, legal or accounting advice. The information available on the website is for informational purposes only, and is not intended to provide, and should not be relied on for tax, legal or accounting advice. You should consult your own tax, legal and accounting advisors/attorneys before engaging in any transaction. MemberPoint is not responsible for drafting of related legal matters.

In the event that one or more users or any third party initiates any type of claim or legal action against another user or users, each and every user involved in such claim or action releases MemberPoint from any and all liability.

  1. Indemnification

You agree to indemnify and hold MemberPoint and its subsidiaries, affiliates, officers, directors, agents, and employees, harmless from and against any suit, action, fine, claim, demand, penalty or loss, including reasonable attorneys’ fees, made by or resulting from any third party due to or arising out of your use of the platform or Site, breach of the Terms and Conditions or the materials it incorporates by reference, or your violation of any law, regulation, order or other legal mandates, or the rights of a third party.

  1. Dispute Resolution & Governing Laws

These Terms and Conditions shall be governed by and construed in accordance with the laws of California, USA, and you hereby submit to the exclusive jurisdiction of the California Courts where MemberPoint is based in.

YOU AND MEMBERPOINT AGREE TO SETTLE ALL DISPUTES BETWEEN US BY BINDING ARBITRATION OR, IF APPLICABLE, IN SMALL CLAIMS COURT PURSUANT TO SMALL CLAIMS RULES. YOU AGREE TO NOTIFY US (AND WE AGREE TO NOTIFY YOU) IN WRITING OF THE NATURE OF THE DISPUTE AT LEAST 45 DAYS BEFORE INITIATING BINDING ARBITRATION OR SMALL CLAIMS COURT ACTION. YOU AND MEMBERPOINT WILL ATTEMPT TO RESOLVE THE DISPUTE INFORMALLY. EXCEPT FOR SMALL CLAIMS COURT CASES THAT QUALIFY, ANY DISPUTE BETWEEN YOU AND MEMBERPOINT THAT CANNOT BE RESOLVED AFTER 45 DAYS WILL BE FINALLY RESOLVED BY A SINGLE NEUTRAL ARBITRATOR IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT (“FAA”). YOU UNDERSTAND THAT THERE IS NO JUDGE OR JURY IN AN ARBITRATION AND THAT YOU WILL HAVE NO RIGHT TO EITHER. YOU ALSO UNDERSTAND THAT THE ABILITY OF PARTIES TO CONDUCT DISCOVERY IS MORE LIMITED IN ARBITRATION THAN IT IS IN COURT. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S OR ENTITY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. ANY ARBITRATION OR ACTION IN SMALL CLAIMS COURT MUST BE BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. IF FOR ANY REASON A DISPUTE IS PERMITTED TO BE BROUGHT IN COURT, WE BOTH AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL IN ANY COURT ACTION. YOU ACKNOWLEDGE AND AGREE THAT THE FAA GOVERNS THIS AGREEMENT TO ARBITRATE, THAT THE EXISTENCE AND VALIDITY OF THIS AGREEMENT WILL BE DETERMINED IN ACCORDANCE WITH THE FAA, THAT ANY ARBITRATION BETWEEN YOU AND MEMBERPOINT WILL BE CONDUCTED IN ACCORDANCE WITH THE FAA, AND THAT ANY STATE ARBITRATION STATUTE OR PROCEDURE DOES NOT APPLY. THE ARBITRATION WILL BE CONDUCTED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER ITS RULES, INCLUDING THE AAA’S SUPPLEMENTARY PROCEDURES FOR CONSUMER-RELATED DISPUTES. THE AAA’S RULES ARE AVAILABLE AT WWW.ADR.ORG OR BY CALLING 1-800-778-7879. PAYMENT OF ALL FILING, ADMINISTRATION, AND ARBITRATOR FEES WILL BE GOVERNED BY THE AAA’S RULES. MEMBERPOINT WILL REIMBURSE THOSE FEES FOR CLAIMS TOTALING LESS THAN $10,000 UNLESS THE ARBITRATOR DETERMINES THE CLAIMS ARE FRIVOLOUS. MEMBERPOINT WILL NOT SEEK ATTORNEYS’ FEES AND COSTS IN ARBITRATION, UNLESS THE ARBITRATOR DETERMINES THE CLAIMS ARE FRIVOLOUS. YOU MAY CHOOSE TO HAVE THE ARBITRATION CONDUCTED BY TELEPHONE OR OTHER REMOTE SERVICE, BASED ON WRITTEN SUBMISSIONS, OR IN PERSON IN THE COUNTY WHERE YOU LIVE OR AT ANOTHER MUTUALLY AGREED LOCATION.

  1. Privacy & Cookies

For more information on how we collect your information and cookies, please refer to our Privacy Policy and Cookie Policy.

  1. Changes

We may change the platform and these terms at any time, in our sole discretion and without notice to you. You are responsible for remaining knowledgeable about these terms. Your continued use of the site constitutes your acceptance of any changes to these Terms and any changes will supersede all previous versions of the terms. Unless otherwise specified herein, all changes to these Terms apply to all users and take effect upon posting on MemberPoint’s platform and websites. Furthermore, we may terminate this agreement with you under these Terms at any time by notifying you in writing (including by email) or without any warning.

  1. Electronic Communications

When you visit the Site or send us e-mails, you are communicating with us electronically. In so doing, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communication is in writing.

By using our site and/or services, you agree to opt-in and receive SMS/Text Messages and that you may receive text message communication, including promotional messages . 

If you are sending SMS/ Text messages to others, you must first verify that you have received their consent and are following all Telephone Consumer Protection Act (TCPA) compliance requirements prior to sending.

  1. Severability

If any part of these Terms is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired, and the offending provision will be deemed modified to the limited extent necessary to preserve enforceability. Our failure or delay in enforcing any provision of these Terms at any time does not waive our right to enforce the same or any other provision(s) hereof in the future.

Any rights not expressly granted herein are reserved.

  1. Assignment

We shall be permitted to assign, transfer, or subcontract our rights and obligations under these terms without your consent or any notice to you. You shall not be permitted to assign, transfer, or subcontract any of your rights and obligations under this agreement.

  1. Force Majeure

MemberPoint is not liable for any delays caused by circumstances beyond MemberPoint’s control, e.g. general labor dispute, extreme weather, acts of war, fire, lightning, terrorist attacks, changed governmental orders, technical problems, defects in power- /tele-/computer communications or other communication and defects or delays in the service by sub-suppliers due to circumstances set forth above.

  1. Entire Agreement

These Terms and Conditions set forth the entire understanding and agreement between you and MemberPoint concerning the subject matter herein and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written concerning the Site. A printed version of these Terms and Conditions and any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Any rights not expressly granted herein are reserved. You may not assign the Terms and Conditions, or assign, transfer or sublicense your rights therein. A failure to act concerning a breach by you or others does not waive MemberPoint’s right to act concerning subsequent or similar breaches.

  1. Term and Termination

This agreement becomes effective the date that you first access the Site and remains effective until it is terminated consistent with its terms. Violations of this agreement may result in the immediate termination of this agreement and denials or terminations of your access to the Site. Such restrictions may be temporary or permanent. Upon termination, your right to use this Site shall be revoked. All disclaimers, limitations of liability, indemnities, and rights of ownership and licenses to MemberPoint shall survive any termination.

  1. Contact Us

For any questions, complaints, and queries or to report any violations, kindly send an email on hello@memberpoint.i