memberGRIP Terms of Service

ACCEPTANCE OF TERMS


IMPORTANT -- READ CAREFULLY: BY CHECKING THE "I ACCEPT MEMBERGRIP TERMS OF SERVICE" CHECKBOX OR BY UTILIZING THE MEMBERGRIP MEMBERSHIP MANAGEMENT SERVICE YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

Welcome to the memberGRIP Membership Management System service ("Service"). Your use of the Service is subject to these Terms of Service. This is a legal agreement ("Agreement") between You and GRIP Software Solutions Ltd, for use of the memberGRIP Membership Management System service. "You" refers to any individual, company or other legal entity ("you", and "your") who wishes to use the Service, whether as GRIP Software Solutions customer ("Customers"), as a member of a Customer ("Members", and together with Customers, "Users") and agrees to the "I accept the Terms of Service" checkbox option on the Service Sign Up page while registering for the Service, or, if the Service is being used on behalf of an entity by an individual authorized to agree to such terms on behalf of such entity, then "You" refers to such entity. If You do not agree with the terms of this Agreement, do not select the Terms of Service checkbox and do not use the Service.

GRIP Software Solutions reserves the right to update and change the Agreement from time to time without notice or acceptance by You. The Agreement will also be applicable to the use of the Service on a trial basis. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you. If you do not agree with any changes to these Terms of Service you may terminate your agreement with us by notifying us at the contact address provided in that notice. By continuing to use the Service you signify your acceptance of all such amendments.

The website and any downloadable software associated with the Service are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

Description of Service and License

The Service includes, and is limited to, a web site allowing You access to and use of a memberGRIP account and the tools associated with the account. "memberGRIP" referred to herein means the memberGRIP Membership Management System, a server-based software product that allows organisations to manage their members data (Members database), communicate with members through text messaging (SMS), emails and newsletters, create and administer events and more as well as allows members of these organisations to access their accounts and manage their data. A "memberGRIP Account" or "Account" referred to herein means a web site, provided by GRIP Software Solutions in exchange for Your payments, where You may use memberGRIP to create, update, share, and publish information, data, text, software, messages or other materials ("Content").

If you are a Customer, you acknowledge and agree that your Audience is required to accept these Terms of Use prior to us granting them access to the Service, and that you have obtained all required consents with respect to any personal information provided by you to us in respect of their Members, and you acknowledge that all required consents are provided to us to use such personal information for the purposes of operating the Service.

Upon your entering into these Terms of Service, we grant to you a non-exclusive, non-transferable, limited license to access and use the Service as User or public visitor, as applicable. You also understand and agree that the Service may include certain communications from us and our service providers, such as service announcements, administrative messages and other announcements, and that these communications are considered part of Service and you will not be able to opt out of receiving them.

"Support" referred to herein means technical support from GRIP Software Solutions, available via electronic mail during GRIP Software Solutions' normal operating business hours. GRIP Software Solutions explicitly DOES NOT provide support outside its normal operating business hours.

Without limiting the foregoing, the Service is not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems.

Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Agreement. In order to use the Service, You must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, You must provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. You agree not to access the Service by any means other than through the interfaces that are provided by GRIP Software Solutions for use in accessing the Service. GRIP Software Solutions will provide the Service in accordance with this Agreement. GRIP Software Solutions may at its sole discretion modify the features of the Service from time to time without prior notice.

Refusal of Service

We reserve the right to refuse to provide the Service to anyone for any reason at any time.

Registration

In order to use the Service, You must have a valid Account. To acquire an Account for the Service, You must provide GRIP Software Solutions with an electronic mail address and other information ("Registration Data"). You will choose an account designation for Your Account during the Service's registration process. You are responsible for maintaining the confidentiality of the access data for Your Account, and are fully responsible for all activities that occur under Your Account. You agree to (a) immediately notify GRIP Software Solutions of any unauthorized use of Your Account or any other breach of security, and (b) ensure that You exit from Your Account at the end of each session. GRIP Software Solutions cannot and will not be liable for any loss or damage arising from Your failure to comply with this section. In consideration of use of the Service, You agree to: (a) provide true, accurate, current and complete information about Yourself as prompted by the Service's registration form, and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. GRIP Software Solutions assumes no duty to verify such information as further detailed in CONTENT OF THE SERVICE. If You provide any information that is untrue, inaccurate, not current or incomplete, or GRIP Software Solutions has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, GRIP Software Solutions has the right to suspend or terminate Your Account and refuse any and all current or future use of the Service (or any portion thereof). If You register to use the Service on a free-trial basis, You will also have to go through the registration process. If You are under 18 years of age then You are required to have a parent or guardian review and complete the registration process on your behalf.

Billing and Payment Terms

For the first 30 calendar days after You register (the "Trial Period"), GRIP Software Solutions will provide You the Service without charge, for a limited number of "Members" (members defined by You, associated with specific humans with electronic mail addresses and passwords, who may access Members Portal).

Before or at the expiration of Your Trial Period, You shall choose whether you want to continue using memberGRIP or do not want to continue to use the Service. If you decide not to use the service, upon the Trial Period expiration you will no longer have an access to your account, unless you decide to purchase a Subscription Fee for the Service. If you decide to use the Service then you need to select one of the available subscription levels.

GRIP Software Solutions do not charge any fees for use of the Service by persons other than Customers. Fees charged to Customers for using the Service ("Fees") are payable in the amounts and in the manner described on the Website. Fees are subject to change upon 14 days notice. Such notice may be provided at any time by posting the changes to the Website.

All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.

All currency references are in Euro. You shall be responsible for payment of all taxes, levies, or duties imposed by taxing authorities for any payment or fees you may collect through the System.

Upon the expiration of Your Trial Period, GRIP Software Solutions will end customer access to the Service unless GRIP Software Solutions Software has received payment information and been able to use it for the first payment of the Subscription Fee (see "Termination, Breach, Suspension and Cancellation" below).

Upon the expiration of Your Trial Period, if You choose a Paid Account, we will request You to complete the Subscription Process.

You agree that in the event GRIP Software Solutions is unable to collect the fees owed to GRIP Software Solutions for Your Account through Your Subscription Fee, GRIP Software Solutions may take any other steps it deems necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by GRIP Software Solutions in connection with such collection activity, including collection fees, court costs and attorneys' fees.

Termination, Breach, Suspension and Cancellation

If Your Monthly Fee payment is overdue, or if Your Trial Period has expired and You have chosen a Paid Account and GRIP Software Solutions has not yet received Your credit card information portion of Your Registration Data, GRIP Software Solutions may disable Your access to Your Account. If Your Subscription Fee payment is more than 30 calendar days overdue, or if Your Trial Period expired more than 30 calendar days prior and You have chosen a Paid Account and You have not paid Your Subscription Fee, GRIP Software Solutions may suspend or terminate Your account. GRIP Software Solutions may also, at its sole discretion, at any time and for any reason, terminate the Service, terminate this Agreement, or suspend or terminate Your Account. In the event of suspension or termination, Your account will be disabled and You may not be granted access to Your Account or any files or other Content contained in Your Account, and GRIP Software Solutions may delete Your Content, although residual copies of information may remain in our system for some time for back-up purposes. In the event of termination, GRIP Software Solutions may also withdraw and at its discretion reallocate the public web address of Your Account.

If You terminate Your Account, via means provided for cancellation on the GRIP Software Solutions website or in Your Account, or via telephone call or electronic mail to GRIP Software Solutions, and You request that GRIP Software Solutions delete Content and files contained in Your Account, GRIP Software Solutions will make all reasonable efforts to do so.

Ownership of Website Account and Security

You are responsible for maintaining the security of Your Content and memberGRIP Account, and You are fully responsible for all activities that occur under the account and any other actions taken in connection with the memberGRIP Account, including those of Your Users. You agree to immediately notify GRIP Software Solutions of any unauthorized uses of the Account or any other breaches of security. GRIP Software Solutions cannot and will not be liable for any loss or damage from Your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will GRIP Software Solutions be liable, in any way, for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.

Proprietary/Intellectual Property Rights

GRIP Software Solutions and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Service and in all trade names, trademarks and service marks associated or displayed with the Service. You will not remove, deface or obscure any of GRIP Software Solutions or its suppliers' copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Service. You may not reverse engineer, reverse compile or otherwise reduce to human readable form any software associated with the Service.

memberGRIP is a Trademark of GRIP Software Solutions Software, Ltd.


Indemnity

You agree to indemnify and hold GRIP Software Solutions and GRIP Software Solutions and GRIP Software Solutions service providers, licensors and suppliers, and GRIP Software Solutions and their subsidiaries, affiliates, related entities, officers, directors, shareholders, agents, co-branders or other partners, employees, successors and assigns harmless from any liability, cost, expense, loss, claim or demand, (collectively, "Losses") including reasonable lawyers' fees, made by any third party due to or arising out of your use of the Service and Software, including, without limitation, Losses arising as a result of: the Content you or your website provides; the activities of your Members, any non-payment of Fees; your connection to the Service or Software, your violation of the Terms of Use or the documents it incorporates by reference, Service or Software downtime or compromise of availability of the Service to you or others as a result of your actions or failure to act, or your violation of any law or the rights of a third Party another through the Service.

Privacy

You agree to the GRIP Software Solutions Privacy Policy provided at http://www.membergrip.com/membergrip-pp.html.

Injuctive Relief

You acknowledge that any use of the Service contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Service, may cause irreparable injury to GRIP Software Solutions, its affiliates, suppliers and any other party authorized by GRIP Software Solutions to resell, distribute, or promote the Service ("Resellers"), and under such circumstances GRIP Software Solutions, its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.

Proper Use

You understand that all Content are the sole responsibility of the person from which such Content originated. This means that You, and not GRIP Software Solutions , are entirely responsible for all Content that You upload, post, transmit or otherwise make available via Your Account or the Service. GRIP Software Solutions does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content.

You understand that by using the Service, You may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will GRIP Software Solutions be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Service. You acknowledge that GRIP Software Solutions does not pre-screen Content, but that GRIP Software Solutions and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via the Service. Without limiting the foregoing, GRIP Software Solutions and its designees shall have the right to remove any Content that violates the Agreement or is otherwise objectionable. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, You acknowledge that You may not reasonably rely on any Content created by GRIP Software Solutions or submitted to GRIP Software Solutions. You acknowledge and agree that GRIP Software Solutions may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Agreement; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of GRIP Software Solutions, its users and the public.

You understand that the technical processing and transmission of the Service, including Your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

For every email message sent in connection with the Service, you acknowledge and agree that an identifying footer stating "Sent to you by memberGRIP - Transforming Membership Management", "Powered by memberGRIP" or a similar message will be added.

Should Content be found or reported to be in violation with, but not limited to, the following terms, it will be in GRIP Software Solutions sole discretion as to what action should be taken. You agree that You will not:

  • (a) upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another's privacy (up to, but not excluding any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, or racially, ethnically or otherwise objectionable;
  • (b) harm minors in any way;
  • (c) impersonate any person or entity, including, but not limited to, a GRIP Software Solutions official, forum leader, guide or host, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
  • (d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
  • (e) upload, post or otherwise transmit any Content that You do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  • (f) upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;
  • (g) upload, post, or transmit unsolicited commercial email or "spam". This includes unethical marketing, advertising, or any other practice that is in any way connected with "spam", including but not limited to (a) sending mass email to recipients who haven't requested email from You or with a fake return address, (b) promoting a site with inappropriate links, titles, descriptions, or (c) promoting Your site by posting multiple submissions in public forums that are identical;
  • (h) upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • (i) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
  • (j) intentionally or unintentionally violate any applicable local, state, national or international law;
  • (k) "stalk" or otherwise harass another;
  • (l) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, without limitation, providing instructions on how to assemble bombs, grenades and other weapons or incendiary devices;
  • (m) offer for sale or sell any item, good or service that (a) violates any applicable federal, state, or local law or regulation, (b) You do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, or (c) GRIP Software Solutions determines, in its sole discretion, is inappropriate for sale through the Service provided by GRIP Software Solutions;
  • (n) use the Account website as a redirecting/forwarding service to another website;
  • (o) exceed the scope of the Service that You have signed up for; for example, accessing and using the tools that You do not have a right to use, or having humans share User logins, or deleting, adding to, or otherwise changing other people's comments or content as an Account holder. If any user is reported to be in violation with the letter or spirit of these terms, GRIP Software Solutions retains the right to terminate such account at any time without further warning.

General Practises Regarding Use and Storage.

You agree that GRIP Software Solutions has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Service. You acknowledge that GRIP Software Solutions may establish general practices and limits concerning use of the Service and may modify such practices and limits from time to time. GRIP Software Solutions retains the right to create limits on use and storage at our sole discretion at any time with or without notice. You acknowledge that we reserve the right to log off users who are inactive for an extended period of time.

You agree that You will not:

  • (a) upload, post, email, or otherwise transmit any computer routines, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • (b) interfere with or disrupt our Service or networks connected to our website or through the use of our Service, or disobey any requirements, procedures, policies or regulations of networks connected to our website or through the use of our Service, or otherwise interfere with our Service in any way, including through the use of JavaScript, active or other coding;
  • (c) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or
  • (d) copy, reproduce, alter, modify, or publicly display any information displayed on our website (except for Your Information), or create derivative works from our website (other than from Your Information), to the extent that such action(s) would constitute copyright infringement or otherwise violate the intellectual property rights of GRIP Software Solutions or any other third party, except with the prior written consent of GRIP Software Solutions or the appropriate third party.

Content of the Service

GRIP Software Solutions takes no responsibility for third-party content (including, without limitation, any viruses or other disabling features), nor does GRIP Software Solutions have any obligation to monitor such third-party content. GRIP Software Solutions reserves the right at all times to remove or refuse to distribute any content on the Service, such as content which violates the terms of this Agreement. GRIP Software Solutions also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of GRIP Software Solutions , its users and the public. GRIP Software Solutions will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.

International Use

Recognizing the global nature of the Internet, You agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, You agree to comply with all applicable laws regarding the transmission of technical data exported from the country in which You reside.

No Resale of the Service

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 permission by GRIP Software Solutions.

Your Representations and Warranties

You represent and warrant that (a) all of the information provided by You to GRIP Software Solutions to participate in the Service is correct and current; and (b) You have all necessary right, power and authority to enter into this Agreement and to perform the acts required of You hereunder.

No Warranties or Representations by GRIP Software Solutions

You understand and agree that the Service is provided "as is" and GRIP Software Solutions, its affiliates, suppliers and Resellers expressly disclaim all warranties of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, non-infringement or bailment of your data on GRIP Software Solutions' servers. GRIP Software Solutions, its affiliates, suppliers and Resellers make no warranty or representation, regarding the results that may be obtained from the use of the Service, the security of the Service, or that the Service will meet any user's requirements. Use of the Service is at Your sole risk. You will be solely responsible for any damage to You resulting from the use of the Service. The entire risk arising out of use, security or performance of the Service remains with You. Without limiting the foregoing, the Service is not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the foregoing, GRIP Software Solutions, its affiliates, suppliers and Resellers specifically disclaim any express or implied warranty of fitness for such purposes.

Modifications to Service

GRIP Software Solutions reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time. You agree that GRIP Software Solutions shall not be liable to You or to any third party for any modification, suspension, termination or discontinuance of the Service.

No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between You and GRIP Software Solutions Software is intended or created by this Agreement.

Limitation of Liability

In no event will GRIP Software Solutions or its affiliates, suppliers or Resellers be liable for any special, incidental, indirect, exemplary or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss or damage) arising out of the use of or inability to use the Service, or the provision of or failure to provide technical or other support service, whether arising in tort (including negligence) contract or any other legal theory, even if GRIP Software Solutions, its affiliates, suppliers or Resellers have been advised of the possibility of such damages. In any case, GRIP Software Solutions 's, its affiliates', suppliers' and Resellers' maximum cumulative liability and Your exclusive remedy for any claims arising out of or related to this Agreement will be limited to the amount actually paid by You for the Service (if any) in the previous twelve (12) months.

Waiver and Severability

Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.

Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising of or related to use of GRIP Software Solutions services or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Choice of Law and Forum

This Agreement shall be governed by and construed under the laws of the Republic of Ireland, as applied to agreements entered into and to be performed in Republic of Ireland by Republic of Ireland residents.

Entire Areement and General Provisions

This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. GRIP Software Solutions may change the terms of this Agreement at any time by posting modified terms on its website. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. Any and all rights and remedies of GRIP Software Solutions upon Your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on GRIP Software Solutions, and the exercise of any one remedy will not preclude the exercise of any other. The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement. Notices to You may be made via either email or regular mail. The Service may also provide notices of changes to the Agreement or other matters by displaying notices or links to notices to You generally on the Service. All notices or other correspondence to GRIP Software Solutions under this Agreement must be sent to the following electronic mail address the following physical address:

GRIP Software Solutions Ltd
Docklands Innovation Park
128-130 East Wall Road
Dublin 3, Ireland

http://www.membergrip.com
customer-service@membergrip.com

Last revision: 05 July, 2014