Effective Date: June 15, 2008.

Welcome to Memberlister!

We are a service that helps organizations ("Organizations") and their members ("Members") communicate through the establishment of networks containing member directory, calendar and other services ("Networks"). The Memberlister service (the "Service") is operated by Memberlister, LLC ("Memberlister"). By accessing or using the Service or by posting a link to our Service from your site, you (the "User") signify that you have read, understand and agree to be bound by these terms of use ("Terms of Use"), whether or not you are a registered User of Memberlister. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If we do this, we will post the changes to these Terms of Use on this page and will indicate at the top of this page the date these terms were last revised. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) the Service. It is your responsibility to regularly check the Service to determine if there have been changes to these Terms of Use and to review such changes.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Eligibility

Membership in the Service is void where prohibited. This Service is intended solely for Users who are thirteen (13) years of age or older. Any registration by, use of or access to the Service by anyone under 13 is unauthorized, unlicensed and in violation of these Terms of Use. By using the Service, you represent and warrant that you are 13 or older and that you agree to and to abide by all of the terms and conditions of this Terms of Use.

Registration Information and Account Security

In consideration of your use of the Service, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Service; (b) maintain and promptly update this information, and any other information you provide to Memberlister, to keep it accurate, current and complete; (c) maintain the security of your password and identification; and (d) be fully responsible for all use of your account and for any actions that take place using your account.

Proprietary Rights in Service Content; Limited License

All content available through the Service, including designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (the "Service Content"), are the proprietary property of our Users, our licensors or Memberlister with all rights reserved. No Service Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Memberlister's prior written permission, except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Service. Provided that you are eligible for use of the Service, you are granted a limited license to access and use the Service and the Service Content and to download or print a copy of any portion of the Service Content to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content, you may not upload or republish Service Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Service Content is strictly prohibited. Such license is subject to these Terms of Use and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Service or the Service Content other than as specifically authorized herein, without the prior written permission of Memberlister, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

Trademarks

"Memberlister" and other Memberlister graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Memberlister in the U.S. and/or other countries. Memberlister's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Memberlister.

User Conduct

You understand that the Service is available for your personal, non-commercial use only. You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.

In addition, you agree not to use the Service to:

1. harvest or collect email addresses or other contact information of other Users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

2. use the Service in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Service;

3. use automated scripts to collect information from or otherwise interact with the Service;

4. upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;

5. upload, post, transmit, share, store or otherwise make available any videos other than those of a personal nature that: (i) are of you or your friends, (ii) are taken by you or your friends, or (iii) are original art or animation created by you or your friends;

6. register for more than one User account, register for a User account on behalf of any Organization without permission, or activate a User account on behalf of an individual other than yourself without permission;

7. impersonate any person or Organization, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or Organization;

8. upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

9. upload, post, transmit, share, store or otherwise make publicly available on the Service any private information of any third party unless, in your capacity as the Network Creator of an Organization your have permission to do so from such Organization and such third party as further described in these Terms of Use;

10. solicit personal information for commercial or unlawful purposes;

11. upload, post, transmit, share or otherwise make available 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;

12. intimidate or harass another;

13. upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;

14. use or attempt to use another's account, service or system without authorization from Memberlister, or create a false identity on the Service or the Service;

15. upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Memberlister, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Memberlister or its Users to any harm or liability of any type.

Without limiting any of the foregoing, you also agree to abide by our User Content Code of Conduct that provides further information regarding the authorized conduct of Users on Memberlister.

User Content Posted on the Service

You are solely responsible for the photos, profiles (including your name, image, and likeness), messages, notes, text, information, music, video, advertisements, listings, and other content that you upload, publish or display (hereinafter, "post") on or through the Service or the Service, or transmit to or share with other Users (collectively the "User Content"). You may not post, transmit, or share User Content on the Service or Service that you did not create or that you do not have permission to post. You understand and agree that Memberlister may, but is not obligated to, review the Service and may delete or remove (without notice) any Service Content or User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of Memberlister violates this Terms of Use, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Service or provide to Memberlister.

When you post User Content to the Service, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Service. By posting User Content to any part of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to Memberlister an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Service or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Service at any time. If you choose to remove your User Content, the license granted above will automatically expire, however you acknowledge that Memberlister may retain archived copies of your User Content. Memberlister does not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us in these Terms, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content.

User Content Code of Conduct

Memberlister allows you to upload and share User generated content with the members of your Organization, such as photographs and videos you upload from your camera, webcam or mobile phone ("Content"). This means that you may post and share original photographs and video that are of a personal nature that: (i) are of you or your members, (ii) are taken by you or your members, or (iii) are original art or animation created by you or your members. It is not intended as a place for you to post third-party copyrighted content, such as the latest episode of a popular TV show or your favorite music video. In addition, we expect our Users to use good judgment and respect the copyrights and other intellectual property rights of others. Therefore, in using Memberlister, you may not

1. upload or share any photographs, videos or other Content other than original works that are created by you or another User

2. post or share any Content that infringes upon or violates the copyright, trademarks or other rights of any third party

3. attempt to circumvent any content filtering techniques we may employ

While we believe Users should be able to express themselves and their point of view, certain kinds of speech simply do not belong in a community like Memberlister. Therefore, you may not post or share Content that:

1. is obscene, pornographic or sexually explicit

2. depicts graphic or gratuitous violence

3. makes threats of any kind or that intimidates, harasses, or bullies anyone

4. is derogatory, demeaning, malicious, defamatory, abusive, offensive or hateful

Although as an online service provider, we are not responsible for the conduct of our Users, we want Memberlister to be a safe place on the internet. Therefore, in using Memberlister, you may not:

1. violate any local, state, national or international law or post any Content that would encourage or provide instructions for a criminal offense;

2. impersonate any person or Organization or otherwise misrepresent yourself, your age or your affiliation with any person or Organization;

3. use Memberlister to send or make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

4. post or share any personally identifiable or private information of any third party unless you are a Network Creator and such person is a Member of your Organization;

5. solicit passwords or personal information from any third party unless you are a Network Creator and such third party is a Member of your Organization;

6. use information or content you obtained on the Memberlister website or service in any manner not authorized by the Terms of Use;

7. post 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;

8. register for more than one account or use or attempt to use another's account, service or system without authorization or create a false identity on the Service; or

9. engage in any predatory or stalking conduct.

Copyright Complaints

We respect the intellectual property rights of others and we prohibit Users from uploading, posting or otherwise transmitting onto the Service any materials that violate another party's intellectual property rights. When we receive proper notification of alleged copyright infringement, we promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat infringers as described herein in accordance with the Digital Millenium Copyright Act. If you believe that any material on the Service infringes upon any copyright which you own or control, you may send a written notification of such infringement via mail or email to Memberlister Designated Copyright Agent, Memberlister LLC, 821 West 11th Street, Austin, TX 78701, contact@memberlister.com.

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Memberlister has adopted a policy of terminating, in appropriate circumstances and at Memberlister's sole discretion, members who are deemed to be repeat infringers. Memberlister may also at its sole discretion limit access to the Service and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Third Party Websites and Content

The Service contains (or you may be sent through the Service) links to other web sites as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties ("Third Party Content"). Such Third Party Content is not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Content accessed through the Service or any Third Party Content posted on, available through or installed from the Service, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Service and access, use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Service or relating to any applications you use or install from the site.

Networks

MEMBERLISTER DOES NOT PRE-SCREEN OR APPROVE NETWORKS, AND CANNOT GUARANTEE THAT A NETWORK WAS ACTUALLY CREATED AND IS BEING OPERATED BY THE INDIVIDUAL OR ORGANIZATION THAT IS THE SUBJECT OF A NETWORK. NOR IS MEMBERLISTER RESPONSIBLE FOR THE CONTENT OF ANY NETWORK, OR ANY TRANSACTIONS ENTERED INTO OR OTHER ACTIONS TAKEN ON OR IN CONNECTION WITH ANY NETWORK, INCLUDING HOW THE NETWORK CREATOR COLLECTS, HANDLES, USES AND / OR SHARES ANY PERSONAL INFORMATION IT MAY COLLECT FROM USERS (PLEASE REVIEW THE MEMBERLISTER PRIVACY POLICY IF YOU HAVE ANY QUESTIONS OR CONCERNS REGARDING THE USE OR SHARING OF YOUR PERSONAL INFORMATION). YOU SHOULD BE CAREFUL BEFORE PROVIDING ANY PERSONAL INFORMATION TO OR ENTERING INTO ANY TRANSACTION IN CONNECTION WITH A NETWORK.

Networks may only be set up for the purpose of promoting a business or other commercial, political, or charitable Organization or endeavor (including non-profit Organizations, political campaigns, bands and celebrities), and only by an authorized representative of the Organization or individual that is the subject of the Network. When you create a Network, you represent and warrant that they are authorized to do so by the person or Organization that is the subject of the Network, and to accept the Terms of Use on such person's or Organization's behalf.

Memberlister does not review Networks to determine if they were created by an appropriate party, and is not responsible for any unauthorized Networks that may appear on the Site. If there is any dispute as to whether a Network has been created or is being maintained by an authorized representative of the individual or Organization who is the subject of that Network, then Memberlister shall have sole right, but is not obligated, to resolve such dispute as it determines is appropriate in its sole discretion. Such resolution may include, without limitation, deleting or disabling access to Networks or any portion thereof at any time without notice.

Organizations or groups that promote or glorify hatred, violence, intolerance, racism or discrimination may not set up Networks. Memberlister reserves the right to delete or disable access to any such Networks.

As a Network Creator, you are solely responsible for the creation, use and content of your Network and the URL you choose to be associated with your Network (your "Memberlister URL"). Networks may include commercial content (Commercial Content), and can be used to conduct commercial activities, including but not limited to transactions, advertising, fundraising, contests, or promotions (Commercial Activities). Such Commercial Content and Commercial Activities may not be unlawful, fraudulent, false, or misleading in any manner.

Memberlister reserves the right to delete or disable access to any Network or any content that fails to comply with the Terms of Use.

As a Network Creator, you represent and warrant that your Network, including any content contained therein, and your Memberlister URL do not infringe in any way upon or violate the trademark or other rights of any third party. Although Memberlister has no obligation to screen or monitor any Network or Memberlister URL, Memberlister reserves the right, but is not obligated, to resolve any complaints, disputes, or potential disputes regarding the infringement of any third party trademarks in connection with your Network or Memberlister URL in any manner it deems appropriate in its sole discretion. You agree to abide by and cooperate with the resolution of any such dispute as determined by Memberlister, which may include, without limitation, deleting, changing or transferring control of a Memberlister URL or deleting or disabling access to Networks or any content contained therein.

As a Network Creator, if you collect or have access to any personal information from Users (including without limitation personal information contained in any User profile), you agree to have Users expressly authorize such collection or access, provision to Memberlister, and any subsequent use, through an express opt-in process. You agree to use any such personal information only for the express purpose for which such personal information was provided by the User. You further agree not to share such personal information with any third party, except for service providers who are assisting you in carrying out the business you conduct on your Network and who are obligated to protect the privacy of such information and not to use such information for any purpose other than that for which it was provided. You agree to use reasonable measures to protect the security of any personal information you collect from Users.

Terms of Sale

By ordering products or services from Memberlister through the Service, you agree to be bound by and accept the Terms of Sale. The Terms of Sale are subject to change without prior notice at any time, in Memberlister's sole discretion so you should review the Terms of Sale each time you make a purchase. Users under 18 who wish to make a purchase on our Site must have the permission of a parent or guardian. Memberlister reserves the right to refuse or cancel orders or terminate accounts at any time in its sole discretion. We accept various credit and debit cards and all payments are to be made in United States Dollars.

You acknowledge and agree that upon making our Service available to you (or to their intended authorized recipients), Memberlister will have fully satisfied its obligation to deliver or otherwise provide the Service, regardless of any failure or inability to use the Service. Memberlister and its suppliers continually upgrade and revise the Service. Memberlister may revise, discontinue or modify the Service at any time without prior notice to customers, and the Service may become unavailable without notice. Memberlister shall have no liability of any kind if the Service is unavailable. If necessary, Memberlister reserves the right to substitute items of equal or greater value when an item or the Service is unavailable or Memberlister may cancel the order.

We attempt to be as accurate as possible and eliminate errors on Memberlister, however we do not warrant that any product, service or description, photograph, pricing or other information is accurate, complete, reliable, current, or error-free. In the event of an error, whether on the Service, in an order confirmation, in processing an order, delivering a product or service or otherwise, we reserve the right to correct such error and revise your order accordingly if necessary (including charging the correct price) or to cancel the order and refund any amount charged. In addition, we may, in lieu of a refund as provided in this paragraph, opt to provide you with a merchandise or service credit (including without limitation issuing, at our option, a Memberlister credit, with a value at least equal to the amount charged to your credit card. Memberlister reserves the right to determine and modify from time to time the exact nature of any such merchandise or service credit, including conversion into one or more different types of merchandise or service credits. Your sole remedy in the event of such error is to cancel your order and obtain a refund or credit as set forth above.

User will be responsible for any applicable sales or use tax, duties, or other governmental taxes or fees payable in connection with your purchase. If you do not pay such sales or other tax or fee on a transaction, you will be responsible for such taxes or fees in the event that they are later determined to be payable on such sale, and , and Memberlister reserves the right to collect such taxes or other fees from you at any time.

COMPANY MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE. THE SERVICE IS PROVIDED OR SOLD "AS-IS" AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE THE SERVICE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT CONTENT DOWNLOADED FROM THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES.

User Disputes

You are solely responsible for your interactions with other Memberlister Users including with the Network Creators of your Networks. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

Privacy

We care about the privacy of our Users. Click here to view the Memberlister's Privacy Policy. By using the Service or the Service, you are consenting to have your personal data transferred to and processed in the United States.

Disclaimers

Memberlister is not responsible or liable in any manner for any User Content or Third Party Applications, Software or Content posted on the Service or in connection with the Service, whether posted or caused by Users of the Service, by Memberlister, by third parties or by any of the equipment or programming associated with or utilized in the Service or the Service. Although we provide rules for User conduct and postings, we do not control and are not responsible for what Users post, transmit or share on the Service and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Service or in connection with any User Content or Third Party Applications, Software or Content. Memberlister is not responsible for the conduct, whether online or offline, of any User of the Service or Service.

The Service and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Memberlister assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. Memberlister is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Service or combination thereof, including injury or damage to User's or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Service, including any Mobile Client software. Under no circumstances will Memberlister be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Service or the Service, any User Content or Third Party Applications, Software or Content posted on or through the Service or the Service or transmitted to Users, or any interactions between Users of the Service, whether online or offline.

THE SITE, THE SERVICE (INCLUDING THE MOBILE SERVICES, THE SHARE SERVICE AND THE MARKETPLACE SERVICE), ANY PLATFORM APPLICATIONS AND THE SITE CONTENT ARE PROVIDED "AS-IS" AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICE AND/OR ANY PLATFORM APPLICATIONS. COMPANY DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE, THE SERVICE OR ANY PLATFORM APPLICATIONS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICE ITS SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SERVICE AND ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.

Memberlister reserves the right to change any and all content, software and other items used or contained in the Service and any Services and Platform Applications offered through the Service at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Memberlister.

Limitation on Liability

IN NO EVENT WILL COMPANY OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR PURCHASE OR USE OF ANY PRODUCTS OR SERVICES, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO COMPANY FOR THE PRODUCT OR SERVICE, BUT IN NO CASE WILL THE COMPANY'S LIABILITY TO YOU EXCEED $1,000. YOU ACKNOWLEDGE THAT IF NO AMOUNT IS PAID TO COMPANY FOR THE PRODUCT OR SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM COMPANY, REGARDLESS OF THE CAUSE OF ACTION. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Termination

Memberlister may terminate your membership, delete your profile and any content or information that you have posted on the Service or through any Platform Application and/or prohibit you from using or accessing the Service or the Service or any Platform Application (or any portion, aspect or feature of the Service or the Service or any Platform Application) for any reason, or no reason, at any time in its sole discretion, with or without notice, including if it believes that you are under 13, or under 18 and not in high school or college. When we are notified that a User has died, we will generally, but are not obligated to, keep the User's account active under a special memorialized status for a period of time determined by us to allow other Users to post and view comments.

Governing Law; Venue and Jurisdiction

You agree that the laws of the State of Texas, without regard to principles of conflict of laws, will govern your use or purchase of products and services and these Terms of USE, and any dispute of any sort that might arise between you and Memberlister or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of Texas, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Texas.

Arbitration

YOU AND COMPANY AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF SALE (INCLUDING THE TERMS OF USE) OR THE SALE OF THE PRODUCTS OR SERVICES SHALL BE FINAL AND BINDING ARBITRATION, except that, to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, such other party may seek injunctive or other appropriate relief.

Arbitration under this Agreement shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes ( the "AAA Consumer Rules") (collectively the "AAA Rules"). The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). If such costs are determined to be excessive in a consumer dispute, Memberlister will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF SALE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to any products or services be instituted more than three (3) years after the cause of action arose.

Indemnity

You agree to indemnify and hold Memberlister, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any User Content, any Third Party Content you post or share on or through the Service, your use of the Service or the Service, your conduct in connection with the Service or the Service or with other Users of the Service or the Service, or any violation of this Terms of Use or of any law or the rights of any third party.

In addition, Network Creators agree to defend, indemnify and hold Memberlister, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys' fees, arising out of or relating in any manner to your creation, operation and/or use of any Network, including without limitation any claims relating to: (a) the content and information contained in your Network, including Commercial Content; (b) your Memberlister URL; (c) your collection, use, storage or sharing of any User personal information; or (d) any Commercial Activities conducted through the Site.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service or the Service ("Submissions"), provided by you to Memberlister are non-confidential and shall become the sole property of Memberlister. Memberlister shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Definitions and Constructions

Unless otherwise specified, the terms "includes", "including", "e.g.,", "for example", and other similar terms are deemed to include the term "without limitation" immediately thereafter. Terms used in these Terms with the initial letter(s) capitalized will have the meaning attributed to them in these Terms.

Other

These Terms of Use constitute the entire agreement between you and Memberlister regarding the purchase or use of the Service, superseding any prior agreements between you and Memberlister relating to your use of the Service. The failure of Memberlister to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Terms of Use is held invalid, the remainder of this Terms of Use shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

Contact Us

Please send your questions through email to contact@memberlister.com or through mail to Memberlister LLC, 821 West 11th Street, Austin, TX 78701.