June 4, 2013

Welcome to MemberHub.com. MemberHub.com is solely owned and operated by Five Points Solutions, Inc. (referred to herein as “FPS” or “MemberHub” or “MemberHub.com”).

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEB SITE OR THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS, POLICIES AND GUIDELINES INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEB SITE OR THE SERVICES.

These Terms apply to your access to, and use of, the Site and to your use of the Services (as defined below) regardless of how you accessed the Site. If you are using the Site or the Services on behalf of any entity, you represent that you are authorized to accept these Terms on such entity's behalf, and that such entity agrees to accept responsibility and indemnify MemberHub.com for your use of the Site and the Services and any violations of these Terms.

In order to register with or use MemberHub.com, you must be 13 years of age or older. If you are under the age of 13 and wish to use the site, you must be registered by your parent or guardian. If you are between the ages of 13 and 18, you should request permission from your parent or guardian before registering and your parent or guardian should review and approve these Terms. By registering, you represent that you are at least 13 years of age and that all information you provide in the registration form is complete and accurate. If you are registering on behalf of your minor child, you agree to accept responsibility for your child's use of the Site and the Services and his or her use of the Site.

Please contact us at customercare@memberhub.com if you have any questions about these Terms.

Changes to Terms. MemberHub.com reserves the right to change or modify any of the terms and conditions contained in these Terms or any policy or guideline of the Site or the Services, at any time and in its sole discretion. Any changes or modification will be effective thirty (30) days after posting of the revisions on the Site. MemberHub.com will notify you of any material changes to these Terms by email or through notice on our home page. MemberHub.com encourages you to review these Terms from time to time so that you understand the terms and conditions governing your use of the Site and Services. If you do not agree to any amendment to these Terms, you must immediately stop using the Site and the Services; continued use of the Site or Services following effectiveness of any changes constitutes your acceptance of all such changes and revisions.

Privacy. MemberHub.com believes strongly in protecting user privacy. Please refer to our Privacy Policy for information on how MemberHub.com collects, uses and discloses personally identifiable information from its users.

Services. MemberHub.com provides and hosts for its clients (“Clients”) customizable Hubs, including member event calendars, event promotion, notification and registration tools, communication tools and collection of dues and other payments (collectively, the “Client Services”). MemberHub.com may also make certain services available to individual and family end-users (“End-Users”), including online calendars, file repository, scheduling, discussions, reminders, event information and publishing, and email messaging services (the “End-User Services”). Together, the Client Services and the End-User Services shall be referred to as the “Services.” Clients and End-Users are responsible for establishing and maintaining their own event calendars and information and for the use of their event calendars by any person or entity. MemberHub.com may impose limits on various calendar or other functions, as it may determine in its sole discretion.

Although member information will only be accessible and viewed by other members of a Client organization, Clients have the option of setting the access restrictions and information settings for Client member information. You understand and acknowledge that information provided to the Client organization, including without limitation, personal name, address, telephone number and email, may be accessed and viewed by other members depending on the settings chosen by the Client organization.

End Users may also request event reminders, request or download event information, or request any other action regarding a calendar, in which case the End User's email address and other personal information provided in connection with such action may be provided to the publisher of such calendar. MemberHub.com shall not be responsible or liable for any third party access to calendars or for your or any third party's use of any calendars. Additional information regarding the Services may be found on the Site. In the event of any conflict between the information contained on the Site and in these Terms of Use, these Terms of Use shall govern.

End Users may register for Client organizations, pay registration fees and purchase products or promotional items from such Client organizations through the Site and utilizing the Services. Please note that in such event, Memberhub.com is acting only as a service provider to facilitate such transactions and is not responsible for the delivery of such products or services or for any services or events sponsored or offered by such Client Organizations. Each Client organization remains solely responsible for its registrations, events and other services, including without limitation, delivery of ordered products and refunds, if any. End Users should review the Client organization's policies and procedures regarding registration, purchase of products or other items and event registration, including such Client organization's refund policies, which policies and procedures may be found on the Client organization' home page on the Site. Memberhub.com shall in no event be obligated to refund any such amounts to End User. but End User understands and acknowledges that he or she must contact the applicable Client organization directly to request return permissions or refunds.

Registration

The Services shall only be available upon registration and/or subscription to the Client Services or End-User Services and payment of any applicable subscription fees (the “Subscription Fees”). Once you have registered, including payment of the applicable Subscription Fees, you may start using the Service. MemberHub.com may establish limitations or other parameters restricting the number of or size of files, members, messages or events, etc. that any user may establish on the Services.

Unless you arrange to be separately invoiced from MemberHub.com, you must provide MemberHub.com with a valid credit card or PayPal account for payment of the Subscription Fees and you hereby authorize MemberHub.com to charge the Subscription Fees in advance each month to such credit card or account until you have cancelled your subscription. Subscription Fees are non-refundable.

In the event that the Subscription Fees are not paid on a timely basis, including due to an invalid credit card number or account information, or you are otherwise in breach of this Agreement, MemberHub.com may, in addition to any other available remedies, suspend or terminate your account.

In consideration of your use of the Site or the Services, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site (“Profile Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Profile Data, and any other information you provide to MemberHub.com, to keep it accurate, current and complete; and (d) immediately notify MemberHub.com of any unauthorized use of your account or password or any other breach of security and accept all risks of unauthorized access to the Profile Data and any other information you provide to or through MemberHub.com.

Changes to Services; Termination

MemberHub.com reserves the right at any time, without notice and in its sole discretion, to modify or discontinue the Services or to terminate or suspend any Client's or End-user's account and license to use this Site, without any liability to the Client, End-User or any other person. Without limiting the foregoing, MemberHub may terminate your account without prior notice upon any breach of these Terms, due to extended inactivity of your account, as determined by MemberHub.com in its sole discretion or your failure to make any payment to MemberHub.com when due.

You may terminate your account and your use of the Services at any time by canceling your account at MemberHub.com. Prepaid Subscription Fees are non-refundable.

Upon termination of your account for any reason, any information you have stored on the Site, including messages, files, calendar entries, member information or event registrations, may no longer be retrieved. MemberHub has the right to delete or remove any such information and data upon termination of your account and will not be responsible for providing to you any archive or backup files of such information for any reason. MemberHub.com will not be responsible or liable for any loss of such information for any reason. There are no refunds of any Subscription Fees in the event of any suspension or termination of the Services except as set forth herein. Please be aware that your information may still be stored by or included in any Hubs that you joined and the Client organization may continue to store, use and/or publish such information. You will need to contact each Client organization separately regarding their continued use or deletion of your information.

Copyrights; Intellectual Property

Unless otherwise indicated, the Site, the software underlying the Services and Site and all content and other materials on the Site, including, without limitation, all MemberHub.com trademarks, service marks and logos, and all designs, text, graphics, pictures, images, information, data, software, messages, calendars and other files and the selection and arrangement thereof (collectively, the “Materials”) are the proprietary property of MemberHub.com or its licensors or users and are protected by U.S. and international copyright laws. MemberHub uses the FamFamFam Silk Icon library licensed under the Creative Commons Attribution 2.5 license.

You are granted a limited, non-sublicensable license to access and use the Site and the Services and to print to hard copy portions of the Materials for your informational, personal or internal business use only. Such license is subject to these Terms and does not include: (a) any resale, commercial use, commercial exploitation, distribution, public performance or public display of the Site or any of the Materials, except as may be expressly permitted under these Terms; (b) modifying or otherwise making any derivative uses of the Site and the Materials, or any portion thereof, except with the express permission of the owner thereof; (c) use of any data mining, robots or similar data gathering or extraction methods; (d) downloading (other than the page caching) of any portion of the Site, the Materials or any information contained therein, except as expressly permitted on the Site; or (e) any use of the Site or the Materials other than for its intended purpose. Any use of the Site or the Materials other than as specifically authorized herein, without the prior written permission of MemberHub.com, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes.

MEMBERHUB.COM and any MemberHub.com logos and any other product or service name or slogan of MemberHub.com contained in the Site or used in connection with the Services are trademarks of MemberHub.com and may not be copied, imitated or used, in whole or in part, without the prior written permission of MemberHub.com except for use of the MemberHub.com name to accurately refer to the Site or the Service. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of MemberHub.com and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information on the Site, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

Hyperlinks

Clients and End-Users are granted a limited, non-exclusive right to create a text hyperlink to the Site, provided such link does not portray MemberHub.com or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner, that the link does not imply sponsorship or endorsement of the linking site by MemberHub.com and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time.

MemberHub.com makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Web sites accessible by hyperlink from the Site, or Web sites linking to the Site, including without limitation, any Client organization sites. Such sites are not under the control of MemberHub.com and MemberHub.com is not responsible for the contents of any linked site or Client site. MemberHub.com provides these links to you only as a convenience, and the inclusion of any link or provision of a Hub to any Client does not imply affiliation, endorsement or adoption by MemberHub.com of any such organization, site or any information contained therein. When you leave the Site, 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 Site.

Third Party Content

Hubs, messages, files, and Calendars hosted by MemberHub.com may contain content or provide links to Web pages containing content of third parties (“Third Party Content”). MemberHub.com does not monitor or have any control over any Third Party Content or third party Web sites. MemberHub.com does not endorse or adopt any Third Party Content and can make no guarantee as to its accuracy or completeness. MemberHub.com does not represent or warrant the accuracy of any information contained therein and undertakes no responsibility to update or review any Third Party Content. Use of these links and Third Party Content is at your own risk.

Conduct on the Site

Hubs may contain Interactive Areas, such as calendars, files, forums, message boards, messages services and chat rooms (the “Interactive Areas”), that enable Clients and End-Users to create, post, transmit or store calendar entries, emails, messages, text, images, photos, graphics, music, sound, video, data, information, or other materials, items or content on the Site (the “User Content”). Each Client and End-User is solely responsible for its use of such Services and Interactive Areas and the User Content and other End-Users should use such User Content at its own risk. Each End-User and Client agrees not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site or the Services any of the following:

  • User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
  • User 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;
  • User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any User Content, each Client or End-User represents and warrants that it has the lawful right to distribute and reproduce such User Content;
  • User Content or activities that impersonates any person or entity (whether via the use of an email address or otherwise) or that otherwise misrepresents an End-User's or Client's affiliation with a person or entity or the source of any email;
  • Transmission of any email in violation of the CAN-SPAM Act or any other applicable anti-spam law, or the transmission of unsolicited emails to significant numbers of email addresses belonging to individuals and/or entities with whom Client or End-User has no preexisting relationship, or transmission of emails that are substantially unrelated to the Client organization's or End-User's information stored as part of the Client Services;
  • Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, without their express permission, and any third party private financial information such as Social Security numbers and credit card numbers;
  • Viruses, worms, defects, hoaxes, Trojan horses, corrupted data or other harmful, disruptive, deceptive or destructive files; and
  • User Content that, in the sole judgment of MemberHub.com, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or which may expose MemberHub.com, its Clients or its users to any harm or liability of any type.

If you use the Service or Interactive Areas or other portions of the Site in violation of the foregoing or otherwise violate these Terms, MemberHub.com may terminate or suspend your use of the Services, the Interactive Areas and/or the Site.

MemberHub.com takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by any Client, End-User or any third party, or for any loss or damage thereto, nor is MemberHub.com liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity any user may encounter. All use of the Services, including Interactive Areas, is at your own risk. As a provider of the Services, MemberHub.com is not liable for any statements, representations or User Content provided by its users in any public or private calendar, forum, or other areas of the Site, including Interactive Areas. Although MemberHub.com has no obligation to screen, edit or monitor any of the User Content, MemberHub.com reserves the right, and has absolute discretion, to screen and refuse to post or remove any calendar, calendar entry, event notice, message, file, posting, or other User Content posted or stored on the Site at any time and for any reason without notice, and all Clients and End-Users are solely responsible for creating backup copies of and replacing any calendars, calendar entries event notices, and other User Content it posted or stored on the Site at its sole cost and expense.

Clients may not use any personal information of any user or person collected through use of the Site and Services other than in connection with its administration of the Hub and the related organization without the user's express consent. Clients and End-Users will not use or provide personal information of any other user or person collected through the Site and Services in a way that is contrary to or in violation of our Privacy Policy without the express consent of the user.

Right to Use Content

By posting any User Content, you hereby represent and warrant that (a) you own and control all of the rights to the User Content or otherwise have the right to post such User Content to the Site; (b) the User Content is accurate and not misleading; and (c) use and posting of the User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity. You shall retain all copyright in any User Content that you posts in connection with your use of Services or Interactive Areas.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Services, provided by you in the form of email or other submissions to MemberHub.com are nonconfidential and shall become the sole property of MemberHub.com. MemberHub.com shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use, publication and dissemination of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Copyright Complaints

MemberHub.com respects the intellectual property rights of others. If any person or entity believes that any material on the Site infringes upon any copyright that such person or entity owns or controls, such person or entity may file a notification of such infringement with our Designated Agent as set forth below.

Name of Agent Designated to Receive Notification of Claimed Infringement:

Copyright Complaints

Address of Designated Agent to Which Notification Should be sent:

Five Points Solutions, Inc.
1913 Reid St.
Raleigh, NC 27608

Telephone Number of Designated Agent:

+1 866-586-2080

E-Mail Address of Designated Agent:

Copyright@MemberHub.com

We may give notice of a claim of copyright infringement to our users by means of a general notice on the Site, electronic mail to a user's email address in our records, or by written communication sent by first-class mail to a user's address in our records.

Indemnification

You agree to defend, indemnify and hold harmless FPS, its independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any User Content you post, store or otherwise transmits on or through the Services or the Site or your use of or inability to use the Services, the Software or the Site, including without limitation, any allegations that the User Content violates the intellectual property, privacy or other rights of any party, or that your conduct is in violation of these Terms or the rights of any third party.

DISCLAIMER

THE SERVICES, THE SITE, THE SOFTWARE, AND THE MATERIALS AND USER CONTENT CONTAINED THEREIN OR PROVIDED IN CONNECTION THEREWITH ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. FPS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITE, THE SERVICES, THE SOFTWARE, THE MATERIALS AND THE USER CONTENT. FPS DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICES, THE SOFTWARE, THE USER CONTENT, OR THE MATERIALS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE FPS ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SITE, THE SOFTWARE AND THE SERVICES SAFE, FPS CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICES, THE SOFTWARE OR ITS SERVER(S) ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

IN NO EVENT SHALL FPS, ITS DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, THE SERVICES, THE USER CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM FPS, THE SITE OR AS A RESULT OF THE SERVICES, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO MEMBERHUB.COM'S RECORDS, FILES, DATA, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF FPS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, FPS FOR ACCESS TO OR USE OF THE SITE.

Applicable Law; Venue

These Terms of Use and your use of the Site shall be governed by and construed in accordance with the laws of the State of North Carolina, applicable to agreements made and to be entirely performed within the State of North Carolina, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state and federal courts located in Wake County, North Carolina, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.

Severability

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

Questions & Contact Information

Questions or comments about the Site may be directed to us by email at customercare@memberhub.com or by mailing us at:

Five Points Solutions, Inc.
1913 Reid St.
Raleigh, NC 27608