MemberSpeed.com Terms of Use & Service


WEBSITE SERVICE AGREEMENT/TERMS OF USE

The services that MemberSpeed, Inc. provide to User are subject to the following Terms of Use ("TOU" or “Agreement”).  MemberSpeed, Inc. require that all persons or entities visiting this Website at MemberSpeed.com and those that become a User agree to the TOU. Please read the TOU carefully before continuing on with your use of this Website or becoming a User of the Website. The TOU shall govern the use of the Website and apply to all Internet traffic visiting the Website.

1. ACCEPTANCE OF TERMS AND BINDING EFFECT


THIS IS A BINDING AGREEMENT. BY USING AND/OR VISITING THIS WEBSITE (COLLECTIVELY, INCLUDING ALL CONTENT AVAILABLE THROUGH THE MEMBERSPEED.COM DOMAIN NAME, THE “WEBSITE”), YOU (“User,” “YOU” OR “YOUR” ) SIGNIFY YOUR ASSENT TO THE TOU, THE WEBSITE’S PRIVACY POLICY, WHICH IS PUBLISHED AT
http://www.MemberSpeed.com/PrivacyPolicy/cms/PrivacyPolicy.html AND THE SERVICES YOU OBTAIN FROM THE UTILIZATION OF WEBSITE’S SERVICES AND WHICH ARE INCORPORATED HEREIN BY REFERENCE. IT IS YOUR RESPONSIBILITY TO REVIEW THE TOU PERIODICALLY. IF AT ANY TIME YOU FIND THE TOU AND INCORPORATED AGREEMENTS UNACCEPTABLE, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE ALL USE OF THE SERVICES AND THE WEBSITE. YOU AGREE THAT BY USING THE SERVICES YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.

A. MemberSpeed, Inc. reserve the right to update the TOU at any time without notice to User.

B. The right to use MemberSpeed.com is personal to User and is not transferable to any other person or entity. User is responsible for all use of User's Account (under any screen name or password) and for ensuring that all use of User's Account complies fully with the provisions of this Agreement. User shall be responsible for protecting the confidentiality of User's password(s), if any.

C. MemberSpeed, Inc. shall have the right at any time to change or discontinue any aspect or feature of MemberSpeed.com, including, but not limited to, content, hours of availability, and equipment needed for access or use.

2. CHANGED TERMS


The most current version of the TOU can be reviewed by clicking on the "Terms of Use" hypertext link located or published at the bottom of our Web pages.  MemberSpeed, Inc. shall have the right at any time to change or modify the terms and conditions applicable to User's use of MemberSpeed.com, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on MemberSpeed.com, or by electronic or conventional mail, or by any other means by which User obtains notice thereof. Any use of MemberSpeed.com by User after such notice shall be deemed to constitute acceptance by User of such changes, modifications or additions.

3. DESCRIPTION OF SERVICES


Through its Web site and Protected Materials, MemberSpeed, Inc. provides User with access to a variety of resources, including download areas, software, communication forums and product information (collectively "Services"). 
Protected Materials are all materials or other intellectual property rights, or which may be construed as proprietary information including, but not limited to, any and all technical and non-technical information that is valuable to MemberSpeed, Inc.  such as subscription programs, audio/visual programs, coaching programs, tele-seminars, tele-coaching, flip charts, audio/video products, books, training routines, training processes, course material, literature, pamphlets, processes, procedures, patents, trademarks, service marks, products, copyrights, trade secrets, techniques, sketches, drawings, models, invention, know-how and equipment related to current and contemplated products and services, inventions, manufacturing, purchasing, accounting, engineering, marketing, merchandising and sales,  to the extent necessary and as may be reasonably required during the relationship will be considered protected material.    The Services, including any updates, enhancements, new features, and/or the addition of any new Protected Materials, are subject to the TOU, the privacy policy and the domain licenses.

4. EQUIPMENT

User shall be responsible for obtaining and maintaining all telephone, computer hardware, software and other equipment needed for access to and use of MemberSpeed.com and all charges related thereto.

5. USER CONDUCT


A. User shall use MemberSpeed.com for lawful purposes only. User shall not post or transmit through MemberSpeed.com any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without MemberSpeed, Inc. express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a User that in MemberSpeed, Inc. discretion restricts or inhibits any other User from using or enjoying MemberSpeed.com will not be permitted. User shall not use MemberSpeed.com to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with MemberSpeed, Inc. .

B. MemberSpeed.com contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of MemberSpeed.com are copyrighted as a collective work under the United States copyright laws. MemberSpeed, Inc. owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. User may download copyrighted material for User's personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of MemberSpeed, Inc. and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading copyrighted material.

C. User shall not upload, post or otherwise make available on MemberSpeed.com any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with User. User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of MemberSpeed.com, User automatically grants, or warrants that the owner of such material has expressly granted MemberSpeed, Inc. the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. User also permits any other User to access, view, store, or reproduce the material for that User's personal use. User hereby grants MemberSpeed, Inc. the right to edit, copy, publish and distribute any material made available on MemberSpeed.com by User.

D. The foregoing provisions of Section 5 are for the benefit of MemberSpeed, Inc. , its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.

6. USE OF SERVICES

A. The Services may contain email services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable User to communicate with others (each a "Communication Service" and collectively "Communication Services"). User agrees to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, User agrees that when using the Communication Services, User will not:

*Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).

* Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

* Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.

* Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless User own or control the rights thereto or have received all necessary consent to do the same.

* Use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.

* Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.

* Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages.

* Download any file posted by another user of a Communication Service that User know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.

* Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

* Restrict or inhibit any other user from using and enjoying the Communication Services.

* Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.

* Harvest or otherwise collect information about others, including email addresses.

* Violate any applicable laws or regulations.

* Create a false identity for the purpose of misleading others.

* Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof.

B. MemberSpeed, Inc. has no obligation to monitor the Communication Services. However, MemberSpeed, Inc. reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. MemberSpeed, Inc. reserves the right to terminate User’s access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. MemberSpeed, Inc. reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in MemberSpeed, Inc. sole discretion.

C. Materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; User is responsible for adhering to such limitations if User downloads the materials.

D. Always use caution when giving out any personally identifiable information in any Communication Services. MemberSpeed, Inc. does not control or endorse the content, messages or information found in any Communication Services and, therefore, MemberSpeed, Inc. specifically disclaims any liability with regard to the Communication Services and any actions resulting from User’s participation in any Communication Services. Managers and hosts are not authorized MemberSpeed, Inc. spokespersons, and their views do not necessarily reflect those of MemberSpeed, Inc. .

7. MEMBER ACCOUNT, PASSWORD, AND SECURITY

If any of the Services requires User to open an account, User must complete the registration process by providing MemberSpeed, Inc. with current, complete and accurate information as prompted by the applicable registration form. User also will choose a password and a user name. User is entirely responsible for maintaining the confidentiality of User’s password and account. Furthermore, User is entirely responsible for any and all activities that occur under User’s account. User agrees to notify MemberSpeed, Inc. immediately of any unauthorized use of User’s account or any other breach of security. MemberSpeed, Inc. will not be liable for any loss that User may incur as a result of someone else using User’s password or account, either with or without User’s knowledge. However, User could be held liable for losses incurred by MemberSpeed, Inc. or another party due to someone else using User’s account or password. User may not use anyone else's account at any time, without the permission of the account holder.

8. NOTICE SPECIFIC TO SOFTWARE AVAILABLE ON THIS WEBSITE


A. Any software that is made available to download from the Services ("Software") is the copyrighted work of MemberSpeed, Inc. and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). An end user will be unable to install any Software that is accompanied by or includes a License Agreement, unless he or she first agrees to the License Agreement terms.

B. The License Agreement is based upon one domain name use. Domains need to be fully owned by the User. Users can buy as many licenses as they need for as many domains that the User owns.

C. The Software is made available for download solely for use or personal use by end users according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. The Software is made available for download solely for use or personal use by end users according to the License Agreement. Violators will have their licenses revoked if they do not follow these terms and will be prosecuted to the maximum extent possible.

D. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE LICENSE AGREEMENT, MemberSpeed, Inc. HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

E. FOR YOUR CONVENIENCE, MemberSpeed, Inc. MAY MAKE AVAILABLE AS PART OF THE SERVICES OR IN ITS SOFTWARE PRODUCTS, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD. MemberSpeed, Inc. DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES. PLEASE RESPECT THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS WHEN USING THE TOOLS AND UTILITIES MADE AVAILABLE ON THE SERVICES.

9. NOTICE SPECIFIC TO DOCUMENTS AVAILABLE ON THIS WEBSITE


Permission to use Documents (such as white papers, press releases, datasheets and FAQs) from the Services is granted, provided that (1) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear, (2) use of such Documents from the Services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and (3) no modifications of any Documents are made. Accredited educational institutions, such as universities, private/public colleges, and state community colleges, may download and reproduce the Documents for distribution in the classroom. Distribution outside the classroom requires express written permission. Use for any other purpose is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

MemberSpeed, Inc. AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED AS PART OF THE SERVICES FOR ANY PURPOSE. ALL SUCH DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. MemberSpeed, Inc. AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL MemberSpeed, Inc. AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE FROM THE SERVICES.

THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THE SERVICES COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. MemberSpeed, Inc. AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED HEREIN AT ANY TIME.

10.NOTICES REGARDING SOFTWARE, DOCUMENTS AND SERVICES AVAILABLE ON THIS SITE


IN NO EVENT SHALL MemberSpeed, Inc. AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF SOFTWARE, DOCUMENTS, PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR INFORMATION AVAILABLE FROM THE SERVICES.

11. MATERIALS PROVIDED TO MemberSpeed, Inc. OR POSTED AT ANY OF ITS WEBSITES


A. MemberSpeed, Inc. does not claim ownership of the materials User provide to MemberSpeed, Inc. (including feedback and suggestions) or post, upload, input or submit to any Services or its associated services for review by the general public, or by the members of any public or private community, (each a "Submission" and collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting ("Posting") User’s Submission User is granting MemberSpeed, Inc. , its affiliated companies and necessary sublicenses permission to use User’s Submission in connection with the operation of their Internet businesses (including, without limitation, all MemberSpeed, Inc. Services), including, without limitation, the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat User’s Submission; to publish User’s name in connection with User’s Submission; and the right to sublicense such rights to any supplier of the Services.

No compensation will be paid with respect to the use of User’s Submission, as provided herein. MemberSpeed, Inc. is under no obligation to post or use any Submission User may provide and MemberSpeed, Inc. may remove any Submission at any time in its sole discretion.  By Posting a Submission User warrants and represents to own or otherwise control all of the rights to User’s Submission as described in these Terms of Use including, without limitation, all the rights necessary for User to provide, post, upload, input or submit the Submissions.

B. In addition to the warranty and representation set forth above, by Posting a Submission that contain images, photographs, pictures or that are otherwise graphical in whole or in part ("Images"), User warrant and represent that (a) User is the copyright owner of such Images, or that the copyright owner of such Images has granted User permission to use such Images or any content and/or images contained in such Images consistent with the manner and purpose of User’s use and as otherwise permitted by these Terms of Use and the Services, (b) User have the rights necessary to grant the licenses and sublicenses described in these Terms of Use, and (c) that each person depicted in such Images, if any, has provided consent to the use of the Images as set forth in these Terms of Use, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such Images. By Posting Images, User is granting (a) to all members of User’s private community (for each such Images available to members of such private community), and/or (b) to the general public (for each such Images available anywhere on the Services, other than a private community), permission to use User’s Images in connection with the use, as permitted by these Terms of Use, of any of the Services, (including, by way of example, and not as a limitation, making prints and gift items which include such Images), and including, without limitation, a non-exclusive, world-wide, royalty-free license to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat User’s Images without having User’s name attached to such Images, and the right to sublicense such rights to any supplier of the Services. The licenses granted in the preceding sentences for a Images will terminate at the time User completely remove such Images from the Services, provided that, such termination shall not affect any licenses granted in connection with such Images prior to the time User completely remove such Images. No compensation will be paid with respect to the use of User’s Images.

C. MemberSpeed, Inc. is a distributor (and not a publisher) of content supplied by third parties and Users. Accordingly, MemberSpeed, Inc. have no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, Users or any other user of MemberSpeed.com, are those of the respective author(s) or distributor(s) and not of MemberSpeed, Inc. . Neither MemberSpeed, Inc. nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose.

12. COMPLIANCE WITH ALL INTELLECTUAL PROPERTY LAWS


When accessing the Website or using the Services, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Services and the Website is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or Materials in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Materials you provide or transmit, or that is provided or transmitted using your User ID. The burden of proving that any Materials do not violate any laws or third party rights rests solely with you.

13. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY


A. USER EXPRESSLY AGREES THAT USE OF MEMBERSPEED.COM IS AT USER'S SOLE RISK. NEITHER MemberSpeed, Inc. , ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT MEMBERSPEED.COM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF MEMBERSPEED.COM , OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH MEMBERSPEED.COM.

B. MEMBERSPEED.COM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.

C. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. USER SPECIFICALLY ACKNOWLEDGES THAT MemberSpeed, Inc. IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH USER.

D. IN NO EVENT WILL MemberSpeed, Inc. , OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING MEMBERSPEED.COM OR THE MemberSpeed, Inc. SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE MEMBERSPEED.COM. USER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THE SITE.

E. IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, MemberSpeed, Inc. NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN MEMBERSPEED.COM, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD-PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.

F. PRIOR TO THE EXECUTION OF A STOCK TRADE, USERS ARE ADVISED TO CONSULT WITH YOUR BROKER OR OTHER FINANCIAL REPRESENTATIVE TO VERIFY PRICING OR OTHER INFORMATION. MemberSpeed, Inc. , ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL HAVE NO LIABILITY FOR INVESTMENT DECISIONS BASED ON THE INFORMATION PROVIDED. NEITHER, MemberSpeed, Inc. , NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS WARRANT OR GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF THIS INFORMATION. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OBTAINED FROM THE USE OF THE INFORMATION.

G. FORCE MAJEURE – NEITHER PARTY WILL BE RESPONSIBLE FOR ANY FAILURE OR DELAY IN PERFORMANCE DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, WAR, RIOT, EMBARGOES, ACTS OF CIVIL OR MILITARY AUTHORITIES, FIRE, FLOODS, ACCIDENTS, SERVICE OUTAGES RESULTING FROM EQUIPMENT AND/OR SOFTWARE FAILURE AND/OR TELECOMMUNICATIONS FAILURES, POWER FAILURES, NETWORK FAILURES, FAILURES OF THIRD PARTY SERVICE PROVIDERS (INCLUDING PROVIDERS OF INTERNET SERVICES AND TELECOMMUNICATIONS). THE PARTY AFFECTED BY ANY SUCH EVENT SHALL NOTIFY THE OTHER PARTY WITHIN A MAXIMUM OF FIFTEEN (15) DAYS FROM ITS OCCURENCE. THE PERFORMANCE OF THS AGREEMENT SHALL THEN BE SUSPENDED FOR AS LONG AS ANY SUCH EVENT SHALL PREVENT THE AFFECTED PARTY FROM PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT.

14. LINKS TO THIRD PARTY SITES


A. THE LINKS IN THIS AREA WILL LET YOU LEAVE MemberSpeed, Inc. 'S SITE. THE LINKED SITES ARE NOT UNDER THE CONTROL OF MemberSpeed, Inc. AND MemberSpeed, Inc. IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. MemberSpeed, Inc. IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. MemberSpeed, Inc. IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY MemberSpeed, Inc. OF THE SITE.

B. MemberSpeed, Inc. is a distributor (and not a publisher) of content supplied by third parties and Users. Accordingly,  MemberSpeed, Inc. has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, Users or any other user of MemberSpeed.com, are those of the respective author(s) or distributor(s) and not of MemberSpeed, Inc. . Neither MemberSpeed, Inc. nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose.

C. In many instances, the content available through MemberSpeed.com represents the opinions and judgments of the respective information provider, User, or other user not under contract with MemberSpeed, Inc. . MemberSpeed, Inc. neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on MemberSpeed.com by anyone other than authorized MemberSpeed, Inc. employee spokespersons while acting in their official capacities. Under no circumstances will MemberSpeed, Inc. be liable for any loss or damage caused by a User's reliance on information obtained through MemberSpeed.com. It is the responsibility of User to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through MemberSpeed, Inc. . Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content.

15. UNSOLICITED IDEA SUBMISSION POLICY


MemberSpeed, Inc. OR ANY OF ITS EMPLOYEES DO NOT ACCEPT OR CONSIDER UNSOLICITED IDEAS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES. PLEASE DO NOT SEND ANY ORIGINAL CREATIVE ARTWORK, SAMPLES, DEMOS, OR OTHER WORKS. THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN MemberSpeed, Inc. 'S PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO MemberSpeed, Inc. SO, PLEASE DO NOT SEND YOUR UNSOLICITED IDEAS TO MemberSpeed, Inc. OR ANYONE AT MemberSpeed, Inc. IF, DESPITE OUR REQUEST THAT YOU NOT SEND US YOUR IDEAS AND MATERIALS, YOU STILL SEND THEM, PLEASE UNDERSTAND THAT MemberSpeed, Inc. MAKES NO ASSURANCES THAT YOUR IDEAS AND MATERIALS WILL BE TREATED AS CONFIDENTIAL OR PROPRIETARY.

16. PRIVACY POLICY


MemberSpeed, Inc. respect your privacy and permits Users to control the treatment of personal information. A complete statement of MemberSpeed, Inc. current Privacy Policy can be reviewed by clicking on the "Privacy Policy" hypertext link located or published at the bottom of our Web pages.

17. MONITORING

MemberSpeed, Inc. shall have the right, but not the obligation, to monitor the content of MemberSpeed.com, including chat rooms and forums, to determine compliance with this Agreement and any operating rules established by MemberSpeed, Inc. and to satisfy any law, regulation or authorized government request. MemberSpeed, Inc. shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on MemberSpeed.com. Without limiting the foregoing, MemberSpeed, Inc. shall have the right to remove any material that MemberSpeed, Inc. , in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.

18. INDEMNIFICATION
 

User agrees to defend, indemnify and hold harmless MemberSpeed, Inc. , its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of MemberSpeed, Inc. by User or User's Account.

19. TERMINATION


Either MemberSpeed, Inc. , MemberSpeed.com or User may terminate this Agreement at any time. Without limiting the foregoing, MemberSpeed, Inc. shall have the right to immediately terminate User's Account in the event of any conduct by User which MemberSpeed, Inc. , in its sole discretion, considers to be unacceptable, or in the event of any breach by User of this Agreement.

20. PAYMENTS AND REFUND POLICY

A. Users are charged for Services and we have a 30 day money back guarantee policy. If you pay someone other than us for these Services, then the charges and billing terms are as stated by the other company. Even if you do not pay for the some of the Services, you may still incur charges incidental to using the Services; for example, charges for Internet access, mobile text messaging, or other data transmission. The price for the Services will be assed all applicable taxes and charges unless stated otherwise. These taxes and charges are your responsibility. Currency exchange settlements are based on your agreement with your payment method provider. MemberSpeed, Inc. reserves the right to change pricing from time to time, but it will be posted on the Website before you incur any billing. If you do not agree to these changes, then you must cancel and stop using the Website before the changes take place.

B. When you create an account, you enter your payment method. You must be authorized to use the payment method. You authorize MemberSpeed, Inc. to charge you for the Services using your payment method and for any paid feature of the Services for which you choose to sign-up for. MemberSpeed, Inc. may bill you for more than one of your prior billing periods together.

21. ENTIRE AGREEMENT


This Agreement, the privacy policy, domain licenses and any operating rules for MembershipMillionaire.com established by MemberSpeed, Inc. constitute the entire agreement of the parties and supersede all previous written or oral agreements between the parties.

22. ARBITRATION


Each party to this Agreement expressly agrees that all disputes, claims or controversies that exist or may come to exist between them including, without limitation, all disputes, claims or controversies that exist or may arise out of, under or in connection with this Agreement, first to binding arbitration located in County, United States in accordance with the Commercial Arbitration Procedures of the American Arbitration Association. The parties agree that judgment upon the arbitration award will be final, binding and conclusive upon each party and may be entered into any court having jurisdiction. In the case of action under this Section, the prevailing party shall be entitled to recover its costs of the proceeding, including reasonable attorneys' fees and out of pocket expenses.

23. CHOICE OF LAW, VENUE AND FORUM


The TOU, the privacy policy, domain licenses and any operating rules for MemberSpeed.com shall be construed in accordance with and governed by the laws of the United States and the State of Nevada , without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in Washoe County, Nevada, United States in all disputes arising out of or related to the use of the Website or, without reference to their rules regarding conflicts of law.

23. SEVERABILITY


If, for whatever reason, a court of competent jurisdiction finds any term or condition in these Terms of Use to be unenforceable, all other terms and conditions will remain unaffected and in full force and effect.

24. WAIVER


No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

25. HEADINGS


The section headings used herein are for convenience only and shall not be given any legal importance.

26. COPYRIGHT


All contents of Website or Services are: © 2008 MemberSpeed, Inc. . All rights reserved.

27. TRADEMARKS


The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example companies, organizations, products, domain names, email addresses, logos, people and events depicted herein are fictitious. No association with any real company, organization, product, domain name, email address, logo, person, or event is intended or should be inferred.

Any rights not expressly granted herein are reserved.

28. NO LICENSE


Nothing contained on the Website should be understood as granting you a license to use any of the trademarks, service marks, logos and the like owned by MemberSpeed, Inc. or by any third party.

29. NOTICES


Any notices to MemberSpeed, Inc. shall be given by email to support @ MemberSpeed.com and by certified mail, return receipt requested MemberSpeed, Inc. 2248 Meridian Boulevard Suite H. Minden, NV 89423 United States. Any notice to Users shall be sent by email to the email address provided by the User. Email notices to a User shall be deemed delivered twenty-four (24) hours from the time the email is sent. Notices to MemberSpeed, Inc. shall be deemed delivered five (5) calendar days after sent by certified mail.

30. COPYRIGHT INFRINGEMENT


MemberSpeed, Inc. has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Website or with the Services. MemberSpeed, Inc. has adopted a policy that provides for the immediate suspension and/or termination of any Website or Services user who is found to have infringed on the rights of MemberSpeed, Inc. or of a third party, or otherwise violated any intellectual property laws or regulations. MemberSpeed, Inc. ’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want MemberSpeed, Inc. to delete, edit, or disable the material in question, you must provide MemberSpeed, Inc. with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit MemberSpeed, Inc. to locate the material; (d) information reasonably sufficient to permit MemberSpeed, Inc. to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to the Copyright Infringement Unit, support @ MemberSpeed.com and by certified mail, return receipt requested MemberSpeed, Inc. 2248 Meridian Boulevard Suite H. Minden, NV 89423, United States.

31. FTC DISCLOSURE STATEMENT

MemberSpeed Inc. wishes to fully comply with the new Federal Trade Commission Rules concerning the use of endorsements and testimonials in marketing and advertising.  Therefore, MemberSpeed Inc. will disclose all business or material relationships to the endorsers, affiliates and the testimonials listed herein on this site in a clear and conspicuous manner.  To that extent, if MemberSpeed Inc. gave a commission, monetary compensation or free products and services for the commentary, review, endorsement, testimony and the like listed herein on this site MemberSpeed Inc. will attempt to disclose the business or material relationships either via a link to an FTC disclosure statement or in the text of the post, blog, endorsement, testimonial or other forms of marketing and advertising materials.  If it was an unsolicited testimonial from a paying member or customer MemberSpeed Inc. will state that they had used MemberSpeed Inc. advertised products or services and submitted commentary, review, endorsement, testimony and the like listed herein on this site by their own free will to us.  Furthermore, MemberSpeed Inc., at their discretion, will neither deem someone an expert in the field of the advertised products or services unless the expert follows the FTC rules and guidelines nor claim that the commentary, review, endorsement, testimony and the like listed herein on this site are representative of what consumers/customers will generally achieve with the MemberSpeed Inc. advertised products or services.  MemberSpeed Inc. encourages all questions concerning the business or material relationships contained in either the commentary, review, endorsement, testimony and the like listed herein on this site be addressed to our support desk at MemberSpeedSupport.com

32. ACKNOWLEDGEMENT


BY USING THE SERVICES OR ACCESSING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.

Any rights not expressly granted herein are reserved.