27. SECURITY AND DATA BREACH RESPONSE
Security Measures
We implement and maintain reasonable technical and organizational security measures designed to protect the Services and data processed through the Services against unauthorized access, use, alteration, or disclosure. These measures include, without limitation:
Encryption of data in transit using industry-standard protocols.
Logical and physical access controls to production systems and databases.
Regular security assessments and monitoring of systems and networks.
Policies and procedures for secure development and change management.
No Guarantee
You acknowledge that no security measures are perfect or impenetrable and that we cannot guarantee the security of your data or the Services. We do not warrant that the Services or any data stored or transmitted through the Services will be free from unauthorized access, loss, corruption, or breach.
Security Incident Defined
For purposes of this Section, a "Security Incident" means any confirmed unauthorized access to, acquisition of, or disclosure of personal information maintained by us that compromises the security, confidentiality, or integrity of such information, excluding good-faith access by our employees or contractors in the course of their duties.
Notification of Security Incidents
In the event we become aware of a Security Incident affecting your data or your members' data processed through the Services, we will:
Notify you without unreasonable delay and in accordance with applicable law.
Provide you with a description of the Security Incident, including, to the extent known, the categories and approximate number of individuals and records affected.
Provide you with information regarding the measures we have taken or plan to take to address the Security Incident and mitigate potential harm.
Provide a contact point for further information.
Method of Notification
Notification will be delivered to the email address associated with your account or posted as a notice within your account dashboard. You are responsible for maintaining current contact information and regularly monitoring your account.
Your Responsibilities. You acknowledge that:
You are responsible for your own compliance with applicable data breach notification laws with respect to your members and end users.
Our notification to you does not constitute our determination that you are required to notify any person under applicable law.
We may provide you with information to assist your own assessment, but you are solely responsible for determining your legal obligations.
Cooperation
In the event of a Security Incident, you agree to reasonably cooperate with us in our investigation and remediation efforts. We will use commercially reasonable efforts to keep you informed of the status of any investigation.
No Admission
Our notification of a Security Incident does not constitute an admission of fault or liability by us, nor does it waive any of our rights or defenses under these Legal Terms or applicable law.
Third-Party Systems
This Section applies only to Security Incidents occurring within systems under our direct control. We are not responsible for security incidents occurring within third-party systems, including payment processors, integration providers, or services you connect to the Platform.
28. SMS AND ELECTRONIC COMMUNICATIONS COMPLIANCE
Consent to SMS Messages
By providing your mobile phone number and opting in to receive SMS messages through the Services, you expressly consent to receive automated text messages from us or on our behalf at the number you provided. Your consent is not a condition of purchase or use of the Services.
Types of Messages
The messages you receive may include, but are not limited to:
Transactional Messages: Account notifications, security alerts, billing confirmations, appointment reminders, class updates, and other messages related to your use of the Services.
Marketing Messages: Promotional offers, product updates, newsletters, and other marketing communications (only if you have separately opted in to receive marketing messages).
Message Frequency
Message frequency varies depending on your use of the Services and your notification preferences. You may receive multiple messages per week during periods of active use.
Message and Data Rates
Standard message and data rates may apply to any SMS messages you send or receive. These rates are determined by your mobile carrier and the terms of your mobile service plan. You are responsible for all charges from your mobile carrier.
Opt-Out Instructions
You may opt out of receiving SMS messages at any time by:
Replying "STOP" to any SMS message you receive from us.
Adjusting your notification preferences in your account settings.
Contacting us at team@managememberships.com or 8124616259.
After you opt out, you will receive one final confirmation message, and no further SMS messages will be sent to your mobile number unless you opt in again.
Help and Support
For help or more information about SMS messages, reply "HELP" to any message or contact us at team@managememberships.com or 8124616259.
Supported Carriers
The SMS service is available to users on participating carrier networks. Supported carriers include AT&T, Verizon Wireless, Sprint, T-Mobile, U.S. Cellular, and other major carriers. Service may not be available on all carriers or in all geographic areas. We are not responsible for any delays or failures in message delivery caused by your mobile carrier.
TCPA Compliance
You acknowledge that by providing your mobile number and opting in, you are providing your express written consent to receive automated SMS messages in compliance with the Telephone Consumer Protection Act (47 U.S.C. §227) and related regulations. This consent applies to the specific mobile number you provide and does not authorize us to contact you at any other number.
Accuracy of Information
You represent and warrant that:
You are the authorized user of the mobile phone number you provide.
You have the authority to consent to receive SMS messages at that number.
You will update your mobile number if it changes.
No Guarantee of Delivery
We do not guarantee that SMS messages will be delivered to you. Delivery may be delayed or fail due to carrier issues, network congestion, device compatibility, or other factors outside our control. We are not liable for any failure or delay in message delivery.
Member Communications Through the Platform
If you are a business customer using the Services to send SMS messages to your members:
You represent and warrant that you have obtained all necessary consents and authorizations from your members to send them SMS messages.
You agree to comply with the TCPA, state "mini-TCPA" laws, and all other applicable telemarketing and communications laws.
You are solely responsible for the content, timing, and frequency of messages sent to your members through the Platform.
You agree to promptly honor all opt-out requests from your members and maintain your own records of consent and opt-outs.
Email Communications
By creating an account or providing your email address, you consent to receive electronic communications from us via email. These communications may include notices about your account, updates to these Legal Terms, invoices, receipts, security alerts, and other service-related messages. You may not opt out of receiving transactional or service-related emails, but you may opt out of marketing emails by following the unsubscribe instructions in those emails.
29. DATA PROCESSING AND ROLES
Definitions
For purposes of this Section:
"Customer Data" means personal information and other data that you or your members submit to, or that is collected or processed through, the Services in connection with your use of the Platform.
"Controller," "Processor," "Data Subject," "Personal Data," and "Processing" have the meanings given to them in applicable data protection laws, including the California Consumer Privacy Act ("CCPA"), as amended by the California Privacy Rights Act ("CPRA"), and the General Data Protection Regulation ("GDPR") (EU) 2016/679.
"Service Provider" has the meaning given in the CCPA.
Relationship of the Parties
With respect to Customer Data:
You are the Controller (or "Business" under the CCPA) and determine the purposes and means of Processing.
We are the Processor (or "Service Provider" under the CCPA) and Process Customer Data solely on your behalf and in accordance with your instructions as set forth in these Legal Terms.
This Section, together with our Privacy Policy, constitutes your complete instructions regarding the Processing of Customer Data.
Scope and Purpose of Processing
We will Process Customer Data only for the following purposes:
Providing, maintaining, and improving the Services.
Complying with your instructions as conveyed through your use and configuration of the Services.
Complying with applicable legal obligations.
Protecting the security and integrity of the Services.
Performing our obligations under these Legal Terms.
Restrictions on Processing
We will not:
Sell or share Customer Data, as those terms are defined under the CCPA.
Retain, use, or disclose Customer Data for any purpose other than the specific purposes set forth in this Section or as otherwise permitted by the CCPA.
Retain, use, or disclose Customer Data outside the direct business relationship between you and us, except as permitted by applicable law.
Combine Customer Data with personal information we receive from or on behalf of other persons, except as necessary to provide the Services.
Subprocessors
You acknowledge and agree that we may engage third-party service providers ("Subprocessors") to assist in Processing Customer Data, including:
Cloud hosting and infrastructure providers.
Payment processors and financial services providers.
Communication and messaging service providers (e.g., email, SMS).
Analytics and monitoring services.
Customer support and ticketing platforms.
We will ensure that any Subprocessor is bound by written obligations that are no less protective than those set forth in this Section. We remain liable for the acts and omissions of our Subprocessors to the same extent as if we performed their services directly.
Data Subject Requests
If we receive a request from a Data Subject (such as one of your members) to exercise their rights under applicable data protection laws (e.g., access, deletion, correction, portability):
We will promptly notify you of the request.
We will not respond to the Data Subject directly unless required by law.
You are responsible for responding to such requests in accordance with applicable law.
We will provide reasonable cooperation and assistance to enable you to respond, including by providing access to, or deletion of, Customer Data in our possession, to the extent required by law.
Security
We will implement and maintain appropriate technical and organizational measures to protect Customer Data against unauthorized or unlawful Processing and against accidental loss, destruction, damage, alteration, or disclosure, as further described in the "Security and Data Breach Response" section of these Legal Terms.
Data Retention and Deletion
We will retain Customer Data only for as long as necessary to provide the Services and fulfill the purposes described in this Section. Upon termination or expiration of your account:
You may request export of your Customer Data within 30 days of termination.
We will delete or anonymize Customer Data within 90 days of termination, except where retention is required by applicable law or necessary to resolve disputes or enforce these Legal Terms.
Certain metadata and logs may be retained for operational and security purposes in accordance with our standard data retention policies.
Audits and Compliance
Upon your reasonable written request and subject to reasonable confidentiality obligations, we will provide you with information necessary to demonstrate compliance with this Section. Any audit must be conducted:
No more than once per year, unless required by a regulatory authority.
During regular business hours and with reasonable advance notice.
At your expense.
In a manner that does not unreasonably interfere with our business operations.
Cross-Border Transfers
You acknowledge and agree that Customer Data may be transferred to and processed in the United States and other countries where we or our Subprocessors operate. We will ensure that any such transfers comply with applicable data protection laws, including, where required, implementation of Standard Contractual Clauses or other approved transfer mechanisms.
Your Obligations as Controller. You represent, warrant, and covenant that:
You have obtained all necessary rights, consents, and authorizations to provide Customer Data to us and to permit Processing as described in these Legal Terms.
Your provision and our Processing of Customer Data complies with all applicable data protection laws.
You have provided all required notices and disclosures to Data Subjects regarding the Processing of their Personal Data.
You will not provide us with any "special categories" of Personal Data (e.g., health data, biometric data, data revealing racial or ethnic origin) unless you have a lawful basis and the Services are appropriate for such Processing.
CCPA-Specific Terms
To the extent we Process Customer Data subject to the CCPA as your Service Provider:
We certify that we understand the restrictions on our use and disclosure of Customer Data set forth in this Section.
We will notify you if we determine that we can no longer meet our obligations under the CCPA.
You may take reasonable steps to ensure we use Customer Data in accordance with your obligations under the CCPA.
30. REFUND, BILLING DISPUTES, AND CHARGEBACK POLICY
Non-Refundable Purchases
Except as expressly set forth in this Section or as required by applicable law, all purchases of subscriptions, services, and other products through the Services are final and non-refundable.
Free Trial Period
We offer a 5-day free trial to new users who register with the Services. You will not be charged during the free trial period. At the end of the free trial, your payment method will be automatically charged for the subscription plan you selected unless you cancel before the trial period ends.
Cancellation and Proration
You may cancel your subscription at any time by logging into your account and following the cancellation instructions. Cancellation will be effective at the end of your current billing cycle, and you will not receive a refund or credit for any unused portion of your subscription. We do not offer partial refunds or prorated credits for mid-cycle cancellations.
Disputed Charges
If you believe you have been incorrectly charged or if you have questions about a charge, you must contact us within 30 days of the charge at team@managememberships.com or 8124616259. We will investigate all good-faith disputes and will issue a refund or credit if we determine that an error occurred.
Unauthorized Charges
If you believe that a charge was unauthorized or fraudulent, you must notify us immediately at team@managememberships.com. We will investigate and take appropriate action, which may include issuing a refund or credit and suspending or terminating the account associated with the unauthorized charge.
Chargebacks
If you initiate a chargeback or payment dispute with your bank or payment provider without first contacting us to resolve the issue:
We may immediately suspend or terminate your access to the Services.
You will remain liable for all amounts due under these Legal Terms, plus any chargeback fees, reversal fees, or other costs incurred by us.
You may be prohibited from creating a new account or using the Services in the future.
We encourage you to contact us first to resolve any billing issues before initiating a chargeback.
Failed Payments and Retries
If a payment fails due to insufficient funds, expired payment method, or other payment processing error:
We may attempt to re-process the payment at our discretion.
We may suspend or downgrade your access to the Services until payment is successfully processed.
You remain responsible for any outstanding balance, and we may pursue collection of unpaid amounts.
Automatic Renewal and Notice
Your subscription will automatically renew at the end of each billing cycle unless you cancel before the renewal date. In accordance with applicable automatic renewal laws, including but not limited to California's Automatic Renewal Law (Cal. Bus. & Prof. Code §17600 et seq.):
We will provide you with clear notice of the automatic renewal terms at the time of enrollment.
We will send you a reminder notice before each renewal that includes the renewal date and amount to be charged.
You may cancel your subscription at any time through your account settings or by contacting us.
Cancellation is effective at the end of the current billing cycle, and you will not be charged for subsequent cycles.
Price Changes
We reserve the right to change subscription prices at any time. Price changes will not affect your current subscription term; any price increase will take effect at your next renewal date. We will provide you with advance notice of any price changes in accordance with applicable law, and you may cancel your subscription before the new price takes effect if you do not agree to the increase.
Consumer Rights
Nothing in this Section limits or waives any consumer rights you may have under applicable law, including rights to refunds, cancellation, or dispute resolution. Certain jurisdictions may provide additional rights with respect to automatic renewals, billing disputes, or refunds, and those rights are not waived by these Legal Terms.
31. SERVICE LEVELS AND AVAILABILITY
Service Availability
We will use commercially reasonable efforts to make the Services available 24 hours per day, 7 days per week, except for:
Planned maintenance and updates.
Emergency maintenance required to address security vulnerabilities or critical system issues.
Events beyond our reasonable control, including Force Majeure events as defined in these Legal Terms.
Scheduled Maintenance
We will use reasonable efforts to:
Schedule routine maintenance during off-peak hours.
Provide advance notice of scheduled maintenance via email or in-platform notification when feasible.
Minimize the duration of any planned downtime.
No Uptime Guarantee
Unless you have purchased a separate Service Level Agreement ("SLA"), we do not guarantee any specific level of uptime or availability. The Services are provided on an "as-is" and "as-available" basis, and you acknowledge that interruptions, delays, and downtime may occur. If you have purchased a separate SLA, the uptime commitments, service credits, and related terms set forth in that SLA will govern.
Exclusions from Downtime
For purposes of measuring Service availability, the following are not considered Service downtime or unavailability:
Scheduled maintenance and upgrades.
Outages caused by your internet service provider, your network, or your equipment.
Outages caused by third-party services, integrations, or APIs.
Outages caused by Force Majeure events.
Unavailability resulting from your violation of these Legal Terms.
Unavailability of features designated as "Beta," "Preview," "Experimental," or similar labels.
No Service Credits
We do not offer service credits, refunds, or other compensation for Service downtime or unavailability, except as expressly set forth in a separate Service Level Agreement (if any) or as required by applicable law.
Beta and Experimental Features
From time to time, we may offer features, functionality, or services labeled as "Beta," "Preview," "Early Access," "Experimental," or similar designations. These features:
Are provided on an as-is basis and may contain bugs, errors, or defects.
May be modified, suspended, or discontinued at any time without notice.
Are not subject to any uptime or availability commitments.
Should not be used for production or mission-critical purposes.
May not be covered by customer support or may have limited support.
Performance and Capacity
Service performance may vary based on factors including your internet connection, the number of users on your account, the volume of data processed, and third-party integrations you enable. We do not guarantee that the Services will meet your specific performance requirements, and we may implement usage limits or rate limits to ensure fair access for all users.
Modifications to the Services
We reserve the right to change, modify, suspend, or discontinue any aspect of the Services at any time, including features, functionality, or third-party integrations, with or without notice. We will use reasonable efforts to notify you of material changes that negatively impact your use of the Services, but we have no obligation to maintain any particular feature or functionality.
Your Responsibility. You are solely responsible for implementing appropriate backup, redundancy, and business continuity measures to protect your business from Service unavailability. We strongly recommend that you:
Maintain independent backups of critical data.
Have alternative methods of conducting business during Service outages.
Do not rely on the Services as your sole means of communicating with or transacting with your members.
32. ACCESSIBILITY COMMITMENT AND ACCOMMODATION
Commitment to Accessibility
We are committed to making the Services accessible to all users, including individuals with disabilities. We strive to design and maintain the Services in accordance with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA or successor standards, to the extent commercially reasonable.
Ongoing Efforts
Accessibility is an ongoing effort, and we continually work to improve the user experience for all individuals. We recognize that full conformance with accessibility standards is an evolving goal, and we commit to making incremental improvements over time.
Accessibility Features
The Services may include features designed to improve accessibility, such as:
Keyboard navigation and screen reader compatibility.
Alternative text for images and graphical elements.
Clear and consistent navigation and labeling.
Adjustable text size and contrast settings where feasible.
Accommodation Requests
If you encounter any accessibility barriers while using the Services, or if you require an accommodation to access or use the Services, please contact us at: Email: team@managememberships.com Phone: 8124616259 Mail: Dayat Enterprises, INC d/b/a ManageMemberships, Attn: Accessibility Coordinator, PO Box 14684, Evansville, IN 47714
Response to Requests
We will respond to accessibility-related inquiries and accommodation requests within a reasonable time and will work with you in good faith to provide a reasonable accommodation or alternative means of access where feasible.
Feedback
We welcome feedback on the accessibility of the Services. If you have suggestions for how we can improve accessibility, please contact us using the information provided above.
Third-Party Content and Integrations
While we strive to ensure the accessibility of the Services, we do not control and are not responsible for the accessibility of third-party websites, content, integrations, or services linked to or accessible through the Services. We encourage third parties to maintain accessible platforms, but we cannot guarantee their compliance.
No Warranty
This accessibility commitment does not constitute a warranty that the Services will be accessible to all users or fully conform to any particular accessibility standard. The Services are provided "as-is," and accessibility features and levels of conformance may vary.
33. CHILDREN'S PRIVACY AND COPPA COMPLIANCE
Age Restriction
The Services are intended for users who are at least 18 years of age. Persons under the age of 18 are not permitted to use or register for the Services.
Not Directed to Children
The Services are not directed to children under the age of 13, and we do not knowingly collect personal information from children under 13 in accordance with the Children's Online Privacy Protection Act ("COPPA"), 15 U.S.C. §§6501–6506.
No Knowing Collection
We do not knowingly collect, use, or disclose personal information from individuals under the age of 13. If you are under 13, do not use the Services, provide any information through the Services, or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or username.
Parental Notice and Deletion
If we learn that we have collected or received personal information from a child under 13 without verification of parental consent, we will delete that information as promptly as reasonably practicable. If you believe we have collected information from a child under 13, please contact us immediately at: Email: team@managememberships.com Phone: 8124616259 Mail: Dayat Enterprises, INC d/b/a ManageMemberships, Attn: Privacy Officer, PO Box 14684, Evansville, IN 47714
Customer Responsibility for Member Ages
If you are a business customer using the Services to manage members:
You represent and warrant that you have verified the ages of your members and obtained any required parental or guardian consent before enrolling individuals under the age of 18.
You are solely responsible for complying with COPPA and any other applicable laws regarding the collection and processing of information from minors.
You will not use the Services to knowingly collect or process personal information from children under 13 unless you have implemented a valid parental consent mechanism in compliance with COPPA.
Account Termination
If we become aware that a user is under the age of 18, or that a business customer is using the Services to process information from children under 13 without proper consent, we may immediately suspend or terminate the account and delete associated information.
34. EXPORT CONTROL AND SANCTIONS COMPLIANCE
Export Control Laws
The Services, including any software, technology, or technical data provided as part of the Services, may be subject to export control laws and regulations of the United States and other jurisdictions, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce and trade sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC").
Prohibited Use
You agree that you will not, directly or indirectly, export, re-export, transfer, or make available the Services or any portion thereof:
To any country, region, or territory subject to U.S. trade sanctions or embargoes (including, as of the date of these Legal Terms, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine).
To any individual or entity identified on any U.S. government restricted party list, including the Specially Designated Nationals and Blocked Persons List, the Denied Persons List, the Entity List, or the Unverified List.
For any use prohibited by applicable export control or sanctions laws.
User Representations
You represent and warrant that:
You are not located in, under the control of, or a national or resident of any embargoed or sanctioned country or region.
You are not identified on any U.S. government restricted party list.
You will not use the Services for any purpose prohibited by U.S. export control or sanctions laws, including the development, design, manufacture, or production of nuclear, chemical, or biological weapons or missile technology.
Termination for Non-Compliance
We reserve the right to suspend or terminate your access to the Services immediately and without notice if we determine, in our sole discretion, that your use of the Services violates or may violate applicable export control or sanctions laws, or if we are required to do so by law or by a governmental authority.
Compliance Obligations
You are solely responsible for complying with all applicable export control and sanctions laws in connection with your use of the Services. You agree to indemnify and hold us harmless from any claims, damages, or liabilities arising from your failure to comply with such laws.
Changes in Law
Export control and sanctions laws are subject to change. You acknowledge that the lists of embargoed countries, regions, and restricted parties may change from time to time, and you are responsible for ensuring ongoing compliance with current laws and regulations.
35. NOTICE AND LEGAL COMMUNICATIONS
Notice to Company
Any notice, demand, or other legal communication required or permitted to be given to us under these Legal Terms ("Notice to Company") must be in writing and delivered by one of the following methods:
Email: team@managememberships.com
Certified Mail or Overnight Courier: Dayat Enterprises, INC d/b/a ManageMemberships, Attn: Legal Department, PO Box 14684, Evansville, IN 47714, United States
Notice to Company will be deemed given:
If sent by email, upon our receipt of confirmation of delivery.
If sent by certified mail or overnight courier, upon the earlier of actual receipt or three (3) business days after deposit with the postal service or courier.
Notice to You
We may provide notice, disclosures, or other communications required or permitted under these Legal Terms ("Notice to You") by one or more of the following methods:
Email to the email address associated with your account.
Posting a notice or message within your account dashboard or the Services.
Posting a notice on the publicly accessible portions of the Site.
U.S. mail to the address you have provided to us.
Notice to You will be deemed given:
If sent by email, upon transmission to your registered email address.
If posted within the Services or on the Site, upon posting.
If sent by U.S. mail, three (3) business days after deposit with the postal service.
Your Responsibility to Monitor. You are responsible for:
Maintaining a current and accurate email address and mailing address in your account settings.
Regularly checking your email (including spam or junk folders) and account dashboard for notices and communications from us.
Ensuring that our email communications are not blocked by filters or other settings.
Legal and Formal Notices Distinguished
Notices required under these Legal Terms (e.g., notices of breach, indemnification claims, arbitration demands, termination notices) must follow the procedures set forth in this Section. Informal communications, including customer support inquiries, billing questions, and general correspondence, may be sent to team@managememberships.com or through other customer support channels and are not subject to the formal Notice requirements of this Section.
Changes to Notice Information
We may update our Notice contact information from time to time by updating these Legal Terms. You may update your email address or mailing address at any time through your account settings. It is your responsibility to keep your contact information current.
36. CUSTOMER COMPLIANCE AND REGULATORY OBLIGATIONS
Customer Compliance
You are solely responsible for ensuring that your use of the Services and your interactions with your members comply with all applicable federal, state, local, and international laws, regulations, and industry standards, including but not limited to:
Consumer protection laws and regulations.
Privacy and data protection laws, including CCPA, GDPR, and state data breach notification laws.
Payment card industry data security standards (PCI-DSS).
Anti-money laundering (AML) and know-your-customer (KYC) requirements.
Laws governing automatic renewals and subscription billing.
Telemarketing and communications laws, including the TCPA and CAN-SPAM Act.
Health, safety, and accessibility requirements applicable to your business or facility.
No Legal or Compliance Advice
The Services are a software platform and do not constitute legal, tax, accounting, regulatory, or compliance advice. We do not advise you on the applicability of any law or regulation to your business, and you should consult with qualified professionals regarding your compliance obligations.
Prohibited and Regulated Activities
You acknowledge that the Services are not designed or certified for use in highly regulated industries or for certain sensitive purposes. You agree not to use the Services:
In connection with any activity subject to the Health Insurance Portability and Accountability Act (HIPAA), unless you have entered into a separate Business Associate Agreement with us.
In connection with any activity subject to the Gramm-Leach-Bliley Act (GLBA) or other financial services regulations, unless you have verified that the Services meet applicable requirements.
In connection with any activity subject to the Federal Information Security Management Act (FISMA) or similar government security standards.
To process special categories of personal data (e.g., health data, biometric data, genetic data, data revealing racial or ethnic origin, religious beliefs, or sexual orientation) unless you have a lawful basis and the Services are appropriate for such processing.
For any illegal, fraudulent, or deceptive purpose.
Member Consents and Disclosures
You represent and warrant that you have:
Obtained all necessary consents, authorizations, and permissions from your members to collect, use, and share their personal information through the Services.
Provided all required notices and disclosures to your members regarding how their information will be used, stored, and shared.
Obtained all necessary consents to send electronic and SMS communications to your members.
Implemented appropriate measures to verify the identity and age of your members where required by law.
Waivers and Legal Documents
If you use the Services to collect digital waivers, liability releases, agreements, or other legal documents from your members:
You are solely responsible for ensuring that the content, format, and execution of such documents comply with applicable law.
We do not review, approve, or provide legal advice regarding the enforceability or adequacy of your waivers or agreements.
You should consult with a qualified attorney licensed in your jurisdiction to draft or review any legal documents you require members to sign.
We provide electronic signature functionality as a tool, but we do not warrant that signatures collected through the Services will be enforceable in your jurisdiction or for your intended purpose.
Payment Processing Compliance
If you use the Services to collect payments from your members:
You are responsible for compliance with all applicable payment processing rules, regulations, and card network requirements.
You must comply with PCI-DSS requirements applicable to merchants and service providers.
You must not use the Services to process payments for prohibited or restricted business types as defined by our payment processors or card networks.
You are responsible for accurately describing the goods or services you provide, honoring refund and cancellation policies, and responding promptly to payment disputes and chargebacks.
Monitoring and Audits
We reserve the right, but have no obligation, to monitor your use of the Services for compliance with these Legal Terms and applicable law. If we become aware or suspect that you are using the Services in violation of applicable law or these Legal Terms, we may:
Request additional information or documentation from you.
Suspend or limit your access to certain features.
Terminate your account in accordance with the "Term and Termination" section of these Legal Terms.
Report suspected illegal activity to appropriate authorities.
Updates and Changes in Law
You acknowledge that laws and regulations governing your business and use of the Services may change over time. You are responsible for staying informed of legal and regulatory developments and for updating your practices and use of the Services accordingly. We may, but are not obligated to, notify you of changes in law that may affect your use of the Services.
International Use
If you use the Services to serve members located outside the United States, you are responsible for complying with the data protection, privacy, consumer protection, and other laws of those jurisdictions. The Services are hosted in the United States, and data processed through the Services may be transferred to and stored in the United States. You must ensure that any cross-border data transfers comply with applicable law.
37. MOBILE APPLICATION TERMS
Mobile Application License
Subject to your compliance with these Legal Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to download, install, and use the ManageMemberships mobile application (the "App") on a mobile device that you own or control, solely for your personal or internal business use in connection with the Services.
App Stores
The App may be made available through third-party application distribution platforms, including the Apple App Store and Google Play Store (each, an "App Store"). Your use of the App may be subject to additional terms and conditions imposed by the applicable App Store, and you agree to comply with all such terms. In the event of a conflict between these Legal Terms and the terms of an App Store, these Legal Terms will control with respect to the Services, but the App Store terms will control with respect to the distribution platform itself.
Updates and Support
We may from time to time issue updates, upgrades, patches, or new versions of the App. You agree to promptly install all updates we make available. We may automatically update the App on your device without notice. Continued use of the App constitutes your acceptance of any updates. We are under no obligation to provide support, maintenance, updates, or corrections for the App, but we may do so in our sole discretion.
Device Requirements and Compatibility
The App may require certain hardware, software, and network connectivity to function properly. You are responsible for ensuring that your device meets all requirements and for obtaining and maintaining all necessary data plans and internet access. We do not guarantee that the App will be compatible with all devices or operating systems, and compatibility may change over time as device manufacturers and operating system providers update their products.
Permissions and Data Collection
The App may request access to certain features, data, or functionality on your device, such as:
Camera and photo library (for uploading images).
Contacts (for member management).
Location services (for check-in and location-based features).
Push notifications (for alerts and messages).
Calendar (for scheduling and reminders).
You may grant or deny these permissions through your device settings. Certain features of the App may not function properly if permissions are denied. Information collected through the App is subject to our Privacy Policy.
Third-Party Integrations
The App may integrate with or provide access to third-party services, platforms, and APIs that you have connected to your account. These integrations are governed by the "Third-Party Integrations" section of these Legal Terms and the terms and policies of the third-party providers. We are not responsible for the performance, availability, or security of third-party integrations accessed through the App.
Prohibited Conduct
In addition to the prohibited activities set forth elsewhere in these Legal Terms, you agree not to:
Modify, reverse engineer, decompile, disassemble, or create derivative works based on the App or any portion thereof.
Remove, obscure, or alter any proprietary notices, labels, or marks on or within the App.
Use the App in any manner that could damage, disable, overburden, or impair our servers or networks.
Attempt to gain unauthorized access to any portion of the App or any systems or networks connected to the App.
Use the App to transmit any viruses, malware, or other malicious code.
Use the App in violation of any applicable law or regulation.
Termination of App License
This license to use the App will automatically terminate if you breach any provision of these Legal Terms. Upon termination, you must immediately cease all use of the App and delete all copies of the App from your devices. Sections of these Legal Terms that by their nature should survive termination will continue to apply.
Apple-Specific Terms
If you download the App from the Apple App Store, you acknowledge and agree that:
These Legal Terms are between you and us, and not with Apple, Inc
("Apple"). Apple is not responsible for the App or the content thereof.
The license granted to you is limited to a non-transferable license to use the App on an Apple-branded device that you own or control as permitted by the Apple App Store Terms of Service.
Apple has no obligation to furnish any maintenance or support services with respect to the App.
In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the App. To the maximum extent permitted by law, Apple will have no other warranty obligation with respect to the App.
Apple is not responsible for addressing any claims by you or any third party relating to the App or your use of the App, including product liability claims, claims that the App fails to conform to legal or regulatory requirements, and claims arising under consumer protection or similar laws.
In the event of any third-party claim that the App or your possession and use of the App infringes that third party's intellectual property rights, we, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such claim to the extent required by these Legal Terms.
Apple and Apple's subsidiaries are third-party beneficiaries of these Legal Terms with respect to the App, and upon your acceptance of these Legal Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Legal Terms against you as a third-party beneficiary.
You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Google Play-Specific Terms
If you download the App from Google Play, you acknowledge and agree that:
To the extent these Legal Terms conflict with the Google Play Terms of Service, the Google Play Terms of Service will control with respect to your use of the App downloaded from Google Play.
Google LLC is not responsible for and has no obligation or liability with respect to the App or these Legal Terms.
Export Compliance
You may not use or export the App except as authorized by U.S. law and the laws of the jurisdiction in which the App was obtained. In particular, the App may not be exported or re-exported to any country subject to U.S. embargoes or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By using the App, you represent and warrant that you are not located in any such country or on any such list.
38. BETA AND EXPERIMENTAL FEATURES
Availability of Beta Features
From time to time, we may make available features, functionality, or services that are designated as "Beta," "Preview," "Early Access," "Labs," "Experimental," or by similar labels indicating that the feature is not yet generally available or fully tested (collectively, "Beta Features").
Voluntary Participation
Your access to and use of Beta Features is entirely voluntary. You may choose whether to enable, use, or test Beta Features, and you may disable or stop using Beta Features at any time. We may invite certain users to participate in beta programs, or we may make Beta Features available to all users.
As-Is Provision and No Warranties
Beta Features are provided on an "as-is" and "as-available" basis for evaluation and feedback purposes only. We make no representations or warranties of any kind regarding Beta Features, including:
That Beta Features will function properly, be error-free, or be secure.
That Beta Features will be available continuously or at any particular time.
That Beta Features will be compatible with your systems, data, or workflows.
That any data or content processed through Beta Features will be accurate, complete, or preserved.
That Beta Features will be released as generally available features or will be supported long-term.
Modifications and Discontinuation
We may, at any time and without notice:
Modify, suspend, or discontinue any Beta Feature.
Change the functionality, appearance, or operation of any Beta Feature.
Impose or modify usage limits, restrictions, or eligibility criteria for Beta Features.
Remove your access to any Beta Feature.
Decide not to release a Beta Feature as a generally available feature.
No Production Use
You acknowledge and agree that Beta Features are not intended for production use, mission-critical applications, or processing of sensitive or irreplaceable data. You should not rely on Beta Features for critical business operations. You use Beta Features at your own risk.
Data and Backup
You are solely responsible for backing up any data or content you submit to or process through Beta Features. We are not responsible for any loss, corruption, or deletion of data resulting from your use of Beta Features. We may delete, modify, or migrate data associated with Beta Features at any time.
Feedback
If you provide us with feedback, suggestions, ideas, or other information regarding Beta Features ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit the Feedback for any purpose, commercial or otherwise, without compensation or attribution to you. You represent that you have the right to provide such Feedback and to grant the foregoing license.
Limited or No Support
Beta Features may not be supported by our customer support team, or support may be provided on a limited or best-effort basis. We are under no obligation to fix bugs, respond to support requests, or provide documentation or training for Beta Features.
Separate Terms
We may require you to accept separate or additional terms and conditions as a condition of accessing or using certain Beta Features. Those additional terms will supplement and, in case of conflict, supersede these Legal Terms with respect to the specific Beta Feature.
Transition to General Availability
If a Beta Feature transitions to general availability:
We will use reasonable efforts to notify you of the transition.
The feature will thereafter be subject to the standard terms of these Legal Terms, including any applicable fees.
We may migrate, modify, or discontinue certain aspects of the feature as part of the transition.
Data created or processed during the beta period may or may not be preserved or migrated, and you should confirm the status of your data before or during the transition.
39. DOOR ACCESS AND PHYSICAL SECURITY INTEGRATIONS
Optional Integration
The Services may include optional integrations with third-party door access control systems, electronic locks, security systems, and related physical security hardware and software (collectively, "Access Control Systems"). Your use of Access Control System integrations is entirely optional and subject to this Section.
Third-Party Systems
Access Control Systems are provided by third-party manufacturers and service providers, not by us. We do not manufacture, sell, install, maintain, or control Access Control Systems. We provide software integration functionality only, enabling the Services to communicate with compatible Access Control Systems that you have independently obtained, installed, and configured.
No Warranty or Guarantee
We make no representations or warranties regarding:
The reliability, accuracy, security, or performance of any Access Control System.
The compatibility of the Services with any particular Access Control System, device, or configuration.
The continued availability of integrations with any Access Control System.
That access credentials or permissions transmitted through the Services will function correctly or be delivered in real time.
That Access Control Systems will prevent unauthorized access to your facility or protect your property or members from harm.
Customer Responsibility for Physical Security
You acknowledge and agree that:
You are solely responsible for the physical security of your facility, premises, and property.
You are solely responsible for selecting, purchasing, installing, configuring, testing, maintaining, and monitoring Access Control Systems.
You must implement appropriate physical security measures, policies, and procedures independent of any Access Control System integration.
You must comply with all applicable building codes, fire codes, life safety regulations, accessibility requirements, and other legal obligations related to physical access control and security.
You must not rely solely on Access Control System integrations to ensure the safety or security of your facility, members, staff, or visitors.
Limitation of Liability for Access Control
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INJURY, DEATH, PROPERTY DAMAGE, THEFT, LOSS, OR OTHER HARM OF ANY KIND ARISING FROM OR RELATED TO:
THE FAILURE, MALFUNCTION, OR MISCONFIGURATION OF ANY ACCESS CONTROL SYSTEM.
UNAUTHORIZED ACCESS TO YOUR FACILITY RESULTING FROM ACCESS CONTROL SYSTEM FAILURE OR ERROR.
INABILITY TO EXIT YOUR FACILITY DUE TO ACCESS CONTROL SYSTEM FAILURE (INCLUDING FIRE OR EMERGENCY SITUATIONS).
DELAYS OR FAILURES IN TRANSMITTING ACCESS CREDENTIALS OR PERMISSIONS.
INACCURATE, INCOMPLETE, OR OUTDATED ACCESS PERMISSIONS OR MEMBER DATA.
YOUR RELIANCE ON ACCESS CONTROL SYSTEM INTEGRATIONS FOR SECURITY OR SAFETY PURPOSES.
Life Safety and Emergency Egress
You acknowledge that Access Control Systems may interfere with emergency egress and life safety if not properly designed, installed, and maintained. You are solely responsible for ensuring that:
All emergency exits remain accessible and comply with fire codes and life safety regulations at all times.
Access Control Systems include appropriate fail-safe or fail-secure mechanisms in accordance with applicable codes.
Building occupants can exit the facility safely in the event of fire, power failure, system malfunction, or other emergency.
Access Control Systems are regularly inspected, tested, and maintained by qualified professionals.
Data Accuracy and Synchronization
Access permissions and credentials transmitted through the Services are based on data you provide and maintain. You are responsible for ensuring that member data, access permissions, and account statuses are accurate and up to date. We are not responsible for access being granted or denied based on inaccurate, incomplete, or outdated data.
Regulatory Compliance
You are solely responsible for ensuring that your use of Access Control Systems complies with all applicable federal, state, and local laws and regulations, including:
Building, fire, and life safety codes.
Americans with Disabilities Act (ADA) and accessibility requirements.
Privacy laws governing the collection and use of biometric data or video surveillance.
Labor and employment laws regarding employee access and monitoring.
Indemnification for Access Control Claims
You agree to indemnify, defend, and hold us harmless from any claims, damages, liabilities, or expenses (including reasonable attorneys' fees) arising from or related to your use of Access Control System integrations, including claims for personal injury, wrongful death, property damage, theft, false imprisonment, invasion of privacy, or violations of safety or accessibility laws.
Disclaimer of Professional Services
We do not provide professional security consulting, installation, or monitoring services. Nothing in the Services or these Legal Terms constitutes professional advice regarding physical security, access control design, or regulatory compliance. You should consult with qualified security professionals, electricians, fire safety experts, and legal counsel regarding your physical security obligations.
40. SUSPENSION AND TERMINATION BY COMPANY
Grounds for Suspension or Termination
In addition to the termination rights set forth elsewhere in these Legal Terms, we reserve the right, in our sole discretion and without prior notice or liability, to suspend or terminate your account and access to the Services for any reason or no reason, including if:
You breach any provision of these Legal Terms or any other agreement between you and us.
You violate any applicable law, regulation, or third-party right.
Your account is subject to a court order, legal process, or government investigation.
Your account has been flagged for suspected fraudulent, abusive, or illegal activity.
Your use of the Services creates security, operational, or legal risk for us or other users.
Your payment method is declined, expired, or invalid, or you fail to pay amounts due.
We are required to do so by law or by a payment processor, card network, or other service provider.
We cease offering the Services or any portion thereof.
You have created multiple accounts in violation of these Legal Terms.
You engage in conduct that we determine, in our sole discretion, to be harmful to our reputation, business interests, or other users.
Suspension Pending Investigation
We may temporarily suspend your account pending investigation of suspected violations or security incidents. During any suspension period, you will not be able to access your account or use the Services, but fees may continue to accrue.
Effect of Termination
Upon termination or suspension of your account:
Your right to access and use the Services will immediately cease.
You will remain liable for all amounts due and payable under these Legal Terms, including fees accrued before termination and any early termination fees.
We may delete or deactivate your account and all associated data, content, and settings.
You will lose access to any data, reports, member information, or other content stored in your account.
Any third-party integrations you have configured will be disconnected.
Outstanding invoices will become immediately due and payable.
Data Retrieval Period
Subject to applicable law and our standard data retention policies, we may provide you with a limited period (not to exceed 30 days from termination) to request export of your data. After that period, we may permanently delete your data. You acknowledge that we have no obligation to retain your data after termination and that data deletion may be irreversible.
No Refunds Upon Termination
If we terminate or suspend your account for cause (including breach of these Legal Terms or violation of law), you will not be entitled to any refund of prepaid fees, and we may pursue collection of all amounts due.
Prohibition on Re-Registration
If your account is terminated for breach of these Legal Terms or suspected illegal activity, you may not create a new account or access the Services using another account without our prior written consent. Any attempt to circumvent a termination or suspension may result in legal action.
Survival of Terms
The following Sections of these Legal Terms will survive termination or expiration of your account: Intellectual Property Rights, User Generated Contributions, Contribution License, Indemnification, Disclaimer, Limitations of Liability, Governing Law, Dispute Resolution, and any other provisions that by their nature should survive.
41. FORCE MAJEURE
Force Majeure Events
We will not be liable or responsible for any failure or delay in performing our obligations under these Legal Terms to the extent such failure or delay is caused by events beyond our reasonable control, including:
Acts of God, natural disasters, earthquakes, floods, hurricanes, pandemics, epidemics, or severe weather.
War, terrorism, civil unrest, riots, insurrection, or government action.
Labor disputes, strikes, or lockouts (other than those involving our own employees).
Failures or disruptions in telecommunications, internet, power, or utility infrastructure.
Cyberattacks, denial-of-service attacks, or other malicious acts by third parties.
Failures or outages of third-party service providers, including hosting providers, payment processors, and communication platforms.
Fire, explosion, or other catastrophic events affecting our facilities or systems.
Government orders, regulations, embargoes, or restrictions.
Any other cause beyond our reasonable control.
Suspension of Performance
During a Force Majeure event, our obligations under these Legal Terms (other than payment obligations) will be suspended for the duration of the event. We will use commercially reasonable efforts to resume performance as soon as reasonably practicable.
Notice
We will provide you with notice of a Force Majeure event if feasible, but our failure to provide notice will not affect our rights under this Section.
No Liability
We will not be liable for any loss, damage, delay, or failure to perform caused by a Force Majeure event, even if we were advised of the possibility of such loss or damage.
Termination for Extended Force Majeure
If a Force Majeure event prevents us from performing our obligations for a continuous period of more than 60 days, either party may terminate the affected Services upon written notice to the other party. Upon such termination, you will be entitled to a prorated refund of any prepaid fees for the period after the effective date of termination during which the Services were unavailable.
42. ENTIRE AGREEMENT AND AMENDMENTS
Entire Agreement
These Legal Terms, together with our Privacy Policy and any other policies or agreements expressly incorporated by reference, constitute the entire agreement between you and us concerning your use of the Services and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding the Services.
Amendments by Us
We reserve the right to modify, amend, or update these Legal Terms at any time in our sole discretion. We will provide notice of material changes by:
Posting the updated Legal Terms on the Site with a revised "Last updated" date.
Sending notice to the email address associated with your account.
Posting a notice within your account dashboard.
Your continued use of the Services after the effective date of any changes constitutes your acceptance of the updated Legal Terms.
Material Changes
For changes that materially reduce your rights or increase your obligations, we will provide at least 30 days' advance notice before the changes take effect. Material changes may include:
Increases in fees or introduction of new fees.
Material reductions in functionality or availability of the Services.
Material changes to data processing, privacy, or security practices.
Changes to dispute resolution or arbitration procedures.
If you do not agree to a material change, you may terminate your account before the effective date of the change and receive a prorated refund of any prepaid fees for the period after the effective date.
Non-Material Changes
We may make non-material changes to these Legal Terms at any time without prior notice. Non-material changes may include corrections of typographical errors, clarifications of existing terms, updates to contact information, or changes required by law.
Review Obligation
You are responsible for reviewing these Legal Terms periodically to stay informed of updates. We will indicate the date of the most recent update at the top of these Legal Terms.
No Oral Modifications
These Legal Terms may not be modified or amended except as expressly provided in this Section or in a separate written agreement signed by both you and us. No employee, agent, or representative of ours has authority to modify these Legal Terms orally or to make oral representations that contradict or supplement these Legal Terms.
43. ASSIGNMENT AND TRANSFER
Assignment by Us
We may assign, transfer, or delegate any or all of our rights and obligations under these Legal Terms to any third party, including in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law, without your consent and without notice to you. These Legal Terms will bind and inure to the benefit of our successors and assigns.
No Assignment by You
You may not assign, transfer, or delegate any of your rights or obligations under these Legal Terms, whether voluntarily, involuntarily, by operation of law, or otherwise, without our prior written consent. Any attempted assignment in violation of this Section will be null and void.
Change of Control
If your business undergoes a change of control, merger, acquisition, or sale of substantially all assets, you must notify us within 30 days. We reserve the right to review your account and, if necessary, require the successor entity to enter into a new agreement or accept updated terms.
44. WAIVER AND SEVERABILITY
No Waiver
Our failure or delay in exercising any right, power, or privilege under these Legal Terms will not operate as a waiver of that right, power, or privilege. No single or partial exercise of any right, power, or privilege will preclude further exercise of that right or the exercise of any other right. A waiver of any provision of these Legal Terms must be in writing and signed by us to be effective.
Severability
If any provision of these Legal Terms is found by a court or arbitrator of competent jurisdiction to be invalid, unlawful, void, or unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions. The invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, the provision will be severed and the remaining provisions will remain in full force and effect.
Reformation
If any provision of these Legal Terms is determined to be unenforceable due to overbreadth or otherwise, the parties intend that such provision be reformed to the minimum extent necessary to make it enforceable while preserving the intent and economic effect of the original provision to the greatest extent possible.
45. RELATIONSHIP OF PARTIES
Independent Contractors
The relationship between you and us is that of independent contractors. Nothing in these Legal Terms will be construed to create a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between you and us.
No Authority to Bind
You have no authority to bind us or to assume or create any obligation or responsibility, express or implied, on our behalf or in our name. We have no authority to bind you or to assume or create any obligation or responsibility on your behalf.
No Employee Benefits
You acknowledge that you are not entitled to any employee benefits, including health insurance, retirement benefits, workers' compensation, unemployment insurance, or any other benefits we may provide to our employees.
Customer as Independent Business
If you are a business customer using the Services to manage your members:
You are operating your own independent business and are solely responsible for all aspects of that business.
You determine the prices, terms, and policies applicable to your members.
You are responsible for all customer service, support, and dispute resolution with your members.
We do not direct or control how you operate your business or interact with your members.
Tax Responsibilities
Each party is responsible for its own tax obligations arising from the relationship contemplated by these Legal Terms. You are solely responsible for determining and paying all taxes applicable to your business, including sales tax, use tax, income tax, and employment taxes.
46. THIRD-PARTY BENEFICIARIES
No Third-Party Beneficiaries
These Legal Terms are for the sole benefit of the parties to these Legal Terms and their respective successors and permitted assigns. Except as expressly provided in these Legal Terms (including the provisions regarding Apple as a third-party beneficiary with respect to the App), nothing in these Legal Terms, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
Members Not Third-Party Beneficiaries
Your members, customers, clients, or end users are not third-party beneficiaries of these Legal Terms and have no rights to enforce any provision of these Legal Terms against us. Any disputes between you and your members are solely between you and your members.
Subprocessors and Vendors
Our Subprocessors, vendors, service providers, and contractors are not third-party beneficiaries of these Legal Terms and have no rights under these Legal Terms, except as expressly provided with respect to Apple in the "Mobile Application Terms" section.
47. EQUITABLE RELIEF
Acknowledgment of Irreparable Harm
You acknowledge and agree that a breach or threatened breach of the following provisions of these Legal Terms would cause us irreparable harm for which monetary damages would be an inadequate remedy:
Intellectual Property Rights.
Prohibited Activities.
Restrictions on use of the Services.
Confidentiality obligations.
Export Control and Sanctions Compliance.
Restrictions on assignment or transfer.
Right to Injunctive Relief
In the event of any actual or threatened breach of the provisions listed above, we will be entitled to seek equitable relief, including temporary restraining orders, preliminary injunctions, and permanent injunctions, without the necessity of proving actual damages or posting a bond, and without limiting any other rights or remedies available to us at law or in equity.
Cumulative Remedies
The right to seek equitable relief is cumulative and in addition to, not in lieu of, any other remedies available to us, including damages, termination of your account, and any other legal or equitable remedies.
No Waiver of Arbitration
Nothing in this Section waives or limits the arbitration provisions set forth in the "Dispute Resolution" section of these Legal Terms, except that either party may seek provisional equitable relief (such as a temporary restraining order or preliminary injunction) in a court of competent jurisdiction pending the completion of arbitration if necessary to prevent irreparable harm.
48. STATUTE OF LIMITATIONS
One-Year Limitation Period
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES OR THESE LEGAL TERMS MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION AROSE. OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED.
Discovery Rule Inapplicable
The one-year limitation period begins to run on the date the claim or cause of action arises, regardless of when you discovered or should have discovered the facts giving rise to the claim. The discovery rule and any similar tolling doctrines do not apply.
Accrual of Claim
A claim or cause of action arises when the breach or other event giving rise to the claim occurs, not when damages are discovered or when the harmful effects of the breach become apparent.
Exceptions
This limitation period does not apply to claims that, by law, cannot be subject to contractual limitation periods, including certain statutory claims for which applicable law prescribes a longer limitation period that cannot be shortened by agreement.
Survival
This statute of limitations provision survives termination of these Legal Terms and termination of your account.
49. PUBLICITY AND USE OF CUSTOMER NAME
Right to Identify as Customer
You grant us the right to identify you as a customer of the Services and to use your name, logo, and trademarks in our marketing materials, customer lists, website, presentations, and other promotional materials, subject to the restrictions in this Section.
Scope of Use
Our use of your name and logo will be limited to:
Identifying you as a customer or user of the Services.
Listing you in customer lists, case studies, or testimonials (with your prior approval for case studies and attributed testimonials).
Displaying your logo on our website or in marketing materials in a manner consistent with your brand guidelines.
Opt-Out
You may opt out of being identified as a customer by sending written notice to team@managememberships.com. Upon receipt of your opt-out notice, we will remove your name and logo from future marketing materials within a reasonable time, but we are not required to recall or modify materials already distributed or published.
Compliance with Brand Guidelines
If you provide us with brand guidelines, we will use commercially reasonable efforts to comply with those guidelines in our use of your name and logo. However, we are not obligated to comply with guidelines that are overly restrictive or inconsistent with standard marketing practices.
No Endorsement Implied
Our identification of you as a customer does not imply that you endorse the Services or that we endorse your business, products, or services. Neither party may issue press releases or other public announcements suggesting a partnership, endorsement, or special relationship without the other party's prior written consent.
Ownership
You retain all ownership rights in your name, logo, and trademarks. Our use of your name and logo does not transfer any ownership or create any rights beyond the limited license granted in this Section.
50. FEEDBACK AND SUGGESTIONS
Submission of Feedback
From time to time, you may choose to submit feedback, suggestions, ideas, comments, questions, enhancement requests, or other information regarding the Services ("Feedback") through customer support channels, surveys, user forums, or other means.
License to Feedback
By submitting Feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable, non-exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, and otherwise exploit the Feedback in any manner and for any purpose, including to improve, enhance, or develop the Services or create new products or services.
No Obligation
We have no obligation to:
Review, consider, or implement any Feedback you submit.
Respond to or acknowledge receipt of Feedback.
Maintain the confidentiality of Feedback.
Compensate you for Feedback.
No Confidentiality
You acknowledge that Feedback is provided on a non-confidential basis, and we may use or disclose Feedback for any purpose without restriction. Do not submit Feedback that you consider confidential or proprietary.
Ownership and Rights
You represent and warrant that:
You have the right to submit the Feedback and grant the license set forth in this Section.
The Feedback does not infringe or violate any third-party intellectual property rights, privacy rights, or other rights.
The Feedback does not contain any confidential or proprietary information of any third party.
No Compensation
You will not be entitled to any compensation, credit, or attribution for Feedback, even if we incorporate your Feedback into the Services or otherwise use it. Any compensation or recognition we provide for Feedback is at our sole discretion and does not create any obligation to provide similar compensation or recognition in the future.
51. LANGUAGE AND TRANSLATION
English Language Governs
These Legal Terms are drafted and executed in the English language. If these Legal Terms are translated into any other language, the English language version will control in the event of any conflict or inconsistency.
Translations Provided for Convenience
We may provide translations of these Legal Terms, the Services, or other materials for your convenience. However, translations are provided "as-is" and may not be accurate, complete, or current. We make no representations or warranties regarding the accuracy or reliability of any translation.
Your Responsibility for Translation. If you require a legally binding translation of these Legal Terms or other materials, you are responsible for obtaining a certified translation at your own expense. We are not responsible for any misunderstanding or dispute arising from your reliance on a translation.
52. HEADINGS AND INTERPRETATION
Headings for Convenience
The headings and captions used in these Legal Terms are for convenience and reference only and will not affect the interpretation or meaning of any provision.
Rules of Interpretation
In interpreting these Legal Terms:
"Including" and "includes" mean "including without limitation" and "includes without limitation."
"Or" is not exclusive; "A or B" means "A, or B, or both."
References to "days" mean calendar days unless otherwise specified.
References to a "party" or "parties" mean you and/or us as the context requires.
References to a "Section" mean a section of these Legal Terms unless otherwise specified.
The singular includes the plural and vice versa.
"Will" and "shall" are used interchangeably and have the same meaning.
No Construction Against Drafter
These Legal Terms will not be construed against us by virtue of our having drafted them. Both parties have had the opportunity to review and negotiate these Legal Terms, and any rule of construction that ambiguities should be resolved against the drafting party will not apply.
53. ELECTRONIC SIGNATURES AND COUNTERPARTS
Electronic Signatures
You agree that these Legal Terms and any other agreements, notices, or documents related to your use of the Services may be executed by electronic signature, clickwrap acceptance, or other electronic means, and that such execution will have the same force and effect as a handwritten signature.
ESIGN and UETA
You acknowledge and agree that your electronic acceptance of these Legal Terms constitutes your signature, acceptance, and agreement to be bound as if you had signed these Legal Terms in writing. This agreement complies with the Electronic Signatures in Global and National Commerce Act (ESIGN Act), 15 U.S.C. §7001 et seq., and the Uniform Electronic Transactions Act (UETA) as adopted in Indiana.
Consent to Electronic Records
You consent to receive agreements, notices, disclosures, and other communications electronically, and you agree that electronic delivery satisfies any legal requirement that such communications be in writing. You have the right to withdraw your consent to electronic delivery by contacting us, but withdrawal may result in termination of your account.
Counterparts
These Legal Terms may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Electronic or digital copies of signed documents will be deemed originals for all purposes.
54. CONTACT INFORMATION FOR LEGAL NOTICES
Legal Notice Address
For all legal notices, demands, or communications required or permitted under these Legal Terms (other than routine customer support inquiries), please contact: Dayat Enterprises, INC d/b/a ManageMemberships Attn: Legal Department PO Box 14684 Evansville, IN 47714 United States Email: team@managememberships.com
Customer Support Contact
For general customer support, billing inquiries, technical assistance, and other non-legal matters, please contact: Email: team@managememberships.com Phone: 8124616259
Specialized Contact Addresses
For specific matters, please use the following addresses where indicated elsewhere in these Legal Terms:
DMCA Copyright Notices: team@managememberships.com
Privacy Inquiries: team@managememberships.com
Accessibility Requests: team@managememberships.com
SMS Opt-Out: team@managememberships.com
Marketing Opt-Out: team@managememberships.com
55. COMPLIANCE WITH LOCAL LAWS
Global Availability; Local Restrictions
The Services are controlled and operated from the United States. We make no representation that the Services are appropriate, available, or legal for use in all locations. If you access the Services from outside the United States, you do so at your own risk and are solely responsible for compliance with local laws.
Prohibited Jurisdictions
You may not access or use the Services if you are located in, or a resident of, any jurisdiction where the provision or use of the Services would violate applicable law or regulation or would subject us to regulation or registration requirements in that jurisdiction. We reserve the right to block access to the Services from certain geographic regions or IP addresses.
Your Compliance Obligation. You are solely responsible for ensuring that your use of the Services complies with all laws, regulations, and rules applicable to you, including:
Local business licensing and registration requirements.
Tax obligations.
Consumer protection laws.
Data protection and privacy laws.
Payment processing and financial services regulations.
Industry-specific regulations applicable to your business.
Currency and Pricing
All prices displayed through the Services are in U.S. dollars unless otherwise indicated. If you are located outside the United States, you are responsible for any currency conversion fees, foreign transaction fees, or other charges imposed by your bank or payment provider.
Import and Export Compliance
You acknowledge that the Services and data processed through the Services may be subject to import and export control laws. You agree to comply with all applicable laws and not to export, re-export, or transfer any portion of the Services or data in violation of such laws.
56. API TERMS AND DEVELOPER ACCESS
API Access
We may make available application programming interfaces ("APIs") that allow you to integrate your systems or third-party applications with the Services. Access to and use of our APIs is subject to this Section and any separate API Terms or developer agreement we may require.
API License
Subject to your compliance with these Legal Terms and any separate API Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our APIs solely for the purpose of integrating your authorized use of the Services with your internal systems or approved third-party applications.
API Usage Limits
We may impose rate limits, call volume limits, or other usage restrictions on API access. You agree to comply with all such limits and not to exceed or attempt to circumvent them. We may modify or remove usage limits at any time in our sole discretion.
API Keys and Credentials
If we provide you with API keys, access tokens, or other credentials, you are responsible for maintaining the confidentiality and security of those credentials. You are liable for all activity that occurs under your credentials, whether authorized or unauthorized. You must immediately notify us if you suspect any unauthorized use or disclosure of your credentials.
Prohibited API Uses
You may not use the APIs to:
Build or offer a product or service that competes with the Services.
Scrape, extract, or replicate data from the Services beyond what is necessary for your authorized integration.
Reverse engineer, decompile, or attempt to derive the source code of the APIs or Services.
Interfere with or disrupt the APIs or Services or impose an unreasonable or disproportionate load on our infrastructure.
Access data or functionality that you are not authorized to access.
API Changes and Deprecation
We may modify, update, deprecate, or discontinue any API or API feature at any time with or without notice. We will use commercially reasonable efforts to provide advance notice of material changes or deprecation, but we are under no obligation to maintain backward compatibility or support for deprecated API versions.
No Warranty for APIs
APIs are provided "as-is" and "as-available" without warranties of any kind. We do not guarantee the availability, accuracy, reliability, or performance of any API. You are responsible for implementing appropriate error handling, retry logic, and fallback mechanisms in your integrations.
API Rate Limiting and Throttling
We reserve the right to throttle or rate-limit API requests to protect the stability and performance of the Services. If you exceed applicable rate limits, your API requests may be delayed, rejected, or temporarily blocked.
57. RECORDINGS AND MONITORING
Recording of Communications
For quality assurance, training, security, and compliance purposes, we may record or monitor communications between you and our customer support team, including phone calls, chat sessions, emails, and other interactions. By contacting our customer support team, you consent to such recording and monitoring.
Use of Recordings
We may use recordings for internal purposes, including:
Training and coaching of customer support personnel.
Investigating disputes or complaints.
Verifying the accuracy of information provided.
Complying with legal or regulatory obligations.
Retention
We will retain recordings in accordance with our standard data retention policies and applicable law. Recordings may be deleted after a reasonable retention period.
No Recording by You
You may not record or monitor any communications with us or our personnel without our prior written consent and compliance with applicable law.
58. GOVERNMENT USERS
U.S. Government Rights. If you are a U.S. federal, state, or local government entity or agency, or are acquiring the Services on behalf of any such entity, the following terms apply:
The Services and any related software, documentation, and technical data are "Commercial Items" as that term is defined at 48 C.F.R. §2.101.
The Services are licensed subject to the terms of these Legal Terms, which are consistent with FAR 12.212 and DFARS 227.7202.
Use, duplication, and disclosure of the Services by the U.S. government is subject to the restrictions set forth in these Legal Terms.
Additional Government Terms
Government users may be required to enter into additional terms or agreements, including terms and conditions flowdowns required by the Federal Acquisition Regulation (FAR), Defense Federal Acquisition Regulation Supplement (DFARS), or other applicable procurement regulations. Please contact us to discuss government-specific terms.
No Endorsement
Use of the Services by government entities does not constitute an endorsement by any government agency.
59. ENVIRONMENTAL AND SUSTAINABILITY
Digital-First Platform
We are committed to reducing our environmental impact by operating a digital-first, cloud-based platform that minimizes the need for paper, physical infrastructure, and travel.
No Environmental Warranties
While we strive to operate sustainably, we make no representations, warranties, or commitments regarding the environmental impact of the Services, including energy consumption, carbon emissions, or sustainability metrics.
Customer Responsibility
You are responsible for managing the environmental impact of your own use of the Services, including energy consumption associated with your devices, networks, and facilities.
60. RECORD RETENTION AND DOCUMENT MANAGEMENT
Customer Responsibility for Records
You are solely responsible for maintaining all records, documents, and data required by applicable law or regulation in connection with your business operations, including:
Financial records, invoices, and receipts.
Member agreements, waivers, and releases.
Consent forms and communications records.
Employee and contractor records.
Tax records and filings.
Records required by industry-specific regulations applicable to your business.
Platform as a Tool
The Services are a software tool to assist you in managing your business. The Services are not a comprehensive record-keeping or document management system. You must implement your own policies and procedures to ensure compliance with all applicable record retention requirements.
No Guarantee of Preservation
While we perform regular backups of data stored through the Services, we do not guarantee that any particular data or document will be preserved, available, or recoverable at any future time. You must maintain independent copies of all critical records and documents.
Legal Hold and Preservation Obligations
If you become subject to a legal hold, preservation order, subpoena, or other legal obligation to preserve records, you are solely responsible for:
Identifying and preserving all responsive records, including those stored in or processed through the Services.
Exporting or copying relevant data from the Services before any retention period expires.
Ensuring that relevant data is not deleted, modified, or destroyed.
Notifying us if you require our assistance in preserving data, subject to our then-current data retention policies and applicable law.
Data Retention After Termination
Upon termination of your account, we may retain your data for a limited period as described in the "Suspension and Termination by Company" section of these Legal Terms. After that period, we may permanently delete your data. You acknowledge that we have no obligation to retain data after termination beyond any applicable legal requirements.
Third-Party Records
If you use third-party integrations in connection with the Services, you are responsible for understanding and complying with those third parties' data retention and deletion policies. We are not responsible for records or data stored with or processed by third parties.
61. CUSTOMER TRAINING AND SUPPORT RESOURCES
Self-Service Resources
We may make available certain self-service resources to assist you in using the Services, including:
Online documentation, user guides, and help articles.
Video tutorials and training materials.
FAQs and knowledge base articles.
Community forums or user groups.
Customer Support
We may provide customer support via email, chat, phone, or other channels in accordance with our then-current support policies. Support availability, response times, and channels may vary based on your subscription plan.
No Guarantee of Support
While we strive to provide helpful and timely support, we do not guarantee that:
Support will be available at all times or through all channels.
We will be able to resolve all issues or answer all questions.
Response times will meet any particular timeframe.
Support will be provided in languages other than English.
Support Scope
Our customer support is limited to assisting with the use and functionality of the Services. We do not provide:
Legal, tax, accounting, or compliance advice.
Business consulting or strategy services.
Custom development or configuration services beyond standard platform features.
Training or support for third-party integrations, except to the extent necessary to troubleshoot issues with our integration functionality.
On-site support or assistance.
Training Services
We may offer optional paid training services, including onboarding sessions, group training, or customized training programs. Any such services will be subject to separate terms and fees.
User Responsibility
You are responsible for:
Training your staff and users on how to use the Services.
Implementing appropriate policies and procedures for your use of the Services.
Reviewing available documentation and resources before contacting support.
Providing accurate and complete information when requesting support.
Changes to Support
We reserve the right to modify, reduce, or discontinue customer support channels, resources, or availability at any time with or without notice.
62. TESTIMONIALS AND USER CONTENT
Voluntary Submission
From time to time, we may request or invite you to provide testimonials, reviews, case studies, success stories, or other user content describing your experience with the Services ("User Content").
License to User Content
If you provide User Content to us, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable, non-exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, and otherwise exploit the User Content in any manner and for any purpose, including in our marketing materials, website, social media, presentations, and promotional materials.
Your Representations. By providing User Content, you represent and warrant that:
The User Content is accurate and truthful.
You have the right to provide the User Content and grant the license set forth above.
The User Content does not infringe or violate any third-party rights, including intellectual property rights, privacy rights, or contractual rights.
The User Content does not contain any confidential or proprietary information of any third party.
Right to Edit
We reserve the right to edit, shorten, or modify any User Content for clarity, length, or consistency, provided that we do not materially alter the meaning or substance of your statements.
No Obligation to Use
We have no obligation to use, publish, or display any User Content you provide. We may choose not to use User Content for any reason or no reason.
Withdrawal of Consent
You may request that we stop using your User Content in future marketing materials by sending written notice to team@managememberships.com. However, we are not required to recall or modify materials already published or distributed.
No Compensation
You will not be entitled to any compensation, payment, or consideration for User Content, except as we may agree in writing in connection with a specific case study or promotional campaign.
63. USER DISPUTES AND CUSTOMER CONFLICTS
Disputes Between Customers and Members
The Services enable you to interact with, communicate with, and transact with your members. Any disputes, conflicts, or disagreements between you and your members are solely between you and your members. We are not a party to any such disputes and have no obligation to mediate, resolve, or become involved in them.
No Liability for Customer-Member Disputes
We will not be liable for any loss, damage, claim, or liability arising from or related to:
Disputes between you and your members regarding services, pricing, refunds, cancellations, or policies.
Member complaints, chargebacks, or payment disputes.
Personal injury, property damage, or other harm allegedly caused by your services or facilities.
Disagreements regarding waivers, contracts, or other agreements between you and your members.
Privacy, data security, or data breach claims by your members.
Customer Responsibility
You are solely responsible for:
Establishing and enforcing your own terms, policies, and procedures with your members.
Communicating clearly with your members regarding pricing, services, cancellations, and refunds.
Resolving disputes with your members in accordance with applicable law and your own policies.
Responding to member complaints, chargebacks, and payment disputes.
Maintaining adequate insurance coverage for your business operations and facilities.
Disputes Between Customers
If you have a dispute with another customer of the Services, you agree to resolve the dispute directly with that customer. We are not responsible for disputes between customers and have no obligation to mediate or become involved.
Cooperation
If we receive a complaint or inquiry from one of your members, we may forward it to you for resolution. You agree to respond promptly and professionally to any such complaints or inquiries. We may, in our sole discretion, suspend or terminate your account if we determine that you are engaging in conduct that is harmful to your members or that violates applicable law.
Indemnification
You agree to indemnify, defend, and hold us harmless from any claims, damages, liabilities, or expenses arising from disputes between you and your members, including claims for breach of contract, fraud, misrepresentation, personal injury, wrongful death, property damage, privacy violations, or consumer protection law violations.
64. PROMOTIONS, DISCOUNTS, AND CREDITS
Promotional Offers
From time to time, we may offer promotional pricing, discounts, credits, or other special offers ("Promotions"). Promotions are subject to the specific terms and conditions communicated at the time of the offer and may be modified or terminated at any time without notice.
Eligibility
Promotions may be subject to eligibility requirements, including:
New customers only.
Specific subscription plans or service tiers.
Geographic location.
Enrollment during a specified time period.
Compliance with promotional terms and these Legal Terms.
Promotional Codes
If a Promotion requires a promotional code, you must enter the code at the time of enrollment or purchase. Promotional codes cannot be applied retroactively to prior purchases or billing periods. Promotional codes may not be combined with other offers unless expressly stated.
One-Time Use
Unless otherwise stated, Promotional codes are for one-time use only and may not be reused, transferred, or sold. We reserve the right to void any Promotion if we determine that it has been used fraudulently or in violation of the Promotion terms.
Expiration
Promotional codes and credits may expire and may not be redeemed after the expiration date. We are not responsible for expired or unused Promotions.
No Cash Value
Promotions, discounts, and credits have no cash value and may not be redeemed for cash, refunded, or transferred to another account.
Modifications and Termination
We reserve the right to modify, suspend, or terminate any Promotion at any time for any reason without notice. We may also refuse to honor any Promotion if we suspect fraud, abuse, or violation of the Promotion terms.
Price After Promotion
If you enroll in a subscription under a Promotion, your subscription will renew at the then-current standard price at the end of the promotional period unless you cancel before renewal. You will receive notice of the standard price before the end of the promotional period.
65. BUSINESS TRANSFERS AND CHANGES IN OWNERSHIP
Effect of Merger or Acquisition
In the event that we undergo a merger, acquisition, consolidation, reorganization, sale of substantially all assets, or other business transfer, these Legal Terms and your account will automatically transfer to the successor entity without your consent and without notice to you. The successor entity will assume all of our rights and obligations under these Legal Terms.
Your Rights Upon Transfer. If a business transfer materially diminishes your rights or materially increases your obligations under these Legal Terms, you may terminate your account within 30 days of receiving notice of the transfer and receive a prorated refund of any prepaid fees for the period after the effective date of termination.
Continuity of Service
We will use commercially reasonable efforts to ensure continuity of the Services during any business transfer, but we do not guarantee that the Services will remain available or unchanged. The successor entity may modify, suspend, or discontinue the Services in accordance with these Legal Terms.
Data Transfer
In connection with a business transfer, we may transfer your data and account information to the successor entity. The successor entity will be bound by the same confidentiality and data protection obligations set forth in these Legal Terms and our Privacy Policy.
Notice of Transfer
We will provide you with notice of a business transfer if feasible and if permitted by the terms of the transaction, but we may not be able to provide advance notice in all cases. Notice may be provided via email, posting on the Site, or other means.
66. ANTI-CORRUPTION AND ANTI-BRIBERY
Compliance with Anti-Corruption Laws
You agree to comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act (FCPA), 15 U.S.C. §§78dd-1, et seq., and any similar laws of other jurisdictions.
Prohibited Conduct
You represent, warrant, and covenant that, in connection with your use of the Services, you will not, directly or indirectly:
Offer, promise, give, or authorize the giving of anything of value to any government official, political party, party official, or candidate for political office for the purpose of influencing any act or decision or securing any improper advantage.
Engage in any form of commercial bribery, kickbacks, or corrupt payments.
Make any payment or provide any benefit that would violate applicable anti-corruption or anti-bribery laws.
Certification
You certify that you have implemented policies and procedures designed to ensure compliance with applicable anti-corruption and anti-bribery laws and that you will maintain such policies and procedures during the term of these Legal Terms.
Right to Terminate
We reserve the right to suspend or terminate your account immediately and without liability if we suspect or become aware of any violation or potential violation of this Section.
67. INSURANCE AND LIABILITY COVERAGE
Customer Insurance Obligations
You are solely responsible for obtaining and maintaining adequate insurance coverage for your business operations, including:
General commercial liability insurance.
Professional liability insurance (errors and omissions).
Cyber liability and data breach insurance.
Property insurance covering your facilities and equipment.
Workers' compensation insurance as required by law.
Any other insurance required by law or prudent business practice.
No Insurance Provided
The Services do not include, provide, or constitute insurance coverage of any kind. We do not insure you, your business, your members, or your property against any loss, damage, or liability.
Insurance Requirements for Certain Activities
If you operate a gym, fitness facility, martial arts school, or similar physical facility, you acknowledge that you are responsible for maintaining adequate insurance coverage for risks including:
Personal injury to members, guests, or visitors.
Property damage to member property or third-party property.
Claims arising from the provision of fitness, training, or instruction services.
Claims arising from the use of equipment or facilities.
Proof of Insurance
We reserve the right to request proof of insurance coverage at any time. You agree to provide such proof upon request. Failure to maintain adequate insurance may be grounds for suspension or termination of your account.
68. PROFESSIONAL SERVICES AND INDEPENDENT CONTRACTORS
No Professional Relationship
The Services are software tools and do not constitute the provision of professional services. We are not:
Lawyers, accountants, tax advisors, or financial advisors.
Business consultants or management advisors.
Health, fitness, or wellness professionals.
Security consultants or risk management professionals.
Insurance brokers or agents.
No Fiduciary Duty
We owe you no fiduciary duty, duty of care, or duty of loyalty beyond the obligations expressly set forth in these Legal Terms. Our relationship is solely that of a software provider and customer.
Your Use of Professionals. You are solely responsible for engaging qualified professionals to advise you on legal, tax, accounting, financial, regulatory, security, insurance, and other professional matters related to your business. You should consult with:
A lawyer licensed in your jurisdiction regarding contracts, waivers, compliance, and legal issues.
An accountant or tax advisor regarding tax obligations and financial matters.
A security professional regarding physical security and access control systems.
An insurance broker regarding appropriate insurance coverage.
Any other professionals as needed for your business.
Disclaimer of Reliance
You acknowledge and agree that:
You are not relying on us for professional advice of any kind.
Any information, suggestions, or guidance we provide is general in nature and does not constitute professional advice.
You will make all business decisions independently and will not hold us responsible for the consequences of those decisions.
69. BENCHMARKING AND COMPETITIVE USE
Prohibition on Benchmarking
You may not, without our prior written consent, perform or publish any benchmarking, performance testing, or competitive analysis of the Services, including:
Comparing the performance, features, functionality, or pricing of the Services to competing products or services.
Publishing or disclosing the results of any performance tests, speed tests, or load tests of the Services.
Using the Services to develop, test, or improve a competing product or service.
Competitive Use Prohibited
You may not use the Services to build, train, improve, or support a product or service that competes with the Services or that is substantially similar to the Services. This prohibition includes:
Reverse engineering the Services to replicate features or functionality.
Using the Services as a reference implementation or model for a competing product.
Extracting data, algorithms, or business logic from the Services for use in a competing product.
Exception for Fair Use
This Section does not prohibit factual, non-misleading statements made in good faith for purposes of comparative advertising or consumer information, provided that such statements are accurate and do not disclose confidential information or proprietary performance data.