- Description of Service. savings4members provides members with a platform to access various business tools including without limitation, which may be adjusted from time to time: insurance, shipping, credit card processing, training, marketing and networking tools. Member agrees that unless otherwise provided, savings4members will not be providing these tools but will be providing Member with access to these tools through the Service. You understand and agree that the Service is provided “AS-IS”. Your use of the Service is governed by this TOS. savings4members may refuse service to any member for any or no reason. savings4members may discontinue, change, add, update or revise any part of the Service at any time and without notice.
- Membership. To use the Service, you represent that you are of legal age to form a binding contract and in performing Your obligations hereunder, You will not violate any applicable laws or agreement to which You are a party. You are responsible for maintaining the confidentiality of the password and account and are responsible for all activities that occur under your password or account with or without your knowledge. You agree to notify savings4members immediately of any unauthorized use of your password or account or any other breach of security.
- Member Conduct. You may use the Service only for lawful purposes. You understand that all information in whatever form (data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials) (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. You are responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. savings4members does not control the Content posted or shared via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. savings4members does not represent that any Content will prove useful or helpful for You or in your business. You agree that savings4members will not be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service. You are responsible to ensure that all Content You transmit complies with all applicable law. savings4members has no duty to monitor or prescreen any Content, but has the right to refuse to post or to edit submitted Content for any reason or no reason. savings4members reserves the right to remove Content for any reason but will not be responsible for failure to do so or any delay in doing so. You agree that savings4members does not guarantee the identity of any other users or third parties with whom You may interact while using the Service.
You agree to not use the Service to:
- submit or transmit through the Service or otherwise make available (including posting, uploading, transmitting, emailing, or otherwise) any Content that is unlawful, harmful, threatening, abusive, promotes hate or incites violence, harassing, tortuous, defamatory, vulgar, obscene, violent, libelous, invasive of another’s privacy, contains pornography or obscenity, or otherwise objectionable;
- falsely state or otherwise misrepresent your identity in order to disguise the origin of any Content transmitted through the Service;
- upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post, email, transmit or otherwise make available any Content that infringes or violates any patent, trademark, trade secret, copyright or other personal, intellectual property or privacy right of any party, or which may constitute defamation, libel or slander;
- upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.
- upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
- intentionally or unintentionally violate any applicable local, state, national or international law;
- provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
- interfere with the use of the Service by others;
- resell or re-offer the Service, or any part of the Service, to any third party or connect the Service or Software to any network, equipment or device other than as approved by savings4members;
- transmit, post, email, discuss or otherwise share pricing information in a manner that could be construed to violate any federal or state antitrust law;
- Provide a link to a third party site at which any of the above restrictions occur;
- Use the Service to offer, for sale or otherwise, any of the following: (a) any firearms, explosives, or weapons; (b) any tobacco products; (c) any items that contain pornography; (d) any controlled substances or pharmaceuticals; (e) any registered or unregistered securities; (f) any items that violate or infringe the rights of other parties; (g) any products or services that require a license to sell or offer, unless you hold a valid license to do so; and (h) any items that would cause savings4members to violate any law or regulation.
You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. You agree not to take any action that interferes with the proper working of or places an unreasonable load on the infrastructure associated with the Service.
You acknowledge, consent and agree that savings4members may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of savings4members, its members and the public.
You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by savings4members and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.
- Content. savings4members does not claim ownership of Content you submit or make available for inclusion on the Service. However, with respect to Content you submit or make available to the Service, You grant savings4members the following worldwide, royalty-free and non-exclusive license(s), to use the information in the course of offering the Service.
- Communication. You agree that savings4members may communicate with you via email. This includes any legal notice under this Agreement as well as notice for any changes made to this TOS.
- Indemnity. You agree to indemnify and hold savings4members and its subsidiaries, affiliates, directors, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Service, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.
- General Practices Regarding Use and Storage. You acknowledge that savings4members may establish general practices and limits concerning use of the Service, including without limitation the maximum amount of Content that will be retained by the Service. You agree that savings4members has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that savings4members reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that savings4members reserves the right to modify these general practices and limits from time to time.
- Modifications to Service. savings4members reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that savings4members shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
- Termination. You agree that savings4members may, under certain circumstances and without prior notice, immediately terminate your savings4members account, any associated email address, and access to the Service. Cause for such termination shall include, but not be limited to: (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Services. Termination of your savings4members account includes: (1) removal of access to the Service, and (2) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof). Further, you agree that all terminations for cause shall be made in savings4members’s sole discretion and that savings4members shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Service.
- Third Parties. Your correspondence or business dealings with any third parties through the Service, including payment and delivery of related goods or services, sharing of Content and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party(ies). You agree that savings4members shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third party(ies) on the Service.
- Links. The Service may provide, or third parties may provide, links to other World Wide Web sites. You agree and acknowledge that savings4members has no control over such sites, and savings4members is not responsible for the availability of such external sites, and does not endorse and is not responsible or liable for any Content, opinions, advertising, products or other materials on or available from such sites. You further acknowledge and agree that savings4members shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
- savings4members’s Proprietary Rights. You acknowledge and agree that the Service and any necessary software used in connection with the Service (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws and is owned or licensed by savings4members. Software shall include for purposes of this Section, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation, report templates, network designs and know-how. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. You agree to comply with any copyright, trademark, service mark, international treaties and/or other proprietary rights and laws of the U.S and other countries.We may make software available for You to download or use. Any such software will be subject to the terms of the license agreement that accompanies it or if there is no license agreement that accompanies it, then will be subject to the terms set forth in this Section.
- Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
- YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. savings4members AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- savings4members AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; OR (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
- ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM savings4members OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
- YOU ACKNOWLEDGE THAT THERE IS NO WARRANTY THAT THE SERVICE WILL DETECT ALL VIRUSES, SPAM, WORMS OR THE LIKE PRESENT ON OR SENT TO YOUR COMPUTER SYSTEM, NETWORK OR EMAIL SERVER. OR THAT THE SERVICE WILL BLOCK ALL SPAM OR BULK EMAIL.
- Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT savings4members AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF savings4members HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. YOUR EXCLUSIVE REMEDY REGARDING ANY SOFTWARE PROVIDED BY savings4members SHALL BE THE REPLACEMENT OF ANY SUCH SOFTWARE FOUND TO BE DEFECTIVE. YOUR EXCLUSIVE REMEDY FOR ANY OTHER DISPUTE SHALL BE TO DISCONTINUE YOUR USE OF THE SERVICE. IN NO EVENT SHALL savings4members’S LIABILITY FOR ANY CLAIMS REGARDING THE SERVICE EXCEED THE AMOUNT OF FEES YOU HAVE PAID savings4members FOR ACCESSING THE SERVICE IN THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE ISSUE IN DISPUTE.
- No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this agreement.
- Trademark Information. The savings4members and savings4members logo trademarks and service marks are trademarks owned by savings4members (the “savings4members Marks”). Without savings4members’s prior permission, you agree not to display or use in any manner the savings4members Marks.
- General Information. Entire Agreement. The TOS constitutes the entire agreement between you and savings4members and governs your use of the Service, superseding any prior agreements between you and savings4members with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other savings4members services, affiliate services, third-party content or third-party software.Choice of Law and Forum. The TOS and the relationship between you and savings4members shall be governed by the laws of the State of Missouri without regard to its conflict of law provisions. You and savings4members agree to submit to the personal and exclusive jurisdiction of the courts located within the county of St. Louis, Missouri.Waiver and Severability of Terms. The failure of savings4members to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.No Right of Survivorship and Non-Transferability. You agree that your savings4members account is non-transferable and may not be assigned by You, and any rights to your savings4members ID or contents within your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.287555.7