THESE TERMS OF USE, TOGETHER WITH OUR PRIVACY POLICY, SALES AND REFUND POLICY, PRICING PLAN, USAGE GUIDELINES, AND ALL UPDATES WE MAKE TO ANY OF THE FORGOING (THIS “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (HEREINAFTER “YOU” or “YOUR”) AND AMEMBER.COM (HEREINAFTER “Company” or “WE” or “US”) GOVERNING YOUR USE OF AMEMBER / CGI-CENTRAL) SOFTWARE AND SERVICES.

If you become a user of any Company’s websites, software, apps, and other services (collectively, our “Services“), the terms of your relationship with Company are governed by this Agreement.

It is important that you carefully read and understand all the terms of this Agreement. You accept the Agreement by checking a checkbox or clicking on a button indicating your acceptance of the Agreement or by actually using the Services.

If you do not agree to all parts of this Agreement, or you are not of legal age or capacity to enter a contract in your jurisdiction, you are not authorized to use the Services, and you must cease any use of our Services.

Please note that this Agreement contains disclaimers of warranties and limitations on liability that may be applicable to you.

1. Your Access to the Services.

“License”. Subject to this Agreement, Company grants you a nonexclusive, nontransferable, non-sublicensable, terminable license to access and use our Services (and you hereby acknowledge our exclusive ownership thereof).

Fees. Any and all software provided to you as part of the Services (the “Software”) is provided as a single-user version, intended solely for a single installation on a single server and website (an “Install”). A separate fee and license is required for each Install and related support services (the “Fees”). Your use of additional modules, APIs, modifications and the like (regardless of the source of their development) may require additional Fees. All Fees are non-refundable. Fees may be offered monthly, annually, and the like; and also, for a “Lifetime” which means as long as the version of the Software we delivered to you continues to be supported by us.

Reproduction. Without the express written consent of Company, no information or any other Company Software or materials or property may be copied, reproduced, displayed, republished, downloaded, posted, digitized, translated, modified, transmitted, distributed, or commercially exploited in any way, except that: (a) you may transfer the Software to another domain owned by you once within the first three months of this Agreement; and (b) you may create a test installation accessible only to you.

“Prohibited Uses”. You hereby represent and warrant, that all use you make or have made or the Software or Services shall: (1) comply with all applicable law, regulations, and this Agreement; (2) be for your own private use and benefit and not for re-sale, re-distribution, or provision of any service related to the Services; and (3) not violate any third party rights including but not limited to rights of privacy and intellectual property rights.

Feedback. You hereby grant to us a worldwide, irrevocable, paid-up, exclusive license (including the right to sublicense) to all feedback and suggestions provided to us related to the software, and to all modifications thereof made by you or on your behalf and will promptly disclose them to us upon request.

2. Information Management & Security.

Confidential Information. Recipient shall not disclose the disclosing Party's Confidential Information to any person or entity, except to Recipient's employees who have a need to know the Confidential Information for Recipient to exercise its rights or perform its obligations hereunder.

“Confidential Information” means the Software and information disclosed or made available to a Party (“Recipient”) about Company’s business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form, or whether or not marked, designated, or otherwise identified as "confidential." Confidential Information does not include information Recipient can demonstrate was not subject to any duty of non-disclosure, and at the time of disclosure was: (a) in the public domain; (b) known to Recipient; (c) rightfully obtained by Recipient on a non-confidential basis from a third party; or (d) independently developed by Recipient.

Notwithstanding the foregoing, if Recipient believes in good faith that Confidential Information must be disclosed, Recipient may disclose Confidential Information to the limited extent required (a) to comply with the valid order of a court or other governmental body of competent jurisdiction, or as otherwise necessary to comply with applicable law, or (b) to establish a Party's rights under this Agreement, including to make required court filings; provided in either case that such Recipient shall first have given to the disclosing Party Notice and a reasonable opportunity to obtain a protective order.

You will immediately report to us any disclosure of Confidential Information not duly authorized by us. Upon our request, you shall specify all persons with whom you have shared our Confidential Information.

Program Data. Use of our Services includes the submission of personal and other information through our online forms, and through the Software, regardless of where the Software is hosted (“Program Data”). You understand and acknowledge that we collect Program Data for our own internal uses including to improve the Services, and that we also collect Program Data to compile aggregated statistics that we may use and make publicly available to the extent and in the manner permitted under applicable law, provided that such aggregated statistics are anonymized and do not identify you or contain personally identifiable information.

Third Party Links. Our Services may contain links to other services for your convenience. The fact that we offer such links does not indicate any approval or endorsement by us of any linked services or any material contained on any linked services, and we disclaim any such approval or endorsement. We do not control the linked services, or the content provided through such services, and we have not reviewed, in their entirety, such services. Your use of linked services is subject to the privacy practices and terms of use established by the specific linked services, and we disclaim, and you accept all liability for such use.

3. Term.

   This Agreement is effective from the date that you first access our Services and shall remain effective until terminated by either you or us. We may immediately terminate this Agreement, and/or your access to and use of our Services, or any portion thereof, at any time and for any reason, with or without cause, without prior notice. You understand that we may exercise this right in our sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies available to us. This Agreement will also terminate automatically if you fail to comply with any term or provision of this Agreement. Upon termination of this Agreement, your right to use our Services shall immediately cease, at which time we may remotely disable any Software in your possession, and we may additionally require you to destroy all copies of information, software, and materials that you have obtained from our Services, whether made under the terms of this Agreement or otherwise. All provisions of this Agreement shall survive its termination except the License.

4. No Warranty.

   OUR SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE INFORMATION AND SERVICES ARE CURRENT AND/OR UP-TO-DATE ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

THERE IS NO WARRANTY, REPRESENTATION OR GUARANTEE THAT OUR SERVICES, OR YOUR USE OF OUR SERVICES, WILL BE UNINTERRUPTED, COMPLETE, ACCURATE, CURRENT, RELIABLE, ERROR-FREE, SECURE, OR THAT ANY PROBLEMS WILL BE CORRECTED, OR THAT OUR SERVICES, OR ANY INFORMATION OR OTHER MATERIAL ACCESSIBLE FROM OUR SERVICES, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE USE OF, OR THE RESULTS OF THE USE OF OUR SERVICES, AND YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF OUR SERVICES AND INFORMATION AND YOUR RELIANCE THEREON.

5. Liabilities.

   NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER COMPANY NOR ANY OF ITS AGENTS, SUCCESSORS, OR ASSIGNS, NOR COMPANY MEMBERS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO OUR SERVICES, INFORMATION, AND/OR ANY LINKED PRODUCTS AND SERVICES, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. YOUR SOLE REMEDY WITH RESPECT TO ANY CLAIMS RELATED TO THESE SERVICES, THE SOFTWARE, OR ANY LINKED PRODUCTS AND SERVICES IS TO STOP USING OUR SERVICES, OR LINKED SERVICES, AS APPLICABLE.

NEITHER COMPANY NOR ANY OF ITS AGENTS, SUCCESSORS, OR ASSIGNS, NOR COMPANY’S MEMBERS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES WILL HAVE ANY LIABILITY TO YOU FOR ANY DAMAGES, EXPENSES OR OTHER LIABILITY INCURRED BY YOU AS A RESULT OF ANY INACCURACY, INCOMPLETENESS OR MISREPRESENTATION OF ANY INFORMATION, CONTENT, POSTINGS.

Indemnification. You agree to fully indemnify, defend, and hold Company it’s agents, successors, and assigns and Company’s directors, officers, employees, consultants, and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees), and other expenses that arise directly or indirectly out of or from: (a) your breach of this Agreement; (b) any allegation that any materials you submit to us or transmit to our Services infringe or otherwise violate the copyright, patent, trademark, trade secret, or other intellectual property or other rights of any third party; (c) your activities in connection with our Services or other Services to which our Services are linked; and/or (d) your negligence or willful misconduct.

6. General.

No Waiver. No delay or omission by either party in exercising any rights under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by either party on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

Assignment. Neither this Agreement nor any right, obligation, or remedy hereunder is assignable, transferable, delegable, or sublicensable by you except with Company’s prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. Company may assign, transfer, or delegate this Agreement or any right or obligation or remedy hereunder in its sole discretion.

Right to Change Terms. We reserve the right at any time, with or without cause, to (a) change the terms and conditions of this Agreement; (b) change our Services; or (c) deny or terminate your use of and/or access to our Services. Any changes we make will be effective immediately upon our making such changes to our Services, with or without additional notice to you.

Notice. By use of our Services, you consent to receive electronic communications from Company. You also agree that any such communications satisfy any legal requirement to make such communications in writing under this Agreement or under any applicable laws or regulations. Specifically, we may provide notice to you by sending an email to the address that you provided as part of your registration for our Services. Any notice to the Company must be provided in writing and sent via email to compliance@amember.com. Please include your full name and contact information in the email for verification purposes.

Dispute Resolution. Any controversy between the Parties to this Agreement involving the construction or application of any of the terms, provisions, or conditions of this Agreement, shall on written request of either party served on the other, be submitted first to mediation and then if still unresolved to binding arbitration. Said mediation or binding arbitration shall comply with and be governed by the provisions of the American Arbitration Association for Commercial Disputes unless the Parties stipulate otherwise. The attorneys’ fees and costs of arbitration shall be borne by the losing party unless the Parties stipulate otherwise, or in such proportions, as the arbitrator shall decide.

This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Texas. The Courts of Harris County, Texas shall be the exclusive forum for any mediation, arbitration, litigation, or dispute resolution.

To the maximum extent permitted by applicable law, You and Company agree to only bring disputes in an individual capacity and shall not (a) seek to bring, join, or participate in any class or representative action, collective or class-wide arbitration, or any other action where another individual or entity acts in a representative capacity (e.g., private attorney general actions); or (b) consolidate or combine individual proceedings or permit an arbitrator to do so without the express consent of all parties to this Agreement and all other actions or arbitrations.

You acknowledge and agree that a breach or threatened breach of its obligations with respect to its confidentiality obligations or engaging in Prohibited Uses would cause Company irreparable harm for which monetary damages would not be an adequate remedy. In the event of such breach or threatened breach, we will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy, and shall entitle Company to pursue injunctive relief and all economic damages. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

Entire Agreement. This Agreement, along with the additional parts specified in the first paragraph, constitute the entire agreement with respect to the relationship between Company and you and supersedes all prior agreements, whether written or oral, concerning such relationship. This Agreement may not be changed, waived, or modified except by Company as provided herein or otherwise by written instrument signed by Company.