aMember (‘the Software’) is a copyrighted work of authorship exclusively owned by aMember LLC (hereinafter, “AMEMBER”) and is also protected under applicable database laws. AMEMBER retains ownership of the Software and any copies of it, regardless of the form in which the copies may exist.

By installing and using the Software on your server, you acknowledge, accept and agree to all terms and conditions set forth in this Agreement. This acceptance binds you individually and any corporate entity on whose behalf you act (referred to as ‘Corporate Licensee’). Throughout this Agreement, ‘you’ and ‘your’ and “Customer” refer to both the individual user and any Corporate Licensee, and both individual user and Corporate Licensee are hereby bound by the terms and Conditions of this Agreement.

1. Disclaimer of Warranty
AMEMBER provides the Software and any accompanying materials on an "AS IS" basis, making no warranties, either expressed or implied, regarding the Software's performance, merchantability, or fitness for any particular purpose. The entire risk arising out of use or performance of the software remains with you.

2. Ownership of Intellectual Property

1. Ownership Rights:
   All rights, title, and interest in and to the Software and AMEMBER’s proprietary rights and intellectual property, including but not limited to source code, object code, algorithms, designs, architecture, features, functionalities, user interfaces, graphics, documentation, trade secrets, and any modifications, enhancements, or derivative works, copyrights, patents, Proprietary Marks as further defined herein and Confidential Information, are and shall remain the sole and exclusive property of AMEMBER. The Customer acknowledges, accepts and agrees that this Agreement does not transfer any ownership rights to the Customer.
2. License Grant:
   The Customer is granted a limited, non-exclusive, non-transferable, and revocable license to use the Software as specified in this Agreement. The Customer acknowledges, accepts and agrees that this license does not convey any rights of ownership or intellectual property to the Customer. The Customer further acknowledges, accepts and agrees that any rights not expressly granted herein are reserved and retained by AMEMBER
3. Restrictions on Use:
   The Customer acknowledges, accepts and agrees not to:
   • Claim ownership of the Software or any part thereof.
   • Remove, alter, or obscure any copyright, trademark, or other proprietary notices associated with the Software.
   • Copy, distribute, or create derivative works of the Software.
   • Use the Software in a manner that infringes the intellectual property rights of AMEMBER or any third party.
4. Proprietary Marks:
   AMEMBER’s intellectual property includes, but is not limited to trademarks, logos, business name identifiers, domain names and branding (collectively, "Proprietary Marks") are and shall remain the sole and exclusive property of AMEMBER. The Customer acknowledges, accepts and agrees that the Customer is prohibited from using any Proprietary Marks without prior written consent.
5. Feedback and Suggestions:
   The Customer acknowledges, accepts and agrees that any feedback, suggestions, or ideas provided by the Customer regarding the Software, including improvements or modifications, shall become the sole and exclusive property of AMEMBER. The Customer acknowledges, accepts and agrees that AMEMBER may use such feedback without any obligation to provide compensation or attribution.
6. Protection of Intellectual Property:
   The Customer acknowledges, accepts and agrees to promptly notify AMEMBER of any unauthorized use, infringement, or misappropriation of the Software or its intellectual property rights that they become aware of. The Customer further agrees to cooperate fully with AMEMBER in any enforcement or protection efforts, which AMEMBER may pursue or undertake at its sole and exclusive discretion.
7. Survival of Rights:
   This Survival of Rights clause shall survive the termination or expiration of this Agreement. Termination of the license does not affect AMEMBER’s ownership of the Software, its intellectual property, its proprietary rights, its Confidential Information or any rights granted under this clause.
8. Legal Remedies:
   The Customer acknowledges, accepts and agrees that AMEMBER reserves and has the right to pursue legal remedies, including injunctive relief and damages, against any party that infringes or misappropriates its intellectual property rights.

3. Transfer of Ownership

1. No Transfer of Ownership:
   The Customer acknowledges, accepts and agrees that this Agreement does not grant or transfer ownership of the Software or any intellectual property rights. The Customer further acknowledges, accepts and agrees that all rights, title, and interest in and to the Software or any intellectual property remain exclusively owned by AMEMBER.
2. License Transfer Prohibition:
   The Customer acknowledges, accepts and agrees not to assign, transfer, sublicense, or otherwise convey their rights under this Agreement to any third party without the prior written consent of AMEMBER. Any attempt to do so without authorization shall be deemed null and void.
3. Transfer of Ownership by AMEMBER:
   AMEMBER reserves and has the right to assign or transfer its rights and obligations under this Agreement, including ownership of the Software or any of its intellectual property, to a third party, such as, but not limited to:
   • In connection with a merger, acquisition, or sale of assets.
   • To a successor entity as part of a corporate restructuring.
4. In such cases, AMEMBER will provide written notice to the Customer. The Customer acknowledges, accepts and agrees that this Agreement shall remain binding and in full force under the new owner.
5. Notification of Transfer:
   In the event of a permitted transfer by the Customer or AMEMBER, both parties must provide written notice of the transfer within 30 days prior to the effective date of the transfer.
6. Customer Obligations Upon Transfer:
   If AMEMBER consents to a transfer of the license by the Customer:
   • The Customer acknowledges, accepts and agrees to cease all use of the Software upon the effective date of the transfer.
   • The Customer further acknowledges, accepts and agrees to ensure that the transferee agrees to be bound by the terms of this Agreement in writing.
   • The Customer also acknowledges, accepts and agrees that any fees associated with the transfer (e.g., administrative or re-licensing fees) shall be borne by the Customer.
7. Consequences of Unauthorized Transfer:
   The Customer acknowledges, accepts and agrees that any unauthorized transfer, assignment, or sub licensing of the Software will result in:
   • Immediate termination of the license.
   • Possible legal action for breach of this Agreement.
   • Liability for damages incurred by AMEMBER as a result of the unauthorized transfer.
8. Survival of Rights:
   The provisions under this Transfer of Ownership clause shall survive the termination or expiration of this Agreement.

4. Feedback and Suggestions

1. Ownership of Feedback:
   The Customer acknowledges, accepts and agrees that any feedback, suggestions, ideas, recommendations, enhancements, or other information provided by the Customer to AMEMBER regarding the Software or its functionality (collectively, "Feedback") shall become the sole and exclusive property of AMEMBER.
2. No Compensation:
   The Customer acknowledges, accepts and agrees that AMEMBER is not obligated to provide any form of compensation, credit, or acknowledgment for the use of Feedback, regardless of its implementation in the Software or any related products or services.
3. Use of Feedback:
   The Customer acknowledges, accepts and agrees that AMEMBER may use, disclose, reproduce, license, distribute, or otherwise commercialize Feedback provided by the Customer in any manner and for any purpose, including the development, improvement, and marketing of the Software or related offerings.
4. Customer Representation:
   By submitting Feedback, the Customer acknowledges, represents and warrants that:
   • The Feedback is original to the Customer and does not infringe upon or violate any intellectual property, confidentiality, or other rights of any third party.
   • The Customer further acknowledges, represents and warrants that Customer has the right to grant AMEMBER the rights described in this clause.
5. Voluntary Submission:
   The Customer acknowledges, accepts and agrees that Feedback is provided voluntarily, and the Customer further acknowledges, accepts and agrees that AMEMBER may already have ideas or developments similar to the Feedback and is not restricted from using such ideas or developments, regardless of their similarity to the Customer’s Feedback.
6. Non-Confidential Feedback:
   The Customer acknowledges, accepts and agrees that any Feedback provided to AMEMBER shall be deemed non-confidential. The Customer further acknowledges, accepts and agrees that AMEMBER is under no obligation to maintain the confidentiality of Feedback unless otherwise agreed in writing.
7. Survival:
   The rights and obligations under this Feedback and Suggestions clause shall survive the termination or expiration of this Agreement.

5. Grant of License
The Customer acknowledges, accepts and agrees that the Software is licensed, not sold, to the Customer. Upon purchase of the license, AMEMBER grants you, Customer, a non-exclusive, non-transferable license to install and use the Software on one web server and one website per license purchased. Each license allows for one instance of the Software on one domain. Separate licenses must be purchased for additional installations or domains.

6. License Scope and Restrictions

1. License Grant:
   Subject to the terms and conditions of this Agreement, AMEMBER grants the Customer a limited, non-exclusive, non-transferable, and revocable license to use the Software solely for the purposes specified herein. The Customer acknowledges, accepts, and agrees to the terms and conditions of this Agreement, including but not limited to the scope and restrictions herein. The Customer acknowledges, accepts, and agrees that this license does not include the right to sub-license, resell, or distribute the Software to any third party.
2. Permitted Use:
   The Customer acknowledges, accepts and agrees that the Software may only be used:
   • By the Customer and their authorized personnel.
   • In accordance with the agreed-upon scope of use (e.g., number of users, installations, or business locations).
   • For the intended purposes as described in the Software documentation.
3. Prohibited Actions:
   The Customer acknowledges, accepts and agrees not to:
   • Modify, adapt, translate, reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Software.
   • Create derivative works or use the Software to develop competing products or services.
   • Rent, lease, sublicense, distribute, sell, or otherwise transfer the Software or any portion of it to a third party.
   • Use the Software in a way that violates any applicable laws or regulations.
   • Exceed the usage limits specified in the license agreement (e.g., number of users or installations).
4. Non-Transferable License:
   The Customer acknowledges, accepts and agrees that the rights granted under this Agreement are personal to the Customer and cannot be assigned, transferred, or shared with any other individual or entity without the prior written consent of AMEMBER.
5. Ownership of Rights:
   The Customer acknowledges, accepts and agrees that the Software, including all intellectual property rights, remains the sole property of AMEMBER. The Customer further acknowledges, accepts and agrees that this Agreement grants only a license to use the Software under the specified terms and does not convey ownership or any proprietary interest.
6. Compliance with Scope:
   The Customer acknowledges, accepts and agrees that AMEMBER reserves the right to audit the Customer’s use of the Software to ensure compliance with this Agreement. The Customer further acknowledges, accepts and agrees that any use of the Software outside the scope of the license shall be deemed a breach of this Agreement and may result in additional fees, penalties, or termination of the license.
7. Termination for Breach:
   The Customer acknowledges, accepts and agrees that any violation of the restrictions or scope of the license outlined in this Agreement will result in immediate termination of the license, without refund, and may subject the Customer to legal action.

7. Customer Responsibilities

1. License Compliance: The Customer acknowledges, accepts and agrees to abide by the terms of the License Agreement accompanying or for the Software, including, but not limited to any restrictions on duplication, use, and distribution.
2. Accurate Information: The Customer acknowledges, accepts and agrees that the Customer is responsible for providing truthful and complete information when setting up and maintaining their aMember.com account, and including, but not limited to accurate contact, payment, and user data necessary for the effective management of their license.
3. Timely Payments: The Customer acknowledges, accepts and agrees to make all payments associated with their license and any related services according to the terms and schedule set forth in the License Agreement.
4. Legal Use: The Customer acknowledges, accepts and agrees to use the Software in compliance with all applicable laws and regulations. The Customer further acknowledges, accepts and agrees that Customer shall not utilize the Software for any unlawful or unauthorized purpose.
5. Account Security: The Customer acknowledges, accepts and agrees that Customer is responsible for safeguarding the confidentiality of their account information, including usernames and passwords. The Customer further acknowledges, accepts and agrees to promptly notify AMEMBER of any unauthorized use of their account or security breach.
6. System Requirements: The Customer acknowledges, accepts and agrees that the Customer is responsible for ensuring that their hardware and systems meet the minimum requirements stated by aMember.com or AMEMBER for effective operation of the Software. The Customer should also maintain the security and updates of their systems to support the functionality of the Software. The Customer further acknowledges, accepts and agrees that Customer is solely and exclusively liable or responsible for their systems and any resulting or caused harm, damages or injuries, disruption or loss to their systems.
7. Constructive Feedback and Reporting Issues: The Customer is expected to provide constructive feedback regarding their experience with the Software and report any issues or defects to support services for timely resolution.

8. Updates and Support

1. Software Updates:
   AMEMBER may, at its sole and exclusive discretion, provide updates, patches, bug fixes, or new versions of the Software (“Updates”) to improve functionality, address security vulnerabilities, or add new features. These Updates may include, but are not limited to:
   • Minor updates (e.g., bug fixes or performance improvements).
   • Major updates or new features, which may require an additional fee or upgraded license.
2. Eligibility for Updates:
   • Customers who have an active and fully paid license are eligible to receive Updates as defined in their specific licensing agreement.
   • For perpetual licenses, Updates may be limited to a specific term (e.g., one year from the purchase date) unless extended through a support and maintenance plan.
3. Automatic Updates:
   • The Customer acknowledges, accepts and agrees that AMEMBER reserves and has the right to automatically deploy critical Updates, including security patches, without prior notification to the Customer to ensure the integrity and security of the Software.
4. Support Services:
   AMEMBER offers support services to assist Customers in using the Software. The level of support provided depends on the terms of the Customer’s License Agreement or subscription and may include:
   • Basic Support: Email support during standard business hours, addressing issues like installation, setup, and basic troubleshooting.
   • Premium Support (if applicable): Priority response times, dedicated account management, and enhanced support services for an additional fee.
5. Support Limitations:
   The Customer acknowledges, accepts and agrees that AMEMBER is not obligated to provide support in the following circumstances:
   • Issues caused by modifications to the Software made by the Customer or third parties.
   • Problems resulting from the misuse of the Software or failure to follow provided documentation.
   • Compatibility issues with third-party systems or hardware not expressly supported by AMEMBER.
   • Use of the Software with outdated or unsupported operating systems.
6. Customer Responsibilities:
   The Customer acknowledges, accepts and agrees that the Customer is responsible for:
   • Maintaining an up-to-date version of the Software to ensure compatibility and security.
   • Providing accurate information and cooperating with AMEMBER’s support team to resolve issues.
   • Ensuring a stable and supported computing environment for the Software.
7. No Guarantee of Updates or Support:
   The Customer acknowledges, accepts and agrees that AMEMBER does not guarantee that Updates will be provided or that the Software will remain compatible with future systems or third-party applications. Additionally, the Customer acknowledges, accepts and agrees that support services are provided “AS IS” and do not guarantee resolution of all issues.
8. Discontinuation of Support:
   The Customer acknowledges, accepts and agrees that AMEMBER reserves the right to discontinue Updates or support services for the Software, provided the Customer is given at least 90 days’ notice of such discontinuation.
9. Fees for Updates and Support:
   • Certain Updates, including major version upgrades or feature enhancements, may require an additional purchase.
   • Support services beyond the agreed-upon terms (e.g., custom development or extended troubleshooting) may incur additional fees.
10. Survival of Support Obligations:
    The Customer acknowledges, accepts and agrees that AMEMBER’s obligations to provide Updates or support will terminate upon the expiration or termination of the license agreement unless otherwise specified.

9. Confidentiality and Usage
You, Customer, acknowledge, accept and agree to:

• Ensure all employees or agents who will use the Software are aware of the terms, conditions and restrictions herein.
• Maintain confidentiality of all data related to the Software, including source and object codes, and not disclose any such information during or after the term of this license without prior written consent from AMEMBER.

10. Breach of Confidentiality
Customers acknowledge, accept and agree that any or all information, materials, and intellectual property provided by AMEMBER in connection with the Software, including but not limited to source code, algorithms, formulas, process, system designs, technical information, documentation, and trade secrets, are confidential and proprietary to AMEMBER (“Confidential Information”).

Customers acknowledge, accept and agree to:

1. Non-Disclosure: Not disclose, share, or make available any Confidential Information to any third party without prior written consent from AMEMBER.
2. Restricted Use: Use the Confidential Information solely for the purposes authorized under this Agreement and in strict compliance with the licensing terms.
3. Safeguarding: Take all reasonable measures to protect the Confidential Information from unauthorized access, disclosure, or use, including implementing appropriate security measures.

Customers acknowledge, accept and agree that a breach of this Breach of Confidentiality clause, including but not limited to sharing source code, system details, or proprietary processes with unauthorized parties, constitutes a material violation of this Agreement. Customers acknowledge, accept and agree that such a breach will result in:

• Immediate termination of the license, without notice or refund;
• Legal action to recover damages caused by the unauthorized disclosure or misuse of Confidential Information;
• Injunctive relief to prevent further unauthorized disclosure or use.

Customers acknowledge, accept and agree that this Breach of Confidentiality clause survives the termination or expiration of this Agreement.

11. Security Breach or Misuse
Customers acknowledge, accept and agree that Customers are required to use the Software in a secure and responsible manner, consistent with the terms of this Agreement. Any action or inaction that compromises the security, integrity, or proper functioning of the Software or its infrastructure is strictly prohibited. Customers further acknowledge, accept and agree that prohibited actions include, but are not limited to:

1. Unauthorized Access: Attempting to gain unauthorized access to the Software, its source code, servers, databases, or any related systems.
2. Tampering or Exploitation: Engaging in activities that manipulate, exploit, or tamper with the Software’s functionality, including attempting to bypass security features or usage restrictions.
3. Introduction of Malicious Code: Introducing, uploading, or transmitting any viruses, malware, spyware, or any other harmful or disruptive code through or to the Software.
4. Excessive Resource Use: Overloading, spamming, or otherwise misusing the Software or its servers in a way that degrades its performance or availability to other customers.
5. Illegal or Harmful Activities: Using the Software for any illegal purposes, such as fraud, cyberattacks, or violating applicable data privacy and security laws.
6. Negligence in Security Practices: Failing to implement appropriate safeguards to protect access credentials, sensitive data, or systems connected to the Software.

12. Consequences of Security Breach or Misuse:

• Immediate License Termination: Customers acknowledge, accept and agree that AMEMBER may terminate the license immediately without notice or refund in the event of a security breach or misuse.
• Liability for Damages: Customers acknowledge, accept and agree that Customers may be held financially liable for damages caused by their actions, including the cost of restoring systems and compensating affected users.
• Reporting to Authorities: Customers acknowledge, accept and agree that AMEMBER reserves the right to report security breaches or illegal misuse of the Software to appropriate law enforcement agencies.
• Injunctive Relief: Customers acknowledge, accept and agree that AMEMBER may seek legal or court-ordered remedies to prevent further misuse or breaches.

Customers further acknowledge, accept and agree that this Consequences of Security Breach or Misuse clause is critical to maintaining the security and integrity of the Software and shall remain in effect after the termination or expiration of this Agreement.

13. Acceptable Use Policy

1. Purpose and Compliance:
   The Customer acknowledges, accepts and agrees to use the Software solely for its intended purposes as outlined in the accompanying documentation provided by AMEMBER. The Customer further acknowledges, accepts and agrees that the use of the Software must comply with all applicable laws, regulations, and this Agreement.
2. Prohibited Uses:
   The Customer acknowledges, accepts and agrees that the Customer is strictly prohibited from using the Software to:
   • Engage in unlawful, unethical, or harmful activities, including but not limited to fraud, phishing, identity theft, or unauthorized data collection.
   • Promote or distribute malicious software, including viruses, worms, spyware, or other harmful programs.
   • Breach, interfere with, or disrupt the security or integrity of AMEMBER’s systems or any third-party systems.
   • Circumvent security features or access controls, or attempt to gain unauthorized access to the Software or related systems.
   • Violate intellectual property rights, privacy rights, or any other rights of AMEMBER or third parties.
   • Use the Software to store or transmit any material that is unlawful, abusive, defamatory, harassing, obscene, or otherwise objectionable.
3. Third-Party Interference:
   The Customer acknowledges, accepts and agrees that the Customer may not allow third parties to:
   • Access or use the Software without authorization.
   • Create derivative works without prior written consent from AMEMBER.
   • Reverse-engineer, decompile, or disassemble the Software or any of its components.
4. Data Protection and Privacy:
   The Customer acknowledges, accepts and agrees that the Customer must ensure that their use of the Software does not violate data privacy laws or regulations, and which includes, but is not limited to refraining from using the Software to collect or process sensitive or personal data without proper authorization.
5. Monitoring and Enforcement:
   The Customer acknowledges, accepts and agrees that AMEMBER reserves and has the right to monitor the Customer’s use of the Software to ensure compliance with this Acceptable Use Policy. The Customer further permits and allows AMEMBER to monitor the Customer’s use of the Software to ensure compliance with this Acceptable Use Policy. The Customer further acknowledges, accepts and agrees that If any prohibited use is detected, AMEMBER may pursue or undertake at its sole and exclusive discretion appropriate action, including but not limited to:
   • Suspending or terminating the Customer’s license.
   • Reporting violations to relevant authorities if the prohibited activity is unlawful.
   • Seeking legal remedies for damages caused by misuse.
6. Consequences of Violation:
   The Customer acknowledges, accepts and agrees that any violation of the Acceptable Use Policy herein will constitute a material breach of this Agreement and may result in:
   • Immediate termination of the license without refund.
   • Liability for damages caused by prohibited activities.
   • Legal action to recover losses or prevent further misuse.
7. Customer Responsibility:
   The Customer acknowledges, accepts and agrees that the Customer is responsible for ensuring that all users authorized under their license comply with the Acceptable Use Policy herein. The Customer further acknowledges, accepts and agrees that any breach by an authorized user will be deemed a breach by the Customer.

14. Unauthorized Modifications
Customers acknowledge, accept and agree that Customers are strictly prohibited from modifying, altering, adapting, reverse-engineering, decompiling, disassembling, or otherwise attempting to derive the source code, architecture, or underlying logic of the Software without the prior written consent of AMEMBER.

Customers further acknowledge, accept and agree that prohibited actions include, but are not limited to:

1. Software Alteration: Making changes to the Software or code to create derivative works or bypass intended usage restrictions.
2. Reverse Engineering: Attempting to discover or access the source code, algorithms, or structure of the Software through reverse engineering or similar techniques.
3. Circumvention of Licensing Restrictions: Modifying the Software to bypass license checks, user limits, or payment requirements.
4. Development of Derivative Works: Using the Software as a foundation to create competing software, plugins, modules, or other extensions without explicit permission from AMEMBER.

15. Redistribution of the Software
Customers acknowledge, accept and agree that Customers are strictly prohibited from redistributing, sharing, or otherwise making the Software available to any third party without the prior written consent of AMEMBER. Customers acknowledge, accept and agree that any unauthorized redistribution or sharing of the Software constitutes a violation of this Agreement and an infringement of AMEMBER’s intellectual property rights. Customers further acknowledge, accept and agree that prohibited actions include, but are not limited to:

1. Unauthorized Sharing: Copying, uploading, or distributing the Software or its components, including source code, binaries, or documentation, to any individual or entity not authorized under this Agreement.
2. Sub-Licensing: Granting third parties access to the Software through a sub-license, lease, or rental arrangement without explicit approval from AMEMBER.
3. Online Distribution: Hosting or making the Software available for download through any public or private platform, including websites, file-sharing services, or peer-to-peer networks.
4. Bundle or Resale: Including the Software as part of a product bundle, package, or resale offering without authorization.

Consequences of Unauthorized Redistribution:

• Immediate Termination: Customers acknowledge, accept and agree that the license will be terminated immediately, without notice or refund, upon discovery of any unauthorized redistribution.
• Legal Action: Customers acknowledge, accept and agree that AMEMBER reserves the right to pursue legal remedies, including claims for damages and injunctive relief, to prevent further unauthorized distribution.
• Recovery of Costs: Customers acknowledge, accept and agree that Customers may be held liable for damages, including lost revenue and legal expenses, resulting from unauthorized redistribution.

Customers are reminded that this Agreement grants only the specific usage rights detailed herein and does not convey ownership or transferable rights to the Software, intellectual property, proprietary rights or Confidential Information. Customers acknowledge, accept and agree that any or all rights not expressly granted remain with AMEMBER.

Customers acknowledge, accept and agree that this Consequences of Unauthorized Redistribution clause shall survive the termination or expiration of this Agreement.

16. Data Protection and Privacy

1. Compliance with Data Protection Laws:
   The Customer acknowledges, accepts and agrees to comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), or other relevant regulations, when using the Software. The Customer further acknowledges, accepts and agrees that the Customer is solely responsible for ensuring that t the Customer’s use of the Software complies with such laws.
2. Customer Responsibility for Data:
   The Customer acknowledges, accepts and agrees that the Customer is responsible for all data collected, processed, or stored using the Software, including, but not limited to ensuring that:
   • Necessary consents are obtained from individuals whose data is collected or processed.
   • Appropriate safeguards are in place to protect sensitive or personal data.
   • Data is used only for lawful and legitimate purposes.
3. AMEMBER’s Role:
   AMEMBER acts solely as a Software provider and does not process or control customer or end-user data unless explicitly agreed upon in writing. The Customer acknowledges, accepts and agrees that AMEMBER has no liability for how the Customer collects, processes, or stores data using the Software.
4. Data Security Obligations:
   The Customer acknowledges, accepts and agrees to implement appropriate security measures to protect data from unauthorized access, loss, or misuse, which include, but are not limited to:
   • Using strong, secure passwords and limiting access to authorized personnel.
   • Regularly updating and maintaining the Software to protect against vulnerabilities.
   • Ensuring that data transmitted through the Software is encrypted where applicable.
5. Prohibited Use of Data:
   The Customer acknowledges, accepts and agrees that the Customer is prohibited from using the Software to:
   • Collect or process sensitive personal data (e.g., health, financial, or biometric data) without appropriate safeguards.
   • Engage in unauthorized data scraping, phishing, or other activities that infringe upon the privacy rights of individuals.
   • Violate any laws or regulations governing data protection and privacy.
6. Data Breach Notification:
   In the event of a data breach involving the Software, the Customer acknowledges, accepts and agrees to:
   • Notify AMEMBER promptly if the breach relates to the Software's functionality or security.
   • Notify affected individuals and relevant authorities in compliance with applicable data protection laws.
   • Cooperate with AMEMBER to investigate and mitigate the breach.
7. Limitation of Liability for Data:
   The Customer acknowledges, accepts and agrees that AMEMBER is not responsible for any data loss, breach, or unauthorized access caused by the Customer’s failure to comply with this Limitation of Liability for Data clause or applicable laws.
8. Data Retention and Deletion:
   Upon termination of this Agreement or at the Customer’s request, AMEMBER may at its sole and exclusive discretion assist with data export or deletion, subject to any applicable fees. AMEMBER does not retain customer data unless explicitly agreed upon.
9. Customer Indemnification:
   The Customer acknowledges, accepts and agrees to indemnify and hold harmless AMEMBER from any claims, damages, or penalties arising from the Customer’s violation of this Customer Indemnification clause or applicable data protection laws.
10. Survival of Obligations:
    The Customer acknowledges, accepts and agrees that the obligations under this Survival of Obligations clause shall survive the termination or expiration of this Agreement.

17. Audit Rights

1. Right to Audit:
   The Customer acknowledges, accepts and agrees that AMEMBER reserves and has the right to audit the Customer's use of the Software to ensure compliance with the terms of this Agreement, including but not limited to licensing restrictions, acceptable use, and any applicable fee structures. The Customer further permits and allows AMEMBER to audit the Customer’s use of the Software to ensure compliance with the terms herein.
2. Scope of Audit:
   The Customer acknowledges, accepts and agrees that the audit may include, but is not limited to:
   • Verifying the number of users or installations.
   • Confirming compliance with licensing and usage terms.
   • Ensuring the Software is not being used in violation of intellectual property rights or applicable laws.
   • Reviewing records, systems, and data directly related to the Customer's use of the Software.
3. Notification of Audit:
   The Customer acknowledges, accepts and agrees that AMEMBER will provide the Customer with at least 10 business days’ notice prior to initiating an audit, unless the audit is conducted due to suspected misuse, breach, or fraud, in which case no prior notice may be required.
4. Customer Cooperation:
   The Customer acknowledges, accepts and agrees to fully cooperate with AMEMBER during the audit process, including providing access to relevant records, systems, and personnel as reasonably requested.
5. Confidentiality of Audit Information:
   The Customer acknowledges, accepts and agrees that any information disclosed or reviewed during the audit will be treated as confidential and used solely for the purpose of verifying compliance with this Agreement.
6. Audit Costs:
   • If the audit reveals no material breach of this Agreement, AMEMBER will bear the costs of the audit.
   • The Customer acknowledges, accepts and agrees that the audit reveals a material breach, including unauthorized use or underpayment of fees, the Customer will be responsible for all reasonable costs associated with the audit, as well as any unpaid fees, penalties, or damages.
7. Remediation:
   The Customer acknowledges, accepts and agrees that if the audit reveals non-compliance, the Customer agrees to promptly:
   • Remedy the non-compliance.
   • Pay any applicable fees, damages, or penalties as determined by AMEMBER.
   • Cease any unauthorized activities or usage of the Software.
8. Frequency of Audits:
   The Customer acknowledges, accepts and agrees that AMEMBER may conduct audits no more than once per year unless a breach of this Agreement is suspected, in which case audits may occur as reasonably necessary in the sole and exclusive discretion of AMEMBER.
9. Legal Remedies for Non-Compliance:
   The Customer acknowledges, accepts and agrees that in the event of non-compliance discovered through an audit, AMEMBER reserves the right to terminate the license immediately, seek legal remedies, and pursue damages, including, but not limited to retroactive fees and costs.
10. Survival of Audit Rights:
    The Customer acknowledges, accepts and agrees that the audit rights outlined in this clause shall survive the termination or expiration of this Agreement for a period of two (2) years.

18. Indemnification

1. Customer Indemnification Obligations:
   The Customer agrees to indemnify, release, discharge defend, and hold harmless AMEMBER, its affiliates, officers, directors, employees, shareholders, subsidiaries, successors, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or related to:
   • The Customer’s use of the Software in violation of this Agreement, applicable laws, or regulations.
   • The Customer’s breach of any terms, representations, or warranties under this Agreement.
   • Any unauthorized modifications, integrations, or use of the Software by the Customer or any third party under the Customer’s control.
   • Claims arising from data processed, stored, or transmitted through the Software by the Customer that infringes on third-party rights, including but not limited to intellectual property, privacy, or confidentiality rights.
2. AMEMBER Indemnification Obligations:
   The Customer acknowledges, accepts and agrees that AMEMBER agrees to indemnify, defend, and hold harmless the Customer from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or related to:
   • Claims that the Software, as provided by AMEMBER, infringes upon or misappropriates the intellectual property rights of a third party.
3. Conditions for Indemnification:
   The Customer acknowledges, accepts and agrees that the indemnified party must:
   • Promptly notify the indemnifying party of any claim subject to indemnification.
   • Provide reasonable cooperation in the defense and settlement of the claim.
   • Allow the indemnifying party to control the defense and settlement of the claim, provided that any settlement does not impose obligations or liabilities on the indemnified party without prior written consent.
4. Exclusions from AMEMBER Indemnification:
   The Customer acknowledges, accepts and agrees that AMEMBER shall not be liable for any claims or damages arising from:
   • Modifications or customizations of the Software made by the Customer or third parties without AMEMBER’s prior written approval.
   • The use of the Software in combination with unauthorized hardware, software, or systems.
   • The Customer’s failure to use the latest version of the Software or to implement Updates provided by AMEMBER to address potential infringement issues.
5. Limitations on Indemnification:
   • The Customer acknowledges, accepts and agrees that AMEMBER’s total liability for indemnification claims shall not exceed the total fees paid by the Customer for the Software in the 12 months preceding the claim.
   • The Customer acknowledges, accepts and agrees that AMEMBER shall not be liable for indirect, incidental, or consequential damages arising from any indemnification obligations.
6. Survival of Indemnification Obligations:
   The obligations under this Indemnification Obligations clause shall survive the termination or expiration of this Agreement.

19. Limitation of Liability

1. Exclusion of Certain Damages:
   The Customer acknowledges, accepts and agrees that to the maximum extent permitted by applicable law, in no event shall AMEMBER, its affiliates, officers, directors, employees, shareholders, subsidiaries, successors, agents, or licensors be liable to the Customer or any third party for any:
   • Indirect, incidental, special, consequential, or punitive damages;
   • Loss of profits, revenue, business, savings, data, or goodwill;
   • Damages arising from interruptions, delays, or inability to use the Software, even if AMEMBER has been advised of the possibility of such damages.
2. Limitation of Direct Damages:
   The Customer acknowledges, accepts and agrees that AMEMBER’s total cumulative liability for all claims arising out of or relating to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by the Customer to AMEMBER for the Software during the twelve (12) months immediately preceding the event giving rise to the claim.
3. No Warranty for Third-Party Issues:
   The Customer acknowledges, accepts and agrees that AMEMBER shall not be liable for any damages or losses caused by:
   • Third-party services, plugins, or integrations used in conjunction with the Software;
   • Unauthorized modifications, customizations, or combinations of the Software with other systems;
   • The Customer’s failure to implement updates, patches, or fixes provided by AMEMBER.
4. No Guarantee of Performance:
   The Customer acknowledges, accepts and agrees that the Software is provided on an “AS IS” and “AS AVAILABLE” basis. The Customer further acknowledges, accepts and agrees that AMEMBER does not guarantee that the Software will meet the Customer’s requirements, operate without interruption, or be free of errors.
5. Exceptions to Limitation:
   The Customer acknowledges, accepts and agrees that the limitations set forth in this clause shall not apply to:
   • Claims arising from AMEMBER’s gross negligence or willful misconduct.
   • Breach of confidentiality or intellectual property indemnification obligations as specified in this Agreement.
6. Customer Responsibility for Compliance:
   The Customer acknowledges, accepts and agrees that the Customer is solely responsible for ensuring their use of the Software complies with applicable laws, regulations, and industry standards. The Customer further acknowledges, accepts and agrees that AMEMBER shall not be liable for any damages, cost, loss, harm or injury resulting from non-compliance by the Customer.
7. Survival of Limitations:
   The limitations of liability set forth in this Limitation of Liability clause shall survive the termination or expiration of this Agreement and apply to the fullest extent permitted by law.

20. Termination Clauses

1. Termination by AMEMBER:
   The Customer acknowledges, accepts and agrees that AMEMBER may terminate this Agreement and revoke the Customer’s license to use the Software immediately, without notice, in the following circumstances:
   • Breach of Agreement: If the Customer violates any terms or conditions of this Agreement, including but not limited to license scope, acceptable use, confidentiality, or payment obligations.
   • Unauthorized Actions: If the Customer engages in prohibited activities, such as unauthorized redistribution, modification, or reverse-engineering of the Software.
   • Legal or Regulatory Issues: If required by law, court order, or applicable regulation to cease providing the Software.
   • Security Threats: If the Customer’s actions pose a security risk or compromise the integrity of the Software or related systems.
2. Termination by Customer:
   The Customer acknowledges, accepts and agrees that the Customer may terminate this Agreement at any time by:
   • Providing written notice to AMEMBER.
   • Ceasing all use of the Software and uninstalling or deleting all copies.
3. Effect of Termination:
   The Customer acknowledges, accepts and agrees that upon termination of this Agreement:
   • Immediate Cessation of Use: The Customer must immediately stop using the Software and uninstall or delete all copies in their possession, custody, or control.
   • Return or Destruction of Confidential Information: The Customer must return or destroy all materials, documentation, or information provided by AMEMBER, as instructed.
   • Outstanding Payments: The Customer remains liable for any unpaid fees or charges incurred prior to termination.
   • No Refunds: Fees paid for the Software are non-refundable, regardless of the termination reason, unless explicitly stated otherwise in this Agreement.
4. Survival of Obligations:
   The following provisions shall survive termination or expiration of this Agreement:
   • Ownership of the Software, intellectual property, proprietary rights or Confidential Information.
   • Confidentiality.
   • Limitation of Liability.
   • Indemnification.
   • Governing Law and Jurisdiction.
5. Termination for Convenience:
   The Customer acknowledges, accepts and agrees that AMEMBER reserves and has the sole and exclusive right to terminate this Agreement for convenience upon providing the Customer with 30 days’ written notice. In such cases, the Customer may be entitled to a prorated refund for any unused portion of a pre-paid license term.
6. Termination Due to Force Majeure:
   That either party may terminate this Agreement if a force majeure event (e.g., natural disaster, war, government action) prevents the fulfillment of contractual obligations for more than 30 days.
7. Reinstatement of License:
   The Customer acknowledges, accepts and agrees that in the event of termination due to a breach, AMEMBER may, at its sole and exclusive discretion, reinstate the license if the Customer remedies the breach and pays any applicable fees or penalties.

21. Governing Law and Jurisdiction
The Customer acknowledges, accepts and agrees that this Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles, and that any disputes, claims, or legal actions arising out of or relating to this Agreement, including but not limited to claims of breach, enforcement, or validity, shall be resolved exclusively through arbitration or in the courts located in Nevada.

The parties agree that:

1. Exclusive Venue: Any arbitration, litigation, or other legal proceedings shall take place in Las Vegas, Nevada.
2. Consent to Jurisdiction: The parties consent to the personal jurisdiction of the state and federal courts located in Las Vegas, Nevada, for any legal action permitted under this Agreement.
3. Arbitration Clause: If arbitration is required, it shall be conducted in accordance with the rules of the American Arbitration Association (AAA) and shall take place in Las Vegas, Nevada.
4. Waiver of Objections: Each party waives any objections to the venue, including claims of forum non conveniens.

This Governing Law and Jurisdiction clause shall survive the termination or expiration of this Agreement.

22. Governing Language
This Agreement has been executed in the English language. All negotiations, communications, notices, and court proceedings conducted or provided under or in connection with this Agreement shall be in English. The English language version of this Agreement is the official version and shall govern any interpretation or construction of its terms. Any translations of this Agreement into other languages are for convenience only and shall have no legal effect.

23. Entire Agreement
The Customer acknowledges, accepts and agrees that this Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, representations, and communications, both written and oral, between you and AMEMBER. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by authorized representatives of both parties.

24. Modification of Terms
The Customer acknowledges, accepts and agrees that AMEMBER reserves and has the right, at its sole and exclusive discretion, to modify or replace any part of this Agreement at any time. The Customer acknowledges, accepts and agrees that it is the Customer’s responsibility to check this Agreement periodically for changes. The Customer acknowledges, accepts and agrees that the Customer’s continued use of or access to the Software following the posting of any changes to this Agreement constitutes acceptance of those changes. The Customer acknowledges, accepts and agrees that AMEMBER may also, in the future, offer new services and/or features through the Software (including, the release of new tools and resources) and that any such new features and/or services shall be subject to the terms and conditions of this Agreement.

25. Severability
The Customer acknowledges, accepts and agrees that any provision of this section is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, retaining the intent of the original clause, and the remaining provisions of this Agreement will remain in full force and effect, and if no modification shall render the provision valid, legal or enforceable, the Agreement shall be construed as if not containing such provision and the rights of AMEMBER and the obligations of you shall be construed and enforced accordingly.

26. Non-Competition Clause

1. Restriction on Competing Activities:
   During the term of this Agreement and for a period of two (2) years following its termination or expiration, the Customer acknowledges, accepts and agrees not to directly or indirectly engage in activities that compete with the business of AMEMBER, including, but not limited to:
   • Developing, designing, or marketing software that is substantially similar to or competes with the Software.
   • Offering services or solutions derived from the Software, including customizations, modifications, or derivative works.
   • Assisting any third party in creating, promoting, or distributing competing products or services.
2. Prohibition on Unauthorized Use:
   The Customer acknowledges, accepts and agrees that the Customer shall not use any proprietary knowledge, trade secrets, or confidential Information obtained from AMEMBER to develop, market, or assist in the creation of competing software or services.
3. Scope and Jurisdiction:
   The Customer acknowledges, accepts and agrees that this non-competition restriction applies globally, recognizing the international nature of AMEMBER’s business, unless restricted by applicable local laws.
4. Exceptions:
   The Customer acknowledges, accepts and agrees that this clause does not prohibit the Customer from:
   • Using unrelated proprietary software or solutions developed independently and without reference to the Software or intellectual property.
   • Participating in industries or activities that do not directly compete with AMEMBER’s business.
5. Enforcement and Remedies:
   The Customer acknowledges, accepts and agrees that if the Customer breaches this clause:
   • AMEMBER reserves the right to seek injunctive relief to prevent further violations.
   • The Customer may be held liable for damages, including loss of revenue, profits, and any other harm caused by the breach.
   • The Customer’s license to use the Software will be immediately terminated without refund.
6. Acknowledgment:
   The Customer acknowledges, accepts and agrees that this non-competition clause is reasonable in scope, duration, and geographic area and is necessary to protect AMEMBER’s legitimate business interests, including its intellectual property, trade secrets, proprietary rights, Confidential Information and competitive position.
7. Severability:
   The Customer acknowledges, accepts and agrees that if any portion of this clause is found to be unenforceable or invalid under applicable law, the remainder of the clause shall remain in full force and effect, and the parties agree to negotiate a replacement provision that reflects the original intent to the extent permissible.
8. Survival:
   The obligations under this Non-Competition clause shall survive the termination or expiration of this Agreement.

27. Force Majeure

1. Definition of Force Majeure:
   The Customer acknowledges, accepts and agrees that neither party shall be held liable for any failure or delay in the performance of its obligations under this Agreement due to events beyond its reasonable control, including but not limited to:
   • Acts of God (e.g., natural disasters such as earthquakes, floods, hurricanes, or wildfires).
   • War, terrorism, riots, or civil unrest.
   • Government actions, orders, or restrictions (e.g., embargoes, trade restrictions, or shutdowns).
   • Pandemics, epidemics, or other public health emergencies.
   • Utility failures, power outages, or internet disruptions.
   • Strikes, labor disputes, or shortages of materials or transportation.
2. Effect of Force Majeure:
   • The Customer acknowledges, accepts and agrees that if a Force Majeure event occurs, the affected party shall be excused from performance of its obligations to the extent affected by the event, provided that:
     • The party promptly notifies the other party in writing of the Force Majeure event.
     • The party makes all reasonable efforts to mitigate the impact of the event and resume performance as soon as possible.
3. Duration of Force Majeure:
   • The Customer acknowledges, accepts and agrees that Iif a Force Majeure event continues for a period exceeding 60 days, either party may terminate this Agreement upon providing written notice to the other party.
   • The Customer acknowledges, accepts and agrees that in the event of termination due to Force Majeure, the Customer shall:
     • Cease all use of the Software.
     • Be entitled to a prorated refund of any prepaid license fees for the unused portion of the license term.
4. Exclusions from Force Majeure:
   The Customer acknowledges, accepts and agrees that Force Majeure shall not apply to:
   • The Customer’s payment obligations under this Agreement.
   • Breaches caused by negligence or lack of reasonable precautions to prevent or mitigate the impact of the Force Majeure event.
5. Notification Requirements:
   • The Customer acknowledges, accepts and agrees that the affected party must notify the other party of the Force Majeure event within 5 business days of its occurrence.
   • The Customer acknowledges, accepts and agrees that the notification must include details of the event, its expected duration, and the steps being taken to address the situation.
6. No Waiver of Rights:
   • The Customer acknowledges, accepts and agrees that the invocation of this Force Majeure clause does not waive any rights or remedies available under this Agreement, except as specifically provided herein.

28. Misrepresentation of the Software
The Customer acknowledges, accepts and agrees that Customers are strictly prohibited from misrepresenting the Software, its capabilities, ownership, or affiliation with AMEMBER in any manner. The Customer further acknowledges, accepts and agrees that any form of misrepresentation, whether intentional or unintentional, is a violation of this Agreement and may result in immediate termination of the license. The Customer acknowledges, accepts and agrees that examples of prohibited actions include, but are not limited to:

1. False Claims: Making false or misleading statements about the Software’s features, functionality, or performance to third parties.
2. Unauthorized Branding: Using AMEMBER’s intellectual property and proprietary rights, including but not limited to trademarks, logos, or other branding materials without prior written consent in a way that misrepresents the Software or its relationship with AMEMBER.
3. Impersonation: Falsely claiming ownership, authorship, or exclusive rights to the Software or to AMEMBER’s intellectual property, proprietary rights or Confidential Information.
4. Unapproved Endorsements: Suggesting that AMEMBER endorses or sponsors a customer’s products, services, or activities without explicit authorization.
5. Deceptive Marketing: Using the Software in marketing, advertising, or promotional activities that mislead others about the Software’s intended use or purpose.

29. Consequences of Misrepresentation:

• Immediate Termination: The Customer acknowledges, accepts and agrees that the license will be terminated immediately, without notice or refund, if any misrepresentation is detected.
• Legal Remedies: The Customer acknowledges, accepts and agrees that AMEMBER reserves and has the right to pursue legal action, including claims for damages and injunctive relief, for any harm caused by the misrepresentation.
• Public Disassociation: The Customer acknowledges, accepts and agrees that AMEMBER may issue public statements to correct false claims or disassociate itself from the customer’s activities.

This Consequences of Misrepresentation clause aims to protect the reputation and integrity of AMEMBER and its Software, intellectual property, proprietary rights and Confidential Information. Customers are advised to seek prior approval before making any statements, claims, or uses involving the Software or AMEMBER’s intellectual property, proprietary rights or Confidential Information. This Consequences of Misrepresentation provision survives termination or expiration of the Agreement.

30. Local Laws and Consumer Rights
The Customer acknowledges, accepts and agrees that the terms and conditions of this Agreement including, but not limited to disclaimers, waivers, and restrictions herein are not intended to limit any rights you may have as a consumer that cannot be legally waived or disclaimed under applicable law.

31. Transfer Policy
AMEMBER may permit the Customer to transfer of this license to another domain under the following conditions:

• The license has not been transferred previously.
• The license was purchased within the last three months.

32. License Revocation
The Customer acknowledges, accepts and agrees that AMEMBER reserves the right to revoke this license at any time without notice if any terms of this Agreement are breached.

33. Compliance and Legal Inquiries
For any matters related to legal, compliance, or regulatory issues concerning this Agreement, the Licensee is required to promptly contact compliance@amember.com. Failure to address such matters through this designated contact may constitute a breach of this Agreement.