Terms and Conditions

Last updated: February 11, 2026

Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using or purchasing any of our product or service offerings, including, but not limited to, our https://www.memberspace.com website (the “Service(s)”) operated by SwanLogic LLC, d/b/a MemberSpace (“us”, “we”, or “our”).

By accessing or using the Services you agree to be bound by these Terms. If you disagree with any part of the terms, please do not use the Services.

Please read our Privacy Policy, which constitutes an integral part of these Terms. Our Privacy Policy sets out how we use personal information we receive from and about you and your customers or end users and what are your and their choices with respect to this. Personal information is information that identifies you as an individual or relates to you as an identifiable individual.

If you are a customer/end user of our customer: We have no direct relationship with our customers’ customers or end users whose personal data we process. If you are a customer of one of our customers, and you would like to access, amend or delete your data, then you need to contact our customer (the “data controller”) directly and we will respond within a reasonable period of time to any such request by our customer.

1. Communications

When creating an Account on our Services, if you elect this option, we will add you to our mailing list for newsletters, marketing or promotional materials and other information we may send.

You may opt out of receiving any, or all, of these communications from us by contacting us at support@memberspace.com or following the unsubscribe link or instructions provided in any email we send.

You represent and warrant that: (i) you have the right to enter into a binding agreement and, if you are entering into an agreement with us on behalf of an entity, that you are authorized to bind such entity in legal obligations; (ii) if you make a payment to us – that you have the legal right to use any credit card(s) or other payment method(s) that you use to pay us; and that (iii) the information you supply to us is true, correct and complete.
We reserve the right to refuse or cancel your order at any time, for reasons including but not limited to cases where we suspect fraud or an unauthorized or illegal transaction.

2. Availability, Errors and Inaccuracies

We are constantly updating product and service offerings on the Services. We cannot guarantee the accuracy or completeness of any information found on the Services.

We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time.

3. Subscriptions

Some parts of the Services are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). You will also be charged a transaction fee of a certain percentage of your transaction amount. The exact amount is set forth in our pricing https://www.memberspace.com/pricing/. Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or MemberSpace cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting MemberSpace customer support team at support@memberspace.com.

A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide MemberSpace with accurate and complete billing information including full name, email address, and a valid payment method information. By submitting such payment information, you authorize MemberSpace to charge all Subscription fees incurred through your account to any such payment instruments.

Should automatic billing fail to occur for any reason, MemberSpace will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

4. Free Trial

MemberSpace may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).

You may be required to enter your billing information in order to sign up for the Free Trial. If you do enter your billing information when signing up for the Free Trial, you will not be charged by MemberSpace until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

At any time and without notice, MemberSpace reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

5. Fee Changes

MemberSpace, in its sole discretion and at any time, may modify the Subscription fees and any and all other fees. Any fee change will become effective at the end of the then-current Billing Cycle.

MemberSpace will provide you with a reasonable prior notice of any change in Subscription fees or other fees to give you an opportunity to terminate your Subscription or other relationship before such change becomes effective. Your continued use of the Services after fee changes come into effect constitutes your agreement to pay the modified fee amounts.

6. Refunds

Certain refund requests for Subscriptions may be considered by MemberSpace on a case-by-case basis and granted in sole discretion of MemberSpace.

7. Permissible Use

You agree that in using or accessing the Services, you will not, and will not attempt to:

impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity
violate any local, state, national or international law (including export laws)
reverse engineer, disassemble, decompile, or translate any software or other components of the Services
distribute, input, upload, transmit, or otherwise run or propagate any virus, application, Trojan horse, or any other harmful computer code that could damage or alter a computer, portable device, computer network, communication network, data, or the Services, or any other system, device, or property
access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party
use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express prior written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Services
license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services, Services content, or user content other than as expressly permitted herein
create or develop competing products or services or for any other purpose that is to MemberSpace’s detriment or commercial disadvantage
damage, destroy, disrupt, disable, impair, overburden, interfere with, or otherwise impede or harm in any manner the Services, Services content, or user content, in whole or in part
use framing techniques to enclose any trademark, logo, or the Services without our express prior written consent
post, transmit or otherwise disseminate any content that, as we determine at our sole discretion: (i) is unlawful, harmful, harassing, fraudulent, threatening, abusive, libelous, defamatory, vulgar, obscene, hateful, violent, demeaning, intimidating, discriminatory, or racially, ethnically or otherwise objectionable, or infringes our or any third party’s intellectual property or other rights, (ii) is derogatory or harmful to our reputation, the reputation of our licensors, or any of our or their respective officers, members, employees, representatives, licensors and/or suppliers, in any way; (iii) may incite violence or other unlawful activity; or (iv) is harmful to children in any manner; or (iv) attempts to obtain the personal information of other users
disrupt, interfere with, violate the security of, or attempt to gain unauthorized access to the Services or any computer network
bypass, breach, avoid, remove, deactivate, impair, descramble, or otherwise circumvent any security device, protection, or technological measure implemented by MemberSpace or any of our service providers to protect the Services
remove, delete, alter, or obscure any trademarks, specifications, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, Services content, or user content
use any manual process or automated device to monitor or copy any content made available on or through the Services for any unauthorized purpose except as permitted herein
to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation
copy, duplicate, download, store in a retrieval system, publish, transmit or otherwise reproduce, transfer, distribute, store, disseminate, aggregate, use as a component of or as the basis for a database or otherwise use in any form or by any means any data, text, reports, or other materials related to MemberSpace or third-party content from the Services
otherwise use the Services in any manner that exceeds the scope of use granted herein
encourage or enable any other individual to do any of the foregoing

We will determine, in our sole discretion, whether there has been a breach of our acceptable use standards through your use of the Services, and we may take such action as we deem appropriate to prevent, end, or mitigate the impact of any breach we identify, including, but not limited to, your removal from access to the Services.

8. Content

Your content: Our Services allow you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for the Content that you post on or through the Services, including its legality, reliability, and appropriateness.

By posting Content on or through the Services, You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, (ii) that the posting of your Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity, nor does it contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing. We reserve the right to terminate the account of anyone who is found to be in violation of these terms. We do not control, take no responsibility and assume no liability for Content you or any third party posts on or through the Services or for any misuse of your Content by your end users or otherwise.

MemberSpace has the right but not the obligation to monitor and edit all Content provided by users and can remove Content if it violates these terms. If you use MemberSpace’s community features (such as posting or commenting), you also agree to our Community Guidelines & Posting Terms, which are incorporated into these Terms by reference.

Our content: Content uploaded to the Services by or on behalf of MemberSpace is the property of MemberSpace or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

You also agree that you will not duplicate, publish, modify, reverse engineer, create derivative works from, participate in the transfer of, post on the World Wide Web, attempt to extract the source code of that software, or in any way distribute or exploit the Services, or any portion of the Services, unless laws prohibit these restrictions or you have our written permission to do so.

9. Accounts

When you create an account with us, you represent that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Services.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Services or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.

10. Customer Data

Customer Data means any data of any type that is submitted to the Services by you or on your behalf, including without limitation: (a) data submitted, uploaded or imported to the Services and (b) data provided by or about your end users (including chat and message logs) that are collected from use of the Services. All Customer Data is subject to MemberSpace’s Privacy Policy.

You are solely responsible for the accuracy, content and legality of all Customer Data. You represent and warrant to us that you have all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in these Terms and that no Customer Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any laws and regulations, including any applicable data protection laws (such as the EU General Data Protection Regulation (GDPR)), or (iii) any terms of service, privacy policies or other agreements governing your accounts with any third party platforms. You will be fully responsible for any Customer Data submitted to the Services by any of your end users as if you submitted it directly.

You specifically agree not to use the Services to collect, store, process or transmit any Sensitive Personal Information. Sensitive Personal Information means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”); or (iii) any other personal data of an EU citizen deemed to be in a “special category” (as identified in EU General Data Protection Regulation or any successor directive or regulation). You acknowledge that MemberSpace is not a Business Associate or subcontractor (as those terms are defined in HIPAA) or a payment card processor and that the Services are neither HIPAA nor PCI DSS compliant. We will have no liability under these Terms for Sensitive Personal Information, notwithstanding anything to the contrary herein.

You agree to comply with all applicable laws in your use of the Services. Without limiting the generality of the foregoing, you will not engage in any unsolicited advertising, marketing, or other activities using the Services, including without limitation any activities that violate the Telephone Consumer Protection Act of 1991, CAN-SPAM Act of 2003 or any other anti-spam laws and regulations.

Your privacy policy must provide all disclosures and require any consents as may be required by law. This includes disclosing how, and for what purposes, the data collected through our Services will be used or shared with us as part of the Services and that we will process this data in the United States. You must also provide your end users with clear and comprehensive information, and acquire consent, where necessary, with respect to the storing and accessing of cookies or other information on such end user’s devices where such activity occurs in connection with the Services and as required by applicable laws. For clarity, as between you and MemberSpace, you will be solely responsible for obtaining the necessary clearances, consents and approvals from your end users under all applicable laws.

MemberSpace shall bear responsibility for sharing information with the service providers it uses for the provision of the Services. This is described in our Privacy Policy. Any other sharing of information with third parties, which you request us to conduct or facilitate, shall be at your sole responsibility.

You are responsible for entering into separate contractual arrangements with such third parties binding them to comply with obligations in accordance with data protection laws and MemberSpace shall not be responsible or liable for facilitating such sharing.

To facilitate our compliance with any record keeping obligations we may have in connection with your information, where requested and as applicable to you, you agree to provide such information to us via the user interface of the Services or via such other means as we may provide, and will use such user interface or other means to ensure that all information provided is kept accurate and up-to-date.

11. Aggregated Anonymous Data

Notwithstanding anything to the contrary herein, you agree that we may obtain and aggregate technical and other data about your use of the Services that is non-personally identifiable (“Aggregated Anonymous Data”), and we may use the Aggregated Anonymous Data to analyze, improve, support and operate the Services and otherwise for any business purpose during and after the term of these Terms, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by you and our other customers.

12. Cross Border Transfers

To the extent EU data protection law applies to our processing of your end user information, this processing will be governed by our Data Processing Agreement and you instruct us to disclose personal data as necessary to: (i) comply with laws applicable to us, including US Federal or state law, (ii) in response to lawful requests by public authorities; or (iii) if we are involved in a merger, acquisition, or sale of all or a portion of our assets or in a bankruptcy or liquidation proceeding.

We participate in the EU-U.S. Privacy Shield framework. For more information, please see the “Transfers of Information from the EEA” Section in MemberSpace Privacy Policy, available at https://www.memberspace.com/privacy-policy or a successor URL.

13. Intellectual Property

The Services and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of MemberSpace and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of MemberSpace.

14. Copyright

We respect the intellectual property rights of others. If you are a copyright owner, authorized to act on behalf of a copyright owner or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Services by providing the following information:

Identification of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at the site;
Identification of the material that you claim is infringing your Content and needs to be removed, including a description of where it is located so that the copyright agent can locate it;
Your address, telephone number, and, if available, e-mail address, and company affiliation (if applicable) so that the copyright agent may contact you about your complaint; and
A signed statement (with physical or electronic signature) that the above information is accurate; that you have a good faith belief that the identified use of the copyrighted work is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury (in jurisdictions where this applies, which does not include the European Union), that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.

Upon obtaining such information, we will act expeditiously and take actions we deem appropriate including, to remove, or disable access to, the material. Please be aware that there are substantial penalties for false claims. If a notice of copyright infringement has been wrongly filed against you, you may submit a counter notification to our agent. A valid counter notification is a written communication that incorporates the following:

Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
A signed statement (with physical or electronic signature) under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and
Your name, address, and telephone number; a statement that you consent to the jurisdiction of the competent courts in the federal district court for the judicial district in which your address is located; and that you will accept service of process from the complainant.

Notices of the foregoing copyright issues should be sent to the following email address: privacy@memberspace.com.

If you give notice of copyright infringement by e-mail, an agent may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail or as an attachment to your e-mail before we are required to take any action. This information should not be construed as legal advice.

We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, we will also terminate a user’s Account if the user is determined to be a repeat infringer. Under the U.S. Digital Millennium Copyright Act and otherwise, our designated copyright agent for notice of alleged copyright infringement appearing on the Services is: Ward Sandler (privacy@memberspace.com). For further information about the DMCA (where applicable), please visit the website of the United States Copyright Office at https://www.copyright.gov/dmca-directory/

15. Links to Other Web Sites

Our Services may contain links to third party web sites or services that are not owned or controlled by MemberSpace.

MemberSpace has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant or endorse the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that MemberSpace 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 third party web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.

16. Termination

We may terminate or suspend your account and bar access to the Services immediately, without prior notice or liability, in our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If you wish to terminate your account, you may request that we delete your account by contacting us at support@memberspace.com.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

17. Indemnification

You agree to defend, indemnify and hold harmless MemberSpace and its licensee and licensors, and their owners, employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Services, by you or any person using your account and password; b) a breach of these Terms, c) Content posted on the Services; and if you a customer d) a breach of any data processing agreement executed between you and MemberSpace or breach of data protection laws.

In the event that indemnification becomes necessary, you agree that: (a) MemberSpace may participate in the defense of any claim by counsel of its own choosing, at its cost and expense and (b) Customer will not settle any claim without MemberSpace’s prior written consent, unless the settlement fully and unconditionally releases MemberSpace and does not require MemberSpace to pay any amount, take any action, or admit any liability.

18. Limitation Of Liability

In no event shall MemberSpace, nor its owners, directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Services; (ii) any conduct or content of any third party on the Services; (iii) any content obtained from the Services; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. The overall aggregate liability of MemberSpace or its affiliates, whether in contract, tort or under any other theory of liability arising out of or in connection with these Terms or all data processing agreements between Customer affiliates and MemberSpace or its affiliates, shall not exceed, in the aggregate, the fees paid to MemberSpace in the six (6) month period immediately preceding the event giving rise to such claim. For avoidance of doubt, reference to the liability of MemberSpace shall mean MemberSpace’s aggregate liability and that of all MemberSpace affiliates under both the Terms and all data processing agreements between Customer affiliates and MemberSpace or MemberSpace affiliates).

19 Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS—INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT (BY REQUIRING YOUR DISPUTE TO BE SUBMITTED TO ARBITRATION) AND LIMITING YOUR RIGHTS TO RESOLVE YOUR DISPUTE AS PART OF A CLASS.

As detailed herein, the Terms mandate that all disputes between you and Memberspace be resolved first through an informal dispute resolution process. In the event informal resolution fails, the Terms further mandate that all disputes (except those identified in Section 19.3) be formally resolved through binding arbitration. Binding arbitration means that an arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve such disputes. Consequently, you should read the entirety of Section 19 carefully as it may significantly affect your legal rights.

Informal Dispute Resolution.

For any and all disputes between you and MemberSpace, the parties shall use their best efforts to settle informally the dispute, claim, question, or disagreement and to engage in good faith negotiations. Failure to engage in this process could result in the award of fees against you in arbitration.

To initiate informal dispute resolution, the initiating party must first send a written description of the dispute to the other party. For any dispute against MemberSpace that you initiate, you agree to send to MemberSpace (a) a written description of the dispute and (b) the email address(es) associated with your account through the following email address: support@memberspace.com. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought. For any dispute that MemberSpace initiates, we will send our written description of the dispute to the email address associated with your use of the services.

If the parties’ dispute is not resolved within sixty (60) days after receipt of the written description of the dispute by a party, you and MemberSpace agree to resolve any remaining dispute through the additional dispute resolution provisions set forth below.

A good faith engagement in informal dispute resolution shall be and is a prerequisite and condition precedent to either party initiating a lawsuit or arbitration. The parties agree that any applicable statute of limitations period and filing fees or other deadlines will be tolled while the parties engage in this informal dispute resolution process.

2. Binding Arbitration

After the parties have engaged in a good-faith effort to resolve their dispute(s) in accordance with the Informal Dispute Resolution process (Section 19.1), and only if those efforts fail, then either party may initiate arbitration as set forth in this Section.

If you determine to initiate arbitration, a copy of the arbitration demand must be emailed to support@memberspace.com. If MemberSpace is initiating arbitration, it will serve a copy of the demand to the email address associated with your use of the MemberSpace Services.

(a) Mutual Arbitration Agreement: Except as set forth in Section 19.3 below, you and MemberSpace agree that all claims, disputes, or disagreements that may arise out of or relating to the interpretation, applicability, enforceability, formation, or performance of these Terms— including but not limited to any claim that all or any part of these terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment, non-payment, or timing of any administrative or arbitrator fees—shall be resolved exclusively through binding arbitration in accordance with this Section 19.2 (collectively, the “Arbitration Agreement”). The arbitrator shall be empowered under this Arbitration Agreement to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the arbitration provider’s rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party’s failure to comply with this Section 19.2.

This Arbitration Agreement is intended to be interpreted broadly, and it applies to claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement or any prior agreement as well as claims that may arise after the termination of this Arbitration Agreement, in accordance with the notice opt-out provisions set forth in Sections 19.4 and 19.5.

This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) in all respects and evidences a transaction involving interstate commerce. You and MemberSpace expressly agree that the FAA shall exclusively govern the interpretation and enforcement of this Arbitration Agreement. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply.

Except as set forth in Section 19.2(c) below, if any provision of this Arbitration Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions thereof remain in full force and effect.

(b) WAIVER OF RIGHTS INCLUDING JURY TRIAL THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE CLAIM, AND THAT RIGHTS TO DISCOVERY AND APPEALS MAY BE LIMITED IN ARBITRATION. THE PARTIES FURTHER UNDERSTAND THAT THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION IN SOME INSTANCES.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT BY AGREEING TO THESE TERMS AND ARBITRATION AGREEMENT, YOU AND MEMBERSPACE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

(c) Arbitration Location. If you are a resident of the United States, arbitration will take place in the State of New Jersey. For residents in Canada (and anywhere else outside the United States), arbitration shall be initiated in the State of New Jersey, United States of America, unless you and MemberSpace otherwise agree or unless the designated arbitrator determines that such venue would be unreasonably burdensome to any party, in which case the arbitrator shall have the discretion to select another venue.

For any arbitration conducted in the State of New Jersey, United States of America, You and MemberSpace agree to submit to the personal jurisdiction of any federal or state court in New Jersey, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by U.S. or certified mail and hereby waive any and all jurisdictional and venue defenses otherwise available

3. Exceptions to Arbitration.

Notwithstanding the parties’ agreement to resolve all disputes through binding arbitration as set forth in Section 19.2:

(a) IP Disputes.

Either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, shall be exclusively brought in the state and federal courts located in the State of New Jersey.

(b) Small Claims Court and Statutes of Limitation.

Either party may elect to have disputes or claims resolved in a small claims court regardless of what forum the filing party initially chose, provided the disputes or claims are within the scope of that court’s jurisdiction.

Either party may also seek a declaratory judgment or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be in fact be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed (and any applicable statute of limitations tolled) pending the outcome of such action.

For any dispute not subject to arbitration under this Section 19, you and MemberSpace agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in the State of New Jersey. You further agree to accept service of process by U.S. or certified mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.

4. 30-Day Right to Opt Out.

You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice, signed by you, of your decision to opt-out to the following address: support@memberspace.com. The notice must be sent within 30 days of December 12, 2025 or your first use of the Services, whichever is later; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of Section 19.2. If you opt-out of the arbitration provisions, MemberSpace also will not be bound by them.

If you opt out of the Arbitration Agreement, you may exercise your right to a trial by jury or judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If MemberSpace changes this “Dispute Resolution” section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you agree that your continued use of the Services 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out of the Arbitration Agreement by providing notice as described in Section 19.4.

MemberSpace will continue to honor any valid opt outs if you opted out of arbitration in a prior version of the Terms pursuant to the requirements set forth in that version. If you do not timely opt out of this Arbitration Agreement, such action shall constitute mutual acceptance of the terms of these “Dispute Resolution” provisions by you and MemberSpace.

5. Changes to this Section.

MemberSpace will provide 30 days’ notice of the date of any material changes to this Section 19. Changes will become effective on the 30th day and apply to all claims not yet filed. If you continue to use the Services after the 30th day, you agree that any unfiled claims of which MemberSpace does not have actual notice are subject to the revised clause.

20. Communications by Text Message or Email

By opting-in to receive text (SMS) messages from MemberSpace or by sending MemberSpace an initial text message (an “SMS Enrollment”), you consent to receiving text messages regarding your MemberSpace account and use of the Services. These text messages may include order confirmations, shipping notifications, messages MemberSpace, and other transactional messages, as well as promotional and marketing notifications, to the extent you have opted-in to receive such messages from MemberSpace.

With your SMS Enrollment, you represent and understand that: (1) you are the owner or authorized user of the mobile device you used in order to initiate the SMS Enrollment, (2) you are authorized to approve any applicable charges in connection with the text messages you send to and receive from MemberSpace, (3) you will be responsible for all messaging and other data charges that may apply for any text messages sent to you from MemberSpace, or from MemberSpace to you, and (4) neither MemberSpace, nor your or MemberSpace’s mobile carriers, will be liable for delayed or undelivered messages.

Note that access to the Services is not conditioned upon your consent to receive marketing or promotional text messages from MemberSpace, and you can opt-out of any of MemberSpace’s SMS services at any time by texting “STOP” to the message received, from the mobile device that is subscribed to receive the SMS messages. After you send the text message “STOP” to us, we may send you one final text message to confirm that you have been unsubscribed. If you have opted-in to receive more than one type of text message from MemberSpace, you will need to opt-out of each MemberSpace SMS service to which you are subscribed. Until you have done so, you may continue to receive the types of text messages from MemberSpace that you have opted-in to receive but have not unsubscribed from.

You also understand that while MemberSpace takes your privacy and the security of your information very seriously, the transmission of information over the internet and mobile networks is not 100% secure. Text messages and emails that you send to or receive from MemberSpace are not encrypted, which means that it is possible they may be intercepted by third parties. If you choose to send or receive information by text message or email, you do so at your own risk. By initiating an SMS Enrollment, you consent to sending text messages to MemberSpace, and receiving text messages from MemberSpace, that are not encrypted. Likewise, by emailing MemberSpace or giving MemberSpace your email, you consent to receiving unencrypted emails messages from MemberSpace.

If you are experiencing any issues with MemberSpace’s text messaging or email services, or if you have any concerns about sending or receiving any sensitive information through text or email, please contact us directly at support@memberspace.com. If you have questions specific to your text or data plan, please contact your wireless provider.

21. Disclaimer

Your use of the Services is at your sole risk. The Services are provided on an “AS IS” and “AS AVAILABLE” basis. The Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

MemberSpace its subsidiaries, affiliates, and its licensors do not warrant that a) the Services will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Services is free of viruses or other harmful components; or d) the results of using the Services will meet your requirements.

22. Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

23. Governing Law

These Terms shall be governed and construed in accordance with the laws of New Jersey, United States, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Services, and supersede and replace any prior agreements we might have had between us regarding the Services.

24. Changes

We may amend these Terms from time to time. The most current version will always be available at https://www.memberspace.com/terms-and-conditions. If we believe an amendment is material, we will notify you by a notification through the Services and/or by e-mailing the e-mail address you provided to us, if you have provided one. By continuing to access or use the Services after an amendment becomes effective, you agree to be bound by the amended terms.

25. Third-Party Website Integrations

As part of the MemberSpace onboarding experience, you may be offered the option to create a website using our integration partner, Pop Site. This integration is completely optional. If you choose to proceed, you expressly authorize us to share the minimum information necessary to enable the integration.

You acknowledge that Pop Site operates independently of MemberSpace, and your use of its services is governed solely by Pop Site’s terms and privacy practices. MemberSpace makes no warranties and accepts no liability related to any third-party platform or service, including Pop Site.

26. California Users

If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” This release includes the criminal acts of others.

27. For Customers Only

1. Introduction

This Section 27 applies only to our Customers. If you purchased one of our Services, as further defined below, you are a “Customer” for the purposes of this Section 27. By agreeing to these Terms and Conditions, each Customer agrees to be bound by the terms of these Terms and Conditions, including this Section 27.

2. Definitions

For the purposes of this Section 27, the following definitions shall apply:

“Business Purpose” shall mean the use of personal information for the business’ operational purposes, other notified purposes, or for our operational purposes, provided that the use of personal information shall be reasonably necessary and proportionate to achieve the purpose for which the personal information was collected or processed or for another purpose that is compatible with the context in which the personal information was collected.

“Customer” shall mean any person, agent, corporation, company, partnership, or other legal, physical, or digital entity that purchases any of the Services.

“Member” shall mean a consumer that purchases a good or service from a Customer that is purchased in whole or in part by the Customer from MemberSpace.

“Personal Information” shall mean information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household, Personal information includes, but is not limited to: real names, postal address, alias, unique personal identifier, online identifier, IP address, email address, account name, commercial information, internet or electronic activity information, and other types of non-public information that may reasonably identify an individual.

3. Purpose

We are providing each Customer with our Services for the purpose fulfilling a Business Purpose for each Customer. We will only use the Personal Information we collect or are provided by our Customers for the Business Purpose for which it was provided.

4. No Sale or Sharing of Personal Information

Except as otherwise permitted by law, we will not:

Sell Personal Information;
Share Personal Information for advertising or any purpose other than a Business Purpose;
Share Personal Information with any third party unless the third party is bound by a contractual obligation to provide the same level of privacy protection as provided by MemberSpace;
Combine Personal Information received from a Customer with any other Personal Information about the same Member from another Customer or any other third party; or
Use, retain, or disclose Personal information other than the purpose for which it was provided and in a manner inconsistent with any federal, state, or local law.

5. Indemnification

In addition to any other indemnification obligations of Customer, Customer agrees to defend, indemnify and hold harmless MemberSpace and its licensee and licensors, and their owners, employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of: a) Customer’s use and access of the Services, by you or any person using your account and password; b) Member’s use and access to the Services; c) a breach of these Terms; d) Content posted on the Services by any party; e) a breach of this agreement executed between Customer and MemberSpace or breach of data protection laws; and f) any claim by any third party, including by not limited to any claim by any Member.

6. Limitation of Liability

In addition to any other limitations of liability agreed to by Customer, in no event shall MemberSpace, nor its owners, directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Services; (ii) a Member’s access to or use of or inability to access or use the Services; (iii) any conduct or content of any third party on the Services; (iv) any content obtained from the Services; and (v) unauthorized access, use or alteration of your transmissions, data, or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. The overall aggregate liability of MemberSpace or its affiliates, whether in contract, tort or under any other theory of liability arising out of or in connection with these Terms or all data processing agreements between Customer affiliates and MemberSpace or its affiliates, shall not exceed, in the aggregate, the fees paid to MemberSpace in the six (6) month period immediately preceding the event giving rise to such claim. For avoidance of doubt, reference to the liability of MemberSpace shall mean MemberSpace’s aggregate liability and that of all MemberSpace affiliates under both the Terms and all data processing agreements between Customer affiliates and MemberSpace or MemberSpace affiliates.

7. Member Requests

MemberSpace will assist our Customers with any requests by Members, including requests to delete or correct Personal Information, and will promptly notify the Customer in the event MemberSpace receives a request directly from a Member.

8. Security

MemberSpace will continue to implement and maintain a commercially reasonable privacy and security program to maintain the confidentiality of Customer’s Members’ data in accordance with applicable law.

9. Termination

MemberSpace may terminate this agreement at any time and for any reason in its sole discretion. Customer may terminate this agreement upon providing ninety (90) day’s prior written notice to MemberSpace at support@memberspace.com.

10. Community Guidelines and Posting Terms

Each Customer agrees that in order for any Member to use MemberSpace’s Services, that each Member must agree to MemberSpace’s Community Guidelines and Posting Terms. MemberSpace will monitor its Services at its discretion for any violations of the Community Guidelines and Posting Terms, and shall have the right to temporarily or permanently remove any Member from using any Services, without notice, in its sole discretion. Customer may report any violation of the Community Guidelines and Posting Terms, or may request the removal of any Member, by emailing MemberSpace at support@memberspace.com.

28. Contact Us

If you have any questions about these Terms and Conditions, please contact us: support@memberspace.com.

Mailing Address

MemberSpace
625 Washington Street
Hoboken, NJ 0703

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