Last updated: December 18th, 2018
Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the https://www.memberspace.com website (the "Service") operated by SwanLogic LLC, d/b/a 320NY ("us", "we", or "our").
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms, please do not use the Service.
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.
When you creating an Account on our service, 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 [email protected] 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.
We are constantly updating product and service offerings on the Service. We cannot guarantee the accuracy or completeness of any information found on the Service.
We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time.
Some parts of the Service 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/signup. 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 320NY cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting 320NY customer support team.
A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide 320NY with accurate and complete billing information including full name, email address, and a valid payment method information. By submitting such payment information, you authorize 320NY to charge all Subscription fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, 320NY 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.
320NY 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 320NY 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, 320NY reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
320NY, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.
320NY will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
Certain refund requests for Subscriptions may be considered by 320NY on a case-by-case basis and granted in sole discretion of 320NY.
You may not access or use the Services in a manner that:
We will determine, in our 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.
Our Service allows 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 Service, including its legality, reliability, and appropriateness.
By posting Content on or through the Service, 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 Service 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 Service or for any misuse of your Content by your end users or otherwise.
320NY 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.
Content uploaded to the Services by or on behalf of 320NY is the property of 320NY 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.
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 Service.
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 Service 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.
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.
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 320NY 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.
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 320NY 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.
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.
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.
The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of 320NY and its licensors. The Service is 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 320NY.
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:
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:
Notices of the foregoing copyright issues should be sent to the following email address: [email protected]. You may also call us at 201-499-5193.
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 ([email protected]). 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/
Our Service may contain links to third party web sites or services that are not owned or controlled by 320NY.
320NY 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 the offerings of any of these entities/individuals or their websites.
You acknowledge and agree that 320NY 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.
We may terminate or suspend your account and bar access to the Service 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 [email protected].
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.
You agree to defend, indemnify and hold harmless 320NY and its licensee and licensors, and their 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 Service, by you or any person using your account and password; b) a breach of these Terms, c) Content posted on the Service; and if you a customer d) a breach of any data processing agreement executed between you and 320NY or breach of data protection laws.
This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation of 320NY at Customer's expense. Notwithstanding the foregoing sentence, (a) 320NY 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 320NY’s prior written consent, unless the settlement fully and unconditionally releases 320NY and does not require 320NY to pay any amount, take any action, or admit any liability.
In no event shall 320NY, nor its 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 Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; 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 320NY 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 320NY or its affiliates, shall not exceed, in the aggregate, the fees paid to 320NY in the six (6) month period immediately preceding the event giving rise to such claim. For avoidance of doubt, reference to the liability of 320NY shall mean 320NY’s aggregate liability and that of all 320NY affiliates under both the Terms and all data processing agreements between Customer affiliates and 320NY or 320NY affiliates).
Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is 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.
320NY its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
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.
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 Service, and supersede and replace any prior agreements we might have had between us regarding the Service.
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.
If you have any questions about these Terms, please contact us: [email protected].