Partnership Plan Terms and Conditions
Effective Date: August 24, 2017

Thank you for visiting the Partnership Plan Terms and Conditions (the “Terms”) of Member Planet, LLC (“memberplanet”, sometimes referred to as “we”, “our” and “us”). Each user who partakes in one of our Partnership Plans (each such user, a “Partnership Plan User”) is governed by these Terms and any other agreement between memberplanet and Partnership Plan User, including, without limitation, a Partnership Plan Agreement (collectively, the “Additional Agreements”) and agrees to be legally bound by them.

1. Our Services

We have designed web-based and mobile technology platforms that facilitate, among other things, the production and organization of email campaigns, event registrations, group text messaging, group calendars, group photo albums and membership databases, and the collection of membership dues and donations (collectively, our “Services”). Partnership Plan User may browse through our website for further details about our Services.

2. Payment for Services

Partnership Plan User shall pay for our Services in accordance with these Terms and the Additional Agreements. Partnership Plan User shall pay for all pre-approved out-of-pocket costs and expenses incurred by us in performing the work and providing our Services. Interest at the rate of six percent (6%) per month shall accrue and be payable on any unpaid and overdue amount owed to us. If Partnership Plan User disputes any invoice or payment request from us, Partnership Plan User must notify us within fifteen (15) days from the date of the invoice or payment request of any such dispute. If no such notice is given to us within this period, Partnership Plan User agrees to accept such invoice or payment request as accurate and payable in-full, in accordance with its terms.

3. Ownership

We either own one hundred percent (100%) of the right, title, and interest in and to the tangible and intangible assets associated with our Services or have licensed such assets including, without limitation, all of the equipment, intellectual property, and properties associated with our Services and our affiliated web-based and mobile app technology platforms. None of the aforementioned assets or properties shall become the assets or property of Partnership Plan User. Rather, Partnership Plan User is merely subscribing to receive our Services.

4. License to Use Marks

Partnership Plan User and memberplanet may use the other’s trademarks, trade names, or logos (collectively, the “Marks”) in connection with (a) the performance or use of the Services, including, without limitation, the placement of the foregoing’s Marks on emails or letters to be sent from Partnership Plan User to its members via our Services, (b) sponsorships, newsletters, or annual conferences, or (c) marketing materials (collectively, the “Permitted Uses”). Any other use (outside of the Permitted Uses) requires prior written approval by Partnership Plan User or memberplanet (as applicable). If the Marks are to be used in conjunction with another party’s Marks, then the Marks shall be presented legibly and clearly separated from the other Marks so that each appears to be distinct from one another. The foregoing parties shall not be entitled to register the other’s Marks in any other part of the world and the foregoing parties shall remain the exclusive owner of any and all of their respective Marks or applications on a worldwide basis.

5. Licensing Fees.

Partnership Plan User acknowledges and agrees that memberplanet and all fees payable to memberplanet shall be exempt from any and all other licensing and/or royalty agreements.

6. Confidential Information

Partnership Plan User understands and acknowledges that Partnership Plan User may acquire information or materials from us and knowledge concerning or relating to our business, products, programming techniques, experimental work, customers, clients, and suppliers and that all such knowledge, information, and materials acquired are and will be our trade secrets and confidential, proprietary information (collectively, “Confidential Information”). Confidential Information will not include, however, any information (a) which is or becomes part of the public domain through no fault of Partnership Plan User, (b) that we regularly give to third parties without restriction on use or disclosure, or (c) discovered by Partnership Plan User through independent investigation or other independent means. Partnership Plan User agrees to hold such Confidential Information in strict confidence, not to disclose it to others (except (i) as required by law and after providing advance written notice of such required disclosure to us, or (ii) to Partnership Plan User’s affiliates, advisors, or representatives) or use, disclose, sell, license, publish, reproduce, or otherwise make available the Confidential Information, commercially or otherwise, except pursuant to these Terms or the Additional Agreements, and not to allow any unauthorized person access to it.

7. Our Services to Others

We are engaged in the business of, among other things, providing our Services to a variety of users, and nothing in these Terms or the Additional Agreements shall prevent us from using our and our personnels’ skills in pursuing such business with, or providing such Services to, any other user on any other terms.

8. Covenant Not to Use Trade Secret Information Nor to Solicit Our Employees

Partnership Plan User acknowledges, understands, and agrees that the sale, unauthorized use, and/or disclosure of our trade secrets would constitute unfair competition. Accordingly, Partnership Plan User covenants and agrees that while under contract and upon, and at all times subsequent to, termination of our engagement by Partnership Plan User, Partnership Plan User shall not, directly or indirectly, either acting on its own behalf or for the benefit of any other business, person, or entity, use our trade secrets or otherwise disclose to any person, firm, or entity our trade secrets. Partnership Plan User shall not, either directly or through its agent, use or disclose our trade secrets to call on, solicit, or take away any customers or employees from us, or attempt to call on, solicit, or take away any customers or employees from us, with the intent to perform services that are the same as or similar to the Services rendered to Partnership Plan User by us.

9. Termination

We may terminate these Terms or the Additional Agreements (or suspend our Services) at any time with or without “Cause” (as defined herein). “Cause” shall mean Partnership Plan User’s failure to comply with any of the material provisions of these Terms or the Additional Agreements. If Partnership Plan User terminates these Terms or the Additional Agreements without “Good Reason” (as defined herein) at any time during the then current term, the Services fees shall be non-refundable and Partnership Plan User will still be obligated to immediately pay the full amount of any Accrued Amounts to us. “Good Reason” shall mean: we shall have intentionally and continually failed to substantially perform all of our material obligations under these Terms or the Additional Agreements due to no act or omission by Partnership Plan User, which failure has continued for a period of at least thirty (30) days after a written notice of demand for substantial performance, signed by a duly authorized member of Partnership Plan User, has been delivered to us specifying the manner in which we have failed substantially to perform; or we intentionally engaged in misconduct or perpetrated a fraud which is demonstrably and materially injurious to Partnership Plan User.

If we terminate these Terms or the Additional Agreements without “Cause” or the Partnership Plan User terminates these Terms or the Additional Agreements with “Good Reason” before the expiration of the then current term, then Partnership Plan User shall be entitled to a pro-rata refund for any monies advanced prior to the termination minus payment for those Services already performed and costs already incurred; provided, however, that in no event shall such offset be greater than the amount of the startup fees and costs plus the amount of all outstanding invoices and all unbilled but accrued fees, expenses, and other sums relating to the Services already rendered hereunder plus the full amount of any payments attributable to software and other materials already furnished by us to Partnership Plan User for which costs have been or will be incurred by us prior to such termination (collectively, the aforementioned amounts shall be referred to as the “Accrued Amounts”.

10. Force Majeure

We shall not be liable to Partnership Plan User for any failure or delay caused by events beyond our control, including, without limitation, Partnership Plan User’s failure to furnish necessary information; acts of God; sabotage; failure or delays in transportation or communication; failures or substitutions of equipment; labor disputes; accidents; shortages of labor, fuel, raw materials or equipment; or technical failures.

11. Taxes

In addition to any payments due to us from Partnership Plan User under these Terms or the Additional Agreements, Partnership Plan User is responsible for the payment when due, and immediately upon request for reimbursement, of all domestic and foreign, federal, state, local, municipal, or other excise, sales, use, value-added, import or export, property, and other taxes, tariffs, or duties (other than taxes based upon our net income), however designated, which are levied or based upon these Terms or the Additional Agreements or products or services acquired by Partnership Plan User thereunder, as well as any costs associated with the collection or withholding of such taxes or duties. If a resale certificate or other certificate or document of exemption is required to exempt the transactions described in these Terms or the Additional Agreements from sales or use tax liability, Partnership Plan User will furnish us with such certificate or document prior to shipment or distribution.

12. Indemnification

Partnership Plan User agrees to promptly and completely indemnify, defend, and hold harmless us, our owners, suppliers, distributors, partners, licensors, advertisers, sponsors, officers, directors, employees, consultants, agents, attorneys, affiliates, and representatives from any claim, liability, loss, damage, cost, or expense (including, without limitation, all costs of defense, including reasonable attorneys’ fees, court costs, the costs of investigation and any appeal and damages) arising out of or in any way related to: (a) Partnership Plan User’s or Partnership Plan User’s end users (collectively, “End Users”) use of our Services or any actions taken by Partnership Plan User or End Users in connection with the Services; (b) Submissions (as defined in our Terms of Use) by Partnership Plan User or End Users submitted, posted to, or transmitted through our Services; (c) any act, omission, negligence, willful misconduct, or fraud by Partnership Plan User or End Users in connection with our Services or otherwise; or (d) any violation by Partnership Plan User or End Users of any third party's rights or a violation of law or regulation while using our Services or otherwise, or any breach by Partnership Plan User or End Users of these Terms or the Additional Agreements. Such indemnification shall not be construed to limit or exclude any other claims or remedies that we may assert under these Terms or the Additional Agreements, by law or in equity, all of which are hereby expressly reserved.

13. Miscellaneous

The Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to any principles of conflicts of law. Partnership Plan User agrees that all mediations, arbitrations, actions, or proceedings relating to the Terms shall take place in accordance with our Terms of Use. The Partnership Plan User and memberplanet are independent contractors to one another, and nothing in the Terms or the Additional Agreements shall create an agency, partnership, or joint venture between the Partnership Plan User and memberplanet, or establish the relationship of employer and employee. All notices must be in writing and will be considered delivered if sent via email to Partnership Plan User’s email address or (as applicable, and deemed given one (1) calendar day after sending), or by overnight mail delivery services or hand delivery to the physical address set forth on any Additional Agreement (deemed given upon receipt). The Terms, the Additional Agreement(s), the Privacy Policy, and the Terms of Use constitute the final, complete, and exclusive statement of the terms of the agreement between the Partnership Plan User and memberplanet pertaining to the subject matter thereof and supersedes all prior and contemporaneous understandings or agreements of the parties thereto with regards to such subject matter. If any provision of the Terms or an Additional Agreement is determined to be invalid or unenforceable, the remaining provisions shall be unaffected and shall be enforced to the fullest extent permissible under applicable law. No amendment or waiver of any provision of the Terms or an Additional Agreement (except for any amendment made by us in the Privacy Policy or Terms of Use in accordance with the terms therein) shall be effective, unless it is in writing and signed by the parties thereto, and then such waiver or consent shall be effective only in the specific instance for which given. The failure of any party to insist upon performance of any of these terms or the terms of an Additional Agreement shall not be construed as a waiver of any rights granted hereunder or thereunder or any such term, covenant, or condition. The Terms and the Additional Agreements shall bind and inure to the benefit of the parties thereto and their respective permitted successors and assigns. The Terms and the Additional Agreements are not assignable by Partnership Plan User without our prior written consent. Partnership Plan User acknowledges and agrees that we and any of our subsequent assignees may freely assign the Terms and the Additional Agreements, in whole or in part, to any person or entity, and the same shall be binding upon Partnership Plan User and shall inure to the benefit of any such assignee. Any term that should reasonably be construed as surviving the termination of the Terms or the Additional Agreement(s), including, without limitation, rights to fees, shall survive termination.