Terms of Service

Members-Systems Terms of Service

Members-Systems.com (the "Website") is a hosted service operated by Rumberti Ltd ("Rumberti"). Any use of the Website is subject to the following Terms and Conditions of Use ("Terms and Conditions"), as well as to the Members-Systems Privacy Policy , all of which are incorporated by reference into these Terms and Conditions. Your use of the Website constitutes your acceptance of these Terms and Conditions.

1. Your Members-Systems.com Account and Site. If you register an organisation account on the Website, then you are the owner of that account and all Content stored therein. Members-Systems.com and Rumberti will not disclose any of your Content unless required to do so by court order or other legal action. However, you are solely responsible for maintaining the security of your account and the organisation. You are also fully responsible for all activities that occur under the account and any other actions taken in connection with the organisation. You must immediately notify Rumberti of any unauthorized uses of your account or any other breaches of security.

2. Responsibility of Participants. If you participate in an organisation account on the Website, you are responsible for the Content of that account and any harm resulting from that Content, regardless of whether the Content in question constitutes text, graphics, an audio/visual file or computer software. By making Content available, you represent and warrant that:

the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
the Content is not spam, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing); and
the Content is not obscene or libelous, and does not violate the privacy or publicity rights of any third party.

For purposes of these Terms of Service (including this Section 2), to "participate in a organisation account" means to create an account, to access an account, to read or display any portion of an account, to comment on a project, to post any material (including links) to an account or, to use in any other way the Website in connection with an account.

For purposes of these Terms of Service (including this Section 2), "Content" is defined as any material posted to, downloaded from or otherwise made available by means of or any link to and from the Website.

3. Responsibility of Website Visitors. Each visitor to the Website is solely responsible for taking precautions as necessary to protect him(her)self and his (her) computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Rumberti has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and therefore cannot be responsible for that material’s content, use or effects. By operating the Website, Rumberti does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful.

4. Payment for Services. Except for the free (limited member account) Members-Systems account, all Members-Systems accounts are available for use and can be accessed if and only if payment in advance is received. Unless otherwise agreed in writing by Members-Systems , billing will be on an annual or monthly basis as determined by the licence and charged to the payment method furnished for that purpose. The actual amount billed will be based on the Members-Systems licence selected by the customer. Should the customer require a more extensive use of the Webite, a further licence to cover that use must be purchased.

5. Termination of Account. You may terminate your Members-Systems account at any time, provided however, that notice of such termination shall be made in writing to Members-Systems and all notices of termination are effective only at the end of the monthly or anuual billing cycle during which termination is given. No refunds will be made for sums previously paid – regardless of the timing of the termination. All account terminations are immediate. You are solely responsible to download, copy or otherwise preserve your information stored on the Website before terminating your Members-Systems account. The free, limited member account, will be terminated if no use is made of the account for a period of 90 days, or other such period as determined and notified by Members-Systems.

6. Trademarks. Members-Systems, Rumberti, Members-Systems.com, the Members-Systems.com logo, and all other trademarks, service marks, graphics and logos used in connection with Members-Systems.com, or the Website are trademarks or registered trademarks of Rumberti, Members-Systems or Members-Systems’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Members-Systems, Rumberti or third-party trademarks.

7. Removal of Content. At its sole discretion, Members-Systems may (but is not required to) remove Content from the Website that it deems

a violation of any Members-Systems policy, including these Terms of Service and the Privacy Policy
harmful or objectionable
threatening
libelous, defamatory or false
subject to copyright and/or trademark laws or protection
pornographic or obscene

8. Copyright Infringement. As Members-Systems asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Members-Systems.com violates your copyright, you are encouraged to notify Members-Systems. Members-Systemswill respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a participant who may infringe or repeatedly infringes the copyrights or other intellectual property rights of Members-Systemsor others, Members-Systemsmay, in its discretion, terminate or deny access to and use of the Website. In the case of such termination, Members-Systemswill have no obligation to provide a refund of any amounts previously paid to Members-Systems.

9. Content Posted on Other Websites. Members-Systems has not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Members-Systems.com links, and that link to Members-Systems.com. Members-Systems does not have any control over those non-Members-Systems websites and webpages, and is not responsible for their contents or their use. By linking to a non-Members-Systems website or webpage, Members-Systems does not represent or imply that it endorses such website or webpage. Each person is responsible for taking precautions as necessary to protect self and computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Members-Systems disclaims any responsibility for any harm resulting from use of non-Members-Systemswebsites and webpages.

10. Limitation of Warranties. Except as otherwise expressly stated, all content posted to or available from the Website is provided "as is", and Members-Systems.com, Members-Systems, Rumberti and its owners, suppliers and licensors make no representations or warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title or non-infringement of proprietary rights. You understand and agree that you download from, or otherwise obtain content or services through, the Website at your own discretion and at your own risk, and that Members-Systems.com, Members-Systems, Rumberti and its owners, suppliers and licensors will have no liability or responsibility for any damage to your computer system or data that results from the download or use of such content or services.

11. Limitation of Liability. Except as otherwise expressly stated, in no event will Members-Systems.com, Members-Systems, Rumberti and its owners, suppliers and licensors be liable to you or any other party for any direct, indirect, special, consequential or exemplary damages, regardless of the basis or nature of the claim, resulting from any use of the Website, or the contents thereof or of any hyperlinked website including without limitation any lost profits, business interruption, loss of data or otherwise, even if Members-Systems, its suppliers or its licensors were expressly advised of the possibility of such damages. In no event will the aggregate liability for any and all of your claims against Members-Systems.com, Members-Systems, Rumberti and its owners, suppliers and licensors arising out of or related to use of the Website, or the contents thereof or of any hyperlinked website exceed the amounts actually paid by you to Members-Systems during the 12-month period prior to the date a claim is made. You specifically agree that this Section 11 represents a reasonable allocation of risk between you and Members-Systems.com, Members-Systems, Rumberti and its owners, suppliers and licensors.

12. Miscellaneous Provisions.

Changes. The Website, including without limitation all content and features therein available and these Terms and Conditions, may be changed at the sole discretion of Members-Systems and without notice. You are bound by any such updates or changes, including but not limited to those affecting these Terms and Conditions. You agree to periodically review these Terms and Conditions.
Entire Agreement. These Terms and Conditions constitute the entire agreement between Members-Systems and you concerning the subject matter hereof, and can only be modified by a written amendment signed by an authorized executive of Members-Systems , or by the posting by Members-Systems of a revised version on the Website.
Indemnification. You agree to defend, indemnify and hold harmless Members-Systems.com, Members-Systems, Rumberti and its owners, suppliers and licensors from and against any and all claims and expenses, including legal fees, arising out of your use of the Website, including but not limited to out of your violation of any representation or warranty contained in these Terms and Conditions.
Applicable Law and Jurisdiction. Your use of this website, any downloaded material from it and the operation of these Terms and Conditions shall be governed by, construed and interpreted in accordance with the laws of England and Wales and you agree to submit to the non-exclusive jurisdiction of the English Courts. We reserve the right to bring proceedings in the Courts of the country of your residence. This website is owned and operated by Rumberti Ltd, whose registered office is at 4 High Street, Alton, GU34 1BU, England. Rumberti Ltd is registered in England: 7056117.
Waiver or Failure to Enforce. A waiver or failure to enforce by either party of any term or condition of these Terms and Conditions or any breach thereof will not waive such term or condition or any subsequent breach thereof.