This Agreement sets forth the Standard Terms and Conditions that apply to the use of the MemberstarTM Services. YOUR USE OF THE MEMBERSTARTM SERVICES INDICATES YOUR AGREEMENT TO BE BOUND BY THESE TERMS OF SERVICE. You agree to familiarize yourself with the Terms of Service, and abide by them if you choose to use the services to which such terms apply.
You agree to abide by all applicable local, state, national and international laws and regulations regarding your use of our service.
You represent and warrant that you are the person legally responsible for all use of this account, and are at least 18 years of age. If you are under 18 years of age, you must have parental consent in order to participate, and the account must be opened and maintained by a parent or legal guardian, in their name. You agree to provide Ruiz and Associates with your full legal name, postal address and telephone number for our records, and you have a continued obligation to keep this information current. You also agree that you are an authorized user of any credit card that you supply to us, and you understand and agree that we have an obligation to fully investigate any possible fraudulent credit card use.
CONTENTS OF MESSAGES
You are responsible for the contents of your messages and your website and the consequences thereof. You agree not to do anything that would restrict or inhibit any other user from using and enjoying the Internet. You further agree not to use MemberstarTM service or software to send any messages or material that are unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or may otherwise constitute a criminal offense, give rise to civil liability or otherwise objectionable material of any kind or nature or that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Ruiz and Associates reserves the right to terminate your MemberstarTM account without prior notice if it becomes aware of and determines, in its sole discretion, that you are violating any of the foregoing guidelines.
UNLAWFUL OR PROHIBITED USE
As a condition of your use of the MemberstarTM Software or service you warrant that you will not use the provided service or software for any unlawful purpose. If you are in violation of any prohibited uses Ruiz and Associates has the right to terminate your website immediately and there will be no refunds or any kind.
TERMS OF PAYMENT
You agree to pay Ruiz and Associate appropriate payment for the services received from MemberstarTM or Ruiz and Associates, in advance of the time period during which such services are provided. You agree to provide current billing and contact information and authorize Ruiz and Associates to bill all account and related charges to the credit card on file. You further agree that until and unless you notify Ruiz and Associates of your desire to cancel any or all services received, those services will be billed on a recurring basis. You agree that prepayments will be billed and charged automatically, that Ruiz and Associates may apply the amount due to the provided card at the agreed billing intervals, and will issue absolutely no refunds. If your credit card is denied for any reason on the first attempt, we will automatically attempt to resubmit such a card within five business days of the original attempt. Should the card be denied again, we may terminate the account, and the resubmission fees (up to $50.00) will need to be paid before the account can be reactivated. All files, within your MemberstarTM website account may be deleted on termination. You may notify us in advance of your next billing cycle your desire to provide for alternative payment arrangements. Ruiz and Associates reserves the right to change prices at any time.
There are no refunds.
Although all MemberstarTM websites are backed up daily, you are responsible for keeping a copy of their most current website files as backup on a remote system.
We also provide a way to easily download all your customer files, but it is your responsibility to download the information often. Ruiz and Associates and MemberstarTM is not responsible for any lost files, information, or data.
You may not initiate any of the following on the Ruiz and Associates or MemberstarTM servers:
- Any type of interactive real-time chat applications that require server resources without prior approval. These do not include applications such as HumanClick, as remotely hosted services are fully allowed.
- Any site with adult-oriented or gambling content, including but not limited to any pornographic, sexually explicit material or fetishes of any kind whether of a sexual nature or not. Ruiz and Associates is required by law, to notify law enforcement agencies when it becomes aware of the presence of child pornography on, or being transmitted through any MemberstarTM equipment or websites.
- Any adult or child modeling site.
- Any site who solicits or recruits members under 18 years old.
- Any site whose topic or subject matter (either with photographs and/or written materials) involving children under 18 years old.
If you have any question whether your topic violates our standards ask before you use our software or service! Ruiz and Associates will be the sole authority to determine which website topics are acceptable.
Ruiz and Associates has the right to terminate any website that violates our standards immediately. No refunds or any kind will be given.
Users are also required to abide by the following rules:
- Databases are only to be used for MemberstarTM or Ruiz and Associates-hosted websites, and no outside access will be granted.
You agree not to interfere with the operation of the system. You further agree not to interfere with the proper operation of other systems reachable through the Internet, including any attempt at unauthorized access. You agree to adhere to system policies as published by Ruiz and Associates or MemberstarTM, including restrictions on services available with each service type, restrictions on certain features, and all other policies. You agree to abide by any and all future policy decisions.
ZERO TOLERANCE SPAM POLICY
Ruiz and Associates takes a zero tolerance stance against sending of unsolicited e-mail, commonly known as spam. Any user who sends out spam will have their account terminated without notice, and will be billed at a rate of $10 for each recipient to whom the message was sent, regardless of whether the messages were sent from our server, or from another server advertising a site hosted on our servers. Ruiz and Associates reserves the right to require changes or disable as necessary any website, account, database, or other component that does not comply with this policy, at its sole discretion. Ruiz and Associates also reserves the right to make any such modifications in an emergency at our sole discretion.
MONITORING OF SERVICE
You agree that Ruiz and Associates has the right to monitor the service electronically from time to time and to disclose any information as necessary to satisfy the law, or to protect itself or its subscribers. Ruiz and Associates reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of this agreement. Ruiz and Associates also reserves the right to refuse refunds in cases where Ruiz and Associates believes abuse has taken place. Ruiz and Associates reserves the right to monitor any and all communications through or with our facilities. You agree that Ruiz and Associates t is not considered a "secure communications medium" for the purposes of the ECPA, and that no expectation of privacy is afforded.
SHARING OF ACCOUNT SPACE & RESALE RESTRICTIONS
You represent and warrant that the account you purchase is purchased either for yourself or on behalf of a client if you are a reseller. You agree that as a reseller, you are the individual solely responsible for all use of the account.
Ruiz and Associates offers customers the ability to create websites using proprietary software called MemberstarTM. All contents of the website and web design provided to you through the MemberstarTM software is yours to use as long as licensing fees are current. All customer information remains your property.
If you choose to use the MemberstarTM software to create your website, you acknowledge that Ruiz and Associates retains all rights to the web design provided to you through the Service. You cannot move a website created with MemberstarTM to another web host, however the complete site can be transferred to a stand alone version of MemberstarTM on an approved dedicated server if you obtain a license from Ruiz and Associates and pay the prevailing licensing fees.
Furthermore, if you do obtain the license from Ruiz and Associates it will be a non-exclusive non-transferable license in which you can only use the design with the single website it was originally purchased for.
All payments are non-refundable.
Ruiz and Associates may terminate this agreement and your access to any or all Ruiz and Associates related services at any time, with or without cause, effective immediately if any provisions of this agreement is broken by webmaster. Ruiz and Associates shall have no responsibility to notify any third-party providers of services, merchandise, or information, nor any responsibility for any consequences resulting from such discontinuance or lack of notification. Anyone determined by Ruiz and Associates to have violated these Terms of Service may be barred from receiving any services from Ruiz and Associates.
You may terminate this Agreement at any time by e-mailing the support department at Ruiz and Associates at firstname.lastname@example.org or call 707-251-5859 with your name, password and reason for canceling or you may cancel yourself by using the link found in the customer service web page. No refund shall be issued but all future automatic billing will be canceled.
If you cancel from the website, or by phone an automatic email will be sent to you as your proof of cancellation. If you cancel but do not receive this cancellation email, contact the webmaster at email@example.com or call 707-251-5859 immediately and the email will be sent to you. In the event of a dispute over whether you canceled before you a rebilling occurred, the date shown on your cancellation email will determine if you canceled be before the rebilling occurred. If you cannot produce the cancellation email and no record of it exists in the software database then you shall have no claims of cancellation and will not receive any refunds.
RELATIONSHIP OF THE PARTIES
Nothing contained in this Agreement shall be construed as creating any agency, legal representative, partnership, or other form of joint enterprise between the parties. Neither party shall have authority to contract for or bind the other in any manner whatsoever.
DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY
THE RUIZ AND ASSOCIATES SERVICE PROVIDED IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. RUIZ AND ASSOCIATES EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE RUIZ AND ASSOCIATES SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY RUIZ AND ASSOCIATES, ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL RUIZ AND ASSOCIATES, OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE RUIZ AND ASSOCIATES SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE RUIZ AND ASSOCIATES SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO RUIZ AND ASSOCIATES RECORDS, PROGRAMS OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER OR NOT RUIZ AND ASSOCIATES IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AVAILABLE FROM RUIZ AND ASSOCIATES AND ITS AFFILIATES.
UNDER NO CIRCUMSTANCES, UNDER THE TERMS OF THIS AGREEMENT, SHALL DAMAGES INCLUDE LOSS OF BUSINESS, OR LOSS OF PROFITS WHETHER BASED ON BREACH OF AGREEMENT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE.
THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.
COPYRIGHT AND TRADEMARKS
All the designs of the MemberstarTM Websites are proprietary to Ruiz and Associates, and/or its suppliers and are protected under Copyright. All rights are reserved. Ruiz and Associates reserves any rights not expressly granted herein.
If by reason of failures of telecommunications or internet service providers, labor disputes, riots, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions or other causes beyond the control of Ruiz and Associates, Ruiz and Associates is unable to perform in whole or in part its obligations as set forth in this Agreement, then Ruiz and Associates shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform shall not make Ruiz and Associates liable to the User.
Utah law shall govern this Agreement, and any dispute arising from the relationship between the parties to this Agreement, excluding any laws that direct the application of another jurisdiction's laws. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded its reasonable attorney fees, and cost and expenses incurred, subject to the Limitation of Liabilities clause. The parties consent to the exclusive jurisdiction and venue of the courts of the State of California or to any Federal Court located within the State of Utah.
Any legal controversy or legal claim arising out of or relating to this Agreement or our services shall be settled by binding arbitration before the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Bontiful, Utah, as the parties to this agreement agree to be governed by the laws of Utah. Either party may seek any interim or preliminary relief from a court of competent jurisdiction in Utah necessary to protect the rights or property of party pending the completion of arbitration. The prevailing party from arbitration shall be entitled to reasonable attorney's fees, which shall be set forth by the arbitrator(s). Judgment upon the award rendered may be entered in any court in the state of Utah with jurisdiction. The decision of the arbitrator shall be final and binding on the parties. The parties shall bear equally all fees, costs and expenses of the arbitration, and each party shall bear its own legal expenses, attorneys fees, and costs of all experts and witnesses, provided, however, the arbitration panel may apportion between the parties, as said arbitrator may deem equitable, the cost incurred by either party.
Should either party file an action contrary to this provision, the other party may recover attorneys' fees and costs up to one thousand ($1000) dollars.
If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
The terms of this Agreement apply to those obligations that survive any cancellation, termination, or rescission, namely - warranty, indemnification, liability and limits thereon, rights and obligations upon and following termination and assignment.
You agree to defend, indemnify and hold harmless Ruiz and Associates against any and all claims, losses, penalties, causes of action, damages, liability, costs, expenses (including but not limited to reasonable attorneys' fees) or claims caused by or resulting indirectly from your use of the service, without limitation or exception, including your violation of any third-party's rights, (including, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of your relationship with Ruiz and Associates.
You agree that your sole and exclusive remedy to any issues relating to the Ruiz and Associates Service is to discontinue using the Service.
In the event of a merger or consolidation of Ruiz and Associates, the surviving or new corporation and any subsidiaries are similarly subject to the rights and obligations of this Agreement.
Unless otherwise specified herein, this Agreement constitutes the complete and exclusive statement of the Agreement between the parties regarding the products and services provided hereunder, and supercedes any prior Agreements between the parties with respect thereto.
The failure of Ruiz and Associates to enforce a provision of this Agreement shall not be construed as a waiver or limitation of Ruiz and Associate's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
MODIFICATION OF TERMS
Ruiz and Associates reserves the right to modify this policy at any time and without advance notice, effective upon making the modified provisions available on the Ruiz and Associates Website. You are responsible for regularly reviewing these documents. Continued use of the Ruiz and Associates Services after any such changes shall constitute your consent to such changes. Ruiz and Associates does not and will not assume any obligation to notify you of any changes to the Terms of Service.