Online Membership Agreement - Template, Sample Form Pro · US-law

ONLINE MEMBERSHIP AGREEMENT

This Online Membership Agreement (this "Agreement") is entered into and made effective as of ________ (the "Effective Date"), by and between the following parties:

________ (the "Organization"), a limited liability company organized and existing under the laws of the State of ________, having its principal place of business at the following address:

________
Website Address: ________
Email: ________

and

each current and future member of the Organization, and specifically the following member: ________ (the "Member"), the individual agreeing to the terms of this Agreement, having a residence at the following address:

________
Email: ________

The Organization and the Member may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Organization operates and maintains the following: an online community where like-minded individuals can gather and communicate, as more fully described below;

WHEREAS, the Member desires to join the Organization and acknowledges and agrees to be bound by the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

§ 1. MEMBERSHIP

This Agreement forms a legally binding contract between the Member and the Organization and governs the Member's access to and use of the Organization's website and any services thereon (collectively, the "Membership Services"). Hereinafter, "you" and any second- or third-person pronouns refer to the Member.

BY ACCESSING OR USING ANY OF THE MEMBERSHIP SERVICES AND BY SIGNING THIS AGREEMENT THROUGH PAPER OR ELECTRONIC MEANS, YOU AGREE TO BE BOUND BY AND ABIDE BY THIS AGREEMENT AND ANY AMENDMENTS HERETO. READ THIS AGREEMENT CAREFULLY BEFORE USING ANY OF THE MEMBERSHIP SERVICES, ESPECIALLY BECAUSE THIS AGREEMENT MAY AFFECT YOUR LEGAL RIGHTS, INCLUDING BY REQUIRING BINDING INDIVIDUAL ARBITRATION AND LIMITING YOUR RIGHT TO BRING A LAWSUIT OR PARTICIPATE IN A CLASS ACTION. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY CEASE USE OF ANY OF THE MEMBERSHIP SERVICES.

§ 2. ELECTRONIC SIGNATURES AND CONSENT

The Parties consent to conduct this transaction by electronic means. The Member agrees that electronic signatures, contracts, orders, and other records, and electronic delivery of notices, policies, and records of transactions, satisfy any legal requirement that such communications be in writing, in accordance with the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act, as adopted in the governing state. The Member's electronic signature or affirmative act of acceptance shall have the same force and effect as a handwritten signature.

§ 3. MEMBERSHIP SERVICES

The Membership Services specifically provided by the Organization are as follows:

________

§ 4. DISCLAIMERS

The Organization hereby expressly disclaims any and all responsibility for the actions, interactions, conduct, communications, or other relationships of any members arising through the Membership Services or otherwise. The Organization makes no warranties, representations, guarantees, or other promises or covenants with regard to any member or such member's conduct.

The Member hereby acknowledges and agrees that the Organization is not responsible or liable in any way for the Member's interactions with others and that the Member's actions and interactions are the Member's sole and exclusive responsibility.

§ 5. REGISTRATION

The Member may be required to register to use the Membership Services. The Member will select a unique identifier and password. The Member is responsible for ensuring the continued accuracy, security, and confidentiality of such information and for all activity occurring under the Member's account. The Member may also be asked to provide billing information, which will be subject to the same requirements of accuracy, security, and confidentiality. Providing false or inaccurate information, or using the Membership Services to further fraud or unlawful activity, constitutes grounds for immediate termination of this Agreement.

§ 6. PERMITTED USE

The Member agrees not to use the Membership Services for any unlawful purpose or any purpose prohibited under this Section. The Member agrees not to undertake any action that may damage the Organization in any way.

The Member further agrees not to use the Organization or the Membership Services:

(a) to harass, abuse, or threaten others or otherwise violate any person's legal rights;

(b) to violate any intellectual property rights of the Organization or any third party;

(c) to upload or otherwise disseminate any computer viruses or other software that may damage the property of another;

(d) to perpetrate any fraud;

(e) to engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;

(f) to publish or distribute any obscene or defamatory material;

(g) to publish or distribute any material that incites violence, hate, or discrimination toward any group; or

(h) to unlawfully gather information about others.

§ 7. FEES

The Member agrees to pay the Organization membership fees (the "Fees") upon execution of this Agreement and as the Organization may require thereafter. The Member will be shown the specific Fees applicable to the Membership Services at the time of execution and will pay such Fees through the Organization's online payment system. Fees are payable as described therein. Except as required by applicable law, all Fees are non-refundable.

§ 8. RELEASE

The Member hereby releases the Organization, as well as any of the Organization's affiliates, licensors, suppliers, subsidiaries, parents, officers, directors, employees, agents, and other legal representatives, from any claims, demands, damages, or other legal action that may arise from the Member's dispute with any other member. The Member expressly waives, to the fullest extent permitted by applicable law, any statutory provision that would otherwise preserve unknown claims.

§ 9. TERM AND TERMINATION

This Agreement shall continue in effect until terminated by either Party in accordance with this Section. In order for the Member to cancel, written notice must be provided to the Organization no fewer than the following number of days before the Member's next billing cycle: ________.

This Agreement may also be immediately terminated in the event of a breach of its terms by either Party. This Agreement will also immediately terminate upon the death of the Member, the inability of the Member to pay the Fees required, the liquidation, dissolution, or discontinuance of the Organization in any manner, or the filing of any petition by or against the Organization under federal or state bankruptcy or insolvency laws.

§ 10. LIMITED LICENSE

The Member acknowledges and agrees that the Organization's name, services, and any logos, designs, text, graphics, software, content, files, materials, and any other intellectual property contained therein, including without limitation any copyrights, patents, trademarks, and proprietary or other rights arising thereunder, are owned by the Organization or its affiliates, licensors, or suppliers.

The Member acknowledges and agrees that the source and object code of certain Membership Services, and the format, directories, queries, algorithms, structure, and organization thereof, are the intellectual property, proprietary information, and confidential information of the Organization and its affiliates, licensors, and suppliers.

The Member expressly agrees not to do anything inconsistent with the Organization's ownership of the intellectual property discussed herein. The Member further agrees that the Member has no right, title, or interest in or to any Membership Services except as stated in this Agreement. Except as expressly set forth herein, no right or license is conveyed to the Member by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or other proprietary right of the Organization or any third party.

For any Membership Services that enable the Member to use any software, content, equipment, or other physical or non-physical materials owned or licensed by the Organization, the Organization grants the Member a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the specific Membership Services, and any related software, content, equipment, or other materials, FOR PERSONAL, NON-COMMERCIAL USE ONLY.

§ 11. RESTRICTIONS

The Member is prohibited from selling, reselling, or making commercial use of the Membership Services unless the Member has an executed agreement with the Organization that expressly permits such activity.

§ 12. THIRD-PARTY SERVICES

Certain Membership Services may integrate with, be integrated into, or be provided in connection with third-party websites, services, content, and/or materials ("Third-Party Services"). The Organization does not control any Third-Party Services. The Organization makes no claim or representation regarding any Third-Party Services and accepts no responsibility for the quality, content, nature, or reliability of any Third-Party Services. There is no implied affiliation, endorsement, or adoption by the Organization of any Third-Party Services, and the Organization shall not be responsible for any content provided on or through any Third-Party Services.

§ 13. MEMBER REPRESENTATIONS AND CONSENTS

The Member represents and warrants that all information the Member has provided to the Organization and its representatives is accurate, current, and complete, without the omission of any requested information. The Member agrees that even if the Member has omitted any necessary personal information, whether knowingly or unknowingly, the Member will hold the Organization harmless against all liability for any damages that may occur to the Member or others as a result of the Member's actions or inactions. The Member agrees to notify the Organization of any changes, or upcoming changes, to the Member's personal information.

§ 14. ASSUMPTION OF RISK

The Member acknowledges and understands that participation in the Membership Services may involve risks. Such risks may result in tangible or intangible harm, and the Member agrees that such risks may arise not only from the Member's own actions but also from the actions of others. With knowledge and understanding of these risks, the Member chooses, of the Member's own free will and volition, to participate in the Membership Services.

§ 15. INDEMNIFICATION

The Member agrees to defend, indemnify, and hold harmless the Organization and any of its affiliates, officers, directors, employees, and agents against any and all legal claims and demands, including reasonable attorneys' fees and costs, that may arise from or relate to the Member's use or misuse of the Membership Services, the Member's breach of this Agreement, or the Member's conduct or actions. The Member agrees that the Organization may select its own legal counsel and may participate in its own defense, if it so desires.

§ 16. REPRESENTATION OF CAPACITY

The Member represents that the Member is at least eighteen (18) years of age and may lawfully consent to and enter into this Agreement.

§ 17. NO WARRANTIES

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§ 18. LIMITATION OF LIABILITY

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§ 19. SURVIVAL

Any provision of this Agreement that by its terms imposes continuing obligations on either Party shall survive termination of this Agreement.

§ 20. SEVERABILITY

If any part or subpart of this Agreement is held invalid or unenforceable by a court of competent jurisdiction or a competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent permitted by law, and the remainder of this Agreement shall continue in full force and effect.

§ 21. DISPUTE RESOLUTION; BINDING ARBITRATION

In the event of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If such personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration administered by ________ in accordance with its then-current rules. This Agreement and any arbitration hereunder shall be governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.). The arbitration shall be conducted in the county and state identified in the GOVERNING LAW provision of this Agreement, before a single arbitrator who shall have no authority to add parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the law of the State of ________. Each Party shall bear its own costs and fees, except as otherwise required by applicable law. Claims subject to arbitration under this Section include, but are not limited to, contract claims, tort claims, claims based on federal and state law, and claims based on local laws, ordinances, statutes, or regulations. Intellectual property claims by the Organization shall not be subject to arbitration and may, as an exception to this Section, be litigated. The Parties knowingly and voluntarily waive any right they may have to a jury trial with respect to any arbitrable claim.

Notwithstanding the foregoing, the Member may assert claims in small claims court if such claims qualify and remain in such court. Any arbitration shall be conducted on an individual basis only, and the Parties waive any right to pursue claims on a class, collective, or representative basis.

§ 22. GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the internal laws of the State of ________, without giving effect to any choice or conflict of law provision or rule. Each Party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the following county: ________.

§ 23. NOTICES

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement. All Notices shall be delivered by email, by personal delivery, by nationally recognized overnight courier (with all fees pre-paid), or by certified or registered mail (in each case, return receipt requested, postage pre-paid), or at such other address as a Party may designate to the other in writing. Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving Party has received the Notice and (b) the Party giving the Notice has complied with the requirements of this Section.

§ 24. AMENDMENTS

The Organization reserves the right to amend this Agreement from time to time. The Organization will provide notice of any material amendment, and the Member's continued use of the Membership Services after the effective date of such amendment constitutes acceptance of the amended terms.

§ 25. ENTIRE AGREEMENT; WAIVER

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings and agreements, whether written or oral. No waiver of any provision of this Agreement shall be effective unless in writing, and no failure or delay in exercising any right shall operate as a waiver thereof.

§ 26. ASSIGNMENT

The Member may not assign or transfer this Agreement, by operation of law or otherwise, without the Organization's prior written consent. The Organization may freely assign this Agreement. Any attempted assignment in violation of this Section shall be void.

§ 27. HEADINGS

Headings in this Agreement are for convenience only and shall not affect the provisions themselves or be construed in any way that would limit or otherwise affect the terms of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

________________________________________
Member Name: ________

________________________________________
Member Signature

Date: ________

________________________________________
Organization Name: ________

________________________________________
Organization Representative Name: ________

Title: ________

________________________________________
Organization Representative Signature

Date: ________