Online Membership Agreement
This Online Membership Agreement, hereinafter referred to as
"Agreement," is entered into and made effective as of January 1st,
2019 by and between the following parties:
MilaStore LLC ("Organization"), a limited
liability company, organized under the laws of the state of Delaware, having
its principal place of business at the following address:
622 W FOSTER AVE, STATE COLLEGE, PA,
16801-3933
Website Address: www.milastorellc.com
Email: info@milastorellc.com
and
all current and future members of the Organization,
specifically here the following member: Person who signs up from the web site
("Member"), the current individual agreeing to the terms of this
Agreement, having a residence at the following address:
Address of Person who signs up from the
web site
Email: Email address of Person who signs up from the web site
Organization and Member may be referred to individually as
"Party" and collectively as the "Parties."
RECITALS:
WHEREAS, Organization is
designed for the following purpose, elaborated on more fully below: an online
community where like-minded individuals can gather and communicate;
WHEREAS, Member would like to
join Organization and acknowledges and agrees to be bound by the terms and
conditions listed herein;
NOW, therefore, in
consideration of the promises and covenants contained herein, as well as other
good and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged), the Parties do agree as follows:
Article 1 - MEMBERSHIP:
This Agreement forms a legally binding agreement between
Member and Organization and governs the Member's access and use of the
Organization's website and any services thereon (collectively the
"Membership Services"). Hereinafter "you" or any
third-party pronouns will refer to 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
AND ABIDE BY THIS AGREEMENT AND ANY AMENDMENTS THERETO. READ THIS AGREEMENT
CAREFULLY BEFORE USING ANY OF THE MEMBERSHIP SERVICES, ESPECIALLY SINCE THIS
AGREEMENT MAY AFFECT YOUR LEGAL RIGHTS, SUCH AS REQUIRING BINDING INDIVIDUAL
ARBITRATION, AND LIMITING YOUR RIGHT TO BRING A LAWSUIT OR CLASS ACTION. IF YOU
DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY CEASE USE OF ANY OF THE
MEMBERSHIP SERVICES.
Article 2 - MEMBERSHIP SERVICES:
The Membership Services specifically provided by
Organization are as follows:
Reaching to all features of this web site.
Article 3 - DISCLAIMERS:
Organization hereby expressly disclaims any and all
responsibility for the actions, interactions, conduct, communications or other
relationships of any Members through the Membership Services or otherwise.
Organization makes no warranties, representations, guarantees, or other
promises or covenants with regard to any Member or their conduct.
Member hereby acknowledges and agrees that Organization is
not responsible or liable in any way for Member's interactions with others and that
Member's actions and interactions are Member's sole and exclusive
responsibility.
Article 4 - REGISTRATION:
Member may be asked to register to use the Membership
Services. Member will choose a unique identifier and password. Member is
responsible for ensuring the continued accuracy, security, and confidentiality
of this information. 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 further fraud or unlawful activity is grounds for immediate
termination of this Agreement.
Article 5 - USE:
Member agrees not to use the Membership Services for any
unlawful purpose or any purpose prohibited under this clause. Member agrees not
to undertake any action which may damage the Organization in any way.
Member further agrees not to use the Organization or
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 towards any group;
h) To unlawfully gather information about
others.
Article 6 - FEES:
Member agrees to pay Organization membership fees
("Fees") at the execution of this Agreement and as the Organization
requires thereafter. Member will be shown the specific Fees applicable to the
Membership Services at the time of execution and will pay such Fees through
Organization's online payment system. Fees are payable as described therein.
Article 7 - RELEASE:
Member hereby releases Organization, as well as any of
Organizations affiliates, licensors, suppliers, subsidiaries, parents or other
legal representatives, from any claims, demands, damages or other legal action
which may arise from Member's dispute with any other Member.
Article 8 - TERMINATION:
This Membership Agreement shall continue until terminated
by either Party. In order for Member to cancel, a written notice must be
provided to Organization, the following amount of days before Member's
following billing cycle: 30.
This Agreement may also be immediately terminated in the
event that there is a breach of the terms of this Agreement 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 by the Organization in any
manner, or the filing of any petition by or against the Organization under
federal or state bankruptcy or insolvency laws.
Article 9 - LIMITED LICENSE:
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 rights contained therein,
including without limitation, any copyrights, patents, trademarks, proprietary
or other rights arising thereof, are owned by the Organization or its
affiliates, licensors, or suppliers.
Member acknowledges and agrees that the source and object
code of certain Membership Services and the format, directories, queries,
algorithms, structure, and organization of the same are the intellectual
property, proprietary, and confidential information of Organization and its
affiliates, licensors, and suppliers.
Member expressly agrees not to do anything inconsistent
with Organization's ownership of all of the intellectual property discussed
herein. Member further agrees that there are no rights, title, or interest in
or to any Membership Services, except as stated in this Agreement. In addition,
except as expressly set forth in this Agreement, Member is not conveyed any
right or license by implication, estoppel, or otherwise in or under any patent,
trademark, copyright, or other proprietary rights of Organization or any third
party.
For any Membership Services which enable Member to use any
software, content, equipment or other physical or non physical materials owned
or licensed by Organization, Organization grants 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.
Article 10 - RESTRICTIONS:
Member is prohibited from selling, reselling, or making
commercial use of the Membership Services, unless Member has specifically an
executed agreement with Organization that expressly allows for such activity.
Article 11 - THIRD-PARTY SERVICES:
Certain Memberships Services may integrate, be integrated
into, or be provided in connection with third-party websites, services,
content, and/or materials ("Third-Party Services"). Organization does
not control any Third-Party Services. The organization makes no claim or
representation regarding the third-party services and accepts no responsibility
for the quality, content, nature, or reliability of Third-Party Services. There
is no implied affiliation, endorsement, or adoption by the Organization of
these Third-Party Services and Organization shall not be responsible for any
content provided on or through these Third-Party Services.
Article 12 - MEMBER CONSENTS:
Member agrees and verifies that all of the information they
have given the Organization and its representatives is accurate, up to date,
and without the omission of any requested information. Member agrees and
verifies that even if they have omitted any necessary personal information,
whether knowingly or unknowingly, they will hold the Organization harmless
against all liability for any damages that may occur to Member or others
because of Member's actions or inactions. Member agrees to notify the
Organization Membership Group of any changes or upcoming changes concerning
their personal information.
Article 13 - ASSUMPTION OF RISK:
Member agrees and understands that their participation in
the Membership Services may involve risks. These risks may lead to tangible or
intangible harm, and Member agrees that these risks may result not only from
their own actions but also from the actions of others. With the knowledge and
understanding of these risks, Member chooses, of their own will and volition,
to continue participating in the Membership Services.
Article 14 - INDEMNIFICATION:
Member agrees to defend and indemnify Organization and any
of its affiliates (if applicable) and hold them harmless against any and all
legal claims and demands, including reasonable attorney's fees, which may arise
from or relate to Member's use or misuse of the activities, Member's breach of
this Agreement, or Member's conduct or actions. Member agrees that Organization
shall be able to select its own legal counsel and may participate in its own
defense, if so desired.
Article 15 - REPRESENTATION:
Member agrees that they are over 18 (eighteen) years of age
and may legally consent to and enter into this Agreement.
Article 16 - ENTIRE AGREEMENT:
This Agreement constitutes the entire understanding between
the Member and the Organization with respect to any and all use of the
Membership Services. This Agreement supersedes and replaces all prior or
contemporaneous agreements or understandings, written or oral, regarding the
Parties' relationship.
Article 17 - COUNTERPARTS:
This Agreement may be executed in counterparts, all of
which shall constitute a single agreement. The Agreement shall be effective as
of the date set forth above.
Article 18 - SURVIVAL:
Any provision of this Agreement which by its terms imposes
continuing obligations on either of the parties shall survive termination of
this Agreement.
Article 19 - SEVERABILITY:
If any part or subpart of this Agreement is held invalid or
unenforceable by a court of law or competent arbitrator, the remaining parts
and subparts will be enforced to the maximum extent possible. In such
condition, the remainder of this Agreement shall continue in full force.
Article 20 - DISPUTE RESOLUTION:
In case 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 these personal resolution attempts
fail, the Parties shall then submit the dispute to binding arbitration. The
arbitration shall be conducted in the county and state noted in the GOVERNING
LAW provision of this Agreement. The arbitration shall be conducted by a single
arbitrator, and such arbitrator 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 Delaware. Each Party shall pay their own costs and fees. Claims
necessitating 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 will not be subject to arbitration and may, as an
exception to this subpart, be litigated. The Parties, in agreement with this
subpart of this Agreement, waive any rights they may have to a jury trial in
regard to arbitral claims.
Article 21 - GOVERNING LAW:
This Agreement shall be governed by and construed in
accordance with the internal laws of Delaware 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: Middletown.
Article 22 - 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 or at the
address which the parties may designate to each other, personal delivery,
nationally recognized overnight courier (with all fees pre-paid), or certified
or registered mail (in each case, return receipt requested, postage pre-paid).
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.
Article 23 - HEADINGS:
Headings to this Agreement are for convenience only.
Headings shall in no way affect the provisions themselves and shall not be
construed in any way that would limit or otherwise affect the terms of this
Agreement.
IN WITNESS WHEREOF, the Parties execute the Agreement as follows:
________________________________________
Member Name
________________________________________
Member Signature
________________________________________
Organization Name
________________________________________
Organization Representative Name
________________________________________
Organization Representative Signature
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