Terms and conditions

Effective: April 20, 2025

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THESE TERMS AND CONDITIONS ("AGREEMENT") CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND MEMBERUP, INC.

SECTION 16 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, SECTION 16 SETS FORTH OUR ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE SEE SECTION 16 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.

1. Purpose

MemberUp, Inc. ("MemberUp," "we," "us," or "our") provides a platform that enables individuals and organizations to host communities and distribute educational content, digital products, and programs (the "Services"). By visiting, accessing, registering for, or using the Services in any manner, you agree to be bound by this Agreement. The effectiveness of the Services depends on all users ("you," "your," or "Users") complying with these Terms. While we actively enforce this Agreement, we cannot guarantee that all Users will comply, and we do not accept responsibility for their conduct or failure to do so.

2. Eligibility

By accessing or using the Services in any way, clicking a button, or taking any similar action to signify your acceptance of this Agreement, you hereby represent and warrant that:

You have read, understand, and agree to be bound by this Agreement and any future amendments published through the Services;
You are at least 13 years of age;
You have the authority to enter into this Agreement personally or on behalf of an entity; and
You will comply with all applicable laws, including those of the jurisdiction in which you are located.

3. Access

Access.

By entering into this Agreement, you will be granted a revocable license to access the Services. Your access privileges, however, are conditioned on your adherence to the terms of this Agreement. We reserve the right to temporarily deny you access to the Services or permanently terminate your access privileges at any time if, in our sole discretion, you have failed to abide by the terms of this Agreement or appear to us likely to do so. By agreeing to grant you access, we do not obligate ourselves to do so or to maintain the Services, or to maintain it in its present form, and we expressly reserve the right to modify, suspend, or terminate your access privileges.

Prohibited Uses.

For members of a community ("Members"):

You understand, acknowledge, and agree that any access or use of the Services shall be for your personal, non-commercial use only, and that you will not commercially exploit any portion of the Services.

For community administrators and content creators ("Admins"):

You understand, acknowledge, and agree that any access or use of the Services shall be solely on behalf of you or your organization, and that you have all authorizations and rights necessary to use any portion of the Services on behalf of your organization.

Privileges Nontransferable.

Your access privileges may not be transferred or assigned to any third parties.

Passwords and Security.

You agree not to disclose your password to anyone and to notify us immediately if there has been any unauthorized use of your account or breach of security that may impact the Services.

4. Acceptable Use Policy

By using the Services, you agree that:

You will only use the Services for lawful purposes and will not engage in deceptive, abusive, or fraudulent conduct. You will not upload, transmit, or store any material that is unlawful, harmful, or violates any applicable law.
You will not use the Services in any way that causes disruption, annoyance, or harm to other users or to MemberUp.
You will not use the Services or any content available through the Services for unsolicited commercial purposes, including but not limited to advertising, promotion, or solicitation.
You will not violate the privacy, publicity, or data protection rights of others.
You will not copy, scrape, reproduce, or distribute any portion of the Services without prior written consent.
You will not create or compile, directly or indirectly, any collection or database from any content accessed through the Services, except for personal, non-commercial use.
You confirm that any information you provide to us is truthful, current, and complete.
You will not overload, damage, interfere with, or disrupt the integrity or performance of the Services or MemberUp's servers or networks.
You will not attempt to gain unauthorized access to any portion of the Services, accounts, systems, or networks.
You will not use any automated system—including bots, crawlers, or scrapers—to access, extract, or monitor any part of the Services without express permission.
You will report any bugs, vulnerabilities, misuse, or violations of intellectual property you encounter during use of the Services.
You will not impersonate others, misrepresent your affiliation, or create multiple accounts for abuse.
Your User Content must not solicit or target individuals under 18, contain material that is sexually or violently exploitative of minors, or violate any child protection laws.
Your User Content must not violate laws regulating electronic advertising or unsolicited communications.
Your User Content must not include excessive file sizes or formats that impair Service performance, as determined solely by MemberUp.
You represent and warrant that your User Content does not infringe the rights of any third party, including but not limited to copyright, trademark, patent, or trade secrets.
You affirm that you have obtained and complied with any necessary third-party licenses related to your User Content and passed through all required terms to end users.

5. Information on Our Services

While MemberUp strives to provide accurate, complete, and up-to-date information through the Services, we do not warrant or guarantee the accuracy, adequacy, timeliness, reliability, or suitability of any content provided. All content and materials are offered "as is," and your reliance on them is solely at your own risk. We expressly disclaim any liability for errors, omissions, or inaccuracies in the Services. Any references or links to third-party websites, contacts, or resources are provided for convenience only and do not constitute an endorsement, approval, sponsorship, or affiliation unless explicitly stated.

6. Payment Terms for Community Admins

On-Time Payment.

By becoming an Admin and accessing paid features of the Services, you authorize MemberUp to charge your designated payment method in advance for all applicable subscription fees and other related charges ("Subscription Fees"). These fees apply to each term of your selected subscription, including renewals, and cover all Services you have registered for. MemberUp may revise Subscription Fees with thirty (30) days' advance written notice sent to the email associated with your account. Subscription Fees are non-refundable and will continue to accrue on the first day of each billing period, regardless of actual usage, until canceled in accordance with these Terms.

Delinquent Accounts.

You agree to pay all fees on time and to provide any necessary payment authorizations when requested. MemberUp reserves the right to suspend or terminate your access to the Services without notice if payment is not received in full or is declined. Access may also be suspended if your payment method expires or fails for any reason. All fees are due in U.S. Dollars and you are responsible for any applicable taxes or additional costs incurred through your use of the Services.

Payment Methods.

By submitting payment details to access any subscription or paid feature on the Services, Admin agrees to MemberUp's Privacy Policy and authorizes MemberUp to transmit the necessary personal and payment information to a third-party payment processor, such as Stripe, Inc., for the purpose of securely processing transactions. In such cases, the third-party payment processor's terms and conditions apply. Please review these third-party terms and conditions before completing payment.

Subscription Term & Automatic Renewal.

Subscriptions are offered on a monthly or annual basis unless otherwise specified by MemberUp. Additional Services and billing structures may be introduced or modified at MemberUp's sole discretion. Subscription Fees begin accruing on the date the Admin's paid Subscription becomes active. MemberUp may periodically update available subscription terms and pricing, which will be posted on the Site. By completing the online registration process, Admin agrees to a subscription term (e.g., monthly or annual) as selected during sign-up. This subscription will automatically renew for successive terms of the same duration, unless canceled by either Admin or MemberUp in accordance with these Terms. Access to the Site, Services, and Content is conditioned upon Admin's full compliance with these Terms and timely payment of all applicable fees.

Cancellation.

Either MemberUp or Admin may cancel the Admin's Subscription at any time and for any reason, unless otherwise specified in a promotional or limited-time offer. Upon cancellation, all fees owed to MemberUp through the end of the current billing term remain due and payable. No refunds or credits will be issued for partial billing periods unless explicitly stated in writing by MemberUp.

Cancellation will not affect Admin's access until the end of the paid billing cycle, after which access will be restricted. At that point, Admin's group will be archived, existing content will remain available in read-only mode, and no further content uploads or changes will be permitted.

Cancellation may be completed by:

Logging into the Admin's MemberUp account, navigating to "Settings," selecting "Billing," and clicking "Cancel Subscription";
Emailing a cancellation request to support@memberup.com.

If MemberUp determines, in its sole discretion, that Admin has breached any provision of these Terms, MemberUp may immediately terminate the Admin's Subscription and Services without refund or further obligation. All fees due up to the time of such termination will remain payable. This termination does not limit MemberUp's right to pursue claims or remedies under contract, tort, or any applicable legal theory, including but not limited to monetary damages, injunctive relief, recovery of attorney's fees, and litigation costs.

Account Discrepancies.

Admin may contact MemberUp by email at support@memberup.com regarding any charges or questions related to the status of their account. If the issue is not resolved to Admin's satisfaction within fifteen (15) business days of initial contact, Admin may escalate the matter by sending a written request for further review to the same email address.

Notwithstanding the foregoing, Admin may not dispute any charge or account-related billing issue more than ninety (90) days after the charge in question was incurred or reasonably should have been discovered. Except as otherwise required by law, any claims or complaints made after this ninety (90) day period are waived.

Admin/Member Transactions.

This section governs the terms applicable to any transactions between Admins and Members ("Admin/Member Transactions"):

The Transaction Terms between Admins and Members define the terms and conditions that apply to any engagement or transaction between a Member and an Admin.
Third-party payment processor terms, such as Stripe's US Services Agreement and Connected Account Agreement, apply to Admin/Member Transactions and may be modified at the discretion of the payment provider.
MemberUp is not a party to any Admin/Member Transaction. All such transactions are strictly between the Admin and the Member, governed by the Transaction Terms they agree to directly. MemberUp solely provides the platform that enables Admins to offer services and manage their Member relationships. We assume no responsibility for any aspect of the Admin/Member Transaction or any disputes arising from it.
Upon receiving confirmation from MemberUp—whether via your Admin dashboard or through email—that a transaction is complete, Admin is required to fulfill the associated obligation (e.g., granting Member access to the community or delivering services as promised).

Payouts to Admins.

All payments made by Members to access an Admin's community ("Member Payments") are processed through a third-party payment provider designated by MemberUp.
Admin earnings ("Admin Earnings") from Member Payments will be reflected in your account within a commercially reasonable timeframe. Admin Earnings become eligible for withdrawal only after they are posted to your MemberUp account.
Withdrawals may only be initiated once the Admin's available balance meets or exceeds the stated minimum payout threshold.
The "current balance" shown in your account reflects your Admin Earnings at that time. All payouts are made in U.S. Dollars (USD). Currency conversion fees, international wire charges, or other transfer costs assessed by your financial institution are your sole responsibility.
If a Member initiates a successful chargeback or refund with their payment provider, MemberUp reserves the right to deduct the equivalent amount from your account. This includes any Admin Earnings previously credited from the disputed payment.
MemberUp does not store or control any payout-related data, except where necessary for direct bank transfers. All other data is handled by your selected third-party payout provider in accordance with their policies. MemberUp is not responsible for delays, errors, or failed transfers caused by third-party payment processors or financial institutions. We reserve the right to offset Admin Earnings against any amounts owed to us by the Admin, including chargebacks, refunds, legal obligations, or damages arising from a breach of these Terms.

Circumstances in Which We May Withhold Admin Earnings.

If we reasonably believe that you have materially or repeatedly breached this Agreement;
If you attempt or threaten to breach this Agreement in a manner that poses, or could pose, material risk or harm to MemberUp, our users, or third parties;
If we suspect that any portion of the Admin Earnings arises from fraudulent, unlawful, or suspicious activity—whether initiated by you or by a Member whose payment triggered the earnings.

We may withhold such funds for as long as is necessary to investigate any actual, threatened, or suspected breach or activity. If we determine that you have, in fact:

Breached or threatened to breach this Agreement;
Created or contributed to actual or potential harm to MemberUp or others;
Received earnings from fraudulent or illegal activity,

we may permanently withhold and retain those Admin Earnings and notify you of forfeiture.

We may also withhold any Admin Earnings if we receive notice that such earnings have been pledged, encumbered, assigned, or are otherwise subject to a lien. We are under no obligation to release withheld funds to third-party claimants and will not disburse funds until any such liens or claims are resolved to our satisfaction.

MemberUp bears no liability to you for withholding or forfeiting Admin Earnings where we have the legal or contractual right to do so.

If a portion of your Admin Earnings is withheld for reasons unrelated to a suspected breach or fraud, and we determine that such portion is not impacted, we may—at our sole discretion—release those unaffected funds. However, if we determine that your conduct may have caused or may cause us financial harm, we reserve the right to withhold all unpaid Admin Earnings and offset them against any actual or anticipated losses.

7. User Submissions and Content

We may offer features within the Services that allow you to submit, upload, or otherwise share content ("User Content"). You represent and warrant that you either own or have the lawful right to provide all User Content you transmit through the Services.

By submitting User Content, you grant MemberUp a perpetual, irrevocable, worldwide, non-exclusive, transferable, fully paid, royalty-free, and fully sublicensable license to use, copy, reproduce, modify, display, perform (publicly or otherwise), publish, distribute, translate, adapt, remove, and create derivative works from such User Content in connection with our business operations—across all media and formats now known or developed in the future—without notice to you or further approval, unless required by applicable law.

Feedback.

Any feedback, ideas, suggestions, or proposals you submit to MemberUp ("Feedback") is provided voluntarily and at your own risk. We assume no obligations of confidentiality or compensation with respect to any Feedback, unless explicitly agreed in writing. You represent and warrant that you hold all necessary rights to provide such Feedback and, by submitting it, grant MemberUp a perpetual, irrevocable, worldwide, non-exclusive, transferable, fully paid, royalty-free, and fully sublicensable license to use, copy, display, modify, remove, publish, distribute, translate, publicly perform, and create derivative works based on such Feedback, in whole or in part, as permitted by law.

8. Good Samaritan Content Policy & Complaint Procedures

a. Policy.

MemberUp maintains a zero-tolerance stance toward any content that infringes intellectual property rights or violates U.S. law, including—but not limited to—material that is obscene, defamatory, harassing, racist, sexist, or otherwise unlawful or objectionable. While we are not obligated to monitor or remove such content, we will, in good faith, take reasonable action to restrict or remove it when appropriate. This section does not impose a legal duty or create any enforceable obligation on MemberUp or its operators.

b. Complaint Procedures.

If you believe content posted on the Services violates U.S. law or infringes intellectual property or other protected rights—or is otherwise unlawful, harassing, defamatory, obscene, or objectionable—you must report it to us directly by emailing: support@memberup.com. Use of this email is required to ensure proper routing of the complaint.

c. Complaint Requirements.

A clear description of the right allegedly violated (including any registration numbers);
The facts supporting your claim and the exact location of the content at issue;
Any known justification or defense that may apply (e.g., fair use);
The identity of the person(s) responsible for the content, if known.

d. Indemnification / Waiver of Certain Rights.

By submitting a complaint, you confirm—under penalty of perjury under the laws of the State of Florida—that your statements are true and accurate. You further agree, at your own expense, to defend and indemnify MemberUp against any liability arising from our handling of your complaint. Any dispute arising out of this process shall be governed by the laws of the State of Florida, with exclusive jurisdiction and venue in the courts of Miami-Dade County, Florida.

e. Waiver of Claims and Remedies.

You acknowledge that MemberUp is acting as a neutral intermediary and, in establishing this complaint process, assumes no liability for the actions of users. You agree to waive all legal claims—including IP-related and other statutory claims—arising from our content policies, removal decisions, or failure to act on a complaint.

f. Investigation / Right to Remove.

MemberUp reserves the right—but assumes no obligation—to investigate any complaint and remove any content, with or without notice, permission, cause, or explanation, at any time. MemberUp is not responsible for taking action on any content unless and until we, in our sole discretion, determine action is necessary.

9. Intellectual Property Ownership

MemberUp (and its licensors, where applicable) retains all rights, title, and interest in and to the Services, including all intellectual property rights, whether registered or unregistered, and all derivative works, enhancements, or modifications thereof. This Agreement does not transfer or grant you any ownership rights of any kind in the Services or any content, trademarks, or technology used or made available through the Services.

All MemberUp names, logos, product names, and related marks are trademarks or service marks owned by MemberUp or its licensors. No right, license, or authorization is granted to use any such marks except as expressly permitted in writing. You agree not to modify, obscure, or remove any proprietary notices (including copyright and trademark notices) embedded in or accompanying the Services.

10. Copyright Policy

MemberUp enforces a strict policy against repeat copyright infringement. We reserve the right to terminate the account and access privileges of any user who is determined to be a repeat infringer of intellectual property rights.

If you are a copyright owner or an authorized agent acting on behalf of one, and you believe that any User Content on our platform infringes upon your copyright, you may submit a notice in accordance with the Digital Millennium Copyright Act (DMCA). Please refer to our DMCA Policy for instructions on how to submit a proper takedown notice.

11. Privacy

MemberUp maintains a Privacy Policy that explains how we collect, use, store, and protect personal information. By using the Services, you acknowledge and agree to the terms of our Privacy Policy, which is incorporated into this Agreement by reference. Please review the Privacy Policy carefully, as your continued use of the Services constitutes acceptance of its terms.

12. Third-Party Interactions

The Services may include links to or display content from third-party websites, services, or advertisements ("Third-Party Websites & Advertisements"). MemberUp does not control, endorse, or assume any responsibility for any Third-Party Websites & Advertisements, including their content, accuracy, availability, legality, or business practices.

We do not review, approve, monitor, or make any warranties regarding any third-party websites, ads, or services linked through our platform. Accessing or interacting with any Third-Party Website or Advertisement is done entirely at your own risk. When you leave our Services by following such links, you acknowledge that you are subject to that third party's terms and privacy policies, and we will not notify you when this occurs.

You are solely responsible for reviewing the terms, conditions, and data practices of any third-party site or service, and you should conduct any due diligence you deem necessary before engaging in transactions or sharing personal data with any third party.

13. Indemnification

You agree to indemnify, defend, and hold harmless MemberUp and its officers, directors, employees, affiliates, agents, and representatives (each, an "Indemnified Party") from and against any and all claims, demands, actions, liabilities, losses, damages, judgments, penalties, fines, costs, and expenses—including attorneys' fees—arising out of or related to: (a) Your User Content; (b) Your use or misuse of the Services; (c) Your breach of this Agreement; or (d) Your violation of any applicable law, regulation, or third-party rights in connection with your use of the Services. In the event of a claim that may trigger indemnification, you agree to fully cooperate in the defense of the Indemnified Party and to cover all reasonable legal costs, including attorneys' fees. MemberUp reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification. If we exercise that right, you agree to assist us in asserting any available defenses. This section does not require you to indemnify any Indemnified Party for that party's own fraud, gross negligence, willful misconduct, or any unlawful acts. The obligations in this section will survive any termination of your account or this Agreement.

14. Disclaimer of Warranties

To the fullest extent permitted by law, you acknowledge and agree that your use of the Services is entirely at your own risk. The Services are provided "as is" and "as available," without any warranties of any kind, whether express, implied, statutory, or otherwise. MemberUp expressly disclaims all warranties, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not warrant that the Services will be uninterrupted, secure, timely, or error-free, or that any defects will be corrected. We make no representations or warranties regarding the accuracy, reliability, completeness, or usefulness of any content or materials made available through the Services.

We do not guarantee that the Services will be free of viruses, malware, or other harmful components. You assume full responsibility for any damage to your devices, systems, or data that may result from use of the Services, including the cost of servicing or replacing equipment or restoring data. These disclaimers apply to the fullest extent permitted by law, even if any remedy provided under this Agreement fails of its essential purpose.

15. Limitation of Liability

To the maximum extent permitted by law, under no legal theory (whether in contract, tort, negligence, strict liability, or otherwise) shall MemberUp or its affiliates be liable to you or any third party for: (a) Any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, loss of business, loss of data, cost of substitute services, or data breach; (b) Any direct damages, losses, or liabilities (including attorneys' fees) in excess of the total amount you paid to MemberUp in the two (2) months prior to the event giving rise to the claim, or one hundred U.S. dollars ($100) if no fees were paid. These limitations form an essential basis of the bargain between you and MemberUp, and both parties have relied on these limitations in entering into this Agreement. Some jurisdictions do not allow the exclusion or limitation of liability for certain types of damages. In those jurisdictions, our liability will be limited to the maximum extent permitted by law.

We make no warranties or representations regarding the Services, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The Services, including any content, features, or functionality, are provided "as is" and "as available," without warranty of any kind. We do not guarantee that the Services will be error-free, uninterrupted, secure, or free of harmful components. These limitations of liability apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and even if MemberUp has been advised of the possibility of such damages.

16. Dispute Resolution (Arbitration Agreement)

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH MEMBERUP AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 16 SHALL BE REFERRED TO AS THE "ARBITRATION AGREEMENT."

a. Scope of Arbitration Agreement.

You agree that any dispute, claim, or controversy arising out of or relating in any way to your access to or use of the Services, your relationship with MemberUp as a user or consumer, any products or services offered, sold, or distributed through the Services, any marketing or communications relating to MemberUp or the Services, or any transaction or interaction with us, will be resolved exclusively through binding, individual arbitration and not in court. This includes disputes arising before this Agreement and survives termination. The only exceptions to this arbitration obligation are that (1) you may bring qualifying claims in small claims court, so long as the matter remains in that forum on a non-class, individual basis; and (2) either you or MemberUp may seek injunctive or equitable relief in court for the enforcement or protection of intellectual property rights, including but not limited to trademarks, copyrights, patents, or trade secrets.

b. Informal Resolution.

Before either you or MemberUp may initiate arbitration, both parties agree to first attempt to resolve any dispute in good faith through an informal dispute resolution process. This includes a personal meet-and-confer via telephone or video conference. To initiate this process, the party seeking to initiate arbitration must first send written notice to the other party, identifying the nature of the dispute, the relief sought, and relevant account information. This notice must be sent to support@memberup.com. The informal resolution conference must take place within sixty (60) days of receipt of the written notice, unless extended by mutual agreement. Participation in this process is a condition precedent to the filing of any arbitration demand. The statute of limitations and any filing deadlines will be tolled during this resolution period.

c. Arbitration Rules and Forum.

This Arbitration Agreement is governed by the Federal Arbitration Act. Arbitration will be administered by JAMS under its rules in effect at the time of the arbitration. If your claim and any counterclaim are each under $250,000 (excluding attorneys' fees and interest), the JAMS Streamlined Arbitration Rules will apply. For claims above that threshold, the JAMS Comprehensive Arbitration Rules will govern. These rules are available at www.jamsadr.com. If JAMS is unavailable, the parties will agree to an alternative arbitration provider. Unless otherwise agreed, the arbitration will be conducted by telephone, video, or in person in Miami-Dade County, Florida. If the arbitrator determines you are unable to afford the fees and your claim is not frivolous, MemberUp will pay JAMS's administrative, filing, and hearing fees for claims under $10,000.

d. Arbitrator Powers.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Agreement is void or voidable. The arbitrator shall decide the rights and liabilities, if any, of you and MemberUp, and the arbitration proceeding shall not be consolidated with any other matter or joined with any other party. The arbitrator shall have the authority to grant motions that dispose of all or part of any claim, to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitration rules, and this Agreement. The arbitrator shall follow the law, apply the same legal standards as a court, and shall issue a written decision that includes the essential findings and conclusions upon which any award—or decision not to render an award—is based, including any calculation of damages. The arbitrator's decision shall be final and binding on both you and MemberUp and may be enforced in any court of competent jurisdiction.

e. Waiver of Jury Trial.

YOU AND MEMBERUP EXPRESSLY WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHT TO A TRIAL BY JUDGE OR JURY, and agree instead to resolve disputes through final and binding arbitration, except as otherwise set forth in subsection (a) above.

f. Waiver of Class or Consolidated Actions.

YOU AND MEMBERUP AGREE TO BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. Claims of more than one customer or user cannot be arbitrated or consolidated with those of any other individual. If a court finds that this class action waiver is unenforceable, then this entire Arbitration Agreement shall be null and void.

g. Batch Arbitrations.

To improve efficiency, if 100 or more similar arbitration demands are filed against MemberUp by or with the help of the same law firm or coordinated group within a 30-day period, JAMS shall: (1) group those demands into batches of no more than 100, with one arbitrator assigned to each batch; and (2) resolve each batch as a single proceeding with shared filing and hearing fees, as permitted under JAMS rules. You agree to cooperate in good faith with this batching procedure.

h. Opt-Out.

You may opt out of this Arbitration Agreement by providing written notice to support@memberup.com within thirty (30) days of first accepting this Agreement. Your opt-out notice must include your name, contact information, username (if applicable), and a clear statement that you do not wish to resolve disputes through arbitration. If you opt out, this Arbitration Agreement will not apply, but all other provisions of this Agreement will remain in force. Opting out has no effect on prior arbitration agreements you may have entered into with us.

i. Survival.

This Arbitration Agreement shall survive any termination of your relationship with MemberUp, including cancellation or deletion of your account.

j. Modification.

If we make material changes to this Arbitration Agreement, we will provide you with notice and an opportunity to review. Changes will not apply retroactively to claims already asserted unless you expressly accept the modified version.

17. Exclusive Venue

To the extent that any claim or dispute is permitted to proceed in court rather than through arbitration, you and MemberUp agree that such litigation shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida. Both parties consent to the personal jurisdiction of those courts and waive any objection to venue or forum on the basis of inconvenience or otherwise.

18. Termination and Suspension of Access

We reserve the right, at our sole discretion, to modify or discontinue the Services, or to modify, suspend, or terminate your access to the Services at any time and for any reason, with or without notice, and without liability to you or any third party. In addition to restricting or terminating your access, we also reserve the right to pursue any legal remedies available to us, including civil, criminal, or injunctive relief, where applicable. Termination of your access does not affect the enforceability of this Agreement. All provisions that by their nature should survive termination—including, without limitation, ownership, disclaimers, limitations of liability, indemnity, dispute resolution, and governing law—shall survive and remain in full force and effect.

19. General

a. No Joint Venture or Partnership.

Nothing in this Agreement shall be construed to create a joint venture, partnership, employment, or agency relationship between you and MemberUp, or between you and any third-party provider through your use of the Services.

b. Choice of Law.

This Agreement is governed by the laws of the State of Florida, consistent with the Federal Arbitration Act, without regard to any conflict of law principles that would result in the application of the law of another jurisdiction.

c. Severability.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

d. Electronic Communications.

You consent to receive communications from us electronically and agree that all terms, notices, agreements, and disclosures provided electronically satisfy any legal requirement that such communications be in writing. This does not affect any non-waivable statutory rights.

e. Entire Agreement.

This Agreement, including all referenced policies, constitutes the entire agreement between you and MemberUp with respect to the Services and supersedes all prior or contemporaneous agreements, communications, or understandings, whether oral or written, relating to the subject matter herein.

20. Contact Information

4 Peddlers Row Unit #375 Newark, DE 19702

support@memberup.com

MEMBERUP DMCA POLICY

We respect the copyright and other intellectual property rights of others and expect users of our website and application (collectively, the "Services") to do the same. In accordance with the United States Digital Millennium Copyright Act (the "DMCA") and other applicable law, we have a policy of terminating, in appropriate circumstances and at our sole discretion, users of the Services who are deemed to be repeat infringers. We also may, in our sole discretion, limit access to the Services and terminate the accounts of any users of the Services who infringe any intellectual property rights of others, whether or not there is any repeat infringement. See our Terms for more information.

Notification of Alleged Copyright Infringement

If you believe that content available on or through our Services infringes one or more of your copyrights, please immediately notify our Copyright Agent by mail, email or faxed notice ("Notification") providing the information described below, which Notification is pursuant to DMCA 17 U.S.C. § 512(c)(3). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that content located on or linked to by our Services infringes your copyright, you should consider first contacting an attorney.

All Notifications should include the following:

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website.
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material (e.g., the URL link of the material).
Information reasonably sufficient to permit us to contact the complaining party, such as the name, account name, address, telephone number, and e-mail address at which the complaining party may be contacted.
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Submit your notice to our designated DMCA agent by mail or email as set forth below: support@memberup.com

Please note that you may be liable for damages, including court costs and attorney's fees, if you materially misrepresent that content on the Services is copyright infringing.

Upon receiving a proper notification of alleged copyright infringement, we will remove or disable access to the allegedly infringing material and promptly notify the alleged infringer of your claim. We also will advise the alleged infringer of the DMCA statutory counter-notification procedure described below by which the alleged infringer may respond to your claim and request that we restore this material.

Please note that our furnishing your claim to the alleged infringer will include the personal information you provide in your notification, which the alleged infringer may use to contact you directly. As such, by submitting a notification of alleged copyright infringement, you consent to disclosure of your information in the aforementioned manner.

Counter Notification

If you believe your copyrighted material has been removed from the Services as a result of a mistake or misidentification, you may submit a written counter-notification letter to us. To be an effective counter-notification under the DMCA, your letter must include substantially the following:

Identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled.
A statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which MemberUp is located.
A statement that you will accept service of process from the party that filed the Notification or the party's agent.
Your name, address and telephone number.
A statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of mistake or misidentification.
Your physical or electronic signature.

You may submit your Counter Notification to our Copyright Agent by mail, or email as set forth above.

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material after 10 business days but no later than 14 business days from the date we receive your Counter Notification, unless our Copyright Agent first receives notice from the party filing the original Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.