RAZRTECH SARL-S, Company REGISTERED IN LUXEMBOURG (THE “Company”) AND ITS AFFILIATES, WELCOMES YOU TO MEMBERWIRE (THE “WEBSITE”).

IT IS IMPORTANT TO THE Company THAT YOU AND OTHER VISITORS HAVE THE BEST POSSIBLE EXPERIENCE WHILE USING THE WEBSITE, AND THAT, WHEN YOU USE THE WEBSITE, YOU UNDERSTAND YOUR LEGAL RIGHTS AND OBLIGATIONS.

PLEASE READ THIS AGREEMENT, WHICH GOVERNS YOUR USE OF THE WEBSITE, INCLUDING ANY CONTENT, FUNCTIONALITY, AND SERVICES OFFERED ON OR THROUGH THE WEBSITE. YOUR ACCESS TO THE WEBSITE IS ON THE CONDITION THAT YOU AGREE TO THIS AGREEMENT.

Introduction

  • The website provides access to premium third-party social media accounts and other content of participating Creators in the entertainment industry.
  • This agreement applies to all users of the website. by accessing any part of the website, you agree to this agreement. If you do not want to agree to this agreement, you must leave the website.
  • The Company may change this agreement on one or more occasions by updating this webpage. the top of the agreement will tell you when the Company last updated it. changes will take effect on the “last updated” date stated on the top of this webpage. changes will not operate retroactively. the Company will try to notify you when it changes this agreement if it can do so in a reasonable manner. but you should frequently check this webpage to make sure that you are operating under the most current version of the agreement. the Company will consider your continued use of the website after it posts the changes as your acceptance of the changes even if you do not read them. If you do not agree to the changes, your sole remedy is to stop accessing the website.
  • If you have any questions about this agreement or any questions or comments about the website, please email the Company at support@memberwire.com 
  • These Terms (as defined below) set out the essential Terms and conditions that govern: (i) our relationship with you and clearly define and document our rights, responsibilities, and obligations; (ii) your access to and use of the Platform and the Services (as defined below) provided by the Company; and (iii) the transactions and activities undertaken by you according to the Services. These Terms are incorporated into and form part of the contract between you and us, including when you register yourself with us.

Terms and Conditions

  • Please read these Terms carefully before using the Platform and its Services. These Terms apply to all Users and Creators of the Platform and the Services, irrespective of the manner and the mode in which they have accessed the Platform and the Services.
  • Use of the Platform and Services is available only to Persons (as defined below) who can open to legally binding contracts under the Law Applicable The Services are not intended for use by or targeted towards anyone below the age of 18 (Eighteen) years or anyone who is not competent or disqualified to enter into a contract or any other Applicable Law. By using the Platform or the Services, you represent and warrant that you are 18 (Eighteen) years of age or older and qualified to enter into a contract. If you are below the age of 18 (Eighteen) or not qualified to enter into a contract, you shall not use the Platform or the Services under any conditions or for any reason. In our sole discretion, we may decline to offer the Services to any Person and/or change its eligibility criteria at any moment.
  • If you are using the Services on behalf of a Company, entity or other association/organisation, you represent and assure that you: (i) have the authority to bind such organisation/association, entity or Company to these Terms; and (ii) agree to be bound by these Terms on behalf of such organisation/association, entity or Company.
  • You are entirely responsible for ensuring that these Terms are in agreement with all Laws applicable to you and the right to access the Platform and the Services is revoked where the Platform or the Services is prohibited, or to the extent offering, sale or provision of the Platform and the Services conflicts with any Law Applicable.
  • If you are using the Services on behalf of any other Person (whether under his authority or otherwise), you represent and assure that you: (i) have the authority to bind such Person to these Terms; and (ii) agree to be bound by these Terms on behalf of such Person.
  • The Platform is operated and controlled by us, and the content provided on or available through the Platform is not directed to any additional jurisdiction or country, including any jurisdiction or country where such distribution or use would be contrary to the Law or that would subject the Company to any registration or other requirement within such jurisdiction or country. Access to the Platform/Services from countries, territories, and jurisdictions where such access is illegal, is prohibited.
  • Accessing, browsing, visiting, or using the Platform and/or its Services constitutes your unconditional acceptance and agreement to be bound by these Terms.
  • The Company holds the right, at any time and from time to time, to change, modify, update, suspend, revise, remove and/or otherwise amend these Terms without prior notice to you. All such amendments and modifications shall take effect immediately when posted on the Platform. By continuing to access or browse the Platform or use the Services after any such revisions or changes, you agree to be bound by such amended or modified Terms. For this reason, we suggest you review our Terms whenever you access the Platform or its Services. If you do not agree to any change to these Terms, you must immediately discontinue using the Platform and its Services.
  • Notwithstanding anything contained herein, we may, in our sole discretion, refuse to offer or suspend the Services to any Person for any reason.

Definitions and Interpretation

  • Definitions: 
  • In these Terms, the following expressions and words shall bear the meanings assigned to them below:
    • “Applicable Laws” or “Laws” means all applicable laws, demands, conventions, orders, interpretations, licenses, judgments, decrees, injunctions, enactments, acts of legislature or parliament, ordinances, notifications, circulars, writs, rules, by-laws, regulations, statutes, guidelines, policies, directions, directives, and/or permits of all Governmental Authorities of all relevant jurisdictions;
    • “Company” means RAZRTECH SARL-S, Company registered in Luxembourg and its affiliates;
    • “Platform” means the Company’s online platform https://www.memberwire.com, and all other internet domains, widgets, mobile applications, and other downloadable applications owned, developed, operated and/or controlled by Company and its affiliates/licensors, and branded or Licensed exclusively under the Company’s Marks, whether now existing or hereinafter developed, made available by the Company, through which Company offers and provides the Services;
    • “Services” means the services, products, contents, data, documents, features, applications, tools, and information offered, made available or enabled by the Company through the Platform (or through third-party service providers featured on the Platform) at any time, including the services described in Section 5 below;
    • “Subscriber” means a User who subscribes or purchases to the Creator’s Services through the Platform;
    • “Terms” includes: (i) any agreements and Terms and conditions entered into with the Company that govern: (a) your relationship with the Company; (b) your use of the Platform and the Services, as amended, modified and supplemented from time to time (ii) such other rules, policies, guidelines, and procedures posted by the Company on the Platform, from time to time (each of which is incorporated herein by reference and forms an integral part of these Terms); and (iii)  the given Terms and conditions; and
    • “User” includes any Person accessing, visiting, browsing, and/or using the Platform and/or the Services, including a Subscriber and/or Creator.
    • “Company’s Marks” means the trademarks, brand marks, internet domain names, emblems, signs, identifying symbols, logos, service marks, trade names, service names, brand names, or insignia, owned by the Company and its licensors and affiliates;
    • “Company’s Technology” means the algorithms, devices, software, hardware, code, technology or other functional items, web properties, processes, systems, concepts, interfaces, methods of operation, communication pathways and/or protocols used by the Company to provide the Platform and the Services;
    • “Company’s Trade Secret” includes the business idea, know-how, commercial method, commercial secrets, a compilation of information, systems, processes, compositions, technological data,  practice, pattern, technology, programs, sales methods, technical prototypes, distribution methods, profiles, advertising and marketing strategies, and other proprietary information developed by Company that: (i)is treated by Company in a way that can reasonably be expected to prevent the public or competitors from learning about it; (ii) provides Company with a competitive and economic advantage; and (iii) Company actively makes efforts to maintain as a secret;
    • “Content” means all data, including writings, books, documents, texts, scripts, presentations, reports, information and material in digital form, images, pictures, photographs, videos, product portfolios, audio files, films, podcasts, and drawing and design files;
    • “Creator” means a Person registered on the Platform who creates Content for distributing, publishing, or hosting on the Platform for the Users, or provides products and services relevant to his expertise, qualifications, skills, talents, competencies, knowledge, and experience to the Users, through the Platform;
    • “Creator’s Content” means Content created and developed by the Creator, including Content created for the Subscribers or for publishing on the Platform;
    • “Creator’s Services” means the services offered or provided by a Creator to the Users through the Platform, including the provisioning of the Creators Content;
    • “Creator Terms and Conditions” means the policies, rules, regulations, Terms, conditions and other agreements on which the Creators provide the Creator’s Services;
    • “Person” means any natural person, limited or unlimited liability Company, corporation,  partnership (whether of limited liability or total liability), proprietorship, trust, union, association, Government or any agency or political subdivision thereof or any other entity that may be treated as a person under Applicable Law;
    • “Government” or “Governmental Authority” means the union, state, local or other governmental authority exercising judicial, regulatory, executive, legislative, or administrative functions of or pertaining to government, or any other governmental authority or agency, commission, organisation, statutory authority, department, board, tribunal, court and/or other entity/organisation/association authorised to make Laws;
    • “Losses” means and include all losses, interest, penalties, claims, costs and expenses, liabilities, damages, including those arising out of or based upon or in relation to any settlement, judgment, award, and reasonable attorneys’ fees and other costs related to it;
  • Interpretation
    • The Terms “MemberWire”, “we”, “our”, and “us” refer to the Company.
    • The Terms “you” or “your” refers to a User.
    • Section headings are for convenience only and do not affect the construction or interpretation of any provision of these Terms.
    • References to Sections are references to the sections of these Terms.
    • In addition to the above Terms, specific Terms may be defined elsewhere in these Terms, and wherever such Terms are used in these Terms, they shall have the meaning assigned to them.
    • All references in these Terms to statutory provisions shall be statutory provisions for the time being in force and shall be construed as including references to any statutory modifications, consolidation, or re-enactment (whether before or after the date of these Terms) thereof and all statutory rules, regulations and orders made according to a statutory provision.
    • Where a word or phrase is defined, other parts of speech and grammatical forms and the cognate variations of that word or phrase shall have corresponding meanings.
    • The term “includes” or “including” shall be construed to mean without limitation.
    • Words denoting the singular shall include the plural and vice versa and words meaning any gender shall include all genders unless the context otherwise requires.
    • All references to these Terms shall be deemed to include any amendments or modifications to these Terms, from time to time.

Communications

  • When you use or access the Platform and/or its Services or other data, information or communicate with us via sending emails or whatsoever medium, you agree and understand that you are communicating with us through electronic records and your permission to receive communications via electronic records (including SMS and emails) from us periodically and as and when required. Your act of visiting, browsing, accessing, or using the Platform and/or its Services, or by contacting us through any means or medium, or engaging us to provide the Services constitutes a “verifiable request” by you authorise us to call or send messages, to your telephone numbers provided to or registered with us, concerning the Services. We reserve the right to communicate with you by email or by other mode of communication, electronic or otherwise.
  • You understand that as part of your registration process and in the course of your usage of the Platform, you may receive SMS/text messages/emails from the Company on your registered mobile number. The Company may also send one-time passwords (OTPs), updates on features, subscription confirmations, payment confirmations cancellation confirmations of the Platform, updates of the Creator’s Services or any such other information relevant for the transactions undertaken by you, via SMS or by voice call on the contact number given by you at the time of subscribing to our Service or via email given by you at the time of subscribing to our Service. Please note that the Company will send these SMS messages only to the registered mobile number and email address. It is your duty to ensure that you provide the correct number and email address for the transaction you wish to enter. Further, the Company may also send reminders and notifications to you concerning your subscriptions for the services and features you may use on the Platform. You hereby consent to receive such messages from the Company.
  • The User thus unconditionally consents that such communications via email, SMS and/ or voice call by the Company is: (i)‘transactional’ and not an ‘unsolicited communication’; (ii) upon the request and authorization of the User; and (iii) in compliance with the relevant guidelines of any competent Governmental Authority. The User must indemnify the Company against all Losses incurred by the Company in the event any action is taken by any Person or Governmental Authority due to any compliant raised or made by the User against the Company with respect to the communications mentioned above or due to a wrong number or email address being provided by the User for any reason whatsoever.

Use of the Platform/Services and the limited role of the Company

  • The Platform is a technology-based platform provided by the Company that enables Creators to connect with their fanbase, and/or vice versa and purchase or subscribe to the Creator’s Services. The Platform is a tool that Subscribers and Creators use to meet and interact with one another for their transactions. By subscribing to the Creator’s Services of a Creator, the Subscriber agrees to obtain the Creator’s Services offered by such Creator as per the Terms agreed between the Subscriber and the Creator within the ambit of the rules and policies laid down by the Platform and updated from time to time.
  • The Platform is accessible to all visitors and Users. “Registered Users” are Users who have registered themselves by creating an account on the Platform by providing the Company with accurate information and who can log on to the Platform by providing their confidential information and password. “Non-Registered Users” are users who are not registered with the Platform but may access information on the Platform. Certain features of the Platform are available to Registered Users only.
  • A Subscriber/User may use the Platform to (i)  interact privately with a Creator, including by using the tools and features available on the Platform.: (ii)schedule an virtual appointment, or reserving a session, with a Creator; (iii)  purchasing or subscribing to the Creator’s Services and paying the professional or consultancy or other fees to the Creator; and (iv) viewing the information about a Creator.
  • A Creator may use the Platform to (i) publish their profile, including their picture, name, personal statement, skills,  experience, specialization, talents, expertise, and consultation, professional or other fees; (ii)conduct workshops and other activities for the Users as may be agreed with the Company; (iii) have private interactions with his Subscribers including by using the features, tools available on the Platform; The profile of the Creators will be accessible to all Users, including Registered Users as well as Non-Registered Users.
  • The Platform and its Services have been designed for entertainment and educational purposes only, as a medium to enable a User to connect with a Creator and subscribe to the Creator’s Services. Accordingly, you particularly understand, acknowledge, and agree that: (i)the Platform does not, directly, or indirectly, engage in the business of providing the Creator’s Services; (ii) nothing included in these Terms or on the Platform shall be interpreted to mean that the Company is involved in the business of the Creator’s Services; and (iii)  the Company itself does not provide any Creator’s Services.
  • The display on the Platform of a Creator or a Creator’s Service does not, in any manner, suggest, imply or constitute a recommendation by the Company of that Creator or Creator’s Services or any approval or sponsorship of the Company by such Creator, or any affiliation between the Creator and the Company. The Company's role is limited to providing the Platform for (i) enabling the Creators to publish their profile; (ii)for hosting and publishing the Creator’s Content; (iii) facilitating disbursal and collection of consultation or professional fee of the Creators; and (iv)connecting the Subscribers with the Creators and for private interactions and transactions between the Subscribers and the Creators. The Company serves as an intermediary only and as such, it operates within the introducing function. The Company cannot be and is not a party to or control in any manner any transaction between the Creators and the Subscribers. The Company, acting as an intermediary, has no liability and/or no responsibility concerning the transactions and content on the Platform including any interactions or transactions between the Subscribers and the Creators or Creator’s Content.
  • Further, you expressly acknowledge, understand and agree that the Platform and the Services are not: (i) an invitation to offer to buy or subscribe for any Creator’s Services provided by the Creator; (ii)sponsoring, promoting or recommending any Creator or the Creator’s Services; (iii)recommending any person to enter into any transaction of whatsoever with a Creator; (iv)  offering the Creator’s Services for sale or soliciting any offer to buy or sell Creator’s Services; (v) grading or rating any Creator; and (vi) intended to provide any professional advice or other opinions on any of the Creator’s Services.
  • The Company has no responsibility or liability whatsoever for the Creator’s Services provided or not provided by any Creator as The Company is not a provider of any of the Creator’s Services. The Creator’s Services are owned, managed, controlled and/or made available by the Creators either through their representatives, or directly or agents. The Creators are entirely responsible for their Services. The Company makes no warranties or representations regarding the Creator’s Services, including their availability or standards. The Company publishes the Creator Services, including prices, made available by, or obtained from the Creators. Your transactions and/or interactions with any Creator accessed through the Platform are at your own risk and the Company does not bear any accountability whatsoever. The Subscribers must research upon the Creators and avail the Creator’s Services based on such due diligence. The Company strongly suggests that you use the information found on the Platform as an initial point for conducting your own research and due diligence on the Creators in order to determine your own personal opinion about such Creators before undertaking, initiating and concluding a transaction with such Creators. Given that the Company does not represent, warrant, research, verify, endorse, or guarantee the completeness, accuracy, reliability,  truthfulness, or integrity of any content and information on the Platform, including Creator’s Content, and that you are not relying on the Company for any Creator’s Services and/or their content, you alone are wholly responsible for determining whether the Creator’s Service, is appropriate or suitable for you based on your independent judgement.
  • The Company does not have an obligation to monitor/moderate or pre-screen the Creator’s Content at any time. The Company: (i) does not endorse, validate, examine, research, or certify the Creator’s Content and any other information submitted/uploaded by the Creators on the Platform nor assumes that all Creator’s Content and other information will be truthful, trustworthy, complete, accurate, and reliable; (ii)cannot take responsibility or control the Creator’s Content and other information provided or made available by the Creators on the Platform; (iii) the Company does not and cannot guarantee or warrant the accuracy of the Creator’s Content and any other information uploaded/submitted by the Creator on the Platform; and (iv) does not offer any advice/suggestions/recommendations with respect to any Creator’s Services.
  • The Subscribers understand, acknowledge and agree that any transaction for the purchase or subscription of any of the Creator’s Services is entirely between the relevant Creator and the Subscriber and that the Company is not responsible and does not guarantee or is liable in any way for the reliability, safety,  truthfulness, legality or any other aspect of such Creator Services or the transaction between the relevant Creator and the Subscriber. Your action in any such transaction with a relevant Creator is at your sole risk. The Company is not responsible for censoring, screening, or otherwise controlling transactions between you and all pertinent Creator, including whether the transaction is valid and legal as per Applicable Laws. You are entirely responsible for verifying the correctness and accuracy of your transactions with any relevant Creator. Further, the Company does not partake in the execution or negotiation of any transaction related to or in connection with any Creator’s Services between the relevant Creator and the Subscriber. All contractual and commercial Terms are offered by and agreed to between the Creators and Subscribers only, which contractual and commercial Terms include without limitation the nature and kind of the Creator’s Services, mode of delivery, date and period of the Creator’s Services, warranties related to the Creator’s Services, the discounts, price and benefits offered, payment methods, payment Terms, refunds, cancellations, necessary documentation, additional rules and regulations of the Creators. The Company does not determine or advise and does not have any control and/or in any way include itself in the offering or acceptance of such commercial and contractual Terms between the Subscribers and the Creators. You shall be entirely liable and responsible to agree and determine the manner and Terms and conditions for the transactions you enter into with the relevant Creator. The Company: (i) bears no liability/responsibility to any Subscriber or Person for any failure of a Creator to fulfilment his/her obligations under any transaction or deal initiated into between them; (ii)shall not and is not required to mediate or resolve any dispute or disagreement between the Subscribers and/or the Creators and/or any third Persons; (iii) does not and cannot guarantee that the concerned Subscriber and/or the Creator to a deal or transaction will perform any deal or transaction concluded pursuant to the Services; and (iv)shall not be responsible/liable for any breach or non-performance of any contract entered into between the Creators and the Subscribers.
  • You agree to abide by the Creator’s Terms and Conditions required by any Creator with whom you choose to transact or deal on the Platform. You understand that any violation of any such Creator Terms and Conditions may result in permanent termination/cancellation of the Creator’s Services subscribed/purchased by you. The Company has no liability/responsibility whatsoever for any arrangements you make with any Creator due to your use of the Platform and/or its Services. In the event that you encounter any problems with any transaction which you attempt to make via the Services, you understand, acknowledge and agree that you should resolve that issue directly with the relevant Creator and that your solution in such circumstances, including any refund, lies with the relevant Creator and not with the Company. The Creator Terms and Conditions will set out what rights you have against the Creator and will explain their liability to you in the event of any issues or disputes arising with such Creator. In the event of a conflict between these Terms and the Creator Terms and Conditions, these Terms shall prevail.
  • All content, specifications, features, and prices of the Creator’s Services published, described, or depicted on the Platform are subject to change without notice. Illustrations and photographs and other promotional material on the Platform are for promotional purposes only and they do not represent any benefit that will be included in any arrangements made by you. Incorporating any Creator’s Service on the Platform at a particular time does not warrant or imply that such Creator’s Service will be available at any time. The Creator’s Services can be withdrawn at any time and from time to time. Note: Creator Services are subject to availability.
  • The Company does not and is not under an obligation to pre-screen / monitor / moderate or examine and verify the Creator’s Content, Content of the Users, or the Creator’s Services at any time. However, the Company may, under the following circumstances, access, view, or listen to Creator’s Content, Content of the Users, or the Creator’s Services: (i)to respond to support requests; (ii) where required by Applicable Law; (ii) to provide the Services; (iii)enforce the Terms; and (iv)to detect, prevent, or otherwise address fraud, technical or security, unlawful issues. The Company may also install automated systems or utilise other technologies to moderate all Content posted, uploaded, or provided on the Platform. The Company also reserves its absolute right to delete/remove any Content from the Platform, including Creator’s Content if the Company concludes in its sole discretion that such Content is violating the Terms or any Applicable Law and/or industry practices. Further, if the Company suspects any wrongful, illegal or fraudulent activity on the Platform by any User or the Creator, notwithstanding any other rights the Company may have, the Company has the right to inform the relevant Governmental or law enforcement authorities. The Company will cooperate in all requests for access/information or investigative procedures initiated by any such Governmental or law enforcement authorities.
  • The Company shall not be responsible/liable for any delay, non-performance, failure or deficiencies in the Services and such failure, non-performance, delay or deficiency shall not constitute the Company’s failure to meet the requirements specified in these Terms, to the degree that any such failure is attributable to: (i) User’s acts or omissions (including, among other things, violations of law, willful misconduct, negligent acts or breach of these Terms); (ii) Force Majeure; (iii) acts or omissions of third parties related to the Users; (iv) restrictions/constraints imposed by Applicable Laws; (v) acts or omissions of the directors, employees, officers, advisors, sub-contractors, supplies, vendors, agents and representatives of the Users; (vi) the User’s failure to take such corrective action which forms a part of the User’s responsibility, as may be reasonably requested and identified by the Company to the User; (vii) any inaccurate or misleading information supplied by the User to the Company and upon which the Company relies; (viii) a failure by the User to provide the Company, instantly, with any information or other material reasonably requested by the Company; and (ix) such other reasons not attributable to the Company.
  • Notwithstanding anything contained in these Terms and Conditions, the Company shall not be obligated to provide a Service to the extent the provision thereof would contravene or violate any Applicable Law.
  • The Company may, at its sole discretion, introduce new services and modify some or all of the existing Services. The Company has the right to introduce a fee or revise the fee for the Services offered. The Company also reserves the right, with or without prior notice, to (i) impose conditions on the use of Services; (ii)to discontinue or limit the availability of any Service; (iii) refuse/deny to provide any User with any Services.
  • Use of the Services demands a supportive environment, including compatible hardware,  internet access, and software. It may also require cyclic updates to your mobile application, browser, hardware, and/or other software. You agree that meeting these requirements is your only responsibility and such requirements may change at any point of time.
  • While the Company continuously strives towards keeping the Platform functional/running, you hereby acknowledge that technical failures are a part of any program. We, as the Company, shall take necessary steps to keep the Platform running and in the event of any technical malfunction or unforeseen problem of our servers, computer systems or equipment, network, or traffic congestion on the internet or software or account of technical issues or a combination thereof, we will take the necessary measures to remedy the problem. However, we do not assume any liability whatsoever in regard to any loss arising directly or indirectly to you, including but not limited to loss of data, loss of profit, or loss of opportunity arising out of such unforeseen events and/or technical malfunction.
  • All Users shall use the Platform and the features/tools provided by the Platform in compliance with all Applicable Laws. You will not use the Platform or any feature/tool provided by the Platform for any purposes not intended under these Terms. You shall be liable and responsible to the Company for all proceedings, actions, claims, and losses incurred by the Company arising out of, or in any way connected with, your use of the Platform and/or its Service or breach of these Terms.
  • You, as a Creator on MemberWire, unconditionally indemnify the Platform for any loss, whether quantifiable or not, caused to the Platform due to your non-compliance with the Terms of Use and Community Guidelines of the Platform. You also understand that at times the monetary value of the loss may not be easily established in which case the penalty levied by proper authorities will be a fair compensation to the Platform and you, as a Creator, shall be liable to pay up immediately.
  • You, as a Creator on MemberWire, understand that the Platform has the right to withhold your part or full payment or levy a penalty over and above the amount due in case you violate any of the Terms of Use
  • In case any Creator’s services on the Platform are discontinued due to non-compliance of any Terms of Use or Community Guidelines actioned by the Creator or influenced by Creator, then the Platform has no financial liability towards Creator irrespective of any amount outstanding as at the time of such event taking place.

Licenses

License GRANT. 

THE Company HEREBY GRANTS YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, NON-SUBLICENSABLE License TO ACCESS THE WEBSITE AND ITS CONTENT FOR YOUR PERSONAL AND NON-COMMERCIAL USE IN ACCORDANCE WITH THIS AGREEMENT. BY “ACCESS”, THE Company MEANS VISIT THE WEBSITE, USE ITS SERVICES, AND VIEW. “CONTENT” INCLUDES THE TEXT, SOFTWARE, SCRIPTS, GRAPHICS, PHOTOS, SOUNDS, MUSIC, VIDEOS, AUDIOVISUAL COMBINATIONS, INTERACTIVE FEATURES, AND OTHER MATERIALS FOUND ON THE WEBSITE.

License RESTRICTIONS.

The License granted in section 3.1 does not include any of the following:

  • resale or commercial use of the website;
  • distribution, public performance, or public display of the website or the content;
  • changing or otherwise making any derivative uses of the website and the content, or any part of the website or the content, unless the Company specifically authorizes change or derivative use in a separate written agreement with you;
  • use of any data mining, robots, or similar gathering or extraction methods;
  • downloading (other than web page caching) any part of the website or the content except as permitted on the website; or
  • any other use of the website or the content other than for its intended purpose.
  • your License to access the website does not transfer ownership of or title to a copy of any content that you view or print, and the Company only authorizes you to use your copy in accordance with this agreement. if you download or print a copy of the content for your personal use, you must retain all copyright and other proprietary notices embedded in the content. any use of the website or the content except as authorized by this agreement will terminate the License granted here. unauthorized use of the website or the content may also violate intellectual property laws or other laws. unless stated here, nothing in this agreement should be construed as conferring any License to intellectual property rights, whether by estoppel, implication, or otherwise. the Company may revoke this License at any time.


Fee, Payments, Billings and Refunds

  • Accessing the Platform, its Services and opening an Account and use of the Platform is free for the Users.
  • Service Fee: The Company may charge a service fee for availing the Services and such fee will be determined by the Company from time to time.
  • Pricing
    • All prices quoted for the Creator’s Services are subject to change until the completion of the transaction.
    • All prices are subject to modification/change from time to time at the sole discretion of the Creators and shall be effective from the moment such revised prices are posted on this Platform. It shall be the User’s responsibility to remain informed about the Creator’s Services’ current prices.
    • The Company does not influence the prices mentioned by the Creators for the Creator’s Services. The pricing shown for the Creator’s Services are entirely determined by the Creators and the Company is not, shall not and cannot be held responsible/liable for any issues arising out of such pricing. 
    • While the Company strives to provide accurate pricing information, the pricing of any Creator’s Services as reflected on the Platform may, due to some typographical error, technical issue, or erroneous information published by the Creator, or due to some other reason, be incorrectly reflected and in such an event, the Creator and on its behalf, the Company may cancel any transaction made by a User for the Creator Services.
  • Purchase of Creator’s Services
    • Suppose you wish to purchase or subscribe to a relevant Creator’s Services made available via the Platform (each such purchase, a “Transaction”). In that case, you may be asked to provide certain information relevant to your Transaction. Each Transaction shall be subject to the Company’s and the Creator’s current purchase and payment Terms. By submitting such information, you understand and acknowledge that it may be submitted to third parties for purposes of facilitating the completion of the Transactions initiated by you or on your behalf and to otherwise handle such information in accordance with the Privacy Policy. Verification of information may be required prior to the acknowledgement or completion of any Transaction. All payments shall be made in accordance with the payment options made available by the Company on the Platform.
    • The procedure adopted for payments to the Company is as follows. First, you will have to make a payment of the prescribed price in order to confirm your purchase of the relevant Creator’s Services. Upon the successful payment of the amount, a receipt containing the details of the payment will be generated on behalf of the Creator by the Company. 
    • For any assistance or queries, please email us at support@memberwire.com from your registered email address.
    • You hereby understand, acknowledge, and agree that any payment made by you for any Creator’s Services to the Company is received by the Company on behalf of the relevant Creator, and in the event of the completion of a Transaction, the said amount is released to the Creator.
    • The Subscriber shall be liable for all applicable taxes and any transaction-related charges in regard to the payment of the Creator’s Services and this shall be in addition to the prices offered by the Creator.
    • Payments for the Creator’s Services may also be made through an electronic and automated collection and remittance service (the “Payment Gateway”) hosted on the Platform through payment gateway service providers. The Payment Gateway service is provided to you in order to facilitate your purchase of a Creator’s Service. The processing of payment may be subject to the Terms, conditions, and privacy policies of the payment gateway service providers (“Payment Gateway Service Provider”) in addition to these Terms. The Terms of your payment may also be determined by agreements between you and the financial institution, card issuer or other provider of your chosen payment method. By choosing to use the Platform, you agree to pay us all charges at the prices then in effect for any use of the Services in accordance with the applicable payment Terms. In addition to that, you shall also be liable to pay all charges payable by you to your bank, financial institution, card issuer or another provider of your chosen payment method and the Payment Gateway for making the purchase. You represent that you have the legal right to use any payment method that you use to remit any amount to us.
    • The Company makes no representation of any kind, express or implied, as to the operation of the Payment Gateway. The Company is not responsible for any errors by the Payment Gateway Service Provider. The Company reserves the right to correct any errors or mistakes even if it has already requested or received payment. The Company assumes no liability whatsoever for any monetary or other damages suffered by you on account of: (i) access to, use of, or reliance on the Payment Gateway services; (ii) the delay, failure, interruption or corruption of any data or other information transmitted in connection with use of the Payment Gateway; (iii) any interruption or errors in the operation of the Payment Gateway; or (iv) any excess payment made by you. Further, you expressly agree that your use of the Payment Gateway is entirely at your own risk. The Company does not collect and store any payment and other details provided by you for transacting through the Payment Gateway. You agree, understand, and confirm that personal data including without limitation details relating to debit card/ credit card transmitted over the internet is susceptible to misuse, theft and/or fraud and that the Company has no control over such matters. The Company does not represent or guarantee that the use of the Payment Gateway will not result in theft and/or unauthorized use of data over the internet.
    • The records of the Company and/or the Payment Gateway Service Provider, generated by the transaction arising out of the use of the Services, including the time the transaction is recorded, shall be conclusive proof of the genuineness and accuracy of the transaction. The details provided by you for use of the Payment Gateway Service Provider will be correct and accurate and you shall not use a debit/credit card net banking that you do not lawfully own. The. You further agree and undertake to provide correct and valid debit/credit card/net banking details. In default of the above conditions, the Company or the Partner reserves the right to initiate any legal action for recovery of cost/penalty or any other measures, as it may deem fit.
    • The Company may, at its discretion, make available to you, such other payment methods, including a simple bank transfer.
    • While availing any of the payment method/s available on the Platform, the Company will not be responsible or assume any liability whatsoever in respect of any loss or damage arising directly or indirectly to you.
  • Refunds: Legal obligations arise when you perform a Transaction in exchange for Creator’s Services on the Platform. Your right to refund money is limited by our Terms and policies and by the conditions of each relevant Creator. Any payments done by a Subscriber are not refundable. After analyzing certain requests, the Company may choose to refund all or a specific portion of the subscription fee at its absolute and sole discretion.
  • Payment.

You must prepay for any subscription that you order. The Company accepts payment via the payment method indicated before the purchase. You must have a valid accepted form of payment on file to purchase a subscription. You must abide by any relevant Terms of service or other legal agreement, whether with the Company or a third party, that governs your use of a given payment method. The Company will charge your credit card or other forms of payment for the price listed for the relevant subscription, along with any additional amounts relating to applicable taxes, bank fees, and currency fluctuations.

  • Recurring billing.

If you purchase any automatically renewing subscriptions, you hereby authorize the Company or its payment processor to charge the payment method on file on the first day of each billing period for the relevant subscription, and if the payment method on file becomes invalid due to an expired credit card or other similar reason and the Company is unable to charge you on the next billing period, the Company may immediately revoke your access to any subscription you have purchased until you update your payment method. If you fail to update your payment method within a reasonable amount of time, the Company may cancel your subscription.

  • Subscription cancellations.

If you buy a subscription that automatically renews, you may cancel the subscription any time before the end of the current billing period and the cancellation will take effect on the next billing period. You retain access to the subscription from the time you cancel until the start of the next billing period and will not receive a refund or credit for any remaining days in your current billing period. To cancel a subscription, please email us at support@memberwire.com

  • Chargeback / disputed payment policy.

In case of chargebacks claimed by users or disputes raised on any payments, MemberWire holds no responsibility for the authenticity of such chargeback and will abide by the final judgement passed by the payment gateway and the bank that has issued the credit card, debit card or any other medium of completing the transaction, including wallets and upi services.

In the unfortunate event of such chargebacks or disputes, MemberWire shall make honest efforts in recovering the lost amount from the user and expect cooperation from the Creators and may even reach out to the Creator to gather evidence and supporting documents to be submitted to the clearing banks and payment gateways. However, since MemberWire has no control over these chargebacks or disputes, in whatsoever form, the Creator payout relating to such transactions shall be withheld by the platform until the amounts are unconditionally cleared by the clearing banks and payment gateways.

Creator shall not hold MemberWire or any of its representatives responsible for such withholding of the amounts.

  • Risk transaction policy

MemberWire holds all its clients and Creators in very high esteem. To ensure smooth functioning of the platform and a seamless experience for both customers and Creators, we have an internal team that keeps a tab on all the transactions.

If any of the transactions are identified as suspicious or risky by the internal risk team, in any manner possible, MemberWire shall be eligible to classify these transactions into ‘suspense account’.

The kind of transactions that may fall into this category include: credit card/upi/payment wallet/debit card or other payment method wherein the details of the customer do not match to the payment method used for the transaction. Also, wherein a high spender on the platform spends a considerable amount only on one or a particular set of Creator.

On any transactions being identified as ‘risk transactions’, neither the customer; nor the Creator shall get credit for such purchases into their respective accounts till such time these entries are cleared by the banking channels through which the transactions are done. The holdback for such risk transactions could range from 90 days to 180 days depending on the banking channel/partner used for the transactions and MemberWire holds no role to play in these timelines.

User Content

  • You hereby understand and agree that you have read Company’s Community Guidelines and shall abide by them at all times.
  • All content created, added, uploaded, displayed, assigned, transmitted, or put on the Platform by Users (collectively "User Content") is the sole responsibility of the User/Person who created it, whether publicly or privately disseminated. Regardless of anything else in this Agreement, the User is entirely responsible for his or her own User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in acquiescence with all Applicable Laws.
  • You acknowledge that you access all User Content using the Services at your own risk, and you will be solely responsible for any harm or loss you or any other person may suffer as a consequence. We make no representations or warranties that any User Content you obtain on the Platform or through the Services is or will be accurate.
  • The User affirms, represents,and/or warrants that: (i) the User owns or has the necessary licences, rights, consents, permissions, and authorisations to use and authorise the Company to use all User Content, including to enable the Company to include and use the User Content for the purposes and in the manner contemplated by these Terms; (ii) the User has the necessary licences, rights, consents, permissions, and authorisations to include and use the User Content for the purposes, as well as written consent, authorisation, release, and/or permission of each and every identifiable individual person in the User Content to use their name or likeness to enable inclusion and use of the User Content in the manner described. (iii) As a result of its use of the User Content, the Company will not be exposed to any claim, actions, liabilities, loss, or damage.
  • You grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sub-licensable and transferable licence to use, aggregate, reproduce, distribute, display, perform, and otherwise exploit such User Content by submitting any User Content to the Platform, the Services and our (and our successors' and assigns') businesses, including without limitation for promoting and redistributing part or all of the Platform or the Services in any media formats and through any media channels (including, without limitation, third-party websites and feeds), and even after your agreement with us or the Services has come to an end.
  • By contributing any User Content to the Platform, you also give each User a non-exclusive licence (but only to the extent that such User Content is visible to other Users) to access and use any of your User Content that is available to such User on the Platform, including after you have terminated your agreement with us or the Services.
  • Unless otherwise agreed in writing, the following licences granted to us and our Users have no bearing on your other ownership or licence rights in your User Content, including the right to grant additional licences to your User Content. You represent and warrant that you have the necessary rights to grant such licences to us without infringing on or violating the rights of any third parties, including, without limitation, any intellectual property rights, Any other intellectual property or proprietary rights, such as privacy rights, publicity rights, copyrights, trademarks, contractual rights, or any other intellectual property or proprietary rights.
  • The Company: (i) cannot control the User Content and other information made available on the Platform by Users; (ii) does not research, endorse, validate, or certify the User Content and other information submitted/uploaded by Users on the Platform, nor does it assume that all User Content and information will be complete, accurate, truthful, trustworthy, and reliable; and (iii) does not guarantee that all User Content and information will be complete, accurate, truthful, trustworthy, and reliable;
  • All Users are hereby advised that they must not host, display, upload, change, publish, transmit, keep, update, or distribute any content that violates Regulation 3(1)(b) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 which states: (i) belongs to another person and to which the User does not have any right; (ii) is defamatory, obscene, pornographic, paedophilic, invasive of another’s privacy, including bodily privacy, insulting or harassing on the basis of gender, libelous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force; (iii) is detrimental to child; (iv) violates any patent, trademark, copyright or other proprietary rights; (v) infringes on any currently enacted law; (vi) deceives or misleads the addressee about the message's origin, or knows and willfully conveys any material that is obviously false or deceptive in nature but might be reasonably interpreted as a reality; (vii) imitates another person; (viii) threatens the unity, integrity, defence, security or sovereignty of any country, states, or public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting other nation; (ix) contains a computer virus or any other computer code, file, or programme that is intended to disrupt, destroy, or limit the functionality of any computer resource; and (x) is patently false and untrue, and is written or published in any manner with the goal to deceive, harass, or injure a person, entity, or agency for financial benefit.

Mandatory Rules of Conduct

  • As a condition of your use of the Platform and the Services, you promise and undertake not to use the Services for any purpose that is prohibited by these Terms. You are liable for all of your activity related to the Services, as well as the activities of any Person who uses your Account or uses your computers, systems, mobile phones, machines, communication devices, network, and other people's applications and resources.
  • By using the Platform and the Services, you agree explicitly that: (i)Before making any transaction, interaction, or communication on the Platform, you will exercise your own independent and informed judgement; (ii)Before making any transaction, interaction, or communication on the Platform, you will exercise your own independent and informed judgement; (iii) You are not relying on the Content or other data and information on the Platform to make any transaction-related decisions; (iv) Regarding any transaction conducted using the Platform, you are solely responsible for complying with any Applicable Law; (v) You will seek expert counsel as necessary to preserve your interests; (vi) Any transaction conducted through the Platform carries a significant risk of loss and damage, and you acknowledge that you are ready to bear this risk at your own risk; and (vii) Any decision you make as a result of using the Services is at your own risk, and you are willing to suffer the loss after fully comprehending the risks associated in such transactions.
  • You agree not to submit, upload, provide, transmit, distribute, post, store, link, or otherwise share content, information, data, software, and/or materials on the Platform or through the Services (directly or indirectly) that: (i)You do not have the power, permission, or licence to make available, whether by law, contract, or otherwise; (ii) is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, tortious, offensive, profane, contains or displays pornography, or is otherwise inappropriate as determined only by us.; (iii) is untruthful, deceptive, or inaccurate; (iv)is obtrusive of someone else's private; (v)Third-party publicity, proprietary, or intellectual property rights are infringed upon; (vi)impersonates anyone or anything, including any of our employees, agents, representatives, subcontractors, or partners, or falsely declares or otherwise misrepresents your association with anyone, or suggests or implies that the Company endorses any comment you make; (vii)contains anyone's identifying documents, sensitive financial information, or any personal information about another person, as well as any data that could be used to follow, contact, or impersonate that person; (viii)discloses or gives information protected by law, contract, or fiduciary relationship, including but not limited to proprietary or sensitive information of others, insider information or material, or non-public information or impersonate that persons; (ix)constitutes unwelcome or unwanted commercial solicitation; (x) disrupts any Law; (xi) would put you in jeopardy of being prosecuted criminally or civilly (under tort or otherwise); (xii)that encourages or offers instructional information about illegal activity, or that encourages or provides conduct that constitutes an offence; (xiii)has the potential to put us in jeopardy; (xiv)potentially result in us losing our relationship with our Users, clients, business partners, licensors, service providers, or other suppliers in whole or in part; (xv) interferes with or disrupts the Platform/Services, or the servers or networks that make the Platform/Services available, or violates any of the networks' requirements, procedures, policies, or regulations; and (xvi) Threatens a country's unity, integrity, defence, security, or sovereignty, friendly relations with other nations, or public order, or causes incitement to commit any cognizable crime, hampers investigation of any crime, or insults any other nation.You shall not (directly or indirectly): (i) divulge any sensitive, secret, or proprietary information concerning willfully distribute material that you know, or reasonably should know, is secret in nature to yourself or anyone else, in breach of any duty of confidentiality to which you are subject; (ii) omit the source of your content; omit the source of your content; omit the source of your; (iii) use the Platform or the Service in violation of any Applicable Law or any other Applicable Law to which you may be subject; (iv)use the Service in a way that violates any person's lawful privacy rights, or to publish or republish defamatory or libellous statements, or to harass or embarrass anyone; (v)use the Service in a way that could result in any Personperson suffering loss, damage, or physical injury; (vi )utilise the Service for any nefarious or criminal purpose, or to promote illegal activity; (vii) If you are a competitor of the Company or are using the Services for reasons that are competitive with the Company, you must not use the Services; (viii) use the Services, the Content, or any of its features and services in any way that could cause the Services to be interrupted, damaged, disabled, overburdened, or impaired, or interfere with any other person's use and enjoyment of the Services; (ix) bypass, circumvent, or attempt to circumvent any of the measures we may use to prevent or restrict access to the Services (or other computer systems, resources or networks connected to the Services); (x)use the Services to send any type of auto-responder or "spam"; (xi) to “crawl” or “spider” any page of the Platform using human or automatic software, devices, or other processes; (xii) get or attempt to obtain unauthorised access to other computer systems, resources, materials, information, or services available on or via the Platform by any means, including means not explicitly made publically available or provided for through the Platform; (xiii) take any action that places or may place an unreasonably or disproportionately high burden on our (or our third-party service providers') infrastructure (as defined by us in our sole discretion); (xiv) interfering with or attempting to interfere with the Platform's and Services' proper functioning, or any activities done on the Platform; (xv) use the Services to distribute, receive communications or data gathered from, or carry out any activity directed by an injury code, including but not limited to:(a) trojans, (b) keyloggers, (c) viruses, (d) malware, (e) botnets, (f) denial of service attacks, (g) flood or mail bombs, (h) logic bombs, or (i) other malicious in intent actions that the Company reserves the exclusive right to judge; (xvi) make unauthorised use of our services or file fraudulent abuse or misconduct allegations; (xvii) discredit, tarnish, or otherwise cause injury to the Company, including the Platform and Services; (xviii) offer, attempt to offer, trade, or attempt to trade in any thing whose trading is forbidden or restricted in any way under any applicable law, rule, regulation, or guideline in effect at the time; and (xix) use the Platform or Service in violation of these Terms, or do any other activity that is contrary to our rules and policies. When using the Services, you must respect and avoid violating any other person's right, law, or contractual obligation, including, but not limited to, laws prohibiting certain activities: (i)child pornography distribution;(ii)forgery, identity theft, misdirection, or electronic communication interference; (iii) Invasion of personal space; (iv)Sending commercial electronic messages or other marketing or electronic communications without permission is illegal; (v) Securities fraud, wire fraud, money laundering, or terrorist activity are all examples of criminal offences; or (vi) misleading advertising, spreading, or benefitting from deceptive or unfair schemes.
  • You shall not (directly or indirectly): (i) attempt to interpret, decompile, disassemble, reverse engineer, or otherwise derive any source code or underlying ideas or algorithms of any portion of the Services (including without limitation any application); (ii)Any component of the Services may be modified, adapted, or transformed into other works; and/or (iii) Any of the rights you get hereunder may not be copied, rented, leased, distributed, or otherwise transferred.
  • With respect to the Platform and Services, you must follow all Applicable Laws.
  • Anyone utilising your Account, computers, systems, mobiles, machines, communication devices, network, and others' applications and resources to access the Services is also forbidden from engaging in any activity prohibited by these Terms.
  • You shall: (i) be fully responsible for the actions of others who use your access to the Services, and will be held liable for any violations of the Services committed by your sub-Users or Persons who use your Account, computers, systems, mobile phones, machines, communication devices, network, and other applications and resources to gain access to the Services; (ii) Set strong passwords and access control mechanisms, safeguard access to all logins and passwords, and verify the trustworthiness of the Persons entrusted with access to your Account, computers, systems, mobiles, machines, communication devices, network, and other applications and resources and information using proper security protocols; (iii)Notify all persons who have access to the Services of the Terms of these Terms, and let them know that they are legally bound by them; and (iv) If you become aware of a security breach involving the Services, you must tell the Company immediately, and you must cooperate with authorities and/or the Company in any investigation or legal action taken to remedy the security breach.
  • You are fully responsible for any access to and use of the Services. If any violation of this duty results in a legal claim against the Company, you agree to defend, indemnify, and keep the Company harmless from any and all claims and damages.
  • We also reserve the right to access, examine, keep, and disclose any information that we believe is reasonably necessary to fulfil our obligations: (i) comply with any applicable law, legal process, or governmental order; (ii)enforce these Terms, including by looking into any suspected violations, (iii) identify, prevent, or mitigate fraud, security, or technical issues in various ways; (iv) react to your support request; and (v) defend our, our Users', and the public's rights, property, or safety.
  • You are solely liable for any reliance on or other use of the Services that you make. Comments, suggestions, comments, ideas, material, or other information given or transmitted to the Company, whether through the Platform, email, or otherwise (collectively "Feedback"), shall be deemed non-proprietary and non-confidential and will be treated as such. The Company shall have no duty of any type with respect to such Feedback and shall be free to use and distribute the Feedback to others without limitation, including for developing and marketing the Services, subject to the Terms mentioned in the Company's Privacy Policy. Without further permission, notice, or payment of any kind to the User, the Company reserves the right to publish or use the Feedback for promotional or other purposes.All such feedback will become the Company's property. The Company reserves the right to copy, use, reproduce, modify, adapt, translate, publish, licence, distribute, sell, or assign the Feedback in any way it sees fit, including but not limited to copying in whole or in part, creating derivative works from, distributing, and displaying any Feedback in any form, media, or technology, now known or hereafter developed, alone or as part of other works. If you provide Feedback, you represent and assure that you own or otherwise control the rights to the Feedback. You further represent and warrant that such Feedback is free of software infections, commercial solicitation, chain letters, mass mailings, or any other type of "spam’’.You agree not to use a false email address, impersonate anyone, or otherwise mislead the Company about any feedback source. You undertake to hold the Company harmless from any claims based on any claim to any rights in any Feedback, as well as any damages resulting from any Feedback.
  • The enumeration of infractions 
  • In this Paragraph 10 is not meant to be exclusive, The Company has and will exercise its authority to take any action required to protect the Services, Users, and third parties from activities that would be contrary to the purpose of this paragraph.

Privacy

  • We consider the preservation of your privacy to be a fundamental principle. We recognise that you and your personal information are among our most valuable assets. Our Privacy Policy, which is incorporated into and constitutes an integral part of these Terms, regulates our collection, use, and sharing of your personal information.Please take the time to read everything thoroughly. It explains what information we gather from you, as well as when, how, and why we collect it, who we share it with, and when and how you can opt-out. This is valuable information. You expressly consent to our Privacy Policy by visiting the Platform or using our Services.
  • Each Subscriber expressly permits the Company to share their personal and sensitive information with the Creators, including their name, address, phone number, and email address, in order for the Creators to offer their services.
  • As the admittance to the Platform and the Services are extended to the Subscribers and Creators individually to connect with each other, the Subscriber and the Creators will, in their discretion, determine the kind, and how they will disclose their information with each other in accordance to our Privacy Policy and Community Guidelines.
  • The Company has no control over what personal information the Subscriber chooses to share with the Creator and vice versa.
  • User expressly permits to and authorises: (i) For the purposes set forth herein, the Creator may collect, store, utilise, and process the personal and sensitive information given by such User; and (ii)For the purposes set forth herein, the Company may collect, retain, utilise, and process the personal and sensitive information given by such User.

Confidentiality

  • Any and all data and information regarding the Company (“Confidential Information”), whether written, oral, or visual, supplied to it by the Company or which comes into its possession or knowledge from time to time should be kept confidential by each User using commercially reasonable efforts. Except as required by law or as necessary to be revealed on a strictly "need-to-know" basis to implement the Terms of this Agreement, you shall not disclose the Confidential Information to anyone else.

Intellectual Property Rights and Ownership

  • The Company’s Technology, Platform, and Trade Secrets (collectively, the "Company Intellectual Property") are essential trade secrets of the Company. The Company owns and retains all global intellectual property rights and other proprietary rights in and to the Company Intellectual Property, as well as all improvements and advancements related to it. The Users shall not infringe, misappropriate, or breach the Company Intellectual Property in any way, whether directly or indirectly.
  • Except for the Creator's Content and the Users' Content, the Platform and all information and Content available on the Platform, as well as its "look and feel," including but not limited to the Company's Marks, copyrighted works, text, graphics, logos, button icons, images, audio/video clips, data compilations and software, and their compilation and organisation, are the property of the Company, its affiliates, and their respective subsidiaries. Accordingly, you are not permitted to reproduce or use any of these unless we give you special written authorisation of the Services or us.
  • The intellectual property rights of the Company and the Company's Marks referenced in the Platform are the Company's. Any unlawful use of the same is rigorously prohibited and all rights in the same are held by the Company. Any third party may not use any of the Company's Marks without the Company's express written approval.
  • You agree not to use, copy, or distribute any of the Content for any purpose other than those specifically permitted above, including any commercial use, copying, or distribution of Content received through the Platform.
  • We provide each User a non-exclusive, revocable, non-sublicensable, non-transferable, and limited licence to access the Platform exclusively to use the Services, subject to these Terms.
  • Without the prior written permission of the Company or such third party as may be appropriate, nothing on this Platform should be regarded as granting, by implication or otherwise, any right, licence, or title to any of the Company's intellectual property or the Company's Marks. The Company fully reserves and retains all rights. Except as permitted in these Terms, you are absolutely prohibited from misusing any of the Company's intellectual property, the Company's Marks shown on the Platform, or any other Content on the Platform. You should also be aware that the Company regards its intellectual property as one of its most precious assets. Accordingly, it will vigorously pursue its intellectual property rights to the utmost degree permitted by law.

Disclaimer

  • You acknowledge that we are under no obligation to take any action in this regard: (i) which Users are allowed to use the Services; (ii) what Content you are able to access through the Services; or (iii) how the Content may be interpreted or used.
  • The Platform, the Services, and the Content, including without limitation any information delivered as part of the preceding, are provided “as is” and “as available,” with no express or implied warranties of any kind, whether by statute, common law, custom, usage, or otherwise, including, but not limited to, performance, security, integration, quiet enjoyment, satisfactory quality, and implied warranties. Without limiting the above, the Company makes no representations or warranties that: (i) Platform, Services, and Content, which includes, but is not limited to, any items and information given as part of those mentioned above: (a) will suffice your requirements; (b) will be accurate, continuous, timely, secure, or free of errors; (ii) the outcomes that can be derived from its utilisation will be effective, accurate, or trustworthy; (iii) The quality of the Services you purchase or gain access to will meet or exceed your expectations; (iv) Any faults or flaws in the preceding will be remedied, and (v) is devoid of viruses or other potentially hazardous components.
  • The Company expressly disclaims any and all liability for any actions taken as a result of your use of the Platform and Services.You may use and access the Platform and the Services at your own risk, and you are entirely responsible for any damage to your computer system or loss of data that occurs from such use and access.
  • The Company disclaims all duty for any losses, physical injuries, or other harm resulting from your reliance on any advice, ideas, recommendations, or other information offered on the Platform.
  • The Company does not in any way support any advertiser on its Platform. Accordingly, users are encouraged to independently check the authenticity of all material before placing any reliance on it.

Indemnification

  • You agree to indemnify, defend, and hold us, our affiliates, holding companies, subsidiaries, affiliates, and any related companies, licensors, and partners, as well as each of our and their respective officers, directors, employees, consultants, agents, representatives, contractors, content providers, vendors, and suppliers, harmless from all Losses brought against or suffered by any of them as a result of, among other things: (or any third party using your identity or your Account, computers, systems, mobiles, machines, communication devices, network and others applications and resources): (i) use or misuse of, or access to, the Platform, the Services, Content, or any other content created by your Creator; (ii) a breach or violation of these Terms; (iii)Any infraction or breach of any Applicable Law, whether or not explicitly mentioned herein; (iv) any infringement on the rights of a third party; and (v) any dealings you have with other parties. We reserve the right to take only defence and control of any issue otherwise subject to your indemnification, in which case you will cooperate and assist us in exercising any practical/applicable reasons.

Limitation of Liability

  • The Users expressly recognise that the Services are offered with the understanding that the Company will not bear any of the Users' risks. As a result, the Company will never bear any of the Users' risks.
  • The Users further realise and agree that every choice they make in connection with the transactions contemplated hereunder constitutes an assumption of risk. Unless otherwise provided in these Terms, electronicCompany does not and will not underwrite or assume any of the Users' risk.
  • The Company shall not be liable for any liabilities incurred by the Users or any third party as a result of: (i) the Users' failure to comply with these Terms; (ii) the Users' negligent acts; and/or (iii) the Users' violation of any Applicable Law.
  • We, our affiliates, holding companies, subsidiaries, affiliates, and any related companies, licensors, and partners, as well as each of our and their respective officers, directors, employees, consultants, agents, representatives, contractors, content providers, vendors, and suppliers, shall not be liable under any legal or equitable theory with respect to the services: (i) for any lost profits or other economic losses, loss of data and other programmes, loss of opportunity, business interruption, cost of procuring substitute goods or services, or any other special, indirect, incidental, punitive, compensatory, or consequential damages of any kind; (ii) for any bugs, viruses, trojan horses, or the like (regardless of their sources of origination), or (ii) for any direct damages in excess of €50 /- ( Euro Fifty  Only) or the fees (if any) paid to us for the Services (whichever is lower), even if the Company has been advised of, knew of, or should have known about the possibility thereof. You recognise that the fee you pay reflects the risk allocation set forth in these Terms, and that the Company would not enter into this agreement and Terms if these restrictions were not in the electronic Company place, you hereby release the Company from any and all claims originating from your use of the Platform and Services, or from the Company's personnel's actions.In the event of dissatisfaction with the Services or any other issue, your single and exclusive right and recourse is to terminate and discontinue access to or use of the Services.
  • We, our affiliates, holding companies, subsidiaries, affiliates, and any related companies, licensors, and partners, as well as each of our and their respective officers, directors, employees, consultants, agents, representatives, contractors, content providers, vendors, and suppliers, shall not be liable for any bodily injury, loss of life, property loss, or any other accident that arises out of or is related to the Site.
  • The Company will not be liable for any losses or damages resulting from the use (or inability to use) electronic means of communication with the Platform, including, but not limited to, damages resulting from electronic communications failure or delay in delivery, interception or manipulation of electronic communications by third parties or by computer programmes used for electronic communications.

Third Party Services

  • Other websites, services, or resources on the internet may contain links to the Services, and the Services may have links to other websites, services, or resources. The Terms and conditions of use and privacy policies for any website managed, owned, or operated by third parties, not these Terms, govern the use of those websites. You use the internet to access third-party resources at your own risk. We have no control over these other resources, and you agree that we are not responsible or liable for their content, functions, accuracy, legality, appropriateness, or any other part of them. The presence of such a link does not mean that we endorse it or that we are affiliated with its operators. You further understand and agree that we will not be liable, directly or indirectly, for any damage or loss caused or allegedly caused by or in connection with the use of or reliance on any such material, goods, or services accessible on or through any such website or resources. It is your obligation to safeguard your systems from viruses, worms, trojan horses, and other malicious software. The Company expressly disclaims any and all liability arising from your use and/or access to any websites or other material linked to by third parties on the Platform. You agree to keep the Company blameless from any liability that may arise as a result of your usage of third-party links on the Platform.

Copyright Infringement Complaints

  • The Company is sensitive to other people's intellectual property rights, and it forbids its Users from publishing any content on the Platform that infringes on those rights.
  • You may not use the Services in a way that infringes on another person's intellectual property rights, nor shall you use the Platform and Services to publish Content in a way that exposes it to the public in violation of Applicable Laws. Violators' access to the Platform/Services will be terminated in appropriate use and instances by the Company. Suppose a third party notifies us that you have infringed on their intellectual property rights. In that case, we will take all necessary steps, including but not limited to terminating your access to the Platform/Services and exercising all other rights available to us under this Agreement, Applicable Law, and in equity.
  • Copyright owners who think that certain Content on the Platform infringes on their rights can file a complaint (the "Copyright Act"). If you suspect your work has been inappropriately copied and put on the Platform, please send us a written complaint with the details below: (i) the work description with sufficient information to identify the work; (ii) facts proving that the complainant is the only owner or exclusive Licensee of the work's copyright; (iii)facts demonstrating that the copy of the work subject to temporary or incidental storage is an infringing copy of the work held by the complainant and that the allegedly infringing act is not covered by any other act permitted by the Copyright Act; (iv) details of the area where the work is temporarily or inadvertently stored; (v)details of the individual responsible for uploading the material infringing on the complainant's copyright, if known; and (vi)within 21 (twenty-one) days of receiving the notice, the complainant will file an infringement suit in the appropriate court against the person responsible for uploading the infringing copy and provide the orders of the competent court having jurisdiction. On receipt of the written complaint, if the Company is satisfied, based on the details provided in the complaint, that the copy of the work is an infringed copy, it will take steps to prevent such access for a period of 21 (twenty-one) days from the date of receipt of the complaint or until it receives an order from a competent court prohibiting it from doing so. If the complainant fails to show the appropriate court orders with jurisdiction prohibiting it from facilitating access, the Company may restore the work's storage. If the complainant fails to provide the orders of the competent court with jurisdiction within the time frame specified, the Company will not be obligated to react to any subsequent notices sent by the same complaint regarding the same work in the same place.
  • You must send copyright infringement complaints to support@memberwire.com

Section 230(d) notice

In accordance with 47 u.S.C. § 230(d), you are notified that parental control protections (including computer hardware, software, or filtering services) are commercially available that may help in limiting access to material that is harmful to minors. You may find information about providers of these protections on the internet by searching “parental control protection” or similar Terms. If minors have access to your computer, please restrain their access to sexually explicit material by using any of the following products, which the Company provides for informational purposes only and does not endorse: cybersitter™ | net nanny® | cyberpatrol | asacp.

No adult-oriented content. The Company prohibits adult-oriented content on this website, the website doesn't allow adult-oriented content that displays sexualised nudity of human, digital or otherwise artificially generated models (this includes cartoons, drawings, paintings, sculptures and anime. Content must not show the genitals or the buttocks, or have an exclusive focus on these body parts, even if those body parts are censored.

No child pornography. The Company prohibits pornographic content involving minors. If you see any visual media, real or simulated, depicting minors engaged in sexual activity within the website, please promptly report this to the Company at support@memberwire.com. Please include with your report all appropriate evidence, including the date and time of identification. The Company will promptly investigate all reports and take appropriate action. The Company fully cooperates with any law-enforcement agency investigating child pornography.

No prostitution or sex trafficking. The solicitation of prostitution is contrary to the website’s purpose and the Company will not tolerate it in any fashion. Soliciting prostitution on the website is strictly prohibited. The Company will immediately terminate any account used to solicit prostitution.


You must not do any of the following while using the website’s interactive features:

  • Harass, stalk, threaten, embarrass, or cause distress or discomfort to an Creator;
  • Use language that could be considered offensive or likely to harass, upset, intimidate, embarrass, alarm, or annoy;
  • Transmit any information, data, text, files, links, software, communication, or other materials that a reasonable person would consider to be unlawful, harmful, threatening, abusive, harassing, defamatory, libellous, slanderous, vulgar, obscene, hateful, or racially, ethnically, or otherwise objectionable;
  • Create, upload, post, display, publish, or distribute any content that violates another’s copyright, trademark, right of privacy, right of publicity, or other property or personal right (for example, using the name, likeness, image, or other identities of another without proper consent);
  • Distribute messages between you and any Creator;
  • Record, rebroadcast, or distribute any video or other content found on the website;
  • Post private or personal data about any person;
  • Request personal data from or share your personal data with any Creator, including financial information, email address, telephone number, or mailing address;
  • Request money from, or otherwise defraud, a Creator;
  • Impersonate any person;
  • Discuss or engage in any activity that may be considered obscene in your community or maybe generally considered obscene worldwide, including paedophilia, the exploitation of children, age-play, incest, rape, extreme violence, genital mutilation, sadomasochistic abuse or bondage, torture, bestiality, necrophilia, urination, defecation, “going to the bathroom,” enema play, vomiting, menstrual bleeding, or paraphilia;
  • Offer or solicit money or other consideration in exchange for sex;
  • Advertise, promote, or solicit prostitution or escort services;
  • Promote or advertise firearms or other weapons, tobacco, drugs, or drug paraphernalia;
  • Discuss, facilitate, or promote any illegal activity (including posting links to other websites that deal with illegal activities), or advocate, facilitate, promote, or assist any unlawful act;
  • Post or transmit any unsolicited advertising, promotional materials, or other forms of solicitation through the website, including the solicitation of Creators for commercial ventures or for prostitution or escort services;
  • Transmit “junk mail,” “chain letters,” or “spam;” or
  • Engage in antisocial, disruptive, or destructive behaviour, including “bombing,” “flaming,” “flooding,” “trolling,” and “grieving” as those Terms are commonly understood and used on the internet.

 


Legal defense of a claim.

The indemnified party has control over defending a claim for a loss (including settling it) unless the indemnified party directs you to control the defence. If the indemnified party directs you to control the defence, you will not settle any litigation without the indemnified party’s written consent if the settlement (1) imposes a penalty or limitation on the indemnified party, (2) admits the indemnified party’s fault, or (3) does not fully release the indemnified party from liability. You and the indemnified party will cooperate with each other in good faith on a claim.


Termination

  • You have the option to discontinue using the Platform and Services at any time.
  • When the subscribed Creator's Services are completed or delivered, the Subscribers' access to the Creator's Services will expire after a certain period of time. We reserve the right to terminate your access to and usage of the Platform and Service(s) at any time:
    • you violate the Terms in any way (or act in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);
    • If any costs for the Services are not paid on time, you will be charged a late fee;
    • You abuse, threaten, bully, or harass our employees or us physically, verbally, or in any other way (in such circumstances, we may alternatively suspend or restrict your access to the Services); or
    • You have made numerous complaints in poor faith or without a reasonable basis, and you have refused to stop even after we have requested you to do so (in such circumstances, we may alternatively suspend or restrict your access to the Services).
  • If we are compelled to do so by Applicable Law, we may terminate your permission to access and use the Platform and the Service(s) at any time.
  • You must destroy and remove all copies of any intellectual property owned by the Company that you received through the Services from any computers, devices, equipment, and other storage media if your access to the Platform or Services is terminated for any reason.
  • All licences, rights, and services granted by the Company to the Users will terminate immediately upon termination. Any termination of your Account may result in the forfeiture and destruction of any information associated with it.
  • Any and all rights granted to the User will be immediately terminated upon termination, and the User must cease all use of the Services immediately.
  • Termination of these Terms, any licence, or a User's access to the Platform and Services does not relieve any User of their obligation to pay all fees that have accrued or are otherwise owed to the Company, nor does it alleviate any User of their obligation to pay all fees that have accrued or are otherwise owed to the Company.
  • All provisions of these Terms that, by their nature, should survive termination, including, without limitation, the provisions governing any licences you have granted to us, intellectual property ownership, warranty disclaimers, indemnity, and limitation of liability, shall survive termination.

Miscellaneous Provisions

  • Force Majeure: The Company shall not be liable to the Users or any other Persons, nor shall it be deemed to be in breach of these Terms, as a result of any delay or deficiency in performing, or any failure to perform, any of its obligations concerning the Services or other obligations hereunder, if Force Majeure caused the delay,immediately , or failure. For the purposes of these Terms, "Force Majeure" means any event beyond the Company's reasonable control, such as acts of God, acts of Governmental Authorities, legislative changes, malicious third-party attacks on the Platform, electrical power fluctuations or failures, electrical or electromagnetic stress, environmental factors, failure of public utilities, and labour disputes,Acts of terrorism, blockades, import or export regulations or embargoes, national emergency, rainstorms, earthquakes, fires, flooding, explosion, or other unusual weather conditions or natural disasters, acts of terrorism, accidents, sabotage, strikes, shortages in material or supply, destruction of service facilities, infectious diseases, epidemics, and travel restrictions or travel warnings.
  • Specific Relief:You acknowledge that your unauthorised use of the Services and/or Platform may cause irreparable harm and injury to the Company, its affiliates,and/or licensors, for which monetary damages would be insufficient.As a result, in the event of such unauthorised use, we, our affiliates,and/or licensors (as applicable) shall have the right to seek an instant injunction against you, banning any further use of the Services and/or the Platform, in addition to any other legal remedies available.
  • Waiver:The Company's failure to require performance of any provision of these Terms does not affect the Company's right to full version at any time after that, and the Company's waiver of a breach of any provision hereof does not constitute a waiver of a similar violation in the future or of any other breach. No waiver shall be effective unless it is in writing and signed by a Company authorised representative.
  • Entire Agreement: These Terms, along with all related agreements and policies incorporated by reference, represent the complete agreement between you and the Company regarding the subject matter hereof.
  • Independent Rights :Each of the Company's rights is separate, cumulative, and unaffected by any other rights it may have under law, equity, or otherwise, and the exercise or non-exercise of any of these rights does not preclude or constitute a waiver of the Company's other rights, whether under these Terms or otherwise.The Company's rights under any term of these Terms, in law or in equity, shall be in addition to any other rights the Company may have under any other provision of these Terms.
  • Severability: If any part of these Terms is found to be unlawful, invalid, or unenforceable under current or future laws, it will be totally severable. Following that, these Terms will be construed and enforced as if the illegal, invalid, or unenforceable provision never existed, and the remaining provisions of these Terms will remain in full force and effect, unaffected by the unlawful invalid, or unenforceable provision or its severance from these Terms. Furthermore, in place of each such unlawful, invalid, or unenforceable provision, we will include in these Wording a provision as close in Terms as practicable to the illegal, invalid, or unenforceable provision while remaining legal, valid, and enforceable.  
  • Evidence: You agree not to object to the admission of these Terms as evidence in judicial actions, subject to the Applicable Laws of Evidence.
  • Proof: Any data stored in our systems can be utilised as evidence for anything relating to your usage of our Services and Platform. This information, like any written document, can be utilised in legal processes.
  • Assignment: These Terms and the agreement they represent are personal to you and cannot be assigned or transferred. Without your approval, we may assign, transfer, or delegate any of our rights and duties under this Agreement to any Person.
  • No Agency: These Terms do not form any agency, partnership, joint venture, or employment arrangement, and neither party has any authority to bind the other in any way.

RAZR TECH S.A.R.L-S


9 AVENUE DES HAUTS-FOURNEAUX


4362 ESCH-SUR-ALZETTE


LUXEMBOURG


DATABASE ADMINISTRATOR - SUPPORT@MEMBERWIRE.COM


LAST UPDATED: 6th SEPTEMBER 2021