Terms and Conditions

These Terms and Conditions ("Terms") govern access to and use of the MembershipPortal website, hosted membership platform, member portal, mobile application, and related services (collectively, the "Services"). By accessing or using the Services, you agree to these Terms.

If you use the Services for an association, society, employer, or other organization, you represent that you have authority to bind that organization. In that case, "you" includes the organization. If you do not agree or lack that authority, do not use the Services.

A signed order form, service agreement, data-processing addendum, or other written agreement between MembershipPortal and an organization controls if it conflicts with these Terms.

You must provide accurate information, use the Services only if you can form a binding contract, and comply with laws that apply to you. Organization administrators are responsible for authorizing users, assigning appropriate roles, and promptly removing access that is no longer needed.

Keep credentials and authentication factors confidential. Do not share an individual account or allow another person to impersonate you. Notify your organization and MembershipPortal promptly if you suspect unauthorized access. You are responsible for activity under your account to the extent permitted by law.

Subject to these Terms and any customer agreement, MembershipPortal grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for their intended membership, payment, publication, communication, and access-management purposes.

You may not:

• break the law, infringe rights, mislead others, or facilitate harm;
• access another organization's data or exceed assigned permissions;
• probe, disrupt, overload, or bypass security or usage controls;
• introduce malicious code or use automated access that harms the Services;
• reverse engineer or copy the Services except where law expressly permits it;
• resell or sublicense the Services without written permission; or
• upload content you lack the right or lawful basis to process.

You must use exported member data and protected contact information only for authorized organization purposes and with appropriate safeguards.

As between MembershipPortal and a customer organization, the organization retains its rights in information and content it submits to the Services ("Customer Data"). The organization grants MembershipPortal permission to host, copy, transmit, display, and otherwise process Customer Data as needed to provide, secure, support, and improve the Services and to meet legal obligations.

The organization is responsible for the accuracy, legality, notices, consents, instructions, and retention policies applicable to its Customer Data. Each user is responsible for content they submit and for respecting other users' privacy and intellectual-property rights.

Our Privacy Policy explains how MembershipPortal handles personal information. A customer agreement or data-processing addendum may provide additional privacy terms.

Organizations may use Stripe-hosted checkout and other external services with MembershipPortal. Those providers' terms and privacy practices apply to their services. MembershipPortal is not a bank, card network, or money transmitter and does not control a provider's independent decisions, availability, or fees.

Subscription fees, implementation charges, payment timing, taxes, renewal, cancellation, refunds, and related commercial terms are set out in the applicable order form or customer agreement. Unless that agreement says otherwise, amounts due are non-refundable except where required by law.

MembershipPortal and its licensors own the Services, including software, designs, documentation, trademarks, and other materials, excluding Customer Data. These Terms do not transfer ownership or grant any implied license.

If you voluntarily provide feedback, you grant MembershipPortal a worldwide, perpetual, irrevocable, royalty-free right to use it without restriction or compensation, provided we do not publicly identify you as its source without permission.

Each party must protect the other's non-public information using reasonable care and use it only to perform or receive the Services. This duty does not cover information that becomes public without breach, was already lawfully known, is independently developed, or is received lawfully without a confidentiality duty. A party may disclose information when legally required after giving notice when permitted.

We may maintain, update, or change the Services. Features may depend on customer configuration, third-party services, or a separately agreed release plan. We will not materially reduce contracted core functionality during a paid term except as permitted by the customer agreement or reasonably necessary for security, law, or third-party changes.

We may limit or suspend access when reasonably necessary to address a security risk, unlawful activity, material breach, nonpayment, harm to the Services or others, or a legal requirement. When practical, we will give notice and an opportunity to remedy the issue.

You may stop using the Services at any time. An organization's right to terminate a paid service and any transition or export assistance are governed by its customer agreement. MembershipPortal may terminate access for a material breach that is not cured after reasonable notice, or immediately when necessary for security, safety, or law.

On termination, your right to use the Services ends. Provisions that by their nature should continue will survive, including ownership, confidentiality, payment obligations, disclaimers, liability terms, and dispute provisions. Customer Data is returned or deleted as described in the customer agreement and applicable law.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." MEMBERSHIPPORTAL DISCLAIMS IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

MembershipPortal provides operational software, not legal, tax, accounting, or financial advice. Organizations remain responsible for their policies, decisions, records, communications, filings, and compliance obligations.

Liability limits, exclusions, indemnities, insurance requirements, and remedies for paid organizational use are governed by the applicable customer agreement. Nothing in these Terms excludes liability that cannot lawfully be excluded.

To the fullest extent permitted by law, MembershipPortal will not be liable under these Terms for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, or data. If no customer agreement applies, MembershipPortal's aggregate liability arising from the Services will not exceed the greater of $100 or the amount you paid MembershipPortal for the Services during the 12 months before the event giving rise to the claim.

If you use the Services for an organization, that organization will defend and indemnify MembershipPortal from third-party claims arising from its Customer Data, unlawful use, or material breach of these Terms, except to the extent caused by MembershipPortal.

The customer agreement identifies the governing law and dispute process for organizational use. If no customer agreement applies, the governing law and forum will be determined by applicable law. Before filing a claim, contact us and allow 30 days for an informal attempt to resolve the dispute, unless urgent relief is needed or law requires otherwise.

Neither party is responsible for delay caused by events beyond its reasonable control. You may not assign these Terms without our written consent, except as part of a permitted business reorganization. We may assign them in connection with a merger, acquisition, reorganization, or sale of the Services. If one provision is unenforceable, the rest remain effective. A waiver must be in writing. These Terms and applicable written agreements are the complete agreement about their subject matter.

We may update these Terms to reflect changes to the Services or law. We will post the revised Terms, update the date above, and provide additional notice when required. Changes apply prospectively. Continued use after the effective date constitutes acceptance where permitted by law.

Questions about these Terms may be sent to support@membershipportal.org.