Terms Of Use, Privacy Policy & GDPR

Overview

MemberGate is strongly committed to safeguarding consumer privacy

We operate under the following set of strict privacy principles:

1. The only information we obtain about our members is information needed to process transactions whenever a purchase is made.

2. That information is never sold, swapped or traded for any commercial purpose

3. That information would only be disclosed if required to do so by a court-ordered authority (eg police)

4. Some clients allow us to list their sites on our Active Sites list

Please click on the sections below to read, understand and exercise your data rights

Data Categories

GDPR Granular Consent: 3 Data Catergories

At MemberGate we have 3 categories of Membership required to provide our services:

  1. Visitor
  2. Guest
  3. Client

This section is provided to help you understand your rights and make an informed decision about the consent needed to collect, store and process data at each level

1. Visitors

Visitors are people who have navigated to our site

The only consent required from Visitors is consent for our cookies 

Our cookies enable us to manage your visit and remember and preferences made - eg: to remember whether a visitor consented to cookies and so disable the pop-up notice

We use Google Analytics to tell us which pages are more popular and we use that to guide our content

Visitors can contact us using the Contact Form provided

Visitors can join the site as Guest Members

Either action will escalate the Visitor to "Guest" status

2. Guests

Guests are Visitors who have taken an extra consent step:

  1. Completing the Contact Form
    As this requires an email to reply to, Guests give consent to the message being sent to us using secure transmission.
    Guests consent to us responding to that message
    The thread is kept to ensure continuity of correspondence
    All emails are retained to protect our company in the event of litigation

  2. Completing the Guest Membership form
    The form requires the Guest to provide 'Member Data': name, email, username, strong password and a site url
    Member Data is stored, securely in our Members Database
    Member Data is needed to allow the Guest to login and access privileged content in the Members Area
    Member Data allows the Guest to participate in private forums
    Member Data is also used to provide access to the Demonstration Site
    Guest Membership is limited to 3 months, after which it will expire and the Guest will have to re-join

    If a site url is provided, one of our team will visit that site to check for suitability for use as a MemberGate powered site

    The contact name and email address is copied to our email service
    The email service will send a confirmation message for permission to follow-up with the Guest
    We do not sell, swap or trade email addresses
    Emails are used to help Guests progress their interest into running their own membership website powered by MemberGate
    Each message sent via our email service includes an unsubscribe link
3. Clients

Clients are Guests who have taken an extra consent step: 

Complete a subscription form to order a MemberGate powered site
The subscription form requires consent from the Client to provide address and payment information
This data is used to verify the subscription and process the transactions
The data is transmitted over secure channels to the card processing Gateway (Stripe.com)
We never know your full card data - it is encrypted and sent directly to Stripe
The expiry date and last four numbers are stored to allow Clients to check their accounts - as per credit card rules (PCIDSS)
Clients can access their records at any time by clicking on the Manage Your Account link in the footer
Clients can unsubscribe at any time and the service will be terminated accordingly
Transactional data is retained for accounting and legal requirements

Right of Access - Members can verify their information at any time using the Manage Your Account link in the Members Area footer

Data Protection

GDPR - General Data Protection Regulations

The EU General Data Protection Regulation (GDPR) replaces the Data Protection Directive 95/46/EC and was designed to harmonize data privacy laws across Europe, to protect and empower all EU citizens data privacy and to reshape the way organizations across the region approach data privacy

MemberGate Privacy Policy already complies with GDPR standards
For clarification:

Lawful Basis for Processing: 

(a) Consent: Each member must give clear consent for us to process their personal data to subscribe or purchase products and services from MemberGate

(b) Contract: As an eCommerce, site the processing of personal data is necessary for contractual delivery of products and services

(c) Legal obligation: The processing of data is necessary for MemberGate to comply with the law

How We Use Your Data: 
1 Personally identifiable data is requested to process subscriptions and other payments 
This is encrypted and held, securely by our authorised payment gateway: Stripe.com 
We do NOT hold credit card information
Personally identifiable data sent to us via forms on our site is always secured using the latest encryption - currently TLS 1.2
3 Personally identifiable data is stored on our secure database and is used to allow us to identify, service and support our subscribers and buyers
4 Personally identifiable data is retained to meet legislative and tax reporting and investigation requirements 
5 Subscribers can instantly and at any time access and manage their personally identifiable record by navigating to 'Manage Your Account' link on the footer of every page.
Your account history is portable as it can be exported in a CSV format
6 Subscribers have the right to withdraw permission which they can do by clicking on the unsubscribe link in our communications or using the Contact Page 
7 Subscribers have the right to be forgotten which they request by email using the Contact Page 
(Data will be deleted as permitted by legislative requirements)

Your Obligations - Terms Of Use (TOS)

If you cannot meet these requirements, then DO NOT SUBSCRIBE

To protect your personal data, you have to do your part:

1 You must not share your login credentials with ANY third party
2 You must use a 'strong' and 'unique' password
3 You must secure your email account at all times
4 You must tell us if someone hacks your email account, so we can take immediate action to protect your data
5 You must be over 18


Terms of Use

We invite our Guests, Members and Subscribers to enjoy all the features this site has to offer. But we must require that everyone abides by certain rules so that no one's rights are stepped on.

Failure to abide by these rules can result in immediate termination of access to this site, without refund or recourse.

Terms of Use

  1. Do not share your logon passwords and user name. 
    Our system is designed to detect this immediately, and suspend any account where more than one person signs on using the same username and password.
  2. Do not reprint, republish, repost, or otherwise distribute or transmit content or images presented on this site. Downloading is easy, but just because you may be able to copy our content doesn't mean you own it. Unauthorized use of or copying of our content, trademarks, and other proprietary material can subject you to civil or even criminal liability. 
    Please don't violate our copyright.
  3. No advertising, trading of goods or services, or other commercial use is allowed except in classified ad forums. No bulk e-mail, junk mail or spam, chain letters, or repeat postings of the same message is permitted anywhere on the forums.
  4. Please use your own name when posting to the discussion forums. Do not impersonate anyone else.
  5. Treat other subscribers with courtesy and respect when posting messages to the discussion groups. No unnecessary name calling or abuse toward any subscriber is allowed.
  6. Please avoid shouting (using all capital letters) in the discussion forums.
  7. Do not use vulgarity, obscenity, profanity, ethnic slurs, hate speech, or sexually explicit language, or harass, abuse, or threaten other subscribers in the discussion forums. Do not libel or defame others. This site strongly disapproves flaming.
  8. When you post content in the discussion forums, you permit this site to display and distribute the content, and to use it for advertising and promotion. You grant to this site the complete, perpetual, but non-exclusive right to use, reproduce, modify, adapt, translate, distribute, sub-license, etc. the content in whole or in part, throughout the world and universe, on a royalty-free basis.

    We do not try to edit or to monitor messages posted on the discussion forums, but we reserve the right to edit or remove objectionable postings. The person posting a message is solely responsible for it, not this site. Violators may be permanently banned from using the forums, or even have their subscriptions terminated.

Copyright and Trademark Law

All editorial content and graphics on this site are protected by U.S. copyright and international treaties and may not be copied or re-used without the express written permission of this site, which reserves all rights

Privacy

Overview

We are strongly committed to safeguarding consumer privacy on our Web site. We operate under the following set of strict privacy principles:

The only information we obtain about our members is information we need to process credit card charges for membership fees.
That information is never sold, traded or bartered

Personally identifiable information provided by members (name, e-mail or home address, etc.) is never disclosed to anyone.

Login Cookie

Each time a member logs into our site, we store a temporary "cookie" in the browser files of the member computer.
This cookie is used during your online session to allow you secure access to the member's area, without repeatedly requiring you to re-enter your username and password.

Whenever you log off or leave the site, the cookies file is automatically removed.

External Links

In order to provide visitors with greater value, some of our pages may provide links to various third party Web sites. In no case, is member information or 'cookies' provided to the third party sites.

However, keep in mind that many sites do attempt to capture visitor information when you browse those sites. Once you leave our site, we are not able to alert you should another site attempt to gather information from your browser.

Private Forums

We provide our members with a multi-tiered message board that makes sharing information with other members easy. To protect your privacy when posting or replying to messages in the message board, your personal information and email is not revealed.

However, remember that any information that you disclose in the message board areas can be read by all other members, so exercise caution when deciding to disclose your personal information.

Security

Our Web site has security measures in place to protect the loss, misuse and alteration of the information under our control. We employ strict security measures to safeguard online transactions; personal information is stored in a secured database and always sent via an encrypted Internet channel.

Choice/Opt-In

Our site gives users the opportunity to opt-in to receive communications from us. You can be assured that we never reveal, sell, or make available your email address to anyone for any purpose. This site also gives users the following options for removing their information from our database in order to stop receiving communications or our service.

Limitation of Liability

THIS SITE PROVIDES THE INFORMATION, SERVICES AND PRODUCTS ON THIS WEBSITE "AS IS" WITHOUT WARRANTIES OF ANY KIND. YOU ALSO AGREE THAT THIS SITE SHALL NOT BE RESPONSIBLE FOR ANY CONTENT FOUND ON THIS SITE FORUMS AND THAT YOUR USE OF THIS SITE FORUMS AND ANY DOWNLOADING OF MATERIALS FOUND ON OR THROUGHOUT THIS SITE FORUMS IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER OR DATA THAT RESULTS.

ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE HEREBY DISCLAIMED TO THE FULL EXTENT PERMITTED BY LAW. THIS SITE DOES NOT WARRANT THAT THE USE OF PERFORMANCE OF THIS WEBSITE WILL BE TIMELY, UNINTERRUPTED OR FREE OF ERROR, OR THAT THIS WEBSITE OR ITS SERVER WILL BE FREE OF VIRUSES. IN NO EVENT SHALL THIS SITE, ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES BE LIABLE FOR ANY LOSS OR INJURY, DIRECT OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR ANY DAMAGES WHATSOEVER ARISING FROM THE USE OR PERFORMANCE OF THIS WEBSITE OR FROM ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED THROUGH THIS WEBSITE, EVEN IF THIS SITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT APPLICABLE LAW PREVENTS THE EXCLUSION OF LIABILITY FOR CERTAIN WARRANTIES, SUCH EXCLUSION DOES NOT APPLY TO YOU TO THE EXTENT LIMITED BY LAW. 

If you have questions regarding our Terms Of Service, feel free to let us know, using our Contact Page

Cookie List

MemberGate uses cookies to enhance viewer experience, personalise viewer experience and to analyse our traffic

Here is a list of the cookies in use and their function

Cookie Name
Use

Each time a member logs into our site, we store a temporary "cookie" in the browser file of the computer, mobile or other device.

This cookie is used during your online session to allow access to the member's area, without repeatedly requiring you to re-enter your user name and password.

You can remove these cookies at anytime in your browser settings, however, the site will not function effectively

Your consent applies to the following domains: MemberGate.com

External Links

In order to provide visitors with greater value, some of our pages may provide links to various third party Web sites. In no case, is member information or 'cookies' provided to the third party sites.

However, keep in mind that many sites do attempt to capture visitor information when you browse those sites. Once you leave our site, we are not able to alert you should another site attempt to gather information from your browser.

Private Forums

We provide our members with a multi-tiered message board that makes sharing information with other members easy. To protect your privacy when posting or replying to messages in the message board, your personal information and email is not revealed.

However, remember that any information that you disclose in the message board areas can be read by all other members, so exercise caution when deciding to disclose your personal information.

Security

Our Website has multiple security measures in place to prevent the loss, misuse and alteration of the information under our control.

We employ strict security measures to safeguard online transactions; personal information is stored in a secured database and always sent via an encrypted Internet channel

Communications Opt-In

Our site offers the opportunity to opt-in to receive communications from us
You can be assured that we never reveal, sell, or make available your email address to anyone for any commercial purpose.
Each message we send includes the option for cancelling and removing your information

Member Rules

We invite our members to enjoy all the features this site has to offer. But we must require that members abide by certain rules so that no one's rights are stepped on.

Member Rules

  1. All members will treat other members with courtesy and respect when posting messages to the discussion groups. No unnecessary name calling or abuse toward any member is allowed.

  2. No profanity shall be posted in messages to the discussion group. Members who post messages with profanity or obscenity will have their membership terminated.

  3. No sharing of member logon passwords and user names. Our system is designed to detect this immediately, and suspend any account where more than one person signs on using the same username, password.

  4. No reprinting, republishing reposting or redistribution of information, images, etc., presented on this site, to any other site. Doing so is violation of our copyright

Failure to abide by these rules can result in immediate termination of membership without refund and further legal action as required

Data Breach Policy

Data Breach Policy
  1. Every care is taken to protect personal data from incidents (either accidentally or deliberately) to avoid a data protection breach
  2. This Policy sets out the procedure to be followed to ensure a consistent and effective approach is in place for managing data breach and information security incidents
  3. This Policy relates to all personal and sensitive data held by MemberGate Limited, regardless of format
  4. This Policy applies to all staff
  5. For the purpose of this Policy, data security breaches include both confirmed and suspected incidents
  6. An incident in the context of this Policy is an event or action which may compromise the confidentiality or integrity of personal data, either accidentally or deliberately
  7. An incident includes but is not restricted to, the following
    • Loss or theft of personal data or equipment on which such data is stored (e.g. loss of laptop, USB stick, iPad/tablet device, or paper record)
    • Equipment theft or failure
    • Unauthorised use of, access to or modification of data
    • Attempts (failed or successful) to gain unauthorised access to personal data
    • Unauthorised disclosure of personal data
    • Hacking
    • Human error
    • Phishing
  8. All staff members are responsible for reporting data breach and information security incidents immediately to the Managing Director
  9. If the breach occurs or is discovered outside normal working hours, it must be reported as soon as is practicable
  10. The report will include full and accurate details of the incident, when the breach occurred (dates and times), who is reporting it, if the data relates to people, the nature of the information, and how many individuals are involved
  11. The Managing Director will first determine if the breach is still occurring and take the appropriate steps to minimise the effect of the breach.
  12. An initial assessment will be made by the Managing Director and with relevant staff members to establish the severity of the breach 
  13. The Managing Director will determine the suitable course of action to be taken to ensure a resolution to the incident
  14. An investigation will be undertaken by the Managing Director immediately and wherever possible within 24 hours of the breach being reported
  15. The Managing Director will investigate the breach and assess the risks associated with it, for example, the potential adverse consequences for individuals, how serious or substantial those are and how likely they are to occur.
  16. The investigation will take into account the following:
    •  the type of data involved
    •  it's sensitivity
    •  the protections in place (e.g. encryptions)
    •  what's happened to the data eg, has it been lost or stolen
    •  whether the data could be put to any illegal or inappropriate use
    •  who the individuals are, number of individuals involved and the potential effects on those data subject(s)
    •  whether there are wider consequences to the breach
  17. The Managing Director will report the incident to the Information Commissioner's Office within 72 hours 
  18. The Managing Director will report the incident to the MemberGate Client within 72 hours and will coordinate notification to the members affected
  19. Notification to the individuals whose personal data has been affected by the incident will include a description of how and when the breach occurred and the data involved. Specific and clear advice will be given on what action has already been taken to mitigate the risks
  20. The Managing Director must consider notifying third parties such as the police, insurers, bank and credit card companies
  21. Once the incident is contained, the Managing Director will carry out a full review of the causes of the breach; the effectiveness of the response(s) and instigate corrective action to systems, procedures and controls to minimise the risk of similar incidents occurring

License & Terms Of Service

MemberGate Terms Of Service Overview

These "Terms Of Service" (TOS) apply "MemberGate", "MemberGate Software", "MemberGate Infinity" and form part of the License to use MemberGate Software

MemberGate operates as a Software As A Service

Licensees agree to the TOS of the MemberGate Infinity Subscription as part of the License

The License is valid only while the subscription is current

Support is only available to MemberGate Infinity sites using Tokenized Payments - all earlier versions are unsupported and are deemed INSECURE

MemberGate does not support sites which store credit card information

MemberGate Software License

Software License

This agreement is legally binding between: 

a) MemberGate Limited, (the “Licensor”) with a principal place of business at 17 Bridgegate, Howden, Yorkshire England UK DN14 7AE

and 

b) The subscribing publisher or publishers (the "Licensee") located at the address and using the URL specified on the online order form.

By completing the "Terms Of Use" checkbox at the foot of the Order Form, the Licensee has acknowledged reading this agreement and further agrees to be bound by this legal agreement. 

LICENSOR'S SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD). LICENSOR DOES NOT SELL OR TRANSFER TITLE OF THE LICENSED SOFTWARE TO THE LICENSEE. 
THE  LICENSE OF THE LICENSED SOFTWARE WILL NOT COMMENCE UNTIL THE SUBSCRIPTION HAS COMMENCED AND AN AUTHORIZED REPRESENTATIVE OF LICENSOR HAS RECEIVED, APPROVED, AND EXECUTED THE INSTALLATION OF THE SOFTWARE. 

1. Definitions: 
(a) “Software” means the computer program MemberGate Content Publisher and documentation for MemberGate Content Publisher. (b) “Install” means placing the Software on a web site. (c) “Use” means (i) executing or loading the Software into computer RAM on local or internet connected computer or other primary memory, and (ii) copying the Software for archival or emergency restart purposes. 

2. Grant of Rights: 
Licensor hereby grants to Licensee, and Licensee accepts, a nonexclusive nontransferable, nonsublicensable revocable (in accordance with the terms hereof) license to use MemberGate Content Publisher in object code form only (collectively referred to as the “Software”), and any accompanying User Documentation, only as authorized in this License Agreement. The Software may be used on a single web site owned by Licensee, or if Licensee is a company or corporation, a single web site owned by Licensee company or corporation. Licensee agrees that Licensee will not assign, sublicense, transfer, pledge, lease, rent, or share Licensee's rights under this License Agreement. Licensee agrees to make no efforts to reverse assemble, reverse compile, or otherwise translate the Software. No efforts to reverse assemble, reverse compile, or otherwise translate the Software may be made by any person under Licensee's authority or control. 

Licensee agrees that Licensee will not modify the Software. No efforts to modify the Software may be made by any person under Licensee's authority or control. If Licensee modifies the Software, this License is automatically terminated. 

Licensee may make a copy of the Software for backup purposes. Any such copy of the Software shall include Licensor's copyright and other proprietary notices. Except as authorized under this paragraph, no copies of the Software or any portions thereof may be made by Licensee or any person under Licensee's authority or control. 

3. License Fee Options. 
The Licensee can choose between two payment preferences:  

a) Subscription
In the event the Licensee chooses the subscription option, then Licensee agrees to pay Licensor the prevailing subscription fee as listed at the time on the MemberGate payment form with a minimum 3 month commitment. The license fees paid by Licensee are paid in consideration of the licenses granted under this License Agreement. This includes creation, installation and set up of the databases, latest version of the software code-base, ongoing updates, enhancements, bug fixes and support. 

b) License Fee
If the Licensee chooses the option the $4,995 option, then Licensee agrees to pay Licensor the license fee set forth in this agreement, a sum of Four Thousand Nine Hundred and Ninety Five dollars ($4,995). The license fees paid by Licensee are paid in consideration of the licenses granted under this License Agreement. This includes installation of the latest version of the code-base, custom site design and one year of updates, enhancements, developments, fixes and support.
After 12 months of updates and support, Licensee will pay the Infinity SaaS for continued support and updates

Support
Support is only available by subscription - Software as a Service (SaaS)
Monthly or Annual Subscriptions are for the period following the payment are non-refundable.

Taxes
Licensee is solely responsible for payment of any taxes (including sales or use taxes, intangible taxes, and property taxes) resulting from acceptance of this license and possession and use of the Software, exclusive of taxes based on Licensor's income. Licensor reserves the right to have Licensee pay any such taxes as they fall due to Licensor for remittance to the appropriate authority. Licensee agrees to indemnify and hold harmless Licensor from all claims and liability arising from Licensee's failure to report or pay such taxes. 

4. License Term:
This License Agreement is effective upon Licensee's payment of the License or Subscription. 
This License Agreement remains in force until Licensee stops subscribing or until Licensor terminates this License because of Licensee's failure to comply with any of its terms and conditions.

5. License Termination: 
In the event Licensee fails to comply with any obligations under this Agreement, breaches any term and condition hereunder, or fails to make any payment to Licensor when due, Licensor shall have the right, without notice, to terminate or suspend Licensee's license to the Software (without limiting Licensor's rights and remedies hereunder or under applicable law). 
Licensee can terminate the Agreement at any time after 3 months minimum subscription (see 3a)

6. Return of Software Upon Termination: 
Upon termination of this License, Licensee shall return to Licensor the original and all copies of this Software including partial copies and modifications. Licensor shall have a reasonable opportunity to conduct an inspection of Licensee's place of business or web site to assure compliance with this provision. 

7. Limited Warranty: 
Licensor warrants, for Licensee's benefit alone, that the Software conforms in all material respects to the specifications for the current version of the Software as on the date of this License Agreement as set forth in writing in the User Documentation. This warranty is expressly conditioned on Licensee's observance of the operating, security, and data-control procedures set forth in the User's Manual included with the Software. THE SOFTWARE IS PROVIDED “AS IS.” LICENSOR DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED PROMISES, REPRESENTATIONS, AND WARRANTIES, INCLUDING BUT NOT LIMITED TO ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. 

8. Limitation of Liability: 
LICENSOR'S SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IS, IN LICENSOR'S SOLE DISCRETION, (I) THE REPAIR OR REPLACEMENT OF THE SOFTWARE ACCORDING TO THE LIMITED WARRANTY ABOVE, OR (II) THE RETURN TO THE LICENSEE OF THE LICENSE FEE PAID TO LICENSOR FOR THE USE OF THE SOFTWARE. IN NO EVENT SHALL LICENSOR'S CUMULATIVE LIABILITY TO LICENSEE OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE LICENSE FEE PAID TO LICENSOR FOR THE USE OF THE SOFTWARE. 

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES FOR ATTORNEY FEES AND COURT COSTS ARISING FROM OR IN CONNECTION WITH THE USE OF THE SOFTWARE LICENSED UNDER THIS AGREEMENT. 

9. Proprietary Protection: 
Licensor has and shall continue to have sole and exclusive ownership of all right, title, and interest in and to the Software and all User Documentation, and all modifications, updates, and enhancements thereof (including, without limitation, ownership of all trade secrets, patent rights, and copyrights pertaining thereto), subject only to the limited license expressly granted to Licensee herein by Licensor. This License Agreement does not provide Licensee with title or ownership of the Software, but only a right of limited use. Licensee must keep the Licensed Program free and clear of all claims, liens, and encumbrances. 

10. Non-Payment Grace Period: 
If the licensee's subscription is 21 days (or more) past due, the Licensor reserves the right to suspend the service and access to the site.  Upon suspension of the sitethe licensee will have the opportunity to reactivate the account by paying for the past due amount, in addition to a $249 reinstatement fee. 

11. Non-Payment Termination: 
In the event the licensee's monthly payment is 46 days (or more) past due, the Licensor has the right of termination of this agreement as well as removal of all files, software and data from the licensee's site. Such removal is irrevocable

12. BackUp:
The licensee agrees that it is their responsibility at all times to maintain their own backup copy of data, files and communications of their site. The licensee agrees to hold the licensor harmless against any liability or responsibility for the deletion and/or failure to store any messages, files or any other site related data. 

13. Restrictions: 
The Software may only be used in accordance with the use and number specifications and restrictions set forth in Section 2 above. Any use of the Software not permitted by this Agreement is expressly prohibited. Licensee may not use, copy, modify, or distribute the Software (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Licensor. Licensee may not reverse assemble, reverse compile, or otherwise translate the Software. Licensee's rights may not be transferred, leased, assigned, or sublicensed. No service bureau work, multiple-user license, or time- sharing arrangement is permitted, except as expressly authorized by Licensor. If Licensee uses, copies, or modifies the Software or transfers possession of any copy, adaptation, transcription, or merged portion of the Licensed Software to any other party in any way not expressly authorized by Licensor, this License is automatically terminated. Licensee may not use the Software, or any element of the Software, to create derivative works or other works that are similar to the Software. Licensee may not remove any copyright, trademark, patent or other proprietary notices from the Software or any portion thereof. 

14. Licensor's Right Of Entry: 
Licensee hereby authorizes Licensor to enter Licensee's web site in order to inspect the Licensed Software in any reasonable manner in order to verify Licensee's compliance with the terms hereof. 

15. Injunctive Relief: 
Licensee acknowledges that, in the event of a breach of any of the terms and conditions contained herein, Licensor will not have an adequate remedy in money or damages. Licensor shall, therefore, be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Licensor's right to obtain injunctive relief shall not limit its right to seek further remedies. 

16. Trademark: “MemberGate®” and “MemberGate Content Publisher™”, are trademarks of Licensor. No right, license, or interest to such trademarks are granted hereunder, and Licensee agrees that no such right, license, or interest shall be asserted by Licensee with respect to such trademarks. 

17. Governing Law: 
This License Agreement shall be construed and governed in accordance with the laws of the United Kingdom. In any dispute arising out of this Agreement, the parties each consent to the exclusive personal jurisdiction and venue in the courts of the United Kingdom, England UK. 

18. Costs of Litigation: 
If any action is brought by either party to this License Agreement against the other party regarding the subject matter hereof, Licensor shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation from Licensee in the event that the Licensor is the prevailing party. 

19. Severability: 
Should any term of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof. 

20. No Waiver: 
The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this License Agreement is inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions contained in this license agreement invalid, inoperative, or unenforceable to any extent whatsoever. The invalidity of any portion of this License Agreement shall not affect the remaining portions of this License Agreement. 

21. Governmental Licensees. 
If Licensee is an agency of the U.S. Government, the following will apply: The Software has been developed entirely at private expense, is regularly used for non-governmental purposes and has been licensed to the public. The Software is a “commercial item” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. 12.212 (Sept. 1995) or as “commercial computer software” as that term is defined in 48 C.F.R. 252.227-7014 (June 1995) or any equivalent agency regulation or contract clause, whichever is applicable. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government agencies acquire only those rights to the Software as are expressly set forth herein. 

22. Integration: 
THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF LICENSOR'S OBLIGATIONS AND RESPONSIBILITIES TO LICENSEE AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF LICENSOR RELATING TO THE SUBJECT MATTER HEREOF. IF PURCHASING BY CREDIT CARD, LICENSOR'S CHARGE WILL APPEAR AS "MEMBERGATE" ON YOUR STATEMENT. 

23 Fair Use:
Software hosting is provided on a 'Fair Use' policy
Any site which exceeds the resources allocated to it will be invited to increase their allocation or transferred to an alternate host at the Licensees cost

24 Survival.
All provisions of this License Agreement relating to disclaimers of warranties, limitation of liability, remedies or damages, and Licensor's proprietary rights, shall survive any termination hereof.

LICENSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS.

Licensee: The MemberGate Licensee                                                             Licensor: MemberGate Limited
                                                                                                                         C
ompany No: 09804078

By:       Licensee / Subscriber                                                                           By:  Tom Cone

Date:   Payment of License / Start of the subscription                                         Date:  01/01/2016     

Support

MemberGate provides ongoing support to Licensees

Clients can submit a ticket by emailing support@MemberGateSupport.com

The ticket is stored in a secure, password protected HelpDesk ticket system powered by HelpScout - a trusted partner

Tickets are preserved to ensure continuity of service

To provide support MemberGate requires administration access to your site and Hosting account (if applicable)

We use best practice principles to secure our admin credentials - including the use of strong passwords, password management software and whitelisted IP addresses

Clients have the right to remove our admin access and in doing so understand we will no longer be able to provide support

Support & GDPR
  1. MemberGate provides support for the software and site functionality
  2. Sites may need to list MemberGate as a Trusted party to ensure their members are informed and consent to our support
  3. We are required to operate to the GDPR standards
  4. MemberGate is not a data provider or a data vendor
  5. MemberGate Data Breach Policy is on our site as part of the Privacy Policy
  6. Each site owner is responsible for their own Data Protection Policies
  7. No site is permitted to store credit card data

Other

If you have questions regarding our privacy policy, feel free to let us know, using our Contact Page