This MemberNova Subscription Agreement represents the complete Agreement and understanding between Infotech Business Centre Inc. doing business as MemberNova, headquartered at 2010 Winston Park Drive, Suite 200, Oakville, Ontario, L6H 5R7 (hereinafter "MemberNova"), and the customer requesting a subscription (hereinafter the "Subscriber") and supersedes any other written or oral agreement. Upon notice, MemberNova may modify the terms and conditions contained herein and may discontinue or change the services offered in the event of failure to comply with the following provisions.

WHEREAS, the Subscriber wishes to subscribe to the MemberNova service; and
WHEREAS, MemberNova is interested in offering the Subscriber such a service;
WHEREAS, the Subscriber and MemberNova mutually desire to set forth the terms applicable to such association;
NOW, THEREFORE, for the mutual consideration set forth herein, the adequacy of which is hereby acknowledged, the Subscriber and MemberNova, intending to be legally bound, hereby agree as follows:

1. Definitions

1.1 - HTML means the series of commands for formatting Web Pages known as Hypertext Markup Language, and shall include any current and future extensions thereto, whether or not the extensions are commonly viewed as "official".

1.2 - Internet means the world-wide network of computers commonly understood to provide some or all of the following features, among others: electronic mail, file transfers through File Transfer Protocol ("FTP"), Telnet access to local and remote computers, UseNet Newsgroups, Gopher access to information on local and remote computers, Wide Area Information Servers, and World Wide Web access.

1.3 - Subscriber Site means the web pages set up by MemberNova.

1.4 - Administrative Site means the part of the Subscriber site accessible through a secure login.

1.5 - External Web Site means any Web Page or other material that can be accessed using a Web Browser and that is not part of MemberNova's or the Subscriber's Web Site.

1.6 - Home Page is the first page that displays when accessing a Web Site.

1.7 - Web Browser means software designed to allow interactive access to the World Wide Web (and in some cases to other Internet resources as well), currently supporting Microsoft Internet Explorer, Mozilla Firefox, Google Chrome, Safari.

1.8 - Third Party Applications are services that provide functionality on the Subscriber website that are not provided by MemberNova and are embedded by the Subscriber onto their website.

1.9 - Use of Cookies mean a file consisting of a string of characters is stored to identify you are a new or returning visitor to the website. It does not allow you to be personally identified and you can clear cookies to remove all records of association between yourself and the website.

2. Terms and Conditions

This agreement details the terms and condition under which the Subscriber will receive the MemberNova service from MemberNova.

2.1 - Scope

Under the terms of this agreement the Subscriber will be entitled to a web site that displays the Subscriber's stories, events, news and other services available. It is the responsibility of the Subscriber to upload a logo and content to their site. Step by step instructions will be provided. The site contents and intended purpose is for Subscriber members and friends to share and collaborate on Subscriber-related issues and events, and may not be expanded beyond the interest of the Subscriber's activities. The contents of the web site should be in line with the Subscriber policies and practice and may not include any illegal or potentially offending material to the public. In addition, any content and/or graphics posted on the Subscriber site must adhere to copyright laws within the governing country that the Subscriber is chartered and is in operation. The Subscriber is fully responsible for any claims made regarding copyright infringement and MemberNova relinquishes all liability and will not be occupied in any legal action for the content and/or graphics in question. MemberNova reserves the right to terminate this agreement at any time if the content, message or attitude of the Subscriber site is deemed controversial or offensive to the public. This decision is made at MemberNova's discretion. MemberNova will be free to do so without prior notice and/or explanation. In such case the Subscriber agrees that there will be no monetary refund of any prepaid fees for the subscription services, setup fees or professional services. Each Subscriber will be entitled to a web site accessed with an address as a subdirectory of the MemberNova URL. For example, Subscribers that wish to register or already have their own domain need to set this up with their domain registrar, and can have this URL aliased to the MemberNova URL. MemberNova reserves the right to change the specifications and layout of the MemberNova domain structure without prior notice. Any changes that would affect the domain alias would be communicated within a reasonable time frame.

2.2 - Usage Guidelines

Bandwidth, storage, and email usage for the MemberNova service is imposed to be within reasonable limit. These include the amount and sizes of uploaded documents and photos. Photos are compressed automatically to reduce space usage and maximize the total number of photos accepted. These terms are in place to ensure acceptable response times for the MemberNova service and to guarantee equal opportunity to the entire network of users. If the Subscriber exceeds their recommended email credits, bandwidth, and or storage boundaries, the Subscriber will be sent a courtesy notice with suggestions on how to adopt email best practices and/or maximize web site performance. If no action is taken from the Subscriber to address this, MemberNova has the right to apply additional usage charges to their annual invoice.

2.3 - Pricing

MemberNova reserves the right to review the price structure and apply it to all Subscriber or only to select Subscriber as and when necessary. When such action becomes necessary a 90-day notice will be given by email to the Subscriber and any price adjustments will be applicable at the start of the Subscriber's renewal year. All prices quoted are in USD for US and International customers and in Canadian dollars for Canadian customers, subject to HST. In order to set up a Subscriber Site and enroll in the MemberNova network, the Subscriber will be subject to a Setup Fee based on the size of the Subscriber in members and contacts. In addition, the Subscriber will pay an annual subscription fee, dependent on the member count at the time of sign-up (which includes active and honorary members, as well as other users and contacts). Monthly rates for any subscription term less than 12 months are subject to a higher rate. Subscription renewal charges will be based on the Subscriber membership at the renewal time, including active and honorary members, as well as other users and contacts.

2.4 - Branding & Sponsorships

The MemberNova site pages and emails sent from MemberNova will contain MemberNova branding, which is an integral component of the pricing model. This is separate and independent of the Subscriber's sponsorship module, referred to as Website Sponsors, where ads of local establishments or businesses can be posted to appear throughout the Subscriber site and bulletins. This is administered and controlled entirely by the Subscriber, and the Subscriber would set their own pricing and policies in line with their standard practices and legal obligations. MemberNova cannot and will not be held responsible for policies created by the Subscriber or be involved in any matters pertaining to sponsorships. Copyright obligations apply equally to sponsorship ads and MemberNova has the right to apply the same policies to Website Sponsors as explained in section 2.1 above.

2.5 - MemberNova Quarterly Newsletter & Service Updates

MemberNova issues a quarterly newsletter notifying users of system updates, case studies, as well as membership articles that we feel would be of value to subscribers. By default all staff and administrative users are enrolled in this newsletter. Members can opt out through an unsubscribe link, updating their email preferences within their member profile or by contacting [email protected]. Other communications may be sent throughout the year to Site Administrators or Subscriber staff notifying them of product updates that may be of interest to their role. Members can also opt out of these communications via the unsubscribe link or by contacting support.

2.6 - Agreement Period, Renewal and Refund Policy

This Agreement will be valid for 12 months from the subscription start date, and will automatically be renewed for another 12 months provided renewal fees are received not more than 30 days after the Subscription End Date. Thirty days after the Subscription End Date, the service will be discontinued without notice, and reinstating the service will be subject to the setup fee. Cancellations must be made in writing by a member of the board or Administrative Staff, by email or letter. MemberNova is not obligated to issue credits or refunds on the remaining term of the subscription.

2.7 - Anti-Spam

By using the email services in MemberNova, you confirm and agree that you will not use the MemberNova system to send unsolicited emails. You certify that all non-members added to your distribution list have given you express consent (have opted-in) to receive emails. Before saving contacts to your distribution list, MemberNova asks for a confirmation that the recipient has given their consent. The action of confirming this is recorded and it is the sole responsibility of the Administrator to confirm consent of the user to receive emails by the Subscriber. MemberNova cannot be held liable for any damages incurred by the Subscriber as a result of sending unsolicited emails.

2.8 - Use of Cookies & Demographic Data Collection

When you submit a form on our website (trial or newsletter subscription), a log of your IP address is stored to comply with anti- spam regulations. General demographic data is also collected through our site via cookies to track user interactions & sessions for aggregate use. IP addresses are not linked to personally identifiable information. Use of the overall website permits MemberNova to store log files to analyze site usage patterns, browser type, etc. for statistical purposes.

3. Rights and Liabilities

3.1 - Limitation of Liability

It is expressly agreed that MemberNova's maximum liability for damages hereunder, regardless of the form of legal action, whether in contract or in tort, including negligence, shall in no event exceed the actual subscription payment received by MemberNova for the services pursuant to this Agreement during the last 12 months of this Agreement.

3.2 - Service Availability and Response Time

MemberNova will exert its best possible effort to ensure the availability and response time of MemberNova. The Subscriber acknowledges that it will accept this service on an as-is basis, and no guarantees would be implied on either availability hours or response time.

3.3 - Third Party Usage

By using third party applications, you understand and agree that MemberNova cannot be held liable or responsible for the validity, copyright, legality, security or all other lawful aspects associated with the usage of the third party application(s). The Subscriber is responsible for reviewing the policies of the application providers.

3.4 - No Consequential Damages

In no event shall MemberNova be liable hereunder for special, indirect or consequential damages, including, but not limited to, loss of profits, loss of revenue, loss of use or loss of data, even if advised of the possibility thereof, or, if reasonably foreseeable, incurred by the Subscriber or claimed against the Subscriber by any other party, nor shall MemberNova be held liable for any damages whatsoever resulting from an event of force majeure. MemberNova's liability for death or personal injury resulting from the negligence of MemberNova or that of its employees or agents or in relation to any other liability which may not by applicable law be excluded or limited is not excluded or limited and nothing in this agreement shall be construed as an attempt to exclude or limit such liability.

3.5 - Ownership Rights

MemberNova retains all ownership rights on MemberNova, including the Subscriber Site, and has the right to use the Subscriber Site, logo, name, and all testimonials given from the Subscriber and its members (whether active or past members) for its own promotional purposes, including listing your link and/or screenshot on MemberNova's main website or advertorial material including case studies. All work created by MemberNova is protected by Copyright law. All content, membership information and photos added to MemberNova by the Subscriber is owned by the Subscriber. MemberNova is a registered trademark of Infotech Business Centre Inc.. Any unauthorized use or duplication of MemberNova's work, including but not limited to HTML, CSS, ASP, ASPX, JavaScript, VBScript code, logos, page design or layout, themes, stylesheets, and/or data is illegal, and will be prosecuted to the fullest extent of the law.

3.6 - Domain Name Ownership Rights

In the event that a Subscriber transfers the management of their domain name to MemberNova or has MemberNova register a domain name on their behalf, all ownership rights to that domain belong solely to the Subscriber. MemberNova does not express ownership rights on any domain registrations or transfers initiated on behalf of the Subscriber. A Subscriber can request to have this name transferred to their own account or management at any time although refunds will not be issued.

3.7 - Governing Law

This Agreement shall be governed by the laws of the Province of Ontario, Canada. MemberNova is protected by international copyright laws.

3.8 - Privacy

None of your personal information will ever be shared, rented, sold or otherwise released to any third party, other than required information to our sub-processors as per our privacy policy.

View our Privacy Policy and GDPR Information.