Terms of Service

PLEASE READ THE FOLLOWING TERMS OF SERVICE RELATING TO YOUR ACCESS AND USE OF THIS WEBSITE CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, YOU MUST IMMEDIATELY LOG OFF OF THE WEBSITE.

1. Scope of These Terms of Service.

These Terms of Service apply to your use of the Membio website and the August Partners web application, which is owned and operated by August Partners, Inc., a Delaware Corporation d/b/a Membio, referred to herein as “this Site,” or “this Application.” These Terms of Service do not apply to your use of unaffiliated websites of any other companies, organizations or individuals or to which this Site links (“Other Sites”).

2. Acceptance of These Terms of Service.

In order to use this Site or this Application you must first agree to these Terms of Service. You may not use this Site or this Application if you do not agree to these Terms of Service.

By using this Site or this Application, you agree to be bound to these Terms of Service. Membio.com and August Partners, its subsidiaries, directors, officers, employees, partners, members, agents, business affiliates and suppliers (“we” “us” or “our”) make the information and services provided on this Site and through this Application available to you, conditioned on your acceptance without modification of these terms, conditions and notices.

Users of the Membio.com website or the Membio web application can accept these Terms of Service by actually using the Site. You understand and agree that we will treat your use of the Site as acceptance of these Terms of Service from that point forward. You agree that you have the legal right, power and authority to agree to the terms of this Agreement on behalf of yourself and/or your organization.

3. Disclaimer Regarding Links.

We are not responsible for the availability of any Other Site to which this Site or this Application links. We do not take responsibility for the contents, advertising, products, privacy policies or other material made available through any Other Site nor do we endorse Other Sites. Please direct your concerns to that Other Site’s webmaster or appropriate contact.

4. Intellectual Property Rights Ownership and Notification.

Unless otherwise noted, all right, title and interest in all products, services, software and other information including, but not limited to, screens, texts, Web pages, or other materials (collectively “Content”) appearing in and on this Site or in this Application are the exclusive copyrighted property of August Partners or its suppliers or licensors. All Content [Content is defined two lines above] contained on or used in this Site or this Application is copyrighted, all rights reserved, and the ownership of the copyrights herein shall at all times remain vested in August Partners, unless otherwise noted. August Partners shall have the right to license any Content, subject to its stated Privacy Policy, contained in, or collected on, this Site or this Application to any entity pursuant to terms agreed upon by August Partners. All Content on this Site or this Application, including, but not limited to images, illustrations, audio clips, and video clips, is protected by copyrights, trademarks or service marks and other intellectual property rights which are owned and controlled by August Partners or by third party Content providers (collectively “Providers”), that have licensed their Content or the right to market their products and/or services to August Partners. Content on this Site or this Application or content controlled by the Providers is provided solely for your personal, non-commercial use. Such unauthorized use of the Content is considered theft and may be prosecuted.

5. Feeds and Application Programming Interface (API).

August Partners provides access to portions of this Site or this Application via RSS feeds. Such access constitutes use of this Site or this Application. You may not use these or any other features or this Site or this Application itself to allow the display of a substantial portion of the Membio database or reproduce, duplicate or copy this Site or this Application. August Partners reserves the right to change these features at any time and to disable access to the feeds at any time for any reason.

6. Use Restrictions.

By using this Site or this Application you warrant to Membio.com and August Partners that you will not use this Site or this Application for any unlawful purpose or any use prohibited pursuant to these Terms of Service. Your violation of any of these prohibitions automatically terminates your right to use this Site or this Application and you are on notice that we may pursue our legal remedies for any violation.

You may not modify, alter, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content, including, but not limited to software, products or services obtained from this Site or this Application.

7. Username and Password.

To access this Application you have been given a Username and a Password (your access identification information). You shall treat your Username and Password as private, confidential and personal and shall safeguard and maintain their confidentiality. You are entirely responsible for all activities that occur under your account. You agree to notify Membio.com immediately of any unauthorized use of your account or any other breach of security. Use by any other person or entity shall be considered theft. Membio.com will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You shall be liable for any consequences that may result from unauthorized disclosure of your Username and Password, whether intentional, negligent or inadvertent, including but not limited to immediate termination of your Membio membership and/or account at our sole discretion. This obligation to maintain confidentiality shall survive the termination of this Agreement.

8. Forums, Chat Areas, Blogs and/or Other Message or Communication Services.

Membio.com may provide Forums, Chat Areas, Blogs, and/or Message or Communication Services, collectively known as “Communication Services,” which are designed to enable you to communicate with others.

You acknowledge that the Communication Services are for public and not private communications, and that you have no expectation of privacy with regard to any submission to a public forum. We cannot guarantee the security of any information you disclose through any of these Communication Services; you make such disclosures at your own risk. To post comments to our blog posts you are required to provide your name and an email address. You must provide Membio.com with current, complete and accurate information as prompted by the comment form.

You agree to use the Communication Services only to post, send and receive messages, and material that are proper and, when applicable, related to the particular Communication Service. You agree that when using the Communication Services you will not:

Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).

Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.

Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same. You agree to pay for all royalties, fees, and other monies owed to any person or entity by reason of any Content posted by you on or through the Communication Services.

Use any material or information, including images or photographs, which are made available through the Communication Services in any manner that infringes any copyright, trademark, patent, trade secret or other proprietary right of any party. You agree to pay for all royalties, fees, and other monies owed to any person or entity by reason of any Content posted by you on or through the Communication Services.

Upload files that contain viruses, Trojan horses, worms, time bombs, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or the property of another.

Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages or they have been previously approved in writing by us.

Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.

Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

Restrict or inhibit any other user from using and enjoying the Communication Services.

Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.

Harvest or otherwise collect information about others, including email addresses.

Violate any applicable laws or regulations.

Create a false identity for the purpose of misleading others.

Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Communication Service or other user or usage information or any portion thereof.

Membio.com and August Partners does not claim ownership of the materials you provide to us (including feedback and suggestions) or post, upload, input or submit for review by the general public, or by the members of any public or private community. However, by posting, uploading, inputting, providing or submitting your materials you are granting Membio.com and August Partners permission to use your materials in connection with the operation of our Internet business, including, without limitation, the license rights to: Copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your materials; and to publish your name and country of residence in connection with your materials.

No compensation will be paid with respect to the use of your materials, as provided herein. Membio.com and August Partners are under no obligation to post or use any materials you may provide and may remove any materials at any time in its sole discretion.

Membio.com and August Partners are not responsible for, and do not endorse the opinions, advice or recommendations posted or sent by users in any Communication Service and we specifically disclaim any and all liability in connection therewith.

You are and shall remain solely responsible for the Content that you distribute on or through any Communication Service under your name or otherwise by you and for the consequences of submitting and posting the same. Membio.com and August Partners have no obligation to monitor the Communication Services. However, Membio.com and August Partners reserves the right to review materials posted to the Communication Services and to remove, edit, move or close any topic or any materials in its sole discretion. Membio.com and August Partners reserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any reason whatsoever.

Membio.com and August Partners cannot and does not assure that other users are or will be complying with this section or any other provisions of these Terms of Service, and, as between you and us, you hereby assume all risk of harm or injury resulting from any such lack of compliance.

Membio.com and August Partners shall not be held responsible for any attempt that may lead to the Communication Service data being compromised.

9. Third Party Applications.

This Site or this Application may employ the use of third party applications, such as:

• Google® Maps, and Aerial images.
• Cherre® Aggregated data for Demographics, Recent Home Sales
• Cordless Media® Mortgage Quotes
• Walk Score® Neighborhood “walkability scores”
• GreatSchools.com® School information

Your use of these third-party applications is subject to their respective Terms of Service and other policies.

10. Liability Disclaimer.

You use this Site or this Application at your own risk. Your use of the Content provided here is also used at your own risk. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, WILL WE OR ANY OF OUR DIRECTORS, OFFICERS, AFFILIATES, SUBSCRIBERS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, CIRCUMSTANTIAL OR AFTER CIRCUMSTANTIAL PUNITIVE DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SITE OR THIS APPLICATION, INCLUDING, BUT NOT LIMITED TO, RELIANCE BY YOU ON ANY INFORMATION OR CONTENT OBTAINED THROUGH USE OF THIS SITE OR THIS APPLICATION OR THAT RESULT FROM MISTAKES, OMISSIONS, DELETIONS OR DELAYS IN TRANSMISSION OF SUCH INFORMATION OR CONTENT, INTERRUPTIONS IN TELECOMMUNICATION OR INTERNET CONNECTION TO THIS SITE OR THIS APPLICATION, VIRUSES OR FAILURES OF PERFORMANCE, WHETHER CAUSED IN WHOLE OR PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATION OR INTERNET FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THIS SITE OR THIS APPLICATION OR RELATED INFORMATION, RECORDS OR PROGRAMS.

11. Warranty Disclaimer.

You expressly understand and agree that this Site or this Application and the information and Content available through this Site or this Application are provided on an “as is” “as available” basis. Membio.com does not warrant that this Site or this Application will be uninterrupted or error-free, and Membio.com makes no warranty as to the accuracy, completeness, authenticity, or reliability of any information or Content available through the Site or this Application. Membio.com expressly disclaims any and all warranties of any kind with respect to the Site or this Application and the information or Content available through the Site or this Application, including but not limited to any implied warranties of expectation of privacy, merchantability or fitness for a particular purpose. This Site or this Application and the information available through this Site or this Application are always subject to change.

Nothing on this Site or this Application is intended to be, or is to be construed, as legal advice. If you have legal questions please contact your legal counsel.

12. Changes to the Site or Application.

Membio.com may make changes or improvements to the Content, information, services, products or other materials on this Site or this Application at any time without notice.

13. Privacy Policy.

We are committed to protecting your privacy and security and have explained in detail what we do in our Privacy Policy. Please read it.

14. Jurisdictional Issues.

We operate and control our Site and this Application from our offices in the United States of America. We do not represent that materials on this Site or this Application are appropriate for use in other locations. Persons who access this Site or this Application from other locations do so voluntarily and on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

The parties agree to use the alternative dispute resolution procedure set forth herein as the sole means of resolving any disputes arising out of this Agreement and the rights and obligations of the parties hereunder. The parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly and initially between the parties by negotiation. If a dispute is not resolved by negotiation, the parties agree to participate in at least four (4) hours of mediation in accordance with the mediation procedures established by the mediation services provider chosen by the parties in MULTNOMAH COUNTY, OR. The parties agree that their participation in mediation is a condition precedent to any party pursuing any other available remedy in relation to the dispute. Any party to the dispute may give written Notice to the other parties of their desire to commence mediation and a mediation session must take place within thirty (30) days after the date such Notice is given. The parties agree to equally share the cost of the mediation which costs shall not include costs incurred by a party for representation by counsel at the mediation. In the event the dispute is not resolved by mediation, the parties agree to arbitrate the dispute in accordance with the rules, processes and procedures of the American Arbitration Association office located in MULTNOMAH COUNTY, OR and if there is none, such other mutually agreeable arbitration service located in MULTNOMAH COUNTY, OR. All parties shall equally share the costs of the arbitration. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award or fails to comply with the arbitrator’s award the other parties are entitled to costs of suit, including reasonable attorney’s fees for having to compel arbitration or defend or enforce the award.

15. Miscellaneous.

This Agreement shall be governed by and construed in accordance with the laws of the state of Oregon without regard to conflict of law principles thereof, and be limited to the exclusive jurisdiction and venue of the state courts located in Multnomah County, OR or federal courts located in Portland, OR and shall benefit and be binding upon the parties hereto and their respective successors and assigns.

If any of these Terms of Service are found to be unlawful, void, or for any reason unenforceable, that provision will be considered severed from the remaining provisions and will not affect the validity or enforceability of the remaining provisions.

This is the entire Agreement between you and us governing your access to, dealings with, and use of this Site or this Application.

Any failure by Membio.com or August Partners to assert any rights it may have under this Agreement does not constitute a waiver of our right to assert the same or any other right at any other time or against any other person or entity.

This Agreement may be modified only by our posting of changes to these Terms of Service.

Any inquiries regarding these Terms of Service should be directed to [email protected].

Updated June 15, 2022