Membership Agreement

.This Agreement is between Archival Institute, LLC, a Texas limited liability company having an address at 13155 Noel Road, 24th Floor, Dallas, TX 75240 (“Company”), and you, the Member (“you” or “your” or “Member”). This Agreement sets out the rights and responsibilities of both Parties with respect to your Membership. Please read and review the following terms carefully. By clicking “I agree” below, you are indicating that you accept these terms and intend to be legally bound by this Agreement.

  1. Representations and Warranties

You represent to Company that you are at least eighteen (18) years old or the applicable age of majority in your jurisdiction, and can legally enter into this Agreement on your own, or, alternatively, You may not access or use any Company services if you are under the age of eighteen (18), nor permit anyone under eighteen (18) from accessing your account.

  1. License to use Media

You agree that all videos, audio content, and other media created by, owned by, or provided by Company (“Company Media”) through your Membership shall be subject to the terms of this Agreement, Company’s Terms of Use (“Terms of Use”) for Company’s website at www.archivalinstitute.com (“Website”), and the limited license herein. A limited license to Company Media is contingent upon your acceptance of this Agreement and appropriate payments as Company indicates herein, whether through a website, app, or other distribution method chosen at Company’s discretion. Subject to these restrictions, you are hereby granted a limited, non-exclusive personal license to view and copy, as set for below, the Company Media as is reasonably necessary for your own personal consumption.

This license does not include the right to sublicense, distribute, broadcast, publicly perform or display, nor prepare or instruct other parties to prepare derivative works based on Company Media. The restrictions of this Section are conditions of the license, and breach of these conditions shall constitute copyright infringement and material breach of this Agreement. Further, you covenant to refrain from copying the Company Media beyond that necessary for personal use and except as follows:

  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
  • If we provide social media features with certain content, you may take such actions as are enabled by such features.

You also agree that no ownership rights in the Company Media are transferred to you under this Agreement, and that Company remains the exclusive owner of all copyrights and moral rights to the Company Media in every jurisdiction, worldwide. Following the termination of this Agreement, any and all rights granted to you herein shall terminate and revert back to Company.

  1. Trademarks

Company has a number of registered and common law trademarks, including the Company name, the ARCHIVAL mark, *ARCHIVAL® mark, the Asterisk Design, and all related logos, slogans, and names. You agree not to challenge Company’s ownership of and right to use such trademarks nor assist others in doing so. You further agree to refrain from using Company’s trademarks in any way that is likely to cause confusion, deception, or mistake with respect to the origin of any goods or services, or with respect to any sponsorship or affiliation with Company.

  1. Billing, Term and Termination

Your membership with Company will continue month-to-month and automatically renew unless terminated by either Party. By accepting this Agreement, you consent to allow Company to charge you a monthly membership fee at the then current rate, and for any other charges incurred in the billing period. Such charges may be assessed automatically at Company’s discretion. A billing period shall be a calendar month unless otherwise communicated to you by Company. You agree that Company may change its rates from time to time, and any period of free, promotional, or trial membership is not an indicator that future membership will continue at that rate. Company will diligently notify you in a reasonable manner consistent with the contact information you provide of any changes to billing practices, including without limitation membership rates and fees. At all times, cancellation is the sole option to refuse any changes. You agree that refraining from canceling your membership under this Agreement is intended to indicate to Company your acceptance of the then-current terms and conditions, including any changes. To cancel your membership, follow the links available on the Website or send an email to help@archivalinstitute.com.

All payments under this Agreement are non-refundable. There are no credits for partially used months or billing periods.

You may be assessed one-time charges in association with your membership or use of Company Media. Company may require that such charges are paid immediately when incurred, or may, in its discretion, add such charges to the other fees assessed during the same billing period. You hereby authorize Company to charge you for any one-time charges incurred, including without limitation by charging a credit or debit card that you have designated to Company, or by adding the appropriate amount to the next upcoming automatic payment.

Company may cancel this Agreement, including without limitation suspending or permanently discontinuing your access to all Company Media, at any time, by sending notice to you at the email address you provide. Access to Company’s services and Company Media is not guaranteed. You agree that Company may rely on third party services, including without limitation web hosting or domain services, which may suffer outages or otherwise impede your ability to access Company Media. Any such outages shall not be a breach of this Agreement by Company, nor shall such outages relieve you of your obligations hereunder. The Parties agree that the provisions of Sections 2, 3, 9 – 12 shall survive any termination of this Agreement, whether by cancellation or by breach.

  1. Export Law Assurances

You may not use or otherwise export or re-export Company Media or software except as authorized by United States law and the laws of the jurisdiction in which Company Media or software was legally obtained or authorized by Company. In particular, but without limitation, Company Media and software may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. You represent and warrant that you are not located in any such country or on any such list, and that your membership and use of Company Media does not violate any treaties

  1. Conflicting Conditions

You acknowledge that Company may at its sole discretion utilize and publish content through third party platforms, such as Netflix, YouTube, or Vimeo. Use of third party platforms may require you to agree to other terms and conditions with those third parties that may be inconsistent with the terms of this Agreement. To the extent that such terms do conflict, you agree that the terms of this Agreement control. Company makes no warranty or guarantee that the terms and conditions of these third-party platforms will not conflict with the terms of this Agreement. You also agree that receipt of Company content or membership benefits may be contingent upon acceptance of such third-party terms and conditions, and that Company is not be liable for your agreement to such terms or conditions or failure to do so.

  1. Copyright Infringement Notice to Company

If you believe in good faith that material hosted by Company infringes a copyrighted work owned by you, you may send us a written notice that includes all of the following information:

  • A clear identification of the copyrighted work that you claim is infringed, or, if multiple copyrighted works at the Website are to be covered by a single notification, a representative list of such works at the Website;
  • A clear identification of the material you claim is infringing or to be the subject of infringing activity and that is to be removed or access which is to be disabled, and information reasonably sufficient to permit Company to locate the material on the Website;
  • Your address, email address, and telephone number;
  • A statement that you have a “good faith belief that the material that is claimed as copyright infringement is not authorized by the copyright owner, its agent, or the law”;
  • A statement that “the information in this notice is accurate, and under penalty of perjury, the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed”; and
  • A signature, physical or electronic, by the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please note that improper or incomplete notices cannot be processed by Company. You may send such notices by email to: help@archivalinstitute.com

  1. Privacy Policy

The Parties agree that Company shall, at all times while this Agreement remains in force, maintain an updated Privacy Policy that reflects what information Company collects from you and how Company may use that information. You may view the Privacy Policy or from the link found on Company’s Website, or request a current version by sending an email to the following address: help@archivalinstitute.com.

  1. Disclaimer of Warranties

YOU UNDERSTAND THAT COMPANY CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES, VIDEO, OR OTHER CONTENT AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR WEBSITE FOR ANY RECONSTRUCTION OF ANY LOST DATA. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF COMPANY MEDIA, COMPANY’S WEBSITE, THEIR CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, COMPANY MEDIA, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, COMPANY MEDIA, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  1. Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE COMPANY MEDIA, WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE OR IF YOU ARE .

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  1. Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of this Agreement; your use of any of the Company Media, Website, content, or other of Company’s services and products other than as expressly authorized in this Agreement or the Terms of Use; your violation of the rights of third parties; and any of your actions that may be illegal or in violation of applicable laws, regulations, ordinances, safety codes, agency guidelines, or required disclosures.

  1. Miscellaneous

This Agreement, together with the Terms of Use and Privacy Policy, represents the entire and complete understanding of both Parties. Each Party represents and warrants to the other that it enters this Agreement in sole reliance on the terms herein, and without reference or respect to any prior communications of any kinds, which are hereby expressly disclaimed.

No waiver of by the Company of any term or condition set forth in this Agreement or the Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under this Agreement or the Terms of Use shall not constitute a waiver of such right or provision.

All matters relating to the Website, the Membership Agreement, and the Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, the Agreement, the Terms of Use, or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the City of Dallas and County of Dallas County although we retain the right to bring any suit, action or proceeding against you for breach of the Agreement or the Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect, unless doing so would cause this Agreement to fail of its essential purpose.

Your obligations under this Agreement and the Terms of Use cannot be assigned to any third party without Company’s express written consent, and any purported assignment in violation of this provision is void. You agree that Company may need to delegate certain obligations to third parties, vendors, contractors, or service providers to provide, enhance, and grow Company’s services, and therefore Company may assign its rights and obligations under this Agreement and the Terms of Use freely. At Company’s sole discretion, it may require You to submit any disputes arising from the use of the Agreement, the Terms of Use, or the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Texas law.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE AGREEMENT, THE TERMS OF USE, OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.