This
Agreement is made between Membership Services Corporation
("MSC"), a Pennsylvania Corporation at Membership
Services Center, Riegelsville, PA 18077, providing Services
("Service"), and the person and company on the
membership application or membership card and their
employees and/or (hereinafter referred to both individually
and collectively
as "Members").1.
Service - A) It is understood and
Agreed by the parties that MSC is an information service
only. B) The Service, which MSC shall provide to the Members
during the Term of the Membership, shall include the
Products, Services, and Benefits detailed in the membership
benefit materials, and in such other membership materials
and correspondence delivered to Members by MSC from time to
time. C) The membership cards, issued to Members, are the
property of MSC and shall be returned to MSC promptly upon
request. D) Members shall have the right to terminate this
Agreement at any time. Members may cancel this Agreement by
returning their membership cards to MSC, Membership Services
Center, Riegelsville, PA 18077, Attention: Membership
Services Dept. If Members cancel this Agreement before the
end of a Membership Term for which Members have paid,
Members can receive a full refund of the amount they paid
for the remaining portion of the Membership Term, calculated
on a pro rata basis without any deductions, upon Members’
written request and Members' return of all membership
materials to MSC. Cancellation will not become effective
until all membership cards and materials are received by MSC.
Members shall remain liable for any other fees or charges to
be paid pursuant to this Agreement. E) Failure of Members to
cancel their membership or their use of the membership card
or any of the benefits, products, services, or materials
offered by or through MSC by Members will constitute
Members’ acceptance of all of the Terms and Conditions of
Membership.2.
Non-Assignability - A) Neither this
Agreement, nor any of the rights or obligations of Members
hereunder, may be assigned, in whole or in part, by Members
without the prior written consent of MSC. B) Members agree
that they will use the service only for their own Benefit
and for their spouse/significant other and dependent
children residing in their household. Members shall be
responsible for all use of their membership number and shall
notify MSC immediately of any unauthorized use of their
membership number, or theft or misplacement of the
membership number or card.3.
Liability - A) MSC shall have no
liability to any Members as a seller of any product or
service, including, without limitation, any liability for
any defective products or services. MSC
makes no warranty, express or implied, as to description,
quality, merchantability, fitness for any particular
purpose, productiveness, or any other matter, for any
Products or Services purchased or used by Members through
their Membership in MSC. Members acknowledge that they have
read all of the Terms of Membership and are not relying on
MSC's skill or judgment in selecting the Products and
Services available to Members and that MSC shall, under no
circumstances, be liable for any actual, consequential or
incidental damages. It is the responsibility of the person
and/or company on the membership application to ensure that
all employees are aware of these Terms of Membership.
MSC's liability to any Member shall in no event exceed the
amount of the MSC membership fee paid by or on behalf of
that Member individually. MSC shall have no liability for
any delay in delivery for any cause beyond MSC's control,
including delay due to Union disputes or factory production
schedules. B) MSC shall not be responsible for any errors or
omissions, including information in the benefit materials
and communications, price changes or out-of-stock products
or service availability. C) All benefits, discounts, prices,
access telephone numbers, and procedures are subject to
change without notice. D) MSC assumes no responsibility for
the payment or contribution of any use or sales tax on the
products or services which may be imposed by State or
Federal Taxing Authority and such taxes, to the extent
imposed, shall remain the sole responsibility of the Members
or the direct provider of the products and services, as the
case may be.
4.
Term - Unless Members notify MSC that they do not wish to
renew their membership, MSC will automatically renew their
membership in MSC at the end of each Term and bill the
then-current renewal fee, if applicable, to the same credit
card, credit line, bank account, or address their original
membership fee was billed to or paid through, or to the
current credit card, credit line, bank account, or address
that MSC has in its files.
5.
Notices - Except where stated above, any
notices from Members to MSC must be in writing and shall be
deemed to have been given when actually delivered to MSC.
Any notice from MSC to Members when delivered to any address
the Members have given to MSC. Members must notify MSC of
any changes in their address.6.
Entire Agreement / Governing Law - All
agreement(s) between MSC and MSC Member shall be governed by
and enforceable in accordance with the laws of the
Commonwealth of Pennsylvania or Suppliers’ state of
incorporation at the option of MSC. Any and all
controversies or claims of whatsoever kind or nature, except
injunctive relief under paragraph 2, arising out of or
relating to any Agreement between MSC and MSC Member and
Benefit Terms, or the breach thereof, may be filed with the
American Arbitration Association, which award shall be
binding upon all parties and unappealable upon all parties
and may be entered in any court having jurisdiction thereof
or, at MSC’s sole option, MSC may elect to enforce the
agreement and terms by bringing or maintaining an action in
any court having situs in Suppliers’ state of
incorporation or in a County Court of the Commonwealth of
Pennsylvania or the federal district court at the sole
option of MSC and MSC Member agrees that service of process
may be made by certified mail postage prepaid direct to MSC
Member. MSC Member agrees that, whatever and wherever such
action is brought and/or maintained by MSC, MSC Member shall
pay reasonable attorney’s fees and court costs incurred by
MSC. This Agreement shall be deemed to be signed if by
counterpart and/or by facsimile (fax) communication.