Updated October 15, 2025
Member Agreement
This Membership Agreement ("Agreement") is made and entered into on this 22nd day of October, 2025, by and between PromoSoft, LLC, a Virginia Corporation ("Company"), with a principal place of business at 11173 Leadbetter Road, Ashland, Virginia 23005, and Member Name, an individual or entity ("Member") with a mailing address at 205 S. Mecklenburg Avenue, South Hill, VA 23970.
WHEREAS, the Company provides access to its cloud-based software as a service (SaaS) platform (the "Platform"); and WHEREAS, Member desires to access the Platform in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and promises hereinafter set forth, the parties agree as follows:
1. Access to the Platform
The Company grants the Member access to the Platform, subject to the terms and conditions of this Agreement. Access to the Platform will be provided through administrative user account(s) created by the Company and subsequent user account(s) created by the Member.
2. Membership Fees and Payment
The Member agrees to pay the Company a monthly fee of $X.XX (the "Membership Fee") for access to the Platform. The Membership Fee will be due on the first day of each calendar month, beginning on Start Date. Payments shall be made via credit card or ACH, wire transfer, or similar automated bank draft and shall be processed automatically unless otherwise agreed upon in writing. The Member agrees that the Membership Fee is non-refundable.
3. Term and Termination
This Agreement shall commence on the date of execution and shall continue on a month-to-month basis until terminated by either party. The Member may terminate this Agreement at any time by using the 'Cancel' button provided in their online profile, or by providing thirty (30) days written notice to the Company. The Company reserves the right to terminate or suspend access to the Platform if the Member fails to pay the Membership Fee within fifteen (15) days of the due date.
4. Use of the Platform
The Member agrees to use the Platform in accordance with all applicable laws, rules, and regulations. The Member agrees not to use the Platform for any unlawful, harmful, or fraudulent activities. The Member shall not share their login credentials with any third party without prior consent from the Company.
5. Confidentiality
The Member agrees to maintain the confidentiality of any proprietary or confidential information obtained through the use of the Platform. This obligation of confidentiality will survive the termination of this Agreement.
6. Limitations of Liability
The Company shall not be liable for any indirect, special, incidental, or consequential damages arising from the Member's use or inability to use the Platform, even if the Company has been advised of the possibility of such damages. The Company's total liability for any claims arising out of this Agreement shall not exceed the total amount of Membership Fees paid by the Member during the three (3) months immediately preceding the event giving rise to the claim.
7. Amendments
The Company reserves the right to modify or amend this Agreement, including the Membership Fee, at any time upon providing the Member with thirty (30) days written notice, unless a defined contract term with Member has been established. The Member's continued use of the Platform after any such modifications shall constitute acceptance of the revised terms.
8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia. Any disputes arising under this Agreement shall be resolved through mediation in Virginia, unless otherwise agreed.
9. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior discussions or agreements, whether oral or written. If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. By checking the 'I agree' box, the parties have executed this Membership Agreement as of the date first stated above.