Memberful Terms of Service
This is a legally binding contract between you and Memberful. Please make sure you read it (it should take about 15 minutes). We’ve tried to make it as clear as possible, but we welcome your feedback to firstname.lastname@example.org if you have suggestions or questions.
Memberful provides sellers with a hosted membership service for the sale of electronic content and the protection of external website content through the use of our private label service, API, and website. The contractual relationship is one between Memberful and seller only, and Memberful is not a party to, or liable for, the ongoing service obligation between the seller and their customers (“members”). When we say "site," we mean memberful.com and all the services offered through our site. When we say "we," "us," or "our," we mean Memberful LLC ("Memberful"). When we say "your content" or "content", we mean any text, sound, files, graphics or other material which you post, upload, protect, or sell on or through the site; similarly, when we say "Memberful content," we mean the copyrightable text, sound, graphics, and other material owned by Memberful. And when we say "terms," we mean these terms of service.
2. Accepting these terms
Please read these terms before using the site. If you do not agree to these terms, you may not register for the site. If we make material changes to these terms, we’ll let you know either through the site or via email (at the email address you provide). If you do not agree to those changes, you may send a request to cancel your account to email@example.com. If we do not hear from you within ten days, the revised terms will apply to you. Please also note that our Data Processing Addendum under the EU General Data Protection Regulation (GDPR) forms part of these Terms of Service and is incorporated herein by reference.
3. Permitted users
Memberful is designed for use by adults. You must be thirteen years of age or older to use it. If we learn that we have collected personal information from a child under the age of thirteen, we will delete that information as quickly as possible. If you believe that we might have any information from a child under the age of thirteen, please contact us at firstname.lastname@example.org. When you use the site, you represent and warrant that you have the legal capacity to form a binding contract with us, and are doing so by your agreement to these terms.
4. Copyright and intellectual property
We own our stuff; you own yours.
You retain ownership of all content you upload to, or otherwise share on the site. However, by posting, uploading, or sharing your content, you grant us a non-exclusive, sub-licensable, royalty-free, worldwide license to access, use, and display your content in connection with the site and services we provide to you. This license permits us to perform the services that you registered for; for example, it permits us to store your content on redundant data servers, but it does not permit us to sell your content to advertisers or any other third party, nor does it transfer the copyright to us. This license ends when you delete the material or your account (subject to our standard data backups, which we retain for 30 days).
In addition, the site provides features that allow you to sell your content to others. There are many things that others may do with that content, including copying it, modifying it, and re-selling it. So, please consider carefully what you choose to sell; we take no responsibility for that activity. Furthermore, you affirmatively agree not to reproduce, publish, or distribute content in connection with the site that infringes any third party's trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right.
All Memberful content, the selection, compilation, arrangement and presentation of all materials, and the overall design of the site are copyrighted by us, and are protected by US and international laws. Use of our content without our express prior written permission is strictly prohibited.
Memberful.com, Memberful, and the Memberful logo are trademarks or registered trademarks of Memberful LLC, in the United States and other foreign countries. Our trademarks may not be used in connection with any product or service without our express written permission.
You agree that all custom development and other data or materials generated or developed by us in connection with the site, including without limitation in response to your request for custom development or integration services or in connection with your suggestions, enhancement requests, recommendations, or other feedback, shall be and remain the property of Memberful. To the extent that any rights to such materials, under applicable law, do not vest directly in Memberful, you hereby assign to Memberful the ownership of all such rights, including without limitation all copyrights, in such materials without the necessity of any further consideration and Membeful shall be entitled to obtain and hold in its own name all such rights in such materials. To the extent that any such rights to such materials do not vest directly in Memberful and applicable law prohibits the assignment of such rights to Memberful, you hereby grant to Memberful a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to all such rights without the necessity of any further consideration.
5. Memberful rules
As a hosted membership service provider, we rely on Stripe to process your payments, and Stripe restricts certain businesses (“Restricted Businesses”) from using their payment processing service. Stripe defines a Restricted Business on their website and these definitions can be found at the following URL (subject to change): https://stripe.com/restricted-businesses.
You separately and additionally agree you will not engage in the following conduct while using the site:
- Creating or using the site to:
- send spam, chain letters, junk mail, or any other type of unsolicited mass email
- distribute viruses or other harmful, disruptive, or destructive files;
- use or attempt to use another person’s account;
- disrupt or interfere with the security of, or otherwise abuse, the site, or any servers or networks connected to the site; or
- attempt to obtain unauthorized access to or at the site;
- Impersonate another person;
- Making the site, in whole or in part, available to any other person, entity, or business except as expressly authorized by us;
- Copying, reverse engineering, decompiling, or disassembling any code or functionality of or at the site, in whole or in part, or otherwise attempting to discover the source code to any software used in or at the site; or modifying the site or any associated software or combine the site with any other software or services not provided or approved by us;
- Sharing with any minor any content or materials inappropriate for children, or allowing any minor access to such materials; or
- Systematically harvesting data from the site, or programmatically registering accounts on the site;
You agree that you alone, and not Memberful, are responsible for your actions in relation to the site, and for any communications transmitted under your account; that you will comply with all laws relating to the transmission of technical data or software exported from the United States; and that you will comply with all applicable local, state, national and international laws and regulations, including without limitation those related to privacy, data collection, and email creation and delivery.
If it appears you have violated any of these rules, Memberful may, in our sole discretion, ask you to remove any offending material, we may suspend your account indefinitely, or we may immediately limit or terminate your account.
6. Canceling your account
You can cancel your account at any time by visiting Account → Plans & Billing in your Memberful account dashboard. If you like, you may export your data via the API or request an export of your data. Upon canceling your account, all your data will be immediately and permanently deleted from our servers. Offsite backups containing your data will be deleted within 30 days.
7. Disclaimer of warranties
We will strive to prevent interruptions to the service and be good stewards of your data. However, the site and our services are provided on an "as is" and "as available" basis. We disclaim all warranties of any kind, whether express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement. We do not make any warranty that the site or our services will meet your requirements, or that the services will be uninterrupted, timely, secure, or error free, or that defects, if any, will be corrected. You understand that you download from or otherwise obtain content or services through the site at your own discretion and risk.
8. Limitations of liability
Under no circumstances — including, without limitation, negligence — shall we be liable for any direct, indirect, incidental, special or consequential damages, resulting from (1) the use or the inability to use the site; (2) the cost of procurement of substitute goods and services; (3) unauthorized access to or alteration of your transmissions or data; (4) loss of profits, use, data or other intangibles, even if we have been advised of the possibility of such damages. The foregoing shall not apply to the extent prohibited by applicable law.
You will not hold Memberful responsible for any content made available through the site. Our site allows anyone to sell downloadable files, at any time, from anywhere, in a variety of pricing formats. We are not involved in the actual transaction between buyers and sellers. We have no control over and do not guarantee the quality, safety or legality of the content advertised, the truth or accuracy of content, the ability of sellers to sell the content, the ability of buyers to buy the content, or that a buyer or and seller will actually complete or refund a transaction.
Our total cumulative liability to you for any and all claims arising from or in connection with these terms and/or the site (under any legal theory, including without limitation claims in contract or tort) will not exceed the amounts actually paid to us by you in the twelve (12) month period immediately preceding your formal written notice of the claim for liability hereunder. All claims that you may have against Memberful will be aggregated to satisfy this limit and multiple and/or subsequent claims will not enlarge this limit.
You agree to indemnify, defend, and hold harmless us, our officers, directors, employees, members, partners, agents, and suppliers, and their respective affiliates, officers, directors, employees, members, shareholders, partners, and agents, from any and all claims and expenses, including attorneys’ fees, arising out of your use of the site, including but not limited to your violation of this agreement. We may, at our sole discretion, assume the exclusive defense and control of any matter subject to indemnification by you. The assumption of such defense or control by us, however, shall not excuse any of your indemnity obligations.
10. Right to terminate
We may at any time decide to alter, amend, modify, or terminate the site, any functionality or portion of it, all in our sole discretion, and you understand that there is no guarantee that the site or any portion or functionality of it will continue to operate or be available for any particular period of time. If we terminate services for any reason, we will not be liable for continuation of services contracted for between you and your members.
These terms shall be governed by and construed in accordance with the laws of the state of California, without giving effect to its conflict of law provisions. You agree that you will bring any claim or cause of action arising out of your use of the site in the courts located within San Francisco, California, and you also agree to submit to the personal and exclusive jurisdiction of those courts. You agree that any claim or cause of action arising out of your use of the site or these terms must be filed within one year after such claim or cause of action arose or it shall be forever barred, notwithstanding any statute of limitations or other law to the contrary. If any provision contained in these terms is determined unenforceable, then such provision will be severed and replaced with a new provision that most closely reflects the intent of the original provision, and the remaining provisions of these terms will remain in full force and effect. No waiver of any provision of these terms shall be effective except pursuant to a written instrument signed by us expressly waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these terms and/or your use of the site. You may not assign any right, interest, or benefit provided under these terms or through the site without our express prior written consent. These terms set forth the entire agreement between you and us, and supersede any and all prior communications, agreements and proposals, whether electronic, oral or written, between you and us with respect to the site and our services. A printed version of these terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these terms and/or your use of the site to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Last Updated: January 20, 2021
These Terms were derived and adapted from Editorially, and are available for subsequent use under a Creative Commons Sharealike license. You are therefore allowed to copy it, adapt it, and repurpose it for your own use as permitted under the terms of that license. Just make sure to revise the language so that your policy reflects your actual practices.