Terms and Conditions

By signing up for a Memberply account or by using any Memberply services, you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).

1. Terms

Definitions: "Merchants" are users who run their businesses using Memberply's software. "Users" are the same, we may interchange terminology in this document. "Customers" are customers of the merchants.

By accessing the website at https://www.memberply.com, you are agreeing to be bound by these terms of service, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.

Furthermore you also agree to our privacy and cookie policies.

2. Disclaimer

The materials on Memberply's website are provided on an 'as is' basis. Memberply makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.

Further, Memberply does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.

3. Limitation of Liability

You expressly understand and agree that, to the extent permitted by applicable laws, Memberply shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use Memberply's service.

To the extent permitted by applicable laws, in no event shall Memberply or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our subsidiaries, affiliates, Memberply partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

Your use of Memberply's services is at your sole risk. The services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

Memberply does not warrant that the Services will be uninterrupted, timely, secure, or error-free.

Memberply does not warrant that the results that may be obtained from the use of our services will be accurate or reliable.

Memberply does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through Memberply's services will meet your expectations, or that any errors in Memberply's services will be corrected.

4. General Conditions

You may not use the Memberply's services for any illegal or unauthorized purpose nor may you, in the use of Memberply's service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of the Australia and the State of Western Australia. You will comply with all applicable laws, rules and regulations in your use of Memberply's service and your performance of obligations under the Terms of Service.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of Memberply's service, use of Memberply's services, or access to Memberply's services without the express written permission by Memberply.

You shall not purchase search engine or other pay per click keywords (such as Google Ads), or domain names that use Memberply or Memberply trademarks and/or variations and misspellings thereof.

You understand that your materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

5. Accuracy of Materials

The materials appearing on Memberply's website could include technical, typographical, or photographic errors. Memberply does not warrant that any of the materials on its website are accurate, complete or current. Memberply may make changes to the materials contained on its website at any time without notice. However Memberply does not make any commitment to update the materials.

6. Links

Memberply has not reviewed all the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Memberply of the site. Use of any such linked website is at the user's own risk.

7. Refunds

No refunds will be given to users of Memberply’s software because we offer a trial period. Please make sure you end your trial via your account settings page if you don't want to continue using Memberply when on your trial.

Transaction fees are non-refundable.

Unless we clearly state otherwise in our offer, there are also no refunds for products of Firebrand Creative Trust such as coaching and training products and all sales are final.

8. Cancellation and Termination

You may cancel your account at any time in the Settings area of your merchant dashboard.

Upon termination of the Services by either party for any reason:

1. Memberply will cease providing you with Memberply's services and you will no longer be able to access your account;

2. Unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any fees, pro rata or otherwise;

3. Any outstanding balance owed to Memberply for your use of Memberply's services through the effective date of such termination will immediately become due and payable in full;

4. Your merchant store website will be taken offline.

If at the date of termination of Memberply's service, there are any outstanding fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.

We reserve the right to modify or terminate the Memberply service, the Terms of Service and/or your account for any reason, without notice at any time. Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.

Fraud: Without limiting any other remedies, Memberply may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of Memberply's services.

9. Affiliation

Memberply is not responsible for the delivery of any products or services sold on any of the websites powered by Memberply.

10. Misconduct

Memberply withhold the right to suspend any users using our platform inappropriately if we deem so.

All merchants must only use assets and materials that they own the rights to. Copyright infringement will not be tolerated.

It is the merchant's responsibility to ensure their customers are kept satisfied and attended to. Memberply promotes best business practices of honest nature.

11. Modifications to our Service and Prices

Prices for using Memberply's services are subject to change upon 30 days’ notice from Memberply. Such notice may be provided at any time by posting the changes to the Memberply site (memberply.com) or the administration menu of your Memberply store via an announcement.

Memberply reserves the right at any time, and from time to time, to modify or discontinue, our services (or any part thereof) with or without notice.

Memberply shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of Memberply's service.

12. Memberply Rights

We reserve the right to modify or terminate Memberply's services for any reason, without notice at any time. Not all Memberply's services and features are available in every jurisdiction and we are under no obligation to make any Memberply's services or features available in any jurisdiction.

We reserve the right to refuse service to anyone for any reason at any time.

We may, but have no obligation to, remove materials and suspend or terminate accounts if we determine in our sole discretion that the goods or services offered via a merchant store, or the materials uploaded or posted to a merchant store, violate these Terms of Service.

Verbal or written abuse of any kind (including threats of abuse or retribution) of any Memberply customer, Memberply employee, member, or officer will result in immediate account termination.

Memberply does not pre-screen materials and it is in our sole discretion to refuse or remove any materials from Memberply's service, including your merchant store.

We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Memberply employees and contractors may also be Memberply customers/merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 13) in doing so.

In the event of a dispute regarding account ownership, we reserve the right to request documentation to determine or confirm account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc.

Memberply retains the right to determine, in our sole judgment, rightful Account ownership and transfer an account to the rightful merchant store owner. If we are unable to reasonably determine the rightful merchant store owner, without prejudice to our other rights and remedies, Memberply reserves the right to temporarily disable an account until resolution has been determined between the disputing parties.

13. Confidentiality

“Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Memberply’s Confidential Information includes all information that you receive relating to us, or to Memberply's services, that is not known to the general public including information related to our security program and practices.

Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 13. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

14. Intellectual Property and Customer Content

We do not claim any intellectual property rights over the materials you provide to the Memberply service. All materials you upload remains yours. You can remove your Memberply merchant store at any time by deleting your account.

By uploading materials, you agree: (a) to allow other internet users to view the materials you post publicly to your merchant store; (b) to allow Memberply to store, and in the case of materials you post publicly, display and use your materials; and (c) that Memberply can, at any time, review and delete all the materials submitted to its service, although Memberply is not obligated to do so.

You retain ownership over all materials that you upload to the merchant store; however, by making your merchant store public, you agree to allow others to view materials that you post publicly to your merchant store. You are responsible for compliance of the materials with any applicable laws or regulations.

Memberply shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your merchant store to promote Memberply's service.

15. Governing Law

These terms and conditions are governed by and construed in accordance with the laws of Australia and you irrevocably submit to the exclusive jurisdiction of the courts in the state of Western Australia.