WithMemberly Terms of Use

1. Acceptance of These Terms

By accessing or using the Platform, creating an account, purchasing a subscription, listing an event, joining a membership, or otherwise interacting with the Platform, you agree to be bound by these Terms and our Privacy Policy.

If you do not agree to these Terms, you must not access or use the Platform.

If you use the Platform on behalf of a company, event brand, community, or other organization, you represent and warrant that you have authority to bind that organization to these Terms. In that case, “you” includes both you and that organization.

2. Eligibility

You may use the Platform only if:

• you are at least 18 years old;
• you have the legal capacity to enter into a binding agreement;
• you are not prohibited from using the Platform under applicable law; and
• your use of the Platform complies with these Terms and all applicable laws.

The Platform is not directed to children under 18, and persons under 18 may not create accounts or use the Platform.

3. Nature of the Platform

WithMemberly provides a technology platform for event-related memberships, subscriptions, communities, and event engagement. As reflected in the source materials reviewed, the Platform is intended to help event producers move beyond one-off ticketing by offering subscription-based access, audience ownership, community features, event-management tools, analytics, reporting, and AI-supported planning tools. The reviewed materials also describe future or evolving capabilities such as predictive event scoring, enterprise subscriptions, SaaS licensing, and integrations with third-party marketing tools.

Unless expressly stated otherwise in a separate written agreement:

• WithMemberly is not the organizer, promoter, sponsor, venue operator, or insurer of third-party events listed on the Platform;
• event producers are solely responsible for the events they create, publish, manage, and offer through the Platform;
• attendees are solely responsible for evaluating whether an event, producer, or community is appropriate for them; and
• WithMemberly does not guarantee the availability, quality, legality, safety, timing, attendance, profitability, or outcome of any event or community.

4. Account Registration and Security

To access some features, you may need to create an account. You agree to:

• provide accurate, current, and complete information;
• keep your login credentials confidential;
• promptly update your account information if it changes; and
• accept responsibility for all activities occurring under your account.

You must notify us immediately at contracts@withmemberly.com if you believe your account has been compromised or used without authorization.

We may suspend or terminate accounts that contain false information, impersonate another person or entity, or otherwise violate these Terms.

5. User Roles

The Platform supports the following user roles:

• Producer: a user who creates or manages a profile, community, event, membership, offer, or related content through the Platform;
• Member: a user who joins a community, purchases or accesses a membership or subscription, or receives benefits or access through the Platform; and
• User: any individual who accesses, browses, or uses the Platform, including Members and Producers.

Additional terms may apply to certain roles, features, or paid plans.

6. Memberships, Subscriptions, and Paid Services

Platform Plans

WithMemberly may offer free and paid plans, including producer-facing plans, membership tools, analytics packages, integrations, enterprise services, and other subscription-based products. The source materials reviewed describe multiple pricing tiers for producers, including monthly fees and revenue-share charges tied to subscription sales.

All fees, pricing, billing intervals, usage limits, included features, and applicable taxes will be disclosed at the time of purchase or in an applicable order form, pricing page, or subscription flow.

Memberships Offered by Producers

The Platform may allow producers to create and offer recurring memberships, subscription-based access, community perks, premium content, event access, or related offerings to members and attendees.

If you purchase a producer’s membership or subscription through the Platform:

• your purchase may be subject to the producer’s additional terms, rules, eligibility criteria, and event policies;
• the producer is responsible for describing what is included in the membership;
• access to specific events or perks may be limited by capacity, timing, eligibility, geography, venue restrictions, or other conditions; and
• WithMemberly may act solely as the technology and payment-facilitation layer, unless expressly stated otherwise.

Billing and Auto-Renewal

If you enroll in a recurring subscription, you authorize us or our payment processor to charge your selected payment method on a recurring basis until canceled. Unless otherwise stated:

• subscriptions automatically renew for the same billing cycle;
• charges occur at the beginning of each renewal period;
• you must cancel before renewal to avoid the next charge; and
• fees are non-refundable except as required by law or expressly stated otherwise.

Revenue Share, Processing Fees, and Other Charges

WithMemberly may charge subscription fees, platform fees, revenue-share amounts, payment-processing charges, chargeback fees, payout reserves, taxes, and other fees disclosed to you during signup, checkout, in a pricing page, or in a separate agreement.

We may deduct amounts owed to us from payouts, settlement amounts, credits, or other sums otherwise payable to you, to the extent permitted by law and any applicable agreement.

Taxes

You are responsible for all taxes, duties, levies, and similar governmental assessments associated with your use of the Platform, except taxes based on WithMemberly’s net income. We may collect taxes where required.

7. Payments and Payment Processors

Payments made through the Platform may be processed by one or more third-party payment processors. By submitting payment information, you authorize WithMemberly and its processors to charge the applicable payment method for all amounts due.

You agree that:

• payment processors may have their own terms and privacy policies;
• we are not responsible for payment processor errors, delays, outages, or security incidents outside our reasonable control;
• failed payments may result in suspension of access, cancellation of subscriptions, or delayed payouts; and
• we may verify identities, delay payouts, or place reserves where reasonably necessary for fraud prevention, chargeback risk, compliance, or security.

8. Event Listings, Communities, and Producer Responsibilities

If you are a producer, organizer, or community operator, you are solely responsible for:

• all event listings, descriptions, schedules, images, pricing, perks, promises, disclosures, and house rules you publish;
• obtaining all required rights, licenses, permits, consents, and insurance for your events and activities;
• complying with venue requirements, public safety rules, accessibility obligations, age restrictions, alcohol laws, advertising laws, and consumer protection requirements;
• honoring the terms of memberships, subscriptions, access rights, and promotions you offer; and
• handling attendee communications, event changes, cancellations, refunds, and disputes, except to the extent the Platform expressly undertakes a role.

You may not use the Platform to mislead users about event availability, expected attendance, featured talent, venue, pricing, or membership benefits.

9. Cancellations, Refunds, and Event Changes

Producer-Managed Events and Offers

Unless otherwise required by law or expressly stated by WithMemberly, event refund, cancellation, postponement, rescheduling, and no-show policies are determined by the applicable producer.

Platform Fees

Platform subscription fees, service fees, and revenue-share amounts are generally non-refundable once incurred, except:

• where a refund is required by applicable law;
• where we expressly agree otherwise in writing; or
• where a separate refund policy applies.

Event Changes

Events may be canceled, postponed, relocated, modified, or capacity-limited. WithMemberly is not liable for losses arising from producer-made changes, venue restrictions, force majeure events, travel disruptions, talent substitutions, or acts beyond our reasonable control.

10. User Content

Your Content

You may be able to submit, post, upload, transmit, or otherwise make available content on or through the Platform, including:

• account and profile information;
• biographies, brand descriptions, and community pages;
• event listings, titles, dates, locations, and promotional materials;
• photos, videos, logos, comments, messages, reviews, and feedback; and
• other materials, data, or communications (“User Content”).

You retain ownership of your User Content, subject to the rights you grant below.

License to WithMemberly

You grant WithMemberly a worldwide, non-exclusive, royalty-free, sublicensable license to host, reproduce, store, adapt, modify, display, perform, distribute, publish, and otherwise use your User Content as necessary to:

• operate, maintain, improve, and provide the Platform;
• process memberships, event listings, and community access;
• promote events, communities, and Platform features;
• generate analytics, insights, recommendations, and reporting;
• train, test, validate, and improve platform safety, moderation, discovery, and event intelligence features, subject to applicable law and our Privacy Policy; and
• comply with legal obligations and enforce these Terms.

You represent and warrant that you have all rights necessary to grant this license.

Content Standards

You may not submit User Content that:

• is false, deceptive, fraudulent, or misleading;
• infringes intellectual property, privacy, publicity, or other rights;
• is defamatory, harassing, abusive, hateful, threatening, or sexually exploitative;
• promotes unlawful conduct or unsafe event activity;
• contains malware, malicious code, or hidden scripts; or
• violates these Terms or applicable law.

Monitoring and Removal

We may, but are not obligated to, review, remove, restrict, edit, or disable User Content at our discretion, including where we believe it violates these Terms, creates risk, or may expose users or WithMemberly to harm or liability.

11. Acceptable Use

You agree not to, and not to allow others to:

• use the Platform for any unlawful, fraudulent, deceptive, or abusive purpose;
• impersonate any person or entity or misrepresent affiliation;
• scrape, harvest, or extract data except as expressly permitted;
• access or use the Platform to build a competing product or benchmark service without authorization;
• interfere with Platform functionality, security, or performance;
• bypass access controls, rate limits, or technical restrictions;
• upload malicious code or exploit vulnerabilities;
• use the Platform to spam, phish, stalk, or harass others;
• manipulate metrics, event scores, reviews, subscriptions, referrals, or engagement signals;
• offer counterfeit, unauthorized, or unlawful goods, services, tickets, or memberships;
• violate export controls, sanctions, anti-corruption laws, consumer laws, or data protection laws; or
• use the Platform in a way that could harm WithMemberly, its users, or the public.

12. Third-Party Services and Integrations

The source materials reviewed indicate current or planned use of third-party tools and integrations, including payment flows and third-party marketing tools. The Platform may also link to or interoperate with third-party websites, venues, ticketing tools, analytics vendors, cloud infrastructure providers, communications providers, social platforms, and payment processors.

WithMemberly is not responsible for:

• third-party products or services;
• third-party content, policies, or practices;
• failures, outages, inaccuracies, or security incidents caused by third parties; or
• transactions between you and third parties.

Your use of third-party services may be subject to separate terms and privacy policies.

13. AI and Event Intelligence Features

WithMemberly may offer AI-powered or automated tools to support event data analysis, event scoring, recommendations, analytics, and planning. These tools are provided for informational and operational support only and do not guarantee event attendance, sell-out likelihood, revenue, marketing performance, compliance, safety, or any other outcome.

You are responsible for reviewing any AI-generated outputs before relying on them and for making your own business, event, and purchasing decisions. AI features do not provide legal, tax, accounting, insurance, safety, investment, or other professional advice.

To the extent applicable law provides rights related to automated processing, profiling, or personal information, those rights remain available as described in our Privacy Policy.

14. Intellectual Property

The Platform, including its software, design, text, graphics, interfaces, branding, trademarks, service marks, logos, compilations, and underlying technology, is owned by or licensed to WithMemberly and protected by intellectual property laws.

Except for the limited rights expressly granted in these Terms, no rights are transferred to you. You may not copy, modify, distribute, sell, lease, reverse engineer, decompile, or create derivative works from the Platform except as expressly permitted by law or by our written authorization.

15. Feedback

If you provide ideas, suggestions, feedback, enhancement requests, or recommendations, you grant us a worldwide, perpetual, irrevocable, royalty-free right to use them without restriction or compensation to you.

16. Privacy

Your use of the Platform is subject to our Privacy Policy.

For California users, the California Attorney General explains that the CCPA, as amended by the CPRA, gives qualifying consumers rights including the right to know what personal information a business collects and how it is used and shared, the right to delete personal information collected from them in some cases, the right to opt out of sale or sharing, and the right to non-discrimination for exercising their rights. For EU users, the European Commission states that GDPR rights include access, rectification, erasure, restriction, portability, and objection. UK guidance from the ICO similarly describes UK GDPR rights and notes ongoing review of certain guidance following the Data (Use and Access) Act coming into law on June 19, 2025. (oag.ca.gov)

Nothing in these Terms is intended to limit any non-waivable privacy or consumer rights you may have under applicable law.

17. Communications and Electronic Notices

You consent to receive communications from us electronically, including by email, Platform notifications, SMS or messaging where enabled, and website postings. You agree that such electronic communications satisfy legal communication requirements to the extent permitted by law.

You are responsible for keeping your contact details current.

18. Suspension and Termination

We may suspend, restrict, or terminate your access to the Platform, with or without notice, if:

• you violate these Terms;
• you create legal, financial, security, or reputational risk;
• your account is inactive for an extended period;
• required fees are unpaid;
• we suspect fraud, abuse, chargeback misconduct, or unlawful activity; or
• we are required to do so by law or a third-party provider.

You may stop using the Platform at any time, and may cancel subscriptions subject to the applicable billing terms.

Upon termination:

• your right to use the Platform ends immediately;
• accrued payment obligations survive;
• licenses granted to us for operational, archival, legal, and enforcement purposes may continue as reasonably necessary; and
• sections that by their nature should survive will survive, including ownership, payment obligations, disclaimers, limitations of liability, indemnification, dispute resolution, and miscellaneous terms.

19. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” WITHMEMBERLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WITHMEMBERLY DOES NOT WARRANT THAT:

• THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE;
• ANY EVENT, MEMBERSHIP, COMMUNITY, OR PRODUCER WILL MEET YOUR EXPECTATIONS;
• ANY AI OUTPUT, EVENT SCORE, OR PREDICTION WILL BE ACCURATE, COMPLETE, OR RELIABLE;
• ANY EVENT WILL BE SAFE, LAWFUL, PROFITABLE, ACCESSIBLE, OR SUCCESSFUL; OR
• ANY DEFECTS WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WITHMEMBERLY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF WITHMEMBERLY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF:

1. THE AMOUNTS PAID BY YOU TO WITHMEMBERLY IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR
2. ONE HUNDRED U.S. DOLLARS (US $100).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION AND REGARDLESS OF WHETHER ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Consumer-Law Carveout

Nothing in these Terms excludes or limits liability that cannot be excluded under applicable law, including certain statutory rights or remedies available to consumers in California, the EU, or the UK.

21. Indemnification

You agree to defend, indemnify, and hold harmless WithMemberly and its affiliates, officers, directors, employees, contractors, licensors, and service providers from and against any claims, actions, proceedings, liabilities, damages, judgments, awards, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• your use of the Platform;
• your User Content;
• your events, communities, memberships, offers, promotions, or conduct;
• your violation of these Terms;
• your infringement or misappropriation of any third-party rights; or
• your violation of applicable law.

We reserve the right to assume exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with that defense.

22. Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Platform will be governed by the laws of the State of Arkansas, without regard to conflict-of-laws principles, except to the extent that mandatory consumer protection laws in your jurisdiction require otherwise.

23. Dispute Resolution

Informal Resolution First

Before filing a formal claim, you agree to first contact us at contracts@withmemberly.com and attempt to resolve the dispute informally. Please include your name, account email, a description of the issue, and the relief sought.

Class Action Waiver Placeholder

To the extent permitted by law, claims must be brought on an individual basis and not as a plaintiff or class member in any purported class, collective, representative, or private attorney general proceeding.

Consumer Carveouts

Nothing in this section is intended to:

• deprive California consumers of rights or remedies that cannot be waived under applicable law;
• prevent EU or UK consumers from relying on mandatory laws or local forum rights available to them under applicable consumer law; or
• require arbitration or venue provisions where unenforceable under applicable law.

24. Export, Sanctions, and Compliance

You may not use the Platform in violation of export control, sanctions, anti-money laundering, anti-bribery, or similar laws. You represent that you are not located in, ordinarily resident in, or acting on behalf of a restricted party or prohibited jurisdiction, to the extent such restrictions apply.

25. Changes to the Platform

We may modify, suspend, discontinue, or update any part of the Platform at any time, including features, pricing, tiers, integrations, AI capabilities, and availability, with or without notice, subject to applicable law.

26. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we may provide notice by posting updated Terms on the Platform, updating the “Last Updated” date, emailing users, or using another reasonable method.

Your continued use of the Platform after updated Terms become effective constitutes acceptance of the revised Terms, to the extent permitted by law.

27. Miscellaneous

Entire Agreement

These Terms, together with any incorporated policies and any applicable order form or separate written agreement, constitute the entire agreement between you and WithMemberly regarding the Platform.

Severability

If any provision of these Terms is held unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

No Waiver

Failure to enforce any provision of these Terms is not a waiver of that provision.

Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, corporate reorganization, asset sale, or by operation of law.

Force Majeure

We are not liable for delays or failures caused by events beyond our reasonable control, including natural disasters, internet outages, labor disputes, pandemics, government actions, venue closures, civil unrest, war, terrorism, utility failures, or third-party service disruptions.

Relationship of the Parties

Nothing in these Terms creates any partnership, joint venture, employment, franchise, agency, or fiduciary relationship between you and WithMemberly.

Interpretation

Headings are for convenience only. “Including” means “including without limitation.”

28. Contact Information

For legal notices, contract inquiries, or questions about these Terms, contact: