Terms of Service

By accessing, registering for, or using Memberra ("the Service"), operated by Memberra Ltd ("Memberra", "we", "us", "our"), you ("Operator", "you") agree to be bound by these Terms of Service, our Privacy Policy, our Disclaimer, and our DMCA Policy. If you do not agree to any part of these Terms, you must not access or use the Service.

Memberra provides software-as-a-service tools for subscription billing, payment orchestration, customer portals, lifecycle automation, and analytics. The Service allows Operators to manage paid memberships and provision access to their own independently-operated media servers via publicly-documented third-party APIs.

Memberra does not host, store, transmit, distribute, scan, or moderate media content of any kind. Memberra is not a media service, content provider, content delivery network, reseller, broadcaster, or distributor. Memberra has no visibility into, and accepts no responsibility for, the content or operation of any Operator's server.

You must be at least 18 years old and legally able to enter into binding contracts in your jurisdiction. By using the Service you represent, warrant and continuously undertake that:

• You lawfully own, license, or are otherwise fully authorised to operate any media server, application or system you connect to the Service.
• Your use of the Service and the operation of any connected system complies with all applicable laws, including copyright, broadcasting, consumer-protection, advertising, tax, anti-money-laundering and data-protection laws in every jurisdiction in which you or your end customers are located.
• You comply with the terms of service of all third-party platforms you integrate with, including but not limited to Plex, Jellyfin, Emby, Stripe, PayPal, Cloudflare, Discord and any cryptocurrency processor.
• You will not use the Service to facilitate any unlawful activity, including the unauthorised distribution of copyrighted material, fraud, or circumvention of access controls.
• You are solely responsible for verifying the age, identity, jurisdiction and eligibility of your end customers where required by law.
• You are solely responsible for your own pricing, tax collection, invoicing obligations, VAT/sales-tax registration and remittance, and consumer disclosures.

You acknowledge that Memberra is a neutral tooling provider and exercises no editorial control over your business.

Operators pay Memberra a subscription fee for use of the platform per the published pricing at the time of purchase. Add-ons, usage-based fees and overages may apply and are billed in the same cycle.

Operators connect their own Stripe, PayPal and/or cryptocurrency merchant accounts to collect funds from their end customers. Memberra never holds, processes, has custody of, or is responsible for end-customer funds. All chargebacks, disputes, refund obligations to end customers, payment-processor fees, currency-conversion losses and reserve balances are exclusively the Operator's responsibility.

Subscription fees are billed in advance, on a recurring basis, and authorise Memberra to charge your payment method automatically at each renewal until cancelled. We may change pricing on at least 30 days' written notice; continued use of the Service after the effective date constitutes acceptance of the new pricing.

All fees paid to Memberra are strictly non-refundable. This includes, without limitation: monthly and annual subscription fees, prepaid credit, wallet top-ups, add-on fees, domain charges, usage overages, set-up fees, and any other charges levied by Memberra.

• No refunds are issued for partial billing periods, unused time on a subscription, downgrades, or accounts that are cancelled, suspended or terminated mid-cycle (whether by you or by us).
• No refunds are issued for outages, third-party service degradations, API changes by Plex/Jellyfin/Emby/Stripe/PayPal/Discord or any other third party, or for features that you did not use.
• No refunds are issued where an account is suspended or terminated for breach of these Terms, the Acceptable Use Policy, or applicable law.
• Where you are a consumer in the UK/EU and would otherwise have a statutory right of withdrawal, you expressly request that the Service begin immediately upon purchase and acknowledge that, by doing so, you lose that right of withdrawal under Regulation 37 of the Consumer Contracts Regulations 2013 (and equivalent EU law).
• Nothing in this section limits non-excludable statutory rights that cannot be waived under the law of your jurisdiction.

If you believe a charge has been made in error, contact billing@memberra.co.uk within 14 days of the charge. Initiating a chargeback without first contacting us is a material breach of these Terms and may result in immediate suspension.

New accounts may receive a free trial of a duration shown at signup. No payment method may be required during the trial. At the end of the trial, the account requires a paid subscription to continue using the Service. Trials are limited to one per individual, business or affiliated group of either; abuse of trials (including multiple signups) may result in immediate termination without refund.

Operators are the sole and exclusive point of contact for their own end customers. Without limiting anything else in these Terms, the Operator is solely responsible for:

• All communication with, and support for, their end customers — including pre-sales questions, billing queries, technical support, account recovery, content requests, complaints, disputes and escalations.
• Defining and publishing their own terms of service, privacy policy, refund/cancellation policy, acceptable use policy and any other end-customer-facing legal documents required by applicable law.
• Honouring or denying refund, cancellation and chargeback requests from their end customers in accordance with the Operator's own published policies and applicable consumer law.
• Compliance with all consumer-protection, distance-selling, electronic-commerce and data-protection obligations owed to their end customers.
• Any loss, damage, claim or liability suffered by an end customer arising from the Operator's service, server, content, downtime, data loss, or business decisions.

Memberra provides no support, warranty, service-level commitment, refund, credit or remedy of any kind to end customers. Where an end customer contacts Memberra directly, we may, at our sole discretion and without obligation, redirect the request to the relevant Operator. The Operator agrees to indemnify Memberra for any cost, fee, claim or expense arising from end-customer contact, complaints, or legal action.

You may not use the Service to: (a) violate any law, regulation or third-party right; (b) distribute, store, link to, or facilitate distribution of infringing, illegal, harmful, defamatory, harassing, obscene, or CSAM content; (c) attempt to bypass, probe, scan, or undermine the security, rate limits, or access controls of the Service; (d) resell, sublicense, white-label or rent the Service to a third party except as expressly permitted by your plan; (e) reverse-engineer, decompile or attempt to derive source code from the Service; (f) use the Service to send spam, unsolicited marketing, or messages that violate anti-spam law; (g) impersonate any person or entity; (h) interfere with the proper working of the Service or any user of the Service; (i) use the Service to mine cryptocurrency or run unrelated workloads.

We may suspend, throttle, or terminate accounts that violate this policy, with or without prior notice, at our sole discretion and without refund. We may also report unlawful activity to law enforcement and preserve relevant data for that purpose.

The Service interoperates with third-party platforms (including Plex, Jellyfin, Emby, Stripe, PayPal, Cloudflare, Discord and others). We are not responsible for, and provide no warranty in respect of, those services, their availability, their pricing, their terms, or any changes they make to their APIs. Your use of those services is governed by their own terms, and your relationship with each provider is directly between you and that provider.

The Memberra name, logo, software, documentation, design assets, and all related intellectual property are owned by Memberra Ltd or its licensors. You receive a limited, non-exclusive, non-transferable, revocable licence to use the Service during your subscription, solely for the operation of your own business. No rights are granted by implication, estoppel, or otherwise. All third-party trademarks referenced (including Plex, Jellyfin, Emby) are the property of their respective owners and are used solely for descriptive interoperability purposes.

Feedback, suggestions or ideas you submit to us are non-confidential and may be used by us without restriction or compensation.

Our handling of personal data is described in our Privacy Policy. For end-customer data passing through Operator portals, the Operator is the independent data controller and Memberra acts as a processor on the Operator's behalf. Operators are responsible for their own GDPR/UK-GDPR/CCPA obligations, including providing a lawful basis for processing, responding to data-subject requests, and notifying their own end customers of any breach affecting their data.

Memberra responds to valid copyright takedown notices under the procedure described in our DMCA Policy. Because Memberra does not host or transmit media content, takedown notices concerning content streamed from an Operator's server will be forwarded to the relevant Operator, who is solely responsible for responding. Repeat infringers — whether Operators or their end customers — will be terminated.

Memberra targets high availability but does not commit to any specific uptime, response time, or service-level guarantee unless a written SLA has been signed as part of an Enterprise contract. Scheduled maintenance, third-party outages, force-majeure events, and emergency security work may interrupt the Service from time to time. No credits or refunds are owed for unavailability.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEMBERRA DISCLAIMS ALL WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, UNINTERRUPTED OPERATION, AND ABSENCE OF ERRORS OR VIRUSES. NO ORAL OR WRITTEN INFORMATION OBTAINED FROM MEMBERRA CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEMBERRA'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THE SERVICE — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE — SHALL NOT EXCEED THE FEES ACTUALLY PAID BY YOU TO MEMBERRA IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL MEMBERRA BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, CUSTOMERS OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Nothing in these Terms limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot lawfully be limited or excluded.

You agree to defend, indemnify and hold harmless Memberra Ltd, its officers, directors, employees, contractors, agents and affiliates from and against any and all claims, liabilities, damages, losses, judgments, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your use of the Service; (b) the operation of any media server, application or system you connect to the Service; (c) your end customers, including any complaint, refund demand, chargeback or legal action brought by an end customer; (d) any content you, your end customers, or any third party transmits, stores or makes available via systems you operate; (e) your breach of these Terms, our policies, or any law; (f) your violation of any third-party right, including intellectual-property, privacy or publicity rights; (g) any tax assessed against Memberra as a result of your business activity.

We may suspend or terminate your account, with or without notice, for: non-payment; breach of these Terms or our policies; suspected fraud or abuse; risk to the Service or other users; an order from a competent authority; or for any other lawful reason at our discretion. You may cancel your subscription at any time from your account dashboard; cancellation takes effect at the end of the then-current billing period and, consistent with Section 5, no refund is owed for the unused remainder. Upon termination, your right to use the Service ends immediately and we may delete your data after a reasonable retention window described in the Privacy Policy. You may export your data at any time before termination.

Memberra is not liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, pandemic, government action, labour dispute, internet or telecommunications failure, or third-party service outage.

You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms to an affiliate or successor in connection with a merger, acquisition, reorganisation or sale of assets.

These Terms are governed by the laws of England and Wales without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts of England and Wales for any dispute arising out of or in connection with these Terms, save that Memberra may bring proceedings in any jurisdiction where you reside or do business to enforce its intellectual-property rights or recover sums owed.

These Terms, together with the documents referenced in them, constitute the entire agreement between you and Memberra and supersede all prior agreements relating to the Service. If any provision is held invalid or unenforceable, the remaining provisions remain in full force. Failure to enforce a provision is not a waiver of it.

We may update these Terms from time to time. Material changes will be notified by email or in-app at least 30 days before they take effect. Non-material changes (clarifications, typos, formatting) take effect on posting. Continued use of the Service after the effective date constitutes acceptance.

Legal: legal@memberra.co.uk · Billing: billing@memberra.co.uk · Privacy: privacy@memberra.co.uk.