Terms of Service

Last updated: January 1st, 2018

PLEASE READ THESE TERMS CAREFULLY BEFORE CREATING AN ACCOUNT, STARTING A FREE TRIAL, OR USING THE SERVICES.

THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER (SECTION 20) THAT AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. THESE TERMS ALSO CONTAIN DISCLAIMERS OF WARRANTIES (SECTION 17), LIMITATIONS OF LIABILITY (SECTION 18), AND INDEMNIFICATION OBLIGATIONS (SECTION 19). IF YOU ARE ESTABLISHED IN THE EUROPEAN ECONOMIC AREA, SWITZERLAND, OR THE UNITED KINGDOM, SEE SECTION 20.8 FOR PROVISIONS THAT APPLY TO YOU INSTEAD.

THE SERVICES ARE OFFERED SOLELY TO BUSINESSES AND ARE NOT INTENDED FOR PERSONAL, HOUSEHOLD, OR FAMILY USE.

YOUR SUBSCRIPTION RENEWS AUTOMATICALLY AND YOUR PAYMENT METHOD WILL CONTINUE TO BE CHARGED UNTIL YOU CANCEL. FEES ARE NON-REFUNDABLE. SEE SECTIONS 9 AND 10.

Acceptance of These Terms
Definitions
Eligibility and Business Use Only
The Services; What We Do and Do Not Provide
License Grant and Restrictions
Accounts, Credentials, Sub-Users, and White-Label Partners
Subscriber Content and Your Sole Responsibility for It
Our Rights; Monitoring, Removal, and Suspension
Free Trial, Automatic Renewal, and Cancellation
Fees, Billing, and No Refunds
Taxes
Visitor Data, Privacy Compliance, and Payment Information
Third-Party Services and Integrations
Intellectual Property
Affiliate Program
No Earnings, Results, or Business Guarantees
Disclaimer of Warranties
Limitation of Liability
Indemnification
Dispute Resolution; Arbitration; Class Action Waiver
Copyright Complaints
Term, Suspension, and Termination
Changes to These Terms and to the Services
General Provisions
How to Contact Us

1. Acceptance of These Terms

1.1 These Terms of Service (the “Terms”) are a legally binding agreement between Subscribe Funnels, LLC, an Oregon limited liability company with its registered office at [REGISTERED ADDRESS] (“Subscribe Funnels,” “we,” “us,” or “our”), and the business that registers for or uses the Services (“Subscriber,” “you,” or “your”).

1.2 You accept these Terms by any of the following, whichever occurs first: creating an account; starting a free trial; clicking a button or checkbox indicating acceptance; submitting payment information; or accessing or using any part of the Services.

1.3 These Terms incorporate by reference, and you also agree to, the following documents, each as amended from time to time:

the Acceptable Use Policy;
the Privacy Policy;
the Data Processing Addendum, which applies where we process Visitor Data on your behalf;
the Copyright and Takedown Policy;
the Refund and Cancellation Policy; and
the Affiliate Program Agreement, if you participate in that program.

Together, these Terms and the documents listed above form the “Agreement.”

1.4 If you do not agree to the Agreement in full, you are not permitted to access or use the Services.

1.5 If you accept the Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity. If you lack that authority, you may not accept the Agreement or use the Services.

2. Definitions

Funnel: Any page, sequence of pages, form, or other digital property that you build, configure, publish, or host using the Services.
End Client: Any third party to whom a White-Label Partner provides, resells, or makes available access to the Services, or for whom a White-Label Partner builds or hosts Funnels, under the Partner’s own brand.
Partner Instance: The white-labeled deployment of the Services made available to a White-Label Partner, including any custom domain, branding, and End Client accounts operating beneath it.
Services: The Subscribe Funnels hosted funnel and page building platform, the website at subscribefunnels.com and its subdomains, associated software, templates, editors, hosting, APIs, and any related products or support we make available to you.
Subscriber Content: All content, data, text, images, video, audio, code, scripts, offers, product and service descriptions, pricing, claims, testimonials, trademarks, logos, form fields, and other materials that you or your Sub-Users upload to, create within, configure, publish, or transmit through the Services, including everything appearing on any Funnel.
Sub-User: Any individual you authorize to access the Services under your account, including employees, contractors, agents, and clients.
Third-Party Service: Any product, service, application, integration, script, pixel, tag, payment processor, customer relationship management system, email or messaging provider, analytics tool, or website not provided by us, whether or not we make it available for connection to the Services.
Visitor: Any end user or member of the public who views, interacts with, submits information through, or transacts on a Funnel.
Visitor Data: Any information relating to a Visitor that is submitted through, collected by, or transmitted from a Funnel, including form submissions, contact details, and technical or behavioral data.
White-Label Partner (or Partner): A Subscriber that we have authorized in writing to access the Services under a plan permitting removal or substitution of Subscribe Funnels branding, and to provide, resell, or make the Services available to End Clients under the Partner’s own brand.

3. Eligibility and Business Use Only

3.1 The Services are offered exclusively for business purposes. You represent and warrant that you are acquiring and using the Services solely for the purposes of a trade, business, craft, or profession, and not for any personal, household, or family purpose. You are not a consumer for the purposes of this Agreement, and consumer protection statutes applicable to consumer contracts do not apply to your use of the Services.

3.2 You must be at least 18 years old, or the age of majority in your jurisdiction if greater, and have full legal capacity to enter into binding contracts.

3.3 You represent and warrant that: (a) you operate a lawfully constituted business in good standing; (b) neither you nor your business is subject to any pending or threatened investigation, inquiry, enforcement action, or proceeding by the U.S. Federal Trade Commission, any state attorney general, any data protection supervisory authority, or any comparable regulator in any jurisdiction; and (c) neither you nor any principal of your business is listed on any government sanctions, denied-party, or restricted-party list.

3.4 You must notify us in writing at [email protected] within five (5) business days if any representation in Section 3.3 ceases to be accurate. We may suspend or terminate the Agreement upon learning of any such matter, without liability to you.

3.5 The Services are not designed or authorized for use in connection with protected health information subject to the U.S. Health Insurance Portability and Accountability Act, information subject to the Gramm-Leach-Bliley Act, government-classified information, or any application where failure could lead to death, personal injury, or environmental damage. You must not use the Services for any such purpose.

4. The Services; What We Do and Do Not Provide

4.1 What the Services are. Subscribe Funnels provides software tools that let you design, build, publish, and host Funnels. We provide the building and hosting layer only.

4.2 We are not a customer relationship management system. The Services do not include CRM functionality. We do not maintain contact databases on your behalf, and we do not segment, score, enrich, profile, deduplicate, nurture, or independently market to your Visitors or contacts. The Services also do not provide client relationship management, client billing, invoicing, subscription management, or revenue collection functionality for White-Label Partners in respect of their End Clients. Those functions are yours to provide.

4.3 We do not process payments and we do not receive payment card data. The Services do not act as a payment processor, payment facilitator, or merchant of record. Where a Funnel includes a payment or order form, that form is configured to transmit the Visitor’s payment information directly from the Visitor’s browser to the Third-Party Service you have selected. Payment card data is not transmitted to, received by, stored on, or processed by Subscribe Funnels systems. You are solely responsible for selecting a payment-related Third-Party Service that is appropriate and compliant for your business, for configuring it correctly, and for your own obligations under the Payment Card Industry Data Security Standard and any applicable card network rules.

4.4 You are the merchant, not us. Any sale, offer, subscription, refund, chargeback, dispute, delivery obligation, warranty, or customer service matter arising from a Funnel is solely between you and the Visitor. Subscribe Funnels is not a party to it, is not a marketplace, is not the seller or merchant of record, and has no responsibility or liability of any kind in connection with it.

4.5 We are not your advisor. Nothing in the Services or in any documentation, template, example, support communication, or marketing material constitutes legal, tax, accounting, financial, regulatory, or compliance advice. Templates and sample copy are illustrative only and are not reviewed for compliance with any law. You must obtain your own professional advice.

4.6 Changes to the Services. We may add, modify, deprecate, or remove any feature or functionality of the Services at any time, in our sole discretion. We are not liable to you or any third party for doing so.

4.7 Beta features. We may make pre-release or experimental features available. Such features are provided as-is, may be discontinued at any time, are excluded from any service commitment, and are used entirely at your own risk.

5. License Grant and Restrictions

5.1 Subject to your continuous compliance with the Agreement and payment of all Fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your internal business purposes during the Term.

5.2 You acquire no ownership interest in the Services. All rights not expressly granted are reserved.

5.3 You must not, and must not permit any Sub-User or third party to:

copy, modify, translate, adapt, or create derivative works of the Services or any part of them;
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Services, except to the minimum extent that applicable law expressly prohibits this restriction;
resell, sublicense, rent, lease, timeshare, or otherwise make the Services available to any third party except as expressly permitted under your plan;
access or use the Services to build, benchmark, or assist in building a competing or substantially similar product or service, or to gather competitive intelligence;
scrape, crawl, index, harvest, or use any robot, spider, or automated means to access the Services, except through documented APIs in accordance with their published limits;
circumvent, disable, or interfere with any technical limitation, usage limit, security feature, authentication mechanism, or access control of the Services;
introduce or transmit any virus, worm, malware, or malicious code, or conduct any penetration test, vulnerability scan, load test, or security assessment without our prior written authorization;
interfere with or disrupt the integrity, performance, or availability of the Services or the data of any other subscriber;
frame, mirror, or misrepresent the origin of the Services; or
remove, obscure, or alter any proprietary notice.

5.4 Verbal or written abuse, threats, or harassment directed at our personnel may result in immediate termination without refund.

6. Accounts, Credentials, Sub-Users, and White-Label Partners

6.1 You must provide accurate, current, and complete registration information and keep it updated. We may refuse, suspend, or cancel any account at our sole discretion.

6.2 The email address associated with your account is your “Primary Email Address” and is the principal means by which we communicate with you, including for billing notices, trial expiry notices, material changes to the Agreement, and legal notices. You must monitor it and keep it capable of sending and receiving mail. Notices we send there are deemed received.

6.3 You are solely responsible for safeguarding your credentials and for all activity occurring under your account, whether or not authorized by you. You must notify us immediately at [email protected] of any suspected unauthorized access. We are not liable for any loss arising from your failure to secure your account.

6.4 You are responsible for each Sub-User’s compliance with the Agreement, and any act or omission of a Sub-User that would breach the Agreement is treated as your own breach. You are equally responsible for the acts and omissions of your contractors, agencies, and agents.

6.5 Where your plan permits you to build or host Funnels for third-party clients, you remain fully and solely responsible under the Agreement for all such Funnels and for the conduct of those clients.

White-Label Partners and End Clients

6.6 Authorization required. You may not remove, substitute, or obscure Subscribe Funnels branding, or provide, resell, or make the Services available to End Clients under your own brand, unless we have authorized you in writing to do so. Any such use without written authorization is a material breach and an unlicensed use of the Services.

6.7 Branding license. Where authorized, we grant you a limited, revocable, non-exclusive, non-transferable right to present the Services to End Clients under your own brand, on the terms of your plan and any written authorization. We may revoke this right at any time in our sole discretion. Notwithstanding Section 14.2, this right is a license only and transfers no ownership of, or interest in, any Subscribe Funnels intellectual property. You must not represent that you own, developed, or hold rights in the underlying platform, and you must not register any intellectual property right in respect of it.

6.8 Your brand. You grant us a non-exclusive, royalty-free license to use, host, reproduce, and display your names, marks, and logos solely as necessary to operate the Partner Instance at your direction. You represent and warrant that you hold all rights necessary to grant that license, and you will indemnify us in accordance with Section 19 in respect of any claim arising from our use of your marks as directed by you.

6.9 Mandatory flow-down. You must enter into a written agreement with each End Client before providing them access, on terms at least as protective of Subscribe Funnels as the Agreement. That agreement must, at a minimum:

impose obligations on the End Client equivalent to Sections 3, 5, 7, 12, 13, and 16 of these Terms and to the Acceptable Use Policy;
contain warranty disclaimers, limitations of liability, indemnities, and dispute resolution provisions no less protective of Subscribe Funnels than Sections 17 through 20;
prohibit the End Client from configuring any Funnel so as to transmit payment card data to Subscribe Funnels systems, consistent with Section 12.4;
state that access may be suspended or terminated without notice and without refund, including as a consequence of the termination of your own account; and
expressly name Subscribe Funnels, LLC as a third-party beneficiary entitled to enforce those provisions directly against the End Client.

Notwithstanding Section 24.7, Subscribe Funnels is an intended third-party beneficiary of every such agreement.

6.10 Joint and several liability. You are jointly and severally liable for all acts and omissions of every End Client, and of every Sub-User, Visitor-facing operator, and third party operating beneath your Partner Instance, as though they were your own. This liability applies whether or not you complied with Section 6.9, whether or not the End Client is solvent, identifiable, or subject to our jurisdiction, and whether or not you profited from the conduct concerned. The indemnity in Section 19 extends to all claims arising from End Client conduct.

6.11 Direct enforcement. We may suspend, restrict, unpublish, or terminate any End Client account or Funnel directly, without prior notice to you and without routing the matter through you, where we believe in our sole discretion that it violates the Agreement, violates any law, or creates risk or liability for us. We have no obligation to notify you, to explain our reasoning, or to consult you first, and no liability to you or to any End Client for doing so. Conversely, suspension or termination of your account may result in the immediate suspension or termination of every End Client account beneath your Partner Instance.

6.12 Records, identification, and audit. You must maintain accurate and current records identifying every End Client, including legal entity name, principal contact, and the domains and Funnels operated by each, and you must provide those records to us within five (5) business days of a written request. You must also provide, on request, a copy of your form of End Client agreement. Failure to provide records on request is a material breach, and we may suspend the Partner Instance until they are provided.

6.13 No relationship with End Clients. End Clients are your customers, not ours. We have no contractual relationship with them, owe them no duty, and have no obligation to provide them with support, service levels, notices, data export, migration assistance, or any other service. You are solely responsible for first-line and all subsequent support to your End Clients, for your own service commitments to them, and for all billing, collection, refunds, and chargebacks arising from your relationship with them. You must not make any representation, warranty, service level commitment, or other promise on our behalf, and any commitment you make to an End Client that exceeds what we provide to you is yours alone.

6.14 Effect of termination on End Clients. If your account is suspended or terminated for any reason, every Funnel operated by every End Client beneath your Partner Instance may be taken offline immediately and without notice to them. You are solely responsible for notifying your End Clients, for any consequences they suffer, and for any claim they bring. We have no obligation to notify, support, transition, or continue serving any End Client, and no liability to you or to them for the effects of termination. We may, entirely at our discretion and without any obligation to do so, offer any End Client a direct subscription with us on our standard terms, and you waive any claim arising from our doing so, including any claim for interference with contract or business relations.

6.15 Disclosure obligations. Applicable data protection law requires the identity of processors and sub-processors to be disclosed to controllers. You must therefore identify Subscribe Funnels, LLC as a sub-processor in your own data processing terms and privacy disclosures to End Clients, notwithstanding any white-label branding. You must not represent to any End Client, Visitor, or regulator that no third-party platform is involved in the processing of their data.

6.16 Copyright and abuse notices. Notices of alleged infringement or abuse may be delivered to either of us. You must forward any such notice you receive to [email protected] within two (2) business days. Our rights and obligations as host under Section 21 and the Copyright and Takedown Policy are not delegable to you, and we retain the unilateral right to remove material and terminate repeat infringers within your Partner Instance.

6.6 If account ownership is disputed, we may require documentary proof of ownership and may suspend the account until the dispute is resolved. We may determine rightful ownership in our sole discretion, and we have no liability for that determination.

7. Subscriber Content and Your Sole Responsibility for It

7.1 You are solely responsible for all Subscriber Content. You bear sole and exclusive responsibility for every aspect of Subscriber Content and of every Funnel, including its creation, accuracy, legality, decency, quality, and compliance with all applicable law and third-party rights. This includes, without limitation:

all advertising, marketing, promotional, endorsement, testimonial, earnings, health, and product claims;
all pricing, offer terms, subscription terms, negative-option or automatic-renewal disclosures, trial terms, refund and cancellation policies, and shipping and delivery terms presented on a Funnel;
all required legal notices and disclosures on your Funnels, including your own privacy policy, terms, and cookie or consent notices;
the legality of the goods and services you offer and your right to offer them in every jurisdiction you target;
the accuracy of all statements made to Visitors; and
all obligations you owe to Visitors, including fulfilment, support, refunds, and dispute handling.

7.2 We do not review Subscriber Content. We do not pre-screen, monitor, approve, verify, edit, or endorse Subscriber Content, and we have no obligation to do so. The availability of a Funnel on our infrastructure does not constitute review, approval, or endorsement of it. Any monitoring we do choose to perform is at our discretion, does not create any duty, and does not shift responsibility to us.

7.3 Subscribe Funnels is not responsible for anything created, published, or transmitted through the Services. To the fullest extent permitted by law, we have no responsibility or liability of any kind, to you or to any third party, arising out of or relating to Subscriber Content, any Funnel, any offer or transaction conducted through a Funnel, or any interaction between you and a Visitor.

7.4 Ownership and license. As between you and us, you retain all right, title, and interest in Subscriber Content. You grant us a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to host, store, reproduce, cache, transmit, display, adapt, reformat, and create derivative works of Subscriber Content solely as necessary to operate, secure, support, and improve the Services and to perform our obligations under the Agreement. This license survives termination to the extent required for backup, legal compliance, and the exercise of rights that accrued during the Term.

7.5 Your warranties. You represent and warrant that you own or have secured all rights, licenses, consents, and permissions necessary to grant the license in Section 7.4 and to use, publish, and transmit Subscriber Content, and that Subscriber Content does not and will not infringe or misappropriate any third-party right or violate any law.

7.6 Backups. You are responsible for maintaining your own backups of Subscriber Content. Any backup or restoration capability we provide is a convenience only, is not guaranteed, and does not relieve you of this responsibility. We are not liable for any loss, corruption, or deletion of Subscriber Content.

8. Our Rights; Monitoring, Removal, and Suspension

8.1 We may, at our sole discretion and without prior notice, remove, disable, restrict access to, or take offline any Subscriber Content, Funnel, or account that we believe, in our sole judgment, violates the Agreement, violates any law, creates risk or liability for us or any third party, is the subject of a credible complaint, or is otherwise objectionable.

8.2 We may suspend all or part of your access to the Services immediately where we reasonably believe suspension is necessary to protect the Services, other subscribers, Visitors, our reputation, or our legal position; where payment is overdue; or where we suspect fraudulent, abusive, or unlawful activity.

8.3 We have no liability to you or any third party for any removal, disabling, suspension, or termination undertaken in accordance with this Section, and you are not entitled to any refund or credit as a result.

8.4 We may access your account and Subscriber Content as reasonably necessary to provide support you have requested, to maintain and secure the Services, to investigate suspected violations, and to comply with law or valid legal process.

8.5 We may provide the Services to your competitors and make no promise of exclusivity.

8.6 We may disclose your identity and account information to a complainant, regulator, law enforcement body, or court where we are legally required to do so or where we reasonably believe disclosure is necessary to respond to a claim.

9. Free Trial, Automatic Renewal, and Cancellation

9.1 Free trial. We may offer a fourteen (14) day free trial to new subscribers. Free trials are available once per business. Prior subscribers and businesses that have previously used a trial are not eligible.

9.2 The trial converts automatically to a paid subscription. Unless you cancel before the trial ends, your subscription will begin automatically at the end of the trial period and the payment method you provided will be charged the then-current subscription fee for your selected plan, and will continue to be charged on a recurring basis until you cancel.

9.3 Automatic renewal. Subscriptions renew automatically at the end of each billing period (monthly or annual, as selected) for a further period of the same length, at the then-current rate, until cancelled. By subscribing, you give affirmative consent to this automatic renewal and to recurring charges to your payment method.

9.4 How to cancel. You may cancel at any time, including at any point during the free trial and before any charge is made, through the cancellation control in your account dashboard, or by emailing [email protected]. Cancellation is effective at the end of the then-current billing period. We will confirm cancellation by email.

9.5 Effect of cancellation. Cancellation stops future renewals. It does not entitle you to any refund or credit for the current or any prior billing period, and it does not relieve you of amounts already accrued. Your Funnels will be taken offline and your access will end at the close of the paid period.

9.6 Acknowledgment. At sign-up we will provide, in a form you can retain, the subscription terms, the renewal terms, the charge amount and timing, and instructions for cancelling. Where we materially change these terms, we will provide clear and conspicuous advance notice together with cancellation instructions, in a retainable form.

10. Fees, Billing, and No Refunds

10.1 You must keep a valid payment method on file at all times. You authorize us and our payment providers to charge that method for all subscription fees, overage or usage fees, and any other charges applicable to your plan (collectively, “Fees”), together with applicable taxes, on a recurring basis without further authorization.

10.2 Fees are quoted and payable in U.S. Dollars unless we state otherwise. Fees are payable in advance.

10.3 ALL FEES ARE NON-REFUNDABLE. We do not provide refunds, credits, or prorated amounts for partial billing periods, unused capacity, downgrades, cancellation, suspension, termination, dissatisfaction, or periods of unavailability, except where a refund is required by applicable law.

10.4 Failure to use the Services does not relieve you of your payment obligations.

10.5 If a charge fails, we may retry it, and we may suspend or terminate your account and take your Funnels offline. Reinstatement may require payment of all outstanding amounts. Amounts unpaid after thirty (30) days may accrue interest at the lesser of 1.5% per month or the maximum permitted by law. You are responsible for all costs of collection, including reasonable attorneys’ fees.

10.6 We may change our Fees. We will provide at least thirty (30) days’ notice to your Primary Email Address before a price change takes effect for your subscription. Continued use after the effective date constitutes acceptance. If you do not accept a price change, your remedy is to cancel before it takes effect.

10.7 You must raise any billing dispute in writing within thirty (30) days of the charge. Charges not disputed within that period are final and waived.

10.8 You agree not to initiate a chargeback or payment dispute without first contacting us and allowing thirty (30) days to resolve the matter. Initiating a chargeback in breach of this Section is a material breach and we may suspend or terminate your account and recover the disputed amount together with associated fees and costs.

11. Taxes

11.1 Fees are exclusive of all taxes. You are responsible for all sales, use, value added, goods and services, withholding, and similar taxes arising from your purchase of the Services, other than taxes on our net income. Where we are required to collect such taxes, they will be added to your invoice.

11.2 You are solely responsible for determining, collecting, reporting, and remitting all taxes arising from your own business and from any sale you make through a Funnel. We do not do this for you and have no liability in connection with it.

11.3 If you claim a tax exemption you must provide valid documentation, and the exemption applies only prospectively from the date we accept it.

12. Visitor Data, Privacy Compliance, and Payment Information

12.1 Roles. With respect to Visitor Data, you are the controller (and, under U.S. state privacy laws, the business), and we act solely as your processor (or service provider) in accordance with the Data Processing Addendum. We process Visitor Data only on your documented instructions and only as necessary to provide the Services. We do not sell or share Visitor Data, and we do not use Visitor Data for our own marketing, profiling, or targeted advertising purposes.

12.2 Your compliance obligations. You are solely responsible for the lawfulness of all collection and processing of Visitor Data through your Funnels. Without limitation, you must:

establish and document a lawful basis for all processing;
provide all legally required notices to Visitors and obtain all legally required consents, including for cookies, pixels, tracking technologies, and any electronic marketing;
publish and maintain, on every Funnel, a privacy notice and any other legally required policies that accurately reflect your practices;
honor Visitor data subject and consumer rights requests, and respond to them; and
comply with all applicable data protection, marketing, telemarketing, and anti-spam laws, including as applicable the EU and UK General Data Protection Regulation, the U.S. CAN-SPAM Act, the Telephone Consumer Protection Act, and the privacy laws of any U.S. state.

12.3 Sensitive data restrictions. You must not collect or transmit through the Services, or configure any Funnel to collect, any of the following: government identification numbers; financial account credentials; passwords or security credentials; biometric or genetic data; health or medical information; information about criminal convictions; information concerning children under 16; or any other special category of data under applicable law. This restriction applies regardless of any consent you may have obtained.

12.4 Payment information. Funnel payment and order forms transmit Visitor payment information directly from the Visitor’s browser to the Third-Party Service you designate. Payment card data does not pass through, and is not received or stored by, Subscribe Funnels systems. You must not configure, modify, or add code to any Funnel in a manner that causes payment card data to be transmitted to, stored on, or accessible by Subscribe Funnels systems. Doing so is a material breach of the Agreement, and you are solely responsible for all resulting consequences, including all costs, fines, assessments, and liabilities imposed by any payment card network, acquirer, or regulator.

12.5 Custom code, scripts, and pixels. You are solely responsible for any custom code, script, tag, pixel, or tracking technology you add to a Funnel, for its security, and for obtaining all consents required in connection with it. We may disable any such code that we identify as malicious, unlawful, or harmful to the Services, at our sole discretion and without notice.

12.6 Our collection and use of information about you as a Subscriber is described in the Privacy Policy.

13. Third-Party Services and Integrations

13.1 The Services may allow you to connect to, or transmit data to, Third-Party Services, including the CRM to which your Funnel forms post. Your use of any Third-Party Service is solely between you and its provider and is governed by that provider’s own terms.

13.2 We do not control Third-Party Services and give no warranty and make no representation about them. Availability of an integration is not an endorsement. We may disable or discontinue any integration at any time without notice.

13.3 By enabling a connection, you authorize us to transmit Subscriber Content and Visitor Data to that Third-Party Service on your instruction. Once data has been transmitted, it is held and processed by that provider, and we have no responsibility or liability for its handling, security, retention, disclosure, loss, or misuse.

13.4 To the fullest extent permitted by law, we are not liable for any damages of any kind arising from any Third-Party Service or from your relationship with any Third-Party Service provider, and you will indemnify us in respect of any such matter in accordance with Section 19.

14. Intellectual Property

14.1 The Services, including all software, code, templates, designs, user interfaces, documentation, and improvements, and all intellectual property rights in them, are and remain the exclusive property of Subscribe Funnels and its licensors.

14.2 “Subscribe Funnels,” our logos, and our other marks are our property. You may not use them without our prior written consent, and you must not register or use any domain name, keyword, handle, or mark that is identical or confusingly similar to them. The limited right of authorized White-Label Partners to remove or substitute our branding under Section 6.7 is an exception to this Section and to nothing else; it confers no right to use our marks affirmatively, and it does not permit you to claim ownership of, authorship of, or rights in the Services.

14.3 Feedback. If you provide suggestions, ideas, or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use and exploit it for any purpose without restriction, attribution, or compensation, and you waive any claim to it. Feedback is not confidential.

14.4 Testimonials and references. If you provide a testimonial or review, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, edit for length and clarity, publish, and display it together with your name, business name, and location, in any medium. We may identify you as a customer and use your name and logo for that purpose, and you may withdraw that permission at any time by writing to [email protected].

15. Affiliate Program

15.1 We operate an affiliate program administered through a third-party platform and accessible at https://affiliates.subscribefunnels.com. Participation is governed by the Affiliate Program Agreement in addition to these Terms.

15.2 Affiliates are independent contractors. They are not our employees, agents, partners, or representatives, and have no authority to make any representation, warranty, or commitment on our behalf or to bind us in any way.

15.3 We are not responsible for, and disclaim all liability arising from, any statement, claim, or representation made by an affiliate, including any claim regarding earnings, results, performance, or features. No affiliate statement forms part of the Agreement or creates any obligation for us.

15.4 Affiliates must comply with all applicable law, including the U.S. Federal Trade Commission’s guidance on endorsements and testimonials, and must clearly and conspicuously disclose their material connection to us. We may withhold or forfeit commissions and terminate participation for any breach, at our sole discretion.

16. No Earnings, Results, or Business Guarantees

16.1 WE MAKE NO GUARANTEE OF ANY BUSINESS RESULT. We do not promise, guarantee, or warrant any level of revenue, profit, conversion rate, traffic, lead volume, sales, return on investment, or business success arising from your use of the Services.

16.2 Results vary based on factors specific to your business, market, offer, pricing, audience, execution, and forces outside our control. Any figure, case study, testimonial, or example appearing in our marketing represents the individual experience of a particular subscriber and is not typical, guaranteed, or a promise of your results.

16.3 The Services are software tools. We do not provide leads, referrals, customers, or traffic, and we are not a business opportunity, income opportunity, franchise, or guaranteed system.

17. Disclaimer of Warranties

17.1 TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND ALL RELATED CONTENT, TEMPLATES, DOCUMENTATION, AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

17.2 WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

17.3 WE DO NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) DEFECTS WILL BE CORRECTED; (D) THE SERVICES OR THEIR SERVERS ARE FREE OF HARMFUL COMPONENTS; (E) DATA WILL NOT BE LOST, CORRUPTED, OR DELETED; OR (F) ANY RESULT OBTAINED THROUGH THE SERVICES WILL BE ACCURATE OR RELIABLE.

17.4 WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES, OR ANY FUNNEL OR SUBSCRIBER CONTENT, WILL COMPLY WITH ANY LAW OR REGULATION. COMPLIANCE IS YOUR SOLE RESPONSIBILITY.

17.5 No advice or information obtained from us creates any warranty not expressly stated in these Terms.

17.6 Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the exclusions apply to the maximum extent permitted.

18. Limitation of Liability

18.1 TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER SUBSCRIBE FUNNELS NOR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUPPLIERS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, GOODWILL, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, OR DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO SUBSCRIBE FUNNELS IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.

18.3 The limitations in this Section apply in the aggregate across all claims and are not cumulative. Multiple claims do not enlarge the cap.

18.4 Without limiting Sections 18.1 and 18.2, we have no liability whatsoever for: Subscriber Content; any Funnel; any offer, transaction, or dispute between you and a Visitor; any Third-Party Service; any act or omission of a Visitor, Sub-User, affiliate, or third party; any loss arising from your failure to secure your account; any regulatory action or third-party claim arising from your business practices; or any unauthorized access to systems not under our control.

18.5 You acknowledge that the Fees reflect the allocation of risk in the Agreement, that these limitations are an essential basis of the bargain, and that we would not provide the Services on these Fees without them. These limitations apply even if a limited remedy fails of its essential purpose.

18.6 Nothing in the Agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that applicable law prohibits excluding.

18.7 Any claim arising out of or relating to the Agreement or the Services must be brought within one (1) year after the cause of action accrues, or it is permanently barred, except where a longer period is required by applicable law.

19. Indemnification

19.1 You will defend, indemnify, and hold harmless Subscribe Funnels and its members, managers, officers, employees, contractors, agents, suppliers, and licensors from and against any and all third-party claims, demands, actions, investigations, proceedings, losses, damages, liabilities, fines, penalties, settlements, judgments, costs, and expenses (including reasonable attorneys’ fees and the costs of responding to regulatory inquiries) arising out of or relating to:

Subscriber Content, any Funnel, or anything published, offered, sold, or transmitted through the Services by you or your Sub-Users;
your products, services, offers, advertising, marketing, or business practices;
any transaction, dispute, refund, chargeback, or claim between you and a Visitor;
your collection, use, transmission, storage, disclosure, or loss of Visitor Data, and any failure to obtain required notices or consents;
your breach of the Agreement or of any representation or warranty in it;
your violation of any law or regulation or of any third-party right, including intellectual property, privacy, and publicity rights;
your use of, configuration of, or transmission of data to any Third-Party Service; and
the acts or omissions of your Sub-Users, clients, contractors, agents, or affiliates.

19.2 We will notify you of any claim for which we seek indemnification. We may, at our option and expense, assume or participate in the defense of any claim, and you may not settle any claim in a manner that imposes any obligation, admission, or restriction on us without our prior written consent.

19.3 This Section survives termination of the Agreement.

20. Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

20.1 Informal resolution first. Before commencing arbitration or any proceeding, you must send written notice of the dispute to [email protected] describing the claim and the relief sought. The parties will attempt in good faith to resolve the dispute for sixty (60) days from receipt. This step is a condition precedent to commencing proceedings.

20.2 Agreement to arbitrate. Except as provided in Sections 20.6 and 20.8, any dispute, claim, or controversy arising out of or relating to the Agreement or the Services, including its formation, interpretation, breach, termination, validity, or enforceability, will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator.

20.3 Seat, venue, and language. The arbitration will be seated in Multnomah County, Oregon, and conducted in English. The parties may agree to proceed by video conference or on written submissions. The arbitrator will apply Oregon substantive law without regard to conflict of laws principles. Judgment on the award may be entered in any court of competent jurisdiction.

20.4 CLASS ACTION WAIVER. YOU AND SUBSCRIBE FUNNELS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY REPRESENTATIVE PROCEEDING. If this waiver is held unenforceable as to any claim, then Sections 20.2 and 20.3 will not apply to that claim, which will instead proceed in the courts identified in Section 20.7.

20.5 Jury trial waiver. TO THE EXTENT ANY CLAIM PROCEEDS IN COURT, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY.

20.6 Exceptions. Either party may seek temporary or permanent injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information, and either party may bring an individual action in small claims court. We may bring an action in court to collect unpaid Fees.

20.7 Governing law and forum. The Agreement is governed by the laws of the State of Oregon, without regard to conflict of laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. For any dispute not subject to arbitration, the state and federal courts located in Multnomah County, Oregon have exclusive jurisdiction, and each party irrevocably consents to personal jurisdiction and venue there and waives any objection based on forum non conveniens.

20.8 Subscribers established in the EEA, Switzerland, or the United Kingdom. Sections 20.2 through 20.5 and 20.7 do not apply to you. Instead: the Agreement is governed by the laws of the State of Oregon to the extent permitted; and any dispute may be brought before the competent courts of your country of establishment or, at your option, before the courts of Multnomah County, Oregon. Nothing in the Agreement deprives you of the protection of mandatory provisions of the law of your country of establishment that cannot be derogated from by agreement. Section 20.1 applies to you.

21. Copyright Complaints

21.1 We respond to notices of alleged copyright infringement under the U.S. Digital Millennium Copyright Act and comparable laws. Our full procedure is set out in the Copyright and Takedown Policy, which is incorporated by reference.

21.2 Notices and counter-notices should be sent to our designated agent at [email protected] or by mail to: Subscribe Funnels, LLC, Attn: DMCA Designated Agent, [REGISTERED ADDRESS].

21.3 We may remove allegedly infringing material and terminate the accounts of repeat infringers at our sole discretion.

22. Term, Suspension, and Termination

22.1 The Agreement begins when you first accept it and continues until terminated (the “Term”).

22.2 You may terminate by cancelling in accordance with Section 9.4.

22.3 We may suspend or terminate the Agreement, your account, or your access to the Services at any time, with or without cause and with or without notice, in our sole discretion. Where practicable and lawful we will endeavour to give notice, but we are not obliged to.

22.4 On termination: your license ends immediately; your Funnels will be taken offline; you will lose access to your account and Subscriber Content; no refund or credit is due; and all outstanding amounts become immediately payable.

22.5 We may delete Subscriber Content following termination. Where practicable we will make it available for export for a limited period, but we are not obliged to retain it and have no liability for its deletion. You should export your data before cancelling.

22.6 Sections 1, 2, 4.3, 4.4, 4.5, 6.10, 6.13, 6.14, 6.15, 7, 10, 11, 12, 13, 14, 16, 17, 18, 19, 20, 22, and 24 survive termination, together with any provision that by its nature should survive.

23. Changes to These Terms and to the Services

23.1 We may modify the Agreement at any time by posting an updated version with a revised “Last updated” date. Changes take effect on posting, except that changes materially and adversely affecting your rights take effect thirty (30) days after we send notice to your Primary Email Address or post an in-product notice, unless the change is required for legal, regulatory, security, or abuse-prevention reasons, in which case it may take effect immediately.

23.2 Your continued use of the Services after a change takes effect constitutes acceptance. If you do not accept a change, you must cancel before it takes effect. Cancellation is your sole remedy.

23.3 It is your responsibility to review the Agreement periodically.

24. General Provisions

24.1 Entire agreement. The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, proposals, representations, and communications, whether oral or written. You confirm you have not relied on any statement, representation, or assurance not expressly set out in the Agreement.

24.2 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will continue in full force.

24.3 No waiver. No failure or delay in exercising any right operates as a waiver. A waiver is effective only if in writing and signed by us.

24.4 Assignment. We may assign or transfer the Agreement, in whole or in part, without notice or consent, including in connection with a merger, acquisition, reorganization, or sale of assets. You may not assign or transfer the Agreement or any right under it without our prior written consent, and any attempted assignment without consent is void.

24.5 Force majeure. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor dispute, epidemic, governmental action, utility or telecommunications failure, internet or hosting provider failure, cyberattack, or denial of service attack.

24.6 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise, or employment relationship.

24.7 No third-party beneficiaries. Except for the indemnified parties named in Section 19.1, the Agreement confers no rights on any third party.

24.8 Electronic communications and signatures. You consent to receive all communications, notices, agreements, and disclosures electronically, and agree that they satisfy any legal requirement that such communications be in writing. Your electronic acceptance has the same effect as a handwritten signature.

24.9 Confidentiality. Each party will protect the other’s non-public information disclosed in connection with the Services using at least reasonable care, and will use it only as necessary to perform under the Agreement. This does not apply to information that is or becomes public without breach, was already known without restriction, is independently developed, or is rightfully obtained from a third party. Disclosure required by law is permitted with prompt notice where lawful.

24.10 Export and sanctions compliance. You represent that you are not located in, and will not use the Services on behalf of any person located in, a country or territory subject to comprehensive U.S. sanctions, and that you are not a person with whom U.S. persons are prohibited from dealing.

24.11 Notices. Notices to you may be sent to your Primary Email Address or posted in-product, and are deemed received when sent or posted. Notices to us must be sent to [email protected] and, for legal notices, also by mail to Subscribe Funnels, LLC, [REGISTERED ADDRESS].

24.12 Interpretation. Headings are for convenience only. “Including” means “including without limitation.” The Agreement will not be construed against the drafting party.

24.13 Language. The English version of the Agreement governs. Any translation is provided for convenience only.

25. How to Contact Us

Subscribe Funnels, LLC
PO Box 31013
Portland, OR 97231
Email: [email protected]

All support, billing, compliance, abuse, copyright, and legal inquiries may be directed to the address above.