Welcome to MembersDigital.com.

Last Updated: August 20th, 2026

These Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between you ("User," "Client," "you," or "your") and Members Digital LLC, a Florida limited liability company with its principal place of business in Hillsborough County, Florida ("Company," "we," "us," or "our").

By accessing or using our website, purchasing any products or services, creating an account, or otherwise engaging with our platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must immediately cease all use of the website and Services.

These Terms incorporate by reference our Privacy Policy, which is available on MembersDigital.com and governs our collection, use, and disclosure of your personal information.

1. DEFINITIONS

1.1 "Platform" means the proprietary software platform, tools, portals, dashboards, applications, and technology solutions owned, operated, licensed, or made available by Company through MembersDigital.com, including all features, integrations, and functionality therein.

1.2 "Proprietary Materials" means all educational content, coaching materials, training modules, sales scripts, templates, frameworks, methodologies, playbooks, presentations, videos, audio recordings, written guides, worksheets, workbooks, checklists, and any other materials created by, owned by, or licensed to Company, whether in digital or physical form, including all modifications, enhancements, derivatives, and compilations thereof.

1.3 "Services" means the educational programs, coaching services, consulting, software and Platform access, marketing services, sales training, communication tools (including SMS, MMS, email, and voice), and any related services provided by Company.

1.4 "Communications Services" means the SMS, MMS, email, voice calling, and other messaging or telephony features available through the Platform, including any automated communication workflows, campaigns, or broadcasts.

1.5 "Content" means all text, images, graphics, videos, audio, data, information, and other materials displayed on, generated by, or made available through MembersDigital.com or the Platform.

1.6 "End User" means any individual who receives communications from you through the Platform, visits your websites or funnels created through the Platform, or otherwise interacts with your use of the Services.

2. ELIGIBILITY AND ACCOUNT REGISTRATION

2.1 Eligibility. You must be at least eighteen (18) years of age and have the legal capacity to enter into binding contracts to use our Services. By using this website, you represent and warrant that you meet these eligibility requirements. We do not knowingly collect personal information from children under the age of thirteen (13) in compliance with the Children's Online Privacy Protection Act ("COPPA"). If you are under thirteen (13), you may not use this website or Services.

2.2 Account Security. If you create an account, you are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify Company immediately of any unauthorized use. Company shall not be liable for any loss or damage arising from your failure to maintain the security of your account credentials. Accounts are non-transferable.

2.3 Accurate Information. You agree to provide accurate, current, and complete information when creating an account or making a purchase, and to update such information as necessary. Providing false or misleading information is grounds for immediate termination of your account.

3. LICENSE GRANT AND RESTRICTIONS ON USE

3.1 Limited License. Subject to these Terms and your full and timely payment of all applicable fees, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform, Proprietary Materials, and Services solely for your own internal business or personal educational purposes. This license does not convey any ownership interest.

3.2 Restrictions. You shall not, and shall not permit any third party to: (a) copy, reproduce, distribute, publish, display, perform, or create derivative works of any Proprietary Materials or Content; (b) sell, resell, license, sublicense, rent, lease, loan, or otherwise transfer access to the Platform, Proprietary Materials, or Content to any third party except as expressly authorized; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of any Platform software; (d) remove, alter, or obscure any copyright, trademark, or other proprietary notices; (e) use the Platform, Proprietary Materials, or Content to develop a competing product or service; (f) share login credentials or access with any unauthorized person; (g) record, screenshot, screen-capture, or otherwise reproduce any live coaching sessions, webinars, or calls without prior written consent; (h) use any automated means, including bots, scrapers, or crawlers, to access or download content; (i) misrepresent the Services, the Platform, or your relationship with Company; (j) use the Platform in any way that violates applicable law or regulation; or (k) use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party's use.

3.3 Revocation. Company reserves the right to revoke, suspend, or modify your license and access at any time, with or without cause, in Company's sole discretion.

3.4 Platform Modifications. Company reserves the right to modify, update, enhance, or discontinue any features, functionality, or Services available through the Platform at any time, with or without notice. You acknowledge that the Platform may be updated and that features available today may be modified or removed in the future. Company shall not be liable for any changes to the Platform.

4. INTELLECTUAL PROPERTY AND OWNERSHIP

4.1 Company Ownership. All right, title, and interest in and to the Platform, Proprietary Materials, Content, and all associated intellectual property rights, including all copyrights, trademarks, trade secrets, patents, and other intellectual property rights, are and shall remain the sole and exclusive property of Company and/or its licensors. Nothing in these Terms shall be construed as transferring any ownership rights to you.

4.2 Copyright Protection. All Proprietary Materials and Content are protected by United States and international copyright laws. Unauthorized reproduction, distribution, or use may result in severe civil and criminal penalties and will be prosecuted to the maximum extent permitted by law.

4.3 Trademarks. "Members Digital," "MembersDigital.com," and all related names, logos, product and service names, designs, and slogans are trademarks of Company or its affiliates. You may not use such marks without Company's prior written permission.

4.4 Feedback. If you provide any suggestions, ideas, feedback, or other input regarding the Services or Platform ("Feedback"), you hereby assign to Company all right, title, and interest in such Feedback, and Company shall be free to use, incorporate, and commercialize such Feedback without restriction, attribution, or compensation.

4.5 DMCA Notice. If you believe that any content on the Platform infringes your copyright, you may submit a Digital Millennium Copyright Act ("DMCA") takedown notice to Company at the contact information provided on MembersDigital.com. Your notice must include: (a) identification of the copyrighted work; (b) identification of the infringing material and its location; (c) your contact information; (d) a statement of good faith belief; and (e) a statement under penalty of perjury that you are authorized to act on behalf of the copyright owner.

5. PAYMENT TERMS

5.1 Fees. You agree to pay all fees as displayed at the time of purchase or as set forth in any applicable order form, invoice, or enrollment agreement. All fees are quoted in United States Dollars (USD). Fees are exclusive of any applicable communication service fees, carrier surcharges, messaging fees, or usage-based charges, which shall be billed separately based on actual usage.

5.2 Usage-Based Charges. Certain Services, including but not limited to SMS, MMS, voice calls, and other Communications Services, incur per-use charges in addition to any subscription fees. Current per-use rates are published on MembersDigital.com or provided upon request and are subject to change. You authorize Company to charge your payment method on file for all usage-based charges as they accrue.

5.3 Authorization. By providing a payment method, you authorize Company to charge such payment method for all amounts due, including recurring payments where applicable. You represent and warrant that you are authorized to use the payment method provided.

5.4 Late Payments. Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable Florida law, whichever is less. You shall also be responsible for all costs of collection, including reasonable attorneys' fees and court costs.

5.5 Non-Refundable Fees. Unless otherwise expressly stated in writing by Company, all fees are non-refundable. You acknowledge that Company incurs significant costs in preparing and delivering the Services, and that the non-refundable nature of fees is reasonable and fair consideration.

5.6 Suspension for Non-Payment. Company reserves the right to immediately suspend or terminate your access to all Services, Platform, and Proprietary Materials upon any failure to pay amounts when due. Suspension shall not relieve you of the obligation to pay all amounts owed.

5.7 Taxes. You are exclusively responsible for all taxes and governmental assessments associated with your use of the Platform and Services, including any applicable sales tax, use tax, or other taxes imposed by federal, state, or local authorities. Company may collect taxes as it deems appropriate, and all such determinations are final.

6. AUTOMATIC RENEWAL AND CANCELLATION (FLORIDA DISCLOSURE)

6.1 Auto-Renewal Terms. If you purchase a subscription to any Service, your subscription will automatically renew at the end of each billing period (monthly or annually, as applicable) for successive periods of the same duration, at the then-current rate, unless you cancel before the renewal date. In accordance with Florida Statute § 501.165 (Florida Automatic Renewal Law), you are hereby provided with clear and conspicuous notice of the following:

(a) Your subscription will automatically renew at the end of each billing period unless you cancel;

(b) You will be charged the then-current subscription rate upon each renewal;

(c) You may cancel your subscription at any time by contacting Company through the methods described below; and

(d) Your cancellation will take effect at the end of the then-current billing period.

6.2 Cancellation Methods. You may cancel your subscription by: (a) submitting a written cancellation request to the contact information provided on MembersDigital.com; (b) using the cancellation feature within your account settings on the Platform, if available; or (c) contacting Company's support team directly. Cancellation requests must be received at least five (5) business days before the next renewal date to avoid being charged for the upcoming billing period.

6.3 Acknowledgment. By purchasing a subscription, you acknowledge and agree to the automatic renewal terms set forth herein and confirm that you have received clear and conspicuous notice of these terms prior to completing your purchase, as required by Florida law.

7. CHARGEBACKS AND PAYMENT DISPUTES

7.1 Direct Resolution Requirement. You agree to contact Company directly to resolve any billing dispute, dissatisfaction with Services, or payment concern before initiating a chargeback, dispute, or reversal with your bank, credit card company, payment processor, or any third-party payment platform.

7.2 Chargeback as Material Breach. You acknowledge and agree that initiating a chargeback, payment dispute, or reversal with any financial institution or payment processor without first attempting to resolve the matter directly with Company in writing constitutes a material breach of these Terms.

7.3 Consequences. In the event you initiate a chargeback, dispute, or payment reversal, Company shall be entitled to: (a) immediately suspend or terminate your access to all Services, Platform, and Proprietary Materials; (b) charge you a chargeback administration fee of Two Hundred Fifty Dollars ($250.00), or the actual cost incurred by Company, whichever is greater; (c) recover the full amount of the original charge plus the administration fee; (d) report the outstanding balance to credit reporting agencies and/or refer the matter to a collections agency; and (e) pursue all available legal remedies, including recovery of attorneys' fees and costs.

7.4 Acknowledgment. By purchasing any product or service through MembersDigital.com, you acknowledge that you have been provided with clear and conspicuous notice of these chargeback provisions and agree that they are reasonable and necessary.

8. COMMUNICATIONS SERVICES, SMS/MMS, AND TELEPHONE COMPLIANCE

8.1 Communications Services Overview. The Platform may include Communications Services such as SMS, MMS, email, and voice calling features. You acknowledge and agree that Company is a technology platform provider only and does not originate, send, or deliver any communications to any recipient. You, not Company, are the maker, initiator, and sender of all communications transmitted through the Platform. All communications are created by and initiated by you and/or at your direction.

8.2 Your Compliance Responsibility. You are exclusively responsible for compliance with all federal, state, and local laws governing your communications, including but not limited to: (a) the Telephone Consumer Protection Act ("TCPA"), 47 U.S.C. § 227; (b) the CAN-SPAM Act, 15 U.S.C. § 7701 et seq.; (c) the Telemarketing Sales Rule ("TSR"); (d) the Florida Telephone Solicitation Act, Fla. Stat. § 501.059; (e) all applicable state "mini-TCPA" statutes; (f) the Cellular Telecommunications Industry Association ("CTIA") Messaging Principles and Best Practices; and (g) all applicable carrier policies and A2P 10DLC registration requirements. Company is not responsible for your compliance and does not represent that your use of the Communications Services will comply with any law. You should consult a lawyer for legal advice.

8.3 Prior Express Written Consent (SMS/MMS). Before sending any marketing or promotional SMS or MMS messages through the Platform, you must obtain prior express written consent from each recipient in compliance with the TCPA. Valid consent requires: (a) clear identification of your business as the sender; (b) a description of the types of messages the recipient will receive; (c) disclosure that message frequency may vary and that message and data rates may apply; (d) opt-out instructions (e.g., "Reply STOP to opt out") and help instructions (e.g., "Reply HELP for help"); and (e) links to your Privacy Policy and Terms of Service. Consent must be obtained through an affirmative act by the recipient (e.g., checking an unchecked box, submitting a form, sending a keyword). Pre-checked boxes, bundled consent, silence-as-consent, and purchased consent are prohibited. Consent to receive SMS may not be made a condition of any purchase, service, or form submission.

8.4 Opt-Out Compliance. You must:

(a) include clear opt-out instructions in every initial message (e.g., "Reply STOP to unsubscribe");
(b) honor all opt-out requests immediately upon receipt, regardless of the method used (including informal language such as "stop texting me");
(c) send no more than one non-promotional confirmation message acknowledging the opt-out;
(d) process opt-outs received through other channels (email, phone, in-person) within ten (10) business days; and

(e) maintain records of all opt-out requests. Failure to honor opt-outs may result in TCPA liability of $500 to $1,500 per message.

8.5 Quiet Hours. You shall not send any SMS, MMS, or make any automated voice calls to recipients outside the hours of 8:00 AM to 8:30 PM in the recipient's local time zone, or such narrower window as may be required by applicable state law. Certain states, including Florida, impose additional restrictions on telemarketing hours. You are responsible for compliance with all applicable time restrictions.

8.6 Prohibited Messaging Content. You shall not send any messages through the Platform that contain or promote: (a) sex, pornography, or adult content ("S"); (b) hate speech, harassment, or discriminatory content ("H"); (c) alcohol ("A"); (d) firearms or weapons ("F"); (e) tobacco or vaping products ("T") (collectively, "SHAFT" content); (f) illegal substances or controlled substances; (g) phishing, fraud, or deceptive content; (h) content designed to mislead recipients about the sender's identity; or (i) any other content prohibited by applicable law, CTIA guidelines, or carrier policies. Violation of this Section may result in immediate suspension of your account and Communications Services, carrier fines passed through to you, and termination of your access.

8.7 A2P 10DLC Registration. If you send SMS or MMS messages to United States recipients through the Platform, you are required to complete Application-to-Person ("A2P") 10-Digit Long Code ("10DLC") brand and campaign registration through the Platform before sending any messages. Failure to complete registration will result in your messages being blocked by carriers. You are responsible for: (a) providing accurate business information during registration, including your legal business name, EIN, and address; (b) ensuring your registration information matches your IRS records; (c) registering each campaign use case separately; and (d) paying all applicable registration fees and monthly campaign fees. Company is not responsible for registration delays, rejections, or carrier filtering of unregistered messages.

8.8 Prohibited Contact Lists. You shall not import, upload, or use any contact lists that were purchased, rented, borrowed, scraped, harvested, or otherwise obtained from any third party. All contacts must have provided direct, first-party consent to receive communications from your specific business. Consent cannot be bought, sold, transferred, or shared between businesses.

8.9 Sender Identification. Every message sent through the Platform must clearly identify your business as the sender. You shall not disguise, falsify, or misrepresent the origin of any communication.

8.10 Record Retention. You shall maintain complete and accurate records of all consent obtained, opt-out requests received, messages sent, and compliance activities for a minimum of five (5) years, or such longer period as required by applicable law. Company may request access to your consent records at any time to verify compliance.

8.11 Carrier Fines and Pass-Through. You acknowledge that carriers (including AT&T, T-Mobile, and Verizon) impose fines for messaging policy violations, including sending prohibited content, failure to honor opt-outs, and other non-compliance. Any carrier fines, penalties, or surcharges imposed as a result of your messaging activities will be passed through to you and charged to your account. You agree to pay all such fines promptly upon notice.

8.12 Florida Telephone Solicitation Act. If you make telephone solicitations or send commercial text messages to Florida residents, you must comply with the Florida Telephone Solicitation Act, Fla. Stat. § 501.059, including but not limited to: (a) registration requirements with the Florida Department of Agriculture and Consumer Services, if applicable; (b) compliance with the Florida Do Not Call list; (c) restrictions on automated calls and text messages; and (d) all disclosure requirements. Violations may result in penalties under the Florida Deceptive and Unfair Trade Practices Act ("FDUTPA"), Fla. Stat. § 501.204.

8.13 Email Compliance (CAN-SPAM). All commercial email sent through the Platform must comply with the CAN-SPAM Act, including: (a) accurate header information; (b) non-deceptive subject lines; (c) identification that the message is an advertisement; (d) inclusion of your valid physical postal address; (e) a clear and conspicuous opt-out mechanism; and (f) honoring opt-out requests within ten (10) business days.

9. NO GUARANTEE OF RESULTS

9.1 Educational Purpose. The Services, Proprietary Materials, and Content are for educational and informational purposes only. Company makes no guarantees, representations, or warranties regarding any specific outcome, result, revenue, profit, or return on investment.

9.2 Illustrative Examples. Any examples of results, income statements, earnings, revenue, or performance shared by Company or its representatives are illustrative only and do not constitute a promise or guarantee. Individual results vary.

9.3 No Professional Advice. The Services do not constitute legal, financial, tax, accounting, or other professional advice. You should consult with appropriate licensed professionals before making business decisions based on any content provided by Company.

10. DISCLAIMER OF WARRANTIES

10.1 As-Is Basis. THE WEBSITE, PLATFORM, SERVICES, PROPRIETARY MATERIALS, COMMUNICATIONS SERVICES, AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, COMPLETENESS, OR QUIET ENJOYMENT.

10.2 Technology Disclaimer. COMPANY DOES NOT WARRANT THAT THE WEBSITE, PLATFORM, OR COMMUNICATIONS SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY SHALL NOT BE LIABLE FOR ANY INTERRUPTIONS, DELAYS, DOWNTIME, OR ERRORS IN THE OPERATION OF THE PLATFORM OR FOR ANY LOSS OF DATA RESULTING THEREFROM. THE PLATFORM RELIES ON THIRD-PARTY INFRASTRUCTURE AND SERVICES THAT ARE OUTSIDE COMPANY'S CONTROL.

10.3 Third-Party Integrations. THE PLATFORM MAY INTEGRATE WITH OR CONNECT TO THIRD-PARTY SERVICES, INCLUDING BUT NOT LIMITED TO PAYMENT PROCESSORS, TELECOMMUNICATIONS PROVIDERS, SOCIAL MEDIA PLATFORMS, EMAIL SERVICES, AND ANALYTICS TOOLS. COMPANY DOES NOT CONTROL, ENDORSE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES AND DISCLAIMS ALL LIABILITY FOR THEIR AVAILABILITY, ACCURACY, CONTENT, OR FUNCTIONALITY. YOUR USE OF THIRD-PARTY INTEGRATIONS IS AT YOUR OWN RISK AND SUBJECT TO THE THIRD PARTY'S OWN TERMS AND POLICIES.

10.4 Communications Delivery. COMPANY DOES NOT GUARANTEE THE DELIVERY, RECEIPT, OR TIMELINESS OF ANY SMS, MMS, EMAIL, OR VOICE COMMUNICATION SENT THROUGH THE PLATFORM. MESSAGE DELIVERY DEPENDS ON CARRIER NETWORKS, RECIPIENT DEVICE SETTINGS, AND OTHER FACTORS OUTSIDE COMPANY'S CONTROL.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, REVENUE, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS, THE WEBSITE, THE PLATFORM, THE SERVICES, THE COMMUNICATIONS SERVICES, THE PROPRIETARY MATERIALS, OR ANY THIRD-PARTY SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Essential Basis. You acknowledge that Company has set its prices and entered into these Terms in reliance upon the limitations of liability and disclaimers set forth herein, and that the same form an essential basis of the bargain between the parties.

11.4 No Liability for Communications. WITHOUT LIMITING THE FOREGOING, COMPANY SHALL HAVE NO LIABILITY FOR ANY CLAIMS, DAMAGES, PENALTIES, FINES, OR LOSSES ARISING FROM YOUR USE OF THE COMMUNICATIONS SERVICES, INCLUDING BUT NOT LIMITED TO TCPA VIOLATIONS, CAN-SPAM VIOLATIONS, CARRIER FINES, BLOCKED MESSAGES, FAILED DELIVERIES, OR ANY CLAIMS BY RECIPIENTS OF YOUR COMMUNICATIONS.

12. INDEMNIFICATION

12.1 General Indemnification. You agree to indemnify, defend, and hold harmless Company, its members, managers, officers, employees, agents, affiliates, licensors, successors, and assigns from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

(a) your breach of these Terms;
(b) your use or misuse of the Services, Platform, Proprietary Materials, or Content;
(c) your violation of any applicable law, regulation, or third-party right;
(d) any chargeback or payment dispute initiated by you; or
(e) any claim by a third party resulting from your actions or omissions.

12.2 Communications Indemnification. Without limiting Section 12.1, you specifically agree to indemnify, defend, and hold harmless Company from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) your use of the Communications Services, including any SMS, MMS, email, or voice communications;
(b) any violation of the TCPA, CAN-SPAM Act, Florida Telephone Solicitation Act, or any other federal, state, or local communications law;
(c) any failure to obtain proper consent from recipients;
(d) any failure to honor opt-out requests;
(e) any carrier fines, penalties, or surcharges; (f) any claims by recipients of your communications; and
(g) any A2P 10DLC registration failures or violations. This indemnification obligation shall survive termination of these Terms.

13. DATA OWNERSHIP, PRIVACY, AND SECURITY

13.1 Your Data. You own and retain all ownership rights to the contact data, lead data, customer information, and content you upload to or create within the Platform ("Your Data"). You grant Company a limited license to use Your Data solely as necessary to provide the Services to you. Company will not sell Your Data to third parties.

13.2 Data Access Upon Termination. Upon termination of your account, you shall have thirty (30) days to export Your Data from the Platform. After this thirty (30) day period, Company may permanently delete Your Data without further notice or liability. Company is not responsible for any loss of data resulting from your failure to export data within the specified period.

13.3 Your Privacy Obligations. If you collect personal information from End Users through the Platform (including through forms, funnels, websites, or surveys created using the Platform), you must: (a) implement and maintain your own privacy policy that complies with all applicable privacy laws; (b) provide clear and conspicuous notice to End Users about your data collection and use practices; (c) obtain all necessary consents from End Users; and (d) comply with all applicable data protection laws, including but not limited to the California Consumer Privacy Act ("CCPA") / California Privacy Rights Act ("CPRA"), if applicable to your business.

13.4 Privacy Policy. Company's Privacy Policy, available on MembersDigital.com, describes how Company collects, uses, stores, and discloses your personal information. By using the Platform, you consent to the practices described in the Privacy Policy.

14. ACCEPTABLE USE POLICY

14.1 Prohibited Activities. In addition to the restrictions set forth elsewhere in these Terms, you shall not use the Platform or Services to:

(a) send unsolicited commercial messages (spam);
(b) engage in phishing, spoofing, or any form of fraudulent activity;
(c) distribute malware, viruses, or other harmful code;
(d) harvest, scrape, or collect personal information without consent;
(e) engage in any activity that violates the privacy rights of others;
(f) transmit any content that is unlawful, threatening, abusive, harassing, defamatory, or obscene;
(g) impersonate any person or entity;
(h) interfere with or disrupt the Platform or servers;
(i) violate any applicable law, regulation, or industry standard;
(j) use the Platform for any purpose that is competitive with Company's business without express authorization; or
(k) facilitate or encourage any of the foregoing.

14.2 Monitoring and Enforcement. Company reserves the right, but has no obligation, to monitor your use of the Platform and Communications Services for compliance with these Terms. Company may, in its sole discretion, suspend or terminate your access for any violation of these Terms or the Acceptable Use Policy, with or without notice.

15. THIRD-PARTY SERVICES AND LINKS

15.1 Third-Party Services. The Platform may integrate with or provide access to third-party services, applications, and websites. Company does not control, endorse, or assume responsibility for any third-party services. Your use of third-party services is subject to the third party's own terms of service and privacy policies. Company shall not be liable for any acts or omissions of any third-party service provider.

15.2 External Links. MembersDigital.com may contain links to external websites. The inclusion of a link does not constitute endorsement. Company is not responsible for the content, accuracy, or practices of linked websites.

15.3 Platform Provider. You acknowledge that the Platform utilizes underlying technology infrastructure provided by third-party service providers. Company is the sole point of contact for all Platform-related support, billing, and inquiries. You shall not contact, solicit, or attempt to engage directly with any upstream technology provider. All Platform support requests must be directed exclusively to Company.

16. TERMINATION AND SUSPENSION

16.1 Termination by Company. Company may terminate or suspend your access at any time, with or without cause, with or without notice. Grounds for immediate termination include:

(a) breach of any provision of these Terms;
(b) failure to make any payment when due;
(c) initiation of a chargeback;
(d) violation of Communications Services compliance requirements;
(e) violation of the Acceptable Use Policy;
(f) carrier complaints or violations related to your messaging; or
(g) conduct that Company determines is harmful to Company's business, reputation, or other users.

16.2 Effect of Termination. Upon termination:

(a) all rights and licenses granted to you immediately terminate;
(b) you shall immediately cease all use of the Services, Platform, and Proprietary Materials;
(c) you shall delete or destroy all copies of Proprietary Materials in your possession;
(d) all payment obligations accrued prior to termination survive; and
(e) you shall have thirty (30) days to export Your Data as provided in Section 13.2.

16.3 Survival. The provisions of these Terms that by their nature should survive termination shall survive, including Sections 4, 5, 7, 8, 10, 11, 12, 13, 17, and 18.

17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION

17.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any choice of law or conflict of law rules.

17.2 Exclusive Venue. Any legal action arising out of or related to these Terms shall be instituted exclusively in the state or federal courts located in Hillsborough County, Florida. You irrevocably submit to the exclusive jurisdiction of such courts and waive any objection to venue, including forum non conveniens.

17.3 Attorneys' Fees. In any legal action to enforce, interpret, or arising out of these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses, including fees on appeal and in collection actions.

17.4 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS.

17.5 Waiver of Class Action. YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST COMPANY.

17.6 Limitation on Claims. Any cause of action or claim arising out of or relating to these Terms must be commenced within one (1) year after the event giving rise to the claim; otherwise, such claim is permanently barred.

18. GENERAL PROVISIONS

18.1 Entire Agreement. These Terms, together with the Privacy Policy and any additional agreements you enter into with Company (including any Client Service Agreement), constitute the entire agreement between you and Company regarding MembersDigital.com.

18.2 Modifications. Company reserves the right to modify these Terms at any time. Material changes will be indicated by updating the "Last Updated" date. Your continued use after modification constitutes acceptance. It is your responsibility to review these Terms periodically.

18.3 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, or severed, and the remaining provisions shall continue in full force and effect.

18.4 Waiver. No failure or delay by Company in exercising any right shall operate as a waiver thereof.

18.5 Assignment. You may not assign these Terms without Company's prior written consent. Company may freely assign these Terms to any successor or affiliate.

18.6 Force Majeure. Company shall not be liable for any failure or delay resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, cyberattacks, power outages, internet or telecommunications failures, carrier outages, or government actions.

18.7 Electronic Acceptance. Your electronic acceptance of these Terms (including by clicking "I Agree," creating an account, making a purchase, or using the Services) constitutes a binding agreement equivalent to a handwritten signature.

18.8 ADA Accessibility. Company is committed to making MembersDigital.com accessible to all users, including individuals with disabilities. If you experience any accessibility issues, please contact us through the contact information on MembersDigital.com, and we will work to address your concern.

18.9 Florida Deceptive and Unfair Trade Practices Act. Nothing in these Terms is intended to limit any rights you may have under the Florida Deceptive and Unfair Trade Practices Act, Fla. Stat. § 501.201 et seq., to the extent such rights cannot be waived by contract.

18.10 Contact Information. For questions regarding these Terms, please contact Members Digital LLC through the contact information provided on MembersDigital.com.

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