Terms of Service

These Terms of Service (“Terms”) are a legal agreement between you and Members Only, a Leo & Rose company (“Members Only,” “we,” “us,” or “our”), and govern your access to and use of our website at members-only.app and the online pro-shop platform we provide to private clubs, their members, and apparel brands (together, the “Services”). By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services. [Confirm the legal entity name and notice address.]

Relationship to other agreements

Paid use of the platform by a club or brand is governed by a separate written subscription or partner agreement between that organization and Members Only (an “Order” or “Master Agreement”). If any term of a signed agreement conflicts with these Terms, the signed agreement controls for that organization. These Terms otherwise apply to all use of the Services, including the Site. [Confirm whether a separate MSA/DPA exists and how it should be referenced.]

Definitions

• Club — a private club or organization that operates a member storefront through the platform.
• Member — an individual authorized by a Club to shop its storefront.
• Brand — an apparel brand that connects a catalog and fulfills orders through the platform.
• Storefront — the branded online shop a Club operates for its Members.

Eligibility & accounts

You must be at least 18 years old and able to form a binding contract to use the Services. Certain features require an account; access is granted through your Club, Brand, or Members Only. You are responsible for the accuracy of the information you provide, for activity under your account, and for keeping your credentials secure. Notify us promptly of any unauthorized use.

The Services

Members Only provides the technology platform that lets a Club run a members-only online pro shop: a branded Storefront, a catalog curated from connected Brands, crest personalization, member-account billing, and drop-ship fulfillment. Members Only is a platform provider. Clubs control their Storefront, assortment, branding, and member-facing pricing. Brands provide their product data, inventory, and fulfillment. We do not manufacture, stock, or ship products, and we do not set retail pricing. We may modify, add, or discontinue features of the Services over time.

Orders, fulfillment & returns

Products offered through a Storefront are supplied and fulfilled by the connected Brand and drop-shipped directly to the Member, with the Club’s crest applied as ordered. Product availability, descriptions, shipping timelines, and returns or exchanges are subject to the applicable Brand’s and Club’s policies. Personalized and embroidered items may be non-returnable except for defects. [Confirm the returns/exchange policy and who administers it, and whether it should be linked here.]

Member billing & authorization

Member purchases are charged to the Member’s account with their Club and settled through the Club’s billing system, rather than by card at checkout. By placing an order, a Member authorizes the resulting charge to their Club account. Amounts, taxes, and any fees are as shown at checkout or as set by the Club. Billing disputes for member charges are handled between the Member and their Club. Members Only does not store payment card numbers for member purchases.

Branding, crests & customer content

Clubs and Brands retain ownership of their names, logos, crests, product data, images, and other materials they provide (“Customer Content”). You grant Members Only a limited, non-exclusive license to host, display, reproduce, and process Customer Content solely to operate the Services — for example, to build the Storefront, publish the catalog, and apply a crest to an order. You represent that you have the rights to the Customer Content you provide and that our use of it as directed will not infringe any third party’s rights. You are responsible for the marks and files you upload for embroidery.

Acceptable use

You agree not to: use the Services for any unlawful purpose; infringe others’ intellectual-property or privacy rights; upload malicious code or attempt to gain unauthorized access to the Services or another tenant’s data; interfere with or disrupt the Services; scrape or harvest data except through interfaces we provide; or misrepresent your identity or authority. We may suspend or remove content or access that violates these Terms.

Our intellectual property

The Services, including the Members Only platform, website, software, design, and the Members Only name and marks, are owned by us or our licensors and protected by law. Except for the rights expressly granted to operate the Services, we grant you no rights in them. You may not copy, modify, distribute, reverse-engineer, or create derivative works from the Services without our permission.

Third-party services

The Services integrate with or link to third-party services — such as a Brand’s catalog feed or a Club’s billing system — that we do not control. Your use of those services is subject to their terms, and we are not responsible for their content, availability, or practices.

Disclaimers

The Services are provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, to the fullest extent permitted by law. We do not warrant that the Services will be uninterrupted, error-free, or secure, or that products offered by Brands will meet your expectations.

Limitation of liability

To the fullest extent permitted by law, Members Only and its affiliates will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to the Services. Our total liability for any claim relating to the Services will not exceed [the greater of the amounts paid to Members Only for the Services in the 12 months before the claim, or US $100 — confirm the cap]. Some jurisdictions do not allow certain limitations, so some of these may not apply to you.

Indemnification

You agree to indemnify and hold harmless Members Only and its affiliates from claims, damages, and expenses (including reasonable legal fees) arising from your misuse of the Services, your violation of these Terms, or your Customer Content, to the extent permitted by law.

Term, suspension & termination

These Terms apply while you use the Services. We may suspend or terminate access if you violate these Terms or to protect the Services or others. A Club’s or Brand’s paid access is governed by its separate agreement. Provisions that by their nature should survive termination — such as intellectual property, disclaimers, limitation of liability, and indemnification — will survive.

Governing law & disputes

These Terms are governed by the laws of the State of Georgia, United States, without regard to its conflict-of-laws rules. [Choose and confirm a dispute-resolution approach — for example, exclusive jurisdiction and venue in the state or federal courts located in [county], Georgia, or a binding-arbitration and class-action-waiver clause — and have counsel draft it.]

Changes to these Terms

We may update these Terms from time to time. Material changes will be reflected by updating the “Last updated” date above and, where appropriate, by additional notice. Your continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

Miscellaneous

These Terms, together with any applicable signed agreement, are the entire agreement between you and Members Only regarding the Services. If any provision is found unenforceable, the remaining provisions stay in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. We are not liable for delays or failures caused by events beyond our reasonable control.

Contact us

Questions about these Terms? Get in touch, or reach us at [legal contact email] / [mailing address].