Terms of Service

1. Acceptance of Terms

By accessing, registering for, or using MemberFlow (the "Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use the Service.

These Terms constitute a legally binding agreement between you and us. Please read them carefully.

Important: MemberFlow is a Business-to-Business-to-Consumer (B2B2C) Software-as-a-Service (SaaS) platform. Your rights and obligations under these Terms depend on your role within the platform. Please review Section 2 carefully to understand your classification.

2. Definitions & Roles

3. Account Registration & Security

3.1 Eligibility

• You must be at least 18 years old or the age of majority in your jurisdiction to register as a Business Owner or Staff.
• By registering, you represent that you have the legal authority to bind your organization to these Terms.

3.2 Registration Process

1. Business Owners: Register directly via Google/Apple authentication. Upon registration, a globally unique Owner Code (8-character alphanumeric) is generated for identification and support.
2. Staff & Moderators: Can only register via an Invite Code sent by a Business Owner or SuperAdmin.

Invite Codes:

• Are 6 digits long
• Expire within 24 hours of generation
• Allow a maximum of 3 verification attempts per phone number per day
• Are limited by the Business Owner's subscription plan staff limits

3.3 Account Security

• You are responsible for maintaining the confidentiality of your authentication credentials (Google/Apple account or phone number).
• You agree to notify us immediately of any unauthorized access to your account.
• MemberFlow is not liable for losses arising from your failure to protect your credentials.

3.4 Profile Accuracy

• You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate.
• MemberFlow reserves the right to suspend or terminate accounts with false or misleading information.

4. Subscription Plans, Billing & Payments

4.1 Plan Selection & Limits

1. Business Owners select a Subscription Plan that defines: - Maximum number of Clubs manageable under the account - Maximum Staff (Receptionists, Trainers) per Club - Maximum End Members per Club - Access to premium features
2. Exceeding plan limits requires upgrading to a higher tier. Attempting to bypass limits may result in account suspension.

4.2 Billing Cycle & Renewal

• Subscriptions are billed monthly or annually based on your selection.
• Renewal date: Always calculated from the previous due date (not the current date), ensuring consistent billing cycles.
• Auto-renewal: All subscriptions auto-renew unless cancelled at least 24 hours before the renewal date.
• You authorize MemberFlow (via Razorpay) to charge your selected payment method for recurring fees.

4.3 Payment Processing

• All payments are processed securely via Razorpay, a PCI-DSS compliant payment gateway.
• MemberFlow does not store sensitive payment information (credit card numbers, CVV, bank account details).
• Failed payments trigger the following status progression: 1. In Due (3 days before expiry): Reminder notifications sent 2. Late Due (expiry to +3 days): Daily reminders; limited access may apply 3. Suspended (>3 days overdue): Service access revoked 4. Terminated (>30 days suspended): Account archived; billing cycle resets upon reactivation

4.4 Price Changes

• MemberFlow reserves the right to modify Subscription Plan pricing with at least 30 days' notice.
• Price changes apply to renewals only; existing billing cycles are honored at the original rate.

4.5 Taxes

All fees are exclusive of taxes. You are responsible for paying all applicable sales, VAT, GST, or other taxes associated with your use of the Service, except for taxes based on MemberFlow's net income.

4.6 Refunds

• Refunds are governed by our separate Refund Policy, incorporated herein by reference.
• In summary: SaaS subscriptions are generally non-refundable except for duplicate charges, technical failures preventing service use, or billing errors by MemberFlow.

5. Acceptable Use Policy

5.1 Permitted Use

You agree to use MemberFlow only for:

• Legitimate membership management operations
• Complying with all applicable laws and regulations
• Respecting the privacy and rights of End Members whose data you manage

5.2 Prohibited Activities

You agree NOT to:

• Use the Service for any illegal purpose or in violation of any local, national, or international law
• Attempt to bypass multi-tenant isolation (e.g., accessing another Business Owner's data via tenant ID manipulation)
• Exploit vulnerabilities in Row Level Security (RLS) policies or database schemas
• Use automated scripts, bots, or scrapers to extract data without explicit authorization
• Upload malicious code, viruses, or any technology designed to harm the Service
• Impersonate another user, Business Owner, or MemberFlow representative
• Use End Member data for purposes beyond the scope of your business relationship with them
• Reverse engineer, decompile, or attempt to extract source code from the Service

5.3 Advertising System

• MemberFlow displays third-party advertisements on dashboards to support platform operations.
• Ad tracking: Views and clicks are logged for performance analytics.
• Cooldown logic: To prevent accidental inflation, repeated clicks from the same device within a 3-hour window may not be counted as unique engagements.
• Business Owners cannot disable mandatory system ads but may provide feedback on ad relevance.

6. Data Ownership, Processing & Privacy

6.1 Data Ownership

1. Business Owner data: Information you provide (business details, staff profiles, financial records) remains your property. You grant MemberFlow a worldwide, non-exclusive license to host, process, and display this data solely for providing the Service.
2. End Member data: Records of End Members (names, contact details, membership status) are controlled by you (the Business Owner). MemberFlow acts as a Data Processor under applicable data protection laws (e.g., GDPR, DPDP Act). - You warrant that you have obtained all necessary consents from End Members before uploading their data to MemberFlow. - You are solely responsible for responding to End Member requests regarding their data (access, correction, deletion).

6.2 Data Processing & Security

1. MemberFlow implements technical measures to protect your data, including: - Encryption in transit (SSL/TLS) and at rest (Supabase-managed) - Row Level Security (RLS) policies enforcing multi-tenant isolation - Role-Based Access Control (RBAC) limiting staff access to assigned clubs - Regular security audits and vulnerability assessments
2. Soft Delete policy: When records are deleted, they are marked isDeleted = true and retained temporarily for recovery before permanent purging per our Data Retention Schedule.

6.3 Data Portability & Export

• Business Owners may export their data (members, staff, transactions) in a structured, commonly used format via the dashboard.
• Upon termination of your subscription, you have 30 days to export data before soft-deletion processes begin.

6.4 Third-Party Data Processors

MemberFlow engages the following sub-processors to deliver the Service:

7. Intellectual Property

7.1 MemberFlow IP

• The Service, including its software, design, logos, trademarks, and documentation, is owned by Ctoryteller and protected by copyright, trademark, and other intellectual property laws.
• You receive a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose.

7.2 Your Content

• You retain all rights to content you upload to the Service (business logos, member lists, custom configurations).
• By uploading content, you grant MemberFlow a license to store, process, and display that content solely to provide the Service to you.

7.3 Feedback

Any suggestions, ideas, or feedback you provide regarding the Service may be used by MemberFlow without obligation or compensation to you.

8. Third-Party Services & Integrations

8.1 External Dependencies

MemberFlow integrates with third-party services to enhance functionality. You acknowledge that:

• Supabase: Service availability depends on Supabase's infrastructure. MemberFlow is not liable for Supabase outages.
• Razorpay: Payment failures, disputes, or gateway downtime are governed by Razorpay's terms. MemberFlow facilitates but does not control payment processing.
• WhatsApp API: Message delivery depends on Meta's infrastructure. MemberFlow is not liable for undelivered notifications.
• Firebase: Push notification delivery is subject to Google's policies and device-level permissions.

8.2 Changes to Integrations

MemberFlow reserves the right to modify, replace, or discontinue third-party integrations with reasonable notice. Alternative solutions will be sought where feasible.

9. Limitation of Liability

9.1 Service "As Is"

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEMBERFLOW SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING FROM YOUR USE OF THE SERVICE.

9.3 Liability Cap

IN NO EVENT SHALL MEMBERFLOW'S AGGREGATE LIABILITY EXCEED THE AMOUNT PAID BY YOU TO MEMBERFLOW IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

9.4 Exclusions

The above limitations do not apply to:

• Liability for death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded under applicable law

10. Indemnification

You agree to indemnify, defend, and hold harmless MemberFlow, its affiliates, officers, and employees from any claims, damages, losses, or expenses (including legal fees) arising from:

• Your use of the Service in violation of these Terms
• Your management of End Member data without proper consent
• Any dispute between you and an End Member regarding membership terms, billing, or data usage
• Your violation of any third-party rights or applicable laws

11. Term & Termination

11.1 Term

These Terms remain in effect as long as you use the Service.

11.2 Termination by You

• You may cancel your Subscription Plan anytime via the dashboard. Service continues until the end of the current billing cycle.
• Upon cancellation, you retain read-only access to export data for 30 days.

11.3 Termination by MemberFlow

MemberFlow may suspend or terminate your access immediately if:

• You breach these Terms and fail to cure within 7 days of notice
• Your account remains in Suspended status for more than 30 days
• Required by law or regulatory authority
• To protect the security or integrity of the Service

11.4 Effect of Termination

• Upon termination, your right to use the Service ceases immediately.
• Soft-deleted data is retained per our Data Retention Policy before permanent deletion.
• Sections 6 (Data), 7 (IP), 9 (Liability), 10 (Indemnification), and 12 (Disputes) survive termination.

12. Dispute Resolution & Governing Law

12.1 Informal Resolution

We encourage you to contact us at memberflow@ctoryteller.com to resolve disputes informally before pursuing formal remedies.

12.2 Governing Law

These Terms are governed by the laws of J&K, India, without regard to conflict of law principles.

12.3 Jurisdiction

Any legal action arising from these Terms shall be filed exclusively in the courts located in Srinagar, J&K.

12.4 Class Action Waiver

YOU AGREE TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS AND WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS.

13. Changes to These Terms

MemberFlow reserves the right to modify these Terms at any time. Changes will be:

• Posted on this page with an updated "Effective Date"
• Communicated via in-app notification to active Business Owners
• Effective immediately for new users; existing users have 30 days to review and cancel if they disagree

Continued use of the Service after changes constitutes acceptance of the updated Terms.

14. General Provisions

14.1 Assignment

You may not assign these Terms without MemberFlow's prior written consent. MemberFlow may assign these Terms in connection with a merger, acquisition, or sale of assets.

14.2 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.3 Waiver

Failure to enforce any right or provision of these Terms is not a waiver of such right or provision.

14.4 Entire Agreement

These Terms, together with our Privacy Policy and Refund Policy, constitute the entire agreement between you and MemberFlow regarding the Service.

14.5 Contact Information

• Support email: memberflow@ctoryteller.com
• Phone / WhatsApp: +91-9970983661
• Website: www.ctoryteller.com
• Registered address: Ctoryteller, Shalpora Dangerpora. 193201. J&K, India
• Grievance Officer: Faroze War, grievance@ctoryteller.com
• Business hours: Monday–Saturday, 10:00 AM – 6:00 PM IST
• Response time: Within 2 business days (general); 15 business days (formal grievances)