This licence agreement (“Licence”) is a legal agreement between you (“Licensee” or “you”) and Castle Mountain Limited, a Delaware Limited Partnership, a company incorporated and registered in the United States, (“Licensor”, “us” or “we”) for downloading, installing or using the software, electronic documents, instructions, written templates, membership scripts, page templates, and tutorials including videos, PDF’s and any other form of the data or digital media associated with the software (“Resources”).

We are the copyright owners of the Resources provided by this site. We do not sell the Resources to you and copyright ownership remains at all times with the relevant Owner(s). Your use of the Resources is at all times subject to the terms of this Licence.

Important Notice To All Users:

• By downloading the Resources from this website you agree to be bound to the terms and conditions of this licence. The terms of this licence include, in particular, limitations on liability in Section 4 of the agreement herein.
• If you do not agree to the terms of this licence, we will not license the Resources to you and you must discontinue the downloading process now. In this case you may not download or order any Resources from this website.
• By downloading the Resources from this website you hereby consent to immediate performance of the contract and acknowledge that you will lose your right of withdrawal from the contract once the download or streaming of the digital content has begun.

You should retain a copy of this Licence for future reference.

1. Grant and Scope of Licence

1. In consideration of making the Resources available to you to download, you agree to abide by the terms of this Licence and we hereby grant to you a non-exclusive, non-transferable licence to use the Resources under the terms and conditions of this Licence.

YOU MAY NOT:

1. Resell a resource directly or within a wider design, product or offer where the original resource can be extracted in its’ original form. 
2. Resell a modified version of a membership script, or page template in it’s own individual product. Using membership scripts, page templates or any resources provided is acceptable for individual client projects and personal use, but not for anything sold en-mass.
3. Distribute or redistribute any resources or information from Membership.coach where they can be downloaded or accessed publicly. 
4. Use any resources or information provided by Membership.Coach in any form within your own products for sale.

2. Restrictions

1. Except as expressly set out in this Licence you undertake:
   1. not to redistribute the Resources to anyone (even for free)
   2. not to rent, lease, sub-license including to a third party for manufacturing, loan, or translate the Resources
   3. to keep all copies of the Resources reasonably secure.

3. Intellectual Property Rights

1. You acknowledge that all intellectual property rights in the Resources anywhere in the world belong to the Owner, that rights in the Resources are licensed (not sold) to you, and that you have no rights in, or to, the Resources other than the right to use them in accordance with the terms of this Licence.
2. You acknowledge that you have no right to have access to the Resources in source code form.

4. Limitation of Liability

1. You acknowledge that the Resources have not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Resources meet your requirements.
2. You agree to defend, indemnify and hold harmless Castle Mountain Limited, a Delaware Limited Partnership and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password, or b) a breach of these Terms.
3. In no event shall Castle Mountain Limited, a Delaware Limited Partnership, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
4. Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

5. Termination

1. We may terminate this Licence immediately by written notice to you if you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.
2. Upon termination for any reason:
   1. All rights granted to you under this Licence shall cease;
   2. You must immediately cease all activities authorised by this Licence;
   3. You must immediately pay to us any sums due to us under this Licence; and
   4. You must immediately delete or remove the Resources from all computer equipment in your possession, and immediately destroy any tangible copies of the Resources then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

6. Communications Between Us

1. If you wish to contact us in writing, or if any condition in this Licence requires you to give us notice in writing, you must send this to us by e-mail to support@membership.coach. We will confirm receipt of this by contacting you in writing, by e-mail.
2. If we have to contact you or give you notice in writing, we will do so by e-mail.

7. Events Outside Our Control

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by any act or event beyond our reasonable control, including without limitation, failure of public or private telecommunications networks.

1. We do not warrant that the operation of the items will be uninterrupted or error free or that the items are without defects.
2. You may not transfer your rights or your obligations under this Licence to another person or business without our express written consent.
3. Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
4. You agree to defend, indemnify and hold harmless Castle Mountain Limited, a Delaware Limited Partnership and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password, or b) a breach of these Terms.
5. The Service and its original content, features and functionality are and will remain the exclusive property of Castle Mountain Limited, a Delaware Limited Partnership and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Castle Mountain Limited, a Delaware Limited Partnership.
6. In no event shall Castle Mountain Limited, a Delaware Limited Partnership, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
7. These Terms and this License shall be governed and construed in accordance with the laws of the United States, without regard to its conflict of law provisions.
8. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.