Membership Agreement - Template, Sample Form Online Pro · US-law
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MEMBERSHIP AGREEMENT
This Membership Agreement (this “Agreement”) is entered into and made effective as of ________ (the “Effective Date”), by and between the following parties:
________ (the “Organization”), a limited liability company organized and existing under the laws of the State of ________, having its principal place of business at the following address:
________
Website Address: ________
Email: ________
and
the following member of the Organization: ________ (the “Member”), the individual agreeing to the terms of this Agreement, having a residence at the following address:
________
Email: ________
The Organization and the Member may be referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the Organization is designed for the following general purpose, elaborated upon more fully below: ________;
WHEREAS, the Member desires to join the Organization and acknowledges and agrees to be bound by the terms and conditions set forth herein; and
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
§ 1 – MEMBERSHIP
This Agreement forms a legally binding agreement between the Member and the Organization and governs the Member’s access to and use of the Organization’s services (the “Membership Services”) and physical facilities, and the Organization’s provision of the Membership Services and physical facilities. Hereinafter, “you” and other second- and third-person pronouns refer to the Member.
BY ACCESSING OR USING ANY OF THE MEMBERSHIP SERVICES, YOU AGREE TO BE BOUND BY AND TO ABIDE BY THIS AGREEMENT AND ANY AMENDMENTS THERETO. READ THIS AGREEMENT CAREFULLY BEFORE USING ANY OF THE MEMBERSHIP SERVICES, ESPECIALLY SINCE THIS AGREEMENT MAY AFFECT YOUR LEGAL RIGHTS, INCLUDING BY REQUIRING BINDING INDIVIDUAL ARBITRATION AND LIMITING YOUR RIGHT TO BRING A LAWSUIT OR PARTICIPATE IN A CLASS ACTION. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY CEASE USE OF ALL MEMBERSHIP SERVICES.
§ 2 – MEMBERSHIP SERVICES
2.1 The Membership Services provided by the Organization are as follows:
________
2.2 The Membership Services include the ability and responsibility of the Organization to deal with all requisite third parties in connection therewith.
2.3 The Membership Services also include the use of the Organization’s physical facilities located at the following address:
________
§ 3 – FEES
3.1 Initiation Fee. A nonrefundable initiation fee in the amount of $________ (________) is required. The initiation fee was paid on the following date: ________.
3.2 Monthly Fees. The Member shall be responsible for the payment of fees (the “Fees”) to the Organization each month. The monthly Fees shall be $________ (________).
3.3 Payment Schedule. The first Fee payment is due on the following date: ________. Thereafter, Fees are due in advance on the first day of each calendar month.
3.4 Payment Methods. Fees may be paid by the following methods:
________
3.5 Late Charges. If any Fees are not paid when due, the following late charge shall apply:
________
To the extent any late charge, interest, or finance charge is imposed, it shall not exceed the maximum rate permitted by applicable law, and any amount in excess thereof shall be deemed reduced to the maximum lawful rate.
§ 4 – TERM AND TERMINATION
4.1 This Agreement shall commence on the Effective Date and continue until terminated by either Party in accordance with this Section.
4.2 In order to cancel, the Member must provide written notice to the Organization no fewer than the following number of days before the next billing cycle: ________.
4.3 This Agreement may be immediately terminated by either Party in the event of a material breach of the terms of this Agreement by the other Party. This Agreement shall also immediately terminate upon the death of the Member, the inability of the Member to pay the Fees required, the liquidation, dissolution, or discontinuance of the Organization in any manner, or the filing of any petition by or against the Organization under any federal or state bankruptcy or insolvency laws.
4.4 Upon termination, the Member shall remain liable for all Fees and other amounts accrued and unpaid as of the effective date of termination.
§ 5 – LIMITED LICENSE
5.1 The Member acknowledges and agrees that the Organization’s name, services, and any logos, designs, text, graphics, software, content, files, materials, and any other intellectual property rights contained therein, including without limitation any copyrights, patents, trademarks, and proprietary or other rights arising therefrom, are owned by the Organization or its affiliates, licensors, or suppliers.
5.2 The Member acknowledges and agrees that the source and object code of certain Membership Services and the format, directories, queries, algorithms, structure, and organization of the same are the intellectual property and proprietary and confidential information of the Organization and its affiliates, licensors, and suppliers.
5.3 The Member expressly agrees not to do anything inconsistent with the Organization’s ownership of the intellectual property described herein. The Member further agrees that the Member has no right, title, or interest in or to any Membership Services except as expressly stated in this Agreement. Except as expressly set forth herein, the Member is conveyed no right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or other proprietary right of the Organization or any third party.
5.4 For any Membership Services that enable the Member to use any software, content, equipment, or other physical or non-physical materials owned or licensed by the Organization, the Organization grants the Member a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the specific Membership Services and any related software, content, equipment, or other materials FOR THE MEMBER’S PERSONAL, NON-COMMERCIAL USE ONLY.
§ 6 – RESTRICTIONS
The Member is prohibited from, and expressly agrees that the Member will not:
(i) circumvent or disable any content protection system or digital rights management technology used with any Membership Services;
(ii) decompile, reverse engineer, disassemble, or otherwise reduce any Membership Services to a human-readable form;
(iii) remove any identification, copyright, or other proprietary notices in or on the Membership Services;
(iv) access or use any Membership Services in an unlawful or unauthorized manner, or in a manner that suggests an association with the Organization’s content, products, services, or brands, unless the Member has an executed agreement with the Organization that allows for such activity;
(v) use, alter, copy, modify, store, sell, reproduce, distribute, republish, download, publicly perform, display, post, transmit, create derivative works of, or exploit any Membership Services or any part thereof, except as expressly authorized in this Agreement or as part of the Membership Services provided to the Member;
(vi) introduce a virus or other harmful component, or otherwise tamper with, impair, or damage any Membership Services or connected network, or interfere with any person or entity’s use or enjoyment of any of the Membership Services;
(vii) access, monitor, or copy any element of the Membership Services using a robot, spider, scraper, or other automated means or manual process without the Organization’s express written permission; or
(viii) sell, resell, or make commercial use of the Membership Services, unless the Member has an executed agreement with the Organization that expressly allows for such activity.
§ 7 – THIRD-PARTY SERVICES
§ 8 – MEMBER ACKNOWLEDGMENTS AND CONSENTS
8.1 The Member agrees to hold the Organization, its owners, affiliates, and representatives harmless from any damage, whether tangible or intangible, that may occur to the Member while participating in the Membership Services, to the fullest extent permitted by applicable law.
8.2 The Member agrees that the Organization offers its membership program with no guarantee of results of any kind. The Member agrees that any results that occur during the Member’s membership, whether positive or negative, are the effects of the Member’s own personal choices.
8.3 The Member represents and warrants that all information the Member has provided to the Organization and its representatives is accurate, current, and complete, without omission of any requested information.
8.4 The Member agrees that, even if the Member has omitted any necessary personal information, whether knowingly or unknowingly, the Member shall hold the Organization harmless against all liability for any damages that may occur to the Member or others because of the Member’s actions or inactions, to the fullest extent permitted by applicable law.
8.5 The Member agrees to notify the Organization of any changes or upcoming changes concerning the Member’s personal information.
§ 9 – ASSUMPTION OF RISK; RELEASE AND WAIVER
9.1 The Member acknowledges and understands that participation in the Membership Services and use of the physical facilities may involve risks of bodily injury, illness, property damage, and other tangible or intangible harm. The Member agrees that these risks may result not only from the Member’s own actions but also from the actions of others. With knowledge and understanding of these risks, the Member freely and voluntarily chooses to participate in the Membership Services.
9.2 To the fullest extent permitted by applicable law, the Member knowingly and voluntarily assumes all such risks and releases, waives, and discharges the Organization, its owners, members, managers, officers, directors, employees, agents, and representatives from any and all claims arising out of or relating to such risks, except to the extent caused by the gross negligence or willful misconduct of the released parties. Nothing in this Agreement shall be construed to release any liability that may not lawfully be released or waived under applicable law.
§ 10 – DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MEMBERSHIP SERVICES AND PHYSICAL FACILITIES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THE ORGANIZATION EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE FOREGOING EXCLUSIONS MAY NOT APPLY TO THE MEMBER.
§ 11 – LIMITATION OF LIABILITY
§ 12 – INDEMNIFICATION
To the fullest extent permitted by applicable law, the Member agrees to indemnify, defend, and hold harmless the Organization and its owners, members, managers, officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) the Member’s breach of this Agreement; (ii) the Member’s use or misuse of the Membership Services or physical facilities; or (iii) the Member’s violation of any applicable law or the rights of any third party.
§ 13 – REPRESENTATIONS
The Member represents and warrants that the Member is over eighteen (18) years of age and has the full legal capacity and authority to consent to and enter into this Agreement.
§ 14 – ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Member and the Organization with respect to any and all use of the Membership Services, activities, and facilities. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, whether written or oral, regarding the Parties’ relationship.
§ 15 – COUNTERPARTS AND ELECTRONIC SIGNATURES
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The Parties agree that electronic signatures and electronic delivery of this Agreement shall have the same legal force and effect as manual signatures and physical delivery, in accordance with the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and any applicable state enactment of the Uniform Electronic Transactions Act.
§ 16 – ASSIGNMENT
The Member may not assign or transfer this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of the Organization. The Organization may freely assign this Agreement. Any attempted assignment in violation of this Section shall be null and void.
§ 17 – SURVIVAL
Any provision of this Agreement which by its terms imposes continuing obligations on either Party, including without limitation the provisions concerning intellectual property, assumption of risk, limitation of liability, indemnification, and dispute resolution, shall survive the termination of this Agreement.
§ 18 – SEVERABILITY
If any part or subpart of this Agreement is held invalid or unenforceable by a court of competent jurisdiction or a competent arbitrator, the remaining parts and subparts shall be enforced to the maximum extent possible, and the remainder of this Agreement shall continue in full force and effect.
§ 19 – WAIVER
No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of that or any other provision or of the right to subsequently enforce it.
§ 20 – DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS ACTION WAIVER
In the event of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If such personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration administered in accordance with the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and the rules of ________. The arbitration shall be conducted in the county and state set forth in the GOVERNING LAW provision of this Agreement, before a single arbitrator who shall have no authority to add parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law as well as the laws of the State of ________. Each Party shall bear its own costs and fees, except as otherwise required by applicable law. Claims subject to arbitration under this Section include, without limitation, contract claims, tort claims, and claims based on federal, state, and local laws, ordinances, statutes, and regulations. Intellectual property claims by the Organization shall not be subject to arbitration and may, as an exception to this Section, be litigated. THE PARTIES 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 OR REPRESENTATIVE PROCEEDING, AND THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ARBITRABLE CLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
§ 21 – GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the internal laws of the State of ________, without giving effect to any choice or conflict of law provision or rule. Subject to the Dispute Resolution provision above, each Party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the following county: ________.
§ 22 – NOTICES
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement. Notices shall be delivered by email, personal delivery, nationally recognized overnight courier (with all fees prepaid), or certified or registered mail (in each case, return receipt requested, postage prepaid), or to such other address as a Party may designate to the other in writing. Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving Party has received the Notice and (b) the Party giving the Notice has complied with the requirements of this Section.
§ 23 – HEADINGS
Headings in this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any manner that would limit or otherwise affect the terms of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
MEMBER:
________________________________________
Member Name: ________
________________________________________
Member Signature
Date: ________
ORGANIZATION:
Organization Name: ________
________________________________________
By (Representative Name): ________
Title: ________
________________________________________
Organization Representative Signature
Date: ________
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