Terms of Service

The agreement between Members Wine LLC and the wine shops that use our platform.

Effective August 12, 2026 · Last updated August 12, 2026

These Terms of Service ("Terms") govern your use of members.wine, operated by Members Wine LLC ("members.wine", "we", "us"). They form a binding agreement between us and the wine shop or other business that creates an account ("you", "Shop").

By creating an account or using the platform, you agree to these Terms. If you are agreeing on behalf of a business, you represent that you are authorized to bind it.

1. The service

members.wine provides software that lets independent wine shops launch and operate membership clubs — including a branded storefront, a member portal, recurring billing infrastructure, and tools for fulfillment.

We are a software provider only. members.wine does not sell, offer for sale, take title to, store, ship, or deliver alcohol. We are not a retailer, wholesaler, importer, or producer of alcoholic beverages, and we do not act as an agent for any Shop in the sale of alcohol. The Shop is the seller and merchant of record for every transaction with its members.

2. Eligibility and Shop accounts

To use the platform you must:

Be a business entity in good standing, acting through an authorized representative at least 21 years old.
Hold every license and permit required to sell and, where applicable, ship alcohol in each jurisdiction in which you offer memberships.
Provide accurate registration information and keep it current.

We may request evidence of your licensing at onboarding and at any time afterward. We may suspend or terminate accounts that cannot produce it.

3. Payments and payouts

Member payments are processed through Stripe. You create and hold your own Stripe account, which you connect to members.wine, and you are the merchant of record for your member transactions. Funds from member purchases settle directly to your own Stripe account. members.wine does not hold, custody, or take title to Shop or member funds, and does not take a percentage of member wine sales.

Payouts follow the payout schedule you configure in your own Stripe account, which defaults to Stripe's standard schedule for your jurisdiction. members.wine does not control your payout timing.

Your Stripe account is governed by your direct agreement with Stripe, the Stripe Services Agreement. You are responsible for maintaining that account in good standing and for complying with Stripe's terms and restricted-business policies, including those applicable to alcohol sales and shipment.

Chargebacks and refunds. Refunds and chargebacks on your member transactions are debited from your own Stripe account balance. You are responsible for the amounts, for responding to disputes, and for any resulting negative balance. If we incur a loss because your account cannot cover a refund, chargeback, or fee, you will reimburse us on request.

4. Fees and renewal

members.wine charges a flat recurring software subscription fee, described on our pricing page. We do not charge a percentage of your member sales.

Automatic renewal. Your subscription renews automatically for successive terms until you cancel. We charge the payment method on file at the start of each term. You may cancel at any time as described in our Cancellation & Refund Policy. Cancellation takes effect at the end of the then-current term.

Fees are billed in advance and are non-refundable except as required by law or as stated in the Cancellation & Refund Policy.

We may change pricing on 30 days' notice. Changes take effect at your next renewal.

Payment processing fees charged by Stripe are separate from our subscription fee and are your responsibility.

5. Shop responsibilities

You represent, warrant, and agree that you will:

Licensing and compliance

Hold and maintain all federal, state, and local licenses and permits required to sell and ship alcohol in every jurisdiction you serve.
Comply with all applicable alcoholic beverage laws, including direct-to-consumer shipping rules, volume limits, reporting, and excise tax obligations.
Verify that members are of legal drinking age at signup and at the point of delivery or pickup, in accordance with applicable law.
Not ship to any jurisdiction in which you are not licensed to ship.

Your members

Publish accurate product, pricing, shipping, cancellation, and refund terms on your storefront.
Honor those terms, and handle member support, order issues, refunds, and disputes for your own transactions.
Comply with applicable privacy and consumer protection law, including automatic renewal disclosure and cancellation requirements.

Your account

Keep your credentials secure and promptly report unauthorized access.
Provide accurate information to us and to Stripe.

6. Our responsibilities

We will:

Make the platform available with commercially reasonable effort and security practices.
Provide the storefront, member portal, and subscription management tooling described on our site.
Provide reasonable support during normal business hours.
Give you the ability to export your Shop and member data.

We do not guarantee uninterrupted availability, and we may modify or discontinue features with reasonable notice.

7. Acceptable use

You may not use members.wine to:

Sell or ship alcohol to anyone under the legal drinking age.
Ship to jurisdictions where you are not licensed to ship.
Engage in fraudulent, deceptive, or unlawful practices.
Circumvent age verification or licensing requirements.
Interfere with the platform's operation or security, or attempt unauthorized access.
Resell or sublicense platform access without our written consent.

8. Intellectual property

We retain all rights in the platform, our software, and our trademarks. You retain all rights in your Shop's content, branding, and member data. You grant us a limited license to host, process, and display your content solely to operate the service for you.

If you send us feedback or suggestions, we may use them without restriction or obligation to you.

9. Confidentiality

Each party may receive non-public information from the other. The receiving party will use it only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to personnel and service providers bound by comparable obligations.

This does not apply to information that is public through no fault of the receiving party, was already known to it, or is independently developed. A party may disclose confidential information when legally compelled, after giving reasonable advance notice where permitted.

10. Data protection

Our handling of personal information is described in our Privacy Policy. This Section 10 sets out the terms on which we process member personal data for you, and applies for as long as we do so.

10.1 Roles

For Shop account data, we are the controller. For member data, you are the controller and we act as your processor.

10.2 Scope of processing

Subject matter and purpose. Providing the members.wine platform to you — storefront, member portal, recurring billing, fulfillment tooling, and support.
Duration. For as long as your account is active, plus the export and retention windows in Section 14 and our Privacy Policy.
Categories of data subjects. Your members, and your personnel who use your Shop account.
Categories of personal data. Name, email, pickup details, subscription and order history, communications preferences, and usage and diagnostic data. We do not process payment card numbers; those go directly to Stripe.
Special categories. None. Do not submit sensitive personal data, health data, or government identifiers to the platform.

10.3 Our obligations

We will:

Process member data only on your documented instructions, which these Terms and your use of the platform constitute. If we believe an instruction is unlawful, we will tell you.
Not sell member data, share it for cross-context behavioral advertising, retain or use it outside our direct business relationship with you, or combine it with data from other sources except to provide and secure the service.
Bind personnel with access to member data to confidentiality.
Maintain technical and organizational security measures appropriate to the risk, including encryption in transit, access controls, and least-privilege access to production systems.
Notify you without undue delay, and in any case within 72 hours, after becoming aware of a personal data breach affecting member data, with the information you reasonably need to meet your own notification obligations.
Assist you, taking into account the nature of processing, in responding to member rights requests and in your security and impact-assessment obligations.
On termination, make member data available for export for the window in Section 14, then delete or anonymize it except where law requires retention.

10.4 Sub-processors

You authorize us to use sub-processors to provide the service. Our current sub-processors are listed in our Privacy Policy. We impose data protection obligations on each of them substantially as protective as these terms, and we remain responsible for their performance.

We will give you at least 30 days' notice before adding or replacing a sub-processor that processes member data. If you reasonably object on data protection grounds within that period, we will work with you in good faith on an alternative; if we cannot find one, you may terminate the affected service without penalty.

10.5 Audit and information rights

On reasonable written request, and no more than once a year unless a breach or regulator requires otherwise, we will provide the information reasonably necessary to demonstrate our compliance with this Section 10. We may satisfy this through written responses, security documentation, or third-party reports rather than on-site access.

10.6 Your obligations

You are responsible for having a lawful basis to collect member data and share it with us, for providing required notices to your members and obtaining any required consent, for the accuracy of the data you or your members submit, and for the lawfulness of your instructions.

10.7 Conflicts

Where this Section 10 conflicts with the rest of these Terms as to member personal data, this Section 10 controls.

11. Indemnification

You will defend, indemnify, and hold harmless Members Wine LLC and its officers, members, and agents from any claim, demand, penalty, fine, loss, or expense (including reasonable attorneys' fees) arising out of or relating to:

Your sale, shipment, delivery, or marketing of alcohol.
Your failure to hold or maintain required licenses.
Your violation of any alcoholic beverage, tax, privacy, or consumer protection law.
Your breach of these Terms.
Any dispute between you and your members.

We will notify you of the claim, give you control of the defense, and cooperate reasonably at your expense. You may not settle a claim in a way that imposes liability or admission on us without our consent.

This obligation survives termination.

12. Disclaimer

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not provide legal, tax, or regulatory advice. Nothing on the platform or in our materials is a determination that your club, your shipments, or your practices comply with any law. You are solely responsible for your own regulatory compliance and should consult qualified counsel.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID US IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to your indemnification obligations under Section 11, your payment obligations under Sections 3 and 4, or either party's breach of Section 9.

14. Term and termination

These Terms remain in effect while you have an account.

You may cancel at any time as described in our Cancellation & Refund Policy.

We may suspend or terminate your account immediately if you breach these Terms, lose required licensing, create legal or regulatory risk for the platform, or fail to pay fees. Where circumstances allow, we will give notice and an opportunity to cure.

On termination, we will de-provision member-facing surfaces and make your data available for export for 30 days, after which we delete or anonymize it except where we must retain it by law. Fees accrued before termination remain payable.

Sections 3, 4, 8, 9, 10, 11, 12, 13, 16, 17, and 18 survive termination.

15. Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, civil unrest, labor disputes, utility or network failures, and acts of government. This does not excuse payment obligations.

16. Disputes

If a dispute arises, we both agree to try to resolve it informally first. Contact us using the details in Section 19 with a short description of the issue and what you are asking for, and we will do the same. Most problems are resolved this way.

If informal resolution does not work within 30 days, either party may pursue the remedies available to it.

17. Notices

We give notice to the email address on your account, which you must keep current. Notice is effective when sent. You give us notice using the details in Section 19.

18. General

Entire agreement. These Terms, together with the Privacy Policy and Cancellation & Refund Policy, are the entire agreement between us and supersede prior discussions.

Changes. We may update these Terms. Material changes will be sent to the email on your account at least 30 days before taking effect. Continued use after that constitutes acceptance.

Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets.

Severability. If any provision is held unenforceable, the rest remains in effect.

No waiver. Failure to enforce a provision is not a waiver of it.

Independent contractors. Nothing here creates a partnership, joint venture, agency, or employment relationship.

No third-party beneficiaries. These Terms do not give rights to anyone other than you and us. Your members are not third-party beneficiaries.

19. Contact

Members Wine LLC
3236 NW Vaughn Street, Unit B
Portland, OR 97210

Customer support: hello@members.wine
Phone: +1 (503) 893-9054