Subscription/Membership Agreement

This Subscription/Membership Agreement (the "Agreement") is entered into by and between Armas Design LLC, hereinafter referred to as the "Company," and the individual or entity accessing and using the subscription/membership service (the "Member").

Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

• “Member” refers to the individual or entity that has purchased a subscription or membership to the Company’s services.

• “Content” refers to any tutorials, videos, downloads, instructional materials, class recordings, or other resources provided through the subscription/membership service.

1. Membership Access and Usage

1.1 Purpose: The Member agrees to access and use the Company's subscription/membership service for the purpose of learning and improving their painting skills.

1.2 Non-transferable: Membership access is personal and non-transferable. The Member shall not share, sell, or transfer their login credentials to any third party.

1.3 Service Changes: The Company reserves the right to modify, suspend, or discontinue any aspect of the subscription/membership service at any time without prior notice.

2. Intellectual Property Rights

2.1 Ownership: All content provided through the subscription/membership service, including but not limited to tutorials, videos, images, instructional materials, and any associated trademarks or logos (collectively, the "Content"), is the exclusive property of the Company or its licensors.

2.2 Copyright Protection: The Member acknowledges and agrees that the Content is protected by copyright, trademark, and other intellectual property laws. The Member does not acquire any ownership rights in the Content by accessing the subscription/membership service.

2.3 Limited License: The Company grants the Member a limited, non-exclusive, non-transferable license to access and use the Content for personal, non-commercial purposes only. This license is revocable at any time at the Company’s sole discretion, including—but not limited to—cases involving unauthorized sharing, reproduction, commercial use, or any other breach of this Agreement.

2.4 Legal Action: Any unauthorized use, reproduction, or distribution of the Content may result in severe civil and criminal penalties and will be prosecuted to the maximum extent possible under the law.

3. Prohibited Uses

3.1 Content Restrictions: The Member agrees not to reproduce, distribute, display, perform, transmit, create derivative works from, or otherwise exploit the Content in any way other than expressly permitted under this Agreement.

3.2 Style Imitation: The Member shall not use the knowledge gained from the subscription/membership service to replicate or imitate the artistic style of the Company's artist/administrator for commercial purposes.

3.3 Prohibited Activities: The Member shall not: a) Use the subscription/membership service for any illegal or unauthorized purpose; b) Attempt to gain unauthorized access to any part of the service or its related systems; c) Interfere with or disrupt the integrity or performance of the service; d) Harass, abuse, or harm another person through the use of the service; e) Collect or store personal data about other Members without their express permission.

4. Confidentiality

4.1 Confidential Information: The Member shall keep confidential all information learned through the subscription/membership service, including but not limited to techniques, methods, and other proprietary information disclosed by the Company.

4.2 Duration: This confidentiality obligation shall survive the termination of this Agreement for a period of five (5) years.

5. Non-Compete and Non-Solicitation

5.1 Restrictions: 

During the term of this Agreement and for a period of two (2) years following its termination, the Member agrees not to:

a) Engage in any business, program, or activity that offers subscription-based or membership-based instructional art content similar to that provided by the Company, including online painting classes, tutorial libraries, or community-based art education platforms;

b) Solicit or attempt to solicit any customers, members, contractors, or employees of the Company to join or engage with a competing business or service;

c) Directly or indirectly encourage any customer, member, or employee to terminate their relationship with the Company or to reduce their involvement in any of its programs.

5.2 Acknowledgment: The Member acknowledges that this non-compete provision is reasonable and necessary to protect the Company's legitimate business interests.

6. Payment and Refunds

6.1 Fees:
The Member agrees to pay all fees associated with the subscription or membership service. The Company currently offers two billing options:

• $45 per month, billed automatically every month on the anniversary of the Member’s sign-up date;

• $450 per year, billed automatically every year on the anniversary of the Member’s sign-up date.

All payments are collected automatically using the payment method provided at the time of registration. By enrolling in a membership, the Member authorizes the Company to charge the selected plan amount on a recurring basis until the Member cancels the subscription.

6.2 Refund Policy:
All fees are non-refundable.

• Monthly Memberships: If a Member cancels a monthly membership, cancellation is effective immediately upon processing. The Member’s access to content will end at the time of cancellation, and no pro-rated refunds will be issued for any unused portion of the billing cycle.

• Annual Memberships: No refunds will be provided for annual memberships once payment has been processed, regardless of cancellation date.

The refund policy may be updated from time to time at the Company’s discretion.

6.3 Fee Changes:
The Company reserves the right to change its fees or billing methods at any time. Notice of any such changes will be provided by posting the new pricing on the Company’s website or via email notification.

7. Termination

7.1 Company Termination:
The Company reserves the right to terminate the Member’s access to the subscription or membership service at its sole discretion, without refund, in the event of a violation of this Agreement.

7.2 Member Cancellation:
The Member may cancel their subscription at any time by contacting support@michellearmas.com or by using the cancellation link at https://bit.ly/manage-membership.

• For monthly memberships, cancellation is effective immediately upon processing. The Member’s access to content will end at the time of cancellation, and no pro-rated refunds will be issued.

• For annual memberships, cancellation will prevent renewal at the next billing cycle, but no refunds will be issued for any portion of the annual fee once payment has been processed.

Refunds, if applicable, will be handled according to the Refund Policy outlined in Section 6.2.

7.3 Post-Termination:
Upon termination, whether by the Member or the Company:

• All access to membership content will immediately end, including class recordings, live events, downloads, and community resources.

• The Member will be removed from the private community Facebook group and will no longer be able to participate or view content.

• The Member will no longer be able to view or retrieve any content after the membership period has expired.

• The Member agrees to destroy any downloaded or stored materials in their possession that were provided as part of the service.

• The Member understands that continued possession or distribution of such materials after termination may constitute a violation of intellectual property law.

9. Disclaimer of Warranties

8.1 As-Is Service: The subscription/membership service is provided "as is" and "as available" without any warranties of any kind, either express or implied.

8.2 No Guarantees: The Company does not warrant that the service will be uninterrupted, error-free, or free of viruses or other harmful components.

9. Limitation of Liability

9.1 Damages Limitation: To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly.

9.2 Liability Cap: The Company's total liability arising out of or related to this Agreement shall not exceed the total amount paid by the Member for the subscription/membership service in the twelve (12) months preceding the event giving rise to the liability.

10. Indemnification

10.1 Member Indemnity: The Member agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses, including legal fees and costs, arising out of or in any way connected with the Member's access to or use of the subscription/membership service.

11. Governing Law and Jurisdiction

11.1 Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of Georgia, USA, without regard to its conflict of law provisions.

11.2 Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association. The place of arbitration shall be Atlanta, Georgia.

12. Modifications to the Agreement

12.1 Updates: The Company reserves the right to modify this Agreement at any time. The Company will provide notice of any material changes by posting the new Agreement on the website or by email.

12.2 Acceptance: The Member's continued use of the subscription/membership service after such modifications constitutes acceptance of the updated Agreement.

13. Severability

13.1 Clause Validity: If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

By accessing and using the subscription/membership service, the Member acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement.