Section 1: Who we are and what these Terms cover
These Terms of Service (the “Terms”) are an agreement between you and OpenSubs (“OpenSubs,” “we,” “us”). They govern your use of www.opensubs.com and its subdomains (the “Site”), and your purchase and use of the OpenSubs Insider Membership (the “Membership”), including the software and materials it provides. By using the Site, placing an Order, or accessing the Membership, you agree to these Terms. If you do not agree, do not use the Site or the Membership.
If you accept these Terms on behalf of a company or other organization, you confirm that you have authority to bind it, and “you” means that organization.
Business use only. The Membership is offered only to businesses that operate a Shopify store, and to agencies and developers acting for such a business. By purchasing, you confirm that you are not buying for personal, family, or household purposes, and that you are not a consumer under laws that turn on the buyer’s status, except where those laws cannot be excluded (see section 17).
Our Privacy Policy explains how we handle information about you.
Section 2: Definitions
- “Software” means the OpenSubs source code, including any release, build, script, or update of it that we make available to Members, in any form.
- “Software License” means the license text that ships with a given release of the Software, normally in a file named LICENSE. See section 7.
- “Membership Materials” means the documentation, guides, migration scripts, training content (including the Growth Program), templates, and other non-code materials that we make available to Members.
- “Order” means the order form, invoice, or written confirmation that records your Membership fee, term, renewal date, and the Store or Stores the Membership covers. Each Order incorporates the version of these Terms in force on its date, published at www.opensubs.com/terms, as part of the agreement.
- “Store” means a Shopify store identified on your Order by its myshopify.com domain.
- “Member” means a business with an active, paid Membership.
Section 3: The Site
The Site provides general information about OpenSubs and about subscription commerce. Its content may change without notice, and we do not promise that it is complete, current, or error-free. Nothing on the Site is legal, tax, financial, or other professional advice, and nothing on the Site is an offer to sell anything except where we say so expressly. Growth figures published on the Site are described in section 11.
Acceptable use. You agree not to:
- use the Site in any way that is unlawful or that infringes the rights of others;
- probe, scan, overload, or disrupt the Site or the infrastructure behind it;
- scrape, harvest, or index the Site by automated means, other than search engines and AI assistants that respect our robots.txt;
- submit false, misleading, or infringing information through a form; or
- impersonate OpenSubs or anyone else.
We may block or suspend access to the Site if we believe these Terms have been violated.
Submissions. If you book a demo, request information, or send us a message, you grant OpenSubs a non-exclusive right to use what you send in order to respond to you and to operate our business. Do not send us confidential information unless we have asked for it under a separate written agreement.
Site content. The Site, including its text, design, trademarks, logos, illustrations, mascots, and videos, is owned by OpenSubs or its licensors and is protected by intellectual-property law. You may not copy, modify, or redistribute Site content except as these Terms allow or with our written permission. The Software itself is licensed under the Software License (section 7), not this paragraph.
Third-party services and links. The Site links to other websites and loads some third-party services (for example a demo form, web fonts, analytics tools, and social profiles). Those services have their own terms and privacy policies, and we are not responsible for them. Links to related companies such as Run the Numbers Up and Boost are provided for convenience; they do not make those companies responsible for OpenSubs, or the reverse.
Section 4: What the Membership includes, and what it does not
During your Membership term, we give you:
- access to the private repository, or other distribution channel, where we publish the Software;
- the releases, updates, and fixes of the Software that we choose to publish during your term, if any;
- the Membership Materials that we choose to publish during your term.
What the fee buys. Your Membership fee pays for this access for the term. It is not a fee for the Software License, which grants its rights at no charge (section 7).
What we do not promise. We do not promise any particular release, feature, fix, compatibility, or timing. Product descriptions, roadmaps, demos, and marketing materials describe what we have built or intend to build. The Membership consists only of what these Terms and your Order describe. A feature described on the Site is included in your Membership only once we actually make it available to Members, and other offerings we may describe or launch, such as AI tools or community spaces, are not part of the Membership unless your Order includes them.
What is not included. The Membership does not include hosting, installation, configuration, operation, monitoring, maintenance, support, migration or onboarding services, uptime, service levels, security services, legal or compliance review, or any obligation to respond to you within any period of time. section 12 says this in full.
Section 5: Fees, term, automatic renewal, and cancellation
Fees. The Membership fee is the amount on your Order. Unless the Order says otherwise, fees are in U.S. dollars, exclude taxes, and are due on the date the Order states. You are responsible for any sales, use, value-added, goods-and-services, withholding, or similar taxes on the Membership, other than taxes on our income.
Term. The initial term is the period stated on your Order, normally twelve months. It begins on the start date on the Order or when we first grant you repository access, whichever comes first.
AUTOMATIC RENEWAL. YOUR MEMBERSHIP RENEWS AUTOMATICALLY AT THE END OF EACH TERM FOR ANOTHER TERM OF THE SAME LENGTH, AT THE FEE ON YOUR ORDER OR THE UPDATED FEE WE HAVE NOTIFIED YOU OF, UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. WE WILL EMAIL YOU A REMINDER BETWEEN THIRTY AND FORTY DAYS BEFORE EACH RENEWAL DATE STATING THE DATE, THE FEE, AND HOW TO CANCEL.
Cancellation. You can cancel at any time, effective at the end of the current term, by emailing opensubsteam@gmail.com from the email address on your Order, or through the cancellation link in any reminder or account email we send you. We will confirm your cancellation by email. You keep your Membership until the end of the paid term.
Price changes. We may change the fee for a renewal term by emailing you at least thirty days before the renewal date. If you do not want to renew at the new fee, cancel before the renewal date.
Refunds. Once we have granted you repository access, fees are non-refundable and we do not credit unused parts of a term, except where section 18 or the law requires a refund. If we have not granted repository access within five business days of receiving your payment, you may cancel for a full refund. If you cancel, or we terminate for your breach, no other refund is due.
Late payment. If a fee is unpaid when due, we may suspend access until it is paid and, after ten days’ written notice, terminate the Membership.
Section 6: Accounts and access
We grant repository access to the individual accounts (for example code-hosting usernames) that you nominate for the Store or Stores on your Order, up to any seat limit the Order states. You are responsible for everyone who uses your access, for keeping credentials confidential, and for telling us promptly when a person should be removed.
One business per Membership. A Membership covers the Store or Stores on your Order. An agency or developer may use a Membership to build for the client business named on the Order; each additional client business needs its own Membership unless the Order says otherwise.
Accurate details. Keep your contact and billing details current. Notices we send to the email address on your Order count as delivered.
Section 7: The Software and the Software License
Open source. The Software is published under an open source license, identified in the LICENSE file that ships with each release (the “Software License”). Your rights to use, copy, modify, and distribute the Software come from the Software License, not from these Terms. Nothing in these Terms adds to, or takes away from, the rights the Software License grants. If these Terms and the Software License conflict about the Software, the Software License controls.
The Membership is about access. The Membership fee pays for access to the repository, releases, and Membership Materials during your term. It does not buy a different or broader license to the Software. Anyone who lawfully holds a copy has the rights the Software License gives them, Member or not.
Modifications. You may modify the Software as the Software License allows. Anything you change, add, or integrate is yours and is entirely at your risk. We have no obligation to review, merge, maintain, or help with modified code.
Contributions. If you submit code, documentation, or other material to us for inclusion in the Software or the Membership Materials, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, distribute, sublicense, and relicense it, and you confirm that you have the right to grant that license.
Future releases. We may publish future releases under a different license, change how we distribute the Software, or stop publishing new releases. The license that ships with a release you have already received does not change.
Trademarks. Neither the Software License nor these Terms grant any right to the OpenSubs name, logos, mascots, or other marks. You may say that your store runs on OpenSubs. You may not use our marks in a way that suggests we endorse, operate, or are responsible for your store or your modified software.
Section 8: You run the Software
The Software is designed to run on infrastructure that you own or control (for example your own hosting account and your own database), connected to your own Shopify store as your own app, and to your own email, messaging, analytics, and other tools. OpenSubs does not host, operate, or have access to your instance, and the Software does not send data to OpenSubs.
You are solely responsible for:
- installing, configuring, deploying, and operating the Software;
- choosing, paying for, and complying with the terms of your hosting, database, domain, email, messaging, and other providers;
- securing your instance, accounts, credentials, and infrastructure, including access control, encryption, logging, monitoring, and incident response;
- backing up your data and testing that you can restore it;
- deciding whether and when to apply any update we publish, testing updates before deploying them to a live store, and keeping your instance compatible with the platforms it depends on;
- reviewing what the Software does, including every billing run, renewal, retry, discount, tax calculation, notification, and cancellation, and correcting anything that is wrong;
- the accuracy and lawfulness of all data you put into or process with the Software; and
- everything your instance does to your store, your subscribers, and third parties.
Third-party platforms. The Software depends on services we do not control, including Shopify, hosting and database providers, payment providers, and email and messaging services. Those services change their APIs, terms, pricing, and availability on their own schedules. Shopify, for example, releases new API versions every quarter and retires older ones. Such changes may degrade or break the Software at any time. We have no obligation to adapt the Software to any such change, and we are not responsible for any loss that a change causes.
Section 9: Shopify
You are the developer. You install and operate the Software as your own Shopify app, under your own Shopify, Partner, or developer account and your own API credentials. You, not OpenSubs, are the “Developer” for the purposes of Shopify’s API License and Terms of Use and, if applicable, the Shopify Partner Program Agreement, and you agree to those terms directly with Shopify. We do not create apps for you, hold your API credentials, or access your store.
Shopify approvals. Shopify decides whether to grant, delay, refuse, or revoke access to its subscription APIs, protected customer data, or any other permission your app needs. We do not control that process, and your Membership fee is not contingent on Shopify’s approval.
Your Shopify obligations include: complying with Shopify’s terms for merchants, developers, partners, and payments, as amended from time to time; implementing and honoring the privacy webhooks and data-deletion duties Shopify requires of apps; meeting Shopify’s protected-customer-data requirements; using a payment provider that supports subscriptions; using Shopify Checkout for payments; respecting API rate limits; keeping your app on a supported API version; and maintaining the store policies, including your subscription cancellation policy, that are shown to customers at checkout.
Uninstalling. Shopify cancels the subscription contracts owned by an app shortly after that app is uninstalled from a store (currently about 48 hours). Uninstalling, replacing, or re-creating your app can cancel your subscribers’ contracts. That risk is yours.
Shopify is not a party. Shopify is not a party to these Terms, is not responsible for the Software or for anything the Software does, and has no liability to you under these Terms. OpenSubs is an independent product. It is not affiliated with, endorsed by, or sponsored by Shopify. Shopify is a trademark of Shopify Inc.
Section 10: Your subscribers and the law
Merchant of record. You are the seller and merchant of record for every subscription, order, and charge processed with the Software. Your subscribers are your customers, not ours. We have no relationship with them and no responsibility for them.
Compliance is yours. You are solely responsible for complying with every law, regulation, and industry rule that applies to your store and your subscription program, in every place you sell, as those rules change over time. That includes, for example:
- laws on automatic renewals, negative options, free trials, disclosures, consent, reminders, and cancellation, such as the U.S. Restore Online Shoppers’ Confidence Act, state automatic-renewal laws, the EU Consumer Rights Directive, and the UK Digital Markets, Competition and Consumers Act;
- consumer protection, unfair-practice, and advertising law;
- card-network rules for stored credentials, recurring billing, trials, retries, and cancellations, and your obligations to your payment provider, including refunds and chargebacks;
- sales, use, value-added, and similar taxes;
- privacy and data-protection law for your customers’ personal data, including the notices, consents, and rights requests they are entitled to (you are the controller, or the business, for that data);
- email and text-messaging law;
- product-specific rules for what you sell; and
- fair collection and dunning practices, including never billing anyone after they cancel.
Defaults are not compliance. The Software ships with default checkout text, consent flows, email templates, cancellation paths, retry schedules, and settings. They are engineering defaults, not legal advice. We do not represent that any default satisfies any law, rule, or network requirement anywhere, or that it will stay adequate as rules change. You must configure disclosures, consent, reminders, cancellation, retry logic, and record-keeping to meet the law of every place you sell, and have qualified counsel review your subscription program before launch and after any change in the law.
No professional advice. Nothing in the Software, the Membership Materials, the Site, or any communication from us is legal, tax, accounting, compliance, or financial advice.
Section 11: Membership Materials and results
License. Subject to a paid Membership, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Membership Materials for the internal business purposes of the Store or Stores on your Order. You may not resell, share, publish, or redistribute them, teach from them outside your business, build a competing training or documentation product from them, or provide them to anyone outside your business, other than contractors working on your Store who are bound to these restrictions. We keep all rights in the Membership Materials. This license ends when your Membership ends. Where a Membership Material is included in a Software release under the Software License, that license governs it instead.
Migration scripts. Any migration scripts we publish are tools that touch live subscriber data. They are provided as is, may change or be withdrawn at any time, and come with no migration service from us. If you use them, you must take a full backup of your existing platform’s data first, and you must verify every migrated subscription, payment method, schedule, and price before it is used to bill a customer. Your obligations to your previous platform and to your subscribers, and the outcome of any migration, are yours.
Educational only. The Membership Materials describe what worked for particular brands under particular conditions. They are educational. They are not a recommendation for your business, and some tactics they describe are restricted in some jurisdictions; check the law of every place you sell before using any of them.
No guarantee of results. We do not promise that you will achieve any revenue, retention, churn, save-rate, cost saving, or other outcome. Your results depend on your products, pricing, market, execution, and compliance, none of which we control.
Figures we publish. Growth figures on the Site, such as results at brands our team previously operated, describe those businesses’ own documented experience at the time. They are not typical of, and do not predict, results for Members, and we do not track or represent a typical Member result.
Testimonials. If you give us a testimonial or agree to be a case study, you confirm that it reflects your honest, current experience and that you have data supporting any numbers, and you agree that we may disclose our relationship with you. You will not attribute results to OpenSubs in your own marketing that you cannot substantiate.
Section 12: No support, maintenance, or updates
We want this to be unmistakable. We provide the Software and the Membership Materials as they are, and:
- We have no obligation to install, configure, host, operate, monitor, maintain, update, patch, secure, or support the Software, or to keep it compatible with any Shopify API version, theme, checkout, payment provider, hosting platform, or other service.
- We have no obligation to fix any bug, close any security vulnerability, respond to any report, or answer any question, within any period of time or at all.
- We have no obligation to publish any release, feature, or documentation, or to continue the Membership program in its current form.
- Any release, fix, answer, or help that we do provide is at our discretion. It is a courtesy, not a commitment, and it does not create an obligation to do the same again.
- Nothing on the Site, in the Membership Materials, in a demo, or in a conversation with us is a promise of support, a service level, or an uptime commitment, unless it is written on your Order.
If we publish security fixes or release notes, we do so voluntarily. Deciding whether and when to apply them is your responsibility. You may report a security issue to opensubsteam@gmail.com; we may act on the report, but we are not obliged to.
Section 13: Disclaimer of warranties
THE SITE, THE SOFTWARE, THE MEMBERSHIP MATERIALS, THE MIGRATION SCRIPTS, AND EVERYTHING ELSE PROVIDED UNDER THESE TERMS ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” TO THE FULLEST EXTENT PERMITTED BY LAW, OPENSUBS DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
WITHOUT LIMITING THE ABOVE, OPENSUBS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS; WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED; WILL BILL, RENEW, RETRY, DISCOUNT, TAX, NOTIFY, OR CANCEL CORRECTLY; WILL WORK WITH ANY VERSION OF SHOPIFY OR ANY OTHER SERVICE; WILL COMPLY WITH ANY LAW OR RULE; OR THAT ANY DEFECT WILL BE CORRECTED. NO ADVICE OR INFORMATION FROM OPENSUBS CREATES A WARRANTY.
Some jurisdictions do not allow some of these exclusions. See section 17.
Section 14: Assumption of risk
You accept that running subscription billing on software you operate yourself carries risk, and you take that risk. Without limiting section 13, you accept the risk of: failed, missed, duplicate, early, late, or incorrect charges; incorrect prices, discounts, taxes, or shipping; missed or incorrect notifications; failed or incorrect dunning and retries; cancelled or lost subscription contracts, including on uninstall or migration; data loss or corruption; security incidents on your infrastructure; downtime; chargebacks, refunds, fines, and penalties; and claims by your customers, payment providers, Shopify, regulators, or anyone else.
Section 15: Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, OPENSUBS AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST SUBSCRIBERS, LOST SAVINGS, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, THE SOFTWARE, OR THE MEMBERSHIP MATERIALS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY LAW, OPENSUBS’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, THE SOFTWARE, OR THE MEMBERSHIP MATERIALS WILL NOT EXCEED THE GREATER OF (A) THE MEMBERSHIP FEES YOU PAID TO OPENSUBS IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS (US $100).
THE EXCLUSIONS AND THE CAP ABOVE ARE CUMULATIVE AND ARE A FUNDAMENTAL PART OF THE BARGAIN BETWEEN YOU AND OPENSUBS; THE MEMBERSHIP WOULD NOT BE OFFERED AT ITS PRICE WITHOUT THEM. THEY DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE.
Section 16: Indemnification
You will defend, indemnify, and hold harmless OpenSubs and its owners, officers, employees, contractors, and affiliates from and against all claims, demands, damages, losses, fines, costs, and expenses (including reasonable legal fees) arising out of or relating to: your store, your subscribers, or any sale, charge, or refund; your installation, configuration, operation, modification, or use of the Software; your data and your handling of your customers’ data; your breach of Shopify’s terms, your payment provider’s rules, or any law; your breach of these Terms; or any content or information you submit to us. We may take over the defense of any claim at our own expense, and you will cooperate with us. You will not settle a claim in a way that admits fault on our behalf or imposes obligations on us without our written consent.
Section 17: Rights that cannot be excluded
Nothing in these Terms excludes or limits a right, warranty, guarantee, or liability that the law of your jurisdiction does not allow to be excluded or limited. Where such a right applies, our liability is limited, to the extent the law permits, to re-supplying the relevant Software or Membership Materials, or paying the cost of re-supply. If any exclusion or limitation in sections 13 to 16 is unenforceable, it applies to the greatest extent the law allows.
Section 18: Suspension and termination
By you. You may cancel as described in section 5.
By us. We may suspend or terminate your Membership, or your access to the Site:
- if you breach these Terms and, where the breach can be cured, do not cure it within fourteen days after we notify you;
- immediately, for a breach that cannot be cured, for non-payment after notice, for sharing credentials or exceeding the seats on your Order, for redistribution of Membership Materials, or for unlawful use; or
- if we discontinue the Membership program, in which case we will refund the unused portion of your prepaid fee.
Effect. When your Membership ends for any reason: your access to the repository, new releases, and Membership Materials stops; the license in section 11 ends and you must stop using Membership Materials that are not part of a Software release; and copies of the Software you have already received remain yours to use under their Software License. Termination for breach does not end your rights under the Software License except as that license itself provides. Fees already paid are not refunded except as stated above.
Survival. Sections 5 (for amounts owed), 7 to 11 (for restrictions and responsibilities), and 12 to 21 survive the end of your Membership.
Section 19: Changes to these Terms
We may update these Terms. We will post the updated Terms on the Site with a new “Last updated” date and, for changes that materially reduce your rights or increase your obligations, email Members at least thirty days before they take effect. Updated Terms apply to your use of the Site as soon as they are posted, and to your Membership from the start of your next term, or earlier if you accept them. If you do not agree to updated Terms, cancel before your renewal date.
Section 20: Governing law and disputes
Talk first. If you have a dispute with us, email opensubsteam@gmail.com describing the issue and what you want; we will do the same if we have a dispute with you. Each side will try in good faith to resolve it for at least thirty days before starting formal proceedings.
Governing law. These Terms, and any dispute arising out of them or out of the Site, the Software, or the Membership, are governed by the laws of the U.S. state in which OpenSubs had its principal place of business on the date of your most recent Order (or, if you have no Order, on the date of your visit to the Site), and by applicable U.S. federal law, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Venue. Disputes will be brought exclusively in the state or federal courts located in that state, and you consent to their jurisdiction. Either side may seek injunctive relief in any court to protect its intellectual property or confidential information. To the extent the law allows, each side waives trial by jury.
Time limit. Where the law allows, any claim arising out of or relating to these Terms, the Site, the Software, or the Membership must be brought within one year after it arises. The negotiation period in this section does not count toward that year.
Section 21: General
- Entire agreement. These Terms, your Order, the Privacy Policy, and the Software License are the entire agreement between you and OpenSubs about their subject. You confirm that you have not relied on any statement, demo, roadmap, or marketing material that is not written in them.
- Order of precedence. Your Order controls over these Terms for fee, term, and the Stores covered. The Software License controls over these Terms for the Software.
- Assignment. You may not assign or transfer these Terms or your Membership without our written consent. We may assign them to an affiliate or to a successor of our business.
- Independent parties. We are independent contractors. Nothing here creates a partnership, joint venture, agency, or employment relationship.
- Force majeure. Neither side is liable for delay or failure caused by events outside its reasonable control, other than payment obligations.
- Severability and waiver. If a provision is found unenforceable, the rest remains in effect and the provision is enforced to the greatest extent allowed. A failure to enforce a provision is not a waiver of it.
- Notices. Notices to us go to opensubsteam@gmail.com. Notices to you go to the email address on your Order, or, for Site visitors, may be posted on the Site.
- Export and sanctions. You will comply with export-control and sanctions laws that apply to your use of the Software, and you confirm that you are not on any U.S. or other restricted-party list.
- No third-party beneficiaries. These Terms create no rights for anyone other than you and OpenSubs.
- Language. These Terms are written in English. Any translation is for convenience only.
Section 22: Contact
Questions about these Terms, cancellations, and notices: opensubsteam@gmail.com.