Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and Active Members ("we", "us", or "our") governing your access to and use of the Active Members platform, including our website, applications, and services (collectively, the "Service").

By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Service.

2. Eligibility

To use the Service, you must:

• Be at least 18 years of age
• Have the legal authority to enter into these Terms on behalf of yourself or your organisation
• Not be prohibited from using the Service under applicable laws
• Provide accurate and complete registration information

By registering on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms.

3. Service Description

Active Members is a membership engagement and retention platform that enables organisations to:

• Track member engagement and identify at-risk members
• Send professional email campaigns to members
• Manage member profiles and activity history
• Monitor attendance and engagement metrics
• Configure custom email domains (on applicable plans)

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with reasonable notice when practicable. We are not liable for any modification, suspension, or discontinuation of the Service.

4. Account Registration and Security

4.1 Account Creation

To use the Service, you must create an account by providing accurate, current, and complete information. You agree to update your information promptly if it changes.

4.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach
• Using a strong, unique password

We are not liable for any loss or damage arising from your failure to maintain account security.

4.3 One Account Per Organisation

Each organisation may maintain only one active account unless explicitly authorized by us in writing. Creating multiple accounts to circumvent plan limits is prohibited.

5. Subscription and Payment Terms

5.1 Subscription Plans

Active Members offers multiple subscription tiers with different features and member limits. Current pricing and plan details are available at activemembers.com/pricing.

5.2 Billing and Payment

• Subscriptions are billed monthly or annually in advance, as selected during signup
• All payments are processed securely through Stripe
• Prices are in Australian Dollars (AUD) unless otherwise stated
• You authorize us to charge your payment method automatically for each billing cycle
• Failed payments may result in service suspension until payment is received

5.3 Price Changes

We may change our pricing at any time. Price changes will:

• Be communicated at least 30 days in advance via email
• Not affect your current billing cycle
• Take effect on your next renewal date

If you do not agree to a price increase, you may cancel your subscription before the new price takes effect.

5.4 30-Day Money-Back Guarantee

We offer a 30-day money-back guarantee for new customers. If you are not satisfied with the Service within 30 days of your first payment, contact us at support@activemembers.com for a full refund. This guarantee applies only to your first subscription payment and cannot be combined with other offers.

5.5 Upgrades and Downgrades

You may upgrade or downgrade your plan at any time:

• Upgrades: Take effect immediately. You will be charged a prorated amount for the remainder of your billing cycle.
• Downgrades: Take effect at the start of your next billing cycle. No refunds for unused time in the current cycle.

5.6 Taxes

Prices exclude applicable taxes (GST, VAT, sales tax, etc.). You are responsible for all taxes associated with your purchase. We will add applicable taxes to your invoice where required by law.

6. Cancellation and Refunds

6.1 Cancellation by Customer

You may cancel your subscription at any time from your account settings. Upon cancellation:

• Your account remains active until the end of your current billing period
• You will not be charged for subsequent billing periods
• No refunds are provided for partial months or unused time (except during the 30-day guarantee period)
• You may export your data before cancellation

6.2 Cancellation by Active Members

We reserve the right to suspend or terminate your account if you:

• Violate these Terms or our Acceptable Use Policy
• Fail to pay fees when due
• Engage in fraudulent or illegal activity
• Abuse or misuse the Service

In the event of termination for cause, no refunds will be provided for prepaid fees.

7. Acceptable Use Policy

You agree not to use the Service to:

• Send spam, unsolicited emails, or violate anti-spam laws
• Upload or transmit viruses, malware, or malicious code
• Infringe on intellectual property rights of others
• Harass, threaten, or harm others
• Impersonate any person or entity
• Collect personal information without consent
• Interfere with or disrupt the Service or servers
• Attempt to gain unauthorized access to the Service
• Use the Service for illegal purposes
• Reverse engineer, decompile, or extract source code
• Resell or redistribute the Service without authorization
• Remove or modify any proprietary notices or labels

Violation of this policy may result in immediate suspension or termination of your account without refund.

8. Data Processing and Responsibilities

8.1 Your Responsibilities

When uploading member data to the Service, you represent and warrant that:

• You have the legal right to collect, process, and share the data with us
• You have obtained all necessary consents from your members
• You comply with all applicable data protection and privacy laws (GDPR, CCPA, Australian Privacy Act, etc.)
• The data does not violate any third-party rights
• You maintain appropriate privacy policies and notices for your members

8.2 Our Role as Data Processor

Active Members acts as a data processor for member data you upload. We will:

• Process data only according to your instructions
• Implement appropriate security measures
• Not use your member data for our own purposes
• Not share your member data with third parties except as necessary to provide the Service
• Assist you with data subject requests when reasonably possible

8.3 Email Compliance

When using our email campaign features, you must:

• Only send emails to individuals who have consented to receive them
• Include a clear unsubscribe mechanism in all emails
• Honor unsubscribe requests promptly
• Comply with CAN-SPAM, CASL, GDPR, and other applicable email marketing laws
• Not send misleading subject lines or "from" addresses

9. Intellectual Property Rights

9.1 Our Intellectual Property

The Service, including all software, designs, text, graphics, logos, and other content, is owned by Active Members and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to use the Service in accordance with these Terms.

9.2 Your Content

You retain all rights to the content you upload to the Service (including member data, email templates, etc.). By uploading content, you grant us a license to use, store, and process that content solely to provide the Service to you.

9.3 Feedback

If you provide feedback, suggestions, or ideas about the Service, we may use them without any obligation to you, including for improving or marketing the Service.

10. Warranties and Disclaimers

10.1 Service Availability

We strive to maintain high availability but do not guarantee uninterrupted access to the Service. The Service may be unavailable due to maintenance, updates, or circumstances beyond our control.

10.2 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that:

• The Service will be error-free or uninterrupted
• Defects will be corrected
• The Service is free from viruses or harmful components
• Results obtained from the Service will be accurate or reliable

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ACTIVE MEMBERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR USE, WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Our total liability to you for all claims arising from or related to the Service shall not exceed the amount you paid us in the 12 months preceding the claim, or AUD $100, whichever is greater.

Some jurisdictions do not allow the exclusion of certain warranties or limitations on liability. In such cases, our liability will be limited to the maximum extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Active Members, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including legal fees) arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any law or third-party rights
• Content you upload or transmit through the Service
• Your member data or email campaigns

13. Dispute Resolution and Governing Law

13.1 Informal Resolution

Before filing a formal claim, you agree to contact us at support@activemembers.com to attempt to resolve the dispute informally. We commit to working with you in good faith to reach a resolution.

13.2 Governing Law

These Terms are governed by the laws of New South Wales, Australia, without regard to conflict of law principles.

13.3 Jurisdiction

You agree to submit to the exclusive jurisdiction of the courts located in Sydney, New South Wales, Australia for the resolution of any disputes arising from these Terms or the Service.

14. Changes to These Terms

We may modify these Terms at any time. When we make material changes, we will:

• Update the "Last updated" date at the top of this page
• Send an email notification to your registered email address
• Display a prominent notice in the platform
• Provide at least 30 days' notice before the changes take effect

Your continued use of the Service after changes take effect constitutes acceptance of the modified Terms. If you do not agree to the changes, you must cancel your subscription before they take effect.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Active Members regarding the Service and supersede all prior agreements.

15.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

15.3 Waiver

Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision.

15.4 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms without restriction.

15.5 Force Majeure

We are not liable for any failure or delay in performing our obligations due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.