1. Agreement
This agreement (Agreement) is an agreement between Memble Pty Ltd (ACN 626 272 722) trading as Memble (Memble, we, us) and you (you). This Agreement is to be read together with all other terms and conditions on our website and mobile applications including our privacy policy (Privacy Policy). By visiting and using this website and the Memble mobile applications (collectively the “Memble Platform”), you accept the terms and conditions of this Agreement and the Privacy Policy. If you do not wish to accept the terms and conditions of this Agreement and the Privacy Policy, do not visit or use the Memble Platform.
2. Registration
In order to access the majority of the functionality of the Memble Platform you must become a registered member to use many of the services. Different parts of the services may require different accounts and you agree to provide us with accurate, complete and at all times up to date information for your account. We may need to use this information to contact you. All personal information that you provide to us as part of the registration process will be dealt with in accordance with our Privacy Policy.
There are two types of membership accounts:
(a) “Membership User” – persons using the Memble Platform for personal use.
(b) “Membership Organiser” – persons/entity/associations/companies/clubs or the like that uses the Memble Platform for commercial purposes. In order to register as a Membership Organiser, you must provide us with a valid ABN or ACN or equivalent registration number that match the registered details with the account details.
Upon registration, you warrant and agree that:
(a) all information you provide to us is accurate and current;
(b) you will be provided with a username and password which you must ensure are kept secure and confidential;
(c) if you choose to cancel your account or if your account is otherwise terminated by us, all of your user generated content may remain on the Memble Platform even after your account has been cancelled;
(d) we may assign or otherwise transfer any or all of your rights arising out of this Agreement without having to obtain your consent and will notify you of any such assignment or transfer;
(e) registration is only available to persons aged 13 years and over. By seeking to register, you warrant to us that you are aged 13 years or over. If you become aware that a user is under the age of 13 and has supplied Memble with false information in order to create an account please notify us at notices@Memble.net and we will begin the process of investigating the claim. If the user is found to be under the age of 13 their account may be terminated along with any user content.
3. Accuracy, completeness and timeliness of information
The information on the Memble Platform may not be necessarily comprehensive or up-to-date. We rely on Membership Organiser’s to create user generated content. We cannot and do not verify the accuracy of the user generated content. We recommend that you independently verify all user generated content before relying on it in any way.
We may vary the terms of this Agreement at any time without notice to you and without your prior consent. The revised Agreement will take immediate effect from the time of posting and your continued use of the Memble Platform constitutes your acceptance of any such changes.
4. Membership User specific terms
This clause 4 only applies to registered members of the website who have represented to us that they are Membership User. If you are a Membership User, there is no cost involved in accessing and using the Memble Platform.
Subject to your compliance with this Agreement (including any other applicable terms and conditions), we grant to you limited, non-exclusive, revocable permission to make personal, non-commercial use of the Memble Platform. This use shall remain in effect unless and until terminated by you or us.
5. Membership Organiser’s specific terms
The following clauses 5 to 9 (inclusive) only applies to registered members of the website who have represented to us that they are Membership Organiser’s.
If you are a Membership Organiser, the cost of your access to the Memble Platform will be through a subscription fee in advance on a monthly basis or some other recurring interval disclosed to you prior to your registration (Subscription Fee).
6. Changes to Subscription Fee
Memble may from time to time change the price for the Subscription Fee and will communicate any price changes to you in advance on reasonable notice. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, by continuing to use the Memble Platform after the price change takes effect, you will have accepted the new price. If you do not agree to a price change, you can reject the change by unsubscribing from the applicable account prior to the price change going into effect.
7. Membership Organiser Accounts
If you establish a Membership Organiser account on behalf of a business, company, organisation or third-party entity (Business), the terms "you" and "your," as used throughout this Agreement (including other Memble terms and conditions incorporated by reference herein), apply to both you and the Business.
If you create a Membership Organiser account, you represent and warrant that you are authorised to grant all permissions and licenses provided in this Agreement (including any other applicable Memble terms and conditions) and to bind the Business to this Agreement.
he Membership Organiser account includes features that enables you to provide or sell memberships and services to, or otherwise collect payments from, your “End Users” or third party businesses (such activities are “Your Services”). We are not a party to, and we are not liable for, Your Services. You are solely responsible for Your Services and compliance with any laws or regulations related to it, including without limitation the following: (a) Taxes; (b) Claims and warranties; (c) Customer service; (d) Site terms, policies and legal compliance; (e) Third party events and club terms and policies.
8. Access to your customers’ account.
We may, in our sole discretion, grant you access to your End Users account if you have your End Users consent to manage their membership, services, payment methods or other related items (Account Details). Additionally, we may, in our sole discretion, require that you provide evidence of such End Users’ consent.
You will treat all Account Details as confidential information. You agree to maintain the integrity and security of your End Users’ Account Details and will limit access of Account Details to its rightful owner. You may not alter, change, cancel or add Account Details without the express consent of your End User. You represent and warrant that your access of any Account Details will comply with all applicable laws, including any data protection laws.
9. User Guidelines
In using the Memble Platform, you must comply with all applicable laws, rules, and regulations, and respect the intellectual property, privacy, and other rights of third parties.
You must comply with data protection, security and privacy laws as outlined in this Agreement or third-party service providers. You agree and warrant that you are solely responsible when using the Memble Platform for complying with applicable data protection, security and privacy laws and regulations. This includes without limitation the collection and processing by you of any personal data when you use the Memble Platform to send marketing and other electronic communications to individuals.
In addition to the other requirements within these Terms of use, this section describes specific rules that apply to your use of the Memble Platform (the “Rules of Acceptable Use”). You must make sure the email address you provide in your Account details remains active and is checked by you on a regular basis.
You must adhere to our community guidelines and rules in relation to behaviour when using Memble Platform to communicate with other members in public or private chat groups. Specifically (but not limited to) you must not:
(a) harass others or organise, promote, or participate in harassment.
(b) attack a person or a community based on attributes such as their race, ethnicity, caste, national origin, sex, gender identity, gender presentation, sexual orientation, religious affiliation, age, serious illness, disabilities, or other protected classifications and Memble.
(c) allow defamatory material to be posted.
(d) make threats of violence or threaten to harm others. This includes indirect or suggestive threats, as well as sharing or threatening to share someone’s personally identifiable information (also known as doxing).
(e) share content, events or links which depict children in a pornographic, sexually suggestive, or violent manner, including illustrated or digitally altered pornography that depicts children and conduct grooming behaviours.
(f) make adult content available to anyone on the Memble Platform.
(g) share sexually explicit content of other people or promote the sharing of non consensual intimate materials (images, video, or audio).
(h) share content that glorifies or promotes suicide or self-harm, including any encouragement to others to cut themselves or embrace eating disorders such as anorexia or bulimia.
(i) share content that violates anyone's intellectual property or other rights. If you host or attend any online or member event, you agree that you will
If you host or attend any online or member event, you agree that you will not:
(a) Act inappropriately or cause any disturbances;
(b) Engage in any illegal or unlawful conduct;
(c) Misuse the services by knowingly causing a nuisance to the event, to the events coordinators, agents or employees and to other guests or attendees; or
(d) any other unwarranted behaviour.
Failure to comply with the Rules of Acceptable Use constitutes a serious breach of these Terms of Service, and may result in our taking all or any of the following actions (with or without notice, and entirely at our discretion): (a) immediate, temporary or permanent withdrawal of your right to the Memble Platform; (b) immediate, temporary or permanent removal of any Content; (c) issuing of a warning to you; (d) legal action against you including proceedings for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; (e) disclosure of such information to law enforcement authorities as we reasonably feel is necessary. (f) we may investigate any suspected breach of the Rules of Acceptable Use. During such investigation we may temporarily withdraw your right to use the Memble Platform or remove your Content without notice to you.
10. The Memble Platform Payment Processors (Stripe)
To accept payments from your End Users in connection with Your Services, you accept that the Memble Platform integrates and uses the Stripe Connect Platform (Stripe) as the payment system. Your relationship with the Stripe payment system is governed by Stripe’s terms and conditions as a third-party service provider and you will be subject to the Stripe Connected Account Agreement and the Stripe Services Agreement. We do not control and are not liable for any loss or damage or failed transaction caused by Stripe.
While we will try to provide advance notice, you agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove from Your Services, any payment processing system, without any liability to you or to any End User, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses (except where prohibited by applicable law).
11. Restricted Business
By registering as a Membership Organiser, you confirm that you will not use the Memble Platform in connection with illegal products, services or activities. One type of restricted activity is the sale of any good or service that infringes the trademark, copyright, or other intellectual property (IP) rights of any third party. We understand that the protection of IP is important to our platform and we take claims of IP infringement seriously.
To that end, if you are an IP owner, and you have a good-faith belief that a Membership Organiser is using the Memble Platform in connection with the sale of goods or services that infringe your IP rights, please let us know by sending us an email to support@Memble.net.
12. Unacceptable activity
You must not do any act that we would deem to be inappropriate, is unlawful or is prohibited by any laws applicable to our website, including but not limited to:
(a) any act that would constitute a breach of either this Agreement, our Privacy Policy and third parties terms and conditions or privacy policies or any other of the legal rights of individuals;
(b) uploading files that contain viruses that may cause damage to the Memble Platform or the property of other individuals;
(c) posting or transmitting to the Memble Platform any non-authorised material including, but not limited to, material that is, in our opinion, likely to cause annoyance, or which is defamatory, racist, obscene, threatening, pornographic or otherwise or which is detrimental to or in violation of our systems or a third party's systems or network security.
13. Relationship
You acknowledge that we are not the business that corresponds to your memberships. You acknowledge that we are not agents on behalf of your membership business. You and Memble are independent entities, and the Memble Platform does not create any partnership, agency, or employment relationship between you and Memble, or the employees or agents of either party. You may not, and may not attempt to, make any representation, warranty or commitment on behalf of Memble.
14. Third party services and linked sites
The Memble services are integrated with various third party services, applications and may contain links to websites operated by third parties (collectively, “Third Party Services”) that may make their content, products or services available to you. Examples of this are the membership business linked to the Memble Platform. Unless expressly stated otherwise, we do not endorse and are not responsible for the content, products or services on those linked websites and have no control over or rights in those linked websites.
These Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. Any information that a Third Party Service collects, stores and processes from you will be subject to such Third Party Service’s terms of service, privacy policy or similar and will not be subject to our Privacy Policy or this Agreement.
When using Third Party Services, your security is your responsibility. We don't control Third Party Services, and we are not liable for Third Party Services or for any transaction you may enter into with them, or for what they do. We may receive a revenue share from Third Party Services. You agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third Party Services. We are not liable for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses or business disruption, costs or expenses you may incur or otherwise experience as a result (except where prohibited by applicable law).
15. Intellectual Property
You warrant that you own all copyright in all user generated content that you post on the Memble Platform. By posting content on the Memble Platform, you grant us a worldwide, perpetual, fee free licence to use all copyright in the content for any purpose (and to assign or sublicence such rights). You agree to indemnify us and our agents, officers and employees from and against all claims for breach of copyright arising from any content that you post on the Memble Platform.
Unless otherwise indicated, we own or license from third parties all rights, title and interest (including copyright, designs, patents, trademarks and other intellectual property rights) in this website and in all of the material (including all text, graphics, logos, audio and software) made available on the Memble Platform (Content).
Your use of the Memble Platform and use of and access to any Content does not grant or transfer any rights, title or interest to you in relation to the Memble Platform or the Content. However, we do grant you a licence to access the Memble Platform and view the Content on the terms and conditions set out in this Agreement.
Except for the temporary copy held in the computers cache, and a single permanent copy for your personal reference, the material may not otherwise be used, copied, reproduced, published, stored in a retrieval system, altered or transmitted in any form or by any means in whole or part without our prior written approval. Any further reproduction or redistribution of this website or the Content is prohibited and may result in civil and criminal penalties.
16. Termination
This Agreement will remain in effect until terminated by either you or us. We may terminate this Agreement at any time via notice to you. We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the services or their functionality of the Memble Platform at any time at our sole discretion and without notice. For example, we may suspend or terminate your use of part or all of the services of the Memble Platform if you violate this Agreement or the Privacy Policy or if we are notified of inappropriate behaviour by a third-party club or membership company. We will endeavour to provide you reasonable notice upon suspending or terminating part or all of the services. All sections of this Agreement that by their nature should survive termination shall survive termination.
17. Warranties and disclaimers
To the maximum extent permitted by law, including the Australian Consumer Law, we make no warranties or representations about the Memble Platform or the Content, including but not limited to warranties or representations that they will be complete, accurate or up-to-date, that access will be uninterrupted or error-free or free from viruses, or that the Memble Platform will be secure. To the extent that we are liable under the law, you agree that any such liability will be limited to the cost of resupplying the service (which you agree shall be equal to the registration cost for one month).
You agree to release us from all loss or damage incurred as a result of any interference with or damage to your computer systems in connection with the use of the Memble Platform or a linked website. We recommend that you take your own precautions to ensure that your use of the Memble Platform does not result in any infection for viruses or anything else that may monitor or interfere with or damage your computer or network.
18. Liability
To the maximum extent permitted by law, including the Australian Consumer Law, in no event shall we be liable for any direct and indirect loss, damage or expense – irrespective of the manner in which it occurs. To the extent that we are liable under the law, you agree that any such liability will be limited to the cost of resupplying the service (which you agree shall be equal to the registration cost for one month).
19. Indemnity
You shall indemnify Memble in full against and hold Memble harmless from all claims, costs, damages, liabilities, expenses (including without limitation legal expenses) demands and judgments awarded against or incurred or paid by us as a result of or in connection with any and all of your acts, inactions and/or omissions connected with Your Services and our services provided for on the Memble Platform and this Agreement.
20. Dispute Resolution
If a dispute arises out of or in connection with this Agreement (Dispute), a Membership User or Membership Organiser (collectively User) may not commence any court or arbitration proceedings relating to the Dispute unless it has complied with this clause 20.
A User claiming that a Dispute has arisen under or in connection with this Agreement must give written notice to Memble at notices@Memble.net outlining in detail, (a) the dispute (b) the cause of the dispute and (c) any information that will support the Users description of events (Dispute Notice).
Upon receipt of a Dispute Notice, the User and Memble must within 10 calendar days either person or via another means, attempt in good faith to resolve the Dispute.
If the parties cannot resolve the Dispute after the good faith attempt, then the parties must select a mediator by mutual agreement to resolve the Dispute (Dispute Meeting).
If the Parties do not agree on the selection of a mediator or the mediator is unable or unwilling to serve and a replacement mediator cannot be agreed upon by the Parties within 10 calendar days after the Dispute Meeting, the parties must request the president of the Institute of Mediators and Arbitrators Australia to appoint a mediator.
21. Jurisdiction and governing law
Your use of the Memble Platform and the terms and conditions set out in this Agreement are governed by the law of the Northern Territory of Australia and you submit to the exclusive jurisdiction of the courts exercising jurisdiction in the Northern Territory of Australia.
22. Contact us
If you have any questions regarding the terms and conditions you can contact us using support@Memble.net and we will endeavour to promptly respond. You can alternatively contact Memble in writing using the following address:
Memble Pty Ltd trading as Memble
7 Aldridge Place Millner Northern Territory 0810
Australia
