Association Terms

1. Overview

1.1 The www.issociate.com website (this website) is owned by issociate Pty Limited (issociate, we, us). This agreement describes the terms and conditions that govern the use of the services on this website by the nominated association that completes the application and registration process, is accepted by issociate as an association that is authorised to use the website and has paid all corresponding fees (you).

1.2 Before you become a user of our services, you must read, agree with and accept all of the terms and conditions contained in this agreement and our policies (Policies). You agree that the Policies, which may change from time to time, form part of this agreement. These terms, conditions and Policies are referred to collectively as Website Terms. By accepting this agreement you agree to be bound by all the Website Terms.

1.3 We may, at our sole discretion, vary or modify the Website Terms from time to time. The amended Website Terms will be posted on the website and a notice advising of the change will be sent to your nominated administrators. Any subsequent access to, or use by you, of the website will constitute an acceptance of these Website Terms as they appear at that time.

1.4 Except as specifically permitted under paragraph 1.3 and elsewhere in this agreement, these Website Terms cannot be amended except in writing signed by you and us.

1.5 In this agreement, a reference to "you" includes a reference to anyone acting on your behalf or with your express or implied authority.

2. Registered users

2.1 You may provide access to your pages within the website to your nominated administrators. However, your nominated administrators, and members of your association, may only access the website if they agree to the User Terms and complete the activation process. Upon agreeing to the User Terms and completing the activation process such persons will become Registered Users.

2.2 You will procure that the Registered Users comply with the User Terms and you agree to be responsible for any wilful misconduct or breach of the User Terms by the Registered Users.

2.3 During the application, registration and activation process you are required to provide us with the first name, last name, email address, member number and member type of Registered Users. You must provide all required notices to and obtain all necessary consents from the Registered Users to permit us to collect, use and disclose the personal information of Registered Users for the purpose of fulfilling the application, registration and activation process.

3. The services

3.1 The website provides access to a number of different services. The services that may be accessed depend on the level at which you choose to subscribe. The subscriber levels are:

Subscriber Level 1- Standard subscription

Subscriber Level 1 provides you with access to:

(a) the administrator dashboard;
(b) online support;
(c) administrator training; and
(d) advertising space,

and is subject to the payment of fees in accordance with paragraph 10.

Subscriber Level 2- Standard subscription with premium service(s)

Subscriber Level 2 provides you with access to:

(a) all of the services available under Subscriber Level 1; and
(b) one or more premium services,

and is subject to the payment of the Subscriber Level 1 fees and additional fees in accordance with paragraph 10.

3.2 A premium service is any service provided that differs from the standard subscription in terms of functionality, data usage or page layout (including non-use of advertising space). An example of a premium service is event management functionality.

3.3 We may change our services and suspend, terminate or restrict your subscription at any time if we believe that this is reasonably justified within the Website Terms. Our services are only available to incorporated and unincorporated associations recognised under the laws or regulations of any country, state, territory, council or province in which we agree to provide the services. Your membership is not transferable, unless otherwise agreed by us.

4. Licence terms

4.1 Your licence will commence once you have completed the application and registration process, your application and registration has been accepted by us and you have paid the joining fee and subscription fee in accordance with paragraph 10.

4.2 As a subscriber to Subscriber Level 1, subject to the payment of the relevant fees you are granted an annual non-exclusive non-transferable licence to access and use the services for Subscriber Level 1 in accordance with these terms and conditions.

4.3 If you are a subscriber to Subscriber Level 2, unless otherwise advised by us in writing, subject to the payment of the relevant fees you are granted an annual non-exclusive non-transferable licence to access and use the services for Subscriber Level 2 in accordance with these terms and conditions.

5. Provision of content

5.1 You may provide content for your pages within the website, and the pages of Registered Users, from time to time (Content). Your Content does not include any feedback you email or otherwise provide to us. Unless otherwise agreed by us, subject to clause 9.2, we will not provide any content for your pages or the pages of your Registered Users.

5.2 We retain the discretion whether to publish, edit, delete, block, reject, take down or remove any part or all of the Content.

5.3 You retain all intellectual property rights in your Content. You grant us a royalty free, worldwide licence to use, transmit, communicate to the public, copy and reproduce your Content for the purpose of providing our services to you and your Registered Users.

5.4 You waive any rights you may have to take action against us in relation to any act or omission which would otherwise infringe any moral rights in your Content.

5.5 You warrant that you are the owner or licensee of the Content and that you have all necessary rights to include the Content on the website. You must not access, modify, copy, use or disclose the content of any Registered User or other person appearing on the website in any manner which breaches the rights of such other person. You indemnify us against any action, claim, demand or proceedings upon or against us, and any cost, charge, expense, payment, loss, damage or liability suffered or incurred by us, in connection with the foregoing.

5.6 To the extent permitted by law, we will be under no liability to you in respect of any loss or damage which you may suffer or incur or which may arise directly or indirectly in connection with your supply of Content to us or the website, or the subsequent use of the Content by us or any Registered Users.

6. The administrator dashboard

6.1 The administrator dashboard is functionality available under Subscriber Level 1. It provides you with administration rights in respect of your pages within the website.

6.2 The administration rights provided as part of the administrator dashboard include:

(a) administering public forums, private forums and working groups;
(b) creating and closing forums;
(c) uploading Content to your pages within the website;
(d) moderating Content that appears on your pages within the website, including removing posts and files;
(e) registering, adding and removing Registered Users;
(f) uploading advertising; and
(g) communicating with Registered Users.

6.3 You must nominate 2 of your personnel who will be provided with administration rights.

7. Online support

7.1 Online support is provided as a service under Subscriber Level 1. Online support comprises:

(a) use of the help section of the website;
(b) email support, by email to support@issociate.com;
(c) telephone support, during the hours of 9am to 5pm, local time in Sydney, on business days in Sydney; and
(d) user groups.

7.2 We will respond to any online support requests in accordance with our online support policies and procedures.

8. Administrator training

8.1 Administrator training is provided as a service under Subscriber Level 1. Administrator training comprises:

(a) a half day of training for your 2 nominated administrators at our Sydney training facility at such time as may be agreed between us and you; and
(b) the provision of a training manual to your 2 nominated administrators.

8.2 You must at all times when any of your personnel are present at our premises ensure that such personnel comply with:

(a) all laws, rules and regulations;
(b) our directions and instructions; and
(c) our security, occupational health and safety and other policies and procedures.

8.3 You must take all necessary precautions to prevent the occurrence of any personal injury (including death) or loss of, or damage to, property by any of your personnel when present at our premises. We will not be liable for any personal injury (including death) or loss of, or damage to, property suffered by any of your personnel except where such injury, loss or damage is caused by our negligence or wilful misconduct.

9. Advertising

9.1 The provision of advertising space on your pages within the website, and the pages of Registered Users, is provided as a service under Subscriber Level 1. Advertising space is filled as follows:

(a) a 125w by 125d pixels space in the left column (Advertising Space One) is administered and filled by us with such advertising as we may choose;
(b) a 180w by 250d pixels space in the right column (Advertising Space Two) is administered and filled by us with such advertising as we may choose; and
(c) a 486w by 60d pixels space in the middle column (Advertising Space Three) is administered and filled by you, subject to terms specified below.

9.2 We will source the advertising for Advertising Space One and Advertising Space Two and are entitled to all of the revenue that arises in connection with such advertising. You must source the advertising for Advertising Space Three and are entitled to all of the revenue that arises in connection with such advertising.

9.3 You agree to source the advertising for, and administer and fill, Advertising Space Three on the following terms:

(a) the advertising must not be in breach of any laws and must not be false, misleading or deceptive, abusive, obscene, offensive, pornographic or indecent, defamatory of any person, in breach of the intellectual property rights or moral rights of any person, in breach of any obligations of privacy or confidence or harassing, insulting or vilifying of any person; and
(b) you must take down or remove the advertising if we require you to do so.

9.4 If you:

(a) do not source the advertising for Advertising Space Three, this space will remain blank; or
(b) would like to use Advertising Space One or Advertising Space Two for your own purposes, you are unable to do so, unless we agree to provide you with a premium service which includes reconfiguration of the advertising feeds to enable you to use these advertising spaces for your own purposes.

9.5 If requested by you, we will provide you with a monthly report outlining the number of:

(a) page-views for your pages within the website and the pages of Registered Users; and
(b) click-throughs in respect of the advertising in Advertising Space Three.

9.6 We do not guarantee the number of clicks in respect of Advertising Space Three, nor do we guarantee any revenue in respect of advertising placed on your pages within the website and the pages of Registered Users.

9.7 We are not liable for the content of any links to third party websites provided in the advertising placed on your pages within the website or the pages of Registered Users.

10. Fees and charges

10.1 To become a subscriber at Subscriber Level 1, you must pay in advance:

(a) the joining fee which applies to the set up of your account; and
(b) a subscription fee for a one year licence.

10.2 The joining fee is an amount charged for the set up of your account.

10.3 The subscription fee for the initial one year licence is calculated based on the number of Registered Users to be registered using a sliding scale.

10.4 If at any time during any one year licence period the actual number of Registered Users is greater than the number of Registered Users in respect of which you have paid subscription fees, you must:

(a) on the next anniversary of commencement advise us of the actual number of Registered Users; and
(b) within 14 days of such anniversary of commencement pay us the additional subscription fees owing in respect of the additional Registered Users. If this has occurred prior to the first anniversary of commencement, you must also pay us the additional joining fees owing in respect of the additional Registered Users.

You acknowledge that if at any time during any one year licence period the actual number of Registered Users is less than the number of Registered Users in respect of which you have paid joining fees or subscription fees, no refund of the joining fees or subscription fees is payable to you.

10.5 Your licence will terminate on the anniversary of commencement unless within 14 days following that date you pay the subscription fee for a further one year licence. The subscription fee for any such further licences is calculated based on the number of Registered Users on the anniversary of commencement. This paragraph 10.5 applies in respect of each anniversary of commencement until the licence is terminated.

10.6 All premium services are charged monthly or annually in advance and are in addition to the fees payable for Subscriber Level 1. The fees payable for premium services are as advised by us from time to time and depend on the premium service requested by you where agreed to be provided by us.

10.7 If you request and we agree to provide a premium service whereby we agree to send emails in bulk to your Registered Users, the fees payable will be as follows:

(a) if 9,999 emails or less are to be sent- at no charge to you; and
(b) if 10,000 or more emails are to be sent- at no charge for the first 9,999 emails, thereafter, a charge may apply.

10.8 We may vary the subscription fees, and any other fees and charges payable under these Website Terms, in our discretion from time to time.

10.9 Unless otherwise specified in these Website Terms, any fees and charges payable to us must be paid within 14 days of our invoice, without deduction or set off by you. We will issue invoices to you via email.

10.10 All amounts payable to us are exclusive of any goods and services tax (GST) which shall be paid in addition to any amount specified as payable.

10.11 We may set off any amounts we owe to you against any amounts owing to us under or in connection with these Website Terms.

General terms and conditions

The following general terms and conditions apply to all Subscriber Level 1 and 2 users and services.

11. Suspension and termination

11.1 We may suspend access to the website by you and your Registered Users immediately without notice to you if you breach these Website Terms.

11.2 We may terminate this agreement or your account, registration or access to any or all services immediately by notice to you if:

(a) you breach these Website Terms and such breach is not remedied within 7 days of a notice from us requiring you to remedy the breach;
(b) you become, threaten, resolve to become or in our reasonable opinion are likely to become subject to any form of insolvency, administration, receivership or liquidation; or
(c) you enter into any composition or arrangement with your creditors or have a receiver appointed over any of your assets or are the subject of any resolution or petition for winding up or judicial management.

11.3 If we suspend your account, registration or access, you must not set up any further accounts, re-register or otherwise use or access the website.

11.4 Upon the earlier of termination or expiry of this agreement:

(a) all rights granted to you and your Registered Users will cease;
(b) you must not set up any further accounts, re-register or otherwise use or access the website;
(c) you must ensure that your Registered Users do not use or access the website; and
(d) we may destroy or delete the information and data of you and your Registered Users in our discretion.

12. Your obligations

12.1 You must not:

(a) use the website for any activities which breach any laws or regulations or infringe any third party rights;
(b) use the website to send any spam or unsolicited electronic mail messages to anyone, and must ensure that in respect of any premium service whereby we agree to send emails in bulk to your Registered Users this does not constitute spam or breach any laws;
(c) use the website for fraud or any misleading or deceptive conduct;
(d) use the personal information of another person in order to access or use the website;
(e) tamper with, hinder the operation of or make unauthorised modifications to the website; or
(f) transmit any bug, virus or other disabling feature to or through the website.

12.2 You must not post any content or information on your pages within the website or the pages of Registered Users which is or is likely to be:

(a) abusive, obscene, offensive, pornographic or indecent;
(b) defamatory of any person;
(c) in breach of the intellectual property rights or moral rights of any person;
(d) in breach of any obligations of privacy or confidence;
(e) harassing, insulting or vilifying of any person, including based on race, religion, sexual orientation, gender, age or disability;
(f) in breach of any laws; or
(g) false, misleading or deceptive.

12.3 You indemnify us from and against all actions, claims, suits, demands, damages, liabilities, costs and expenses that may arise out of or are in any way connected to your use of the website.

13. Information and content

13.1 The content and format of the website may be changed by us at any time, without notice, in our absolute discretion.

13.2 The website includes information and content provided by third parties (Third Party Information). We do not verify Third Party Information, which may not be complete, timely or accurate for your purposes. We make no representation or warranty of any kind as to the accuracy, timeliness or completeness of Third Party Information, nor do we endorse any Third Party Information.

13.3 The website includes information and content developed by us (Our Information). You acknowledge and agree that:

(a) Our Information is intended only to provide a summary of the relevant subject matter and its brevity could lead to misinterpretation;
(b) while we use all reasonable endeavours to ensure that Our Information is up to date, this is not always possible; and
(c) Our Information may include certain errors, omissions or outdated information from time to time.

13.4 You should not rely on Our Information as your exclusive or primary source of information. You should not use Our Information to replace advice given by a qualified professional. To the extent permitted by law, we do not warrant the accuracy or timeliness of Our Information and no responsibility can be accepted for those who act on Our Information without first consulting us and obtaining specific advice.

13.5 Information posted on user pages of this website has not been independently verified by us. We are not liable for any incorrect, misleading, deceptive, defamatory, obscene, offensive or pornographic material which is posted on any user page, nor are we liable for any material posted on any user page which is a breach of any intellectual property rights, moral rights or privacy rights of any party or of any law.

13.6 We may from time to time moderate or monitor the information appearing on the website. However, to report undesirable posts or to bring to our attention users who may not be following these Website Terms, please email feedback@issociate.com. Please do not post your grievances on this website.

14. Security, viruses and linking

14.1 We do not guarantee the security of the website. We do not warrant that access to the website will be uninterrupted or error free, that defects will be corrected, or that the website or the server that makes it available are free of viruses or bugs. You acknowledge that it is your responsibility to implement sufficient procedures and virus checks to satisfy your own requirements.

14.2 Should you leave this site via a third party link, you acknowledge that:

(a) you do so at your own risk;
(b) the content to which you link will not have been produced, checked for accuracy, or otherwise reviewed by us; and
(c) the link does not represent any endorsement by us of the products or services offered on the linked site.

15. Intellectual property

15.1 Except for your Content, you agree that all intellectual property rights in the website, including any information, software and tools accessed via the website, and any feedback provided in connection with the website, will be vested in us or our third party licensors.

15.2 You must not and must ensure that Registered Users do not:

(a) copy, reproduce, modify, reverse engineer, disassemble, decompile, transmit or communicate to the public the website, or any of our or our third party licensors' information, software and tools accessed via the website; or
(b) rent, lease, sub-licence or otherwise provide access to the website to any third party,without our prior written consent.

16. Confidentiality and privacy

16.1 Any communication or material sent by you to the website by electronic mail or otherwise, including any data, questions, comments or suggestions, are and will be treated as non-confidential, except to the extent that any such communication or material or any part of it comprises personal information as defined in the Privacy Act 1988.

16.2 We respect your privacy. Our Privacy Policy applies to any personal information collected by us from users of the website.

17. Our liability

17.1 Subject to any condition, warranty or right implied by the Trade Practices Act 1974 or any other law which cannot by law be excluded by agreement:

(a) we give no warranties, and you have no other rights, apart from those, if any, expressly set out in these Website Terms; and
(b) all implied conditions, warranties and rights are excluded.

17.2 Without limiting paragraph 17.1, to the extent permitted by law, we do not give any warranty of reliability, quality, fitness for purpose, merchantability or accuracy nor accept any responsibility arising in connection with any errors in, or omissions from, the information, software or tools provided on or by the website.

17.3 Where any condition, warranty or right is implied by law and cannot be excluded, we limit our liability for breach of that implied condition, warranty or right:

(a) in connection with the supply of goods, to any one or more of the following, as we may determine- the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the costs of replacing the goods or of acquiring equivalent goods or the payment of the costs of having the goods repaired; and
(b) in connection with the supply of services, to one of the following, as we may determine- the supplying of the services again or the payment of the costs of having the services supplied again.

17.4 Subject to paragraphs 17.1 and 17.3, we are not liable to you in contract, tort (including negligence), under any statute or otherwise for, or in respect of, any:

(a) indirect or consequential loss or damage; or
(b) loss of profits, sales, turnover, reputation, production, anticipated savings, goodwill, business opportunities, customers, software or data, whether of a direct, indirect or consequential nature, suffered by you or any other person and arising out of any breach or other act or omission in connection with these Website Terms.

17.5 Subject to this paragraph 17, our total and aggregate liability in contract, tort (including negligence), under statute or otherwise for, or in respect of, any direct loss or damage arising out of any breach or other act or omission in connection with these Website Terms will not exceed $20,000.

18. Miscellaneous

18.1 You must be a registered user before you can use any of the services provided through this website. We reserve the right to refuse to register a user of the website for any reason.

18.2 You warrant that if you are signing or accepting these Website Terms on behalf of an association that you are authorised to sign or accept these Website Terms on behalf of that association.

18.3 These Website Terms record the entire agreement between you and us and supersede all previous negotiations, understandings, representations and agreements in relation to the subject matter of these Website Terms.

18.4 If any part of these Website Terms is for any reason unenforceable, that part must be read down to the extent necessary to preserve its operation. If it cannot be read down, it must be severed.

18.5 Any failure or delay by us to exercise or enforce these Website Terms does not waive our rights to enforce these Website Terms.

18.6 These Website Terms shall be governed by and construed in accordance with the laws of New South Wales, Australia. You submit to the jurisdiction of the courts of New South Wales, Australia.

18.7 If you have any questions or feedback about the website or these Website Terms, please contact jamie.williams@issociate.com.

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