Terms & Conditions - The Active Marketer

Terms & Conditions

Membership Community

Services Agreement

 

The Active Marketer Insiders – Membership Community Terms

Subscription Terms and Conditions
These terms and conditions govern your subscription to use the information and resources we provide through our website at [https://theactivemarketer.com] (Website) and form a legally binding agreement between you (you or your) and us, [Brand Engine Media Pty Ltd] (ABN 86 611 090 432) trading as The Active Marketer (we or us). Prior to using certain services on the Website you will be required to set up an account which will enable you to access our services by using a username and password.

Licence
We grant you a revocable, non-exclusive, non-transferable licence to use the Website, and the services we provide through our Website (Our Services) during the period in which you are a subscriber of Our Services.

Our Services and the Website
You must use the Website and Our Services for the purpose for which it is intended and not for anything else. You acknowledge that the purpose of the Website and Our Services is to provide a facility for you and others like you who would like to gain access to templates, webinars, training materials, discussion forums and other online resources relating to the topic of online marketing, sales funnels and marketing automation.

You must not use Our Services to promote, market or sell any products or services similar to or based on Our Services or share with or allow another person to use Our Services without our prior written consent.

You must not attempt to hack, decompile, disassemble, modify, translate, adapt, reverse engineer or create derivative works from any part of Our Services. In using the Website or Our Services you must not transmit or introduce any virus or corrupt files so as to damage or disrupt Our Services.

Fees
You agree to pay our fees in advance on a monthly, quarterly or annually as selected by you in completing the online form. You may at any time terminate your subscription by sending an email to [support@theactivemarketer.com] advising that you wish to terminate your subscription at least 14 days before the effective date of termination. We may increase our fees provided we give you at least 14 days’ notice of our intention to increase our fees prior to the date any payment is due.

Our fees are exclusive of all taxes, duties, levies or imposts. You are responsible to pay any such amounts in addition to our fees where applicable and must reimburse us if requested by us.

Your account
You must keep your account details including your username and password secure at all times and do all such things necessary to prevent another person from using or accessing your account details. You are responsible for all activities that are undertaken through your account.

Content
You are solely responsible for any content posted on our Website that is submitted through your account (“Your Content”). Your Content must be lawful and appropriate.  Your Content must not be defamatory, offensive, illegal, in breach of confidentiality, discriminatory, abusive, misleading or deceptive, intimidating, bullying, harassing or threatening.

Inappropriate Content or Use
If we determine, in our sole and absolute discretion, that any of Your Content is inappropriate or you use Our Services for a purpose that is not intended by us, we may without notice to you, remove all or any part of Your Content. In addition, we may also deactivate or terminate your account without notice to you. We may also report you to any relevant legal authorities.

Third party products and services
The Website may contain links to third parties’ websites which may result in you purchasing goods and/or services from third parties. We disclose to you that we may receive commission payments from those affiliates from time to time in relation to any third party goods and/or services purchased by you. Our linking of such third party websites does not signify or represent that we endorse or sponsor such websites or any of the goods and/or services that are available for purchase. You are responsible for conducting your own due diligence in relation to the suitability of the third party goods and/or services for your specific needs. To the maximum extent permitted by law, we disclaim all liability in connection with the information and goods and/or services contained in those third party websites.

Intellectual property rights

Your rights

You will own all intellectual property rights in Your Content. You grant us a royalty free perpetual irrevocable worldwide transferable licence to use Your Content in any way we see fit (including, without limitation, reproducing, modifying and publishing in) in any manner or medium and permit us to authorise any person to do the same thing.  You acknowledge that we have the right but not the obligation to use and display any of Your Content. You permit us to modify Your Content and determine the way that it is accessed and presented on our Website. You consent to any act or omission which would otherwise constitute an infringement of your moral rights, and if you add any content in which any third party has moral rights, you must also ensure that the third party consents in the same manner.

You acknowledge that we cannot control what other users do with Your Content and that we are not responsible for the acts of third parties in relation to Your Content including but not limited to breach of any of your intellectual property rights.

Our rights

We own all intellectual property rights in our name, logo, trade mark, domain name and Website including but not limited to images, designs, literary and artistic works, screen formats, source codes, object codes, layouts and file structures underlying the Website except any content generated by other users or licensed by third parties to us and any content that is posted by us. We also own all intellectual property rights subsisting in or relating to Our Services.

You will not do or omit to do anything that will infringe our intellectual property rights or those from whom we have licensed including but not limited to reproducing, republishing, adapting, modifying, reverse engineering, decompiling, translating, re-posting, transmitting, re-selling or distributing any content on the Website or materials relating to Our Services.

You agree to do all things and sign all agreements, instruments, transfers and other documents requested by us to give full effect to the provisions of this agreement.

Representations and Warranties
You represent and warrant to us you own Your Content and the publication of Your Content on our Website will not infringe the rights of any person. You also represent and warrant to us that any information you supply to us including Your Content are true and correct in all respects and not misleading or deceptive.

We do not represent or warrant that the Website or Our Services will be available at all times or that they will be free of interruption, errors or omissions. Interruption to Our Services for reasonable periods of time for maintenance or for causes beyond our control are not grounds for non-payment of our fees or a refund of any fees paid.

We exclude all representations, warranties or terms (express or implied) other than those expressly set out in these terms and conditions.

Disclaimer
We are not responsible for any of Your Content or any content posted by other users. We disclaim all liability arising out of or in connection with Our Services or any content posted on the Website including Your Content and any goods and/or services you purchase through the Website. We do not warrant the truth or accuracy, completeness, reliability, suitability or availability of any of Your Content or any content posted by any other users on our Website. We make no representation that Our Services or any information on our Website constitutes advice which can or should be relied on by any person or that you will achieve any results. You agree to use Our Services and the Website entirely at your own risk.

No Liability
To the fullest extent permitted by law, we exclude all liability arising from or in connection with our Website, Our Services or Your Content. To the extent we are unable to exclude liability, we exclude liability for any indirect or consequential losses you may suffer and our liability to you will be limited to the amount of subscription fees you have paid to us in the period of 6 months prior to the date of your claim.

Release and Indemnity
You release us in relation to any claims you may have against us arising from or in connection with your use of or inability to use our Website, Our Services or Your Content.

You indemnify us and hold us harmless in relation to any claim made or threatened against us or any direct or indirect loss or damage (including any legal cost and expense on a full indemnity basis) suffered or likely to be suffered by us arising from or in connection with Your Content or your breach of any of these terms and conditions.

Australian Consumer Law
These terms and conditions are to be read subject to any legislation which prohibits or restricts the exclusion, restriction or modification of any implied warranties, conditions or obligations including where you are a consumer, the guarantees under the Australian Consumer Law that cannot be excluded to the extent it applies to you. If such legislation applies, to the extent possible and to the extent allowed by the Australian Consumer Law, we limit our liability in respect of any claim to, at our option, the supply of the services again, or the payment of the cost of having the services supplied again.

AmendmentsWe may, without notice, amend these terms and conditions at any time, and any such changes will be posted to this page.  You should check this page regularly to take notice of any changes we may have made to these terms and conditions.  If you continue to use the Website or Our Services, you will be deemed to accept the amendments.

Suspension or Termination
We may deactivate or terminate your account at any time if we determine, in our sole and absolute discretion, Your Content is inappropriate, you use Our Services for a purpose that is not intended by us or there has been a sustained period of inactivity or non-use on your account.

You cannot require or demand us to remove any of Your Content upon deactivation or termination of your account.

We may decommission or transfer our Website at any time without incurring any liability to you or anyone else. We may also terminate any part or all of our Services at any time without notice to you.

You must not make a claim against us in relation to any deactivation or termination of your account or Our Services or the decommissioning or transfer of Our Website.

Consequences of termination
On termination of your subscription we will revoke your access to the Website and to Our Services with effect from the effective date. We will refund you pro-rata in relation to the remaining unused period of your subscription net of any taxes, bank fees and other out-of-pocket expenses incurred by us in relation to administration. If you are a quarterly or annual subscriber, the pro-rata refund will be calculated on the basis of the undiscounted price for the subscription.

Privacy
We collect your personal information for the purpose of providing you with Our Services, to communicate with you and to provide you with information about Our Services from time to time.  If you do not provide the requested personal information to us, we may not be able to fully and effectively provide you with Our Services.  Our Privacy Policy which forms a part of these terms and conditions, contains information about how you can access and correct your personal information, and how to contact us about concerns in relation to your privacy.

Severability
If any of these terms and conditions is determined by a court of law to be invalid or unenforceable, it will be severed to the extent that it is invalid or unenforceable. Severance of it will not affect the continued operation of the remaining provisions of these terms and conditions.

Waiver
If we do not act in relation to a breach by you of these terms and conditions, it does not waive our right to act with respect to that or subsequent breaches. Any waiver by us must be in writing and signed by us.

Construction
The rule of interpretation which sometimes requires that an agreement be interpreted to the disadvantage of the party which put the agreement forward, does not apply.

Entire agreement
This agreement contains the entire agreement between you and us about its subject matter and supersedes all prior discussions, representations, agreements and understandings between you and us in connection with the subject matter.

Governing Law
These terms and conditions are governed by and is to be interpreted according to the laws in force in Queensland, Australia. The parties submit to the exclusive jurisdiction of the courts in Queensland, Australia. The rights and obligations of ours and yours will not be governed by the provisions of the United Nations Convention on Contractors for the International Sale of Goods (1980), the application of which are expressly excluded. If you are not located or do not reside in Australia, we have no knowledge or, and no responsibility for, the laws in your country.

Services Agreement

Terms and Conditions – The Active Marketer

We, us, our and similar expressions refer to [Brand Engine Media] ABN 79 410 746 519 trading as [TheActiveMarketer.com] and you, your and similar expressions, refer to you, our customer or proposed customer as named in our proposal setting out details of the services agreed to be provided by us.

Services
The services to be provided to you are set out in our proposal and will be provided subject to these terms and conditions, which together set out the entire understanding and agreement between you and us. If you instruct us to commence work on any part of the proposal, that will be taken as your acceptance of the proposal and these terms and conditions.

Additional services
If during the course of this agreement you request additional services and we agree to provide you with those additional services, the terms and conditions below will also apply to those additional services and those additional services will be deemed to be part of the services provided under this agreement.

For the avoidance of doubt 50% of the additional fees quoted by us will be payable as invoiced by us with the remaining 50% payable upon completion of the services

Payment

You must pay us 50% of the fees quoted by us on or before the date of this agreement and the balance of 50% without any deduction or set-off on or before completion of the services. We will endeavour to advise you at least seven (7) days before the date we anticipate completing the services.

Where third party expenses are to be incurred, we may require those expenses to be paid at any time and directly to the third party provider and you must pay those expenses promptly.

Interest

You must pay interest at the rate of ten percent (10%) per annum calculated on a daily basis on any moneys that is due and payable but remains unpaid until payment is made in full.

Your responsibilities
You:

  • must, as soon as practicable, make available to us all necessary or requested document, information, consent, approval, licence, resources and access to systems
  • are responsible for the adequacy, suitability and accuracy of the documents, data and other information you provide us, and
  • acknowledge that we rely on documents, data and information you provided to us in relation to this agreement in our performance of the services. We will not verify the accuracy or integrity of anything that you provide us.

Timing
We will use reasonable commercial endeavours to deliver the services in accordance with any milestone stated in our proposal to the extent that it is within our control or if no time is specified, within a reasonable time.

Affiliate commission
We disclose to you that we may receive affiliate commission from time to time in relation to any third party products purchased by you that have been suggested by us.

Liability
Where legislation implies in these terms and conditions any condition or guarantee which cannot be excluded or modified, the condition or guarantee is deemed to be included in these terms and conditions.

To the fullest extent permitted by law, our liability for breach of any non-excludable condition or guarantee is limited, at our option, to re-supply the services again or pay the cost for the re-supply of the services.

Exclusions and Limitations
To the fullest extent permitted by law we otherwise exclude all conditions, warranties, representations and liability in relation to the services and any third party goods we procure on your behalf.

If we are unable to exclude liability on the above terms, to the fullest extent permitted by law:

  • we exclude all liability for:
  • loss or corruption of data
  • any indirect, consequential or special loss
  • loss of profit, goodwill, business opportunity or anticipated savings or benefits, and
  • any damage or injury of any kind howsoever arising, and
  • our aggregate liability in connection with our agreement with you (whether under statute, contract or in tort including for negligence) and any other agreement we have with you in relation to the supply of our services including any third party goods is limited to the fees you have paid us under this agreement in the six (6) month period immediately preceding the date of your claim.

Indemnity

Subject to clause 7, each party indemnifies and keeps indemnified the other party against all loss and damage suffered as a direct result of any breach of any of these terms and conditions except to the extent the loss or damage is caused or contributed to by the indemnified party, its employee, agent or contractor.

Termination
Subject to the paragraphs below, you or we may terminate this agreement at any time for convenience by giving the other party at least [14 days] notice provided the party giving the notice does not owe any monies (whether or not the monies have become due and payable at the time the notice is given) to the other party.

Subject to paragraph (d), if this agreement is terminated before we have completed the services, we are entitled to retain the initial 50% of the fees by you.

If in our opinion (acting reasonably) we consider that we have completed at least 50% of the services set out in the proposal, you must pay us for the services provided up to the date of termination as calculated by us (acting reasonably) having regard to our usual hourly charge rates as we may advise you from time to time

We may suspend or terminate any contract with you or this agreement with you by notice with immediate effect if you:

(a) commit an act of bankruptcy or become insolvent

(b) go into administration (voluntary or otherwise)

(c) are in breach of a material term, or

(d)you do not provide us with any requested document, information, consent, approval, licence, resource or access to systems on a timely basis.

If we suspend or terminate this agreement pursuant to clause 10(c)(iv), the balance of 50% of our fees becomes immediately payable.

Our right to suspend or terminate any contract or this agreement with you is without prejudice to any other right or remedy in respect of the breach or default.

You may terminate any contract or this agreement by notice if we:

(a) become insolvent and legal proceedings have been commenced to wind up us

(b) are in breach of a material term which is not capable of rectification, or

(c) are in breach of a material term which is capable of rectification and after being given a reasonable opportunity to rectify the breach having regard to the nature of the breach we fail to remedy or rectify the breach to your satisfaction (acting reasonably).

Confidentiality
In relation to any confidential information we and you disclose to each other, each of you and us must:

(a) keep the confidential information confidential and not disclose it or allow it to be disclosed

(b) take adequate measures in relation to the handling, physical security and technical security of the confidential information to maintain confidentiality of the confidential information, and

(c) not reproduce or copy any confidential information without our prior written consent.

Each of us and you must return all of each other’s confidential information including all copies of them to the other once it is no longer required for any approved purpose or request, or at the requesting party’s election destroy the confidential information and confirm in writing to the requesting party that it has been done except that we may retain a copy for risk management purposes.

Personal information
Each of you and us agree to comply with our obligations under the Privacy Act 1988 (Cth) (the Act) in relation to any personal information (as defined in the Act) relevant to our contract with you.

General
If a dispute arises between us and you, either party may notify the other party of the dispute and without prejudice to any other right or entitlement a party may have, the parties must explore resolution of the dispute informally by negotiation, mediation, independent expert appraisal or some means before commencing legal proceedings.

A waiver is not valid or binding on the party granting that waiver unless in writing and duly signed on behalf of that party.

We may set off any amount owed by you to us against any amount owed by us to you and pay only the net amount remaining.

All amounts payable under this agreement are in US dollars and are exclusive of goods and services taxes, value added taxes, duties, imposts, levies or other similar taxes on goods or services imposed or levied by legislation or government authorities. You must pay us an additional amount equivalent to the prevailing rate of tax.

We may assign our rights under these terms and conditions and if we do so, we will inform you to that effect.

We may use sub-contractors to perform any or all of the services.

You agree to do all things and sign all documents necessary or desirable to give full effect to the provision of our agreement with you.

If any term or condition is found to be void or unenforceable at law, that term or condition will not affect any other term of these terms and conditions and, as far as possible, will be read down to the extent required to make it enforceable. If necessary, the parties will, in good faith, negotiate a valid and enforceable replacement term to express their intention.

These terms and conditions may only be amended in writing and signed by you and us.

The rule of interpretation which sometimes requires that an agreement be interpreted to the disadvantage of the party which put the agreement forward, does not apply.

These terms and conditions are governed by and to be interpreted according to the laws of Queensland. The parties submit to the exclusive jurisdiction of the courts in Queensland.