Terms and Conditions

Effective Date: 16th June 2026

RECITALS

  1. These Terms and Conditions ('Terms') cover the use of and access to the online membership management system which may include a content management system (called PowerSites or MemberJungle), membership management, website, events management, email systems, document management, online store, mobile application, and other features developed from time to time ('the Services') provided by  Telligence Pty Ltd ACN 109 572 376 trading as Member Jungle ('Member Jungle') to the Customer. 

  2. By using or accessing the Services, including during a Trial Period, you agree to these Terms, our Acceptable Use Policy, the UK Data Processing Addendum or EU Data Processing Addendum (if applicable), and the Member Jungle Merchant Agreement (if applicable), which form part of this agreement ('the Agreement').

  3. If you are using the Services on behalf of an organisation, you agree to this Agreement for that organisation and confirm that you have the authority to do so.

  4. This Agreement does not govern any users of Customers' Sites that are created using the Services.  Users  to Customer Sites should review such sites for additional information governing their use of such sites. Users should review the terms of use posted on Customer Sites.

 

1. Definitions and Interpretation

1.1 Definitions

Abandoned Project is defined in clause 8.2(a).

Acceptance means the date on which the Customer signs or otherwise accepts the Quote provided by Member Jungle.

Accelerator Package means one of the enhanced implementation and configuration packages offered by Member Jungle, as specified in the Quote.

Accelerator Package Fee means the fee payable for the selected Accelerator Package, as specified in the Quote.

Additional Module means an optional functional module or feature provided by Member Jungle as an Add-On.

Add-On means any additional product, service or feature purchased by the Customer to enhance the Services, including but not limited to Custom Design, Additional Modules and Import Packages.

Add-On Fee means the one-off or recurring fee payable by the Customer for an Add-On, as specified in the Quote or otherwise agreed in writing.

Agreement is defined in Recital B. 

Annual Subscription Fee is the Subscription Fee paid on an annual basis.

Cancellation Date is defined in section 10.3(a).

Confidential Information means any information, whether oral, written or in any other form, disclosed by one party to the other that is not publicly known and relates to that party's business, technology, operations or affairs, including but not limited to business plans, financial information, technical data, software, source code, processes, product designs, pricing, customer and supplier details, marketing information, and any other information that by its nature or the circumstances of its disclosure would reasonably be regarded as confidential, whether or not marked as "confidential" or "proprietary." Confidential Information of Member Jungle includes all non-public information relating to its platform, security, systems and practices.

Custom Design means design services or customisations provided by Member Jungle as an Add-On, as specified in the Quote.

Customer means the club, organisation, association, the person, persons, corporate body or partnership who accepts these terms and by that acceptance agrees to be bound by these Terms and is a customer of Member Jungle. 

Customer Representative means a site administrator, acceptor of quote or a designated account or support contact of the Customer.

Customer Content is defined in clause 11.3(a).

Customer Site means the website and membership platform (including app) developed by Member Jungle for the Customer in connection with the Services. 

Demo Content is defined in clause 11.2(a).

Feedback is defined in clause 11.4(a).

Fees are defined in clause 3(a).

Force Majeure Event means any occurrence or omission as a direct or indirect result of which the Party relying on it is prevented from or delayed in performing any of its obligations under this agreement and which is beyond the reasonable control of that Party and could not have been prevented or mitigated by reasonable diligence or precautionary measures, including forces of nature, natural disasters, acts of terrorism, riots, revolution, civil commotion, epidemic, industrial action and action or inaction by a government agency.

GST means the tax imposed by the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and related tax imposition acts of the Commonwealth of Australia.

Import Package means data migration or import services provided by Member Jungle as an Add-On.

Intellectual Property means  all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trademarks, service marks, designs, patents, circuit layouts, plant varieties, business and domain names, database rights, confidential information, know how, inventions and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields existing anywhere in the world, whether or not registered or capable of registration, and any goodwill associated with such activity and any applications, renewals and extensions of such rights.

Member means any person who is a current, pending or expired member of a club or organisation who is a Customer.

Member Jungle means Telligence Pty Ltd ACN 109 572 376 trading as Member Jungle.

MJ Payment Gateway or Member Jungle Payment Gateway means where the Customer does not have their Own Payment Gateway and uses Member Jungle's account through Stripe for the Services. 

Monthly Subscription Fees means Subscription Fees paid on a monthly basis. 

Moral Rights means any moral rights or other analogous rights arising under any statute (including the Copyright Act 1968 (Cth) or any law of the Commonwealth of Australia), that exist or may come to exist anywhere in the world.

Onboarding Package means the base implementation package offered by Member Jungle, as specified in the Quote.

Onboarding Package Fee means the fee payable for the Onboarding Package, as specified in the Quote.

Own Payment Gateway means where the Customer has their own direct account with a Payment Provider (such as Stripe) which is connected to the Services.

Parties means the Customer and  Member Jungle, and Party means either one of them.

Quote means the written quotation or proposal provided by Member Jungle to the Customer setting out the applicable Services, Fees, and other relevant details.

Resources means computer disk space, CPU resources, usage tokens and network bandwidth.  

Services means the services described in Clause 2.

Set-Up Option means either the Onboarding Package or the chosen Accelerator Package.

Site and Service Fees are defined in clause 6(a).

Subscription means the billing or invoicing cycle, either monthly or annually as specified, for the Customer's selected Subscription Package.

Subscription Fees means the recurring fees payable by the Customer to access and use the Services, whether on an annual or monthly basis.

Subscription Package means the service level, plan or tier selected by the Customer that determines the applicable Subscription Fees and the features of the Services provided.

Subscription Start Date means the date on which the Customer's Subscription Fees commence, determined in accordance with clause 4.2.

System means the Member Jungle Software Service including all code owned and controlled by Member Jungle.

Trial means accessing and using the Member Jungle System without payment or Acceptance of a Quote for any period of time.

User means someone, including Members, who uses, interacts with, purchases from, or otherwise is involved with a Customer Site.

 

1.2 Interpretations

In this agreement:

  1. headings are for convenience only and do not affect interpretation;
  2. the singular includes the plural and conversely, and a gender includes all genders;
  3. "including" and similar expressions are not words of limitation; 
  4. references to "you" and "your" mean the Customer; and
  5.  references to "us","we" and "our" mean Member Jungle.

 

2. Services

2.1 Provision of Services

  1. Member Jungle will provide the Services to the Customer in consideration for the Customer paying the Fees to Member Jungle, subject to the provisions of these Terms. 
  2. The Services will be performed by the employees or agents that Member Jungle may choose as most appropriate to carry out the Services.
  3. The Services are to be performed as agreed by the Parties and set out in the Quote.
  4. Member Jungle will provide the Services to develop the Customer Site. 
  5. Member Jungle will host the Services on Member Jungle's servers and assist with the ongoing administration of and maintenance of the Services. 
  6. Member Jungle will provide up to a maximum of 50GB of data transit per calendar month and 10GB of Disk Space unless separately negotiated in a Quote. Any additional data transit required shall be supplied and charged at an additional cost per GB.
  7. The Customer must not exceed the Resources or do anything which, in the reasonable opinion of Member Jungle, causes a detrimental effect to any other general computing resources provided by Member Jungle to operate the Resources.
  8. If the Customer breaches clause 2.1(g), Member Jungle may (in addition to any other rights it may have under this Agreement) limit the Resources to the amount specified. 
  9. Member Jungle will use reasonable endeavours to deliver the Services within any indicative timeframes specified in the Quote. Timeframes are estimates only and not of the essence unless expressly agreed in writing.

2.2 Unavailability of the Services

  1. The Customer acknowledges that factors including failure of Member Jungle's hardware, software, power supply, hosting services, or telecommunications link could result in the Services being unavailable.
  2.  The Services may also be unavailable from time to time ("outage") due to emergency or scheduled maintenance by Member Jungle or Member Jungle's hosting providers. In the case of a scheduled outage, Member Jungle will publish expected outage times and duration and will, if requested by you, e-mail this information to you. The Customer acknowledges that at times congestion of parts of the Internet will mean the service is more limited than at other times or temporarily not available for access by you or other users of the Internet.
  3. The Customer acknowledges that the temporary unavailability of the Services for these and any other reasons is not a breach of the Agreement by Member Jungle.

 

3. Payments and Fees 

  1. The Customer will pay Member Jungle for the provision of Services, which may include the following fees (collectively 'the Fees'):
    1. Subscription Fees: and Annual Subscription Fee or a Monthly Subscription Fee, as determined by the selected Subscription Package; 
    2. Set-up fees including the Onboarding Package Fee or Accelerator Package Fee; 
    3. Add-On Fees: fees for optional services including, Custom Design, Additional Modules, Import Packages or other approved Add-Ons; 
    4. Site and Service Fees;
    5. Additional fees as required.
  2. The Company acknowledges that the Fees are exclusive of any GST that may be charged by the Supplier to the Company, and therefore, the Supplier will be entitled to add on GST. GST is only applicable to Customers located in Australia. 
  3. Member Jungle reserves the right to increase the Fees by providing at least 30 days' prior notice before the date of the increase takes effect or the next payment due date, whichever is later.
  4. Should the Customer change the scope of the project after initial commencement, all Fees paid in advance are non-refundable, and any additional outstanding amounts will be payable. If the Customer wishes to proceed with a revised scope, a new package will be quoted in accordance with Member Jungle's current pricing structure.

 

4. Subscription & Set-Up Options

4.1 Subscription Packages and Fees

  1. The Customer must select a Subscription Package, which determines the level of Services and the applicable Subscription Fees, as specified in the Quote, or as amended by Member Jungle from time to time.
  2. The Subscription Start Date will depend on the Customer's selected Set-Up Option, as described in clause 4.2.
  3. For annual Subscriptions, the Customer must pay the Annual Subscription Fee for their selected Subscription Package upfront upon the Subscription Start Date. Subsequent Annual Subscription Fees are due on each anniversary of the Subscription Start Date.
  4. For monthly Subscriptions, the Customer must pay the first Monthly Subscription Fee for their selected Subscription Package upfront upon the Subscription Start Date. Subsequent Monthly Subscription Fees are due on each monthly anniversary of the Subscription Start Date.

4.2 Set-Up Options

  1. Upon Acceptance of the Quote, the Customer must select one of the following set-up options (each, a 'Set-Up Option'):
    1. an Onboarding Package; or
    2. one of the available Accelerator Packages.
  2. If the Onboarding Package is selected:
    1. the Customer must pay 100% of the Onboarding Package Fee upfront upon Acceptance; and
    2. Subscription Fees (Annual or Monthly, as applicable) will commence immediately from the date of Acceptance.
  3. If an Accelerator Package is selected:
    1. the Customer must pay 50% of the Accelerator Package Fee upon Acceptance; and
    2. the Customer must pay the remaining 50% on the earlier of:
      1. sixty (60) days after Acceptance; 
      2. completion by Member Jungle of its obligations under the selected Accelerator Package; or
      3. when the Customer is ready to launch the Customer Site.
    3. Subscription Fees will commence thirty (30) days after Acceptance. 
  4. Once a Set-Up Option has been selected and accepted, it cannot be changed or downgraded without Member Jungle's prior written consent. Any approved change may be subject to additional Fees as reasonably determined by Member Jungle.

 

5. Add -Ons

5.1 Add-Ons

Member Jungle may offer additional products, services or features to enhance the Customer's use of the Services (each an 'Add-On'), which may include but are not limited to:

  1. Custom Design;
  2. Additional Modules; and
  3. Import Packages.

5.2 Fees for Add-Ons – New Customers 

Where a Customer purchases an Add-On as part of their initial implementation of the Services:

  1. 50% of the Add-On Fee is payable upon Acceptance; and
  2. the remaining 50% of the Add-On Fee is payable upon the date specified in clause 4.2(c)(ii).

5.3 Fees for Add-Ons – Existing Customers

Where an existing Customer purchases an Add-On after their initial implementation:

  1. 100% of the Add-On Fee is payable upon the Customer's written agreement to the Add-On; and
  2. any associated Subscription Fees for that Add-On will be charged in accordance with clause 5.4.

5.4 Subscription Fees for Add-Ons

For Add-Ons that attract ongoing Subscription Fees (including Additional Modules and Import Packages):

  1. for monthly Subscriptions, the additional Subscription Fees will be added to the Customer's existing monthly billing cycle and commence from the next scheduled monthly payment date; and
  2. for annual Subscriptions, the additional Subscription Fees will be invoiced on a pro-rata basis for the remaining period up to the next annual renewal date, and thereafter incorporated into the Customer's Annual Subscription Fee.

5.5 Changes to Add-Ons

  1. The Customer may request to add, remove, upgrade or downgrade an Add-On at any time by providing written notice to Member Jungle. All such changes are subject to Member Jungle's approval and may require execution of a revised Quote or written confirmation from Member Jungle.
  2. Where a Customer upgrades an Add-On or purchases an additional Add-On:
    1. the applicable Add-On Fees and any associated Subscription Fees will apply from the date of acceptance of the revised Quote or written confirmation by Member Jungle; and
    2. payment terms for the new or upgraded Add-On will follow the payment schedule set out in clause 5.3.
  3. Where a Customer requests to downgrade or remove an Add-On:
    1.  the change will take effect from the next applicable billing cycle (for monthly Subscriptions) or on the next renewal date (for annual Subscriptions), unless otherwise agreed in writing;
    2. no refund or credit will be issued for any unused portion of Add-On Fees or Subscription Fees already paid, except where Member Jungle agrees otherwise in its sole discretion; and
    3.  the Customer acknowledges that certain Add-Ons may be integral to the functioning of the Services and may not be capable of removal without impacting other system functionality.
  4. Where a change to an Add-On affects the Customer's ongoing Subscription Fees:
    1. for monthly Subscriptions, the adjusted Subscription Fees will take effect on the next scheduled monthly payment date; and
    2. for annual Subscriptions, any adjustments will be calculated on a pro rata basis and invoiced immediately and reflected at the next renewal date, unless otherwise agreed in writing.
  5. Member Jungle may withdraw or discontinue an Add-On by providing the Customer with at least 30 days' prior written notice. In such case, any prepaid Add-On Fees will be refunded on a pro rata basis unless the withdrawal is due to the Customer's breach of this Agreement.

 

6. Site and Service Fees

  1. Site and service fees are charged on top of all online transactions made through the Customer's Site in accordance with the Customer's Subscription Package ("Site and Service Fees").
  2.  Member Jungle maintains a strict no refunds policy for all Site and Service Fees. In the event of any refund to a User, Member Jungle will retain any Site and Service Fees, and the collection, holding, or release of such fees will be a matter between the Customer and their Own Payment Gateway or MJ Payment Gateway. 
  3. Member Jungle reserves the right to decline the provision of technical support or disable access to the Services if the Customer has unpaid Fees, or other outstanding amounts.
  4. If the Customer does not have their Own Payment Gateway and the Customer uses the MJ Payment Gateway, the Member Jungle Merchant Agreement is incorporated into this Agreement. If the Customer uses the MJ Payment Gateway, they confirm they have read and understood the Member Jungle Merchant Agreement.

 

7. Late or Non-Payment

  1. If the Customer fails to make any payment by the due date stated in an invoice or otherwise under the Agreement, Member Jungle may, without limiting its other rights:
    1. charge interest on the overdue amount at 2% per annum above the Reserve Bank of Australia cash rate, calculated daily and compounding monthly until payment is made in full;
    2. require the Customer to pay in advance for any Services (or part of the Services) not yet performed; and/or
    3. suspend or withhold the provision of any Services (or part of the Services) until all outstanding amounts are paid.
  2. Member Jungle may also recover from the Customer all reasonable costs (including legal costs on an indemnity basis) incurred in recovering overdue amounts.
  3. Interest and recovery costs are payable immediately on demand.
  4. Member Jungle will not be liable for any loss, damage, or delay suffered by the Customer as a result of suspension or withholding of Services under this clause.

 

8. Use of the Services

8.1 Customer Responsibility

  1. All membership services, event tickets, and products offered through the Services are sold by the Customer, and the Customer is solely responsible for:
    1. the provision, quality, accuracy, and legality of those services or products; and
    2. any claims, disputes, or liabilities arising from their sale or use by Members.
  2. Member Jungle is not responsible for the fulfilment, quality, or legality of any items sold by the Customer. The Customer must ensure that their own terms and conditions, if any, are communicated to and agreed with end users prior to purchase.
  3. The Customer must comply with the Acceptable Use Policy, which is incorporated by reference into these Terms. Any breach of the Acceptable Use Policy may result in suspension or termination of the Services.
  4. The Customer acknowledges that any warranties or liability limitations relating to the Services are set out in clause 13.1 (Warranty) and clause 14 (Limitation of Liability).
  5. The Customer must keep their contact details up to date and notify Member Jungle of any changes. Member Jungle is not responsible for invoices, notices, or other communications sent to outdated or incorrect contact information.

8.2 Abandoned Project

  1. If the Customer fails to make contact regarding a working project (not a live website) for three (3) months or more, Member Jungle may classify the project as an "Abandoned Project."
  2. Abandoned Projects will be archived for six (6) months, after which they may be permanently deleted. Member Jungle will use reasonable efforts to notify the Customer prior to permanent deletion.
  3. Payments made for Abandoned Projects are non-refundable. All work completed by Member Jungle remains the property of Member Jungle.
  4. Any additional hours worked by Member Jungle beyond the initial deposit will be invoiced to the Customer upon classification as an Abandoned Project and are payable in accordance with clause 3.

 

9. Support Services

9.1 Provision of Support

  1. As part of the Services, Member Jungle provides technical support to Customers for issues directly related to the functionality and operation of the Services.
  2. Support is provided through Member Jungle's online support portal and during standard support hours as published from time to time.
  3. Member Jungle will use reasonable efforts to respond to support requests in a timely manner, taking into account the nature and urgency of the issue.

9.2 Scope of Support

  1. Support is limited to matters within Member Jungle's control and responsibility, and does not extend to:
    1. general business or IT consulting; or
    2. hardware, browser, internet connection, or email configuration issues outside the Services.
  2. Additional support, customisation or consulting beyond the scope of standard support may be subject to additional fees, as advised by Member Jungle prior to commencement.

9.3 Fair Use of Support

  1. Member Jungle aims to provide quality support to all Customers and relies on fair and reasonable use of its support resources.
  2. If a Customer engages in conduct that unreasonably impacts Member Jungle's ability to provide support to other Customers, including, but not limited to, excessive or repetitive requests outside the agreed scope, Member Jungle may:
    1. discuss alternative support arrangements with the Customer;
    2. apply reasonable limitations on support access; or
    3. charge additional Fees for continued support, with prior written notice.

9.4 Communication and Resolution

  1. Member Jungle will notify the Customer in writing before applying any restrictions or charges under this clause.
  2. The Customer may respond in writing within fourteen (14) days of such notice if they wish to discuss or dispute the proposed action. Any dispute will be resolved according to clause 16 (Dispute Resolution).

 

10. Term & Termination

10.1 Term

  1. This Agreement commences on Acceptance and remains in effect until terminated in accordance with this clause.
  2. Termination does not affect any rights or obligations accrued prior to termination, including payment obligations, indemnities, or liabilities. Certain provisions, including but not limited to Fees, Indemnities, Confidentiality, Intellectual Property, and Limitations of Liability, survive termination.

10.2 Termination by Member Jungle

  1. Member Jungle may terminate this Agreement immediately, without notice, if the Customer:
    1. breaches any applicable law of Australia or any State or Territory;
    2. engages in repudiatory conduct, including but not limited to:
      1. abusive, threatening, or harassing behaviour towards Member Jungle's employees, contractors, suppliers, agents, partners, or directors; or
      2. defamation of Member Jungle or its staff, agents, partners, or directors;
    3. materially breaches any provision of the Agreement and fails to remedy such breach within fourteen (14) days of written notice; or
    4. fails to pay any fees or charges owed to Member Jungle within the specified period.
  2. Member Jungle may suspend the Services immediately pending investigation of any alleged breach or repudiatory conduct.
  3. Termination under this clause is without prejudice to any rights, claims, or remedies available to Member Jungle, including compensation, damages, or indemnities.

10.3 Cancellation by Customer

  1. The Customer may cancel the Services by providing at least thirty (30) days' written notice to Member Jungle. Notice must be given by the account holder or an authorised representative, clearly stating:
    1. the Services to be cancelled; and
    2. the date on which cancellation is to take effect ("Cancellation Date").
  2. The Customer agrees to pay for:
    1. any unbilled Services provided up to the Cancellation Date; and
    2. any ongoing fees during the 30-day notice period if notice is not properly provided.
  3. Annual Subscription Fees are non-refundable, unless otherwise agreed by Member Jungle.
  4. The Customer is solely responsible for backing up any data or content stored on the Customer Site. After the Cancellation Date, Member Jungle may delete all data. Recovery may be impossible or incur substantial costs, which will be charged to the Customer if requested.

 

11. Intellectual Property

11.1 Member Jungle's Intellectual Property

  1. All rights, title and interest (including all Intellectual Property) in and to the Services, the Member Jungle Platform, the Member Jungle Website, the Customer Site, all Templates, Demo Content, documentation, source and object code, software, databases, APIs, algorithms, user interfaces, visual designs, graphics, logos, and any other materials created, supplied or developed by or on behalf of Member Jungle, are and remain the exclusive property of Member Jungle (and/or its licensors).
  2. Subject to full compliance with this Agreement and payment of all applicable Fees, Member Jungle grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Services and any Templates provided, solely for the Customer's internal business purposes and in connection with the operation of the Customer Site.
  3. This Agreement does not transfer or assign to the Customer any right, title or interest in or to Member Jungle's Intellectual Property. All rights not expressly granted are reserved to Member Jungle.
  4. The Customer must not (and must ensure that its employees, contractors and Members do not):
    1. copy, modify, adapt, translate, create derivative works from, reverse engineer, decompile or disassemble any part of the Services or Member Jungle materials;
    2. remove, obscure, or alter any copyright, trademark, or other proprietary rights notice; or
    3. use any Template, Demo Content or other Member Jungle Intellectual Property in any way that competes with or could reasonably be deemed to compete with the Services.

11.2 Demo Content and Templates

  1. Member Jungle may provide templates or other materials featuring demo content, including without limitation text, photos, images, graphics, audio and video (collectively, "Demo Content"), for illustrative purposes only. Unless expressly stated otherwise, Demo Content (or any portion of it) should not remain on the Customer Site or be distributed, publicly displayed, publicly performed or otherwise published.
  2. The Services may include social media, website or other templates (collectively, "Templates"), which include without limitation Demo Content, designs, layouts, elements, overlays and other creative assets. All Templates are owned by Member Jungle and are protected by applicable copyright and intellectual property laws.
  3. The Customer must not use any Template, in whole or part, in a manner that competes with or could be reasonably considered to compete with the Services.

11.3 Customer Content and Licence to Member Jungle

  1. The Customer retains ownership of all Intellectual Property rights in any content, data, text, images, video, or other materials uploaded or provided by the Customer or its Members through the Services ("Customer Content").
  2. The Customer grants Member Jungle a non-exclusive, worldwide, royalty-free, transferable, and sub-licensable licence to host, store, reproduce, modify, display, distribute, and otherwise use the Customer Content as necessary to:
    1. provide, maintain and improve the Services;
    2. perform administrative or technical functions (including backup, display optimisation, and security monitoring); and
    3. comply with applicable laws.
  3. The Customer warrants that it has all necessary rights, licences, and consents to provide the Customer Content and that Member Jungle's use of such content in accordance with this Agreement will not infringe any third-party rights.

11.4 Feedback and Moral Rights

  1. If the Customer provides Member Jungle with any feedback, comments, ideas, or suggestions relating to the Services ("Feedback"), the Customer acknowledges and agrees that such Feedback becomes the exclusive property of Member Jungle.
  2. The Customer irrevocably assigns all right, title and interest (including all Intellectual Property rights) in and to the Feedback to Member Jungle and waives any Moral Rights to the extent permitted by law.
  3. Member Jungle may use such Feedback for any purpose, including to improve or develop its products and services, without further permission or compensation to the Customer.

11.5 Branding 

  1. All webpages, communications, membership cards, tickets and emails from the Member Jungle software will: 
    1. display a link displaying 'Powered by Member Jungle' with a link to memberjungle.com any other Member Jungle owned website; 
    2. show the Member Jungle logo; 
    3. have a link to Member Jungle terms and conditions and 
    4. other appropriate content to cover Member Jungles rights.

11.6 Beta Features

From time to time, Member Jungle may release beta or early-access features marked as "Beta", "Preview", or similar. Such features are experimental and may be incomplete, less reliable, or changed or discontinued at any time. The Customer acknowledges and agrees to use Beta features at its own risk.

11.7 Customer Intellectual Property Indemnity

The Customer indemnifies and must keep indemnified Member Jungle, its officers, employees and agents against all losses, claims, demands, damages, liabilities, costs (including legal costs on a full indemnity basis), and expenses arising out of or in connection with:

  1. any claim that the Customer Content infringes the Intellectual Property or other rights of any third party; or
  2. any breach by the Customer of this clause.

 

12. Confidential Information

12.1 Use and Disclosure

Each Party may use and disclose the other party's Confidential Information solely to the extent necessary to perform its obligations under this Agreement, including the provision of the Services and development or operation of the Customer Site.

12.2 Protection of Confidential Information

Each Party must:

  1. not use, and ensure its employees, officers, contractors and agents do not use, any Confidential Information of the other party for any purpose other than as permitted under this Agreement;
  2. take all reasonable steps (at least equivalent to those it takes to protect its own confidential information) to maintain the confidentiality of the other party's Confidential Information, including appropriate physical, electronic and procedural safeguards;
  3. not disclose any Confidential Information of the other party except to those of its personnel who need access for the purpose of performing this Agreement and who are bound by obligations of confidentiality at least as stringent as those set out in this clause; and
  4. on termination or expiry of this Agreement, or upon written request, promptly return or destroy all materials containing or referring to the other party's Confidential Information, except to the extent retention is required by law or for legitimate internal record-keeping purposes.

12.3 Compelled Disclosure

A Party may disclose the other party's Confidential Information if legally required to do so by a court, regulatory authority or other competent body, provided that (to the extent legally permitted) it gives prompt written notice to the other party and uses all reasonable efforts to ensure that such disclosure is accorded confidential treatment.

12.4 Exclusions

Confidential Information does not include information that the receiving party can demonstrate:

  1. is or becomes publicly available through no fault or breach by the receiving party;
  2. was lawfully known to the receiving party prior to disclosure;
  3. is independently developed by the receiving party without use of or reference to the other party's Confidential Information; or
  4. is lawfully obtained from a third party without restriction on disclosure.

12.5 Injunctive Relief

Each party acknowledges that unauthorised use or disclosure of the other party's Confidential Information may cause irreparable harm for which monetary damages may be inadequate, and that the disclosing party is entitled to seek injunctive or equitable relief to prevent or restrain any such breach, in addition to any other remedies available at law or in equity.

 

13. Warranties & Indemnity

13.1 Warranty

  1. Except as expressly stated in this Agreement, Member Jungle excludes all warranties, whether express, implied or statutory, to the fullest extent permitted by law.
  2. Where any warranty is implied by law and cannot be excluded, Member Jungle's liability is limited (at its option) to:
    1. re-supplying the Services; or
    2. paying the cost of having the Services re-supplied.
  3. Member Jungle makes no warranty or representation regarding:
    1. the accuracy, completeness, or reliability of any information, content, or materials provided through the Services or support channels;
    2. any third-party company, individual, website, or organisation mentioned on the Customer's Site or linked from it; or
    3. the Customer's provision of goods or services through the Customer Site.
  4. The Services (including the Customer Site) are provided on an "as is" and "as available" basis.
  5. To the maximum extent permitted by law, all warranties of merchantability, fitness for a particular purpose, and non-infringement are expressly excluded.

13.2 Indemnity 

  1. The Customer indemnifies and holds harmless Member Jungle from and against all claims, demands, losses, damages, liabilities, costs and expenses (including legal costs on a full indemnity basis) arising out of or in connection with:
    1. the Customer's use of the Services or the Customer Site;
    2. any act or omission by the Customer or any person using the Customer Site;
    3. the transmission or propagation of any illegal, fraudulent, or offensive material; or
    4. any actual or alleged infringement of intellectual property or other rights of a third party.

 

14. Limitation of Liability

  1. To the fullest extent permitted by law, Member Jungle excludes all liability for:
    1. information accessed through or contained on the Customer Site;
    2. any disclosure of confidential information occurring through the Services or internet; and
    3. any damage suffered as a result of exposure to security risks, unauthorised access, or other potential dangers inherent in internet use.
  2. The Customer acknowledges that they are responsible for any damage or loss caused by any breach of this Agreement by them or any person using the Customer Site.
  3. Member Jungle is not liable to the Customer or any user of the Customer Site for any direct, indirect, incidental, special, or consequential loss or damage (including loss or corruption of data, loss of profits, goodwill, business, or anticipated savings) arising out of or in connection with:
    1. the Customer's use of or inability to use the Services; or
    2. any products or services offered, sold, or provided by the Customer.

 

15. Privacy

15.1 Privacy Policy

By using the Services, you confirm that you have read and understood our Member Jungle Privacy Policy. 

15.2 Data Processing Addendum

If the Customer is located in either the United Kingdom or in Europe, the UK Data Processing Addendum or EU Data Processing Addendum respectively, will apply to those Customers and form part of the Agreement.

 

16. Dispute Resolution

16.1 Parties must comply with dispute resolution provisions before litigation or arbitration

  1. Subject to clause 16.1(b) and clause 16.1(c), a party must not commence litigation, court proceedings, tribunal proceedings or arbitration relating to a dispute, controversy or claim relating to or arising out of or under or in connection with this agreement (including any dispute regarding its interpretation, existence, validity or termination) ('Dispute') without first complying with this clause in relation to that Dispute.
  2. Clause 16.1(a) does not prevent a party from seeking urgent injunctive relief or urgent interlocutory relief provided that:
    1. the party seeks relief in an Australian court of competent jurisdiction; and
    2. failure to obtain such relief would cause irreparable damage to that party.
  3. Without limiting clause 16.1(b), clause 16.1(a) does not apply to a party in relation to a Dispute if:
    1. another party is in breach of its obligations under this clause in relation to that Dispute; or
    2. that Dispute relates to compliance or non-compliance with this clause.

16.2 Dispute Notice

  1. A party claiming that a Dispute has arisen must give written notice ('Dispute Notice') to each other party to the Dispute (each party to the Dispute being a 'Dispute Party').
  2. A Dispute Party that gives a Dispute Notice in relation to a Dispute must ensure that the Dispute Notice:
    1. sets out in detail the nature and subject matter of that Dispute and the outcome which that Dispute Party seeks in relation to that Dispute; and
    2. designates a person with authority to settle that Dispute as that Dispute Party's representative for the purposes of this clause.

16.3 Resolving Disputes by negotiation

  1. Promptly after a Dispute Party has given a Dispute Notice in relation to a Dispute to each other Dispute Party under clause 16.2, each Dispute Party must use its reasonable endeavours to resolve that Dispute through mutual discussion and negotiation between the Dispute Parties
  2. If within ten (10) Business Days after each Dispute Party has received the Dispute Notice in relation to a Dispute or such longer period agreed by each Dispute Party in writing ('Negotiation Period'), the Dispute Parties have not either:
    1. resolved that Dispute; or
    2. agreed in writing an alternative dispute resolution process to resolve that Dispute, including:
      1. a timetable for that process;
      2. the identity of an independent person to conduct that process; and
      3. how the Dispute Parties will bear the costs of conducting that process,
      4. then clause 16.4 applies.

16.4 Resolving Disputes by conciliation where negotiation fails

  1. If this clause 16.4 applies in relation to a Dispute, then within ten (10) Business Days after the end of the Negotiation Period (Referral Period) for that Dispute, the Dispute Parties must refer that Dispute to conciliation to be conducted by a conciliator:
    1.  agreed by the Dispute Parties; or
    2. If the Dispute Parties do not agree on a conciliator by the end of the Referral Period, appointed by Resolution Institute (or the chair or other representative of that organisation); and
    3. in accordance with the Resolution Institute Conciliation Rules applicable at the time of the referral.
  2. The role of the conciliator in relation to a Dispute is to assist the Dispute Parties to negotiate a resolution of the Dispute. A decision or determination by the conciliator in relation to a Dispute is not binding on any Dispute Party, except to the extent that the Dispute Party agrees in writing to be bound.
  3. The Dispute Parties agree that the conciliation of a Dispute must:
    1. take place in Newcastle, Australia (or such other location agreed by the Dispute Parties in writing) or using technology which gives each Dispute Party a reasonable opportunity to participate;
    2. be commenced within ten (10) Business Days after the appointment of the conciliator (or such longer period specified by the conciliator); and
    3. continue for no longer than two (2) Business Days (unless the conciliator recommends a longer period).

16.5 Costs of resolving Disputes

  1. Each Dispute Party must bear its own costs of resolving a Dispute in accordance with this clause.
  2.  If a conciliator is appointed under clause 16.4 then the Dispute Parties must bear the costs of the conciliator (including any venue hire fees) equally between them.

16.6 Disclosure of information

Any submissions, information or documents disclosed by a Dispute Party under this clause or in connection with a Dispute:

  1. must be kept confidential in accordance with clause 12;
  2. will not constitute an admission or waiver of rights; and
  3. may not be used for any purpose except to resolve the Dispute in accordance with this clause.

16.7 Obligation of good faith

Each Dispute party must act reasonably and in good faith in relation to any Dispute and in seeking to resolve a Dispute under this clause.

16.8 Continuing obligations

Each Dispute Party must continue to perform its obligations under this agreement while any Dispute is being resolved in accordance with this clause, except to the extent that the Dispute directly relates to those obligations or to a matter which necessarily must be determined before those obligations can be performed. Where the Dispute relates to an obligation of a party under this agreement to pay money, that party must pay any undisputed amount in accordance with this agreement.

16.9 Commencing proceedings if no resolution by conciliation

If, in relation to a Dispute:

  1. a Dispute Party has complied with its obligations under this clause; and
  2. the Dispute has not been resolved within 25 Business Days after the end of the Negotiation Period for that Dispute,

then that Dispute Party may:

  1. terminate the dispute resolution process by written notice to each other Dispute Party; and
  2. take any action it considers appropriate in relation to that Dispute (including commencing litigation, court proceedings, tribunal proceedings or arbitration, seeking any other relief or taking any other action).

 

17. Internal Customer Disputes

17.1 No Mediation or Arbitration 

The Customer acknowledges and agrees that Member Jungle is a service provider and not a mediator, arbitrator, or judge in relation to any internal disputes that may arise within the Customer's organisation, including but not limited to disputes between committee members, directors, employees, or members regarding the control, ownership, or administrative access to the Services.

17.2 Internal Resolution First 

In the event of an internal dispute regarding administrative access or control of the Customer Site, the parties to the dispute must first attempt to resolve the matter internally with the individuals who currently hold administrative access. Member Jungle will not manually override access permissions at the request of a third party without the express consent of the current Account Owner or as required under clause 17.4.

17.3 Right to Suspend (Freeze) Access 

Where Member Jungle becomes aware of a bona fide dispute regarding the authority or control of a Customer account, Member Jungle reserves the right, in its sole discretion and without liability to the Customer, to: 

  1. suspend or "freeze" all administrative accounts and access to the Services; and 
  2. cease following any instructions regarding the account, until such time as the dispute is resolved to Member Jungle's satisfaction.

17.4 Requirements for Intervention

 Member Jungle will only intervene to change administrative access or transfer account ownership in the event of a dispute if the requesting party provides: 

  1. a certified copy of a final judgment or order from a court or tribunal of competent jurisdiction; or 
  2. a current official register or notice from a relevant government regulatory body (for example, NSW Fair Trading or equivalent) clearly listing the individuals authorised to act on behalf of the Customer; and 
  3. minutes of an Annual General Meeting (AGM) or Special General Meeting (SGM) verifying the appointment of the new authorised parties, provided on the Customer's official letterhead and signed by the presiding Chairperson or Secretary.

17.5 Indemnity for Intervention

The Customer agrees to indemnify and hold Member Jungle harmless against any claims, costs, or liabilities arising from Member Jungle acting in accordance with documentation provided under clause 17.4 or for the suspension of the Services under clause 17.3.

 

18. General

18.1 Force Majeure

  1. Neither Party has any liability under or may be deemed to be in breach of this agreement for any delays or failures in performance of this agreement which result from a Force Majeure Event.
  2. The Party affected by these circumstances must promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.
  3. If such circumstances continue for a continuous period of more than six (6) months, either Party may terminate this agreement by written notice to the other Party.

18.2 Entire agreements

This agreement contains the entire agreement between the parties as to its subject matter and may only be amended in writing signed by all parties.

18.3 Modifications

We may modify this Agreement, including price changes, at any time by posting the updated version on our site. If a modification meaningfully reduces your rights, we will provide you with prior notice and designate a reasonable period after which the new terms will take effect. Modifications will not apply retroactively. By continuing to use the Services after the modifications take effect, you agree to be bound by the updated Agreement. If you disagree with the changes, you must stop using the Services and cancel them in accordance with clause 10.3. (For clarity, any claims or disputes filed under this Agreement will be resolved according to clause 16 (Dispute Resolution) in effect at the time the claim or dispute is filed.)

18.4 No assignment

A party must not assign any of its rights or obligations under this agreement without the other party's prior written consent.

18.5 No waiver

No delay or indulgence by a party in enforcing this agreement will prejudice or restrict the rights of that party, nor will a waiver of those rights operate as a waiver of a subsequent breach.

18.6 No relationship

Nothing in this agreement may be construed as creating a relationship of partnership, joint venture, employment, principal and agent or trustee and beneficiary.

18.7 Parties must do all things and sign all documents

A party, at the request of another party, must do all things and sign all documents necessary to give effect to this agreement.

18.8 Severability

If any provision of this agreement is or becomes invalid or unenforceable, then, if the provision can be read down to make it valid and enforceable without materially changing its effect, it must be read down, and otherwise the offending provision must be severed and the remaining provisions will operate as if the provision had not been included.

18.9 Jurisdiction

This agreement is governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of that state.

18.10 Authority of parties

Each signatory to this agreement warrants that the signatory has authority to bind the party that the signatory is stated to represent.