Terms & Conditions

Association Engine
Terms & Conditions

Please review these Terms of Service carefully before creating an account or accessing any part of the Association Engine platform.

Last Updated: August 13, 2026

Important Notice: Dispute Resolution, Arbitration, and Class Proceedings

THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW DISPUTES BETWEEN YOU AND ASSOCIATION ENGINE WILL BE RESOLVED, INCLUDING ARBITRATION AND LIMITATIONS ON CLASS OR REPRESENTATIVE PROCEEDINGS, TO THE EXTENT PERMITTED BY APPLICABLE LAW. THESE PROVISIONS MAY AFFECT YOUR LEGAL RIGHTS. PLEASE REVIEW THIS AGREEMENT IN ITS ENTIRETY, INCLUDING SECTION 15 (“GOVERNING LAW AND DISPUTE RESOLUTION”), BEFORE USING THE PLATFORM OR SERVICES.

Acceptance of Terms

These Terms of Use (“Agreement” or “Terms”) govern your access to and use of the Association Engine platform and related services provided by Metrix Marketing under the Association Engine brand (“Association Engine,” “we,” “us,” or “our”). This includes your subscription to and use of our software platform (“Platform”), on-demand marketing services (“Services”), prebuilt systems (“Websites”), and any other content, tools, features, or integrations provided by Association Engine (collectively, the “System”).

By registering for an account, accessing or using the Platform, submitting a task request, or engaging with any Association Engine Services, you agree to be bound by these Terms. If you are using Association Engine on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement, and “you” or “Client” shall refer to that entity.

You further represent and warrant that:

You are of legal age to form a binding contract;
The information you provide to Association Engine is true, accurate, and complete;
You have read and understood this Agreement and agree to comply with it fully.

Certain components of the Platform may include or rely on third-party software or “open source” libraries governed by their own license terms. Your use of such components will be subject to those separate terms, not these Terms.

This Agreement incorporates by reference our:

Privacy Policy,
Data Processing Agreement (DPA), and
Affiliate Agreement, where applicable.

Use of Platform and Services

The Platform and Services are offered exclusively for business, commercial, organizational, and professional purposes and are not intended for personal, family, or household use. You acknowledge that Association Engine does not act as your employee, agent, or legal representative, and is not responsible for your customer relationships or outcomes resulting from your use of the Platform or Services. You are solely responsible for managing your own customers, data practices, and compliance obligations.

If you use the Platform to facilitate interactions with your own clients, leads, or users, it is your responsibility to implement your own terms of service and privacy policies to govern those relationships. Association Engine is not liable for any claims, losses, disputes, or damages arising from those third-party relationships.

We recommend that you consult legal counsel to ensure that your use of Association Engine complies with all applicable laws, industry regulations, and the provisions of this Agreement.

Definitions

As used in this Agreement, the following terms have the meanings set forth below:

Association Engine Marks means the Association Engine brand name, logos, designs, and related marks owned or controlled by Association Engine or Metrix Marketing.
Association Engine Team means Association Engine’s employees, contractors, consultants, specialists, and services providers involved in providing the Platform or Services.
Client, you, or your means the individual, business, organization, or other legal entity that accepts these Terms, purchases a Subscription Plan, or engages Association Engine for Services.
Communication Surcharges means any fees or charges passed through from telecommunications providers (e.g., SMS gateways, voice providers, etc.) associated with your use of communication tools within the Platform.
Competitor means any person or entity that develops, markets, licenses, sells, or provides software or services that materially compete with the Platform or Services, including association management, membership management, community management, CRM, marketing automation, or substantially similar platforms.
Content means any materials you submit to Association Engine, including but not limited to files, videos, graphics, data, customer lists, instructions, or other assets.
Deliverables means any files, campaigns, reports, designs, workflows, emails, landing pages, written content, or other work output created by Association Engine for the Client.
Feedback means any suggestions, ideas, recommendations, or other input you provide to Association Engine regarding potential improvements to the Platform or Services.
Fees means all charges payable by you for access to the Platform, use of Services, purchase of add-ons, or related activities.
Information refers to any business, user, or customer data submitted by or collected from you in connection with Platform use, including but not limited to analytics, lead data, profile data, or CRM records.
Login Credentials means any username, password, API key, or token that grants access to the Platform or to third-party integrations authorized within the Platform.
Materials means all Client-owned intellectual property provided to Association Engine for use within the Platform or Services, including trademarks, copyrighted materials, branding, and proprietary content.
Platform means the Association Engine software platform and technology ecosystem, including its membership management, CRM, automation, communications, events, education, revenue, marketing, reporting, website, community, workflow, and other features, tools, integrations, and modules made available by Association Engine from time to time.
Platform Account means the registered account you or your business create to access and manage use of the Platform.
Platform Content means the text, images, videos, software, designs, code, databases, and other content made available by Association Engine for use inside the Platform, excluding User Contributions.
Services means any professional, managed, creative, technical, marketing, consulting, implementation, website, content, advertising, automation, grant, strategy, configuration, support, or other services performed or arranged by Association Engine, whether provided as part of a Subscription Plan, Statement of Work, order, add-on, or separate engagement.
Statement of Work (SOW) refers to a separate written agreement outlining the scope, pricing, and details of any non-subscription project-based Service engagement.
Sub-Account means a separate business instance operating under a primary Platform Account.
Subscription Plan refers to any recurring paid access to Association Engine or a defined engagement with usage-based billing.
Third-Party Content means any materials, offers, or content presented by third parties within or linked to from the Platform.
Third-Party Services means external websites, tools, or platforms integrated with the Platform, including but not limited to LeadConnector, Google, Meta, or apps from the Association Engine Marketplace.
Training refers to any onboarding materials, guides, tutorials, or instructional content provided by Association Engine to help Clients understand and utilize the Platform.
User means any individual authorized by the Client to access or use the Platform, including Administrators and Sub-Account holders.
User Contributions means content or materials uploaded, published, or transmitted by you or your Users on or through the Platform.
Work Product means the completed outcome of any Service, including but not limited to digital assets, configured systems, written materials, and campaign components delivered to the Client.

1. Use of Platform and Services

1.1 Eligibility and Access Restrictions

You must be at least 18 years old and legally capable of entering into a binding agreement to use the Platform or Services. The Platform and Services are offered exclusively for business, commercial, organizational, and professional purposes and are not intended for personal, family, or household use.

By creating a Platform Account, purchasing a Subscription Plan, requesting Services, or accessing any portion of the System, you represent and warrant that you meet these requirements and, where acting on behalf of an organization, that you have authority to bind that organization to these Terms.

You may not access or use the Platform if you are a Competitor of Association Engine, or for the purpose of evaluating, monitoring, benchmarking, copying, reverse-engineering, or developing any product or service that competes with the Platform or Services, except where such restriction is prohibited by applicable law.

1.2 Platform Account Ownership

When registering for a Platform Account, you must provide complete, current, and accurate information and keep that information current.

Where a Platform Account is created or used on behalf of a business or organization, that business or organization is the owner of the Platform Account, regardless of which individual created or administers the account.

If multiple parties claim ownership or control of a Platform Account, Association Engine may temporarily restrict or suspend access while the dispute is resolved. Association Engine may require documentation reasonably necessary to establish ownership or authority and may rely on corporate records, payment records, written authorization, court orders, or other reasonably reliable evidence.

Platform Accounts may not be sold, assigned, or transferred without Association Engine’s prior written consent.

1.3 Authorized Use and Client Responsibilities

You may use the Platform and Services only for lawful business purposes and in accordance with these Terms, your Subscription Plan, any applicable Statement of Work or Order Form, and applicable law.

You are responsible for:

all activity conducted through your Platform Account and by your Users;
ensuring your Users comply with these Terms and applicable law;
determining which Users are authorized to access your Platform Account and the permissions granted to them;
obtaining all permissions, consents, licenses, notices, and other legal rights necessary for Association Engine to receive, process, store, transmit, or otherwise use Client Data as required to provide the Platform and Services;
ensuring that your collection, use, disclosure, and transmission of personal information and other data through the Platform is lawful; and
maintaining appropriate terms, privacy notices, consent mechanisms, and other policies governing your relationships with your members, customers, prospects, website visitors, donors, sponsors, event attendees, and other individuals where required by applicable law.

You may not:

misrepresent your relationship with Association Engine or the nature or capabilities of the Platform or Services;
provide unauthorized access to the Platform, including access by a Competitor;
copy, reproduce, reverse-engineer, decompile, disassemble, or attempt to derive the source code or underlying structure of the Platform, except to the extent such restriction is prohibited by applicable law;
modify, translate, sublicense, sell, resell, lease, distribute, or create derivative works from the Platform except as expressly authorized by Association Engine;
remove, obscure, or alter proprietary notices, trademarks, copyright notices, or other ownership markings; or
use the Platform or Services for unlawful, fraudulent, deceptive, abusive, or unauthorized purposes.

You agree to reasonably cooperate with Association Engine regarding lawful requests from regulatory authorities, telecommunications providers, technology providers, or other parties involved in delivering the Platform where the request relates to your use of the System.

1.4 Legal and Regulatory Compliance

You are responsible for determining and complying with the laws and regulations applicable to your organization, industry, data, communications, campaigns, and use of the Platform and Services.

Depending on your location and activities, these requirements may include privacy and data protection laws, electronic communications and anti-spam laws, telemarketing rules, advertising and marketing regulations, accessibility requirements, intellectual property laws, consumer protection laws, and industry-specific requirements.

Association Engine does not provide legal, tax, accounting, regulatory, or compliance advice. The availability of a feature or functionality within the Platform does not mean that use of that feature is lawful or compliant in every jurisdiction or for every purpose.

Unless expressly agreed in writing, Association Engine does not represent or warrant that the Platform or Services satisfy requirements applicable to regulated information or industries, including requirements under HIPAA, GLBA, PCI DSS, or comparable regulatory or industry frameworks.

1.5 Privacy, Personal Information, and Client Data

Association Engine will collect, use, disclose, process, and protect personal information in accordance with its Privacy Policy, applicable agreements, and applicable privacy and data protection laws.

Where you provide personal information or other Client Data to Association Engine, you represent and warrant that you have the lawful authority to collect, use, disclose, and provide that information for the purposes for which the Platform and Services will process it.

You are responsible for:

providing all notices and obtaining all consents or other lawful authority required for your collection, use, disclosure, transmission, and processing of personal information;
maintaining a privacy policy and other notices appropriate to your activities and legal obligations;
responding to requests from individuals concerning personal information for which you are responsible;
ensuring that Client Data submitted to the Platform has been collected lawfully; and
complying with applicable privacy and data protection legislation, including, where applicable, the Personal Information Protection and Electronic Documents Act (“PIPEDA”), applicable provincial privacy legislation in Canada, and applicable United States and international privacy laws.

Where Association Engine processes personal information on your behalf, additional terms may apply under Association Engine’s Data Processing Agreement.

You may not obtain, upload, purchase, resell, disclose, or use third-party data through the Platform in violation of applicable law or the terms governing the applicable data source.

1.6 Login Credentials and Account Security

You are responsible for maintaining the confidentiality and security of your Login Credentials and Platform Account and for all activity occurring through credentials issued to your Users.

You agree to:

use reasonable security measures to protect Login Credentials;
restrict Platform access to authorized Users;
promptly remove access for Users who are no longer authorized;
notify Association Engine promptly if you become aware of suspected unauthorized access, compromised credentials, or a security incident affecting your Platform Account; and
provide reasonable cooperation in investigating security incidents associated with your account.

You authorize Association Engine and its authorized service providers to access your Platform Account when reasonably necessary to provide support, maintain or secure the Platform, investigate suspected misuse, perform Services requested by you, or comply with applicable law.

Association Engine may temporarily disable Login Credentials or restrict access where reasonably necessary to protect the Platform, Client Data, other users, or Association Engine from suspected fraud, misuse, unauthorized access, security threats, or violations of these Terms.

1.7 Communications Features

The Platform may provide functionality for email, SMS, MMS, telephone, voicemail, automated communications, and other electronic messaging.

You are responsible for ensuring that all communications sent or initiated through your Platform Account comply with applicable laws and regulations. Depending on the recipient and jurisdiction, these may include Canada’s Anti-Spam Legislation (“CASL”), Canadian telemarketing and National Do Not Call List requirements, the U.S. Telephone Consumer Protection Act (“TCPA”), CAN-SPAM Act, Do Not Call requirements, and other applicable communications, privacy, and marketing laws.

You are responsible for:

obtaining and documenting any consent required before sending communications;
maintaining records of consent where required;
accurately identifying the sender of communications;
providing required contact information and unsubscribe mechanisms;
promptly honouring unsubscribe, opt-out, and withdrawal-of-consent requests;
complying with applicable calling-hour, identification, and Do Not Call requirements; and
ensuring that contact information, recipient lists, and communication campaigns used through the Platform were obtained and are used lawfully.

You acknowledge that communications may be transmitted through third-party telecommunications and technology providers. Association Engine may impose Communication Surcharges, usage charges, carrier fees, registration fees, or other pass-through charges associated with these services.

Association Engine may restrict or suspend communications functionality where necessary to address suspected spam, abuse, excessive complaint rates, carrier requirements, regulatory concerns, or violations of these Terms.

1.8 Third-Party Services and Integrations

The Platform may allow you to connect to or use Third-Party Services.

Your use of Third-Party Services may be governed by separate agreements between you and the applicable provider. You are responsible for reviewing and complying with those terms.

Where you authorize an integration, you authorize Association Engine and its service providers to exchange Client Data with the applicable Third-Party Service to the extent reasonably necessary to provide the requested functionality.

You represent and warrant that you have all rights, permissions, and consents necessary to authorize such access and data exchange.

Association Engine may assist with selecting, configuring, connecting, or implementing Third-Party Services as part of the Services. Unless expressly stated otherwise in writing, Association Engine does not control and is not responsible for:

the availability, functionality, security, policies, or performance of Third-Party Services;
modifications or discontinuation of Third-Party Services;
loss, alteration, disclosure, or processing of data by a third-party provider;
outages or service interruptions caused by third parties; or
your compliance obligations arising from your use of a Third-Party Service.

Association Engine may add, replace, modify, or discontinue integrations from time to time, including where a third-party provider changes its technology, pricing, policies, access requirements, or availability.

If your Platform Account is suspended, cancelled, or deleted, certain Third-Party Services or associated assets, including telephone numbers, messaging registrations, domains, email services, integrations, or other resources, may become unavailable or may not be recoverable.

Where Association Engine continues to incur third-party costs for resources associated with a suspended or inactive account, Association Engine may charge applicable fees or, after reasonable notice where practicable, release or discontinue those resources.

1.9 Third-Party Content

The Platform may display, provide access to, or link to Third-Party Content.

Association Engine does not control or guarantee the accuracy, completeness, legality, availability, or usefulness of Third-Party Content. Statements, recommendations, offers, and opinions contained in Third-Party Content are those of the applicable third party.

Your access to or reliance upon Third-Party Content is at your discretion, and you are responsible for determining whether your use of that content complies with applicable law and any third-party terms.

1.10 Usage Limits, Excessive Use, and Trials

Subscription Plans may be subject to usage limits, technical limits, fair-use restrictions, or usage-based charges as described in the applicable plan, Order Form, pricing information, or documentation.

Association Engine may take reasonable measures where use of the Platform or Services materially exceeds applicable limits, interferes with Platform performance, creates security or operational risks, results in disproportionate third-party or operational costs, or constitutes abusive use.

Such measures may include:

notifying you of excessive or abnormal usage;
applying applicable usage-based or third-party charges;
requiring an upgrade to an appropriate Subscription Plan;
limiting or throttling affected functionality; or
suspending or terminating access in accordance with these Terms.

Any free trial, promotional access, credit, or introductory offer is subject to the eligibility requirements and limitations stated with that offer. You may not create multiple accounts, provide false information, or otherwise circumvent trial or promotional restrictions to avoid applicable Fees.

Association Engine may revoke trial or promotional access where it reasonably determines that the offer has been abused.

1.11 Platform Updates

Association Engine may update, modify, improve, replace, suspend, or discontinue any portion of the Platform or Services from time to time. This may include changes to features, functionality, workflows, interfaces, integrations, technical requirements, or third-party services.

Certain changes may be required due to security, legal or regulatory requirements, technology updates, third-party provider changes, or changes to the products and services offered by Association Engine.

You acknowledge that your purchase, subscription, or use of the Platform or Services is not contingent upon the continued availability of any particular feature, functionality, integration, or future product development, including any roadmap item or planned functionality discussed during demonstrations, onboarding, sales conversations, or Services delivery.

Association Engine does not guarantee that any proposed, planned, beta, preview, or future feature will be released or made generally available.

Where a material change substantially affects the core functionality of a paid Subscription Plan, Association Engine will provide reasonable notice where practicable.

1.12 Sanctions & Export Controls

If you are located in a jurisdiction where use of the Platform or Services is prohibited by applicable law, or if you are a sanctioned, designated, or restricted person or entity, you are prohibited from using the Platform or Services.

Association Engine makes no representation that materials on the Platform or delivered through the Services are appropriate or available for use in locations outside of Canada or the United States. Those who choose to access the Platform or request Services from other locations do so on their own initiative and are responsible for compliance with all applicable laws in their jurisdiction, including laws relating to taxation, sanctions, trade controls, and the purchase or use of products and services over the Internet.

You agree to comply with all applicable economic sanctions, trade sanctions, export controls, import controls, and related laws, rules, and regulations of Canada, the United States, and any other jurisdiction applicable to you or your use of the Platform or Services (“Trade Control Laws”).

These laws include, where applicable, Canadian sanctions and trade-control measures administered or enforced under the Special Economic Measures Act, the United Nations Act, the Justice for Victims of Corrupt Foreign Officials Act, the Export and Import Permits Act, and related regulations, orders, permits, and controls, as well as applicable regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”).

By using the Platform or engaging with the Services, you agree not to use, export, re-export, import, sell, release, transfer, provide, or otherwise make available the Platform, Services, or any related software, technology, deliverables, data, or content in violation of applicable Trade Control Laws.

Without limiting the foregoing, you may not provide access to or use the Platform or Services:

in or for the benefit of any country, territory, region, person, or entity where such access, use, provision, or transaction is prohibited or restricted under applicable Trade Control Laws;
by, for, or on behalf of any person or entity identified on an applicable Canadian, United States, United Nations, or other legally applicable sanctions or restricted-party list; or
for any end use prohibited by applicable Trade Control Laws.

You represent, warrant, and covenant that:

You are not a person or entity with whom Association Engine is prohibited from dealing under applicable Trade Control Laws;
You are not owned or controlled by, or acting on behalf of, a person or entity with whom Association Engine is prohibited from dealing;
You will not access, use, transfer, provide, or make the Platform or Services available in violation of applicable Trade Control Laws;
You will not permit your users to access or use the Platform or Services in violation of applicable Trade Control Laws;
Your use of the Platform, Services, user data, and content will comply with applicable restrictions concerning export, re-export, disclosure, transfer, or transmission; and
You will comply with all applicable laws governing the transmission or transfer of technical data, software, technology, and other controlled information.

You further agree that you will not use the Platform or Services to disclose, transfer, download, export, re-export, provide, or otherwise make available, directly or indirectly, any user data, content, software, technology, or Services to any jurisdiction, person, entity, or other party that is prohibited or restricted from receiving them under applicable Trade Control Laws.

The Platform and Services may not be available in all jurisdictions. Any offer for products, Services, or information made in connection with the Platform or Services is void where prohibited by applicable law.

Association Engine reserves the right to restrict, suspend, or terminate access to the Platform or Services where Association Engine reasonably determines that a user, account, transaction, jurisdiction, or use may violate applicable Trade Control Laws or expose Association Engine to sanctions, export-control, or other legal or regulatory risk.

1.13 Artificial Intelligence Features

The Platform and Services may include features that use artificial intelligence, machine learning, generative AI, or similar technologies (“AI Features”). AI Features may include content generation, communication assistance, recommendations, summaries, automation assistance, conversational tools, voice functionality, data analysis, and other AI-assisted capabilities.

You are responsible for determining whether your use of AI Features is appropriate and lawful for your organization, industry, users, and jurisdiction.

You acknowledge that AI-generated or AI-assisted output may contain errors, inaccuracies, omissions, or inappropriate content and should not be relied upon without appropriate human review. You are responsible for reviewing, verifying, editing, and approving AI-generated output before using, publishing, distributing, or relying upon it.

You must not submit information to an AI Feature unless you have the necessary rights and lawful authority to use and process that information for the applicable purpose.

You may not use AI Features:

in violation of applicable law or the rights of another person;
to impersonate another person without lawful authorization;
to generate or distribute fraudulent, deceptive, defamatory, infringing, discriminatory, or unlawful content;
to make decisions requiring professional judgment or legally required human review without appropriate oversight; or
for any purpose prohibited by Association Engine’s applicable acceptable use policies.

Certain AI Features may be provided by Third-Party Services. Your use of those features may therefore involve the processing or transmission of data by third-party AI providers in accordance with applicable agreements and Association Engine’s Privacy Policy and Data Processing Agreement.

Association Engine does not warrant that AI-generated output will be accurate, complete, unique, error-free, or suitable for any particular purpose.

You remain responsible for your use of AI Features and any content, communications, decisions, campaigns, workflows, or other activities created or performed using AI-generated or AI-assisted output.

1.14 Domain Names

Association Engine may assist you with purchasing, registering, configuring, connecting, transferring, renewing, or managing domain names as part of the Platform or Services.

Unless otherwise disclosed or agreed, domain names acquired specifically for you and paid for by you are intended to be held for your benefit. Association Engine may register or administer a domain through its own account or through a Third-Party Service where reasonably necessary to provide the Services.

You are responsible for ensuring that any domain name you request, register, or use does not infringe the trademark, intellectual property, privacy, publicity, or other rights of any third party and complies with applicable law and domain-registration requirements.

Upon termination of applicable Services or upon reasonable written request, Association Engine will reasonably cooperate in transferring an eligible Client domain to an account or registrar designated by you, provided that:

your account is in good standing;
all applicable Fees and outstanding amounts have been paid;
you have provided the information and cooperation required to complete the transfer; and
the transfer is permitted by the applicable registrar, registry, Third-Party Service, and domain-transfer rules.

Transfer, renewal, registrar, administrative, or Third-Party Service fees may apply.

Association Engine is not responsible for domain loss, expiration, suspension, transfer delays, registry actions, registrar outages, DNS propagation, or other events outside its reasonable control.

You are responsible for promptly reviewing and maintaining accurate domain registration and contact information where required.

1.15 Account, Data, and Asset Portability

You retain your rights in Client Data and Client-owned Materials submitted to the Platform, subject to the licenses and other provisions of these Terms.

If you terminate your use of Association Engine or move to another provider, you may request an export or transfer of eligible Client Data and Client-owned assets where technically and contractually available.

Depending on the Platform, applicable Third-Party Services, and the nature of the requested assets, exportable or transferable materials may include contacts, Client Data, website content, domains, media, and other Client-owned materials.

Certain Platform configurations, functionality, templates, automations, workflows, software components, integrations, system architecture, proprietary materials, licensed technology, or Third-Party Services may not be transferable or may not function outside of the Association Engine environment.

Association Engine does not guarantee that an entire Platform Account, Sub-Account, website, workflow, automation, integration, or configuration can be transferred to another platform or provider.

Association Engine will make commercially reasonable efforts to facilitate eligible export or transfer requests, provided that:

the request is submitted by an authorized account owner or Administrator;
the Platform Account is in good standing;
all outstanding Fees and invoices have been paid;
the requested transfer is technically and legally permissible; and
you provide any information or cooperation reasonably required to complete the request.

Association Engine may delay or decline an export or transfer where reasonably necessary to address security concerns, suspected fraud, legal restrictions, third-party rights, intellectual property restrictions, or violations of these Terms.

Association Engine may charge reasonable migration, export, transfer, technical, or administrative Fees where fulfilling the request requires work beyond functionality ordinarily included with your Subscription Plan.

Following termination or completion of an approved transfer, your access to the Platform and certain Platform-hosted data or functionality may end. You are responsible for exporting eligible Client Data and Client-owned materials within any applicable post-termination access or retention period described in these Terms.

Nothing in this Section transfers ownership of Association Engine’s intellectual property, Platform Content, templates, methodologies, software, configurations, or other proprietary materials.

1.16 Security Testing and Vulnerability Reporting

Association Engine does not maintain a public bug bounty program and is not obligated to provide compensation for vulnerability or security reports.

You may not conduct, attempt, authorize, or commission penetration testing, vulnerability scanning, network probing, security testing, load testing, automated scanning, or similar assessment of the Platform, System, or infrastructure without Association Engine’s prior written authorization.

If you discover a suspected security vulnerability, you agree to report it to Association Engine without exploiting the vulnerability, accessing data that does not belong to you, disrupting the Platform, or publicly disclosing the vulnerability before Association Engine has had a reasonable opportunity to investigate and address it.

Unauthorized access, testing, exploitation, or interference may result in suspension or termination of Platform access and may be referred to appropriate authorities where warranted.

1.17 Ecommerce, Payments, and Online Transactions

The Platform and Services may enable you to sell or accept payment for memberships, dues, event registrations, sponsorships, donations, courses, products, services, digital goods, advertising, or other offerings.

Unless expressly agreed otherwise in writing, you are the seller, service provider, fundraiser, or contracting party responsible for transactions conducted through your Platform Account. Association Engine does not act as the merchant of record for your transactions.

You are responsible for:

accurately describing and pricing your offerings;
determining, collecting, reporting, and remitting applicable taxes;
establishing and displaying applicable purchase terms, refund and cancellation policies, fulfillment terms, and required disclosures;
providing customer or member service;
fulfilling products, services, memberships, registrations, sponsorships, benefits, or other obligations you sell or offer;
managing refunds, cancellations, disputes, chargebacks, and complaints;
complying with applicable ecommerce, payment, consumer protection, fundraising, charity, advertising, privacy, accessibility, and tax laws; and
ensuring your offerings and materials do not violate applicable law or third-party rights.

Payment processing may be provided through Third-Party Services and is subject to the applicable provider’s terms, fees, underwriting requirements, restrictions, and policies.

Association Engine does not guarantee approval for payment processing, uninterrupted payment functionality, settlement timing, or the availability of any particular payment provider.

Association Engine may restrict or disable ecommerce, payment, donation, or transaction functionality where reasonably necessary to address suspected fraud, unlawful activity, security concerns, chargeback risk, third-party provider requirements, or violations of these Terms.

Any agreement for the purchase of your memberships, registrations, sponsorships, products, services, donations, or other offerings is between you and the applicable purchaser, member, donor, sponsor, customer, or other party.

1.18 Client Responsibilities

Your timely participation and cooperation may be required for Association Engine to provide certain Services.

You agree to:

provide reasonably requested information, Materials, Content, Login Credentials, access, instructions, feedback, and approvals;
ensure information and Materials provided to Association Engine are accurate, complete, lawful, and provided with all necessary rights and permissions;
review Deliverables and requests for approval within any timelines established in the applicable Subscription Plan, Statement of Work, project schedule, or communication from Association Engine;
designate appropriate individuals with authority to provide instructions and approvals on your behalf;
use designated Association Engine systems or processes for submitting requests, feedback, approvals, and revisions where required; and
reasonably cooperate with Association Engine in performing the Services.

Project schedules, launch dates, campaign dates, Deliverables, or other timelines may be adjusted where your delay, failure to provide required information, change in instructions, or failure to provide timely approval affects Association Engine’s ability to perform the Services.

Association Engine is not responsible for delays, missed deadlines, additional costs, or reduced performance resulting from incomplete or inaccurate Client Materials, delayed approvals, unavailable access, Client-requested changes, or other circumstances within your control.

Additional work resulting from material changes to previously approved instructions, scope, Materials, or Deliverables may be subject to additional Fees or a revised Statement of Work.

2. White Label, Member Programs, and Multi-Organization Use

2.1 Standard Platform License

Unless otherwise specified in your Subscription Plan, Order Form, Statement of Work, or other written agreement with Association Engine, your access to the Platform and Services is provided for your organization’s own business and organizational purposes.

You may use the Platform and Services to provide communications, events, education, resources, benefits, programs, services, and other offerings to your members, customers, sponsors, donors, partners, chapters, and community as part of your ordinary organizational activities.

Such use does not, by itself, constitute resale of the Platform

2.2 Member-Facing and White-Label Services

Certain Subscription Plans, programs, or written agreements may permit you to offer Association Engine-powered services, programs, or solutions to your members or other authorized participants under your organization’s brand.

Authorized offerings may include websites, marketing services, communications, automation, digital services, member benefits, or other services made available by Association Engine from time to time.

Where Association Engine authorizes a white-label or member-facing program:

you remain responsible for your relationship with your members or participating organizations;
you are responsible for your pricing, representations, customer agreements, privacy notices, and other obligations to participants unless otherwise agreed in writing;
Association Engine may provide some or all fulfillment, technology, support, or infrastructure associated with the offering;
applicable pricing, revenue sharing, fulfillment responsibilities, service levels, support responsibilities, and branding requirements will be established in the applicable Subscription Plan, Order Form, Statement of Work, or separate program agreement; and
white-label authorization applies only to the specific products, Services, participants, and uses approved by Association Engine.

Authorization to offer a particular Association Engine service under your brand does not grant a general right to resell, sublicense, copy, or commercially distribute the Platform or other Association Engine products or Services.

2.3 Multi-Chapter and Multi-Organization Accounts

Certain Subscription Plans may permit a parent organization, national organization, federation, franchise, association, or other approved entity to operate multiple chapters, affiliates, branches, locations, organizations, or Sub-Accounts through the Platform.

The contracting Client is responsible for administering authorized Sub-Accounts and Users unless otherwise agreed in writing.

Multi-organization functionality may permit individual chapters, branches, affiliates, or locations to use their own names, logos, domains, websites, communications, and other branding within supported areas of the Platform.

The Client is responsible for ensuring that it has authority to establish and administer each participating organization or Sub-Account and to provide Association Engine with any related data, branding, Materials, or instructions.

Access, functionality, data separation, administrative permissions, billing, branding, and other requirements for multi-organization accounts may vary by Subscription Plan or agreement.

Association Engine does not guarantee that every Platform feature or Third-Party Service supports separate branding, configuration, billing, permissions, or data segregation for every Sub-Account.

2.4 Authorized Resale and Partnership Programs

Any right to independently resell, sublicense, distribute, or commercially provide the Platform or Services outside the uses expressly permitted under Sections 2.1 through 2.3 requires Association Engine’s prior written authorization.

Association Engine may establish reseller, referral, member benefit, revenue-share, franchise, enterprise, strategic partnership, or other commercial programs from time to time.

Additional pricing, licensing, intellectual property, branding, support, customer management, territory, data protection, and commercial terms may apply to those programs.

No general reseller or sublicensing rights arise solely from your Subscription Plan or use of the Platform.

2.5 Association Engine Intellectual Property

White-label, multi-organization, member-facing, or resale authorization does not transfer ownership of the Platform or Association Engine’s underlying technology, software, systems, methodologies, templates, Documentation, intellectual property, or other proprietary materials.

Any permission to remove or replace Association Engine branding is a limited license applicable only to the authorized use and does not create any ownership interest in the Platform or Services.

You may not represent that you developed or own the underlying Association Engine technology unless Association Engine expressly authorizes such representation in writing.

2.6 Unauthorized Commercial Use

Except as expressly permitted under these Terms or another written agreement with Association Engine, you may not:

resell, sublicense, lease, or commercially distribute access to the Platform;
create or operate unauthorized Platform Accounts or Sub-Accounts for unrelated third parties;
represent yourself as an authorized reseller, partner, agent, franchisee, or representative of Association Engine;
reproduce or incorporate Association Engine’s proprietary software, templates, systems, Documentation, workflows, methodologies, or other proprietary materials into another commercial platform or competing offering; or
use Association Engine Marks in a manner that falsely suggests sponsorship, certification, endorsement, or affiliation.

Association Engine may restrict or suspend unauthorized resale, white-labeling, sublicensing, or commercial distribution of the Platform or Services.

3. Acceptable Use

3.1 Acceptable Use Policy

Your use of the Platform and Services is subject to Association Engine’s Acceptable Use Policy (“AUP”), which is incorporated into these Terms by reference and may be updated from time to time.

The AUP applies to your use of the Platform, Services, AI Features, communications functionality, websites, integrations, Client Data, User Contributions, and other functionality provided through Association Engine.

You are responsible for ensuring that your Users comply with the AUP.

3.2 Service Requests and Client Conduct

You may not use the Platform or Services, or request that Association Engine perform Services, in a manner that is unlawful, fraudulent, deceptive, abusive, harmful, infringing, or otherwise prohibited by these Terms or the AUP.

Association Engine is not required to create, publish, transmit, configure, implement, or otherwise assist with Content, communications, campaigns, automations, websites, Deliverables, or other activities that Association Engine reasonably believes may:

violate applicable law or regulation;
infringe or misappropriate third-party rights;
violate the terms or policies of a Third-Party Service;
facilitate fraud, deception, spam, abuse, harassment, or other unlawful activity;
compromise the security, integrity, availability, or reputation of the Platform or Services; or
expose Association Engine, its service providers, or other users to material legal, regulatory, security, or operational risk.

Association Engine may decline or discontinue an affected Service request without being required to complete work that would violate this Section.

3.3 Enforcement

Association Engine may investigate suspected violations of these Terms or the AUP and may take reasonable measures necessary to protect the Platform, Services, Association Engine, its service providers, its Clients, and other users.

Depending on the nature and severity of the violation, Association Engine may:

request that you correct or discontinue the prohibited activity;
remove or restrict access to prohibited Content or functionality;
temporarily limit or suspend affected Platform features or Services;
suspend or terminate a User or Platform Account; or
take other action reasonably necessary to comply with applicable law, regulatory requirements, court orders, or Third-Party Service requirements.

Where reasonably practicable, Association Engine will provide notice and an opportunity to correct a violation before suspending or terminating a Platform Account. Association Engine may take immediate action where reasonably necessary to address unlawful activity, fraud, security threats, abuse, material violations, regulatory requirements, or risks to the Platform, Association Engine, its service providers, or other users.

Association Engine may pursue any additional rights or remedies available under these Terms or applicable law.

4. Payment

4.1 Fees, Billing, and Auto-Renewal

You agree to provide complete and accurate billing and payment information and to keep that information current.

Your access to the Platform and Services is subject to payment of all applicable Fees. Fees may include subscription fees, Communication Surcharges, usage-based charges, wallet charges, implementation or setup fees, Services fees, add-ons, Third-Party Services, and other charges associated with your Subscription Plan, Order Form, Statement of Work, or use of the Platform.

Unless otherwise stated, recurring Subscription Fees are billed in advance on a monthly or annual basis. Usage-based charges and Third-Party Service charges may be billed in advance, in arrears, or as incurred depending on the applicable service or provider.

By providing a payment method, you authorize Association Engine and its payment processors to charge that payment method for Fees, applicable taxes, usage charges, renewals, and other amounts due under your agreement with Association Engine.

Unless otherwise stated in your Order Form or Subscription Plan, recurring subscriptions automatically renew for successive periods equal to the applicable billing period until cancelled in accordance with these Terms.

Association Engine may change recurring Subscription Fees upon reasonable advance notice. Updated pricing will generally take effect at the beginning of your next renewal term unless otherwise stated.

Changes to usage-based charges, Communication Surcharges, carrier fees, Third-Party Service fees, taxes, or other charges outside Association Engine’s reasonable control may take effect as those underlying costs change.

4.2 Wallets, Usage Balances, and Rebilling

Your Platform Account may include a wallet, prepaid balance, usage balance, or similar functionality used to pay for eligible usage-based services, including communications, AI Features, Third-Party Services, or other metered functionality.

By enabling wallet or automatic funding functionality, you authorize Association Engine or its applicable payment provider to charge your payment method according to the funding settings associated with your Platform Account.

You are responsible for monitoring your usage and available balance.

If your available balance is insufficient to cover applicable charges, Association Engine may charge your authorized payment method, restrict the affected functionality, or require additional funds before continued use.

Where an authorized member program, multi-organization arrangement, white-label program, or reseller agreement permits you to charge participating organizations or customers through Platform billing functionality, you are responsible for your pricing, customer agreements, taxes, refunds, chargebacks, disputes, and other obligations associated with those transactions unless otherwise agreed in writing.

Association Engine is not responsible for disputes between you and your members, chapters, customers, or participating organizations concerning charges imposed by you.

4.3 Failed Payments, Late Payments, and Billing Disputes

If an authorized payment method is declined or payment otherwise fails, Association Engine may make additional attempts to collect the amount due.

If an amount remains unpaid, Association Engine may restrict or suspend affected Platform functionality or Services until the outstanding balance is paid.

You remain responsible for all valid amounts incurred before suspension, cancellation, or termination, including applicable usage charges, Third-Party Service charges, Communication Surcharges, taxes, chargeback fees, and other amounts already incurred on your behalf.

Association Engine may charge interest on overdue amounts at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law.

Where Association Engine reasonably incurs collection costs to recover undisputed overdue amounts, you may be responsible for reasonable collection costs and legal fees to the extent permitted by applicable law.

If you believe an invoice or charge is incorrect, you must notify Association Engine in writing within thirty (30) days after the applicable invoice or charge and provide sufficient information for Association Engine to investigate the dispute.

You must continue paying all undisputed amounts while a billing dispute is being reviewed.

Association Engine and the Client agree to cooperate reasonably and in good faith to resolve billing disputes.

4.4 Cancellation and Renewal

You may cancel a recurring Subscription Plan using the cancellation method made available by Association Engine or by submitting a written cancellation request through an authorized support channel.

Cancellation prevents renewal of the affected Subscription Plan and does not, by itself, terminate or reduce an existing minimum commitment or fixed Subscription Term.

For month-to-month subscriptions, cancellation takes effect at the end of the then-current paid billing period unless otherwise stated.

For annual or other fixed-term subscriptions, cancellation takes effect at the end of the then-current Subscription Term. Amounts already paid for the current Subscription Term are nonrefundable except where required by applicable law or expressly provided in these Terms.

If you have entered into a minimum commitment, Statement of Work, Order Form, advertising commitment, implementation project, or other fixed-term agreement, cancellation is subject to the terms applicable to that engagement.

Cancellation of the Platform does not automatically cancel separately contracted Third-Party Services or other commitments where those services require separate cancellation.

You are responsible for reviewing your active subscriptions and services when cancelling your account.

4.5 Member Programs, White-Label Billing, and Markups

Where Association Engine authorizes you to offer Platform functionality or Services through a member program, white-label arrangement, multi-organization account, reseller arrangement, or similar commercial program, you may be permitted to establish your own pricing or markup for participating organizations or customers.

Unless otherwise agreed in writing, you are responsible for:

establishing and communicating your prices and fees;
collecting amounts owed by your customers or participants;
applicable taxes and required disclosures;
refunds, cancellations, disputes, and chargebacks associated with amounts you charge; and
ensuring your pricing and billing practices comply with applicable law.

Any revenue sharing, commissions, wholesale pricing, fulfillment charges, or other commercial arrangements between you and Association Engine will be governed by the applicable Order Form, program terms, or separate written agreement.

4.6 Refunds and Credits

4.6.1 Subscription and Usage Fees

Except where required by applicable law or expressly stated otherwise in these Terms, an Order Form, Statement of Work, or applicable program terms, Fees paid to Association Engine are nonrefundable once incurred.

Association Engine does not provide prorated refunds or credits for unused portions of a Subscription Term, unused Platform functionality, changes in your usage, or your failure to use available Services.

Usage-based Fees, Communication Surcharges, Third-Party Service charges, domain fees, carrier charges, payment-processing costs, advertising spend, and other amounts incurred or committed on your behalf are nonrefundable once incurred or committed, except where the applicable third-party provider issues a corresponding refund to Association Engine.

Association Engine may issue a refund or account credit at its discretion. Providing a refund or credit in one circumstance does not create an obligation to provide one in another circumstance.

4.6.2 Prepaid and Minimum Commitment Services

Certain Services, Subscription Plans, projects, advertising programs, Third-Party Services, implementation services, or other offerings may require advance payment or a minimum commitment.

Unless otherwise specified in the applicable agreement, amounts associated with a minimum commitment remain payable for the duration of that commitment even if you discontinue use before the end of the applicable term.

Fees or costs that Association Engine has already committed to a Third-Party Service or incurred on your behalf are nonrefundable to the extent those amounts cannot reasonably be recovered.

4.6.3 Unused Wallet Balances

Upon termination of your Platform Account, you may request return of an unused wallet balance that represents funds paid by you and not already applied to valid Fees or committed third-party costs.

Association Engine may deduct outstanding amounts owed under your account before returning an eligible balance.

Promotional credits, bonus credits, complimentary balances, non-cash credits, and amounts that are nonrefundable under applicable Third-Party Service terms have no cash value and are not eligible for refund.

Any return of wallet funds is subject to applicable payment processor requirements, financial regulations, and law.

4.7 Taxes and Government Charges

Unless expressly stated otherwise, Fees do not include applicable sales, use, value-added, goods and services, harmonized sales, provincial sales, withholding, or similar taxes, duties, levies, or government assessments.

Association Engine may calculate, collect, and remit applicable taxes where required by law, including applicable GST/HST and provincial sales taxes in Canada.

You are responsible for providing accurate billing location and tax information and, where applicable, valid tax registration, exemption, resale, or other documentation.

Where you are legally responsible for self-assessing, withholding, reporting, or remitting a tax that Association Engine is not required to collect, you are responsible for satisfying that obligation.

If applicable law requires you to withhold an amount from a payment to Association Engine, you must provide appropriate documentation concerning the withholding and comply with applicable tax requirements.

Taxes collected and remitted to a government authority are nonrefundable by Association Engine except where Association Engine is legally permitted or required to issue an adjustment or refund.

4.8 Changes to Fees and Third-Party Costs

Association Engine may introduce new paid features, Services, usage charges, or add-ons from time to time.

Where a change increases the recurring price of your existing Subscription Plan, Association Engine will provide reasonable advance notice before the increase applies to your next renewal term.

Third-Party Service charges, Communication Surcharges, carrier fees, payment-processing fees, AI usage costs, domain fees, taxes, and other pass-through costs may change during a Subscription Term where the applicable provider, carrier, payment network, government authority, or other third party changes the underlying cost.

Your continued use of an affected usage-based or Third-Party Service after a pricing change takes effect constitutes acceptance of the updated applicable charge.

5. Referral and Affiliate Programs

5.1 Participation

Association Engine may offer referral, affiliate, partner, or similar programs that allow eligible participants to receive commissions, credits, revenue sharing, or other benefits for qualifying referrals or activities.

Participation in any such program is subject to Association Engine’s approval and the terms of the applicable Affiliate Agreement, Partner Agreement, program terms, or other written agreement, which are incorporated by reference where applicable.

5.2 Commissions and Payments

Eligibility for commissions, payment amounts, qualifying transactions, attribution, payment schedules, reversals, minimum payout requirements, and other program requirements will be governed by the applicable program terms.

Participants are responsible for providing accurate payment and tax information and maintaining any payment account required to receive amounts owed.

Association Engine may withhold, reverse, or cancel commissions associated with refunds, chargebacks, fraudulent transactions, self-referrals, duplicate referrals, cancelled accounts, violations of applicable program terms, or transactions that do not satisfy the applicable qualification requirements.

Participants are responsible for reporting and paying any taxes applicable to commissions or other compensation received through a referral, affiliate, or partner program.

5.3 Marketing and Representations

Participation in a referral, affiliate, or partner program does not create an employment, agency, franchise, joint venture, fiduciary, or other legal relationship between you and Association Engine.

You may not make representations, warranties, guarantees, pricing commitments, or other statements on behalf of Association Engine unless expressly authorized in writing.

You are responsible for complying with applicable advertising, endorsement, disclosure, privacy, electronic communications, and anti-spam laws when promoting Association Engine or participating in a referral program.

Association Engine may suspend or terminate participation in a referral, affiliate, or partner program in accordance with the applicable program terms.

6. Intellectual Property

6.1 Association Engine Intellectual Property

The Platform, Platform Content, Services, software, technology, interfaces, designs, databases, Documentation, Training, templates, systems, methodologies, processes, workflows, configurations, functionality, trademarks, logos, and other materials developed, owned, licensed, or made available by Association Engine or its licensors, together with all modifications, improvements, updates, and derivative works thereof (collectively, “Association Engine Intellectual Property”), are owned by Association Engine, Metrix Marketing, or their applicable licensors.

Association Engine Intellectual Property is protected by copyright, trademark, trade secret, and other intellectual property laws.

Except for the limited rights expressly granted under these Terms or another written agreement, no right, title, or interest in Association Engine Intellectual Property is transferred to you.

Subject to your compliance with these Terms and payment of applicable Fees, Association Engine grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Platform and applicable Platform Content during your Subscription Term solely for your authorized business and organizational purposes.

Any rights not expressly granted are reserved by Association Engine and its licensors.

6.2 Association Engine Marks

The Association Engine name, logos, product names, service names, designs, slogans, and other source identifiers (“Association Engine Marks”) are trademarks, service marks, trade names, or other proprietary identifiers owned or controlled by Association Engine or Metrix Marketing.

You may not use Association Engine Marks in a company name, trade name, domain name, product, service, advertising campaign, promotional material, or other commercial manner without Association Engine’s prior written authorization, except for truthful references to Association Engine that are permitted by applicable law.

You may not use Association Engine Marks in a manner that falsely suggests sponsorship, endorsement, certification, partnership, affiliation, or authorization.

Any white-label, member program, multi-organization, referral, reseller, or partnership arrangement involving Association Engine Marks is subject to Section 2 and any applicable written agreement.

6.3 Client Materials and Client Data

As between you and Association Engine, you retain all right, title, and interest you hold in Client Data, Materials, trademarks, logos, photographs, documents, databases, customer and member information, and other Content that you provide to Association Engine (“Client Materials”).

You grant Association Engine and its authorized service providers a non-exclusive, worldwide, royalty-free license during the applicable Subscription Term or Services engagement to host, copy, process, reproduce, modify, transmit, display, and otherwise use Client Materials solely as reasonably necessary to:

provide, operate, maintain, secure, and support the Platform and Services;
create and deliver requested Deliverables;
perform your instructions;
maintain integrations and Third-Party Services authorized by you; and
comply with applicable law.

You represent and warrant that you own or otherwise possess all rights, permissions, licenses, and lawful authority necessary for Association Engine to use Client Materials as contemplated by these Terms.

Association Engine does not acquire ownership of Client Materials solely because they are uploaded to, stored within, processed by, or used in connection with the Platform or Services.

6.4 User Contributions

You are responsible for User Contributions submitted, uploaded, transmitted, published, or otherwise made available through your Platform Account.

You represent and warrant that your User Contributions comply with these Terms and applicable law and that you have all rights and permissions necessary to submit and use them through the Platform.

Association Engine may remove, restrict, or disable access to User Contributions where Association Engine reasonably believes they violate these Terms, the Acceptable Use Policy, applicable law, third-party rights, or applicable Third-Party Service requirements.

The treatment of personal information contained within User Contributions is subject to Association Engine’s Privacy Policy and, where applicable, Data Processing Agreement.

6.5 Prohibited Content

You may not submit, upload, transmit, publish, distribute, or use Content through the Platform or Services that violates these Terms, Association Engine’s Acceptable Use Policy, applicable law, or the rights of another person.

Association Engine may take action with respect to prohibited Content in accordance with Section 3.

6.6 Feedback

If you voluntarily provide Association Engine with suggestions, recommendations, ideas, comments, or other feedback concerning the Platform or Services (“Feedback”), you grant Association Engine a perpetual, irrevocable, worldwide, non-exclusive, transferable, sublicensable, fully paid-up, and royalty-free license to use, reproduce, modify, incorporate, distribute, commercialize, and otherwise use such Feedback for any lawful purpose without payment, attribution, approval, or other obligation to you.

You represent that you have the right to provide the Feedback and that Association Engine’s permitted use of it will not violate the rights of another person.

Feedback does not include Client Data, Client Materials, or Confidential Information merely because those materials are provided during a feedback or support interaction.

6.7 Copyright and Intellectual Property Complaints

Association Engine respects the intellectual property rights of others and may remove or restrict access to Content that it reasonably believes infringes copyright or other intellectual property rights.

If you believe Content available through the Platform infringes your copyright or other intellectual property rights, you may submit a written infringement notice to Association Engine containing sufficient information to identify:

the copyrighted work or other intellectual property claimed to have been infringed;
the allegedly infringing material and its location;
your name and contact information;
the basis for your claim and your relationship to the applicable rights holder; and
any additional information reasonably required for Association Engine to evaluate and respond to the notice.

Association Engine may provide a copy of an infringement notice to the Client or User responsible for the affected Content where reasonably necessary to investigate or respond to the claim.

Where applicable, Association Engine may process notices and counter-notices in accordance with the United States Digital Millennium Copyright Act (“DMCA”) or other applicable copyright legislation.

Association Engine may terminate or restrict accounts associated with repeated or material intellectual property infringement where appropriate.

Additional procedures or contact information for copyright and intellectual property complaints may be published by Association Engine from time to time.

6.8 Usage Data and Analytics

Association Engine may collect and analyze technical, operational, statistical, and usage information generated through the operation and use of the Platform and Services (“Usage Data”) for purposes including operating, securing, maintaining, supporting, analyzing, and improving the Platform and Services.

Usage Data does not include ownership of Client Data merely because Client Data is processed through the Platform.

Association Engine may use aggregated or de-identified information derived from Platform usage for analytics, benchmarking, product development, security, performance measurement, research, and business planning, provided that such information does not reasonably identify you, your Users, members, customers, or other individuals.

Association Engine may disclose aggregated or de-identified Usage Data where such disclosure does not reasonably identify the Client or any individual.

Use of personal information is governed by Association Engine’s Privacy Policy and applicable data protection laws.

6.9 Deliverables and Work Product

Ownership of Deliverables created specifically for you as part of the Services depends on the nature of the Deliverable and the terms of the applicable Subscription Plan, Statement of Work, Order Form, or other written agreement.

Unless otherwise agreed in writing, upon full payment of all applicable Fees, you will own the final Client-specific creative work expressly created and delivered to you as a final Deliverable, including final written content, custom graphics, and other original creative materials created specifically for your organization.

Association Engine retains all right, title, and interest in:

the Platform and Association Engine Intellectual Property;
pre-existing materials, tools, templates, frameworks, methodologies, systems, processes, and know-how;
reusable components, code, software, configurations, workflows, automation architecture, integrations, libraries, and technical infrastructure;
generic or reusable concepts, techniques, skills, knowledge, and processes used in performing the Services;
Third-Party Content and materials subject to third-party licenses; and
modifications, improvements, or derivative works of Association Engine Intellectual Property.

To the extent Association Engine Intellectual Property is incorporated into a Client-owned Deliverable, Association Engine grants you a perpetual, non-exclusive, worldwide, royalty-free license to use that incorporated material solely as necessary to use and enjoy the applicable Deliverable for your business and organizational purposes.

Third-Party Content incorporated into a Deliverable remains subject to the applicable third-party license and does not become Client property.

Drafts, rejected concepts, unused designs, working files, development materials, internal documentation, source files, and other materials not expressly identified as final Deliverables remain Association Engine property unless otherwise agreed in writing.

6.10 Websites

Where Association Engine designs or develops a Website specifically for you, ownership and licensing rights will be governed by the applicable Statement of Work, Order Form, Subscription Plan, or Website agreement.

Unless otherwise agreed in writing and subject to full payment of applicable Fees, you will own Client Materials and original Client-specific creative content incorporated into the completed Website.

Association Engine retains ownership of its pre-existing and reusable templates, components, frameworks, code, systems, methodologies, integrations, functionality, and other Association Engine Intellectual Property used to create or operate the Website.

Third-party themes, plugins, fonts, images, software, integrations, and other licensed materials remain subject to their respective licenses.

Your right to continue using functionality dependent upon an active Association Engine Subscription Plan or Third-Party Service may end when the applicable subscription or service ends.

6.11 Portfolio and Promotional Use

Unless otherwise agreed in writing, you grant Association Engine a limited, non-exclusive license to identify you as a Client and to display publicly available final Deliverables, your name, and your logo for the limited purpose of describing Association Engine’s work in portfolios, case studies, proposals, websites, award submissions, and marketing materials.

Association Engine will not disclose your Confidential Information or non-public Client Data for promotional purposes without authorization.

You may request in writing that Association Engine discontinue future promotional use of your name, logo, or Deliverables. Such a request will not require Association Engine to recall or remove materials already printed, published, submitted, or distributed before the request was received.

7. Disclaimers

7.1 No Guarantee of Results

Association Engine provides technology, tools, automation, AI Features, professional Services, and operational support intended to assist membership organizations with their activities and objectives.

Association Engine does not guarantee any particular business, financial, membership, marketing, fundraising, sponsorship, engagement, retention, event, search ranking, advertising, grant, revenue, or other outcome from use of the Platform or Services.

Results may depend on factors outside Association Engine’s control, including your organization, market, audience, participation, pricing, offerings, implementation, Client Materials, third-party platforms, economic conditions, and other circumstances.

Any examples, projections, recommendations, benchmarks, case studies, estimates, or anticipated results are provided for informational purposes and do not constitute a guarantee of future performance.

7.2 Platform and Services Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

ASSOCIATION ENGINE DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT SUCH WARRANTIES OR CONDITIONS CANNOT LAWFULLY BE EXCLUDED.

ASSOCIATION ENGINE DOES NOT WARRANT THAT:

THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR AVAILABLE AT ALL TIMES;
THE PLATFORM OR SERVICES WILL MEET EVERY CLIENT REQUIREMENT;
ALL ERRORS, DEFECTS, OR VULNERABILITIES WILL BE CORRECTED;
DATA OR CONTENT WILL NEVER BE LOST, ALTERED, DELAYED, OR UNAVAILABLE;
ANY PARTICULAR FEATURE, FUNCTIONALITY, INTEGRATION, OR THIRD-PARTY SERVICE WILL REMAIN AVAILABLE; OR
RESULTS, OUTPUTS, RECOMMENDATIONS, ANALYTICS, OR INFORMATION PROVIDED THROUGH THE PLATFORM OR SERVICES WILL BE COMPLETE, ACCURATE, OR SUITABLE FOR A PARTICULAR PURPOSE.

Nothing in this Section limits any express obligation undertaken by Association Engine in an applicable Statement of Work, Order Form, service level agreement, or other written agreement.

7.3 Internet, Telecommunications, and Infrastructure

The Platform and Services depend upon internet connectivity, telecommunications networks, hosting providers, domain systems, email infrastructure, payment processors, APIs, and other technologies that may be outside Association Engine’s reasonable control.

Association Engine is not responsible for interruptions, delays, transmission failures, carrier filtering, message blocking, DNS issues, internet outages, or other failures caused by systems outside Association Engine’s reasonable control.

7.4 Third-Party Services

Association Engine may integrate with or rely upon Third-Party Services.

Association Engine does not control and does not warrant the continued availability, functionality, security, pricing, policies, or performance of Third-Party Services.

Third-Party Services may modify or discontinue their products, APIs, integrations, pricing, functionality, or access requirements. Such changes may affect Platform functionality.

Your transactions and agreements with third-party providers are subject to the applicable provider’s terms and policies.

7.5 Beta and Preview Features

Association Engine may make beta, pilot, preview, experimental, early-access, or pre-release features available from time to time (“Beta Features”).

Beta Features may be incomplete, modified, discontinued, or contain errors and are provided for evaluation and testing purposes.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OR SERVICE LEVEL COMMITMENTS.

Association Engine may modify, restrict, or discontinue access to Beta Features at any time.

8. Limitation of Liability, Indemnification, and Mitigation

8.1 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF ASSOCIATION ENGINE, METRIX MARKETING, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR THE SERVICES WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO ASSOCIATION ENGINE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

WHERE THE CLAIM RELATES SOLELY TO FREE SERVICES FOR WHICH YOU HAVE PAID NO FEES, ASSOCIATION ENGINE’S AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS (CAD $100).

The limitations in this Section apply regardless of the form of action, whether in contract, tort, negligence, strict liability, statute, or otherwise, to the extent permitted by applicable law.

8.2 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASSOCIATION ENGINE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, ANTICIPATED SAVINGS, DATA, OR USE, ARISING OUT OF OR RELATING TO THE PLATFORM, SERVICES, THESE TERMS, OR THIRD-PARTY SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Third-Party Services

Association Engine is not liable for acts, omissions, outages, changes, security incidents, processing failures, policies, representations, or other conduct of Third-Party Services except to the extent liability cannot lawfully be excluded.

8.4 Indemnification by Client

To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Association Engine, Metrix Marketing, and their respective officers, directors, employees, contractors, affiliates, licensors, and service providers from third-party claims, proceedings, damages, liabilities, losses, judgments, penalties, costs, and reasonable legal fees arising out of or relating to:

Client Data, Client Materials, or User Contributions provided by you or your Users;
your or your Users’ breach of these Terms or the Acceptable Use Policy;
your products, services, memberships, events, sponsorships, donations, ecommerce activities, or other offerings;
your relationship or dispute with a member, customer, donor, sponsor, vendor, employee, contractor, User, or other third party;
your violation of applicable law or third-party rights;
your communications, advertising, marketing, calling, email, SMS, MMS, or other campaigns;
your failure to obtain required permissions, licenses, notices, or consents;
your unauthorized or unlawful use of the Platform or Services; or
your fraud, negligence, willful misconduct, or material misrepresentation.

Association Engine will provide reasonable notice of an indemnified claim where practicable.

You may not settle a claim in a manner that admits liability by Association Engine, imposes obligations upon Association Engine, or materially affects Association Engine’s rights without Association Engine’s prior written consent.

8.5 Intellectual Property Claims

If Association Engine reasonably believes that the Platform or Association Engine Intellectual Property infringes or may infringe a third party’s intellectual property rights, Association Engine may, at its option:

obtain the right for continued use of the affected material;
modify or replace the affected material with substantially equivalent non-infringing functionality; or
discontinue the affected functionality.

8.6 Duty to Mitigate

Each party will take reasonable steps to mitigate damages for which it seeks recovery in connection with these Terms, to the extent required by applicable law.

8.7 Mandatory Legal Rights

Nothing in these Terms excludes, restricts, or limits liability, remedies, warranties, conditions, or other rights that cannot lawfully be excluded, restricted, or limited under applicable law.

9. Limitation Period for Claims

To the extent permitted by applicable law, any claim arising out of or relating to these Terms, the Platform, or Services must be commenced within one (1) year after the party asserting the claim knew or reasonably should have known of the facts giving rise to the claim.

This Section does not apply where applicable law prohibits contractual modification of a limitation period or requires a longer limitation period.

10. Injunctive and Equitable Relief

A breach or threatened breach involving intellectual property rights, Confidential Information, unauthorized access, security, misuse of the Platform, or other rights for which monetary damages would not provide an adequate remedy may cause irreparable harm.

In such circumstances, either party may seek injunctive, equitable, or other appropriate relief from a court of competent jurisdiction in addition to any other remedies available under these Terms or applicable law.

Nothing in this Section prevents either party from seeking urgent interim or conservatory relief where appropriate.

11. Waiver and Severability

No failure or delay by either party in exercising any right, power, or remedy under these Terms constitutes a waiver of that right, power, or remedy.

A waiver is effective only if made in writing by the party granting the waiver and applies only to the specific circumstances for which it is given.

If any provision of these Terms is determined by a court, tribunal, or other authority of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

12. Assignment and Change of Control

You may not assign or transfer these Terms, your Platform Account, or your rights or obligations under these Terms without Association Engine’s prior written consent.

Association Engine may assign or transfer these Terms, in whole or in part, in connection with a merger, acquisition, corporate reorganization, financing, sale of substantially all relevant assets, change of control, or transfer of the Association Engine business or Platform.

Association Engine may also assign these Terms to an affiliate or successor entity.

Any attempted assignment in violation of this Section is void to the extent permitted by applicable law.

13. Entire Agreement and Order of Precedence

These Terms, together with documents expressly incorporated by reference and any applicable Subscription Plan, Order Form, Statement of Work, Data Processing Agreement, Website agreement, Affiliate or Partner Agreement, or other written agreement between you and Association Engine, constitute the entire agreement between the parties concerning the applicable Platform and Services.

They supersede prior or contemporaneous proposals, communications, representations, discussions, and agreements concerning the same subject matter.

If a conflict exists between applicable contractual documents, the following order of precedence will apply unless expressly stated otherwise:

a signed Statement of Work, Order Form, or other agreement that expressly states that it modifies these Terms;
the Data Processing Agreement, solely with respect to the processing and protection of personal information;
these Terms;
policies incorporated into these Terms, including the Acceptable Use Policy; and
general Platform Documentation.

A purchase order or other document issued by you does not modify these Terms unless Association Engine expressly agrees to the modification in writing.

14. Term, Suspension, and Termination

14.1 Term

These Terms become effective when you first accept them, create a Platform Account, purchase a Subscription Plan, or use the Platform or Services and remain effective for as long as you maintain a Platform Account, have an active Subscription Term or Services engagement, or otherwise continue to use the Platform or Services.

14.2 Suspension

Association Engine may temporarily suspend or restrict access to all or part of the Platform or Services where reasonably necessary because of:

overdue Fees;
suspected fraud or unauthorized access;
security threats or Platform abuse;
material or repeated violations of these Terms or the Acceptable Use Policy;
activity that creates material legal, regulatory, security, operational, or reputational risk;
requirements imposed by law, court order, regulatory authority, telecommunications provider, payment processor, or Third-Party Service; or
use that materially interferes with the operation or security of the Platform.

Where reasonably practicable, Association Engine will provide notice of the suspension and an opportunity to address the underlying issue.

Immediate suspension may occur where Association Engine reasonably determines that prompt action is necessary to prevent unlawful activity, fraud, security incidents, harm to another person, material Platform disruption, or material legal or regulatory exposure.

14.3 Termination by Client

You may terminate or cancel your Subscription Plan in accordance with Section 4.

Termination does not relieve you of payment obligations associated with an existing Subscription Term, minimum commitment, completed Services, usage charges, Third-Party Services, or other amounts incurred before the effective termination date.

14.4 Termination by Association Engine

Association Engine may terminate your Platform Account or affected Services if:

you materially breach these Terms and fail to cure the breach within a reasonable period after notice where the breach is capable of being cured;
you repeatedly violate these Terms or the Acceptable Use Policy;
Fees remain materially overdue after reasonable collection attempts;
you engage in fraud, unlawful activity, material security abuse, or intentional misuse of the Platform;
continuing to provide the Platform or Services would violate applicable law or a binding requirement of a Third-Party Service; or
Association Engine discontinues the applicable Platform or Service.

Association Engine may terminate immediately where the applicable breach cannot reasonably be cured or where immediate termination is reasonably necessary because of fraud, unlawful conduct, serious security threats, or material harm to Association Engine, its service providers, Clients, or other users.

14.5 Effect of Termination

Upon the effective date of termination:

your right to access the affected Platform and Services will cease;
outstanding Fees and other amounts due will remain payable;
licenses granted to you under these Terms will terminate except where expressly stated to survive;
Client Data and Client-owned assets will be handled in accordance with these Terms, the Privacy Policy, Data Processing Agreement, and applicable retention practices; and
eligible export or transfer requests will be governed by Section 1.15.

Termination does not affect rights or obligations accrued before the effective termination date.

14.6 Users Accessing Through Another Organization

A User who receives Platform access through a Client, parent organization, chapter, branch, member program, reseller, or other authorized organization does not independently control the applicable Subscription Plan or Platform Account unless otherwise agreed.

Questions concerning that User’s access, billing, cancellation, or account administration should generally be directed to the organization responsible for the applicable account.

14.7 Survival

Provisions that by their nature are intended to survive termination will survive, including provisions concerning accrued payment obligations, intellectual property, confidentiality, disclaimers, limitations of liability, indemnification, dispute resolution, and other provisions necessary to give effect to the parties’ rights and obligations following termination.

14.8 Force Majeure

Neither party will be liable for delay or failure to perform an obligation, other than an obligation to pay amounts already due, where the delay or failure results from circumstances beyond that party’s reasonable control.

Such circumstances may include natural disasters, severe weather, fire, flood, epidemic or pandemic, labour disruptions, war, terrorism, civil unrest, government actions, changes in law, internet or telecommunications failures, utility failures, cyberattacks affecting third-party infrastructure, widespread cloud or hosting outages, supply-chain disruptions, or failures of critical Third-Party Services.

The affected party will make commercially reasonable efforts to mitigate the effects of the event and resume performance when reasonably practicable.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms and any dispute arising out of or relating to these Terms, the Platform, or Services will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

The English-language version of these Terms governs in the event of any inconsistency with a translation.

15.2 Informal Dispute Resolution

Before commencing arbitration or court proceedings, the parties agree to make reasonable good-faith efforts to resolve the dispute informally.

A party seeking to initiate a dispute must provide written notice describing the nature of the dispute and the relief sought.

The parties will have thirty (30) days after receipt of the notice to attempt to resolve the matter, unless urgent injunctive or equitable relief is reasonably required.

15.3 Arbitration

Subject to Sections 15.4 and 15.5 and to the extent permitted by applicable law, disputes arising out of or relating to these Terms, the Platform, or Services that cannot be resolved under Section 15.2 will be finally resolved by binding arbitration in British Columbia pursuant to the Arbitration Act (British Columbia) and the rules applicable to the arbitration.

Unless otherwise agreed by the parties, the arbitration will be conducted by one arbitrator and in English.

The arbitration may be conducted remotely or at another location in British Columbia agreed upon by the parties.

Judgment upon an arbitral award may be entered or enforced by any court of competent jurisdiction.

15.4 Claims Not Subject to Mandatory Arbitration

Nothing in these Terms requires arbitration where a mandatory arbitration provision is prohibited or inoperative under applicable law.

Without limiting the foregoing, where British Columbia’s Business Practices and Consumer Protection Act applies to a claim and makes a dispute resolution term or class proceeding term inoperative with respect to that claim, the affected claim will not be subject to mandatory arbitration or the applicable class proceeding restriction.

Either party may also seek urgent injunctive or equitable relief from a court of competent jurisdiction where reasonably necessary to protect intellectual property, Confidential Information, security, or other rights requiring immediate relief.

15.5 Class and Representative Proceedings

To the extent permitted by applicable law, disputes subject to arbitration under Section 15.3 will be resolved on an individual basis, and neither party will seek to have such disputes arbitrated as a class, collective, consolidated, or representative proceeding.

This Section does not apply where a class proceeding restriction is prohibited, void, or inoperative under applicable law.

15.6 Court Jurisdiction

For disputes that are not subject to arbitration under these Terms, each party irrevocably submits to the exclusive jurisdiction of the courts of British Columbia, except where applicable law requires or permits proceedings in another forum.

16. Association Engine SMS and Text Messaging

16.1 Application

This Section applies to SMS, MMS, or similar text messages sent by Association Engine directly to you regarding Association Engine’s own products, Services, Platform Account, or business relationship with you.

Communications sent by Clients through Platform communications functionality are governed by Section 1.7 and are the responsibility of the applicable Client.

16.2 Consent and Message Types

Where you expressly consent to receive marketing text messages from Association Engine, Association Engine may send promotional or marketing messages to the telephone number for which consent was provided.

Consent to receive marketing text messages is not a condition of purchasing the Platform or Services unless expressly permitted by applicable law.

Association Engine may also send transactional, administrative, security, support, account, billing, or service-related messages where permitted by applicable law.

Message frequency may vary.

16.3 Opt-Out

You may withdraw consent to receive applicable marketing text messages at any time using the unsubscribe method provided in the message, including replying STOP where supported.

Association Engine will process opt-out requests in accordance with applicable law.

Withdrawal of marketing consent does not prevent Association Engine from sending non-marketing communications that are necessary to administer your Platform Account, provide requested Services, address security matters, or otherwise communicate with you where permitted by law.

16.4 Help and Carrier Charges

Where supported, you may reply HELP for assistance or contact Association Engine using the contact information provided in Section 17.

Message and data rates imposed by your telecommunications provider may apply.

Text messaging services depend upon third-party telecommunications networks. Association Engine does not guarantee delivery, availability, timing, or compatibility with every carrier, device, or location.

16.5 Rejoining

If you have opted out of marketing text messages, you may subsequently provide new consent through an authorized Association Engine signup or consent process.

17. Notices and Communications

17.1 Electronic Communications

By creating a Platform Account or engaging Association Engine for Services, you consent to receive electronic communications concerning your account, Subscription Plan, Services, billing, security, legal notices, and other administrative matters.

Electronic communications may be delivered to the email address associated with your Platform Account, through the Platform, or through another contact method you have authorized.

You are responsible for maintaining accurate and current contact information.

17.2 Legal Notices

Formal legal notices under these Terms must be in writing.

Notices to Association Engine must be delivered to the legal contact information published by Association Engine or to:

Association Engine
c/o Metrix Marketing
Attn: Legal
#25 – 6950 120 Street
Surrey, British Columbia V3W 3M7
Canada

Association Engine may provide notices to you using the primary email address or other contact information associated with your Platform Account.

Unless otherwise required by applicable law, electronic notices are deemed received when transmitted to the applicable email address without an automated delivery-failure notice.

17.3 Marketing Communications

Marketing and promotional communications are subject to applicable consent and electronic communications laws.

You may unsubscribe from applicable marketing emails using the unsubscribe mechanism included in the communication.

Unsubscribing from marketing communications does not prevent Association Engine from sending transactional, administrative, billing, security, legal, or service-related communications where permitted by applicable law.

17.4 Security Communications

Association Engine will not intentionally request that you provide your password through unsolicited email.

If you receive a communication that appears to impersonate Association Engine or requests sensitive Login Credentials in a suspicious manner, you should avoid responding or providing the requested credentials and report the communication to Association Engine.

17.5 General Contact

Questions regarding the Platform, Services, billing, support, or these Terms may be submitted using the contact methods published on the Association Engine website or through available Platform support channels.

Association EngineTerms & Conditions

Important Notice: Dispute Resolution, Arbitration, and Class Proceedings

Acceptance of Terms

Use of Platform and Services

Definitions

1. Use of Platform and Services

1.1 Eligibility and Access Restrictions

1.2 Platform Account Ownership

1.3 Authorized Use and Client Responsibilities

1.4 Legal and Regulatory Compliance

1.5 Privacy, Personal Information, and Client Data

1.6 Login Credentials and Account Security

1.7 Communications Features

1.8 Third-Party Services and Integrations

1.9 Third-Party Content

1.10 Usage Limits, Excessive Use, and Trials

1.11 Platform Updates

1.12 Sanctions & Export Controls

1.13 Artificial Intelligence Features

1.14 Domain Names

1.15 Account, Data, and Asset Portability

1.16 Security Testing and Vulnerability Reporting

1.17 Ecommerce, Payments, and Online Transactions

1.18 Client Responsibilities

2. White Label, Member Programs, and Multi-Organization Use

2.1 Standard Platform License

2.2 Member-Facing and White-Label Services

2.3 Multi-Chapter and Multi-Organization Accounts

2.4 Authorized Resale and Partnership Programs

2.5 Association Engine Intellectual Property

2.6 Unauthorized Commercial Use

3. Acceptable Use

3.1 Acceptable Use Policy

3.2 Service Requests and Client Conduct

3.3 Enforcement

4. Payment

4.1 Fees, Billing, and Auto-Renewal

4.2 Wallets, Usage Balances, and Rebilling

4.3 Failed Payments, Late Payments, and Billing Disputes

4.4 Cancellation and Renewal

4.5 Member Programs, White-Label Billing, and Markups

4.6 Refunds and Credits

4.6.1 Subscription and Usage Fees

4.6.2 Prepaid and Minimum Commitment Services

4.6.3 Unused Wallet Balances

4.7 Taxes and Government Charges

4.8 Changes to Fees and Third-Party Costs

5. Referral and Affiliate Programs

5.1 Participation

5.2 Commissions and Payments

5.3 Marketing and Representations

6. Intellectual Property

6.1 Association Engine Intellectual Property

6.2 Association Engine Marks

6.3 Client Materials and Client Data

6.4 User Contributions

6.5 Prohibited Content

6.6 Feedback

6.7 Copyright and Intellectual Property Complaints

6.8 Usage Data and Analytics

6.9 Deliverables and Work Product

6.10 Websites

6.11 Portfolio and Promotional Use

7. Disclaimers

7.1 No Guarantee of Results

7.2 Platform and Services Disclaimer

7.3 Internet, Telecommunications, and Infrastructure

7.4 Third-Party Services

7.5 Beta and Preview Features

8. Limitation of Liability, Indemnification, and Mitigation

8.1 Limitation of Liability

8.2 Exclusion of Certain Damages

8.3 Third-Party Services

8.4 Indemnification by Client

8.5 Intellectual Property Claims

8.6 Duty to Mitigate

8.7 Mandatory Legal Rights

9. Limitation Period for Claims

10. Injunctive and Equitable Relief

11. Waiver and Severability

Association Engine
Terms & Conditions