InClub Brand Terms and Conditions

Welcome to InClub! We are a social media platform where you can build and manage a branded community for your customers, connect your Shopify store, share content, and engage directly with your Members (Platform).

In these Terms, when we say you or your, we mean you as an individual if you are accepting these Terms for yourself. If you are accepting these Terms on behalf of an entity (such as your employer) and you are authorised to do so, then you or your means that entity. When we say we, us, or our, we mean Taskinator Pty Ltd (ACN 666 134 103).

These terms and conditions (Terms) form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use the Platform unless you agree to these Terms. Capitalised words have the meaning set out at the end of these Terms.

Email: [email protected]

Our disclosures

Please read these Terms carefully before you accept. We draw your attention to:

• our privacy policy (on the Platform or at inclub.vip/privacy), which sets out how we will handle your personal information;
• clause 1.5 (Variations), which sets out how we may amend these Terms;
• clause 6 (Fees), which sets out important information about payments and recurring services, including whether you can cancel and whether any part of the Platform auto-renews; and
• clause 12 (Liability), which sets out exclusions and limitations to our liability under these Terms.

We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites through a link in the Platform, or for featuring certain goods or services on the Platform.

These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

1. Engagement and Term

1.1 These Terms apply from the time you agree to these Terms, until the date these Terms are terminated in accordance with their terms (Term).

1.2 Subject to your compliance with these Terms, we will provide you with access to the Platform.

1.3 We will not be responsible for any other services unless expressly set out in these Terms or on our Platform.

1.4 If we provide you with access to any new or beta services, you acknowledge that, because of their developmental nature, you use them at your own risk and we have no obligation to maintain them or provide error corrections. Beta services are for evaluation only, not production use, and we may discontinue them at any time at our sole discretion.

1.5 We may amend these Terms at any time, by providing written notice to you. By clicking "I accept" or continuing to use the Platform after the notice or 30 days after notification (whichever is earlier), you agree to the amended Terms. If you do not agree, you should cease using the Platform. If you have paid upfront for recurring access (excluding one-time purchases) and wish to cancel, contact us in writing within 30 days of receiving notice and we will issue a pro-rata refund for that recurring access.

2. Account

2.1 You must sign up for an Account in order to access and use the Platform. We only allow Members aged 16 years and above on the Platform. By creating an Account, you confirm that you and your Admins meet this age requirement.

2.2 You may invite Admins to access and use the Platform under your Account. You are responsible for ensuring your Admins comply with these Terms. You may change who your Admins are, and their access rights, at any time through your Account. Any limit on the number of Admins will be set out in your Account or on the Platform.

2.3 While you have an Account with us, you agree to (and to ensure your Admins agree to): (a) keep your information up-to-date, true, accurate and complete; (b) keep usernames and login credentials secure and confidential, and protect them from misuse or theft; and (c) notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account.

2.4 If you close your Account, you and your Admins will lose access to the Platform.

3. Licence

3.1 During the Term, we grant you and your Admins a right to use our basic Platform in accordance with these Terms. This right cannot be passed on or transferred to any other person.

3.2 When you purchase a Subscription, your access rights will vary based on the type of service. We grant you and your Admins a right to access the relevant Platform (or Community) only for the duration that you continue to pay for the Service, subject to these Terms. These rights cannot be transferred to any other person.

3.3 You must not (and must ensure your Admins do not): access or use the Platform in any way that is improper, unlawful, or infringes any person's rights (including IP and privacy rights); post content that is defamatory, offensive, misleading, harassing, hateful, obscene, or that promotes self-harm, terrorism, or any illegal conduct; interfere with the supply of the Platform or any person's access to it; allow any Member you suspect to be under 16 to remain in your Community (you must immediately restrict their access and report them to us); introduce viruses or malicious software, attempt to gain unauthorised access to any data, server or account, or circumvent any security measures; send unsolicited commercial messages to Members or list products you do not have the right to sell; impersonate another brand or business; engage with or encourage content or behaviour involving suspected underage users; or use the Platform for service-bureau use, outsourcing, renting, reselling, sublicensing, time-sharing, or to build similar or competitive software.

3.4 If the Platform includes API access, you may use any provided APIs in accordance with our API documentation and usage policies. You may make necessary modifications to facilitate integration, provided they do not alter or compromise the core functionality or security of the Platform.

4. Availability, Disruption and Downtime

4.1 We aim to keep the Platform available at all times but cannot guarantee uninterrupted access. Scheduled or emergency maintenance, or disruptions from third-party service providers such as cloud hosting services, may occasionally affect availability. To the maximum extent permitted by law, we are not liable for any such disruptions.

5. Brand Shop and Community

5.1 We connect to your Shopify store via an application programming interface (API) to display your products and process community-related data. You must ensure your Shopify store remains connected and that your API credentials are current. We are not liable for any disruption to the Platform caused by changes to your Shopify configuration.

5.2 Where you connect your Shopify store to your Community, your products will be displayed to Members through your Brand Shop. All purchases are made directly through your own Shopify checkout and are governed by your own sales terms, refund policy, and returns policy. We are not a party to any purchase transaction made through your Brand Shop and are not liable for any products you sell. You must ensure your sales terms, refund policy and returns policy are current, accurate and accessible to Members at checkout. You are responsible for resolving any purchase-related disputes or complaints raised by Members directly.

5.3 You must not sell any items that you do not have the right or licence to sell or supply to Members.

5.4 You are responsible for ensuring that no person under the age of 16 joins or remains in your Community, including by monitoring content and posts. If you become aware, or have reasonable grounds to suspect, that a Member is under 16, you must immediately restrict that Member's access and report the user to us in accordance with clause 7.

6. Fees

6.1 To create a Community as a Brand, you must pay a one-time activation fee and purchase a Subscription. Details of the Subscription, including inclusions, limitations, fees and billing cycles, are set out on our Platform. You will be billed on a regular basis, as set out on our Platform, at the end of each billing cycle.

6.2 Your Subscription fees are based on your actual Member count at the time your invoice is issued. You can view your current Member count and estimated next invoice in your dashboard at any time.

6.3 We may update the Subscription fees by giving you at least 30 days' written notice. Any change takes effect from the start of your next billing cycle after that notice period ends. If you do not agree to the updated fees, you may terminate these Terms before the new rates take effect without penalty.

6.4 Free trial. Once you pay your one-time activation fee, we may provide a free trial of the Subscription for 30 days, commencing on the date we first provide you with access (Free Trial Period). During the Free Trial Period you may access and use the Services in accordance with these Terms, and we will not charge you any fees. At the end of the Free Trial Period, unless you cancel beforehand by written notice, this agreement will automatically convert to paid Services.

6.5 Cancellation. All Subscriptions continue for the agreed Service term you selected (Service Term). At the end of each Service Term, provided you have paid all fees owing, your Subscription will automatically renew for recurring monthly periods (each a new Service Term). If you wish to cancel, you may do so through your Account. Cancellation takes effect at the end of your current Service Term, and the Subscription will not renew (you must continue paying all fees due until the current Service Term ends).

6.6 Our payment methods will be set out at the time you purchase. If you choose to pay using one of our third-party payment processors, you may need to accept their terms and conditions.

6.7 You must not pay, or attempt to pay, any fees by fraudulent or unlawful means. If you pay by debit or credit card, you must be the authorised card holder. If payment is by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your account, and you confirm you are the holder or an authorised signatory of that account.

6.8 If any fees are not paid on time, we may: (a) suspend your access to the Platform; and (b) charge interest on overdue amounts at a rate equal to the Reserve Bank of Australia's cash rate from time to time plus 2% per annum, calculated daily and compounding monthly.

6.9 You are responsible for paying any levies or taxes associated with your use of the Platform (for example sales taxes, value-added taxes or withholding taxes), unless we are required by law to collect these on your behalf.

7. Intellectual Property and Data

7.1 We own all intellectual property rights in the Platform, including how it looks and functions, and our copyrighted works, trademarks, inventions and designs. You agree not to copy or misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code).

7.2 Our Content. We own or have licences to all content displayed on the Platform (Our Content). You have no ownership rights in Our Content. Provided you comply with these Terms, we grant you a non-exclusive, revocable, non-sublicensable and non-transferable licence to view Our Content for your own business use. You must not, unless expressly authorised: copy or modify Our Content; reproduce, retransmit, distribute, sell, publish, broadcast or otherwise commercialise Our Content; or breach (or allow any third party to breach) any intellectual property rights in Our Content.

7.3 We may use any feedback or suggestions you give us in any manner we see fit, and no benefit will be owed to you as a result. We may also create anonymised statistical data from your usage of the Platform and, once anonymised, own and use that data for our own purposes (such as improving the Platform and identifying business trends).

7.4 Brand Content and licensing. We may allow you to post, upload, publish, submit or transmit content to the Communities you operate (Brand Content). You own all intellectual property rights in Brand Content created and published by you. By uploading Brand Content, you grant us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable and transferable right and licence to use, view, distribute, communicate, copy, store, modify and exploit the Brand Content in any way reasonably required to provide the Platform, promote the Community or Platform in any media or promotional material, and for any other purpose, including our commercial business purposes.

7.5 You waive all moral rights which you may have under applicable law in relation to Brand Content.

7.6 You are solely responsible for all Brand Content you make available. You represent and warrant that: (a) you own the Brand Content or have all necessary rights, licences, consents and permissions to post it; (b) you are authorised to sell all products listed through your Brand Shop, and listing them does not infringe any third party's rights; (c) your Brand Content is accurate and not misleading, and any promotional content complies with applicable advertising laws; and (d) posting Brand Content will not infringe any third party's intellectual property, privacy or publicity rights, or violate any applicable law.

7.7 We do not endorse or take responsibility for any Brand Content or your Community. We provide the Platform for you to build and manage your Community; we do not create, post, or endorse content on your behalf. We may review and remove any Brand Content at any time at our discretion, including where we consider it to breach these Terms, our community guidelines, or any law. We will notify you where reasonable. Serious or repeated breaches may result in suspension or termination.

7.8 Reporting. If you become aware of any content or behaviour in your Community that you suspect involves a user under 16, or that you consider harmful, illegal, or in breach of these Terms, you must report it using the reporting function on the Platform. While a report is under review, you must not engage with the content or person involved. We may share relevant information with you where necessary to keep the Platform safe.

7.9 This clause 7 will survive the termination or expiry of these Terms.

8. Confidential Information

8.1 Each party agrees to keep the other party's Confidential Information confidential and to take reasonable steps to protect it from unauthorised access or disclosure. Each party may only disclose the other's Confidential Information to its employees, contractors, professional advisors, agents and Admins on a need-to-know basis, and to its third-party service providers to help it perform its obligations, provided those parties keep it confidential in accordance with this clause.

8.2 The obligations in this clause do not apply to Confidential Information that: is or becomes publicly available other than through a breach of confidence; is independently created by the receiving party without reference to the disclosing party's Confidential Information; or is rightfully known by the receiving party before receipt. Either party may disclose Confidential Information to legal or regulatory authorities if required by law, provided it uses reasonable efforts to give prior notice where permitted.

8.3 This clause 8 will survive the termination or expiry of these Terms.

9. Personal Information

9.1 We collect, hold, use and disclose any Personal Information you provide to us in accordance with our privacy policy and applicable privacy laws.

9.2 You must only disclose Personal Information to us if you have the right to do so (such as having the individual's express consent).

9.3 We may need to disclose Personal Information to third parties, such as our related companies or service providers (for example, IT and administrative service providers and our professional advisors).

9.4 This clause 9 will survive the termination or expiry of these Terms.

10. Member data and Member Marketing

10.1 What we share with you. When a Member voluntarily joins your Community, and only then, we write the Member's email, first name and last name to your Shopify customer database to create or link their customer record. If a record already exists for that email, we do not overwrite your existing first/last name. Separately, only when a Member takes a further action inside your Community, we tag their Shopify customer record with their interests, badge/tier status, and marketing-consent state.

10.2 What we never share with you. We will never share with you a Member's posts, comments, reactions, polls, profile photo, date of birth, age-verification result, payment data, device or engagement data, or any information about any other Community the Member belongs to. Inside the InClub app you can see a joined Member's profile (first name, last name, avatar, badges and any profile fields they have filled in) — never their activity in other Communities.

10.3 Your obligations. You must: (a) handle all Member data we pass to you in accordance with your own privacy policy and all applicable privacy laws, including the Privacy Act 1988 (Cth); (b) use Member data only for the purpose for which it was collected and consented to; (c) maintain a current, accessible privacy policy linked within your Community; (d) comply with the Spam Act 2003 (Cth) for all marketing communications you send to Members, including accurate sender identification and a functional unsubscribe mechanism; and (e) honour all unsubscribe requests promptly.

10.4 This clause 10 will survive the termination or expiry of these Terms.

11. Consumer Law Rights

11.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict them. We will only be bound by your Consumer Law Rights and the express wording of these Terms.

11.2 Subject to your Consumer Law Rights, we do not provide a refund for a change of mind or change in circumstance.

11.3 If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of any part of the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

11.4 This clause 11 will survive the termination or expiry of these Terms.

12. Liability

12.1 To the maximum extent permitted by law, you indemnify us against any Liability we suffer arising from or in connection with: (a) your Brand Content or products; (b) your breach of privacy, advertising or spam laws; (c) any purchase made by a Member through your Brand Shop; or (d) any infringement by you or any Admin of our or a third party's intellectual property rights.

12.2 To the maximum extent permitted by law, we will not be liable for, and you release us from, any Liability arising from or in connection with: any private disputes between you and a Member; any loss arising from the deletion of Brand Content following termination or expiry; or any use of the Platform by a person other than you or your Admins.

12.3 Regardless of anything else in these Terms, to the maximum extent permitted by law: (a) neither party is liable for any Consequential Loss; (b) a party's liability will be reduced proportionately to the extent the other party caused or contributed to it (including any failure to mitigate); (c) where the Platform is not ordinarily acquired for personal, domestic or household use, our liability for failure to comply with a Consumer Law Right is limited (at our discretion) to supplying the Platform again or paying the cost of having it supplied again; and (d) our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of fees paid by you to us during the 12 months immediately preceding the event giving rise to the Liability.

12.4 This clause 12 will survive the termination or expiry of these Terms.

13. Notice Regarding Apple

13.1 To the extent you access the Platform on an iOS device through the Apple App Store, you acknowledge and agree to this clause. These Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Platform or its content.

13.2 Apple has no obligation to provide maintenance or support for the Platform. If our mobile application fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any). To the maximum extent permitted by law, Apple has no other warranty obligation, and any other claims attributable to a failure to conform will be our responsibility.

13.3 Apple is not responsible for addressing claims relating to the mobile application (including product liability, regulatory non-conformance, or consumer-protection claims), nor for any third-party intellectual-property infringement claim. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you. You represent that you are not located in an embargoed or "terrorist supporting" country and are not on any U.S. Government prohibited-party list.

14. Suspension and Termination

14.1 Suspension. We may suspend your access to the Platform where we reasonably believe there has been unauthorised access to or use of the Platform (such as unauthorised sharing of login details). We will let you know within a reasonable time and work with you to resolve the matter; if it cannot be resolved, we may terminate these Terms.

14.2 Termination by us. We may terminate these Terms (meaning you lose access and any Subscription is cancelled) if: you fail to pay your fees when due; you post prohibited content or pose safety risks to Members; you bring, or are likely to bring, the Platform into disrepute; you or your Admins breach these Terms and do not remedy the breach within 14 days of notice; you or your Admins commit a breach that cannot be remedied; we decide to discontinue the Platform (on at least 90 days' notice, with a pro-rata refund of any upfront amounts for ongoing access, excluding one-time purchases); or you experience an insolvency event.

14.3 Termination by you. You may terminate these Terms if we breach them and do not remedy within 14 days of your notice, or commit a breach that cannot be remedied (in which case, if you paid Subscription fees upfront, you will be refunded pro-rata for the unused part of the then-current Service Term). You may also terminate at any time via your Account or our email for notices (clause 15.6); if you have purchased recurring services, termination takes effect at the end of your current Service Term.

14.4 Data on termination. On termination, the Community is closed and your admin tools are revoked. You retain the Member contact data already synced into your own Shopify customer database during the live relationship — that data remains with you on your Shopify side. We do not provide a separate data export from InClub on termination: the Member contact data already flows to your Shopify during the relationship (so there is nothing further to export), Member-generated content is the Member's intellectual property licensed to InClub for platform use only (and is not transferable to you), and Community configuration has no portable value outside the InClub context. Members of the closed Community remain InClub members; their accounts and content are unaffected.

14.5 Termination will not affect any other rights or liabilities that we or you may have. This clause 14 will survive the termination or expiry of these Terms.

15. General

15.1 Assignment. You may not transfer or assign these Terms without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to a debt collector or other third party.

15.2 Disputes. Neither party may commence court proceedings relating to any dispute in connection with these Terms (a Dispute) unless the parties first meet (in good faith) to resolve it. Nothing in this clause prevents either party from seeking urgent injunctive or equitable relief.

15.3 If the Dispute is not resolved at that initial meeting: where you are incorporated in Australia, the matter is referred to mediation administered by the Australian Disputes Centre in accordance with its Guidelines for Commercial Mediation; where you are not incorporated in Australia, the matter is referred to arbitration administered by the Australian Centre for International Commercial Arbitration, conducted in Brisbane, Queensland, before one arbitrator, in English, under the ACICA Arbitration Rules.

15.4 Governing law. These Terms are governed by the laws of Queensland, and any matter relating to these Terms is to be determined exclusively by the courts of Queensland and any courts entitled to hear appeals from those courts.

15.5 Illegal requests. We reserve the right to refuse any request for or in relation to the Platform that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

15.6 Notices. Any notice you send to us must be sent to [email protected]. Any notice we send to you will be sent to the email address registered against your Account.

15.7 Publicity. You agree that we may, with your written consent, advertise or publicise the fact that you are a customer of ours (for example on the Platform or in our promotional material), and you grant us a right to display and use your logo and branding solely for that purpose.

Definitions

In these Terms:

Account means an account accessible to the individual or entity who signed up to the Platform, under which Admins may be granted access.

Admin means a member of your team you have granted administrative access to your Account.

Brand Content means all content, branding, product listings, and materials you upload or post to the Platform.

Brand Shop means the product listings pulled from your Shopify store and displayed within your Community on the Platform.

Community means the brand-specific group on the Platform that you operate, through which Members can connect, share content, and access your products.

Confidential Information means information which: is disclosed by one party to the other in connection with these Terms; relates to a party's business, assets or affairs; or relates to the subject matter of, or any transactions contemplated by, these Terms — whether or not reduced to a tangible form or marked "confidential", and however received.

Consequential Loss means any consequential, special or indirect loss, real or anticipated loss of profit, loss of benefit, revenue, business, goodwill, opportunity, savings, reputation, use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. Your obligation to pay us any amounts for access to or use of the Platform does not constitute "Consequential Loss".

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment, howsoever arising, whether direct or indirect and whether present, unascertained, future or contingent.

Member means an individual who has created an Account on the Platform and joined your Community.

Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether true or not and whether recorded in a tangible form or not.

Shopify means the third-party e-commerce platform operated by Shopify Inc., to which your store is connected via API.

Subscription means the recurring paid plan you purchase to access and operate a Community on the Platform, at the tier applicable to your Account from time to time, as detailed on the Platform.