Terms of Use

Thanks for becoming a user of the ActivePipe platform.

As a user of the ActivePipe platform, or by accessing, using, or signing up for an ActivePipe account, you’re agreeing to follow and be bound by these Terms of Use to use the platform and services provided by ActivePipe. PLEASE CAREFULLY REVIEW THESE TERMS OF USE. IF YOU DO NOT ACCEPT ALL OR ANY PART OF THEM, PLEASE DO NOT ACCESS OR USE THE ACTIVEPIPE PLATFORM, OUR WEBSITE OR OUR SERVICES.

By accepting these Terms of Use, a legal agreement is formed between you and us, The Digital Group Pty Ltd (ABN 91 139 274 436), 1B Weir Street Glen Iris, Vic, Australia 3146.

Any services that provided by ActivePipe, including any updates and enhancements, are subject to these Terms of Use. Please note that ActivePipe reserves the right to make changes to these Terms of Use from time to time. Any such changes will be posted via the www.activepipe.com website. It is the user’s responsibility to review the Terms of Use as published on www.activepipe.com at regular intervals.

Some key information and concepts to help you understand these Terms of Use:

ActivePipe Obligations

Client (User) Obligations

You warrant that the information contained in your emails are of a normal, commercial and/or information manner, and are broadly in line with what would be deemed socially acceptable expectations. Specifically you warrant that your emails do not carry content that could be deemed sexually extreme or offensive, content that could be deemed as racist or bigotry, content that could be deemed as racially and/or religiously inflammatory, and/or that may carry content that could threaten the security of individuals, organisations and/or nations.

Free Trials

If you have commenced using the ActivePipe platform as the result of a 30 day (or other period) free trial, billing will commence immediately upon completion of the free trial period. Where such trial expires during a month, your first invoice will be pro-rata until the end of that calendar month. You will then be invoiced from the first of each month at the full monthly rate.

Payment Terms

Under our standard payment terms, invoices will be raised in advance on or the 1st business day of each month and shall be payable 14 days after such date, or the nearest business day.

Capacity Constraints

Any single user licence is restricted to a maximum database size of 10,000 contacts and a maximum monthly send capacity of 30,000 emails.

Termination

Either party can terminate the agreement formed under these Terms of Use with 30 days notice from the issue date of the last paid invoice.

Upon termination of an account, ActivePipe will delete all client records and historical data associated with the terminating client’s account. No historical or transactional data records will be transferred to the client. Should a client subsequently wish to use the ActivePipe platform again, set-up fees will apply. These fees vary from time-to-time but are currently set as 3 months fees.

If service fees remain unpaid 14 days from the due date, ActivePipe has the right to suspend the supply of access to its platform. Once suspension has been notified and implemented, ActivePipe has the unrestricted right to terminate the agreement formed under these Terms of Use without recourse from either party other than ActivePipe's legal entitlement to pursue any outstanding fees that have been invoiced.

Should either party to the agreement formed under these Terms of Use be placed into receivership / administration / liquidation and/or have a Court Notice applied to it seeking a winding-up order, then ActivePipe has the right to terminate the provision of services immediately and without recourse or advice.

Assignment

You cannot assign, transmit or transfer your access rights to the ActivePipe platform under these Terms of Use to any other party whatsoever without the written consent of ActivePipe.

Third Party Access

You are specifically prohibited from allowing any third party database access to the ActivePipe platform and/or re-selling access to the ActivePipe platform to any third party.

Indemnification

You will defend, indemnify, and hold harmless us, our group companies, shareholders, affiliates and licensors, and each of their respective employees, officers, directors, agents, licensors, suppliers, other partners and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third party claim concerning:

(a) your or any individual user or email recipient’s use of the service (including any activities under your ActivePipe account and use by your employees and personnel); (b) breach of the agreement formed under these Terms of Use or violation of applicable law by you or any individual user ; (c) Your content or the combination of your content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by your content or by the use, development, design, production, advertising or marketing of your content; or (d) a dispute between you and any individual user or email recipient.

If we or our affiliates are obligated to respond to a compulsory legal order or process described above, you will also reimburse us for reasonable legal fees, as well as our employees' and contractors' time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates.

Disclaimers

THE ACTIVEPIPE PLATFORM AND ASSOCIATED SERVICES PROVIDED BY ACTIVEPIPE ARE PROVIDED "AS IS" AND "AS AVAILABLE". SAVE AS SET OUT IN THESE TERMS OF USE, WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE ACTIVEPIPE PLATFORM AND/OR ANY ASSOCIATED SERVICES OR THIRD PARTY CONTENT, INCLUDING ANY WARRANTY TO MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OR THAT THE ACTIVEPIPE PLATFORM AND/OR ANY ASSOCIATED SERVICE OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

Limitations of Liability

TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW, WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR FOR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE ACTIVEPIPE PLATFORM, ANY WEB SITES LINKED TO THE ACTIVEPIPE PLATFORM, OR THE SOFTWARE, MATERIALS OR SERVICES CONTAINED AT ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, COST OF REPAIR OR CORRECTION, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THE AGREEMENT FORMED UNDER THESE TERMS OF USE OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON THAT IS NOT AS A DIRECT RESULT OF OUR BREACH OF THESE TERMS OF USE OR NEGLIGENCE, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THE AGREEMENT FORMED UNDER THESE TERMS OF USE OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORISED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AND OUR AFFILIATES' AND LICENSORS' AGGREGATE LIABILITY UNDER THE AGREEMENT FORMED UNDER THESE TERMS OF USE WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

Intellectual Property

All intellectual property rights vested in or associated with the ActivePipe Platform are reserved by ActivePipe or its licensees.

Subject to these Terms of Use, ActivePipe authorises you to view, operate and use the information and materials obtained from the ActivePipe platform or sent to you by ActivePipe via any electronic or physical means, provided that all of our intellectual property rights vested in such materials are reserved.

Unless otherwise specified in these Terms of Use, the ActivePipe platform may not be modified, copied, distributed, transmitted, displayed, performed, reproduced, published, licensed, used to create derivative works from, transferred, or otherwise used in a manner inconsistent with the purpose for which the ActivePipe platform and/or any associated services are provided. If you breach any of these Terms of Use, your authorisation to use the ActivePipe platform will terminate automatically.

Trademarks

"ActivePipe Trademarks" means all names, marks, brands, logos, designs, slogans and other designations that ActivePipe uses in connection with its products and services. You may not remove or alter any ActivePipe Trademarks, or co-brand your own products or material with ActivePipe Trademarks, without ActivePipe’s prior written consent. You acknowledge ActivePipe’s rights in all ActivePipe Trademarks and agree that any use of ActivePipe Trademarks by you shall inure to ActivePipe sole benefit. You agree not to incorporate any ActivePipe Trademarks into any of your own trade marks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies. The names of actual companies and products mentioned on the ActivePipe platform or in the Materials may be the trademarks of their respective owners or licensees.

Copyright

Any software or content that is made available to download from the ActivePipe platform is the copyrighted work of ActivePipe and/or its licensor's (if any). You must be a registered ActivePipe subscriber in order to download and/or use the software.

ActivePipe users are required to respect intellectual property rights. Should copyrighted content belonging to you be posted via ActivePipe without your permission please let us know by using the “Email Us” feature on our website or by writing to us at:

ActivePipe
Copyright
1b Weir Street, Glen Iris
Victoria, Australia 3146

In your notice please provide evidence you are authorised to act on behalf of the copyright owner, all contact details of the copyright owner, the identity of the copyright work being infringed and a statement (note: made under penalty of perjury) that the information in your notice is accurate and you are authorised to act on behalf of the copyright owner.

Waiver

No failure or delay by ActivePipe to exercise any right or remedy provided under these Terms of Use, or by law, shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Acceptable Use

ActivePipe’s reputation as an email service provider and our deliverability depend upon keeping the system clean. Spamming actions of individual users can adversely impact on ActivePipe’s positive reputation and jeopardise deliverability of the system as a whole. So we are in the positive reputation business together.

Reputation Explained

ActivePipe is a multi-user platform that provides email delivery services on behalf of its client base (community). In simple terms, ActivePipe passes emails through to Internet Service Providers (ISPs) such as Google (email), Yahoo etc..

The ISPs have very complex algorithms that monitor what is known as an email sender's (ActivePipe) 'reputation'. These mechanisms exist as one of many tools designed to identify and stop genuine spam emails based on their point of origin (source / sender).

If your email recipients consign your emails to trash or spam, then this begins to affect the sending 'reputation' of ActivePipe. This in turn impacts on the whole of the ActivePipe community. This impact translates to the systems of the ISPs viewing ActivePipe as a sender of dubious reputation and will "choke' and severely restrict the delivery of your emails and that of our broader community.

In order to protect our 'reputation' and thus that of our community members, ActivePipe exercises an Acceptable Use Policy and operates with an API (automated interface) that removes from your database within ActivePipe any email recipients that have trashed or spammed your email. This email also removes any email addresses that are "hard-bounced" (that is where the ISP advises that no such email address exists and/or is not active).

Such data 'cleansing', as it is known, is critical to enhancing and maximising the reputation of your database and that of the broader community, and thus ActivePipe's.

You therefore acknowledge and accept this Acceptable Use Policy as a standard operating practice of ActivePipe.

Cookies

Cookies Explained

Here we explain how ActivePipe uses cookies to recognise you when you visit www.activepipe.com (or any subdomain ActivePipe website operated or controlled by The Digital Group), what these technologies are and why we use them, as well as your rights to control our use of them.

What are cookies?

Cookies are small data files that are placed on your computer or mobile device when you visit a website. Cookies are widely used by website owners in order to make their websites work, or to work more efficiently, as well as to provide reporting information.

There are two types of Cookie. First Party Cookies are set by ActivePipe. Third Party Cookies are set by other parties.

Third party cookies enable third party features or functionality to be provided on ActivePipe (e.g. analytics). The parties setting third party cookies recognise your computer both when it visits ActivePipe and also when it visits certain other websites (eg. the client’s website).

Why ActivePipe uses cookies?

Some cookies are required for ActivePipe to operate. ActivePIpe serves these essential cookies which are necessary to provide you with services available through our platform and to use some of its features, such as access to secure areas. If you block or delete these cookies you will impact how the ActivePipe platform works.

Other cookies enable ActivePipe to enhance user experience by tracking and targeting data of interest to users. BY refusing these cookies some functionality may be lost. Third parties (eg. Google) serve cookies on ActivePipe for reporting analytics and other purposes.

Advertising cookies are not used by ActivePipe.

Other Tracking Technologies

ActivePipe also uses Web Beacons (also known as Tracking Pixels). These are miniscule, transparent graphics placed in ActivePipe emails typically to monitor whether a user has accessed content. Web Beacons often work together with Cookies to measure interaction with emails, to monitor traffic patterns, to understand traffic sources and to improve user experience.

Privacy

Please see the separate ActivePipe Privacy Policy relating to the collection and use of any personal information on the ActivePipe platform. By using the ActivePipe platform, you are consenting to the terms our Privacy Policy and to ActivePipe processing any personal data in accordance with that Policy.