Terms of Service
Terms of Service
Effective date: [EFFECTIVE DATE] Last updated: [DATE]
1. Agreement
These Terms of Service (the "Terms") are a contract between [LEGAL ENTITY NAME], a [STATE/COUNTRY] [ENTITY TYPE] ("Sympodial", "we", "us"), and the organization that subscribes to the Sympodial service ("you", "your", "Organization").
By creating an account, accepting these Terms, or using the service, you agree to them. If you are accepting on behalf of an organization, you represent that you have authority to bind it.
Members of an Organization also use the service. Sections 4, 5, 9, 13, 14, and 16 apply to Members as well as to Organizations.
2. Definitions
• Service: the Sympodial platform, including the administrative application, the Organization's public site, and any related tools and APIs.
• Organization: a club, association, or other entity that subscribes.
• Member: an individual who belongs to an Organization and uses the Service through it.
• Member Data: personal information about Members that an Organization provides to us or that Members provide through the Service.
• Organization Content: documents, pages, images, event descriptions, and other material an Organization or its Members upload or create.
3. Accounts and eligibility
You must provide accurate account information and keep it current. You are responsible for all activity under your Organization's account, including the actions of your administrators and Members.
You must be at least 18 years old, or the age of majority in your jurisdiction, to create or administer an Organization account. Members below that age may be recorded as family or dependent members by an Organization under section 5.3.
You are responsible for the security of credentials used to access your account and must notify us promptly at [SECURITY CONTACT EMAIL] if you believe an account has been compromised.
4. Acceptable use
You and your Members may not:
• Use the Service to violate any law, or to infringe anyone's intellectual property, privacy, or other rights
• Upload malware, or content that is unlawful, harassing, defamatory, or obscene
• Send unsolicited bulk email in violation of CAN-SPAM or equivalent law, or send email to recipients who have not consented or who have unsubscribed
• Attempt to access another Organization's data, probe or test the security of the Service without our written permission, or interfere with its operation
• Resell or provide the Service to third parties except as intended, namely by serving your own Members
• Use the Service to store payment card data outside the payment flows we provide
We may investigate suspected violations and may suspend access under section 12.
Security research. We welcome good-faith vulnerability reports at [SECURITY CONTACT EMAIL]. [LEGAL REVIEW: consider adding a safe-harbor clause so researchers who follow a disclosure policy are not deemed to breach these Terms.]
5. Your responsibilities for Member Data
This section matters more than its length suggests. Sympodial processes Member Data on your behalf; you decide what is collected and why.
5.1 You are the controller. As between you and us, you are the controller (or equivalent) of Member Data and we are the processor. We process Member Data only to provide the Service and on your documented instructions, as described in the Privacy Policy.
5.2 Your warranties. You represent and warrant that you have the legal right and any necessary consents or lawful basis to provide us with Member Data, including data imported in bulk from a prior system, and that you have given Members any notice their local law requires.
5.3 Family and dependent members, including minors. If you record family, dependent, or other Members who are minors, you are responsible for obtaining any parental or guardian consent required by law before providing that information to us, and for confirming you have a lawful basis to hold it. You will not use custom fields to collect information from children in a way that would require verifiable parental consent unless you have obtained it. You will tell us in advance if your Organization is directed to children, because that may change what we are both required to do.
5.4 Custom fields. You define your own member fields. You are responsible for the lawfulness of what you collect through them. You will not use them to collect payment card numbers, government identification numbers, health information, or other sensitive categories unless you have your own lawful basis and have told us in advance.
5.5 Member requests. You are responsible in the first instance for responding to Members exercising privacy rights. We will provide reasonable assistance and the tools needed to action access, correction, export, and deletion requests.
6. Fees for the Service
Fees for the Service are based on your active member count, at the rates in your order form or on our pricing page. Fees are billed [BILLING CADENCE] in advance and are [REFUNDABLE / NON-REFUNDABLE], except as required by law.
We may change fees on at least [NOTICE PERIOD, e.g. 30 days] written notice, effective at your next renewal. If you do not accept a change, you may terminate before it takes effect under section 12.
You are responsible for applicable taxes other than taxes on our net income.
Fees not paid when due may result in suspension under section 12 after we have given you notice and a reasonable opportunity to cure.
7. Payments you collect from your Members
Read this section carefully. It allocates financial liability.
7.1 Stripe. Payments from your Members are processed by Stripe. To accept payments you must create a Stripe connected account and agree to the applicable Stripe services agreement. Your use of Stripe is governed by your agreement with Stripe, and Stripe's terms control in the event of a conflict with these Terms as to Stripe's services.
7.2 You set the terms of your Member transactions. You determine your dues amounts, event prices, discounts, refund policy, and cancellation policy. You are the merchant of record for transactions with your Members. You are responsible for delivering whatever the Member paid for, and for handling Member questions, cancellations, and refunds.
7.3 Our fees on transactions. We may retain a platform fee on transactions processed through the Service, as disclosed in your order form or pricing page. Stripe's own processing fees apply in addition.
7.4 Chargebacks, disputes, and refunds. You are responsible for chargebacks, disputes, refunds, and any resulting fees arising from transactions with your Members. If amounts are not recoverable from your connected account balance, you will reimburse us for amounts we are required to pay. We may offset such amounts against funds otherwise payable to you.
7.5 Money transmission. We do not hold your funds. Funds settle through Stripe to your connected account under your agreement with Stripe.
8. Organization Content and intellectual property
8.1 Your content. You and your Members retain ownership of Organization Content. You grant us a non-exclusive, worldwide license to host, store, copy, transmit, display, and adapt it solely to operate and provide the Service and as otherwise permitted in the Privacy Policy.
8.2 Our platform. We retain all rights in the Service, including its software, design, and documentation. These Terms grant you a limited, non-exclusive, non-transferable, revocable right to use the Service during your subscription. You may not copy, modify, reverse engineer, or create derivative works of the Service except to the extent that restriction is unenforceable.
8.3 Feedback. If you send us suggestions, we may use them without obligation or compensation to you.
8.4 Custom domains and subdomains. We assign your Organization a subdomain of sympodial.com and may support custom domains. You are responsible for your rights in any domain or trademark you direct at the Service. We may reclaim a subdomain that infringes a third party's rights or violates section 4.
9. Privacy
Our handling of personal information is described in the Privacy Policy, which is incorporated into these Terms by reference.
10. Availability and support
We aim to keep the Service available but do not guarantee uninterrupted operation. We may perform maintenance, and will use reasonable efforts to give advance notice of planned maintenance likely to cause meaningful disruption.
Support is provided at [SUPPORT CONTACT] on a [SUPPORT TERMS] basis.
11. Third-party services
The Service integrates third-party services including Stripe, Amazon Web Services, and those listed in the Privacy Policy. We are not responsible for third-party services, and your use of them may be subject to their own terms.
12. Suspension, termination, and data export
12.1 Your termination. You may terminate at any time [TERMINATION MECHANISM, e.g. from account settings or by written notice]. Termination takes effect at the end of the current billing period unless otherwise agreed.
12.2 Our termination. We may terminate or suspend your account:
• Immediately, if you materially breach these Terms and the breach is not curable or you fail to cure it within [CURE PERIOD, e.g. 15 days] of notice
• Immediately, where continued operation would violate law or create a security or safety risk
• For non-payment, after notice and a reasonable opportunity to cure
• For convenience, on [NOTICE PERIOD, e.g. 60 days] written notice, in which case we will refund any prepaid fees for the unused portion of your term
12.3 Data export. On termination, you may export your Organization's data for [EXPORT WINDOW, e.g. 30 days] using the export tools in the Service or by requesting an export from us. After that window we will delete or anonymize Member Data as described in the Privacy Policy.
We consider the ability to leave with your data to be a feature, not a concession. We will not withhold your data as leverage in a billing dispute.
12.4 Survival. Sections 5, 7.4, 8.2, 13, 14, 15, 16, and 17 survive termination.
13. Disclaimers
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DATA WILL NOT BE LOST.
Some jurisdictions do not allow the exclusion of implied warranties, so parts of this section may not apply to you.
14. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF [LIABILITY CAP, e.g. THE FEES YOU PAID US IN THE 12 MONTHS BEFORE THE CLAIM] OR [MINIMUM FLOOR, e.g. USD 100].
These limits do not apply to: your obligations under section 7.4, either party's indemnification obligations, your breach of section 4, or liability that cannot be limited by law.
15. Indemnification
You will defend, indemnify, and hold us harmless from third-party claims arising from: Organization Content, your or your Members' use of the Service, your breach of these Terms, your breach of section 5 including any claim by or on behalf of a Member or a Member's parent or guardian, and transactions between you and your Members including chargebacks and disputes.
We will defend, indemnify, and hold you harmless from third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes a third party's intellectual property rights.
16. Governing law and disputes
These Terms are governed by the laws of [GOVERNING LAW STATE/COUNTRY], without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts located in [VENUE].
17. General
Changes. We may modify these Terms. We will give at least [NOTICE PERIOD, e.g. 30 days] notice of material changes by email or in-product notice. Continued use after the effective date constitutes acceptance. If you do not accept, you may terminate under section 12.1.
Entire agreement. These Terms, the Privacy Policy, and any order form are the entire agreement between us and supersede prior discussions.
Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets.
Severability. If a provision is unenforceable, the rest remains in effect.
No waiver. Failure to enforce a provision is not a waiver of it.
Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
Notices. To us: [LEGAL NOTICE EMAIL] and [MAILING ADDRESS]. To you: the email address on your account.
18. Contact
[LEGAL ENTITY NAME] [MAILING ADDRESS] [GENERAL CONTACT EMAIL]
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Before legal review
Questions a reviewer needs answered. None of these should be guessed at:
• Legal entity: exact name, type, and state or country of formation. If the entity does not exist yet, forming it is a prerequisite to publishing these, not a follow-up.
• Section 7.4, dispute liability. The single highest-value item in this document. Destination charges make the platform liable to Stripe by default; confirm the contractual push-down to Organizations is enforceable and matches the actual Stripe configuration.
• Governing law, venue, and whether to require arbitration, including whether Members as consumers need different treatment than Organizations.
• Liability cap and its carve-outs, particularly whether data breach liability sits inside or outside the cap, and what the cap means when the pilot Organization is paying little or nothing.
• Commercial terms: billing cadence, refundability, notice periods, cure periods, and export window. All are currently placeholders.
• Whether a Data Processing Addendum is required, and how it attaches.
• Uptime commitment, if any.
• Consistency with the pilot arrangement. If the pilot is free or discounted, make sure what is actually agreed with them is written down somewhere binding and does not contradict these Terms.
• Consumer protection review of the Member-facing path. Members click through to pay dues and register for events; whether these Terms are properly presented to and accepted by Members, as distinct from Organization administrators, is a real question about the signup and checkout UI, not just about the document.