This Terms of Service ("Agreement") is entered into by and between the Pledgeapps entity set forth below ("Pledgeapps") and the entity or person placing an order for or accessing any Services ("User" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "user" reference your company.
This Agreement permits users to purchase subscriptions the services provided by Pledgeapps pursuant to any ordering documents, online registration, order descriptions or order confirmations referencing this Agreement ("Order Form(s)") and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern user's initial purchase on the Effective Date as well as any future purchases made by user that reference this Agreement.
The "Effective Date" of this Agreement is the date which is the earlier of (a) user's initial access to any Service (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS THAT REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. PLEASE READ IT CAREFULLY.
1. PLEDGEAPPS SERVICES
Pledgeapps help you manage your member pledges and communication with them. It documents, monitors and tracks financial pledges and contributions. User may import and export their data between the Services and certain Third-Party Platforms through supported integrations.
1.1. Provision of Services
Each Service is provided on a subscription basis for a set term designated on the Order Form (each, a "Subscription Term").
1.2. Access to Services
User may access and use the Services solely for its own benefit and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions designated in the applicable Order Form. User IDs are granted to individual, named persons and may not be shared. If User is accessing the Services using credentials provided by a third party (e.g., Google), then User will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. User will be responsible for any and all actions taken using User's accounts and passwords. If any Permitted User who has access to a user ID is no longer an employee (or Contractor, as set forth below) of User, then User will immediately delete such user ID and otherwise terminate such Permitted User's access to the Service.
To the extent Pledgeapps provides its app for use with the Services, subject to all of the terms and conditions of this Agreement, Pledgeapps grants to User a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term.
1.4. Contractors and Affiliates
User may permit its Contractors and its Affiliates' employees and Contractors to serve as Permitted Users, provided User remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement, and any use of the Services by such individuals is for the sole benefit of User.
1.5. General Restrictions
User will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Pledgeapps); (d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services (including without limitation (i) the "Powered by Pledgeapps" designation that may appear as part of the deployment of the Services on User Properties and (ii) notices on any reports or data printed from the Services); or (f) publicly disseminate information regarding the performance of the Services.
2. USER DATA
User is solely responsible for the accuracy, content and legality of all User Data. User represents and warrants to Pledgeapps that User has all necessary rights, consents and permissions to collect, share and use all User Data as contemplated in this Agreement and that no User Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Laws, or (iii) any terms of service, privacy policies or other agreements governing the User Properties or user's accounts with any Third-Party Platforms. User further represents and warrants that all user data complies with the applicable rules & regulations. User will be fully responsible for any User Data submitted to the Services by any Person as if it was submitted by User themselves.
User specifically agrees not to use the Services to collect, store, process or transmit any Sensitive Personal Information. Pledgeapps will have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary herein. User agrees to comply with all applicable Laws in its use of the Services. Without limiting the generality of the foregoing, the user will not engage in any unsolicited advertising, marketing, or other activities using the Services, including without limitation any activities that violate the applicable laws.
User will indemnify, defend and hold harmless Pledgeapps from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim arising from or relating to any User Data or breach or alleged breach by the user. This indemnification obligation is subject to user receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for user to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation of Pledgeapps at user's expense. Notwithstanding the foregoing sentence, (a) Pledgeapps may participate in the defense of any claim by counsel of its own choosing, at its cost and expense and (b) User will not settle any claim without Pledgeapps 's prior written consent, unless the settlement fully and unconditionally releases Pledgeapps and does not require Pledgeapps to pay any amount, take any action, or admit any liability.
3. USER’S SECURITY
Pledgeapps agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Service or user data. However, Pledgeapps will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond Pledgeapps 's control.
This is a subscription agreement for access to and use of the Services. User acknowledges that it is obtaining only a limited right to the Services and that irrespective of any use of the words "purchase", "sale" or like terms in this Agreement no ownership rights are being conveyed to the user under this Agreement. User agrees that Pledgeapps or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services and all Documentation, professional services deliverables and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback. Except as expressly set forth in this Agreement, no rights in any Pledgeapps are granted to the user. Further, user acknowledges that the Services are offered as an on-line, hosted solution, and that user has no right to obtain a copy of any of the Services, except in the format provided by Pledgeapps.
Users, from time to time, may submit Feedback to Pledgeapps. Pledgeapps may freely use these feedback in connection with any of its products or services.
5. SUBSCRIPTION TERM, FEES & PAYMENT
5.1. Subscription Term and Renewals. Unless otherwise specified on the applicable Order Form, each Subscription Term will automatically renew for additional twelve month periods unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term.
5.2. Fees and Payment . All fees are as set forth in the applicable Order Form and will be paid by user within thirty (30) days of invoice, unless (a) user is paying via Credit Card (as defined below) or (b) otherwise specified in the applicable Order Form. Except as expressly set forth in this terms of service, all fees are non-refundable. The rates in the Order Form are valid for the initial time period of each Subscription Term. User is responsible for paying all Taxes, and all Taxes are excluded from any fees set forth in the applicable Order Form. If the user is required by Law to withhold any Taxes from user's payment, the fees payable by user will be increased as necessary so that after making any required withholdings, Pledgeapps receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made.
5.3. Payment Via Credit Card. If you are purchasing the Services via credit card, debit card or other payment card ("Credit Card"), the following terms apply:
- Recurring Billing Authorization. By providing Credit Card information and agreeing to purchase any Services, the user hereby authorizes Pledgeapps (or its designee) to automatically charge user's Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order Form. User acknowledges and agrees that the amount billed and charged each month may vary depending on User's use of the Services and may include subscription fees for the remainder of User's applicable billing period and overage fees for the prior month.
- Foreign Transaction Fees. User acknowledges that for certain Credit Cards, the issuer of User's Credit Card may charge a foreign transaction fee or other charges.
- Invalid Payment. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, User remains responsible for any amounts not remitted to Pledgeapps and Pledgeapps may, in its sole discretion, either (i) invoice User directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by User (if applicable) or (iii) terminate this Agreement.
- Changing Credit Card Information. At any time, User may change its Credit Card information by entering updated Credit Card information via the "Settings" page on the Dashboard.
- Termination of Recurring Billing. In addition to any termination rights set forth in this Agreement, User may terminate the Subscription Term by sending Pledgeapps notice of non-renewal at least thirty (30) days prior to expiration of the then-current Subscription Term or, if User's Subscription Term is on a monthly basis (or if otherwise permitted by Pledgeapps), by terminating via the "Settings" page on the Dashboard, with termination effective at the end of the current Subscription Term.
- Payment of Outstanding Fees. Upon any termination or expiration of the Subscription Term, Pledgeapps will charge User's Credit Card (or invoice User directly) for any outstanding fees for User's use of the Services during the Subscription Term, after which Pledgeapps will not charge User's Credit Card for any additional fees.
5.4. Suspension of Service. If User's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Pledgeapps reserves the right to suspend User's access to the applicable Service (and any related services) without liability to User until such amounts are paid in full. Pledgeapps also reserves the right to suspend User's access to the Services without liability to User if User's use of the Services is in violation of the acceptable use policy (AUP).
6. TERM AND TERMINATION
This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.
Upon any expiration or termination of this Agreement, user will immediately cease any and all use of and access to all Services (including any and all related Pledgeapps technology) and delete (or, at Pledgeapp's request, return) any and all copies of the Documentation, any Pledgeapps passwords or access codes and any other Pledgeapps Confidential Information in its possession. Provided this Agreement was not terminated for user's breach, user may retain and use internally copies of all reports exported from any Service prior to termination. User acknowledges that following termination it will have no further access to any user data input into any Service, and that Pledgeapps may delete any such data as may have been stored by Pledgeapps at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
7. LIMITED WARRANTY
ALL Services and are provided "AS IS". NEITHER PLEDGEAPPS NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. Pledgeapps does not warrant that user's use of the services will be uninterrupted or error-free, nor does Pledgeapps warrant that it will review the user data for accuracy or that it will preserve or maintain the user data without loss or corruption. Pledgeapps SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY PLATFORMS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF Pledgeapps. USER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
The user agrees to indemnify, defend and hold harmless Pledgeapps and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of user’s breach of these Terms of Service or the documents they incorporate by reference, or user violation of any law or the rights of a third-party.
9. INTELLECTUAL PROPERTY RIGHTS
User agrees to participate in reasonable marketing activities by Pledgeapps that promote the benefits of the Services to other potential customers and to use of user's name and logo on Pledgeapps' web site and in the promotional materials. User agrees that Pledgeapps may disclose the user as a customer of Pledgeapps.
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
11. GOVERNING LAW
12. ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
13. CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
14. CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at firstname.lastname@example.org