Last updated 11/19/2020
PLEASE CAREFULLY READ THESE TERMS OF SERVICE ("Agreement", "Terms", or "User Agreement") BEFORE USING THIS SITE OR THE SERVICES OFFERED BY CAUSE IQ.
We reserve the right, at our sole discretion, to modify or replace any of these Terms, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time, by notice given on the Site or by changing the Terms as accessible on the Site. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. You are responsible at all times for complying with the current version of the Terms. We recommend that you periodically check these Terms as posted on this Site for changes. Your continued use of the Services following the posting of any changes to the Terms constitutes acceptance of those changes.
We've attempted to make these Terms as readable as possible, but in some cases for legal reasons, the language is necessarily "legalese". By using the Services, you are agreeing to these Terms.
- "Authorized User" means any human individual who is utilizing the Services through and as authorized by Customer. Authorized Users include, but are not limited to, the employees, consultants, contractors, and agents of Customer. Each Authorized User is issued a user ID and password which may not be shared or used by more than one individual.
- "Business Purposes" means accessing and using the Services for Customer's ordinary business purposes; provided, however, that "ordinary business purposes" do not include any purpose of using the Services as prohibited in Section 2(c) and/or any purpose of using the Services to compete with Company.
- "Customer Data" means all electronic data or information that Customer or any Authorized User submits and receives as part of Customer's use of the Services, and all results from processing such data, including, but not limited to, search criteria, the results of such searches, and materials reflecting search results that Customer may prepare.
- "Force Majeure Event" means any event beyond the reasonable control of the party affected by such event, including without limitation fire, storm, weather, earthquake, explosion, casualty, strike, war, riot, civil disturbance, act of God, acts or omission of any third party, any state or national law, decree or ordinance, or any executive or judicial order, which event causes a party to delay or fail to perform under this Agreement.
- "Free Services"means Services made available by Company to Customer on an unpaid trial or free basis
- "Order Form" means the form, including, but not limited to, electronic forms, supplied by Company and through which Customer requests access to the Services under this Agreement.
- "Proprietary Rights" means all patents, trade secrets, software source code and object code, copyrights, trademarks, domain names, methodologies, ideas, concepts, inventions, know-how, techniques, and all other intellectual property and proprietary rights that Company has developed as part of or in connection with the Services.
- "Reports" means all electronic data or information that any Authorized User downloads or transfers as part of Customer's use of the Services, including, but not limited to, CSV files, PDF files, XLSX files, and linked third-party CRM transfers
- "Support" means telephonic and/or email assistance related to general use and maintenance of the Services. Support does not include assistance with issues related to hardware or interactions with third-party software.
- "Services" shall mean Company's website (https://www.causeiq.com), the Cause IQ web application (including all data and user interfaces), and the related services and functionalities provided by the foregoing and as more specifically defined in the Order Form.
2. Use of Services
- Grants. Access to and use of the Services are purchased on a subscription basis (a "Subscription"). For each purchased Subscription, Customer shall elect the number of Authorized Users and the types of Services it wishes its Authorized Users to use, and Company shall grant to Customer a non-exclusive, non-transferable (except as expressly provided in this Agreement), worldwide right for the specified number of Authorized Users to access and use the selected Services for Business Purposes in accordance with such Subscription's terms and this Agreement. When an Authorized User retires, is terminated or reassigned, or otherwise no longer needs access to the Services, Customer may substitute a new Authorized User, provided Customer does not exceed the number of Authorized Users permitted under the terms of its Subscription. Customer may not amend the terms and conditions of a Subscription during the term of this Agreement, except as set forth in Section 4(c) and Section 12(k).
- Acceptable Use Policy. Customer is responsible for use of the Services by those to whom Customer provides access. Company reserves the right, at any time, upon written notice, to deactivate or suspend Customer's or any Authorized User's access if use of the Services is found or reasonably suspected, in Company's judgment, to violate the use restrictions set forth below in Section 2(c).
- Use Restrictions. Customer, directly or indirectly, shall not and shall not attempt to:
- grant access to all or any part of the Services to any person or entity who is not an Authorized User, including, without limitation, any client of Customer (except for use of Reports for Business Purposes);
- reverse engineer, decompile, disassemble, or otherwise reduce to human-perceivable form all or any part of the Services;
- access all or any part of the Services or use Reports to build, modify, or improve a product or service that directly or indirectly competes with the Services or is substantially similar to the Services;
- use any data mining, robots, or similar data gathering and extraction tools to extract data from the Services;
- take any action that imposes or may impose (in Company's sole discretion) an unreasonable or disproportionately large load on Company's infrastructure;
- bypass any measures used by Company to prevent or restrict access to the Services;
- forge headers or otherwise manipulate identifiers in order to disguise Customer's or any Authorized User's identity, or the origin of any message or other communication that Customer or any Authorized User sends to Company in connection with the Services;
- access or use the Services for purposes of monitoring the Services' availability, performance or functionality, or for any other benchmarking or competitive purposes;
- use the Services in violation of any laws, rules, regulations or other orders, or in violation of the legal rights of any third party; or
- permit any Authorized User or other third party to do any of the foregoing.
- Company Use of Services. Company may access and use the Services at Customer's request or to provide support. Company users do not count towards Customer's number of Authorized Users.
3. Subscription Fees
- Fees. In consideration for Company's provision of the Services, Customer shall pay Company a subscription fee for each Subscription in accordance with the prices set forth on the Order Form. For the Subscription Period, Customer shall pay upfront all fees in U.S. Dollars, unless the Order Form specifies otherwise. All payments made under this Agreement are non-refundable, except as specifically provided in this Agreement. Subscription fees are based on Subscriptions purchased and not on actual usage.
- Non-Payment and Suspension. In the event of non-payment or late payment, Company reserves the right to suspend or terminate Customer's access to the Services. Company shall not be liable for any damage suffered by Customer as a result of such suspension or termination.
- Taxes. The fees set forth in Section 3(a) do not include any taxes, levies, duties, or similar government assessments of any nature, including, but not limited to, value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). Customer shall pay all Taxes associated with Customer's purchases hereunder. If Company has the obligation to pay or collect Taxes for which Customer is responsible, Company shall invoice the amount to be paid or collected to Customer and Customer shall pay Company such amount, unless Customer provides Company with an applicable, valid tax exemption certificate authorized by the appropriate taxing authority.
4. Term, Termination, Add-Ons, and Expansions
- Terms of Agreement. The term of each Subscription ("Subscription Period") will consist of the specific period set forth on the Order Form, and each subsequent renewal period (if any). This Agreement shall commence on the Effective Date and shall remain in full force until terminated as provided herein. For Free Services, the Subscription Period shall be the period during which Customer has an account to access the Free Services.
- Termination for Cause. Except as otherwise set forth in Sections 3(b) and 4(b)(ii) and (b)(iii), either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within five (5) business days of written notice of a material breach. Termination shall be effective upon delivery of written notice after expiration of the applicable cure period. Customer shall be entitled to a refund as set forth in Section 4(b)(vi).
- Termination Other than for Cause by Customer. Notwithstanding the provisions set forth in Section 4(b)(i), Customer may cancel Customer's account at any time during the term of the Agreement by notifying Company in writing. Such cancellation shall be effective immediately. Customer shall not be entitled to a refund as set forth in Section 4(b)(v).
- Termination Other than for Cause by Company. Notwithstanding the provisions set forth in Section 4(b)(i), Company, in its sole discretion, has the right to suspend or terminate Customer's account and refuse any and all current or future use of the Services for any reason at any time. Such suspension or termination shall be effective immediately. Customer shall be entitled to a refund as set forth in Section 4(b)(vi).
- Effect of Termination. Upon the effective date of this Agreement's termination: (1) all rights and subscriptions granted to Customer for the Services shall terminate; (2) Customer shall cease use of the Services and shall prohibit Authorized Users from using the Services; (3) Customer's access to the Services shall be disabled; and (4) Customer shall pay any unpaid fees to Company.
- No Right to Refund. In the event of any termination for cause by Company pursuant to Section 4(b)(i) or any cancellation or termination other than for cause by Customer pursuant to Section 4(b)(ii), Customer shall not be entitled to any refund and shall remain obligated to promptly pay all amounts that, in the absence of cancellation or termination, would have become due in connection with Customer's Subscription during the full term of Subscription Period.
- Right to Refund. In the event of any termination for cause by Customer pursuant to Section 4(b)(i), Section 11, or any termination other than for cause by Company pursuant to Section 4(b)(iii), Customer shall be entitled to a refund of the pro rata portion of the subscription fee paid pursuant to Section 3(a) for the balance of the Subscription Period following the effective date of such termination; provided, however, that Company shall first deduct from such refund any amounts due and unpaid by Customer as of the effective date of termination and that, following such deduction, Customer shall remain obligated to promptly pay any amounts still outstanding.
- Survival. The provisions of this Agreement that by their nature are continuing shall continue in full force and effect and shall bind the parties beyond any termination of this Agreement, including the provisions set forth in Sections 3 (Subscription Fees), 6 (Confidentiality), 8 (Limited Warranty), 9 (Limitation of Liability), 10 (Indemnification), and 12 (General Provisions).
- Termination of Free Services. Company may suspend, limit, or terminate Free Services for any reason at any time without notice. Company may terminate Subscription to the Free Services due to Customer inactivity.
- Add-Ons and Expansions. Customer may amend a Subscription during the Subscription Period by adding new Authorized Users and/or upgrading the Services of existing Authorized Users, pursuant to Section 12(k), for the remainder of the then-current Subscription Period. The number of Authorized Users per Subscription may not be reduced during the relevant Subscription Period.
- Renewal. Customer Subscription will automatically renew upon completion of then-current Subscription Period unless Customer provides Notice of Non-Renewal pursuant to Section 4(e).
- Notice of Non-Renewal. Unless otherwise specified in Order Form, to prevent renewal of Subscription, Customer must either: (1) give written notice of non-renewal within two (2) business days of end of Subscription Period, or (2) if enabled for Customer, complete a "Cancel subscription" request within the "Account settings" section of the Cause IQ web application.
At no additional cost to Customer, Company shall use commercially reasonable efforts to (i) provide Support to Customer during normal business hours, Monday through Friday (excluding holidays); and (ii) make the Services available 24 hours a day, 7 days a week, except for (a) planned downtime, and (b) any unavailability caused by emergency maintenance or a Force Majeure Event. Notwithstanding the foregoing, Company shall not be liable for any loss or damage that Customer may suffer as a result of any downtime or unavailability of the Services, regardless of whether such downtime or unavailability is or was planned or unplanned.
- Each party agrees that it may disclose to the other party ("Receiving Party"), during the course of this Agreement, business or technical information that is marked confidential or that due to its character and nature a reasonable person under like circumstances would treat as confidential ("Confidential Information") to the disclosing party ("Disclosing Party"). Each party agrees not to use or disclose the Confidential Information of the other party for its own benefit, or for the benefit of any third party, except as may be required in its performance under this Agreement. The Confidential Information shall not be treated as confidential, even if it is designated as such by the Disclosing Party if it:
- is already known to the Receiving Party at the time of disclosure;
- is or becomes available to the public without confidentiality restrictions through no unauthorized act of the Receiving Party;
- is received from a third party who is not under an obligation of confidence to the Disclosing Party; or
- is independently developed by employees or contractors of the Receiving Party who did not use the Confidential Information of the other party in the development.
- A party shall not be in breach of this provision if it is required to disclose Confidential Information pursuant to a requirement of a governmental agency or law, provided such party, to the extent legally permissible, gives prompt notice to the Disclosing Party of such obligation to disclose such Confidential Information.
- Customer Data is the Confidential Information of Customer.
- Company may publicly identify Customer as a Company client and may use Customer's name and logo in Company's website, promotional materials, and public presentations.
7. Data Security and Reliability
- Company shall use commercially reasonable security tools, applications and technologies in connection with the Services to store, process, and protect Customer Data and promptly update and upgrade the foregoing tools, applications and technologies as updates and upgrades to such tools, applications and technologies become available within a commercially reasonable period of time. Company shall not be liable for any loss or damage suffered by Customer in the event of any breach of Customer Data.
- Customer consents to Company's use of Customer Data for the purpose of fulfilling its duties under this Agreement. Company will not share Customer Data with or disclose it to any third party except as expressly provided for in this Agreement.
- Upon termination of this Agreement, Company shall delete all Customer Data and each party shall return to the other or delete all of the other party's Confidential Information (as defined above).
- Company makes no representations or warranties about the accuracy or reliability of the data provided to Customer through the Services. In no event shall Company be liable in any way for any loss or damage suffered by Customer as a result of Customer's use of the data provided through the Services.
- Customer acknowledges that Company uses third-party vendors and hosting partners to provide the hardware, software, networking, storage, and related technologies necessary to store Customer Data; run, maintain, and improve the Services; and provide Support. Customer acknowledges that Company, in its sole discretion, may switch third-party vendors and/or hosting partners and move hardware, software, networking, storage, and related technologies from one environment to another located anywhere in the world.
8. Limited Warranty.
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND COMPANY HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NONINFRINGMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
9. Limitation of Liability.
OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER PROTECTION LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXAMPLARY OR ANY OTHER DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED UPON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABLITY OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF SUCH DAMAGES. IN ANY EVENT, EITHER PARTY'S MAXIMUM LIABILITY TO THE OTHER UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO COMPANY PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
Each party ("Indemnifying Party") shall defend, indemnify, and hold the other party (the "Indemnified Party"), its subsidiaries and affiliates, and/or their respective directors, officer, members, partners, employees, and agents harmless from and against any and all liabilities, damages, judgments, costs and expenses (including, but not limited to, reasonable attorneys' fees) against the Indemnified Party that arise in connection with any third party claim, action, suit, or proceeding, directly or indirectly, arising out of or related to the Indemnifying Party's breach of this Agreement, the Indemnifying Party's violation of any law or the rights of a third party, or any claim or liability associated with the Indemnifying Party's use of the Services.
As between Company and Customer, the Services and all related Proprietary Rights are and shall remain the sole and exclusive property of Company. In the event that Customer provides comments, suggestions, or other feedback regarding the Services, Company owns such comments, suggestions, and other feedback. In the event that Customer is notified by a third party that such party claims rights in the Services or that Customer's use of the Services infringes any right of such third party, Customer shall immediately notify Company and, at Company's request, immediately cease using all or any portion of the Services.
12. General Provisions.
- Assignment. Customer may not assign this Agreement in whole or in part without the written consent of Company. This Agreement is binding on and inures to the benefit of the parties and their permitted assigns, successors, and legal representatives. Notwithstanding the foregoing, no consent shall be required in the event of an assignment in connection with a merger, sale of assets or business reorganization.
- Relationship of Parties. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as an agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise bind the other in any way.
- Email Communications. Each party shall comply with the U.S. CAN-SPAM Act of 2003, 15 U.S.C. §§7701-7713, when applicable.
- Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, without reference to principles of conflicts of law or choice of law.
- Dispute Resolution. In the event any dispute arises between the parties relating to this Agreement or Customer's use of the Services, the parties shall submit the dispute to mediation pursuant to the services of an established mediation service with the venue of the mediation being Seattle, WA. In the event the matter cannot be disposed of by mediation, all claims and controversies of any kind relating to this Agreement shall be finally settled by binding arbitration before a single arbitrator in Seattle, WA, in accordance with the rules then in effect from the American Arbitration Association. All parties to this Agreement shall be bound by the decisions in an any such arbitration, and judgment upon such arbitration may be entered by any court of proper jurisdiction. Attorney's fees and costs shall be allocated by agreement in mediation or by the arbitrator in arbitration.
- Notices. The parties shall deliver any notice required by this Agreement by personal delivery, certified U.S. Mail return receipt requested, or established, reputable expedited delivery carrier providing proof of delivery service, which will be deemed given upon confirmed delivery to the party to whom it is intended at its record address. Notices to Company shall be sent to: Nonprofit Metrics LLC, d/b/a Cause IQ, 415 1st Ave N #9411 Seattle, WA 98109. Unless Company is otherwise notified in writing, Customer's address for notice purposes shall be Customer's address provided as part of Customer's billing information.
- Waiver. No failure or delay of any party hereto in the exercise of any right given to such party hereunder shall constitute a waiver thereof unless the time specified herein for the exercise of such right has expired, nor shall any single or partial exercise of any right preclude other or further exercise thereof or of any other right. The waiver of a party hereto of any default of any other party shall not be deemed to be a waiver of any subsequent default or other default by such party, whether similar or dissimilar in nature.
- Severability. If any provision or portion of this Agreement shall be or become illegal, invalid or unenforceable in whole or in part for any reason, such provision shall be ineffective only to the extent of such illegality, invalidity or unenforceability without invalidating the remainder of such provision or the remaining provisions of this Agreement.
- Headings. This Agreement's section headings and captions are inserted for convenience only and are not intended to form a material part of this Agreement.
- Entire Agreement. This Agreement and all related Order Forms constitute the complete and full understanding of the parties hereto and supersedes all prior agreements, understandings, and communications whether oral or in writing, except if Customer and Company have mutually signed a separate Software-As-A-Service Agreement, in which case the terms of the Software-As-A-Service Agreement shall supersede this Agreement. In the event that the terms of the Order Form conflict with the terms of this Agreement, the terms of the Order Form shall control with respect to the applicable Subscription, but only as to the specific provisions included in the Order Form.
- Amendment. Customer may only modify or amend this Agreement by a writing signed by both parties. Company reserves the right at anytime and from time to time to modify, temporarily or permanently, the Services (or any part thereof), including, but not limited to, data and user interfaces, with or without notice. Company shall not be liable to Customer or to any third party for any modification of the Services.
- Force Majeure. Neither party shall be liable under this Agreement for failure or delay in performance caused by a Force Majeure Event. If a Force Majeure Event occurs, the party affected shall use commercially reasonable efforts to resume the performance excused by the Force Majeure Event.
- Signature; Counterparts. This Agreement may be executed and delivered in counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.