Terms and Conditions

iwave Terms and Conditions

These Terms and Conditions constitute an agreement by and between iWave Information Systems Inc., a Prince Edward Island corporation (“iWave”) and the individual or the corporation, society, partnership, or other legal entity identified as such on the applicable Order Form that incorporates these Terms and Conditions (“you”, “your”, “yours” or “Client”).  Client and iWave each are individually referred to herein as a “Party” and collectively, the “Parties”.

Your use of the iWave Products is governed by any Order Form(s), these Term and Conditions, and any other iWave policy posted on www.iwave.com, including iWave’s Privacy Policy.

YOU REPRESENT THAT YOU HAVE READ THESE TERMS AND CONDITIONS, UNDERSTAND THEM, AGREE TO BE BOUND BY THEM, AND THAT THE PERSON SIGNING THE ORDER FORM ON YOUR BEHALF HAS THE AUTHORITY TO BIND YOU TO THESE TERMS AND CONDITIONS.

1. DEFINITIONS

In addition to any terms defined within this Agreement, the following capitalized terms have the following meanings:

“Agreement” means any Order Form(s) executed by you, these Terms and Conditions, and all policies and instructions incorporated by reference, all as may be updated from time to time.

“Client Data” means any data, information or material in electronic form submitted to the System by you, or extracted from your databases by the System.

“Documentation” means iWave’s standard manual related to use of the Products and the System, as well as any other written documentation provided to you by iWave to facilitate your use of the Products and the System under the terms of this Agreement.

“Internal Business Purposes” means purposes relating to your organization’s fundraising requirements, and not for use in marketing or sales collateral or the benefit of a third party.

“iWave Data” means the data comprising iWave’s proprietary database, which data may either be compiled and organized in a proprietary manner by iWave and incorporated into the System but does not include Third Party Data.

“Order” means a new, renewed, or modified order for iWave Products created either electronically when you open an iWave account, or through an Order Form digitally or hand signed by your authorized representative.

“Order Form” means the form of document digitally or hand signed by you, or approved by you in electronic form, which includes your contact information, the type of Products to be provided, any special terms of service, and your method of payment.

“Personal Information” means data or information that enables the identification of a specific person, and may include prospect and donor names, mailing and email addresses, dates, donation amounts, date of birth, and any data related thereto, or any information that is otherwise included within the applicable definition of personally identifiable information and such other analogous definitions under any applicable law.

“Privacy Policy” means iWave’s privacy policy posted at: https://www.iwave.com/privacy-policy/.

“Products” means the products identified on an Order Form, and that provide the services that create your Reports.

“Report” means the prospect screening reports and charitable giving history reports produced by the Products.

“Subscription Fees” means the fees you pay to subscribe to the Products.

“Subscription Period” means the subscription period commencing on the “Subscription Start Date” identified on the Order Form and terminating in accordance with Article 10.

“System” means iWave’s database analysis system that includes, without limitation, iWave Data, Third Party Data, iWave’s proprietary software, algorithms, formulas, methods, processes (including any enhancements, modifications, and derivative works thereto), all links to external applications or third-party services, hardware (including servers), any associated offline components, and all updates thereto, that provide the Products to you over the internet.

“Term” means the total of all Subscription Periods during which you pay Subscription Fees to use the Products.

“Third Party Data” means datasets provided by third parties and licensed by iWave for use with the System.

“Third Party Data Providers” means third parties that own datasets accessed by the System.

“User” means your employee or authorized representative listed on an Order Form (or otherwise identified to iWave in writing) who uses the Products on your behalf or through your account or passwords.

2. LICENSES AND OWNERSHIP

2.1       License to use Products and Documentation.  During the Term, and subject to the terms and conditions in this Agreement, iWave grants you a limited, non-exclusive, non-transferable (except as set forth in Section 11.4), non-sublicensable right to use the Products solely for your Internal Business Purposes.  You may reproduce and use the Documentation only as necessary to use the Products.

2.2       Client Data.  You grant iWave a limited, non-exclusive, non-transferable, non-sublicensable right to use the Client Data solely for the purpose of interpreting, enhancing, modifying, and using the Client Data to create Reports for you pursuant to this Agreement that provide prospect intelligence and strategies for your fundraising purposes.

2.3       Use of Reports.  iWave grants you, and your employees, agents, independent contractors and other authorized representatives that are hired by you, a limited, perpetual, nonrevocable, exclusive, non-transferable (except as set forth in Section 11.4), non-sublicensable right to use, reproduce, and prepare derivative works of the Reports solely for your Internal Business Purposes. If you are a consultant specializing in fundraising and charitable giving services, you may use the Reports for Internal Business Purposes on behalf of your clients.  Additional Report, Product and System use restrictions are identified in Article 4.

2.4       System Ownership. iWave retains all right, title, and interest in and to the System, including without limitation all software used to provide the System and all graphics, user interfaces, logos, and trademarks reproduced through the System, all iWave Data, all linkages to external applications or third-party services, and all methods, processes, algorithms and databases provided through the System, and excepting out any Third Party Data owned by Third Party Data Providers. This Agreement does not grant you any intellectual property license or rights in or to the System or any of its components. The System and its components are protected by copyright and other laws.

2.5       System Revisions. iWave may revise System features and functions at any time, including without limitation, removing certain features and functions. If any such revision to the System materially reduces features or functionality provided pursuant to an Order, you may within 30 days of notice of the revision terminate such Order, without cause, or terminate this Agreement without cause if such Order is the only one outstanding.  iWave reserves the right to modify content and/or data providers for the System and the right to re-name or re-brand Products.  Modifications and/or improvements will not result in additional costs during a Subscription Period but may result in changes to Subscription Fees in the following Subscription Period.

3. THE PRODUCTS

3.1       Provision of Products.  iWave shall provide you with the Products identified on an Order Form. Your use of any Product, in addition to these Terms and Conditions, may be subject to certain additional restrictions set forth on an Order Form.  The form and nature of the Products may change from time to time without prior notice to you. Each change, update or modification will also be governed by this Agreement, unless otherwise stated in an Order.

3.2       Order Requirements. Each proposed Order shall be submitted to iWave through a representative having the authority to bind you, and iWave may presume that such representative has such authority. Each proposed Order will include your organization’s accurate name, email address, or other identifying information, the Product option selected by you, any transaction-specific terms and conditions, the Subscription Period for which you have subscribed to use the Products, and the Subscription Fees. No proposed Order will be considered an Order until accepted by iWave in writing.

3.3       Passwords and Security of Account.  As part of the registration process, you will be provided with an opportunity to select passwords for your account.  You shall use commercially reasonable efforts to maintain the confidentiality of passwords, and iWave has no liability with regard to the use of such passwords by third parties as a result of your breach of this Section 3.3.  iWave will only discuss your account details with the primary contact listed on the Order Form.  Except as expressly permitted by this Agreement, you will not permit a third party to use any of your account details at any time, and you will notify iWave at support@iwave.com if you have reason to believe the security of your account has been compromised. iWave reserves the right to terminate any account, which iWave reasonably determines may have been used by an unauthorized third party.

3.4       Sourcing of iWave Data.  iWave uses commercially reasonable efforts to obtain the iWave Data from reliable sources, however iWave reserves the right to substitute and replace the sources for the iWave Data, and iWave is not liable for errors, inaccuracies or incompleteness of the iWave Data included in any Product. iWave represents that the iWave Data has been collected in accordance with applicable local, provincial, state, and federal statutes and regulations.

3.5       Third Party Data Providers.  iWave licenses Third Party Data for use in its Products and may be obligated to comply with certain restrictions and requirements associated with such use of data. iWave uses reasonable best efforts to ensure the use and incorporation of Third Party Data in the Products does not violate such restrictions and requirements.  You shall provide iWave with notice of all actions, claims, losses or damages arising out of the use of the Products that, to your knowledge, relate to Third Party Data.  iWave will be responsible for forwarding any such notice to the Third Party Data Provider, as applicable.  Third Party Data Providers are intended third party beneficiaries of this Agreement and therefore the benefit of all limitations of liability that apply to iWave hereunder also apply to Third Party Data Providers.

3.6       Hyperlinks and Interoperability. The System may provide links to third party software or websites that are not maintained by, or related to, iWave or the Products. Links to such software or websites are only provided as a service to you to enhance your use of the Products.  iWave does not continuously monitor or review such software or websites and is not responsible for the content of such software or websites.  Links to other websites are to be accessed at your own risk, and iWave makes no representation about the content, completeness or accuracy of these links or the websites linked to the System.  iWave provides links as a convenience, and the inclusion of any link to a third party software or website does not necessarily imply endorsement by iWave of that software or website or any association with its operators.

3.7       Technical Support.  Technical support can be accessed by contacting iWave by phone or email using the contact information located at support.iwave.com, or by logging in to your iWave account and clicking “Support” to contact our client services team and to access tools and resources to support your use of iWave Products.

4. USE OF IWAVE PRODUCTS AND SYSTEM

4.1       Acceptable Use. You shall use the Reports, Products and System solely for your Internal Business Purposes.  You shall not:

• use the Products or System for service bureau or time-sharing purposes or in any other way allow third parties to use the Reports, Products or System,
• use the Products or System to harm minors in any way,
• impersonate any person or entity, including, but not limited to, an iWave employee, account administrator, or other client or User, or falsely state or otherwise misrepresent your affiliation with a person or entity,
• provide System passwords or other log-in information to any third party,
• manipulate identifiers to disguise the origin of any of your Client Data,
• use the System for illegal activities or in violation of any application law, rule or regulation,
• use the System to upload, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation,
• use the System to upload, transmit, or otherwise make available any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware,
• interfere with or disrupt the System or servers or networks connected to the System, or disobey any requirements, procedures, policies or regulations of networks connected to the System,
• modify, adapt, or hack the System, including by using any non-public iWave APIs, or otherwise attempt to gain unauthorized access to the System or its related systems or networks,
• access the System in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System, or
• use data scraping tools to scrape data from the System.

4.2       Prohibition on Malicious Use.  You shall not interfere with or disrupt System users with the intent to cause an excessive or disproportionate load on iWave’s or its suppliers’ infrastructure by means of distribution of unsolicited bulk emails, viruses, trojan horses, worms, or other similar harmful or deleterious programming routines.  iWave reserves the right to take reasonable actions to respond to activities conducted using your account information that may cause a denial, degradation, interference or disproportionate burden on the System.  iWave may suspend or terminate your account without prior notice in the event that your use of the Products and/or System pose or appear to pose an unacceptable risk to the stability, integrity, or quality of the System.

4.3       Compliance with Laws and Third Party Data Provider Requirements. Each Party shall comply will all applicable laws in its performance of this Agreement or in the exercise of its rights hereunder.  You shall only use the Products and System in compliance with all applicable laws, including without limitation applicable laws and regulations regarding telemarketing, customer solicitation (including wireless advertising and e-mail solicitation), data protection and privacy (including but not limited to the NAI Code of Conduct), laws governing the protection of personally identifiable information, and laws governed by agencies such as the Federal Communications Commission (FCC) that place restrictions on marketing activities using facsimile numbers for unsolicited marketing advertisements.  iWave is obligated to comply with certain restrictions and requirements placed upon the use of the Third Party Data by the Third Party Data Providers. You shall strictly comply with all restrictions and requirements now or hereafter imposed upon iWave or its licensees by the Third Party Data Providers to the extent such restrictions and requirements are made known to you in writing in advance, including, without limitation, the usage restrictions contained in this Agreement.  In the event that legislation or governmental regulations or the Third Party Data Providers’ requirements limit or prohibit the delivery or use of any Product, or if, in iWave’s reasonable judgment, delivery or use of any Product would violate any such legislation, regulations or requirements, iWave may suspend delivery of such Products.  At its option, iWave may: (i) implement an alternative method of providing the Products or (ii) terminate the applicable Order or Product and you will discontinue using such Product.  If iWave terminates the Order or a Product pursuant to this Section, iWave agrees to provide you with a refund of any Subscription Fees paid in advance for any Product that has not yet been delivered to you under the applicable Order.  The foregoing remedies do not apply if such noncompliance arises out of your use of the Products, or your violation of the provisions of this Agreement.

4.4       Users and Access. You are responsible and liable for your Users’ use of the Reports, Products, and System, including without limitation, the conduct of any User that is not authorized to use the Reports, Products and System, and the conduct of any User that violates the provisions of this Agreement.

4.5       Audit.  iWave will not systematically monitor Client Data, but reserves the right to review, or audit, Client Data from time to time in its reasonable discretion. iWave reserves the right to (a) disable access to or delete any Client Data which it determines in its sole discretion (such discretion to be exercised in good faith) to be illegal, obscene, threatening, defamatory, fraudulent, infringing, harassing, or otherwise offensive, and (b) disable access to or delete any other Client Data under reasonable circumstances, as such circumstances are determined in good faith by iWave.  iWave will notify you in advance prior to exercising its rights under this Section 4.5.

4.6       iWave’s Remedies for Breach. If iWave suspects any breach of the requirements of this Article 4, including without limitation a breach by Users, iWave may suspend your access to the Products without advanced notice, in addition to such other remedies as iWave may have. This Agreement does not require that iWave take any action against you or any User or other third party for violating this Article 4 or this Agreement, but iWave is free to take any such action it chooses, including terminating this Agreement in accordance with Section 10.3.

5. SUBSCRIPTION FEES, BILLING AND PAYMENT

5.1       Subscription Period.  Each Order Form identifies an initial Subscription Period during which this Agreement is in effect, and the Subscription Fees that apply during such Subscription Period.  You will receive a notification no less than 90 days prior to the end of each Subscription Period that Subscription Fees are due if you intend to use the Products during the next Subscription Period.  Unless you cancel an Order to use the Products no less than 60 days before the end of such Subscription Period in accordance with Section 10.2, iWave will invoice you for the next Subscription Period’s Subscription Fees.

5.2       Subscription Fees. Subscription Fees are identified on an Order Form.  Unless otherwise stated on the Order Form, all Subscription Fees are payable in advance.  iWave may increase or adjust the basis for calculating your Subscription Fees by notifying you three months prior to the commencement of your next Subscription Period.  Such changes or new fees will become effective at the commencement of your next Subscription Period.  Subscription Fees are calculated based on the total number of Users that may simultaneously access or use the System, the number of screening credits (“Screens”) available for use, and optional add-on components or features (“Add-Ons”).  Increases in Subscription Fees based on the number of Users, Screens and/or Add-Ons will be effective and invoiced at the time of the increase, or on a pro-rated basis if the change is made during a Subscription Period.  Decreases in Subscription Fees based on the number of Users, Screens and/or Add-Ons will be effective at the commencement of the next Subscription Period.  Upon renewal of an Order, recurring Screens will be reset to the original amount but will expire after one year or at the end of the Subscription Period, whichever is sooner.  One-time Screens do not expire or reset at the end of a Subscription Period but do expire upon termination of this Agreement.  Any introductory, promotional or incentive Subscription Fees are only available for the then-current Subscription Period.  For further details and examples on which Screens expire, reset, or are available for the Term of this Agreement, and for questions regarding Subscription Fee increases or decreases please see the iWave support documentation at support.iwave.com or contact iWave at support@iwave.com.

5.3       Payment. Payment method is identified on an Order Form.  You are solely responsible for any and all fees charged to you by your bank, or other financial institution including, but not limited to, international banking fees, membership, overdraft, insufficient funds, and over-the-credit-limit fees. Except as otherwise expressly set forth in this Agreement, all Subscription Fees, and any other fees or charges are non-refundable, and no credits are issued if you use the Products for only part of a Subscription Period.

5.4       Invoices. iWave may: (a) send invoices via email, or such other means as it may select from time to time; and (b) invoice you at the beginning of each Subscription Period. You may request an additional invoice or an invoice in a different format by emailing accounts.receivable@iWave.com. If you do not notify iWave in writing of a billing problem or discrepancy within 20 days of the relevant invoice date, you waive any right or dispute related to such problem or discrepancy.

5.5       Taxes. All Subscription Fees are exclusive of taxes, levies, and duties, and you will be responsible for payment of all such taxes, levies, and duties, including value-added tax (VAT), withholding, or similar taxes, but excluding Canada (federal or provincial) or United States (federal or state) income tax and any other taxes based solely on iWave’s income. iWave may calculate taxes based on the billing information you provide.  If you are exempt from sales tax, proof of such exemption must be provided to iWave within 20 days after the date of the applicable invoice.

5.6       Effect of Nonpayment. In the event that your account is 10 days or more overdue, in addition to any of its other rights or remedies, iWave may suspend your access to the System until such invoice is paid in full. iWave may at any time choose to refer unpaid invoices to a collection agency.  You will indemnify iWave for all legal fees, court costs and any other expenses incurred by iWave in the collection of unpaid invoices.  Any late payments will accrue late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

6. CLIENT DATA AND PRIVACY

6.1       Use of Client Data. During the Term, iWave shall require all its employees to sign strict confidentiality agreements as part of their employment agreement. Unless we receive your prior written consent, iWave: (a) shall not access, process, or otherwise use Client Data other than as necessary to facilitate the use of the Products or otherwise for the purpose for which it was provided by you, to prevent or address service or technical problems, or at your request in order to provide technical support; and (b) shall only grant access to those iWave employees with a need to access the Client Data for the purpose of delivering and supporting iWave Products and System, and shall not intentionally grant any third party access to Client Data, including without limitation iWave’s other clients, except subcontractors that are subject to a nondisclosure agreement. Notwithstanding the foregoing, iWave may access, preserve and disclose your account information and Client Data if required to do so by law or by proper legal or governmental authority, or if iWave believes that such actions are required (i) to comply with legal process; (ii) to enforce this Agreement; (iii) to respond to claims that Client Data violates the rights of third parties; or (iv) to protect the rights, property or personal safety of iWave, its clients and the public. iWave will give prompt notice to you prior to any disclosure pursuant to the preceding sentence, including in connection with any legal or governmental demand and will reasonably cooperate with you in any effort to seek a protective order or otherwise to contest such required disclosure, at your expense.  In the event of unauthorized access to the Client Data, iWave will use best efforts to notify you within two business days of such unauthorized access.  Client Data that is deleted from the System by you is permanently deleted.  Additional rights and obligations relating to iWave’s use of Client Data are included in iWave’s Privacy Policy.

6.2       Representations Regarding Client Data. If the Client Data includes any Personal Information, including Personal Information about individuals in the European Economic Area to which Regulation (EU) 2016/679, also known as the General Data Protection Regulation (“GDPR”) applies, you represent that: (a) you have obtained all consents necessary to collect and transfer such Personal Information to iWave as a data processor, or that you otherwise have a lawful basis on which to collect and transfer such Personal Information (b) the transfer of such Personal Information does not violate your privacy policy, and (c) any instructions given by you to iWave for the processing of Personal Information are lawful and do not violate your privacy policy.  You will be responsible for all inquiries regarding Personal Information that is included in Client Data.

6.3       Representations Regarding iWave Data. If the iWave Data includes any Personal Information, including Personal Information about individuals in the European Economic Area to which the GDPR applies, iWave represents that: (a) it has obtained all consents necessary to collect such Personal Information to Client through the System, or that iWave otherwise has a lawful basis on which to collect or obtain the Personal Information, including a legitimate interest as contemplated by Article 6 of the GDPR, (b) the transfer of such Personal Information does not violate applicable law or iWave’s privacy policy, and (c) any instructions given by iWave to Client for the processing of such Personal Information do not violate applicable law or iWave’s privacy policy.  iWave will be responsible for all inquiries regarding Personal Information that is included in iWave Data.

6.4       Privacy Policy. iWave’s Privacy Policy applies only to the Products and the Client Data that resides in the System, and does not apply to any third party website, software or service linked to the System or recommended or referred to through the System or by iWave’s representatives.

6.5       Security and Risk of Exposure. During the Term, iWave shall use industry best practices, including firewalls and 256-bit encryption, to ensure Client Data in transit and residing in the System is accessible only to iWave and the Users.  However, the Internet is an open system and iWave cannot and does not warrant or guarantee that third parties cannot or will not intercept or modify Client Data.  Further provisions with respect to iWave security measures are identified in iWave’s Privacy Policy.

6.6       Data Accuracy. iWave has no responsibility or liability for the accuracy of data uploaded to the System by Users, including without limitation Client Data.

6.7       Scrubbed Data. Notwithstanding anything to the contrary in this Agreement, iWave may use, reproduce, analyze, publicize, or otherwise exploit Scrubbed Data in any way, in its sole discretion in order to maintain, provide and improve the Products. In the context of this section, “Scrubbed Data” means aggregated, anonymized Client Data with personally identifiable information of individuals removed..

7. CONFIDENTIALITY

7.1       Definition. “Confidential Information” refers to the following items that one Party to this Agreement (“Discloser”) discloses to the other Party (“Recipient”): (a) any Reports produced through the use of the Products; (b) Client Data that is made available to iWave; (b) the Documentation, whether or not marked or designated confidential; (d) any technology incorporated into or used by the System, as well as the System’s non-public features, for which iWave will be considered the Discloser; and (e) any other non-public, sensitive information disclosed by Discloser, whether or not marked or designated “Confidential.” Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; or (iv) is approved for release in writing by Discloser.  For the avoidance of doubt, and unless excepted pursuant to the previous sentence, as between the Parties, the Client Data shall be considered the Confidential Information of the Client and the Documentation, iWave Data, and Third-Party Data shall be considered the Confidential Information of iWave.

7.2       Nondisclosure; Destruction or Return. Recipient shall not use Confidential Information for any purpose other than to fulfill Recipient’s obligations or exercise its rights pursuant to this Agreement (the “Purpose”). Recipient: (a) shall not disclose Confidential Information to any employee or contractor of Recipient unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Recipient with terms no less restrictive than those of this Article 7; and (b) shall not disclose Confidential Information to any other third party without Discloser’s prior written consent. Without limiting the generality of the foregoing, Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care or as otherwise expressly required under this Agreement. Recipient shall promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient’s attention. Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Recipient shall give Discloser prompt notice prior to any disclosure pursuant to the preceding sentence, including in connection with of any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser’s expense.  Subject to Section 10.5, within 30 days following the expiration or termination of this Agreement for any reason, or sooner upon the request of the Discloser, Recipient shall promptly return to the Discloser or destroy all Confidential Information; in either case, any and all copies of Confidential Information will be destroyed.  Upon request of the Discloser, Recipient will provide a written affidavit certifying that all Confidential Information has been returned or destroyed in compliance with this Section 7.2.

7.3       Injunction. Recipient agrees that breach of Section 7.2 may cause Discloser irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Discloser will be entitled to seek injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.

7.4       Retention of Rights. Except as expressly set forth in this Agreement, this Agreement does not transfer ownership of Confidential Information or grant a license thereto. Discloser will retain all right, title, and interest in and to all Confidential Information

8. REPRESENTATIONS AND WARRANTIES

8.1       From iWave. In addition to iWave’s representations about iWave Data in Article 6, iWave represents that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement, (b) it has obtained all permissions, releases, rights or licenses required to grant the rights provided in and perform its obligations under this Agreement; and (c) it is the owner of the System and of each component thereof (including the Products and Reports generated using the Products), or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. iWave’s representations in the preceding sentence do not apply to use of the Reports, Products or System in combination with hardware or software not provided by iWave, or in a manner not authorized by iWave under this Agreement. In the event of a breach of the representation in Section 8.1(c), iWave, at its own expense, will promptly take the following actions: (a) secure for you the right to continue using the System and applicable Products and Reports; (b) replace or modify the System or applicable Products or Reports to make them non-infringing; or (c) terminate the infringing features of the System or applicable Products and refund to you any prepaid fees for such features, in proportion to the portion of the Subscription Period left after such termination. In conjunction with your right to terminate for breach where applicable and iWave’s indemnification obligations hereunder, the preceding sentence states iWave’s sole obligation and liability, and your sole remedy, for breach of the representation in this Section 8.1 and for potential or actual intellectual property infringement by the System.

8.2       From Client. In addition to your representations concerning Client Data in Article 6, you represent that: (a) you have the full right and authority to enter into, execute, and perform your obligations under this Agreement, (b) you have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow iWave to perform its obligations) in connection with the use of the Products, (c) no pending or threatened claim or litigation known to you would have a material adverse impact on your ability to perform as required by this Agreement; (d) you have accurately identified yourself and you have not provided any inaccurate information about yourself to iWave; (e) you are a corporation or another legal entity authorized to do business or conduct charitable activities pursuant to applicable law, an individual with the legal capacity to enter into a contract, or the sole proprietorship of such an individual, (f) to the best of your knowledge, your use of the Products will not cause or require iWave to violate any applicable law, rule, regulation, opinion, or industry guidelines; and (g) you have provided, if required, proper notice and secured proper consent for the collection and use of the Client Data in connection with the use of the Products.

8.3       Disclaimers. Third Party Data used, processed and analyzed by the System has been obtained by iWave from sources believed to be reliable. However, because of the possibility of human or mechanical error by such sources, or by iWave, Third Party Data Providers or others, iWave and its Third Party Data Providers do not guarantee the accuracy, adequacy or completeness of any data in the System or Products, or Reports created by the Products, and are not responsible for any errors or omissions or for the results obtained from the use of such information or for any contact information being on a “do not call” or any “do not contact” list.  iWave disclaims any warranty, express or implied, that the names and telephone numbers of all subscribers on “do not call” lists have been identified on or deleted from the System.

8.4       No Implied Warranties.  Except to the extent set forth in Section 8.1 above, you accept the Products and System “AS IS” and as available, with no representation or warranty of any kind, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, or any implied warranty arising from statute or otherwise.  Without limiting the generality of the foregoing, iWave does not represent that the Products or System are or will be error-free or will meet your fundraising requirements.  You understand and accept that processing and transmission of electronic communications is essential to your use of the Products and System and that collection and transmission of Client Data will involve various networks that are not owned, operated, or controlled by iWave.  Changes to Client Data may occur in order to conform and adapt Client Data to the technical requirements of connecting networks and/or devices.  When communicated across the internet, network facilities and other electronic means, electronic communications may be accessed by unauthorized parties.  Although iWave uses administrative, physical and technical safeguards and makes commercially reasonable efforts to avoid delay, loss, alteration or interception of Client Data, except as expressly set forth in this Agreement, iWave is not responsible for any delay, loss, alteration or interception of Client Data resulting from networks that are not owned, operated and controlled by iWave and your use or reliance on the Products and the System is at your own risk.

9. INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1       iWave Indemnification.  iWave will indemnify and hold harmless you and your officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns against any third party claim, suit or proceeding arising out of or related to: (a) iWave’s breach of any of its representations, warranties, obligations, or covenants set forth in this Agreement; and (b) a third party claim alleging that your use of the unaltered Product or System infringes or misappropriates any U.S. or Canadian patent, copyright, or trade secret of such third party.  iWave’s obligations set forth in the preceding sentence include retention and payment of attorneys and payment of court costs, as well as settlement at iWave’s expense and payment of judgments. Client will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations.

9.2       Client Indemnification. You will defend, indemnify, and hold harmless iWave and iWave’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns against any third party claim, suit, or proceeding arising out of or related to your alleged or actual use of, misuse of, or failure to use the Products, including without limitation: (a) your breach of any of your representations, warranties, obligations, or covenants set forth in this Agreement; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Client Data; (c) claims related to infringement or violation of intellectual property, privacy, or confidentiality rights caused by material or content (including Client Data) uploaded to the System through your account; and (d) claims that use of the Products through your account harasses, defames, or defrauds a third party or violates any applicable provincial, state or federal law or restriction on electronic advertising or solicitation.  Your obligations set forth in the preceding sentence include retention and payment of reasonable legal fees and payment of court costs, as well as settlement at your expense and payment of judgments. iWave will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations.

9.3       Limitation of Liability.  Except for: (i) a breach by either Party of the obligations identified in Articles 4, 6 and 7, (ii) damages which arise from either Party’s gross negligence or willful misconduct, (iii) damages which arise from either Party’s noncompliance with applicable laws and regulations, or (iv) indemnification obligations pursuant to Sections 9.1 and 9.2 above, (a)  in no event will either Party be liable to the other for any special, indirect, consequential, or incidental damages, however caused and on any theory of liability arising in any way out of this Agreement, even if notified of the possibility of such damage, unless such damages are a direct result of the liable Party’s negligence or willful misconduct, and (b) the aggregate liability of one Party to the other for damages under this Agreement, regardless of the form of the action (whether in contract or in tort) will be limited to the amounts paid by you to iWave in the six months preceding the claim that gave rise to the liability.

10. TERM AND TERMINATION

10.1     Term. This term of this Agreement begins on the “Subscription Start Date” (identified on your first Order Form) and will continue for the Subscription Period designated on the Order Form, including any renewals (the “Term”).  Subject to the remaining Sections in this Article 10, if a Subscription Period is designated on the Order Form, the Term will renew automatically on the last day of each Subscription Period for an additional such period.

10.2     Termination without Cause.  You may terminate this Agreement by providing no less than 60 days advance notice before the end of a Subscription Period, by contacting iWave through the phone numbers located at support.iwave.com, or through the “Contact Us” tab on www.iwave.com. Your termination of this Agreement will be effective at the end of the Subscription Period during which iWave receives your notice. For clarity and by way of example, if iWave receives notice of termination during the second month of a new Subscription Period, termination will be effective at the end of that Subscription Period.  iWave may terminate this Agreement by providing no less than 90 days advance written notice before the end of a Subscription Period, by contacting your representative identified on the Order Form

10.3     Termination with Cause.  iWave may terminate or suspend your right and license to use any or all Products or terminate this Agreement in its entirety (and, accordingly, cease providing the Products to you), if you breach a material provision of this Agreement, which breach is not cured within 10 days of written notice from iWave of such breach.  Notwithstanding the previous sentence, iWave may immediately terminate or suspend your use of the Product if it is used in a manner that contravenes the provisions of Article 4, or if you are using the Product in a manner that would negatively impact iWave’s business or operations, if you are promptly notified of same.  iWave will not be liable to you or any third party for such termination or suspension. Upon iWave’s suspension of your use of any Product, in whole or in part, for any reason: (i) fees will continue to accrue for any Product that you are still using but have not paid for, notwithstanding the suspension; (ii) you remain liable for all fees, charges and any other obligations you have incurred through the date of suspension with respect to the Products; and (iii) all of your rights with respect to the Products will be terminated during the period of the suspension.  You may terminate this Agreement if iWave is in breach of a material provision of this Agreement, which breach is not cured within 10 days of written notice from you of such breach.  For clarity, iWave’s material obligations are identified in Sections 3.1, 3.3, 4.3, 6.1 and 7.2 of this Agreement.

10.4     Termination upon Bankruptcy or Insolvency.  Either Party may, at its option, terminate this Agreement immediately upon written notice to the other Party, in the event (i) that the other Party becomes insolvent or unable to pay its debts when due; (ii) the other Party files a petition in bankruptcy, reorganization or similar proceeding, or, if filed against, such petition is not removed within ninety (90) days after such filing; (iii) the other Party discontinues its business; or (iv) a receiver is appointed or there is an assignment for the benefit of such other Party’s creditors.

10.5     Access to Client Data on Termination.  In the event your access to the Products is terminated or expires (other than by reason of your breach), iWave will make available to you a file of the Client Data if requested in writing by you within fifteen (15) days after such termination, in a machine-readable format of iWave’s choosing, acting reasonably.  Subject to the following sentence, Client Data shall remain in the System’s production environment for 30 days after you are no longer an active client of iWave, then will be archived for 30 days, then will be permanently deleted.  Summary level User data shall be retained indefinitely in iWave’s customer relations management software, but search information based on Client Data shall be deleted in accordance with the foregoing.  iWave reserves the right to withhold, remove and/or discard Client Data, without notice, for any breach, including, without limitation, your non-payment of Subscription Fees. Upon termination for cause, your right to access or use Client Data will immediately cease, and iWave will have no obligation to maintain or provide any Client Data.

10.6     Effects of Termination. Upon termination of this Agreement, your access to the Products will end, and you will destroy or return all copies of the Documentation in your possession or control. The following provisions will survive termination or expiration of this Agreement: any obligation of you to pay fees incurred before termination, Section 2.3 (Use of Reports), Section 2.4 (System Ownership), Article 7 (Confidential Information), Section 8.3 (Disclaimers), Article 9 (Indemnification and Limitation of Liability); and any other provision of this Agreement that must survive to fulfill its essential purpose.

11. MISCELLANEOUS

11.1     Independent Contractors. The Parties are independent contractors and will so represent themselves in all regards. The Parties are not agents of the other and neither may make commitments or representations on the other’s behalf.

11.2     Notices. iWave may send notices pursuant to this Agreement to your email contact points provided by you, and such notices will be deemed received 24 hours after they are sent. You may send notices pursuant to this Agreement to support@iWave.com, and such notices will be deemed received 24 hours after they are sent.  Either Party may update its email contact for notice purposes by providing notice pursuant to this Section 11.2.

11.3     Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing Party’s reasonable control.

11.4     Assignment & Successors. This Agreement may not be assigned by either one of the Parties by operation of law or otherwise, without the prior written consent of the other Party, which consent will not be unreasonably withheld.  Such consent is not required in connection with the assignment of the Agreement pursuant to a merger, acquisition, or sale of all or substantially all the assigning Party’s assets.  Any purported assignment of this Agreement in violation of this Section 11.4 shall be null and void.

11.5     Severability. To the extent permitted by applicable law, the Parties waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. If a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

11.6     No Waiver. Neither Party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

11.7     Choice of Law and Jurisdiction: This Agreement will be governed solely by the internal laws of the Province of Prince Edward Island, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the Parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and provincial courts of Charlottetown, Prince Edward Island.

11.8     Conflicts. In the event of any conflict between an Order Form, these Terms and Conditions, and any iWave policy posted online, including without limitation the Privacy Policy, the terms of these Terms and Conditions will prevail, provided, however, that with respect to a specific Order Form, the terms of such Order Form will prevail if they explicitly state that that the Parties’ intend for them to prevail with an express reference to the specific provision in the Terms and Conditions that is being overridden.

11.9     Construction. The Parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either Party by reason of authorship.

11.10   Entire Agreement. This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither Party has relied upon any such prior or contemporaneous communications.

11.11   Amendment. iWave may amend this Agreement from time to time by posting an amended version on www.iwave.com and sending you written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless you first provide iWave with written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of your next Subscription Period following the Proposed Amendment Date (unless either you or iWave first terminates this Agreement pursuant to Article 10).  Your continued use of the Products following the effective date of an amendment will confirm your consent to such amendment. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each Party. Notwithstanding the foregoing provisions of this Section 11.11, iWave may revise the Privacy Policy at any time by posting a new version on www.iwave.com/privacy-policy/, and such new version will become effective on the date it is posted.

11.12   Marketing. Unless otherwise directed or required by you, iWave may identify you as a client of iWave and use your name and/or logo in iWave marketing materials. You hereby grant iWave a limited, non-exclusive, non-transferable, non-sublicenseable license during the Term of this Agreement to display your trade names, trademarks, service marks, logos, domain names and the like for the purpose of promoting or advertising that you use the Products.

11.13   Dispute Resolution. For the purposes of this paragraph, “Dispute” is defined as any conflict between the parties pertaining to the subject matter of this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, in which one Party has an actual or perceived claim against the other Party.  Any dispute arising out of or related to this Agreement shall first be subject to good faith discussions and negotiations between authorized representatives (“Representatives”) of each Party.  Disputes that are not able to be resolved between the Representatives within 30 days of first notification to the other Party that there is a dispute, will be submitted to mandatory, binding arbitration administered by Conflict Resolution Services in Charlottetown, Prince Edward Island (or an equivalent organization), with the Parties sharing equally the costs of arbitration. Arbitration will proceed according to standard commercial arbitration rules. This Section 11.13 does not limit either Party’s right to provisional or ancillary remedies from a court of competent jurisdiction before, during, or after the pendency of any arbitration, and the exercise of any such remedy does not waive either Party’s right to arbitration. Judgment on an arbitration award may be entered by any court with competent jurisdiction. This Agreement is subject to the operation of the 1958 United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Judgment on an arbitration award may be entered by any court with competent jurisdiction. This Agreement is subject to the operation of the 1958 United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards.  This Section 11.13 does not apply to Disputes involving unpaid invoices, for which iWave may pursue any dispute resolution process it chooses, including civil claims or referrals to collection agencies.

engage Terms and Conditions

Your Right to Create or Post Content

Our Service allows You to generate and post Content. You are responsible for the Content that You generate using the AI Service, including its legality, reliability, and appropriateness.

By generating and posting Content to the Service, You grant Us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of Your rights to any Content You create, post, or display on or through the Service and You are responsible for protecting those rights. You agree that this license includes the right for Us to make Your Content available to other users of the Service, who may also use Your Content subject to these Terms.

You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

Content Restrictions

The Company is not responsible for the content of the Service’s users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your account, whether done so by You or any third person using Your account.

You may not generate or transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

• Unlawful or promoting unlawful activity.
• Automated article spinning & bot-like content generation
• Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
• Restricted verticals such as substance/drugs use, adult services, etc.
• Spam, machine – or randomly-generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
• Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
• Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
• Impersonating any person or entity including the Company and its employees or representatives.
• Violating the privacy of any third person.
• False information and features.

The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content or use of app is appropriate and complies with this Terms, refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner any Content. The Company can also limit or revoke the use of the Service if You post such objectionable Content. As the Company cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.

You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Services. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Services, or any processes that run or are activated while you are not logged on to the Services, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any portion of the Services is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.

Content Backups

Although regular backups of Content are performed, the Company do not guarantee there will be no loss or corruption of data.

Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.

The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.

You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.

Copyright Policy

We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.

If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email at hello@nonprofitoperatingsystem.com and include in Your notice a detailed description of the alleged infringement.

You may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing Your copyright.

Company has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at www.lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of Company’s Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this Section. It is Company’s policy to (1) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; and (2) remove and discontinue service to repeat offenders.

1. Procedure for Reporting Copyright Infringements:

If you believe that material or content residing on or accessible through the Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
2. Identification of works or materials being infringed;
3. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Company is capable of finding and verifying its existence;
4. Contact information about the notifier including address, telephone number and, if available, email address;
5. A statement that the notifier has a good faith belief that the material identified in (3) is not authorized by the copyright owner, its agent, or the law; and
6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
7. Once Proper Bona Fide Infringement Notification is Received by the Designated Agent:

It is Company’s policy:

1. to remove or disable access to the infringing material;
2. to notify the content provider, member or user that it has removed or disabled access to the material; and
3. that repeat offenders will have the infringing material removed from the system and that Company will terminate such content provider’s, member’s or user’s access to the Services.
4. Procedure to Supply a Counter-Notice to the Designated Agent:

If the content provider, member or user believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider, member or user believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or, pursuant to the law, the content provider, member, or user, must send a counter-notice containing the following information to the Designated Agent listed below:

1. A physical or electronic signature of the content provider, member or user;
2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;
3. A statement that the content provider, member or user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
4. Content provider’s, member’s or user’s name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s, member’s or user’s address is located, or, if the content provider’s, member’s or user’s address is located outside the United States, for any judicial district in which Company is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Company may send a copy of the counter-notice to the original complaining party informing that person that Company may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Company’s discretion.

Please contact Company’s Designated Agent to Receive Notification of Claimed Infringement at the following address: 1013 Centre Road, Suite 403-B, Wilmington, DE, 19805.

Intellectual Property

The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.

The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

Links to Other Websites

Our Service may contain links to third-party websites or services that are not owned or controlled by the Company.

The Company has no control over and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party websites or services that You visit.

Termination

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.

This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time. Company may terminate or suspend your access to the Services or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. Company may also terminate or suspend any and all Services and access to the App immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Services, access the App, and any Content will immediately cease. On termination of your account, the Company has the right to refund your transactions, or keep your funds on hold for a period of 180 days from the date of termination post which they can be released to your account. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

Indemnity

You will indemnify and hold Company, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any and all claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE APP OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE LESSER OF $100 OR THE FEES PAID BY YOU TO THE COMPANY (EXCLUDING THE FEES REMITTED TO THE SERVICE PROVIDER)DURING THE 12-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

We as a merchant shall be under no liability whatsoever in respect of any loss or damage arising directly or indirectly out of the decline of authorization for any Transaction, on Account of the Cardholder having exceeded the preset limit mutually agreed by us with our acquiring bank from time to time.

Warranty Disclaimer

Company has no special relationship with or fiduciary duty to you. You acknowledge that Company has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; what content you receive via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Company from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Company makes no representations concerning any content contained in or accessed through the Services, and Company will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. Company makes no representations or warranties regarding the accuracy of descriptions anywhere on the Services, or regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased (whether or not following such recommendations and suggestions) are provided “AS IS” without any warranty of any kind from Company or others unless, with respect to others (only), otherwise made expressly and unambiguously in writing by a designated third party for a specific product or service. THE SERVICES, CONTENT, APP, PRODUCTS AND SERVICES OBTAINED THROUGH THE APP, AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

For European Union (EU) Users

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

United States Federal Government End Use Provisions

If You are a U.S. federal government end user, our Service is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Severability and Waiver

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us at hello@nonprofitoperatingsystem.com

ascend and connect Terms and Conditions

Use of Website

This site is provided by UC Innovation, Inc. (“UC Innovation”) and may be used for your informational purposes only.

You may not use this website to commit any violation of federal, state, local, or international laws, regulations, or other governmental requirements. We reserve the right to report any activity that may violate any law or regulation to appropriate law enforcement officials, regulators, or other third parties, and we may do so without prior notice to you.

You are prohibited from violating, or attempting to violate, the security of this site. Any such violation may result in criminal and civil liabilities to you. Examples of prohibited security violations include, but are not limited to: (a) logging into a server or account that you are not authorized to access; (b) accessing data or taking any action to obtain services not intended for you or your use; (c) attempting to probe, scan, or test the vulnerability of any system, subsystem, or network related to the website or to any UC Innovation computer or computer system; (d) tampering, hacking, modifying, or otherwise corrupting or breaching security or authentication measures; (e) transmitting material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines or engines with the intent or effect of damaging, destroying, disrupting or otherwise impairing a computer’s functionality or the operation of the website; (f) interfering with, intercepting, or expropriating any system, data, or information; and (g) interfering with service to any user, host, or network including, but not limited to, by means of overloading, “flooding,” “mailbombing,” or “crashing” any system, subsystem, or network related to the website or otherwise.

Content

All content included on this website, such as text, graphics, logos, button icons, images, photographs, audio clips, digital downloads, data compilations, and software is the property of UC Innovation or its content suppliers and is protected by United States and international copyright laws. You are authorized to copy, print, or distribute such content only as follows:

1. You may print individual pages but cannot copy or download a large portion of the website (e.g., no bots, webcrawlers, spiders, etc. that “harvest” the website).
2. You may download, print, distribute, and use pages from the website only for informational, non-commercial purposes.
3. Any copies of such documents or pages must not alter the original website content and must include the UC Innovation copyright notice: “Copyright 2017 UC Innovation, Inc.”.
4. You may not frame this website or any portion thereof. Linking to this website in a way that does not otherwise infringe upon UC Innovation trademark interests is permitted, provided that the link does not falsely imply or suggest that UC Innovation has endorsed or is affiliated with the linked website.
5. UC Innovation reserves the right to terminate all or any portion of the above authorizations to you at any time in UC Innovation’s sole discretion.

Except as expressly provided above, you may not otherwise copy, display, download, distribute, modify, reproduce, republish, retransmit or create derivative works based upon any information, content, or materials contained in this website or any medium (including electronic or hard copy) without the express prior written consent of UC Innovation. Nothing contained on this website shall be construed as conferring by implication, estoppel, or otherwise any license or right under any intellectual property right of UC Innovation or any third party, except as expressly provided above.

Trademarks

The trademarks, service marks, and logos of UC Innovation and its affiliates used and displayed on our site are our registered and unregistered trademarks. Requests to use trademarks owned by other companies which may be mentioned on our site should be directed to such other companies. We actively and vigorously enforce our intellectual property rights. Our trademarks, service marks, and logos may not be used in any way, including in advertising or publicity pertaining to distribution of materials on our site, without our prior written permission.

Submissions

All submissions, documents, materials, postings, comments, remarks, suggestions, ideas, graphics, or other information communicated from users to this website will forever be the property and intellectual property of UC Innovation, and UC Innovation will not be required to treat any such submission as confidential. Further, UC Innovation will be entitled to use any such submission for any purpose whatsoever, commercial or otherwise, without compensation to you or anyone else. Do not submit material that is unlawful, defamatory, abusive, or obscene, or that will violate any right of any third party, including copyright, trademark, privacy, or other personal or proprietary right(s).

Indemnification

You agree to indemnify, defend, and hold harmless UC Innovation, its affiliates, officers, directors, employees, agents, suppliers, and third-party partners from and against all losses, expenses, damages, and costs, including reasonable attorneys’ fees and expenses, resulting or arising from, or incurred in connection with, any violations by you of these Terms and Conditions.

Limitation of Liability

UC INNOVATION AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY DAMAGES OR INJURY, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES THAT RESULT FROM THE USE OF (OR THE INABILITY TO USE) THIS WEBSITE AND ITS CONTENTS, OR A WEBSITE LINKED TO THIS WEBSITE, INCLUDING ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION, COMPUTER VIRUS, LINE FAILURE, OR OTHER COMPUTER MALFUNCTION.

Compliance with Local Laws

This website is controlled and administered by UC Innovation from its offices within the United States, and this website and its contents are intended to comply with applicable laws and regulations in the United States. Although the information on this website is accessible to users outside of the United States, UC Innovation makes no representation that the content of this website complies with laws and regulations of any jurisdiction outside of the United States or that such content is appropriate or available for use in any such jurisdiction. Access to any content on this website from locations where such content is illegal is prohibited. If you choose to access this site from locations outside of the United States, you are responsible for compliance with any applicable local laws and regulations. You may not use or export any of the information on this website in violation of US export laws and regulations.

Integration and Severability

If any provision of these Terms and Conditions of Use is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and Conditions of Use and will not affect the validity and enforceability of the remaining provisions. These Terms and Conditions of Use as may be updated from time to time by UC Innovation to represent the entire agreement between you and UC Innovation relating to the subject matter herein.

Changes

UC Innovation reserves the right, at its sole discretion, to supplement or modify these Terms and Conditions of Use in whole or in part, at any time. Any such supplement or modification will become effective when it is posted on the website. Your continued use of the website after any supplements or modifications to these Terms and Conditions of Use are posted will be considered acceptance thereof.

Links

As a convenience to you, UC Innovation provides links that allow you to connect with websites that are not under UC Innovation’s control. You access these sites at your own risk. We are not responsible for the contents of any linked site, nor does the appearance of a link imply UC Innovation’s endorsement.

Privacy and Security

For an explanation of UC Innovation’s policies related to the collection, use, and storage of information, please read our Privacy Policy.

Functionality Disclaimer

UC Innovation does not guarantee that the functions contained in the site will be uninterrupted or error-free, that this site or its server will be free of viruses or other harmful components, or that defects will be corrected even if UC Innovation is aware of them. The material in this website may include technical inaccuracies or typographical errors.

Minors

UC Innovation suggests that parents supervise their children while online. No information should be posted by minor children without parental consent.

DISCLAIMER

THIS SITE IS PROVIDED BY UC INNOVATION ON AN “AS IS” AND “AS AVAILABLE” BASIS. UC INNOVATION MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS WEBSITE OR THE INFORMATION INCLUDED ON THIS WEBSITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS WEBSITE IS AT YOUR SOLE RISK. UC Innovation DOES NOT WARRANT THAT THE INFORMATION IN THIS WEBSITE IS ACCURATE, COMPLETE, CURRENT, RELIABLE, OR CORRECT, THAT THIS WEBSITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR THAT THE WEBSITE IS FREE OF HARMFUL COMPONENTS.

Applicable Law

These Terms and Conditions of Use shall be governed by, and construed in accordance with, the laws of the State of California. Any dispute arising from these terms shall be resolved exclusively in the state and federal courts in Irvine, California.