Last Updated: 11/30/22
1. Introduction
2. Definitions
3. The Services
4. Intellectual Property Rights
5. Your Use of the Services
6. Fees and Payment Terms
7. Privacy
8. Confidential Information
9. Disclaimer of Warranties and Limitations of Liability
10. Indemnification
11. Disputes
12. Term, Termination and Survival
13. General
Impact Local, Inc. (“we,” “us,” “ours” or “Impact Local”) provides a platform that helps users discover and support nonprofit organizations through our applications and websites, including getimpactlocal.com (collectively, the “Platform”), and related services (together with the Platform, the “Services”).
These Nonprofit Subscriber Terms of Service (“Nonprofit Subscriber Terms”) are a binding legal agreement between us and the organization that registers to be identified as a nonprofit organization on our Platform (“you,” “your,” “yours” or “Nonprofit Subscriber”). These Nonprofit Subscriber Terms govern your access to and use of the Services and your and our respective rights and obligations. Sometimes in these Nonprofit Subscriber Terms we call you and us a “party” or together, the “parties.”
These Nonprofit Subscriber Terms also govern the access to and use of the Services by any of your authorized users acting on your behalf, such as your employees and officers (each, a “Nonprofit Subscriber User”).
Donors and potential donors should consult the User Terms for the terms governing their use of the Services.
We reserve the right to update or modify these Nonprofit Subscriber Terms at any time as provided in the Amendment Section below.
ARBITRATION, JURY TRIAL WAIVER AND CLASS ACTION WAIVER: EXCEPT AS OTHERWISE DESCRIBED IN THE DISPUTES SECTION BELOW, BY USING THE SERVICES, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING ARBITRATION AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. PLEASE REVIEW THE DISPUTES SECTION CAREFULLY.
BY USING THE SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO ALL OF THESE NONPROFIT TERMS. IF YOU DO NOT AGREE TO THESE NONPROFIT TERMS, DO NOT USE THE SERVICES.
These Nonprofit Subscriber Terms contain defined terms that have specific meanings. Some terms are defined in this Section 2 and some terms are defined in other sections of these Nonprofit Subscriber Terms. You can tell that a term is being defined when it has quotation marks around it. Defined terms are also capitalized when used in these Nonprofit Subscriber Terms (except for when we refer to you/your/yours, us/we/ours or party/parties, which are terms defined in Section 1 that are not capitalized when used in these Nonprofit Subscriber Terms).
2.1 “Aggregated Data” means any data or data compilations aggregated, created or derived by us, or our affiliates or third parties on our behalf, from End User Content, Nonprofit Subscriber Content or the use of the Services by Nonprofit Subscriber, Nonprofit Subscriber Users or End Users that has been anonymized or deidentified.
2.2 “Applicable Law” means any law that applies to you or us in a given circumstance; this includes laws, regulations, court orders and arbitration determinations and agreements.
2.3 “Controller” means the person that determines the purposes and means of Processing of Personal Information; that controls the collection of Personal Information; or that otherwise satisfies the definition of a Personal Information “controller” under Applicable Law.
2.4 “End User” means donors, potential donors and any other users of the Services who are not the Nonprofit Subscriber or acting on behalf of Nonprofit Subscriber or another nonprofit subscriber when they access or use the Services.
2.5 “End User Account Data” means any information that relates to an End User’s use of the Services obtained by us, or our affiliates or third parties on our behalf, including Personal Information about an End User and information about an End User’s donations through the Services.
2.6 “End User Content” means content or other information End Users provide or make available in connection with their use of the Services at any time, including data, text, audio, video or images, but excluding Feedback. End User Content includes End User Account Data to the extent provided by the End User.
2.7 “Feedback” means any suggestion, enhancement request, recommendation, correction change or other feedback regarding the Impact Local Property from any source.
2.8 “Impact Local Content” means content or other information created, derived, owned or licensed by or on behalf of Impact Local that we make available in connection with the Services.
2.9 “Impact Local Property” means the Aggregated Data, the End User Account Data, the Impact Local Content, the Platform and the Services.
2.10 “Nonprofit Subscriber Application” means your website, software services or software application.
2.11 “Nonprofit Subscriber Content” means content or other information you or your Nonprofit Subscriber Users provide or make available in connection with your use of the Services at any time, including data, text, audio, video or images, but excluding Feedback.
2.12 “Personal Information” means information that identifies, relates to or could reasonably be linked, directly or indirectly, with a particular individual or household, excluding information publicly available from government records or Aggregated Data.
2.13 “Processing” or “Process” means any operation or set of operations performed on Personal Information or on sets of Personal Information, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
2.14 “Security Incident” means any unauthorized access, acquisition, disclosure, use, theft, loss, destruction, alteration or other compromise of: (a) your Impact Local account or any of your or your Nonprofit Subscriber User’s access credentials to the Services; or (b) Personal Information in End User Account Data that you Process or is otherwise in your possession or control.
2.15 “Service Limit” means any limitations or conditions on, or policies concerning, your use of or access to the Services as set forth in the Services from time to time, for example, as stated in your account or a policy posted by Impact Local from time to time, such as limitations on the number of Nonprofit Subscriber Users.
3.1 The Services are administrative services; we are not a payment processor, financial institution, broker, solicitor or nonprofit organization. The Services consist of administrative services and a technology Platform that allow End Users to discover and support nonprofit organizations, such as Nonprofit Subscriber, including by making donations to nonprofit organizations, such as Nonprofit Subscriber. The Services are available in the United States only. We are not a payment processor or financial institution and we do not hold any End User or nonprofit organization funds. We use third party payment processors to process donations (see Section 6 for more information on payment processing). We do not act as a broker for anyone. We do not solicit donations, engage in any solicitation activities or consult on the solicitation of donations on behalf of anyone. We do not endorse any nonprofit organization, including Nonprofit Subscriber, cause or fundraiser. We do not guarantee that you will obtain a certain amount of donations or any donations at all; we have no liability or responsibility for donations or funds raised or the outcome or success of your use of the Services. We are not a 501(c)(3) nonprofit corporation under the U.S. Internal Revenue Code of 1986, as amended, or other tax-exempt nonprofit organization.
3.2 The content accessible through the Services is for informational purposes only. All information and content accessible in connection with the Services is for informational purposes only. No information or content is intended to provide financial, legal, tax or other professional advice. Before making any decisions regarding using the Services, including accepting donations, you should consult your own financial, legal, tax or other professional advisor, as applicable. You understand and agree that all information and content accessed by you while using the Services is provided “as is” and your reliance on such information and content is at your own risk. The Services may contain typographical, technical, photographic or other errors, inaccuracies or omissions. We do not guarantee that the Services or any information or content provided through the Services is accurate, complete or current, including information about nonprofit organizations, or any End User Content, Impact Local Content or Nonprofit Subscriber Content. We have not independently verified any information provided by nonprofit organizations, End Users or other third parties, and we disclaim any obligation to verify any such third-party information. You agree that, to the fullest extent permitted by Applicable Law, we have no liability for any errors, inaccuracies or omissions in any third-party information or other information made available to you through the Services. We have the right, but not the obligation to correct any errors, inaccuracies or omissions.
3.3 Third-Party connections. The Services may include integrations, links or connections to third-party websites, applications, content or services. This inclusion does not imply review or endorsement by us; you proceed at your own risk to a third-party website, application or service. We do not warrant, and are not responsible for, the services, products, statements or claims made by or about a third party, or the actions or omissions of any third-party. You must review and comply with any third-party terms of service or other provisions when accessing or using such resources.
3.4 Changes to the Services. You acknowledge that the Services, including any feature, may be updated, removed or otherwise be subject to change in our sole discretion and without notice to you. You agree that we will not be liable to you or any third party for any change, suspension or discontinuance of the Services or any related feature.
4.1 Our intellectual property rights. Between you and us, we own or hold all right, title and interest in and to the Impact Local Property, all components and derivative works of the Impact Local Property and the copyrights, patents, trade secrets, trademarks and other intellectual property rights pertaining to any aspect of the Impact Local Property. We reserve all rights in the Impact Local Property not expressly granted to you in these Nonprofit Subscriber Terms. You acquire no ownership interest, derivative work or component of the Impact Local Property through your use of it.
4.2 Our rights in End User Account Data; your licensed and authorized use of End User Account Data. Between you and us, we own or hold all right, title and interest in and to the End User Account Data and reserve all rights in the End User Account Data not expressly granted to you in these Nonprofit Subscriber Terms. If we provide you with any End User Account Data, we grant you a non-exclusive, limited right to access, store, Process, use, copy, disclose or transfer such End User Account Data solely in compliance with Applicable Law for the following purposes: (a) manage your transactions with the applicable End User; (b) if you have a valid opt-in from the applicable End User and have not received an opt-out from the applicable End User, send solicitations, marketing or promotional communications to the applicable End User solely for the benefit of Nonprofit Subscriber and related to Nonprofit Subscriber’s nonprofit purposes; (c) carry out your core nonprofit operations, such as accounting and taxes; (d) detect, prevent or investigate Security Incidents or fraud; (e) perform identify verification; or (f) in accordance with, or as required Applicable Law, legal process or governmental request (“Authorized Uses of End User Account Data”). For the avoidance of doubt, you are not authorized to: (aa) use End User Account Data for any solicitations, marketing or promotional purposes unless you have a valid opt-in from the applicable End User and have not received an opt-out from the applicable End User; (bb) use End User data for any solicitations, marketing or promotional purposes of a third party or for any purpose that is not your nonprofit purpose; (cc) publish, display or otherwise make public any End User Account Data; (dd) sell End User Account Data; or (ee) share any End User Account Data for cross-contextual behavioral advertising, targeted advertising or profiling purposes.
4.3 Your rights in Nonprofit Subscriber Content; our licensed and authorized use of Nonprofit Subscriber Content. Between you and us, you own or hold all right, title and interest in and to the Nonprofit Subscriber Content and reserve all rights in the Nonprofit Subscriber Content not expressly granted to us in these Nonprofit Subscriber Terms. You grant us (a) a non-exclusive, royalty-free, transferable and sublicensable worldwide right and license to access, store, Process, use, copy, record, modify, make derivative works from, translate, display, publicly perform, broadcast, transmit, publish, distribute, disclose, transfer, remove and export Nonprofit Subscriber Content for the purposes of (i) providing the Services, improving and enhancing the Services or as otherwise permitted by these Nonprofit Subscriber Terms; (ii) in accordance with, or as required by, Applicable Law, legal process or governmental request; and (iii) to enforce or defend our rights or carry out our obligations; and (b) a non-exclusive, royalty-free, perpetual, irrevocable, transferable and sublicensable worldwide right and license to access, store, Process, use, copy, record, modify, make derivative works from, translate, disclose, transfer, sublicense, sell and export Nonprofit Subscriber Content for the purposes of aggregating, collecting, compiling or creating the Aggregated Data (collectively, the “Authorized Uses of Nonprofit Subscriber Content”). We own all Aggregated Data. To the extent that we require further rights, you assign us all right, title and interest in and to the Aggregated Data.
4.4 Our rights to Feedback; limits on your use of Feedback. We encourage you to submit Feedback to us. If you or your Nonprofit Subscriber Users provide us with Feedback via the Services or any other method, you grant us an exclusive, royalty-free, perpetual, irrevocable, transferable and sublicensable worldwide right and license to access, store, Process, use, copy, record, modify, make derivative works from, translate, display, publicly perform, broadcast, transmit, publish, distribute, disclose, transfer, remove, sublicense, sell and export Feedback provided by you and your Nonprofit Subscriber Users, in any form or medium, without restriction. You and your Nonprofit Subscriber Users are prohibited from reposting, republishing or redistributing Feedback. We have the right, but do not assume any responsibility to review, screen or approve Feedback. We have no obligation to keep Feedback confidential, to pay any compensation for Feedback or to respond to any Feedback. You are solely responsible for the accuracy and legality of any Feedback you and your Nonprofit Subscriber Users make. We take no responsibility and assume no liability for any Feedback posted or transmitted by you or a third party.
4.5 Marks and Publicity. Each party retains the exclusive ownership right to any distinctive trade names, logos, trademarks, service marks, product identifications, artwork and other symbols and devices associated with such party or its products or services (“Marks”). You grant us a right and license to use your name or Marks to identify you as a nonprofit organization in our Services, the Impact Local Content or other promotional materials for Impact Local or the Services. If you obtain our prior written approval in each instance to use our name or Marks to identify us as a provider of the Services within your Nonprofit Subscriber Applications or in communications with End Users (“Approved Materials”), then we grant you a right and license to use our name or Marks in such Approved Materials. Neither you nor we will use the other party’s Marks in a manner that disparages or embarrasses the other party.
4.6 Notice and Procedure for Making Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes upon their rights under US copyright law. If you believe that any content or materials we host on or through the Services infringe upon your copyright rights, you may request that the material be removed or that access to it be blocked. If you believe that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the statutory requirements imposed by the DMCA. We suggest that you consult your legal advisor before submitting a notice or counter-notice. Please be aware that there can be substantial penalties for false claims. DMCA notices and counter-notices for the Services should be sent to info@getimpactlocal.com. Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed. Your notice or counter-notice to us must include all of the following:
5.1 Nonprofit Subscriber organization responsibilities.
a. You are a non-profit organization. You represent and warrant that you are and will maintain at all times the status of a 501(c)(3) nonprofit corporation under the U.S. Internal Revenue Code of 1986, as amended, or other nonprofit organization tax exempt status under United States law.
b. This is your valid agreement. You represent and warrant that Nonprofit Subscriber has validly accepted or entered into these Nonprofit Subscriber Terms and that Nonprofit Subscriber and the individual accepting or entering into these Nonprofit Subscriber Terms on Nonprofit Subscriber’s behalf has all necessary legal power and authority to do so.
c. Your fundraising and donation responsibilities. You represent and warrant that, at all times: (i) you are accepting donations and raising funds solely for the benefit of Nonprofit Subscriber, having a cause or activity that is legal under Applicable Law; (ii) you will provide current, accurate and complete information to End Users and us regarding Nonprofit Subscriber and the purposes and uses of any donated funds collected in connection with the Services, which you agree we may use in the Services to inform End Users about Nonprofit Subscriber; (iii) all donated funds will be used solely for the purposes you have stated in connection with the Services; (iv) you will not accept donations that you know or suspect to be erroneous or fraudulent; (v) you will comply with all Applicable Laws and reporting obligations, including relating to registration, tax reporting, political contributions and asset disclosures; (vi) you will maintain a copy of all records related to donations and share them with us as reasonably requested; and (vii) you will not offer or provide goods or services in exchange for donations.
d. Your provision of information to us. You agree to provide us with all information we reasonably require to provide the Services upon our request.
e. Your compliance with Applicable Law; cooperation with investigations. You are solely responsible and liable for compliance with all Applicable Law related to your and your Nonprofit Subscriber Users’ use of the Services and End User Account Data. We cooperate with governmental authorities, law enforcement and private parties (including nonprofits, our payment processors or financial institutions) to enforce and comply with Applicable Law or the legal rights of any person. You agree to fully cooperate with us and that we may disclose any information about you or your Nonprofit Subscriber Users to (i) respond to claims, legal process (including subpoenas) and investigations; (ii) prevent or stop any prohibited conduct under these Nonprofit Subscriber Terms; or (iii) otherwise enforce or comply with Applicable Law or the legal rights of any person. The information we may disclose may include, but is not limited to, information regarding you or your Nonprofit Subscriber Users, your account, your or your Nonprofit Subscriber Users’ use of the Services, donations and transactions made through or in connection with the Services.
5.2 Your account and related responsibilities. You are required to create an account with us to access certain features of the Services.
a. Authorized representative. You represent and warrant that the person creating the account is authorized by Nonprofit Subscriber to create the account on behalf of Nonprofit Subscriber.
b. Nonprofit Subscriber Users. You may add Nonprofit Subscriber Users to your account subject to any Service Limits. Nonprofit Subscriber Users must be your employees, officers or directors, or other persons specifically and expressly approved by us in writing on a case-by-case basis. Each Nonprofit Subscriber User must be at least 18 years of age, and, unless specifically and expressly approved by us in writing on a case-by-case basis, located in the United States to access your account or use the Services. You are responsible and liable for each Nonprofit Subscriber User’s access to and use of your account and the Services and for any breach of these Nonprofit Subscriber Terms by a Nonprofit Subscriber User. Each Nonprofit Subscriber User is subject to the access and use terms and restrictions contained in these Nonprofit Subscriber Terms, including the Service Limits, and you will cause each Nonprofit Subscriber User to comply with these Nonprofit Subscriber Terms, including the Service Limits.
c. Correct and current information. You and your Nonprofit Subscriber Users must use your true identities in connection with account registration, access and use. All information provided in connection with your account must be correct and complete and you must keep your account information current and up to date.
d. Security of your account. You are responsible for the security of your account, including the access to and use of your account by each Nonprofit Subscriber User. (i) You are responsible for establishing and maintaining the confidentiality of your account, your account access credentials (for example, username and password) and the information submitted via your account or otherwise in connection with your use or any Nonprofit Subscriber User’s use of the Services. You agree to use reasonable and prudent efforts to prevent unauthorized access to or use of your account or the Services. (ii) Your account is only available to you and your authorized Nonprofit Subscriber Users; you will not allow any other person to access or use your account. (iii) Each Nonprofit Subscriber User must have unique access credentials. Nonprofit Subscriber Users may not share access credentials. You will perform entitlement reviews of access controls for all of your Nonprofit Subscriber Users and provide Impact Local with reports of such entitlement reviews upon its request. If you wish to terminate a Nonprofit Subscriber User’s access to the Services, you may remove a Nonprofit Subscriber User from your account; if you are unable to do so, you must notify us in writing and we will terminate such Nonprofit Subscriber User’s access as soon as practicable. (iv) You must notify us immediately of any unauthorized access to or use of your account or the Services of which you become aware. We have no liability to you for any unauthorized access of your account or the Services caused by your acts, omissions or breach of these Nonprofit Subscriber Terms.
e. Backups. You are solely responsible for backing up your Nonprofit Subscriber Content on a regular basis and taking appropriate steps to safeguard and ensure the integrity of your Nonprofit Subscriber Content. We will not be responsible for any backup, recovery or other steps to ensure Nonprofit Subscriber Content is recoverable in the event of a data loss. We expressly disclaim any obligations with respect to storage of Nonprofit Subscriber Content.
5.3 Nonprofit Subscriber Content and Nonprofit Subscriber Applications.
a. Your responsibility and liability for Nonprofit Subscriber Content and Nonprofit Subscriber Applications. You are solely responsible and liable for the development, content, use and maintenance of Nonprofit Subscriber Content and Nonprofit Subscriber Applications and for the accuracy, quality, integrity, legality, reliability and appropriateness of all Nonprofit Subscriber Content and Nonprofit Subscriber Applications, and any harm resulting from Nonprofit Subscriber Content and Nonprofit Subscriber Applications.
b. Public Nonprofit Subscriber Content. Some of your activity on and through the Services is public, including Nonprofit Subscriber Content you post publicly on the Platform or otherwise in connection with the Services and Nonprofit Subscriber profile information. Public Nonprofit Subscriber Content may be accessed, used or disclosed by any person without your or our knowledge and may be indexed by search engines.
c. Your representations and warranties for Nonprofit Subscriber Content. You represent and warrant that: (i) the Nonprofit Subscriber Content is accurate, current and complete; (ii) you have created or obtained the Nonprofit Subscriber Content lawfully and the Nonprofit Subscriber Content does not and will not violate any Applicable Law or right of any third party, including privacy rights or intellectual property rights; (iii) you have all rights necessary to grant all rights and licenses to the Nonprofit Subscriber Content granted to us in these Nonprofit Subscriber Terms; (iv) you have complied with all Applicable Law, provided all applicable notices and received the proper authority or consent to allow us to collect, use, Process and share Nonprofit Subscriber Content as provided in these Nonprofit Subscriber Terms; (v) we may exercise our rights in Nonprofit Subscriber Content granted in these Nonprofit Subscriber Terms without liability or cost to any third party; and (vi) the Nonprofit Subscriber Content complies with these Nonprofit Subscriber Terms.
5.4 Your communications with End Users. You are solely responsible and liable for all communications with End Users through or in connection the Services (including your use of any End User Account Data), such as by chat, comment, text, email, video communication or any other form of communication. You represent and warrant that all of your communications with End Users through or in connection with the Services (including your use of any End User Account Data) are in compliance with Applicable Law and you have provided any required disclosures and obtained any required consents, agreements, authorizations and opt-ins for communications with End Users (including your use of any End User Account Data). You are prohibited from any communications with End Users through or in connection the Services (including your use of any End User Account Data), that constitute junk mail, spam, chain messages, pyramid schemes, contests, sweepstakes or any unsolicited or unauthorized marketing, advertising or promotional materials. You are prohibited from using End User Account Data for any purpose that is not one of the Authorized Uses of End User Account Data (as defined in Section 4.2).
5.5 Trade and export restrictions; no sanctions lists.
a. Trade Restrictions. These Nonprofit Subscriber Terms are expressly made subject to any Applicable Law regarding import, re-import, sanctions, anti-boycott, export and re-export control, such as the US Export Administration Regulations, the US International Traffic in Arms Regulations and economic sanctions programs implemented by the US Office of Foreign Assets Control (“Trade Restrictions”). You agree that you are solely responsible for compliance with Trade Restrictions related to the manner in which you use the Services, including your transfer and Processing of Nonprofit Subscriber Content, the provision of Nonprofit Subscriber Content to End Users and the location in which any of the foregoing occur. This obligation survives the termination or expiration of these Nonprofit Subscriber Terms.
b. Sanctions Lists. You represent and warrant that you and your Nonprofit Subscriber Users are not on any government prohibited, denied or unverified-party, sanctions, debarment or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists”). If you or any Nonprofit Subscriber User becomes placed on any Sanctions List, you will notify us immediately and discontinue the use of the Services by you or your Nonprofit Subscriber User as applicable.
5.6 Prohibited Conduct.
a. Prohibited Nonprofit Subscriber Content and donation purposes and uses. You and each Nonprofit Subscriber User will not: (i) post or disseminate Nonprofit Subscriber Content; or (ii) accept or use donations for any purpose that promotes or involves:
b. Prohibited uses of the Services. You and each Nonprofit Subscriber User will not in connection with your use of the Services:
5.7 Suspension of access, removal of Nonprofit Subscriber Content and other remedies for prohibited conduct. If we believe in good faith that prohibited conduct has occurred in relation to your account or your access to or use of the Services (regardless of whether you, Nonprofit Subscriber Users, End Users or third parties engaged in such prohibited conduct), or that the provision of the Services (or a portion thereof) will expose us or you to legal, regulatory or compliance risk, we may, immediately and without notice, take any or all of the following actions: remove Nonprofit Subscriber Content, remove Nonprofit Subscriber from our Platform, suspend or terminate your or any user’s access to the Services, suspend or terminate your account, ban you or any user from further use of the Services, stop payments to Nonprofit Subscriber, freeze or place a hold on donations to Nonprofit Subscriber and report you or any user to law enforcement authorities or otherwise take any appropriate legal action.
6.1 Transaction Fees. Although there are no fees to register to be identified as a nonprofit organization on our Platform, you must register with our payment processor to accept donations through the Services and you acknowledge and agree that our payment processor will deduct transaction fees from each donation (“Transaction Fees”) prior to making the donation available to you for withdrawal. You acknowledge and agree that the Transaction Fees will be paid to us and our payment processor. You may find more information about the Transaction Fees, including the amount of Transaction Fees deducted from each donation, through the Services. You acknowledge and agree that we can change the Transaction Fees in our sole discretion and at any time upon notice to you.
6.2 Payment Processor Terms.
a. Third-party payment processors. We are not a payment processor and do not hold funds for End Users or nonprofit organizations. We use third-party payment processors to accept and process donations and deliver them to you. In order to accept and withdraw donations, you will be required to register with the payment processor, accept the payment processor’s terms and provide the payment processor with requested information, including your bank account information. You represent and warrant to us and the applicable payment processor that the bank account information you provide is accurate and you are authorized to use such bank account.
b. Our exchange of data with payment processors. You agree that we may exchange information, including information regarding Nonprofit Subscriber, Nonprofit Subscriber Users and End Users, with payment processors in order to provide the Services, enforce these Nonprofit Subscriber Terms and otherwise in accordance with these Nonprofit Subscriber Terms, our Privacy Policy and the applicable payment processor’s terms and privacy policies.
c. Stripe terms. Our current payment processor is Stripe, Inc. (“Stripe”). You may review Stripe’s terms at https://stripe.com/legal/ssa and Stripe’s privacy policy at: https://stripe.com/privacy.
6.3 Withdrawing donations. The process and timing for withdrawing donations (less any applicable Transaction Fees) is based upon and subject to the applicable payment processor’s procedures and terms. You acknowledge and agree that: (i) donations may not be available for you to withdraw immediately; (ii) we do not guarantee that donations will be available to you within any specific time frame or at all; and (iii) we expressly disclaim any and all responsibility for any delay in donation availability or your inability to withdraw donations at any specified time, and any consequences arising from such delay or inability.
6.4 Taxes. We do not withhold funds for taxes or other fees or withholdings imposed by governmental authorities. It is your responsibility to determine what, if any, taxes apply to the donations you receive through your use of the Services and to assess, collect, report or remit the correct tax, if any, to the appropriate governmental authority.
6.5 Account and payment holds. We may, from time to time, in our sole discretion, place a hold on any of your accounts (including your accounts with payment processors), restrict you from making withdrawals, stop payments, freeze or place a hold on donations or take similar actions in order to enforce or carry out our obligations under these Nonprofit Subscriber Terms or User Terms, investigate a potential violation of these Nonprofit Subscriber Terms or the User Terms, or otherwise protect our interests or the interests of any nonprofit, user or third party.
6.6 Chargebacks and Refunds. If an End User disputes a credit card charge for a donation or requests a refund, you are responsible for handling chargebacks with and issuing refunds directly to End Users.
7.1 Personal Information. You agree that we may use, disclose and maintain Personal Information, including Personal Information collected from you and your Nonprofit Users, according to our Privacy Policy as amended from time to time (“Privacy Policy”). You represent and warrant that you have complied with all Applicable Law and received the proper authority or consent to allow us to Process Personal Information from you and your Nonprofit Subscriber Users to provide the Services and operate our business. Each party is solely responsible and liable for its compliance with Applicable Law in connection with its Processing of Personal Information.
7.2 Control and Processing of Personal Information. With respect to Processing Personal Information in connection with the Services, we are a Controller and you are an independent Controller, not a joint Controller with us. You will Process Personal Information contained in End User Account Data solely in accordance with the Authorized Uses of End User Account Data (as defined in Section 4.2) and Applicable Law. We will Process Personal Information contained in Nonprofit Subscriber Content solely in accordance with the Authorized Uses of Nonprofit Subscriber Content (as defined in Section 4.3) and Applicable Law. Each party must maintain reasonable technical and organizational safeguards for the protection of the security and confidentiality of personal information from unauthorized access, use, disclosure or transfer.
7.3 Data Subject Requests; cooperation. Each party is responsible for responding to any request from an individual to exercise any of its Personal Information rights under Applicable Law (including the rights to know, access, data portability, delete, correct, limit or opt-out as applicable) (each, a “Data Subject Request”) with respect to such party’s Processing of Personal Information. If a party receives a Data Subject Request, or any other third-party request, relating to the Processing of Personal Information by the other party, then such party will promptly inform such other party in writing. The parties agree to cooperate, in good faith, as necessary to respond to any Data Subject Request or other third-party request and fulfill their respective obligations under Applicable Law related to the Processing of Personal Information. To the extent we assist you with your compliance obligations under Applicable Law related to your Processing of Personal Information, you must pay or reimburse us for any time spent by us for such assistance at our then-standard or other reasonable professional services rate and any out-of-pocket costs reasonably incurred.
7.4 Security Incident obligations. If any party discovers any suspected or actual Security Incident, such party must give the other party notice of such Security Incident as soon as practical, and no more than 2 business days after discovering such Security Incident. To the extent that Applicable Law requires a notification of the Security Incident to be provided to the subjects of the Personal Information, governmental authorities or other third parties, you are responsible for such notification, but you must obtain our written consent to name or otherwise identify Impact Local in any such notification. We are also permitted (but not required) to send any notification of the Security Incident required by Applicable Law.
8.1 Definition of Impact Local Confidential Information. “Impact Local Confidential Information” means all information we disclose to you that is designated by us as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Any feature or function of the Services or the Impact Local Content that has not been made public is considered Impact Local Confidential Information. However, Impact Local Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to us, (b) was known to you prior to our disclosure without breach of any obligation owed to us, (c) you received from a third party without breach of any obligation owed to us or (d) was independently developed by you.
8.2 Your responsibilities for Impact Local Confidential Information. You must not (a) use any Impact Local Confidential Information for any purpose outside the permitted scope of these Nonprofit Subscriber Terms, or (b) disclose Impact Local Confidential Information to any person, other than your employees, officers, directors or agents who require access for permitted purposes consistent with these Nonprofit Subscriber Terms and are subject to confidentiality obligations at least as restrictive as the confidentiality obligations in these Nonprofit Subscriber Terms. Upon the termination of the Services, or at our earlier request, you must promptly return to us all originals and copies, whether in written, electronic or other form or media, of the Impact Local Confidential Information, or, at our option, destroy all such originals and copies and certify in writing to us that the Impact Local Confidential Information has been destroyed.
9.1 DISCLAIMER OF WARRANTIES. YOU ARE SOLELY RESPONSIBLE FOR AND ASSUME ALL RISKS RELATED TO YOUR USE OF THE SERVICES. THE SERVICES AND ANY OTHER CONTENT, DATA, SOFTWARE, PRODUCTS AND SERVICES PROVIDED IN CONNECTION WITH THE SERVICES ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY. We expressly disclaim any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We expressly disclaim any warranties of system integration, non-interference, absence of any defects (whether latent or patent) and security of data. We do not warrant or make any representations concerning the accuracy, completeness, quality, usability or reliability of the Services or any content found on or linked to the Services. We expressly disclaim any warranty related to third-party websites or other third-party content that may be accessed through the Services. We make no warranty or representation on the basis of trade usage, course of dealing or course of performance. We do not warrant or represent that the Services or any other content, data, software, products or services provided in connection with the Services will meet your requirements, comply with Applicable Law, generate enforceable obligations, be uninterrupted, error-free or free of bugs, viruses or malware. We do not represent or warrant that any errors or defects will be corrected. You acknowledge that our obligations under these Nonprofit Subscriber Terms are for the benefit of Nonprofit Subscriber only. The Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. We are not responsible for any delays, delivery failures or other damages resulting from such problems.
9.2 APPLICABILITY OF LIMITATIONS OF LIABILITY. ALL OF THE LIMITATIONS OF LIABILITY IN THIS SECTION 9, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, APPLY (a) regardless of the theory of liability, whether in contract, tort or otherwise; (b) regardless of the cause of the damages, including negligence by us or our third-party providers, licensors or suppliers; (c) even if we have been advised of the possibility of such damages; (d) without regard to whether other provisions of these Nonprofit Subscriber Terms have been breached or any remedies have failed their essential purpose; and (e) to any claims you may bring against any third party to the extent that we would be required to indemnify that third party for such claim.
9.3 WE HAVE NO LIABILITY FOR CERTAIN TYPES OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO LIMIT CLAIMS FOR DAMAGES (OR OTHER MONETARY RELIEF) AGAINST US TO DIRECT AND ACTUAL DAMAGES REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE. THIS MEANS THAT YOU WILL NOT SEEK ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, TREBLE OR PUNITIVE DAMAGES FROM US. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE HAVE NO LIABILITY FOR DAMAGES FOR: (a) the use or inability to use the Services; (b) unauthorized access to, loss or theft of your account, information or data or that of Nonprofit Subscriber Users or End Users; (c) lost profits, loss of goodwill, costs of delay, failure of delivery or business interruption; (d) costs of procurement of substitute goods, services or technology; or (e) personal injury or death. We have no liabilities to third parties arising out of your or your Nonprofit Users’ access to or use of the Services.
9.4 WE ARE NOT LIABLE FOR DAMAGES OUT OF OUR CONTROL. We have no control over the conduct of, or any information provided by, you, Nonprofit Subscriber Users, other nonprofit organizations or End Users, including Nonprofit Subscriber Content, other nonprofit organization content and End User Content. You agree that we are not liable for delays, problems or damages caused by you (including Nonprofit Subscriber Users) or a third party (including End Users or other nonprofit organizations), by any act of nature, by any act beyond our reasonable control (for example, war, terrorist acts, labor disputes, government actions or pandemics) or by any criminal activity by someone unrelated to us.
9.5 YOU AGREE TO LIMIT THE AMOUNT OF DAMAGES PAYABLE BY US. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF IMPACT LOCAL, OUR AFFILIATES AND OUR THIRD-PARTY PROVIDERS, LICENSORS OR SUPPLIERS ARISING OR RELATING TO THESE NONPROFIT TERMS IS LIMITED TO THE FEES (EXCLUSIVE OF TRANSACTION FEES) THAT YOU PAID TO USE THE RELEVANT SERVICES IN THE 12 MONTHS BEFORE OUR BREACH OR THE FIRST INCIDENT GIVING RISE TO OUR LIABILITY; OR, IF NO FEES WERE PAID IN SUCH PERIOD, $100.
9.6 YOU AND WE AGREE TO LIMIT THE DEADLINE TO BRING CLAIMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE EACH AGREE THAT ALL CLAIMS RELATED TO THESE NONPROFIT SUBSCRIBER TERMS, OUR PRIVACY POLICY OR THE SERVICES MUST BE BROUGHT WITHIN 1 YEAR OF THE DATE THE CLAIM ARISES (EVEN IF APPLICABLE LAW PROVIDES FOR A LONGER STATUTE OF LIMITATIONS).
9.7 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE NONPROFIT TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
9.8 YOU AND WE WOULD NOT HAVE ENTERED INTO THESE NONPROFIT TERMS WITHOUT THESE LIMITATIONS OF LIABILITY. The limitations of liability in this Section 9 constitute an important part of these Nonprofit Subscriber Terms and are among the reasons you and we are willing to enter into these Nonprofit Subscriber Terms. Without these limitations of liability, the provisions of these Nonprofit Subscriber Terms, including but not limited to any economic terms, would be substantially different.
Your indemnification of Impact Local. You agree to defend, indemnify and hold us, our affiliates and our third-party providers, licensors and suppliers, along with our and their respective directors, officers, employees and agents, harmless from any claims, damages, losses or costs (including reasonable attorneys’ fees and expenses) arising out of or relating to (a) the use of the Services, breach of these Nonprofit Subscriber Terms or violation of any Applicable Law by you, any Nonprofit Subscriber User or any person to whom you provide access to the Services; (b) any breach of any of your representations or warranties in these Nonprofit Subscriber Terms; (c) the Nonprofit Subscriber Content and Nonprofit Subscriber Applications; (d) any taxes, withholdings or other fees imposed by governmental authorities on donations to Nonprofit Subscriber; (e) any End User chargebacks or refunds on donations to Nonprofit Subscriber; or (f) any Security Incident to the extent related to an act or omission of you, any Nonprofit Subscriber User or any person to whom you provide access to the Services (whether knowingly or not).
11.1 Summary of dispute resolution procedures. By entering into these Nonprofit Subscriber Terms, you are agreeing to resolve any dispute with us informally, and, if it cannot be resolved informally, you agree to bring any claim against us in binding arbitration (unless you opt out) and to waive your rights to participate in any class action suit (unless you opt out) or to a jury trial. Any arbitration or court proceedings, as applicable, must be brought in New York County, New York, as provided in Section 13.1 below.
11.2 Good faith negotiation of disputes. For any and all disputes or claims you have against us, you must first give us an opportunity to resolve your claim by sending a written description of your claim to info@getimpactlocal.com. You and we each agree to negotiate your claim in good faith. You agree that you may not commence any arbitration or court proceeding unless you and we are unable to resolve the claim within 60 days after we receive your claim description and you have made a good faith effort to resolve your claim directly with us during that time.
11.3 Binding arbitration. YOU AND WE EACH AGREE THAT, EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 11, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL CLAIMS OR DISPUTES IN ANY WAY RELATED TO OR CONCERNING THESE NONPROFIT TERMS, OUR PRIVACY POLICY OR OUR SERVICES WILL BE RESOLVED BY BINDING ARBITRATION. This includes any claims against other parties relating to the Services provided or billed to you (such as our third-party providers, licensors and suppliers) whenever you also assert claims against us in the same proceeding. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. THE ARBITRATOR MUST FOLLOW THESE NONPROFIT TERMS AND CAN AWARD THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING ATTORNEYS’ FEES).
11.4 Your choice to opt-out of arbitration. Notwithstanding the above, YOU MAY CHOOSE TO PURSUE YOUR CLAIM IN COURT AND NOT BY ARBITRATION IF YOU OPT OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE YOU REGISTERED FOR THE SERVICES (the “Opt Out Deadline”). You may opt out of these arbitration procedures by sending an email to info@getimpactlocal.com and clearly stating that you wish to opt out of the arbitration procedures in these Nonprofit Subscriber Terms. Any opt-out received after the Opt Out Deadline will not be valid and you will be required to pursue your claim in arbitration.
11.5 Arbitration procedures. If we are unable to resolve your claim within 60 days despite those good faith efforts, then either you or we may start arbitration or court proceedings, as applicable, in New York County, New York as provided in Section 13.1 below. To begin arbitration, you must send a written letter requesting arbitration and describing your claim to our registered agent at Impact Local, Inc. c/o LegalInc 651 N. Broad St. Suite 201 Middletown, DE 19709 and to the American Arbitration Association (“AAA”). You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration of all disputes will be administered by the AAA under its Commercial Arbitration Rules in effect at the time the arbitration is commenced, except to the extent any of those rules conflicts with these Nonprofit Subscriber Terms, in which case these Nonprofit Subscriber Terms will govern. If we are the prevailing party, we may seek reimbursement of reasonable attorneys’ fees and costs in arbitration unless prohibited under Applicable Law.
11.6 Class action waiver. YOU AND WE EACH AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, REPRESENTATIVE, MASS OR CONSOLIDATED ACTION. If we believe that any claim you have filed in arbitration or in court is inconsistent with this limitation, then you agree that we may seek an order from a court determining whether your claim is within the scope of this class action waiver. If a court or arbitrator determines in an action between you and us that any part of this class action waiver is unenforceable with respect to any claim, this class action waiver will not apply to that claim, but will still apply to any and all other claims that you or we may assert in that or any other action.
11.7 Your choice to opt-out of the class action waiver. Notwithstanding the above, YOU MAY OPT-OUT OF THE CLASS ACTION WAIVER WITHIN 30 DAYS FROM THE DATE YOU REGISTERED FOR THE SERVICES (the “Opt Out Deadline”). You may opt out of the class action waiver by sending an email to info@getimpactlocal.com and clearly stating that you wish to opt out of the class action waiver in these Nonprofit Subscriber Terms. Any opt-out received after the Opt Out Deadline will not be valid and you will be prohibited from pursuing your claim via a class action. You cannot be a class representative, class member or otherwise participate in a class, consolidated or representative proceeding without having complied with these opt out requirements.
11.8 Injunctive relief. You and we acknowledge and agree that a breach by you of your responsibilities under Section 5, could cause us irreparable harm for which monetary damages would not be an adequate remedy. You and we agree that, in the event of such breach or threatened breach, we will be entitled to equitable relief, including, without limitation, a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security or to prove actual damages or that monetary damages are not an adequate remedy. The binding arbitration provision of Section 11.3 does not apply to requests for injunctive relief under this Section 11.8, which may be brought in arbitration or court proceedings. These remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
11.9 Jury trial waiver. If a claim proceeds in court rather than through arbitration, YOU AND WE EACH WAIVE ANY RIGHT TO A JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
12.1 Term. These Nonprofit Subscriber Terms will commence on the date you first register for the Services and continue until termination of the Services provided to you in accordance with Section 12.2.
12.2 Termination.
a. Termination for Convenience. You or we may terminate the Services provided to you at any time for any reason by sending the other party a written notice in accordance with Section 13.2.
b. Termination for material breach. You or we may terminate the Services provided to you in the event the other party commits any material breach of these Nonprofit Subscriber Terms and fails to remedy such breach within 30 days after receiving written notice of such breach; provided that we may terminate the Services provided to you without any notice or opportunity to remedy if permitted by another provision of these Nonprofit Subscriber Terms, including Section 5.7.
c. Termination for insolvency. Subject to Applicable Law, you or we may terminate the Services provided to you immediately by providing written notice to the other party in the event of the other party’s insolvency, dissolution, liquidation, assignment for the benefit of creditors or commencement of proceedings (voluntary or involuntary) for receivership or bankruptcy.
12.3 Effect of Termination.
a. Termination for convenience. In the event of a termination for convenience, we will make reasonable efforts to process the termination within 7 days after delivery of the written notice, including disabling your ability to accept donations through the Services, removing or deleting any Nonprofit Subscriber Content publicly displayed in the Services and disabling all other functionality of the Services for you and your Users except for the ability to access and download reports. For 30 days after delivery of a notice of termination for convenience, we may continue to process donations initiated prior to us disabling your ability to accept donations through the Services and provide you and your Users with access to the Services to access and download reports.
b. Any termination of the Services. Upon termination of the Services provided to you for any reason, you and each Nonprofit Subscriber User will immediately discontinue access to and use of the Services, except as permitted by Section 12.3(a) in the case of a termination for convenience. Upon termination, we have no obligation to maintain or provide access to any Nonprofit Subscriber Content or End User Account Data and we have the right to delete all information and data related to your account and use of the Services, including the Nonprofit Subscriber Content and End User Account Data, immediately upon termination (except as otherwise provided by Section 12.3(a) in the case of a termination for convenience) and will incur no liability for such deletion. Additionally, you may request that we delete all Nonprofit Subscriber Content upon the termination of these Nonprofit Subscriber Terms and certify in writing that such Nonprofit Subscriber Content has been deleted. If you request a copy of your Nonprofit Subscriber Content, we may honor or refuse your request in our sole discretion and may charge a fee to provide you with a copy of your Nonprofit Subscriber Content. Notwithstanding anything herein to the contrary, we may retain a copy of the Nonprofit Subscriber Content and the other information and data related to your account, as we deem reasonably necessary or advisable for our record retention, as required by Applicable Law, legal process or governmental request, or to enforce or defend our rights or carry out our obligations, subject to any restrictions on use of such Nonprofit Subscriber Content in these Nonprofit Subscriber Terms.
12.4 Survival. All provisions of these Nonprofit Subscriber Terms that are intended to survive or that must survive in order to give effect to its meaning (including, but not limited to, the provisions of Sections 4, 5.6, 7, 8, 9, 10, 11, 12 and 13) will survive the termination of the Services.
13.1 Choice of law. These Nonprofit Subscriber Terms are governed by the laws of the State of New York, without regard to any conflicts of laws rules. Arbitration or court proceedings in state or federal court, as applicable, must be brought in New York County, New York, except that (a) actions to appeal or enforce judgments or orders from such courts, or (b) requests for injunctive relief pursuant to Section 11.8, may be brought in any court otherwise having applicable jurisdiction. Each party consents to and waives all defenses of lack of personal jurisdiction or inconvenient forum to any arbitration or court proceeding brought in New York County, New York consistent with the terms of these Nonprofit Subscriber Terms.
13.2 Notices. You may deliver notices to us by email to info@getimpactlocal.com. If you are commencing an arbitration or legal proceeding against us, you must send notice of the arbitration or legal proceeding to our registered agent at Impact Local, Inc. c/o LegalInc 651 N. Broad St. Suite 201 Middletown, DE 19709. We may deliver notices to you via email, mail or electronic means using the contact information in your account or by posting the notice in the Services. Electronic notices are considered delivered when sent or posted. Postal notices are considered delivered 3 days after mailing. Notices delivered by a nationally recognized courier (for example, UPS and FedEx) are considered delivered when received.
13.3 E-Communications Consent. We may need to provide you with certain communications, notices, agreements or disclosures (“Communications”) in writing regarding the Services. You agree and consent to receive Communications electronically from us, our affiliates and our third-party service providers, rather than in paper form, and to the use of electronic signatures in our relationship with you (collectively, “E-Communications Consent”). You also acknowledge and agree that you have the ability to receive and sign Communications electronically. You should maintain copies of electronic Communications from us by printing a paper copy or saving an electronic copy. You may withdraw your consent to receive Communications electronically at any time by sending us notice at the email address in the Notice Section 13.2 above. If you choose to withdraw your consent, we may terminate your access to the Services.
13.4 Marketing Communications Consent. You and your Nonprofit Subscriber Users agree and consent to receive promotional and marketing communications from us, our affiliates, our third-party service providers and other third parties through direct mail, email or electronically through the Services. We and third parties may collect additional marketing communications consents from you and your Nonprofit Subscriber Users, which will be considered additional consents (and not replacements for this consent). Each Nonprofit Subscriber User may opt out of (a) receiving marketing emails or direct mail from us; (b) our sharing such user’s Personal Information with third parties for third parties’ direct marketing purposes; or (c) our selling such user’s Personal Information or sharing such user’s Personal Information for cross-contextual behavioral advertising or targeted advertising purposes, by sending us notice at the email address in the Notice Section 13.2 above. Additionally, Nonprofit Subscriber Users may opt out of marketing emails by following the unsubscribe instructions in the emails and opt out of our selling or sharing Personal Information for targeted advertising by clicking Do Not Sell or Share My Personal Information. We will stop the applicable selling or sharing after we have processed the opt-out request. You understand that information we sold to shared with third parties prior to receiving an opt-out request cannot be taken back.
13.5 Mobile Services and Text Message Consent. The Services may be made available via a mobile device (the “Mobile Services”). Not all Mobile Services may work with all carriers or devices. By using the Mobile Services or providing a mobile number to us, you and Nonprofit Subscriber Users agree that we, and third parties on our behalf, may communicate with you and Nonprofit Subscriber Users about matters related to your account or the use of the Services by SMS, MMS, text message or other electronic means to the mobile device or number provided and that certain information about your usage of the Mobile Services may be communicated to us. In addition, if you or your Nonprofit Subscriber Users select the text message opt-in through the Services, you and the applicable Nonprofit Subscriber User consent to receive SMS, MMS, text messages and other electronic communications to the mobile device or number provided, from us, or from third parties on our behalf, for marketing and promotional purposes and you and the applicable Nonprofit Subscriber User consent to us using automatic telephone dialing systems to send such communications. You understand that neither you nor your Nonprofit Subscriber Users are required to consent to receive text messages for marketing purposes in order to use the Services, and such consent is not a condition of any use of the Services. Standard charges, message and data rates and other fees may apply. In the event that you or a Nonprofit Subscriber User change or deactivate a mobile number provided to us, you agree to promptly update your account information. To withdraw consent to text message communications for marketing purposes, send us a notice to the email address in the Notice Section 13.2 above or text STOP in reply to any marketing text messages you receive from us. If you or a Nonprofit Subscriber User chose to withdraw such consent, you or the applicable Nonprofit Subscriber User will still receive text messages for informational and transactional purposes, including automated text messages related to the security of your account.
13.6 Third-Party beneficiaries. Our third-party providers, licensors and suppliers and our affiliates are considered to be third-party beneficiaries of these Nonprofit Subscriber Terms solely to the extent necessary for them to perform Services or enforce any protections afforded them by these Nonprofit Subscriber Terms, except as otherwise provided in these Nonprofit Subscriber Terms. There are no other third-party beneficiaries to these Nonprofit Subscriber Terms. All rights and benefits of these Nonprofit Subscriber Terms from us are intended solely for Nonprofit Subscriber.
13.7 Independent Contractors. You and we agree that the relationship arising from these Nonprofit Subscriber Terms does not constitute or create any joint venture, partnership, employment relationship or franchise between the parties. You and we are acting as independent contractors in making and forming these Nonprofit Subscriber Terms.
13.8 Assignment. You and we are prohibited from assigning these Nonprofit Subscriber Terms to a third party without the prior written consent of the other party to these Nonprofit Subscriber Terms except as provided in the next sentence. We may assign these Nonprofit Subscriber Terms, and/or our rights and obligations hereunder, without your consent in connection with a merger, acquisition, equity or debt financing, corporate reorganization or sale of all or a majority of our assets or to any of our affiliates. Any permitted assignment will not relieve the assigning party of its obligations under these Nonprofit Subscriber Terms unless agreed in writing by the other party. Subject to the foregoing restrictions on assignment, these Nonprofit Subscriber Terms will bind and inure to the benefit of your and our respective successors and permitted assigns.
13.9 Amendment. We have the sole discretion to amend these Nonprofit Subscriber Terms. If this occurs, we will provide you with notice via any means we consider reasonable, including, without limitation, email or posting in the Services. After we provide notice, your continued use of the Services constitutes your acceptance of the changes and these Nonprofit Subscriber Terms as amended.
13.10 Waiver. You and we cannot waive any provision of these Nonprofit Subscriber Terms except in a writing signed by you and us. Our failure to insist on or enforce strict performance of any provision of these Nonprofit Subscriber Terms or any of our rights is not a waiver of any provision or right.
13.11 Severability. If any part of these Nonprofit Subscriber Terms is held invalid or unenforceable, that part may be severed from these Nonprofit Subscriber Terms to the extent necessary to cure such invalidity or unenforceability. The remainder of these Nonprofit Subscriber Terms will remain valid and enforceable.
13.12 Entire Agreement. These Nonprofit Subscriber Terms , together with the Privacy Policy in effect from time to time, is the entire agreement between you and us regarding the rights you have with respect to the Services, except as provided by Applicable Law, and you cannot rely on any other documents, statements in our Services or statements by any of our representatives or agents.
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