Terms of Use Agreement
These Terms and Conditions (the “Terms”) govern your use of the Groundswell Giving Inc. (“we”, “us” or “our”) service (the “Service”) on a trial basis for the purpose of allowing portal administrators (“you”, “yours”) to access and use the Service solely for your entity’s internal purposes in connection with (1) facilitating contributions; and (2) the provision of access to your authorized users (each, a “User”) and use of the Service to make contributions utilizing our software application (collectively, “Software”) through our access-controlled website (the “Site”). The Terms and Conditions (“T&Cs”) available at https://groundswell.io/terms/ and incorporated into these Terms by this reference as though fully set forth herein govern your use of the Software from the beginning of the trial and continue after the trial through the expiration or earlier termination of your access to the Service. In the event of any inconsistency or conflict between the Terms and the T&Cs, the terms and conditions of the Terms shall control and govern.
By using the Service or permitting any User to use the Service, you agree to these Terms. These Terms also govern any use of the Service by any person who has been supplied a user identification and password for the Service by you, on your behalf or at your request, and you agree to be responsible for any use of the Service by any of your Users. If you do not agree to all of the Terms, you do not have the right to access, or permit any User to access, the Site and use the Service and Software. These Terms comprise the entire agreement between you and us, and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and us, regarding the subject matter contained herein. Any capitalized terms not defined in these Terms shall have the meaning prescribed to them in the T&Cs
Limited Right to Use Service During Trial Period
Subject to the Terms, you are granted a nonexclusive, revocable right for a period of thirty (30) days (the “Trial Period”) to access the Site and use the Service and Software, and to permit your Users to do the same, for evaluation purposes (“Permitted Purpose”). At the end of the Trial Period, the use of the Service by you and your Users will either (1) migrate to a standard paid subscription upon your purchase of a Service subscription and agreement to be bound by Groundswell standard terms and conditions applicable thereto, or (2) be Downgraded. “Downgraded” means (a) your account will change from the “Starter” account to the “Free” account which comes with higher transaction fees and reduced functionality. If you added funds to your DAF but did not establish match rules for your Users to follow (“Program”), you will have ninety (90) days following the termination of the trial period to establish a Program. If you fail to establish a Program during that period, we will distribute the funds in your account to not-for-profits of our choosing. If you do establish a Program, however, you and your Users will be subject to the features of the Free account. If you discontinue your admin account, your Users’ accounts will be converted to individual user accounts and subject to the features, functionality, and fees of the individual user accounts.
Our Rights in the Site, the Service, and the Software
We retain all rights in the Site, the Service, and the Software. Except as expressly provided in these Terms, no license or other right is granted to you or any User in the Site, the Service or the Software. Our name, logo(s), and product name(s) associated with the Service are trademarks belonging to us or to third parties, and they may not be used by you or your Users without our prior written consent. You will not use or permit your Users to use the Service in any jurisdiction other than the United States without our prior written consent, which we may grant or withhold in our sole discretion.
Passwords and Access
You are responsible for maintaining the security and confidentiality of the usernames and passwords assigned to your Users and are responsible for all activities undertaken using said usernames and passwords. You agree to notify us immediately if you become aware of any unauthorized access or use of the Service using any such username or password or otherwise.
Your Data
As between you and us, all Customer Data submitted by you or your Users to the Service will remain the sole property of you or such Users. You hereby grant us a non-exclusive license to use, copy, store, transmit and display Customer Data to the extent reasonably necessary (i) to provide, maintain and improve the Service, (ii) to confirm compliance with the terms of this Agreement, and (iii) to comply with any applicable laws.
You will have sole responsibility, and we assume no responsibility, for the accuracy, quality and legality of Customer Data and the means by which you obtained Customer Data and your use of the Customer Data in connection with the Service.
During the Trial Period, you may extract (in native format or common format of digital file) Customer Data directly through the service and/or request to have it purged at any time in writing. We shall have no obligation to retain any Customer Data following the Trial Period.
Confidentiality
“Confidential Information” means non-public information, technical data, or know-how of a party and/or its affiliates, which is furnished to the other party in connection with the Service or these Terms and (i) would reasonably be considered to be of a confidential nature; or (ii) is confirmed in writing at the time of disclosure to be confidential.
Notwithstanding the foregoing, Confidential Information does not include information which is: (i) already in the possession of the receiving party and not subject to a confidentiality obligation to the providing party; (ii) independently developed by the receiving party; (iii) publicly disclosed through no fault of the receiving party; (iv) rightfully received by the receiving party from a third party that is not under any obligation to keep such information confidential; (v) approved for release by written agreement with the disclosing party; or (vi) disclosed pursuant to the requirements of law, regulation, or court order, provided that the receiving party will (if permitted by applicable law) promptly inform the providing party of any such requirement and cooperate, at the sole expense of the providing party, with any attempt to procure a protective order or similar treatment.
Neither party (nor, in your case, any of your Users) will use the other party’s Confidential Information except as reasonably required for the performance of the Service and these Terms. Each party agrees not to disclose (or, in your case, permit your Users to disclose) the other party’s Confidential Information to anyone other than its employees or subcontractors who are bound by confidentiality obligations and who need to know the same to perform such party’s obligations hereunder. The confidentiality obligations set forth in this Section will survive for one (1) year after the termination or expiration of the Trial Period. Each party will, upon the request of the disclosing party, destroy all Confidential Information and all copies thereof in the receiving party’s possession or control.
In case a party receives legal process that demands or requires disclosure of the disclosing party’s Confidential Information, such party will give prompt notice to the disclosing party, if legally permissible, to enable the disclosing party to challenge such demand. The disclosing party shall promptly reimburse any expense or cost (including attorneys’ fees) incurred in connection with the challenge to or compliance with such legal process.
Data Protection
Without limitation of its general confidentiality obligations in this Agreement, we further represent, warrant and covenant that we will employ industry standard technical, administrative, and physical security measures to protect confidential information and use reasonable care and skill in the access, collection, transmission, processing, and use thereof, including without limitation by implementing and maintaining an information security and destruction policy in accordance with or exceeding industry standards.
Modifying, Terminating and Suspending Services
We reserve the right to modify, suspend or terminate the Service or your use of the Service at any time without prior notice and without liability to you or any third party.
Choice of Law; Jurisdiction
These Terms will be interpreted in accordance with the laws of the State of California and applicable federal law, without any strict construction in favor of or against either party. Any action arising under or relating to these Terms shall lie within the exclusive jurisdiction of the State and Federal Courts located in Los Angeles, California.
Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the invalid, illegal, or unenforceable provision will not affect any other provisions, and these Terms will be construed as if the invalid, illegal, or unenforceable provision is severed and deleted from these Terms.