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Last Modified: September 1, 2023
This Master Software Agreement (this “Agreement”) is a binding contract between you, the person or organization identified on the Order Form or similar agreement between the parties (the “Order Form”) or who otherwise accesses or uses the Offerings or purchase Additional Services related to their use (“Customer,” “you,” or “your”), and WeGive, Inc., a Delaware corporation (“WeGive,” “we,” “us,” or “our”) (each a “Party” and together the “Parties”). This Agreement governs your access to and use of the Offerings.
THIS AGREEMENT TAKES EFFECT WHEN YOU SIGN THE ORDER FORM OR CHECK THE “I AGREE” CHECK BOX PRESENTED TO YOU WITH THIS AGREEMENT OR OTHERWISE ACCESS OR USE THE OFFERINGS OR ADDITIONAL SERVICES (the “Effective Date”). BY SIGNING THE ORDER FORM, CHECKING THE “I AGREE” CHECKBOX OR ACCESSING OR USING THE OFFERINGS OR ADDITIONAL SERVICES YOU: (i) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (ii) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (iii) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
THIS AGREEMENT ALSO GOVERNS ANY TRIAL, EVALUATION, OR DEMONSTRATION USE OF THE OFFERINGS.
IF YOU DO NOT AGREE TO THESE TERMS YOU MAY NOT ACCESS OR USE THE OFFERINGS OR ADDITIONAL SERVICES.
THE PARTIES AGREE AS FOLLOWS:
1. Definitions.
1.1. “Aggregated Data” means any data collected and compiled by us, or data derived from Customer Content or from your use of the Offerings, to be used in an aggregated and de-identified form.
1.2. “API” means an application programming interface provided by us to you under this Agreement and detailed on our website at https://www.wegive.com/, on your Order Form, or in the Documentation.
1.3. “Application” means the mobile application or other downloadable software offering(s) provided by us to you under this Agreement and detailed on our website at https://www.wegive.com/, on your Order Form, or in the Documentation.
1.4. “Authorized User” means you and your employees, contractors, and agents who are authorized by you to access and use the Offerings under the rights granted to you under to this Agreement and for whom access to the Offerings has been purchased under this Agreement.
1.5. “Customer Content” means information, data, and other content, in any form or medium, that you either or both develop or acquire before or independently of this Agreement or input, submit, post, or otherwise transmit (on behalf of you or any other Authorized User) through the Offerings, but excludes Aggregated Data (defined below).
1.6. “Documentation” means any user resources, guides or other documentation relating to the Offerings provided by us to you in electronic or hard copy form or at https://www.wegive.com/.
1.7. “Mobile Device” means any handheld electronic device, including a smartphone or tablet, which runs an iOS or Android mobile operating system.
1.8. “Offerings” means any proprietary software or data offerings, including Online Services, the Application, the API, the SDK, or the Data, that are accessed or downloaded from a WeGive-authorized website or that we deliver on any media and in any format.
1.9. “Online Services” means the online services offering(s) provided by us to you under this Agreement and detailed on our website at https://www.wegive.com/, on your Order Form, or in the Documentation.
1.10. “SDK” means a software development kit provided by us to you under this Agreement and detailed on our website at https://www.wegive.com/, on your Order Form, or in the Documentation.
1.11. “Third-Party Products” means any software, applications, products, services, data, information, content, or other materials that are owned by third parties.
1.12. “Your Applications” means any applications developed by you to interact with the API or SDK.
2. Applicability of Agreement. This Agreement governs our Offerings, related support, and Additional Services. This Agreement includes the Order Form.
3. Access and Use.
3.1. License Types. We provide our Offerings under multiple license types, which include an Online Services license, an Application license, an API/SDK license, a Data license, and a Documentation license. The license or licenses to which you are subscribed are specified on your Order Form. This Agreement does not grant you access to any Offering to which you aren’t properly subscribed.
3.2. Provision of Access. Subject to and conditioned on the license or licenses to which you are subscribed on your Order Form, your payment of all applicable Fees (defined below), and your compliance with all other terms and conditions of this Agreement, the Documentation, and our policies, we hereby grant you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right during the Term to:
(A) Access and use the Online Services solely for your internal business operations by Authorized Users. We will provide you with any necessary access credentials or passwords to allow you to access the Offerings.
(B) Access and use either or both the API and SDK solely for your internal business operations by Authorized Users in developing your applications that will communicate and interoperate with our API or SDK ; and use and display certain WeGive trademarks or service marks in accordance with usage guidelines that we may specify from time to time, but not in connection with advertising, promoting, distributing, or selling any products or services.
(C) Access and use the Data solely for your internal business operations by Authorized users and subject to any limitations that we may specify from time to time.
(D) Access and use the Documentation solely for your internal business operations and in connection with your use of the Offerings.
3.3. Usage Limits. Your use of the Offerings may be subject to the usage limits as specified in the Order Form. If you exceed any usage limits, you must pay any excess usage fees described in the Order Form in accordance with Section 14 (Fees & Payment) below. If no excess usage fees are described on the Order Form, WeGive may work with you to reduce your usage so that it conforms to any usage limits. If you are unable or unwilling to abide by a contractual usage limit, you must execute an Order Form with increased usage limits promptly on WeGive’s request.
3.4. Use Restrictions. You must not and must not permit any Authorized Users to use the Offerings for any purposes beyond the scope of access granted in this Agreement. You must not , and must not permit any Authorized Users to, directly or indirectly: (i) copy, modify, or create derivative works of the Offerings or any component of them, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Offerings, except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any component, source, or source code of, or methods used to compile, the Offerings, in whole or in part; (iv) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Offerings; (v) remove any proprietary notices from the Offerings; or (vi) use the Offerings in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property or other right of any person, or that violates any applicable law, regulation, or rule.
3.5. Aggregated Data. Notwithstanding anything to the contrary in this Agreement, we may monitor your use of the Offerings and use Aggregated Data to increase the quantity and improve the quality of data on which our artificial intelligence systems rely so they can recognize more sophisticated and detailed patterns and make more informed predictions and to compile statistical and performance information related to the provision and operation of the Offerings. As between you and us, all right, title, and interest in Aggregated Data, including intellectual property rights in it, belongs to and is retained solely by us. No Aggregated Data will be considered your Confidential Information. You acknowledge that we may compile Aggregated Data derived from Customer Content and you agree that we may use the Aggregated Data or make them publicly available to the extent and in the manner permitted under applicable laws, rules, or regulations, as long as the Aggregated Data does not identify you or your Confidential Information.
3.6. Suspension. Notwithstanding anything to the contrary in this Agreement, we may temporarily suspend your and any Authorized User’s access to any portion or all of the Offerings if: (i) we reasonably determine that there is a threat or attack on any of the Offerings or WeGive IP; (ii) your or any other Authorized User’s use of the Offerings disrupts or poses a security risk to the Offerings, WeGive IP, or any of our customers or vendors; (iii) you or any other Authorized User is using the Offerings for fraudulent or illegal activities; (iv) our provision of the Offerings to you or any other Authorized User is prohibited by applicable law; (v) any of our vendors has suspended or terminated our access to or use of any Third-Party Products required to enable you to access the Offerings (each a “Service Suspension”). We will use commercially reasonable efforts to provide written notice to you of any Service Suspension and Updates regarding resumption of access to the Offerings following any Service Suspension. We will use commercially reasonable efforts to resume providing access to the Offerings as soon as reasonably possible after the event giving rise to the Service Suspension is cured. We will not be liable for any damages, losses (including lost profits), or other liabilities or consequences that you or any Authorized User may incur as a result of a Service Suspension.
4. Customer Responsibilities.
4.1. Acceptable Use Policy. The Offerings must not be used for unlawful, fraudulent, offensive, obscene, inappropriate, or potentially harmful activity. You must comply with any acceptable use policy or other use guidelines, standards, or requirements available at https://www.wegive.com/ or otherwise provided by us.
4.2. Account Use. You are responsible and liable for all uses of the Offerings resulting from access provided by you, directly, indirectly, or unintentionally, whether the access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be considered a breach of this Agreement by you. You must use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Offerings and must cause Authorized Users to comply with such provisions.
4.3. Customer Content. You hereby grant to us a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Content and perform all acts with respect to the Customer Content, but only as reasonably necessary for us to provide the Offerings to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Content incorporated within the Aggregated Data. You will ensure that Customer Content and any Authorized User’s use of Customer Content will not violate this Agreement, any other agreement or policy incorporated into this Agreement by reference, or any applicable laws, rules, or regulations. You are solely responsible for the development, operation, maintenance, content, and use of Customer Content.
4.4. Access Credentials, Passwords, and Security Keys. We will provide you with the necessary access credentials, passwords, and security keys to allow you access to the Offerings. You are responsible for maintaining the confidentiality of your access credentials. You must not sell or transfer them to any other person or entity. You must promptly notify us about any unauthorized access to your access credentials or passwords.
4.5. Your Applications. You agree to monitor the use of Your Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including unlawful, fraudulent, offensive, obscene, inappropriate, or potentially harmful activity, and promptly restrict any offending users of Your Applications from further use of Your Applications or Our Offerings. You agree to provide users of Your Applications with a resource to report abuse of Your Applications. As between you and us, you are responsible for all acts and omissions of your end users in connection with Your Applications and their use of the Offerings. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Applications.
4.6. Third-Party Products. The Offerings may incorporate or permit access to Third-Party Products or you may procure Third-Party Products to use with the Offerings. Third-Party Products may be subject to their own terms and conditions. If you do not agree to abide by the Third-Party Products’ terms and conditions, you should not install, access, or use the Third-Party Products. If we incorporate or you use Third-Party Products with the Offerings, we will allow the third party providers to access or use your Customer Content as required for the interoperation of the Third-Party Products with the Offerings. This may include transmitting, transferring, modifying, or deleting Customer Content, or storing your Customer Content on systems belonging to the Third-Party Product provider. Any Third-Party Product provider’s use of your Customer consent is subject to the agreement between you and that Third-Party.
5. Service Levels and Support.
5.1. Service Levels. We will use commercially reasonable efforts to make the Offerings available in accordance with the service levels specified in the Order Form.
5.2. Support. We will provide you with the support services specified in the Order Form. Additional support services may be available for an additional fee as specified in the Order Form or a separate written agreement between the parties.
5.3. Updates. We may update or modify the Offerings from time to time and at our sole discretion (in each instance, an “Update”) and may require you to obtain and use the most recent version of the Offerings. At your sole cost and expense, you are required to make changes to Your Applications that are necessary for integration with our Offerings because of any Update. Your continued use of the Offerings following an update constitutes binding acceptance of the Update.
5.4. Scheduled Downtime. We will use commercially reasonable efforts to schedule downtime for routine maintenance of the Services between the hours of 12:00:00 and 03:00:00, Pacific Time.
6. Additional Services.
6.1. Additional Services. Subject to this Agreement, you may purchase Additional Services that we will provide to you pursuant to the applicable Order. Additional Services may be subject to additional Documentation or policies as specified by us.
6.2. Customer’s Obligations. You must: (i) appoint and, in your reasonable discretion, replace a Customer representative to serve as your primary contact who has the authority to act on your behalf with respect to the Additional Services; (ii) promptly respond to our requests for instructions, decisions, authorizations, or other information that is reasonably necessary to perform the Additional Services; (iii) and promptly provide us with copies of or access to your materials that are reasonably necessary to perform the Additional Services and ensure that the materials are materially accurate and complete.
6.3. Customer’s Delay. We will not be in breach of or liable to you under this Agreement if the breach or liability is caused in whole or in part by your delay in performing your obligations under this Agreement. We will use reasonably efforts to meet any service performance dates we provide to you in the Order Form or otherwise, but performance dates are estimates only.
6.4. Change Orders. If either you or we wish to change the scope of performance of the Additional Services, you or we must submit details of the requested change to the other Party in writing. Within a reasonable time after the request, we will provide a written estimate to you describing the likely effect of the change on the Additional Services, including adjustments to the estimated performance dates and fees and expenses. Promptly after you receive the written estimate, the you and we will negotiate and agree in writing on the terms of any change (the “Change Order”). The written agreement may be in any format that constitutes a writing under applicable law, including for example, any form of electronic communication, such as email, chat, or text, as long as the writing supports the mutuality of the agreement. Notwithstanding the foregoing, we may change the Additional Services without your consent if the change does not materially affect the nature or scope of the Additional Services as set forth in the Order Form.
7. Confidential Information. In connection with our proposed or actual business relationship, or from time to time during the Term of this Agreement, you and we have disclosed or may disclose to each other, or have allowed or may allow each other access to, Confidential Information. “Confidential Information” means all non-public, proprietary, or confidential information of the disclosing Party (the “Discloser”) or relating to the Discloser’s business (including Confidential Information disclosed to or accessed by the recipient (the “Recipient”) before this Agreement) in oral, visual, written, electronic, or other tangible or intangible form, whether or not marked or designated as “proprietary” or “confidential.” Confidential Information also includes other information that is marked or otherwise identified as proprietary or confidential, or that would otherwise appear to a reasonable person to be proprietary or confidential in the context and circumstances in which the information is disclosed or accessed. Confidential Information does not include information that is generally available to and known by the public at the time it is disclosed or accessed, unless it is generally available and known through the Recipient’s direct or indirect fault or the direct or indirect fault of person(s) acting on the Recipient’s behalf. Unless permitted by this Agreement, the Recipient must not use Confidential Information for its own account or any third party’s account and must not disclose to any third party any of the Discloser’s Confidential Information. This Agreement does not prevent the Recipient from disclosing Confidential Information if the disclosure is required by an applicable law or regulation or required under the valid order of a court of competent jurisdiction or an authorized government agency and the disclosure does not exceed the extent of the disclosure required by the law, regulation, or order. The Recipient must promptly provide written notice of any court or government order to the Discloser so the Discloser can seek a protective order or other remedy.
8. Data Security. We will use all reasonable organizational, administrative, physical, technical, and legal measures and security procedures to safeguard and ensure the security of the data and to protect the data from unauthorized access, disclosure, duplication, use, modification, or loss.
9. Collection and Use of Your Information; Privacy Policy. We may collect certain information about you or any of your employees, contractors, or agents through the Offerings. In providing the Offerings and collecting information, we comply with our privacy policy available at https://www.wegive.com/privacy (“Privacy Policy”). The Privacy Policy is subject to change as described within it. By accessing, using, and providing information to or through the Offerings, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.
10. Intellectual Property Ownership; Feedback.
10.1. WeGive Intellectual Property. The Offerings and Additional Services are made available to you on a limited access basis and no ownership right in them is conveyed to you. We and our licensors own and retain all right, title, and interest, including all intellectual property rights (“WeGive IP”), in and to the Offerings and Additional Services.
10.2. Customer Intellectual Property. Except as otherwise provided in this Agreement, you own all right, title, and interest, including all intellectual property rights, in and to the Customer Content. Only to the extent necessary for us to provide the Offerings and Additional Services to you, you hereby grant us a non-exclusive, non-transferable (except in accordance with Section 19.1 (Assignment)), fully paid, royalty free, perpetual, and worldwide license to use the Customer Content.
10.3. Feedback. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Offerings, including, without limitation, new features or functionality relating to the Offerings or any of our other products or services, or any other comments, questions, suggestions, or the like (“Feedback”), we are free to use the Feedback irrespective of any other obligation or limitation between you and us governing the Feedback. All Feedback is and will be treated as non-confidential. Without any attribution or compensation to you or any third party, you hereby assign to us on your behalf, and must cause your employees, contractors, and agents to assign, all right, title, and interest in any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, even though we may not use the Feedback.
11. Limited Warranty and Warranty Disclaimer.
11.1. WeGive Warranty. We represent and warrant that we will provide the Offerings using a commercially reasonable level of care and skill and that we will perform the Additional Services using commercially reasonable efforts and in a professional and work-person-like manner. We will not be liable for a breach of the foregoing warranty unless you provide us with written notice reasonably describing the defective Offerings or Additional Services within ten days of the time when you discover or should have discovered the defect. If you provide us with written notice, then, in our sole discretion, we may repair the defect or re-perform the services or the defective part of the services, or we may credit or refund the reasonable value of the Offerings or Additional Services. THE FOREGOING WARRANTY DOES NOT APPLY, AND WE STRICTLY DISCLAIM ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
11.2. Customer Warranty. You represent and warrant that you own or otherwise have and will have the necessary rights and consents in and relating to the Customer Content so that as it is received by us and processed in accordance with this Agreement, the Customer Content does not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable laws, rules, or regulations.
11.3. Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 11.1, THE OFFERINGS AND ADDITIONAL SERVICES ARE PROVIDED “AS IS” AND WE SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE MAKE NO WARRANTY OF ANY KIND THAT THE OFFERINGS OR ANY OTHER PRODUCTS, SERVICES, DATA INPUTS, DATA OUTPUTS, AI DATA, OR RESULTS OF THEIR USE, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
12. Indemnification.
12.1. WeGive Indemnification.
(A) We must indemnify, hold harmless, and defend you from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (“Losses”), incurred by you resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Offerings, or any use of the Offerings in accordance with this Agreement, infringes or misappropriates the third party’s United States intellectual property rights, as long as you promptly notify us in writing of the Third-Party Claim, cooperate with us, and give us sole authority to control the defense and settlement of such Third-Party Claim.
(B) If a Third-Party Claim is made or either you or we reasonably anticipate a Third-Party Claim will be made, you agree to permit us, at our sole discretion, to: (i) modify or replace the Offerings, or component or part thereof, to make it non-infringing; or (ii) obtain the right for you to continue use. If we determine that neither alternative is reasonably available, we may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to you. This Section 12.1(B) sets forth your sole remedies and our sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the Offerings infringe, misappropriate, or otherwise violates any intellectual property rights of any third party.
(C) This Section 12.1 will not apply if the total amounts paid to us under this Agreement in the twelve (12) month period preceding the Claim are less than $50,000.00 or to the extent that the Third-Party Claim arises from Customer Content or Third-Party Products.
12.2. Customer Indemnification. You must indemnify, hold harmless, and, at our option, defend us and our officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim: (i) that the Customer Content, or any use of the Customer Content in accordance with this Agreement, infringes or misappropriates the third party’s United States intellectual property rights; or (ii) based on your or any Authorized User’s negligence or willful misconduct or use of the Offerings in a manner not authorized by this Agreement. However, you may not settle any Third-Party Claim against us unless we consent to the settlement, and further provided that we will have the right, at our option, to defend itself against any Third-Party Claim or participate in the defense by counsel of our own choice.
13. Limitations of Liability. IN NO EVENT WILL WE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO US UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The exclusions and limitations in this Section 13 do not apply to the parties’ indemnification obligations under Section 12.
14. Fees and Payment.
14.1. Payment. You must pay us the fees described on any Order Form (the “Fees”) in accordance with the terms of the Order Form and any invoice. If you fail to pay any amounts when due, we may suspend your and all Authorized Users’ access to all or part of the Offerings, as well as any Additional Services, until all amounts are paid in full. We will issue periodic invoices for fixed, prepaid subscriptions and any Additional Services. We will issue monthly invoices for (i) monthly subscriptions, or (ii) fixed, paid monthly subscriptions. All late payments will bear interest at the lesser of 1.5% per month or the highest rate permissible under California law. We may revise (increase or decrease) Fees for any Fixed or Monthly Renewal Term after providing you with advance written notice of the Fee revision at least 30 days’ before to expiration of the current Term.
14.2. Taxes. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local government entity on any amounts payable by you under this Agreement. You are not responsible for any taxes on our revenue, income, personnel, or real or personal property, or other assets.
14.3. Invoice Disputes. You must notify us in writing of any invoice dispute (along with a reasonably detailed description of the dispute and any substantiating documentation) within 10 days of your receipt of the disputed invoice. If you do not timely notify us of an invoice dispute, then the invoice is considered undisputed and you must pay all amounts due as set forth in the Order Form and this Section 14.
15. Term and Termination.
15.1. Term; Renewal.
(A) Term for the Offerings.
(i) Fixed Subscriptions. As identified on the Order Form, if you subscribe to a fixed subscription to the Offerings, paid either in advance, monthly, or on another payment schedules, this Agreement begins on the Effective Date and will continue in effect from the Effective Date for the fixed period specified on the Order Form (the “Initial Fixed Term”). This Agreement will automatically renew for successive periodic terms unless the Order Form expressly states otherwise or either Party gives written notice to the other Party of non-renewal prior to the expiration of the then-current term (each a “Fixed Renewal Term” and collectively with the Initial Annual Term, the “Term”).
(ii) Monthly Subscriptions. As identified on the Order Form, if you subscribe to a monthly subscription to the Offerings, this Agreement begins on the Effective Date and will continue in effect until one month from the Effective Date, the date on which any free trial or evaluation period expires, or other date identified on the Order Form (the “Initial Monthly Term”). This Agreement will automatically renew for successive one-month terms unless either Party gives written notice to the other Party of non-renewal prior to the expiration of the then-current term (each a “Monthly Renewal Term” and collectively with the Initial Monthly Term, the “Term”).
(B) Term for the Additional Services. As identified on the Order Form, if you purchase any Additional Services, this Agreement will commence on the Effective Date and continue until the Additional Services described in the Order Form are complete or until the termination of your subscription to the Offerings, whichever is earlier.
15.2. Termination. In addition to any other express termination right set forth in this Agreement, either Party may terminate this Agreement:
(A) For any reason without advance notice to the other Party if your access and use of the Offerings is solely for trial, evaluation, or demonstration purposes;
(B) Effective on written notice to the other Party, if the other Party breaches this Agreement (which breach may include Customer’s failure to pay any amount when due), and the breach is either incapable of cure or remains uncured 15 days after the non-breaching Party provides written notice of the breach to the breaching Party; or
(C) Effective on written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
15.3. Effect of Termination. On termination of this Agreement, you must immediately discontinue use of the Offerings. No expiration or termination of this Agreement will affect your obligation to pay all Fees that may have become due before the expiration or termination or entitle you to any refund. If we terminate this Agreement because of your breach of it, then all Fees that would have been due to us through the Agreement’s Term are immediately due and payable.
15.4. Customer Output. Within 30 days of termination of this Agreement, we will provide you with an extract of the data developed by you or on your behalf that is derived from Customer Content (“the Customer Output”).
15.5. Survival. This Section 15.5, Sections 14 (Fees & Payment), 7 (Confidential Information), 12 (Indemnification), 13 (Limitations of Liability), 17 (Export Regulation), 18 (Publicity), 19 (Miscellaneous), and any right or obligation that, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
16. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through direct email from us or notifications or posts on https://www.wegive.com/. You are responsible for reviewing and becoming familiar with any modifications. Your continued use of the Offerings after the effective date of the modifications will be considered acceptance of the modified terms.
17. Export Regulation. You must comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Content outside the United States.
18. Publicity. You agree that we may include your name, logo, and success stories on our website or in our promotional materials. We will stop doing so on your request sent to contact@wegive.com.
19. Miscellaneous.
19.1. Assignment. This Agreement is personal to you, and you may not assign, transfer, or delegate any or all of your rights or obligations under it without our prior written consent. Any attempted assignment, transfer, delegation, or other conveyance in violation of the foregoing will be null and void. We reserve the right to assign or transfer this Agreement and delegate any of our obligations under it.
19.2. Governing Law; Jurisdiction. California law governs all claims relating to this Agreement without regard for any choice-of-law rules that might direct the application of the laws of any other jurisdiction. Exclusive jurisdiction must lie with the state or federal courts in California for all actions or proceedings arising out of or relating to this Agreement.
19.3. Equitable Remedies. Each Party acknowledges and agrees that if it breaches or threatens to breach any of its confidentiality or intellectual property obligations under this Agreement, that breach or threatened breach would give rise to irreparable harm to the other Party for which monetary damages would not be an adequate remedy. If a Party breaches or threatens to breach any of its confidentiality or intellectual property obligations, the other Party will, in addition to any and all other rights and remedies that may be available to that Party at law, at equity, or otherwise, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Each Party agrees that it will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 19.3.
19.4. Attorneys’ Fees. If any party institutes any legal suit, action, or proceeding against the other party to enforce this Agreement (or obtain any other remedy regarding any breach of this Agreement), the prevailing party in a final, non-appealable judgment regarding the suit, action, or proceeding is entitled to receive, and the non-prevailing party must pay, in addition to all other remedies to which the prevailing party may be entitled, the costs and expenses incurred by the prevailing party in conducting or defending the suit, action, or proceeding, including reasonable attorneys’ fees and expenses and court costs.
19.5. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes any other agreements, representations, or understandings (whether oral, written, express, or implied) that relate to the subject matter. If there is any conflict between this Agreement and the Order Form, this Agreement will govern, unless the Order Form expressly states otherwise. If there is any conflict between this Agreement and any of Customer’s general terms and conditions or similar documents, this Agreement will govern. Providing the Offerings or Additional Services to Customer does not constitute acceptance of any of Customer’s terms and conditions or other documents and does not modify or amend this Agreement.
19.6. Severability. If any part of this Agreement is held to be unenforceable, that part must be amended to achieve as nearly as possible the same economic effect as the original part and the rest of this Agreement remains fully enforceable.
19.7. Waiver. A Party’s waiver of a provision or the other Party’s breach of this Agreement is not a waiver of any similar or dissimilar provision or breach at the same, prior, or subsequent time. A Party’s delay or failure to exercise any right, power, or privilege under this Agreement is not a waiver of that right, power, or privilege, and does not preclude the Party from any other or further exercise of that or any other right, power, or privilege.
19.8. Captions. The captions or headings of this Agreement are for reference only and should not be construed as part of this Agreement.
19.9. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement will be construed to create any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party will have authority to contract for or bind the other Party.
19.10. Notice. Any notice required or permitted by this Agreement must be sent to our corporate headquarters address available at https://www.wegive.com/ and must be in writing and will be considered effective on receipt if delivered in person, by a reputable overnight courier service, by registered or certified mail (postage prepaid, return receipt requested). Notwithstanding the foregoing, you hereby consent to written notice by email or confirmed facsimile (if the email or facsimile is sent during your normal business hours, otherwise the email or facsimile is considered given or made on the next business day), at the address you most recently provided to us for the purpose of notice.
19.11. Changes to this Agreement. We may amend this Agreement, the Documentation, or our policies from time to time, with notice to you in accordance with Section 19.10 (Notices) or by posting the modified Agreement on our website. Together with the notice, we will specify the effective date of the modifications.