NPOINFO MASTER TERMS AND CONDITIONS

1.0 GENERAL. These Master Terms and Conditions (these “Terms and Conditions”) are made by and between Impact Ventures, LLC (the “Provider”), which owns and operates NPOInfo, and the client organization (the “Client”) executing and delivering any Order (each, an “Order”), issued in connection herewith, and into which these Terms and Conditions are incorporated by reference. In the event of a conflict between these Terms and Conditions and any Order, these Terms and Conditions will control, unless such Order expressly states it shall supersede the applicable provision(s) of these Terms and Conditions.

2.0 DEFINITIONS. As used in these Terms and Conditions, and in addition to any other defined terms, the capitalized terms used herein are defined in the Definitions at the end of these Terms and Conditions.

3.0 SERVICES.

3.1 General. All Services will be provided to Client according to these Terms and Conditions and one or more Orders.

3.2 Data Append Services. Provider will provide to Client pursuant to the relevant Order, certain data append services (the “Data Append Services”), as may be more particularly set forth in one or more Orders. Certain Data Append Services may be more specifically described in such Order. 

4.0 OWNERSHIP RIGHTS.

4.1 For Provider. All title, ownership rights, and Intellectual Property Rights in and to the Data Append Services and all Provider Marks (and all Derivative Works and copies thereof) are and will remain owned by Provider (or its licensors, as applicable). 

4.2 For Client. All title, ownership rights, and Intellectual Property in Materials that Client owns, and that Client provides to Provider, will remain owned by Client. Provider shall be granted no rights and licenses therein, except to the extent necessary for the provision of Services by Provider to Client hereunder.

5.0 FEES AND PAYMENT TERMS.

5.1 Fees. Fees payable under these Terms and Conditions or any Order shall be in the amounts and payable on the terms set forth on the applicable Order. Except as otherwise may be set forth in an Order, all payments for fees shall be due in advance, within thirty (30) days from receipt by Client of an invoice for the same. After the Initial Term, and at the beginning of each Renewal Term thereafter, the fees for such upcoming Renewal Term shall remain the same as those applicable during the most recently completed billing cycle, except as the same may otherwise be agreed between the parties. All fees paid will be in the currency specified in the Order. Except as otherwise specified in the Order, payment must be done by check or ACH. If requested, Provider may elect in its sole discretion to accept a credit card, with an additional fee, as an additional valid payment method.

5.2 Late Payments. Provider may, at its option, suspend the Services, in whole or in part, if Provider does not receive all amounts due and owing under this Agreement, which are not reasonably in dispute, when due; provided, however, that it shall resume normal provision of Services promptly following the resolution of any such condition, in the event that the Agreement has not been terminated pursuant to the terms of Section 11.2.

5.3 Taxes. The fees due to Provider shall be paid free and clear of any deduction or withholding on account of taxes. Client shall be responsible for all sales, use, value-added, ad valorem or other taxes (including fees, tariffs, levies, duties or charges in the nature of a tax) imposed by any governmental entity upon the sale, use or receipt of the Data Append Services (other than taxes based solely on Provider’s income). If and when Provider has the legal obligation to collect such taxes, Provider will invoice Client the amount of such taxes, and Client will pay such amount, unless Client provides Provider with a valid tax exemption certificate authorized by the appropriate taxing authority. Client will provide Provider with official receipts issued by the appropriate taxing authority or such other evidence as is reasonably requested by Provider to establish that such taxes have been paid. The parties shall reasonably cooperate to more accurately determine each party’s tax liability and to minimize such liability to the extent legally permissible. For tax purposes, Client represents and warrants to Provider that the Data Append Services will be considered by the parties as delivered in the locations specified in the Order, or Client’s principal business address, if not otherwise specified in the Order.

5.5 No Deductions or Setoffs. All amounts payable to Provider will be paid by Client in full, and without any setoff, recoupment, counterclaim, deduction, debit or withholding, for any reason (other than any deduction or withholding of tax, as may be required by applicable law).

6.0 CLIENT OBLIGATIONS.

6.1 Technical Requirements. Client shall be solely responsible for acquiring, installing, maintaining and operating all hardware and related electronic equipment, software, and internet access necessary to be able to access and use the Data Append Services. 

6.2 Use of Services. Client shall be solely responsible for its use of the Data Append Services and the resulting data appends delivered by Provider, including its compliance with applicable law relating thereto, and including in respect of the security measures put in place to protect such information contained therein from unauthorized or unlawful use or disclosure. 

7.0 NON-DISCLOSURE AND CONFIDENTIALITY.

7.1 Disclosure. Each party may disclose to the other party certain Trade Secrets and Confidential Information of such party or of such party’s associated companies, distributors, licensors, suppliers, or customers. For purposes of these Terms and Conditions, “Trade Secrets” means information that is a trade secret under law; “Confidential Information” means information, other than Trade Secrets, that is of value to its owner and is treated as confidential; “Proprietary Information” means Trade Secrets and Confidential Information; the “Disclosing Party” refers to the party disclosing Proprietary Information hereunder, whether such disclosure is directly from Disclosing Party or through Disclosing Party’s employees or agents; and “Recipient” refers to the party receiving any Proprietary Information hereunder, whether such disclosure is received directly or through Recipient’s employees or agents.

7.2 Requirement of Confidentiality. Recipient agrees to hold the Proprietary Information disclosed by Disclosing Party in confidence and not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information disclosed by Disclosing Party to any third party, or utilize the Proprietary Information disclosed by Disclosing Party for any purpose whatsoever other than as expressly contemplated. With regard to Trade Secrets, the obligations in this Section 7.2 shall continue for so long as such information constitutes a trade secret under applicable law. With regard to the Confidential Information, the obligations in this Section 7.2 shall continue for the Term set forth in the Order and for a period of two (2) years thereafter. The foregoing obligations shall not apply if and to the extent that: (i) Recipient establishes that the information communicated was publicly known at the time of Recipient’s receipt or has become publicly known other than by a breach; (ii) prior to disclosure hereunder was already in the Recipient’s possession without restriction as evidenced by appropriate documentation; (iii) subsequent to disclosure hereunder is obtained by the Recipient on a non-confidential basis from a third party who has the right to disclose such information; or (iv) was developed by the Recipient without any use of any of the Confidential Information as evidenced by appropriate documentation. Notwithstanding anything to the contrary herein, if Recipient is ordered by an administrative agency or other governmental body of competent jurisdiction to disclose the Proprietary Information, then Recipient may disclose the requested Proprietary Information; provided however, that, Recipient shall first notify Disclosing Party prior to disclosure, if allowed by law, in order to give Disclosing Party a reasonable opportunity to seek an appropriate protective order or waive compliance with the terms hereof and shall disclose only that part of the Proprietary Information which Recipient is required to disclose.

7.3 Return of Materials. Upon the request of the Disclosing Party, Recipient shall promptly destroy or deliver to the Disclosing Party its Proprietary Information and any notes, extracts or other reproductions in whole or in part relating thereto, without retaining any copy thereof. Notwithstanding the foregoing, Recipient shall be permitted to retain such copies of Proprietary Information as necessary for legal or recordkeeping purposes, including such copies as are embedded in the automated backup of electronic data processing systems.

7.4 Data Use. Client agrees that data derived by Provider from Provider’s performance of the Services or input by Client may be used for the purposes of analysis, including statistical analysis, trend analysis, creation of data models, and creation of statistical rules, except that such analysis shall be performed solely by Provider and such analysis shall be performed only in conjunction with data derived by Provider from Provider’s performance of services for other customers, input by other Provider customers or obtained from party data sources. The results of such analysis (“De-identified Data”) may be used by Provider for any lawful purpose, including determining future hardware and communications needs for Provider systems and determining trends associated with warehouse use, operation, and efficacy. Notwithstanding anything herein to the contrary, De-identified Data shall not contain (i) any Proprietary Information of Client, (ii) any information that identifies or can be reasonably used to identify an individual person, (iii) any information that identifies or can be reasonably used to identify Client or its affiliates, suppliers, or employees, or (iv) any information that identifies or can be reasonably used to identify any activities or behaviors of Client. Except as otherwise provided herein, Provider shall only use Client’s Proprietary Information to the extent required for the proper delivery of the Services, including as necessary or appropriate to prevent technical problems (e.g., to resolve issues related to technical support).

7.5 Protection of Client’s Proprietary Information. Provider agrees to use commercially reasonable efforts consistent with industry practices and applicable law to implement administrative, physical and technical safeguards necessary to ensure the security, confidentiality and integrity of Client’s Proprietary Information. In addition to the foregoing, the Provider maintains the Information Protection and Security Standards (“IPSS”), which are located at https://doublethedonation.com/ipss and are incorporated herein by reference, as the same may be updated by the Provider, from time to time, and will observe the same throughout the Term of this Agreement. In the event of any proposed material change to its IPSS, the Provider will provide the Client with at least thirty (30) days’ prior written notice, and, in no event may any such change represent a material degradation to the security standards of the Provider, or the Client shall be entitled to terminate this Agreement by written notice in case of any implementation of the same.

7.6 Personal Data; Provider Corporate Giving Database; Third Party Services and Sources.

(a) To the extent that Provider processes personal data, it shall do so in accordance with the Order, these Terms and Conditions and the Provider’s Privacy Policy as it may exist, from time to time, (https://doublethedonation.com/privacy-policy) in the course of providing the Services. Client has final authority over the type of donor information it elects to provide to Provider. Any donor information provided by Client remains the property of Client. Provider will use the donor information solely for purposes defined and agreed-to by the Client, such as matching gift screening, reporting, automated outreach, analysis, and gap-filling.

(b) Provider owns its corporate giving information database, which includes matching gift and volunteer grant information. This includes the database structure, wording, lists of companies (including their subsidiaries and alternate variations), forms, guidelines, instructions, and additional fields. Provider shall in any case retain ownership of its database of corporate giving information and any variations made to the database (the “Corporate Giving Database”), whether in part by Client’s efforts or otherwise. Due to the collaborative nature of its database, Provider cannot and does not make any representation as to the accuracy of any information in its database.

(c) Notwithstanding any other provision hereunder, any Order, or the Privacy Policy to the contrary, but without limitation, Client acknowledges and agrees that Provider may utilize certain third party websites, services, databases, profiles, and other resources (collectively, “Third Party Services”) in its performance of the Services. This may include, without limitation, the disclosure by Provider to third party service providers and sources (“Third Party Sources”) of information Provider has obtained from Client, and the receipt and retrieval by Provider of information from Third Party Source that such Third Party Sources have obtained from Client (or the service providers or sources of such Third Party Sources). The information disclosed, received and retrieved may include donor information, including, without limitation, personal data. Client further acknowledges and agrees that Provider does not control (or have any obligation to monitor) the security measures put in place by Third Party Sources, or any other actions or inactions of such Third Party Sources. No use of Third Party Services is or will be deemed to be an endorsement by Provider of any Third Party Sources, the Third Party Services or the information, data or other content received or retrieved therefrom, for any reason, and Provider will not be responsible for any such content (or correcting such content to the extent inaccurate) or the unauthorized disclosure thereof by Third Party Sources, or any data breaches resulting from any actions or inactions of Third Party Sources (including through any Third Party Services), in any manner. IN FURTHERANCE OF THE FOREGOING, EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, CLIENT HEREBY:  (I) WAIVES AND DISCLAIMS ALL CLAIMS IT MAY HAVE, OR COME TO HAVE, AGAINST PROVIDER RELATING TO ANY ACT OR OMISSION OF THIRD PARTY SOURCES OR ANY FAILURE OR INACCURACY OF THE THIRD PARTY SERVICES OR INACCURACY IN THE INFORMATION RECEIVED OR RETRIEVED THEREFROM (INCLUDING THOSE STEMMING FROM THIRD PARTY CLAIMS); AND (II) WHOLLY RELEASES PROVIDER FROM RESPONSIBILITY AND LIABILITY FOR ANY LOSSES, OF ANY KIND, DIRECTLY OR INDIRECTLY, RELATING THERETO. CLIENT ACKNOWLEDGES AND AGREES THAT PROVIDER’S PROVISION AND PERFORMANCE OF THE SERVICES IS IN RELIANCE OF THE ACKNOWLEDGEMENTS, AGREEMENTS, WAIVERS AND RELEASES SET FORTH UNDER THIS SECTION, AND THAT PROVIDER WOULD NOT HAVE AGREED TO PROVIDE OR PERFORM THE SERVICES BUT FOR THE SAME. CLIENT THEREFORE FURTHER AGREES THAT THE TERMS OF THIS SECTION WILL BE ENFORCEABLE EVEN IF THE REMAINING REMEDIES OF CLIENT FAIL OF THEIR ESSENTIAL PURPOSE OR ARE OTHERWISE INADEQUATE. THE LIMITATIONS SET FORTH UNDER THIS SECTION ARE WITHOUT LIMITATION TO ANY OTHER LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTY OR CLAIM SET FORTH ELSEWHERE HEREUNDER OR ANY ORDER.

8.0 LIMITED WARRANTY. Provider represents and warrants that (i) it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (ii) it shall materially comply with applicable federal, state and local laws, rules, and regulations when performing its obligations hereunder.

OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, NEITHER PROVIDER, ITS AFFILIATES, LICENSORS OR SUPPLIERS, NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES MAKES ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO CLIENT, OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE SERVICES OR OTHERWISE REGARDING THESE TERMS AND CONDITIONS, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY, AND, EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED TO CLIENT ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE FOR COMMERCIAL USE ONLY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. NO WARRANTY IS MADE THAT THE SERVICES WILL BE SECURE, TIMELY, OR ERROR FREE, OR THAT ANY NON-MATERIAL ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED. THE CLIENT ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR THE CLIENT’S PURPOSE.

9.0 LIMITATION OF LIABILITY.

9.1 Limitation of Remedy. In no event shall either party, its affiliates, licensors or suppliers, or any of their officers, directors, employees, shareholders, agents or representatives be liable to the other party, or any other person or entity for any indirect, special, incidental, exemplary or consequential damages or loss of goodwill under or in any way relating to these Terms and Conditions or any Order resulting from the use of or inability to use the deliverables or the performance or non-performance of any Services, even if the remaining remedies of the other party fail of their essential purpose or are otherwise inadequate, and even if such party has been notified of the possibility or likelihood of such damages occurring, and whether such liability is based on any legal or equitable theory, including, but not limited to, contract, tort, negligence, strict liability, products liability or otherwise. 

9.2 Maximum Liability. Except for claims arising (a) pursuant to Section 7.2, or (b) in connection with any indemnification obligation hereunder, IN NO EVENT SHALL PROVIDER’S LIABILITY FOR ANY DAMAGES TO CLIENT OR TO ANY OTHER PERSON OR ENTITY REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE, EXCEED THE PRO RATA PORTION OF FEES RECEIVED BY PROVIDER FROM CLIENT APPLICABLE TO THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH ACTION.

10.0 INDEMNIFICATION.

10.1 Provider Indemnification. Provider shall indemnify, defend, and hold harmless Client and its officers and employees against any third-party claim that Provider has violated Section 7.2 of these Terms and Conditions. 

10.2 Client Indemnification. Client will indemnify, defend, and hold harmless Provider against all claims, actions or proceedings, arising out of any claim: (i) related to Clients use of the Data Append Services or the resulting data appends delivered by Provider (or failure to properly implement security measures to protect such information from unauthorized use or disclosure, including as required by applicable law); (ii) related to taxes, fees, tariffs, levies, duties or charges imposed on Provider or any costs or expenses incurred by Provider as a result of Client’s failure to comply with its obligations under Section 5.4 (Taxes); or (iii) involving Client’s violation of Section 7.2 of these Terms and Conditions.

10.3 Indemnification Obligations. The indemnification provided in Sections 10.1 and 10.2 is conditioned on (i) the party to be indemnified (“Indemnified Party”) giving the indemnifying party (“Indemnifying Party”) prompt written notice of such claim; (ii) the Indemnified Party providing its full cooperation in the defense of such claim, if requested by the Indemnifying Party; and (iii) the Indemnified Party granting the Indemnifying Party the sole authority to defend or settle the claim. The Indemnified Party may engage legal counsel to monitor, but not control, any such claim at the Indemnified Party’s expense.

11.0 TERM AND TERMINATION.

11.1 Initial Term. These Terms and Conditions shall commence on the Effective Date indicated on the first-executed Order between Client and Provider. These Terms and Conditions shall continue through the Initial Term and through any Renewal Terms indicated thereon or amendments thereto, or any successive Order executed between Client and Provider. Except as otherwise specified, these Terms and Conditions will automatically renew for additional periods equal to the expiring term, unless either party gives notice of non-renewal at least sixty (60) days before the end of the expiring term. Unless earlier terminated as provided herein, these Terms and Conditions shall continue in full force and effect until the termination or expiration of the Initial Term or last Renewal Term in effect (the “Agreement Term”).

11.2 Termination. Without prejudice to any other remedies and in addition to any other termination rights herein, the parties shall have the right to terminate these Terms and Conditions, and any Order executed hereunder, as provided below:

(a) By either party if the other party commits a material breach of these Terms and Conditions and such breach remains uncured thirty (30) days after written notice of such breach is delivered to such other party;

(b) By either party if the other party makes an assignment for the benefit of creditors, or commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws, laws of debtor’s moratorium or similar laws; or

(c) By Provider if any amounts owed remain unpaid for more than fifteen (15) days following written notice of such unpaid amounts being delivered to Client.

11.3 Effect. Upon termination for any reason, all rights and licenses granted by Provider to Client will immediately cease. Upon any Client’s prompt request, Provider shall make Client’s Materials reasonably available to it for a period of thirty (30) days. Upon any duly effected termination by Client pursuant to Section 11.2(a) or (b), Provider shall promptly refund any pre-paid but unearned fees to Client.

11.4 Survival. Termination of these Terms and Conditions or any Order will not affect the provisions regarding Provider’s or Client’s treatment of Confidential Information and Trade Secrets, provisions relating to the payments of amounts due, indemnification provisions, the provisions of Section 12, and provisions limiting or disclaiming Provider’s liability, each of which shall expressly survive such termination.

12.0 GENERAL.

12.1 Authority. Each party and signatory thereof represents and warrants that it has the legal power and authority to enter into these Terms and Conditions and any Order. When executed and delivered by both parties, any Order, and these Terms and Conditions, will collectively constitute the legal, valid and binding obligations of such party, enforceable against such party in accordance with its terms.

12.2 Governing Law. These Terms and Conditions and any Order will be exclusively construed, governed and enforced in all respects in accordance with the internal laws (excluding all conflict of law rules) of the State of Georgia (US) and any applicable federal laws of the United States of America. Each party agrees that any claim or cause of action whether in law or equity, arising under or relating to these Terms and Conditions or any Order may be brought in a State or federal court in the State of Georgia and each party hereby consents to the jurisdiction and venue of such courts.

12.3 International Conventions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply in any respect to these Terms and Conditions, any Order, or the parties hereunder.

12.4 Communications. All communications required or otherwise provided under these Terms and Conditions, or any Order, shall be in writing and shall be deemed given when delivered (i) by hand, (ii) by registered or certified mail, postage prepaid, return receipt requested; (iii) by a nationally recognized overnight courier service; or (iv) by electronic mail to the respective addresses set forth either on the first Order, as may be amended by the parties by written notice to the other party in accordance with this Section.

12.5 Assignment. Neither party may assign its rights and duties under these Terms and Conditions, or any Order, without the prior written consent of the non-assigning party, which, in the case of a proposed assignment to affiliates or successors-in-interest, shall not be unreasonably withheld. Any assignment in violation of this Section 12.5 shall be void and of no effect. These Terms and Conditions, and each Order, shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.

12.6 Severability. In case any one or more of the provisions of these Terms and Conditions should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

12.7 Entire Agreement. These Terms and Conditions, and any Order into which they are incorporated, and the Service Level Agreement (if applicable), constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto. For the avoidance of doubt, these Terms and Conditions are not intended to supersede and/or replace any other terms and conditions covering any other products or services that may be in place between the Parties, each of which shall remain in place, in accordance with their terms.

12.8 Waiver. No failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

12.9 Modifications. No amendment to or modification of any Order is effective, unless it is in writing, identified as an amendment to or modification of the same and is signed by an authorized representative of each party. Notwithstanding the foregoing, Provider reserves the right, in its sole discretion, to make any changes to these Terms and Conditions, from time to time, by posting the same to the link integrated into any Order referencing the same; provided that it shall provide reasonable notice of the same to Client. 

12.10 Force Majeure. Neither party shall be liable for delay or failure in performing any of its obligations hereunder due to causes beyond its reasonable control, including an act of nature, war, natural disaster, epidemic or other public health emergency, governmental regulations, terrorism, communication or utility failures or casualties or the failures or acts of third parties. In the event that any event of force majeure is continuing for more than sixty (60) days, then either party may move to terminate these Terms and Conditions and any affected Order, by notice, without further liability to either party.

12.11 No Third-Party Beneficiaries. These Terms and Conditions are personal to the parties and no third parties shall be considered beneficiaries hereof, for any purposes.

13.0 DEFINITIONS.

“Derivative Works” means any suggestions, contributions, enhancements, improvements, additions, modifications, or Derivative Works to the referenced software or other Materials.

“Effective Date” means the date on which these Terms and Conditions commence, as indicated herein and/or in the first Order.

“Initial Term” means the first term for the delivery of Services which incorporate these Terms and Conditions, as indicated in any Order.

“Intellectual Property Rights” means any and all rights to exclude, existing, from time to time, in any jurisdiction, under patent law, copyright law, moral rights law, trade-secret law, semiconductor chip protection law, trademark law, unfair competition law, or other similar rights.

“Marks” means service marks, trademarks, trade names, logos, and any modifications to the foregoing.

“Materials” means data, materials, pictures, documentation, audio, video, artistic works, writings, and other works of authorship.

“Renewal Term” means any successive term for the delivery of Services which incorporate these Terms and Conditions, as indicated in any Order.

“Services” means all services provided by Provider under these Terms and Conditions including the Data Append Services and such ancillary services provided by Provider in connection therewith or any Order entered into by the parties hereunder.