Terms of Service

The following Terms of Service (“Terms”) set out the relationship between you, or the organization that you represent (hereinafter “you” or “your”) and SofterWare or the division, affiliate, or subsidiary you are contracting with (hereinafter “SofterWare”), regarding your use of any of SofterWare’s websites, mobile applications, online databases, products, or related services, or solutions (collectively, the “Services”). Throughout these Terms, “us,” “our,” and “we” refers to SofterWare.

Acceptance of the Terms

The Services are available to users who are 18 years of age or older. Your access to and use of our Services is subject to the Terms outlined herein. By accessing or using our Services, you agree to these Terms. If you do not agree to these Terms, do not use our Services. Any new features or functionalities that are added to any Service shall also be subject to these Terms. You are advised to check these Terms from time to time for any updates or changes that may impact you. Some Services may have additional terms that will apply in addition to these Terms.

Use of Services

You are granted a limited, non-exclusive, and non-transferable license to access and use the Services for your benefit. You may use the Services only in compliance with these Terms and any applicable local, state, national, and international laws, rules, and regulations. You are responsible for obtaining any equipment or internet access necessary to use the Services. You are required to submit accurate and complete information when utilizing the Services, but SofterWare has no obligation to verify the accuracy of information you submit.

Use Prohibitions

You cannot use the Services for competitive research, and you agree that neither your organization, nor any person accessing the Services by means of your organization’s account, will, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; modify, translate or create derivative works based on the Services; or rent, license, lease, distribute, assign or otherwise transfer rights to the Services. You must notify us of any change in your eligibility to use the Services.

You shall not use the services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of SofterWare. You shall not use any bots, scrapers, spiders, crawlers, or similar technologies on any component of the Services. You shall not send or post commercial communications through the Services.

You cannot use the Services for illegal purposes, or for the transmission of content that is unlawful, defamatory, harassing, discriminatory, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, contains viruses or malicious code, is otherwise objectionable, or which infringes or may infringe intellectual property or other rights of us or anyone else or attempts to impersonate anyone else.

User Accounts

In order to access certain components of the Services, you must sign up for a user account and provide us with certain required information. You agree to be solely responsible for providing us with true, accurate, current, and complete information and for maintaining the confidentiality of your user name, password, account credentials, and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to legal@softerware.com or by calling us at +1(215) 628-0400.

Administrators

When you sign up for an account for your organization you may specify one or more administrators. The administrator(s) can configure the Services based on your requirements and manage end users in your organization account. You are responsible for (i) appointing authorized individuals as administrators, and (ii) ensuring that all activities that occur in connection with your organization account comply with the Terms. You understand that SofterWare is not responsible for account administration and internal management of the Services for you. You are responsible for ensuring that your organization maintains control of the administrator accounts.

Confidentiality

You agree to keep business information and trade secrets of SofterWare and any user account information confidential unless such information becomes known to the public generally without your fault and except to the extent that disclosure may be required by law, regulation, or legal process. We reserve the right to access, read, preserve, and disclose any information you submit through the Services to the extent necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms, including without limitation, investigation of potential violations; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to support requests; or (v) protect the rights, property or safety of us, our users, and the public.

Intellectual Property

All intellectual property rights in our Services remain with us or our licensors. We do not grant you any right to use any logo, trademark, or other of our intellectual proper-ty unless required in order for you to use the Services.

License of Data

Subject to these Terms, we grant you a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) the Services. Any unauthorized use, reproduction, modification, distribution, transmission, republication, display or performance of the Services or any component thereof is strictly prohibited. You may copy information from the Services only as strictly necessary for your own use of the Services. Otherwise, no portion of the Services may be reproduced, duplicated, copied, sold, resold, licensed, rented or otherwise exploited for any commercial purpose that is not expressly permitted by SofterWare. The commercial use or public dissemination of any information and data gathered from SofterWare is strictly prohibited, unless specifically authorized in writing.

You retain ownership of the data you provide in connection with the Services, except that you grant SofterWare a limited license to use any data you provide in connection with the Services to: (i) provide you with the Services; (ii) support and improve the Services; (iii) collate, aggregate, analyze, or combine such data in aggregate or summary form (“Aggregate Data”). All rights title and interest in Aggregate Data shall be owned exclusively by SofterWare for SofterWare’s unrestricted use.

User Generated Content

You may transmit or publish content through the Services. You shall be solely responsible for such content and the consequences of its transmission or publication. If you make any copyrighted content available on the Services, you affirm that you have the authorization to make such content available. Further, by making any content available, you expressly agree that SofterWare will have the right to block access to or remove such content for any or no reason in its sole discretion. If you believe that any content in our Services violates your copyright, please send us a notice of the copyright infringement to the address identified in the “Contact” section of these Terms. SofterWare will review such notice and take those actions it deems appropriate in its sole and absolute discretion against validated infringers.

Privacy

Personal information you provide to SofterWare through the Services is governed by the SofterWare Privacy Policy. Your election to use the Services indicates your acceptance of the terms of the SofterWare Privacy Policy.

Communications from SofterWare

The Services may include certain communications from SofterWare, such as service announcements, administrative messages and newsletters. You may opt out of receiving newsletters, but you cannot opt out of receiving service announcements and administrative messages.

Fees and Payments

The Services are available under subscription plans of various durations. Payments for subscription plans of a duration of less than a year can be made only by Credit Card or Direct Debit/ACH bank account withdrawal. Your subscription will be automatically renewed at the end of each subscription period, if available, or inform us that you do not wish to renew the subscription. At the time of automatic renewal, the subscription fee will be charged to the Credit Card or Direct Debit/ACH bank account last used by you. If you do not wish to renew the subscription, you must inform us at least thirty (30) days prior to the renewal date. Prepayments are nonrefundable. From time to time, we may change the price of any Service. Any increase in charges will not apply until the expiration of your then-current billing cycle. Certain consulting services, support, or other assistance are not included in subscription fees, and will be billed at a separate rate.

Third-Party Integration and Content

We may make available (for example, through the DonorPerfect Integrations and Partners Marketplace or otherwise) third party products or services through hyperlinks or otherwise. Any use by you of such third-party products or services is solely between you and the applicable third-party provider. We do not warrant or support third-party applications, products, or services. If you install or enable a third-party application for use with any of our Services, you grant us permission to allow the provider of that application to access your data. We are not responsible for any disclosure, modification, or deletion of your data resulting from any third-party application. We or third parties may disable integrated applications at any time without prior notice to you.

Certain portions of the Services may contain unedited or third party content. All third-party postings, messages, text, images, links, or other materials published or otherwise made available by third parties through the Services are the sole responsibility of those third parties. SofterWare has no obligation to monitor, does not control and does not investigate or validate such third-party content, but reserves the right at all times to remove it. SofterWare makes no representations or warranties regarding third-party content and is not responsible or liable in any manner for it.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. SOFTERWARE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOFTERWARE MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM SOFTERWARE, ITS EMPLOYEES, OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL SOFTERWARE OR ITS LICENSORS, SERVICE PROVIDERS, AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES, OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS, LOSS OF PROGRAMS, OR OTHER LOSSES, COSTS, OR DAMAGES SUFFERED OR INCURRED AS A RESULT OF THE USE OF OR INABILITY TO USE THE SERVICES, OR SUFFERED OR INCURRED AS A RESULT OF FAULTS, INTERRUPTIONS, OR DELAYS IN THE USE OF THE SERVICES OR ANY COMPONENT OF THE SERVICES, OR OUT OF ANY INACCURACIES, ERRORS, OR OMISSIONS IN THE CONTENT OF THE SERVICES, OR ANY OTHER INFORMATION IN THE SERVICES, REGARDLESS OF HOW SUCH FAULTS, INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS, OR OMISSIONS ARISE, EVEN IF FORESEEABLE AND EVEN IF WE HAVE BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL SOFTERWARE BE LIABLE FOR ANY LOSSES OR DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNT PAID BY YOU FOR THE SERVICES WITHIN THE PAST 12 MONTHS.

Arbitration

Any controversy or claim arising out of or relating to the Terms or Services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, or for any non-United States of America based organizations, the Association for International Arbitration. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in the State of Pennsylvania, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, SofterWare may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the Services or these Terms must be filed within one (1) year after such cause of action arises.

Modification to Terms

We may modify and/or change the Terms at any time and without prior notice to you. If SofterWare modifies these Terms, it will post the updated Terms on online, email to you, or otherwise provide them to you in accordance with applicable law. By continuing to use the Services after SofterWare has posted a modification of these Terms, you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to discontinue using the Services.

Suspension and Termination

We may suspend or terminate your account, and the associated use of any and all Services for cause including without limitation your breach or default of any obligation set forth in these Terms, the Privacy Policy, or any other agreement you have with us, or due to your breach of applicable law, without advance notice. In all other circumstances, either party may terminate within thirty (30) days of receipt of written notice of termination. Termination of the user account will include denial of access to all Services, deletion of information in your user account such as your email address and password, and deletion of all data in your user account, although we reserve the right to maintain archival data for the purposes set forth in these Terms. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Services with or without notice to you. You agree that SofterWare will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension, or discontinuance of any of the Services or of your account for any reason.

Severability

If any provision of these Terms, or the application thereof, is found invalid or unenforceable, that provision will be amended to achieve as nearly as possible the intended effect of the original provision and the remainder of these Terms will remain in full force.

Governing Law

These Terms shall be governed by and construed in accordance with the internal laws of the State of Pennsylvania without giving effect to any choice or conflict of law provision or rule.

Contact

If you have any questions or concerns regarding these Terms, you can contact us at:

Email: legal@softerware.com

Phone: +1 (215) 628-0400

Updated 2020-12-21