Terms of Service

These Terms of Service ("Agreement") govern your access to and use of DonorElevate.com and related services (collectively, the "Services") provided by DonorElevate, Inc. ("DonorElevate," "we," "us," or "our"). By accessing or using the Services, you agree to be bound by these Terms.

1. Acceptance of Terms

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

2. Description of Services

DonorElevate and related platforms provide donor engagement and communication tools for athletic programs, non-profits, and other organizations. Our Services include, but are not limited to, donor profile management, communication tools, analytics, campaign management features, and other functionality described on our websites or in separate agreements.

3. Account Registration and Security

To access certain features of the Services, you may be required to register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding your password and for all activities that occur under your account.

4. Subscription and Payments

4.1. Subscription Plans. Access to certain features of the Services may require a paid subscription. Details of subscription plans, including pricing and features, will be provided during the registration process or in a separate order form or agreement.

4.2. Payment Terms. All payments are processed securely through our payment processors. By subscribing to our Services, you agree to pay all fees associated with your subscription plan. Unless otherwise specified in a separate agreement, payments are due in advance and will be billed automatically at the start of each subscription period.

4.3. Refunds. Subscription fees are non-refundable except as required by law or as explicitly stated in these Terms or in a separate agreement.

4.4. Price Changes. We reserve the right to modify our pricing at any time. If we change the pricing for your subscription, we will provide notice at least 30 days before the change takes effect. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the modified price.

5. Data Privacy and Security

5.1. Privacy Policy. Your privacy is important to us. Our Privacy Policy explains how we collect, use, and protect your personal information. By using our Services, you consent to the collection and use of your information as described in our Privacy Policy.

5.2. Data Security. We implement reasonable security measures to protect your data. However, no method of transmission over the Internet or electronic storage is 100% secure. We cannot guarantee absolute security of your data.

5.3. Customer Data. You retain all rights, title, and interest in and to the data you submit to the Services ("Customer Data"). You grant us a non-exclusive, worldwide, royalty-free license to use, copy, transmit, store, and back-up your Customer Data for the purpose of providing the Services and as otherwise permitted by these Terms.

5.4. Data Processing. To the extent that we process any personal data on your behalf when performing our obligations under this Agreement, we will process such personal data in accordance with applicable data protection laws and our Data Processing Addendum, if applicable.

6. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:

• In any way that violates any applicable federal, state, local, or international law or regulation
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation
• To impersonate or attempt to impersonate DonorElevate, a DonorElevate employee, another user, or any other person or entity
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services

7. Intellectual Property Rights

7.1. DonorElevate IP. The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by DonorElevate, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

7.2. License to Use. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Services for your internal business purposes.

7.3. Feedback. If you provide us with any feedback or suggestions regarding the Services ("Feedback"), you hereby assign to us all rights in such Feedback and agree that we shall have the right to use and fully exploit such Feedback in any manner we deem appropriate.

8. Termination

8.1. Termination by DonorElevate. We may terminate or suspend your account and access to the Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms. Upon termination, your right to use the Services will immediately cease.

8.2. Termination by You. You may terminate your subscription at any time by following the instructions in your account settings or by contacting us. If you terminate your subscription, you will continue to have access to the Services until the end of your current subscription period.

8.3. Effect of Termination. Upon termination of your subscription for any reason: (a) you will remain liable for all amounts due under your subscription up to and including the date of termination; (b) all payment obligations will become due immediately; (c) your access to the Services will cease; and (d) we may delete your Customer Data after a reasonable period, typically 30 days, unless otherwise required by law or specified in a separate agreement.

9. Service Level Agreement

9.1. Service Availability. We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which we will give advance notice); and (b) any unavailability caused by circumstances beyond our reasonable control, including but not limited to acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or denial of service attacks.

9.2. Support Services. We will provide support services in accordance with our standard support policy or as specified in a separate agreement.

10. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. DONORELEVATE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. DONORELEVATE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

11. Limitation of Liability

11.1. Exclusion of Certain Damages. IN NO EVENT WILL DONORELEVATE, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

11.2. Cap on Liability. IN NO EVENT WILL DONORELEVATE'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS, DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

11.3. Essential Purpose. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DONORELEVATE AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

12. Indemnification

You agree to defend, indemnify, and hold harmless DonorElevate, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your Customer Data, any use of the Services' content, services, and products other than as expressly authorized in these Terms.

13. Governing Law and Dispute Resolution

13.1. Governing Law. These Terms and your use of the Services shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any choice or conflict of law provision or rule.

13.2. Dispute Resolution. Any legal action or proceeding relating to these Terms or your access to or use of the Services shall be instituted exclusively in the federal or state courts located in Ohio. You and DonorElevate agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

13.3. Arbitration. At our sole discretion, we may require you to submit any disputes arising from these Terms or your use of the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association.

14. Confidentiality

14.1. Definition. "Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes your Customer Data; our Confidential Information includes the Services; and Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.

14.2. Protection. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective than those herein.

15. Changes to Terms

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. We will provide notice of material changes to these Terms by posting a notice on our website or sending you an email.

16. Force Majeure

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control, including but not limited to acts of God, fire, flood, natural disaster, epidemic, pandemic, power failure, internet service provider failures or delays, denial of service attacks, or acts of terrorism.

17. Severability

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

18. Entire Agreement

These Terms, our Privacy Policy, and any separate agreements you may have with us constitute the sole and entire agreement between you and DonorElevate regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

19. Contact Information

If you have any questions about these Terms, please contact us at:
legal@donorelevate.com