Terms and Conditions

These Terms of Service are effective February 1, 2021

Please read these terms of service and our Privacy Policy (together, these “Terms”) carefully as they form a contract between you, the customer, SimplyFundraisingCRM, and The Biedermann Group, Inc.  These terms govern use of and access to the Service(s) and Websites by you, the Customer, your Affiliates, Users and End-Users. In the event of a conflict between these terms of service and our Privacy Policy, these terms of service shall prevail.

By accessing or using the Service(s) or Websites, or authorizing or permitting any User or End-User to access or use the Service(s) or Websites, the Customer agrees to be bound by these Terms. If the Customer is entering into these Terms on behalf of a nonprofit organization, company, or another legal entity (an “Entity”), Customer agrees to these Terms for that Entity and representing to SimplyFundraisingCRM that Customer has the authority to bind such Entity and its Affiliates to these Terms, in which case the terms, “Customer” shall refer to such Entity and its Affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not access or use the Service(s) or Websites.

You and all Customers, as an individual, must be 18 years or older to access or use the Websites and the Service(s).

Customer and SimplyFundraisingCRM are individually referred to as a “Party” and collectively as “Parties”.

The Parties agree as follows:

  1. Responsibilities of SimplyFundraisingCRM

SimplyFundraisingCRM will

  • (a) make the Service(s) available to Customer pursuant to the applicable Statement of Work/Quotation (or online registration through the Website(s)
  • (b) use commercially reasonable efforts to make the Service(s) available in accordance with its service levels,
  • (c) provide the Service(s) in accordance with laws and government regulations applicable to locations where SimplyFundraisingCRM hosts the Service(s).

Subject to the Customer’s compliance with the Terms and solely during the Subscription Term (and any renewals thereof in accordance with Section 8.1 of the Terms), SimplyFundraisingCRM grants to the Customer a limited, non-exclusive, non-transferrable, and revocable right to access and use the Service(s) for its internal business purposes, including the right to download, install and use any subsequent services made available to the Customer.

  1. Responsibilities of the Customer

2.1 Customer Account:

The Customer shall be solely responsible for the confidentiality of Service Data and login information. Notwithstanding SimplyFundraisingCRM’s obligations under Section 9 of the Terms, the Customer shall be responsible for use of the Service(s) through Customer’s Account by any third party. The Customer shall use best efforts to prevent unauthorized access to, or use of, the Service(s), and notify SimplyFundraisingCRM promptly of any such unauthorized access or use of which Customer becomes aware. SimplyFundraisingCRM and its Affiliates shall not be liable for any damage or loss that may result from Customer’s failure to protect Customer’s login information.

2.2 Use of the Service(s): 

The Customer agrees not to (i) use the Service(s) To Process data on behalf of any third party other than Customer’s Users and End-Users; (ii) use the Service(s) to send unsolicited communications, junk mail, spam, or other forms of duplicative or unsolicited messages; (iii) use the Service(s) in any unlawful manner, including but not limited to violation of any person’s privacy rights; (iv) use the Service(s) to store or transmit any content that infringes upon any person’s intellectual property rights; (v) use the Service(s) in any manner that interferes with or disrupts the integrity or performance of the Service(s) and its components; (vi) use the Service(s) to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; and (vii) use the Service(s) to post, transmit, upload, link to, send or store any viruses, malware, or any other similar harmful software (“Malicious Software”).

2.3 General Restrictions:

The Customer shall not (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service(s) available to any third party, other than Users and End-Users in furtherance of its internal business purposes as expressly permitted by the Terms; (ii) modify, adapt, or hack the Service(s) or otherwise attempt to gain or gain unauthorized access to the Service(s) or related systems or networks; (iii) attempt to decipher, decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any Software making up the Service(s); (iv) allow any Competitor of SimplyFundraisingCRM access to the services, or (v) try to use, or use, the Service(s) in violation of the Terms.

I.E., in plain English, please do not use the software that can harm our intellectual property and hard work.  If you are affiliated with a competitor, such as DonorPerfect, Blackbaud, Bloomerang, Kindful, NetworkforGood, NeonCRM, SalesForce, Virtuous, Exceed!, Elio, Matchmaker Pro, Little Green Light, or any other fundraising CRM, just contact SimplyFundraisingCRM’s Founder, Jon Biedermann, for a personal discussion and walkthrough.

Without limiting the foregoing, the Customer is solely responsible for ensuring that the Customer’s use of the Service(s) is compliant with all applicable laws and regulations.

 

2.4 Security Responsibilities: 

The Customer shall be responsible for maintaining the security of access to Customer’s Account (“Security Access”).  Any loss of data or attempted or actual access or use of the Service(s) resulting from a breach of Security Access shall be the sole responsibility of the Customer.

 

3.Access to Service(s)

3.1. Agents:

Access and use of the Service(s) is restricted to the specified number of individual agents/Users (i) permitted under the applicable Statement of Work or (ii) registered for use via the online registration through the Website(s).

3.2 Planned Maintenance Downtime and Force Majeure Events: 

The Customer may not be able to access or use the Service(s) (a) during planned downtime for upgrades and maintenance to the Service(s) (of which SimplyFundraisingCRM will use commercially reasonable efforts to notify Customer in advance through the Service(s)), or (b) during any unavailability caused by circumstances beyond SimplyFundraisingCRM’s reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond SimplyFundraisingCRM’s reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third parties, including, without limitation, distributed denial of service attacks (“Force Majeure Event”).

The Customer acknowledges that in the event of Force Majeure Event, SimplyFundraisingCRM shall be relieved from its obligations (or part thereof) as long as the Force Majeure Event hinders the performance of said obligations (or part thereof). SimplyFundraisingCRM will make reasonable efforts to mitigate the effects of the Force Majeure Event.

 

  1. Changes to the Service(s)

SimplyFundraisingCRM may update the Service(s) from time to time and Customer may receive notifications of such upgrades, enhancements, or updates (“Updates”). Any new or modified features added to, augmenting, or otherwise modifying the Service(s) or other Updates, modifications or enhancements to the Service(s) are also subject to the Terms and SimplyFundraisingCRM reserves the right to deploy Updates at any time.

The Customer agrees that its purchase of the Service(s) is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by SimplyFundraisingCRM with respect to future functionality or features.

 

5.Ownership of Intellectual Property

5.1 Ownership:

All rights, title, and interest in and to (i) Documentation; (ii) Software and SimplyFundraisingCRM’s API; and (iii) all of SimplyFundraisingCRM’s patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights in or related to the Service(s), including the Website(s), and any part of the Service(s) (collectively, “Intellectual Property Rights”) or any derivatives thereto shall belong to and remain exclusively with SimplyFundraisingCRM. SimplyFundraisingCRM is the owner or the licensee of all Intellectual Property Rights in the Website(s), and the content or material published on the Website(s).

You retain ownership of the data you provide in connection with the Services, except that you grant SimplyFundraisingCRM 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”). SimplyFundraisingCRM may also share non identifiable transaction data from the use of the Services.  All rights, title, and interest in Aggregate Data or non identifiable transaction data shall be owned exclusively by SimplyFundraisingCRM for its unrestricted use.

 

 

  1. Other Services

Certain other services such as third-party Apps may be made available to the Customer through a Market Place or other forums (“Third-Party Services”). These Third-Party Services are developed for their integration with the Service(s) and are governed by their own terms and privacy policies. By enabling the Third-Party Services, Customer understands and agrees that SimplyFundraisingCRM is not responsible for supporting these Third-Party services, and is neither responsible for Customer’s use of these Third-Party Services, nor does it provide any warranties whatsoever for these Third-Party Services.

SimplyFundraisingCRM is also not liable for any damage or loss caused or alleged to be caused by or in connection with the Customer’s enablement, access or use of any such Third-Party Services, or Customer’s reliance on the privacy practices, data security processes or other policies of such Third-Party Services.

6.1 Google API Services to enable automatic Login to SimplyFundraisingCRM

SimplyFundraisingCRM’s use and transfer to any other app of information received from Google Accounts will adhere to Google API Services User Data Policy, including the Limited Use requirements.

 

  1. Billing, Plan Modifications and Payment

7.1 Charges:

All charges associated with Customer’s Account (“Subscription Charges”) are set forth in the applicable Statement of Work or on the Website(s) and due in full and payable in advance upon Customer’s receipt of SimplyFundraisingCRM’s invoice in accordance with Section 7.2.

Payment obligations are non-cancelable, and except as expressly permitted in the Statement of Work or Terms, fees paid are non-refundable.

7.2 Payment methods:

The Customer shall pay the Subscription Charges through an accepted payment method as specified in the applicable Statement of Work or on the Website(s).

7.3 Renewal:

Customer’s subscription to the Service(s) will renew automatically for a Subscription Term in accordance with the renewal terms and conditions set forth in Section 8.1.

7.4 Late Payments/Non-payment of Subscription Charges:

If the Subscription Charges are more than thirty (30) days overdue, then, following a notification of suspension, SimplyFundraisingCRM may suspend Customer’s access to the Service(s), including, without limitation, Customer’s Account, until such unpaid Subscription Charges are paid in full. Customer further acknowledges that SimplyFundraisingCRM is not required to serve notices for late payments of Subscription Charges.

7.5 Upgrades:

Subject to the Terms, the Customer may upgrade their Account at any time during the Subscription Term (or any renewals thereof in accordance with Section 8.1) via an executed Statement of Work or through the Website(s). When Customer upgrades its Account, the new Subscription Charges become immediately applicable and the new Subscription Charges for the subsisting month may be charged on a pro-rated basis.

7.6 Applicable Taxes:

Except as set forth in the applicable Statement of Work or on the Website(s), the Subscription Charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Customer agrees to pay applicable direct or indirect Taxes associated with its purchases hereunder.  If Customer has an obligation to withhold any amounts under any law or tax regime (other than U.S. income tax law), Customer shall gross up the payments so that the SimplyFundraisingCRM receives the amount actually quoted and invoiced.  If the SimplyFundraisingCRM has the legal obligation to pay or collect Taxes for which Customer is responsible for this section, the appropriate amount shall be invoiced and paid by the Customer, unless the Customer provides SimplyFundraisingCRM with a valid tax exemption certificate authorized by the appropriate taxing authority.

  1. Term, Termination, and Suspension

8.1 Term:

These Terms shall be deemed effective for Customers the date of sign up and shall continue through the Subscription Term. Service Plans commence on the start date specified in the relevant Statement of Work (or for online Customers the date of sign up) and continue for the Subscription Term specified therein.

Unless a Party gives written notice of non-renewal at least sixty (60) days prior to the expiration of the relevant Subscription Term, Service Plans will automatically renew for a period equal to the previous Subscription Term and such renewal plan shall be at the then current subscription rates. SimplyFundraisingCRM reserves the right to increase the subscription fees on an annual basis at the beginning of each Subscription Term.

8.2 Suspension:

SimplyFundraisingCRM may suspend Customer’s access to the Service(s), including, without limitation, Customer’s Account, on the following grounds: (i) late payment/non-payment of Subscription Charges; (ii) non-renewal of the Service(s) by Customer; or (iii) breach of the Terms. SimplyFundraisingCRM shall notify the Customer of any such suspension. The Customer must remedy such violations prior to SimplyFundraisingCRM restoring full access to and use of the Service(s). Such suspension will in no way affect Customer’s other obligations under the Terms.

8.3 Termination:

SimplyFundraisingCRM reserves the right to terminate these Terms and any Service(s) hereunder in addition to suspension, if; (i) a breach by Customer remains uncured for more than ten (10) days from the breach; or (ii) if SimplyFundraisingCRM believes that Customer’s breach of the Terms cannot be cured. Upon such termination, Customer must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term. Either Party may terminate these Terms by written notice to the other Party in the event that (i) such other Party materially breaches the Terms and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

8.4 Download of Customers Data:

Upon any termination, Customer may always use the Service’s existing tools to download their data.  Should the Customer request SImplyFundraisingCRM to download the data on the Customer’s behalf, a charge of 3 month’s subscription service or $300 (USD), whichever is more, will be levied against the Customer.

8.5 Free Trial Customers:

Upon the expiration of Customer’s free trial, SimplyFundraisingCRM may immediately suspend Customer’s access to the Service(s), including, without limitation, Customer’s Account. The Customer must export Service Data before the end of the free trial or Service Data may be permanently lost. SimplyFundraisingCRM shall have no obligation to maintain, store or otherwise retain Service Data beyond the end of the free trial period.

 

  1. Confidentiality

9.1 User Identification codes and/or passwords:

If Customer chooses, or Customer is provided with, a user identification code, password, or any other piece of information as part of SimplyFundraisingCRM’s security procedures, Customer must treat such information as confidential. The Customer must not disclose it to any third party. SimplyFundraisingCRM has the right to disable any user identification code/user login or password, whether chosen by Customer or allocated by SimplyFundraisingCRM, at any time, if in SimplyFundraisingCRM’s reasonable opinion, Customer has failed to comply with any of the provisions of these Terms.

9.2 Confidentiality obligations:

Each of the Parties will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as each of the Parties protects its own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to the Terms, each of the Parties may use the other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under the Terms and shall disclose such Confidential Information solely to those of its respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound in writing to maintain the confidentiality of, and not misuse, such Confidential Information; provided, however, that SimplyFundraisingCRM may use feedback and Customer (or Customer’s End-Users) data to provide Customer reports on Customer’s usage/implementation of the Service(s), or for SimplyFundraisingCRM’s product development.

9.3 Data Security: SimplyFundraisingCRM will use appropriate technical and organizational measures to protect the Service Data. SimplyFundraisingCRM’s measures are designed to provide a level of security appropriate to the risk of Processing the Service Data. Customer understands that SimplyFundraisingCRM and its Affiliates shall process Service Data in accordance with Applicable Data Protection Law(s) and in accordance with its Privacy Policy which is incorporated into the Terms by reference.

 

 

10.Disclaimer of Warranties

SIMPLYFUNDRAISINGCRM WARRANTS THAT THE SERVICE(S) WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. THE THIRD-PARTY SERVICE(S), ALL SERVER, NETWORK COMPONENTS, APPS, APIs, AND DATA MIGRATION ARE PROVIDED “AS IS”. EXCEPT AS SET FORTH HEREIN, ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ALL LIMITED WARRANTIES SUCH AS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS, FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED.

CUSTOMER ACKNOWLEDGES THAT SIMPLYFUNDRAISINGCRM DOES NOT WARRANT THAT THE ACCESS TO THE SERVICE(S), WHICH IS PROVIDED OVER INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND SIMPLYFUNDRAISINGCRM CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.

 

  1. Limitation of Liability

SUBJECT TO APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE IN THE TERMS, IN NO EVENT WILL SIMPLYFUNDRAISINGCRM BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DOWNTIME COSTS, LOSS OF DATA, RESTORATION COSTS, OR LOST PROFITS) REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY.

SIMPLYFUNDRAISINGCRM’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICE(S), WILL NOT EXCEED AN AMOUNT EQUAL TO THE SUBSCRIPTION CHARGES PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE CUSTOMER FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

 

  1. Indemnification

12.1 Indemnification By SimplyFundraisingCRM:

Subject to Customer’s compliance with the Terms, SimplyFundraisingCRM will indemnify Customer, from any claim brought against Customer by a third-party alleging that Customer’s use of the Service(s) as contemplated hereunder infringes such third-party’s registered patent, copyright, or trademark (an “Intellectual Property Claim”). SimplyFundraisingCRM shall, at its expense, defend such Intellectual Property Claim and pay damages finally awarded against Customer in connection therewith, including the reasonable attorney’s fees, provided that Customer (a) promptly notifies SimplyFundraisingCRM of the threat or notice of such Intellectual Property Claim; (b) gives SimplyFundraisingCRM sole control of the defense and settlement of the Claim; and (c) fully cooperates with SimplyFundraisingCRM in connection therewith.

SimplyFundraisingCRM’s indemnification obligation shall be offset to the extent its ability to defend or settle a claim is jeopardized by Customer’s failure to comply with the preceding sentence. SimplyFundraisingCRM will have no liability or obligation with respect to any Intellectual Property Claim if such claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by Customer; (ii) modification of the Service(s) by anyone other than SimplyFundraisingCRM; (iii) suits arising from Customer’s competitors; or (iv) the combination, operation or use of the Service(s) with other hardware or software where the Service(s) would not by themselves be infringing.

After an Intellectual Property Claim has been settled or adjudicated and there are no further appeals, SimplyFundraisingCRM may at its own option and expense (a) procure for Customer the right to continue using the Service(s) as set forth hereunder; (b) replace or modify the Service(s) to make it non-infringing; or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by SimplyFundraisingCRM, terminate Customer’s subscription to the Service(s) and repay Customer, on a pro-rated basis, any Subscription Charges Customer has previously paid SimplyFundraisingCRM for the corresponding unused portion.

The sections above state SimplyFundraisingCRM’s entire liability and Customer’s exclusive remedy with respect to an Intellectual Property Claim.

 

12.2 Indemnification by Customer: Customer will indemnify and hold SimplyFundraisingCRM and SimplyFundraisingCRM’s Affiliates harmless against any claim brought by a third party against SimplyFundraisingCRM, and its respective employees, officers, directors, and agents arising from or related to use of the Service(s) by Customer in breach of the Terms.

 

  1. Miscellaneous:

13.1 Use of 3rd Parties for Payment Processing:

SimplyFundraisingCRM may use a third party service SimplyFundraisingCRM to manage payment processing; provided, that such service SimplyFundraisingCRM is not permitted to store, retain, or use Customer’s payment account information except to process Customer’s payment information for SimplyFundraisingCRM. The Customer must notify SimplyFundraisingCRM of any change in Customer’s payment account information, either by updating Customer’s Account or by e-mailing SimplyFundraisingCRM at support@simplyfundraisingcrm.com

13.2 Assignment: 

Customer shall not assign these Terms or any of its rights or delegate any of its duties under the Terms without the prior written consent of SimplyFundraisingCRM. Subject to the foregoing, these Terms will be binding upon, enforceable by, and inure to the benefit of the Parties and their respective successors and assigns. Any attempted assignment in violation of this section shall be null and void.

13.3 Entirety:

These Terms, together with any Statement of Work and Supplemental Terms, constitutes the entire agreement and supersedes any and all prior agreements between Customer and SimplyFundraisingCRM regarding the subject matter hereof. In the event of a conflict between any Statement of Work or purchase order and these Terms, these Terms shall prevail.

SimplyFundraisingCRM may amend these Terms from time to time, in which case the new Terms will supersede previous versions. Customer is to read these Terms carefully before Customer starts to use SimplyFundraisingCRM’s Service(s) or Websites, as these will apply to Customer’s use of the Service(s) and Our Websites.

Customer is to check these Terms from time to time to take notice of any changes SimplyFundraisingCRM makes, as they will be binding on Customer. SimplyFundraisingCRM will notify Customer not less than seven (7) days prior to the effective date of any major amendments to these terms of service and Customer’s continued use of the Service(s) following the effective date of any such amendment may be relied upon by SimplyFundraisingCRM as Customer’s acceptance of any such amendment.

With respect to amendments only to the Supplemental Terms, SimplyFundraisingCRM will notify Customer as aforementioned only if the Supplemental Terms are applicable to Customer. SimplyFundraisingCRM’s failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of the Terms. 

13.4 Severability:

If any provision in the Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of the Terms shall remain in effect.

13.5 No Waiver:

SimplyFundraisingCRM’s non-exercise of any right under or any provision of the Terms, does not constitute a waiver of that right or provision of the Terms.

13.6 Export Compliance and Use Restrictions:

The Service(s) and other Software or components of the Service(s) which SimplyFundraisingCRM may provide or make available to Customer or Users may be subject to U.S. (or other territories) export control and economic sanctions laws, rules and regulations, including without limitation the regulations promulgated by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (collectively, “Export Control Laws”). Customer agrees to comply with all the Export Control Laws as they relate to access to and use of the Service(s), Software, and such other components by Customer and Users. Customer shall not access or use the Service(s) if Customer is located in any jurisdiction in which the provision of the Service(s), Software or other components is prohibited under U.S. or other applicable laws or regulations, including, without limitation, a country or territory that is subject to comprehensive U.S. trade sanctions (including Crimea, Cuba, Iran, North Korea, and Syria) (a “Prohibited Jurisdiction”) and Customer shall not provide access to the Service(s) to any government, entity or individual located in any Prohibited Jurisdiction. Customer represents, warrants and covenants that (i) Customer is not named on, or owned or controlled by any party named on any U.S. government (or other government) list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person,  (ii) Customer is not a national of, located in, or a company registered in, any Prohibited Jurisdiction, (iii) Customer shall not permit Users to access or use the Service(s) in violation of any Export Control Laws, (iv) no Service Data created or submitted by Customer is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws, and (v) Customer shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which Customer and Customer’s Users are located.

Customer further agrees that Customer will not use the Service(s) to disclose, transfer, download, export or re-export, directly or indirectly, any Service Data to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other laws or regulations to which Customer may be subject. Customer acknowledges that the Service(s) and other Software may not be available in all jurisdictions and that Customer is solely responsible for complying with the Export Control Laws.

13.8 Federal Government End Use Restrictions:

If Customer is a U.S. federal government department or agency or contracting on behalf of such department or agency, this Service(s) is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Service(s) is licensed to Customer with only those rights as provided under the Terms.

13.9 Relationship of the Parties:

The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.

13.10 Survival: 

Sections 2 (Responsibilities of Customer), 5 (Ownership of IPR), 7 (Billing, Plan Modifications and Payment), 8 (Term, Termination and Suspension), 9 (Confidentiality), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 13.10 (Survival), this section, 13.11 (Notices), 13.12 (Consent to Electronic Communication), 13.14 (Governing Law) and 13.15 Dispute Resolution) shall survive any termination of the Terms. Termination of such agreement shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of the Terms.

13.11 Notices:

All notices to be provided by SimplyFundraisingCRM to Customer under the Terms may be delivered in writing by (i) nationally recognized overnight delivery service (“Courier”) or US mail to the contact mailing address provided by Customer on any while subscribing to the Service(s); or (ii) electronic mail to the e-mail address provided for Customer’s Account

. SimplyFundraisingCRM’s address for a notice to SimplyFundraisingCRM in writing by Courier or US Mail is: SimplyFundraisingCRM, 186 Ash Way, Doylestown, PA, 18901, USA,  with a copy to legal@simplyfundraisingcrm.com by electronic mail.

13.12 Consent to Electronic Communication:

All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, five (7) business days after being deposited in the mail or with a Courier as permitted above.

13.13 Anti-Corruption: Customer agrees that neither Customer, nor any of Customer’s respective officers, employees, agents, representatives, contractors, intermediaries or any other person or entity acting on Customer’s behalf, has taken, been offered, or will take any action, directly or indirectly, in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruption or anti-bribery laws, in connection with the Terms and the Service(s) provided hereunder, including without limitation any illegal or improper bribe, kickback, payment, gift, or thing of value from any of SimplyFundraisingCRM’s employees or agents. If Customer learns of any violation of the above restriction, Customer will use reasonable efforts to promptly notify SimplyFundraisingCRM at legal@freshworks.com.

13.14. Governing Law:

The Terms shall be governed by the laws of the State of Pennsylvania without regard to conflict of laws principles. Customer hereby expressly agrees to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Pennsylvania, Philadelphia County for any claims or dispute relating to the Terms or Customer’s access to or use of the Service(s).

13.15 Dispute Resolution:

Any dispute, claim or controversy arising out of or relating to the Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of the Terms to arbitrate, shall be determined by arbitration in Philadelphia, Pennsylvania. The arbitration shall be administered by The American Arbitration Association pursuant to its arbitration rules and procedures. Judgment on any award may be entered in any court having jurisdiction. This section shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

 

END OF TERMS