Date of Last Revision: September 29, 2013
YOUR ACCEPTANCE OF THESE TERMS CONSTITUTES YOUR ELECTRONIC SIGNATURE AND SIGNIFIES YOUR LEGALLY BINDING AGREEMENT TO BE BOUND BY EACH AND EVERY TERM AND CONDITION OF THIS AGREEMENT (“AGREEMENT”); YOU AGREE THAT YOUR USAGE OF EACH AND EVERY TOOL AND SERVICE WE PROVIDE WILL BE IN STRICT ACCORDANCE TO EACH AND EVERY TERM AND CONDITION OF THIS AGREEMENT. ANY USAGE OF ANY TOOL AND/OR SERVICE THAT IS PROVIDED TO YOU BY OUR COMPANY IS ALSO YOUR EXPRESS INDICATION THAT YOU AGREE TO BE BOUND BY EACH AND EVERY TERM AND CONDITION OF THIS AGREEMENT.
YOU EXPRESSLY STATE THROUGH YOUR ACCEPTANCE OF THIS AGREEMENT BY EITHER OF THE METHODS OF ACCEPTANCE OUTLINED ABOVE, OR BOTH, THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING CONTRACT AND THAT YOU HAVE NO PRESENT LEGAL REASON THAT YOU LACK THE ABILITY TO ENTER INTO A BINDING CONTRACT FOR ANY REASON OR LEGAL THEORY. IF YOU REPRESENT AN ENTITY, YOU WARRANT THAT YOU HAVE THE FULL AND UNLIMITED ABILITY TO LEGALLY BIND THE ENTITY YOU REPRESENT AND THAT YOU CAN AND DO BIND THAT LEGAL ENTITY TO EACH AND EVERY TERM AND CONDITION OF THIS AGREEMENT. YOU MAY NOT USE ANY TOOL OR SERVICE THAT IS PROVIDED TO YOU UNLESS YOU HAVE FULL LEGAL AUTHORITY TO EXECUTE THIS AGREEMENT ON BEHALF OF YOURSELF, OR IF YOU REPRESENT AN ENTITY, ON BEHALF OF THAT ENTITY.
PLEASE READ THIS LEGALLY BINDING AGREEMENT CAREFULLY. IF NECESSARY, CONSULT WITH YOUR ATTORNEY PRIOR TO MARKING “I ACCEPT” AND PRIOR TO USING ANY TOOL OR SERVICE THAT IS PROVIDED.
This website, and the tools and services provided hereto, are provided within the United States of America by Mejenta Systems, Incorporated, a Michigan-based company (“Company”/“Us”).
- General Terms
- Account Security
- Licenses and Intellectual Property Rights
- User Generated Content
- Confidential Information
- Changes and Modifications to the Service and Website
- Legal Terms
- JURISDICTION, ARBITRATION AND MISCELLANEOUS TERMS
NPO Synergy is an online donor management system designed for not-for-profit organizations. Subscribers may select to use our Free Edition or our Standard Edition. Our Editions will allow organizations to input useful data, such as information regarding donors, volunteers, board members, and staff. Through our system, you will be able to track fundraising, send group e-mail, allocate and track tasks issued to staff, and generate reports.
The Free Edition is provided with certain limitations. We may alter the nature of the limitations at any time with no prior notice to you. The Standard Edition is fully featured and is offered under a monthly subscription plan. We have published user policies and guidelines that are hereby incorporated by reference as if fully set forth herein.
All financial transactions shall be conducted in United States dollars, only.
All subscriptions run on a month-to-month basis starting on the date of enrollment as a user. CANCELLATIONS: Since users will pay for subscriptions to the Standard Edition on a monthly basis, users will be billed for the full month of any month where service has been provided and may continue to use the service until the month has concluded. Should a user have subscribed to the paid for service under a “Special Offer” which required prepayment for services of more than a month, cancellation shall take place at the end of the agreed to service period. No refunds are provided for any user cancellation. Any request to cancel a subscription must be received before payment is due to be processed for the next payment period. Once a regularly scheduled payment has been made, a user cancellation will cancel the next regularly scheduled payment only. Accordingly, if you wish to cancel your subscription, you must contact us at least five (5) business days before the next scheduled automatic subscription payment date.
We currently offer a “Free Trial” of the Standard Edition. This does not convert to automatic billing at the end of the “Free Trial” period. Rather, once the “Free Trial” period ends, the user must elect to engage the paid for version of the Standard Edition and begin paying for usage of the Standard Edition or access to the Standard Edition will cease. If a user enters into a “Free Trial” period of the Standard Edition and fails to engage the paid for service at the end of the “Free Trial” period, the user will have to switch to the Free Edition in order to access any of the tools and services that we provide for free.
A. During the registration process you will be required to provide us with various identifying information as well as contact information. You agree to provide us with wholly complete and accurate information only. You also agree to update your information so that it remains complete and accurate at all times.
B. You agree to use each tool and service that we provide only for lawful purposes and that you will refrain from the violation of any civil, criminal and regulatory law in any jurisdiction, not just the jurisdiction in which you operate from, as provided for herein.
C. You will refrain from using any tool or service we provide upon our request. You will refrain from using any tool or service that we provide until and unless we approve your usage in advance and you will cooperate with any review, investigation or questioning we have that we find, in our sole discretion, to be reasonable to ensure that we have properly investigated your intended or current use of our tools and services.
E. Some currently “free” services may become “paid-for services” in the future and/or we may offer additional “premium” services at certain fees. Should we make any such changes, you will be informed and you will have the ability to discontinue using our services should you wish to not pay for any services that we intend to offer on a “paid-for” or “premium” basis.
F. You will refrain from, including assisting any third party or entity, doing or attempting to do anything that would harm our business, data, software, hardware of our own company or belonging to any user. You will, accordingly, refrain from attempting to modify, circumvent, duplicate, disable, violate, or interfere with the security or integrity of any process, data, software, hardware, or aspect of our business, including our website, tools, services, domain name registration, or cause us any harm in any manner at all. You will not issue oral or written threats of any nature that are not issued as a demand letter by licensed legal counsel. Unless you are a recognized search engine, you will not spider our site. You may not scrape data to use for any purpose, other than if you are a recognized search engine. Accordingly, you may not “crawl,” “spider” or otherwise index or in any non-transitional manner store or cache data or information obtained from any part of our website or tools and services offered unless you are a recognized search engine. All recognized search engines must conduct their crawling only if done so in a manner that does not injure our website, content published on the website, and with complete and accurate contact information provided in the robot’s header. You agree to indemnify us from any losses caused by misfiring scripts or any other harm caused by your authorized crawling of your indexing robot. You may not violate the intellectual property rights of our company or those of any user through the use of any authorized crawl of our website.
G. You may not directly or indirectly decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code, software, scripts, business methods, patentable subject matter, or algorithms, or any intellectual property not published openly by us to the general public, or any tool or service that we provide. If you believe you are subject to and authorized to do so pursuant to any law of the United States or any individual state or territory in the United States, you will provide written notice of your intention to do so, and provide us with thirty (30) days written notice. You may not engage in any such action until we have reviewed your request and responded with specific authorization for the same. If we do not respond, you are not authorized to conduct any such activities. You agree to be bound by any reasonable limitations that are contained with our limited authorization.
H. When you are connected to third party websites and applications through our Service, you agree that we do not control the content of such sites and that we merely provide a passive conduit to such sites. You agree that we do not endorse these third party sites and that we are not responsible or liable for their availability, content, advertising, products or privacy policies from such sites or other third party resources of any nature that we refer you to. You agree that you have the sole responsibility to research all aspects of such third party sites prior to your use of such sites.
I. You will not use our Service, or any individual tool or service that we provide, in any way that violates any criminal, civil or regulatory law in any way, in any jurisdiction, including any intellectual property rights, right of privacy or publicity, or violate any civil, criminal or regulatory law of any nature, in any jurisdiction.
J. You understand and agree that we do not guarantee that our tools, services and website will be available or free from errata or corruption on a twenty-four (24) hour, seven (7) day a week basis, or with a 100% degree of service reliability. We may suffer service outages, in whole or in part, from time to time. We are not responsible for the security or non-corruption of any data that is owned by you. We do promise to keep any errata and/or downtime to a minimum. We are not responsible for any Act of God, insurrection, plague, civil unrest, revolution, incident of weather, strike, disruption, lack of Internet connectivity or other disruption in normal Internet services, denial of service attack, hacking, or any other act or event that is outside our control or otherwise caused by a third party.
K. We may post rules, guidelines, and policies on our website, collectively referred to herein as “Rules.” You understand and agree that such Rules are hereby incorporated by reference into this Agreement as if fully set forth herein and you will comply with such rules. Should we add to or otherwise alter or modify such Rules, the current version of such Rules are incorporated herein and you will comply with all such Rules without our having a requirement to modify the terms and conditions of this Agreement.
L. We are not responsible for the not-for-profit status as defined by the IRS regarding any charitable business that claims to be properly classified as not-for-profit under 501(3)C or any other federal or state law. You agree to properly research whether any “not-for-profit” company has lawful status as the same and whether or not your charitable contribution will generate a tax deduction for you or not. We are not responsible for any fraudulent activities of any third party company and have no duty to investigate any third party company for any reason, and you agree to hold us harmless and defend us from any claims arising from your financial or other contribution to any third party company.
You are solely responsible for the security of your account, user ID, and password. You agree to refrain from sharing your user ID and password with anyone. You agree to be the sole person or entity responsible for all usage of your account. You may never loan your account usage to any third person or entity. It is for your use alone. You will never use a third person’s account without our written permission. You will notify us immediately if any unauthorized use of your password or account or other breach of security has taken place. You are solely responsible for any harm that has taken place if you fail to promptly notify us of any actual or suspected security issues affecting your account.
A. All trademarks, service marks, and intellectual property, including copyrights, published in our service and elsewhere, are the sole intellectual property of their individual owners. You agree to refrain from any unauthorized usage of such intellectual property. You agree that authorization may take the form of a written authorization or license as issued to you by the respective owner.
B. We acknowledge that we have no claim of any nature in intellectual property that you own or solely control, including trademarks, service marks, copyrights or other aspects of intellectual property.
You are solely responsible for the content that you submit for use on or via our service, including any promotions or advertising content. You warrant and promise that such user-generated content will be wholly lawful in nature and will not be of a threatening, harmful, offensive, intolerant, defamatory, misleading, deceptive, obscene or indecent nature, and will not violate any civil, criminal or regulatory law of any nature in any jurisdiction nor violate the privacy rights of any individual or entity.
A. This Agreement shall remain in full force and effect while you use our Service. All terms and conditions that would reasonably survive the termination of this Agreement shall so survive.
B. You may terminate your use of this Service at any time, with or without notice to us, but you shall immediately stop using each and every tool and service that we provide at the time you elect to terminate this Agreement.
C. Should you terminate this Agreement, you must immediately follow any termination of Service instructions we have published on our website. You understand that closing your account with us may result in the irretrievable loss of your data and information related to your user account.
D. We may terminate your user account and your ability to access, duplicate or preserve data or use our tools and services at any time, without any notice or explanation to you, for any reason we deem in our sole discretion to be appropriate, without having any duty to provide any explanation or justification to you, which may include the destruction of any statistics, data or information (“user data”) otherwise reachable or used by you, without any compensation of any nature provided to you regarding any such loss. You agree to hold us harmless from any damages relating to such destruction of such user data.
A. We reserve the right to modify, change or replace any of the conditions and terms of this Agreement with no prior notice to you. Your continued use of any tool or service that we provide is your express indication to us that you agree to be bound by each term and condition of any subsequent version of this Agreement. While we may provide you with notice of a new version of this Agreement, by either email or by posting a notice on our website, we have no duty to do so. Consequently, you agree to read this Agreement at least on a weekly basis. We shall post a notice at the top of this Agreement to disclose if the Agreement is a new edition.
B. If you do not wish to agree to the terms and conditions of any subsequent version of this Agreement, your sole remedy is to stop using our tools and services and terminate your subscription with us.
A. THE TOOLS AND SERVICES THAT WE PROVIDE, INCLUDING ALL FUNCTIONS AND INFORMATON OF ANY AND ALL NATURE, RELATED IN ANY WAY TO OUR SITE OR ANY THIRD PARTY SITES OR SERVICES LINKED TO FROM OUR SITE IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATABILITY AND NONINFRINGEMENT. WE DO NOT WARRANT THAT ANY CONTENT, TOOL OR SERVICE WILL BE ERROR-FREE, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SITE OR THE SERVERS THAT MAKE SUCH CONTENT, TOOLS AND SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR SHALL PRODUCE ANY PARTICULAR RESULT, PROFIT OR GAIN. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY CONTENT, TOOL OR SERVICE. YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST US WITH RESPECT TO CONTENT, TOOL OR SERVICE AND ANY CONTENT YOU PROVIDE TO THIRD PARTY SITES (INCLUDING CREDIT CARD AND OTHER PERSONAL INFORMATION).
C. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL WE, OUR LICENSORS OR LICENSEES, OR ANY OF THE FOREGOING ENTITIES' RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS OR SUPPLIERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS, PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, THAT RESULT FROM (A) THE USE OF, OR THE INABILITY TO USE, ANY OF OUR SITE AND ITS TOOLS, SERVICES OR CONTENT, OR (B) THE CONDUCT OR ACTIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF OUR SITE OR ANY OTHER PERSON OR ENTITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR $100 (WHICHEVER IS LESS) FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO OUR SITE. MOREOVER, UNDER NO CIRCUMSTANCES SHALL WE, OUR LICENSORS OR LICENSEES, OR ANY OF THE FOREGOING ENTITIES' RESPECTIVE RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS OR SUPPLIERS, BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM AN ACT OF FORCE MAJEURE OR CAUSES BEYOND OUR OR THEIR REASONABLE CONTROL.
D. WE MAY TERMINATE YOUR FURTHER ACCESS TO OUR SITE OR CHANGE OUR SITE AND ITS TOOLS AND SERVICES OR DELETE CONTENT, TOOLS, SERVICES, FUNCTIONALTIES OR FEATURES IN ANY WAY AT ANY TIME, AND FOR ANY REASON OR NO REASON.
A. Jurisdiction and Arbitration. This Agreement will be governed by and construed in accordance with the internal laws of the State of Michigan, excluding that body of laws known as choice of law or conflict of laws. Subject to the provisions of this section, all disputes, controversies or claims arising out of or relating to this Agreement will be resolved through mandatory binding arbitration conducted in Philadelphia, Pennsylvania, before J.A.M.S./ENDISPUTE or its successor ("J.A.M.S.") pursuant to the United States Arbitration Act, 9 U.S.C. Section 1, et seq. (the "Act"), and the terms and conditions of this Agreement. The arbitration will be conducted in accordance with the provisions of J.A.M.S.'s Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration (the "J.A.M.S. Rules"), subject to the provisions of this Section. The terms set forth in this Agreement will control in the event of any inconsistency between such terms and the J.A.M.S. Rules. The parties will cooperate with J.A.M.S. and with each other in promptly selecting a single arbitrator from J.A.M.S.'s panel of neutrals. If the parties fail to so select an arbitrator within thirty (30) days following the date of either party's notice of demand to conduct arbitration, then J.A.M.S. will appoint an arbitrator in accordance with the J.A.M.S. Rules. The award of the arbitrator will be in writing and will set forth findings of fact and conclusions of law. Judgment on the arbitrator's award will be final and binding upon the parties and may be entered in any court having jurisdiction thereof. If for any reason J.A.M.S. or its successor no longer is in business, then the arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitrator's fees will be shared equally by the parties and each party will initially bear its own costs and attorneys' fees, but the prevailing party shall be reimbursed by the other party for all attorneys’ fees, witness fees, and arbitration costs. All papers, documents, or evidence, whether written or oral, filed with or presented in connection with the arbitration proceeding will be deemed by the parties and by the arbitrator to be confidential information of both parties. The arbitrator chosen in accordance with these provisions will not have the power to alter, amend or otherwise affect the terms of these arbitration provisions or the provisions of this Agreement. Notwithstanding the foregoing, nothing in this section shall prevent either party from applying for and obtaining from a court a temporary restraining order and/or other injunctive relief.
B. The Relationship of Parties hereto this Agreement are as independent businesses only, and nothing in this Agreement or the conduct of the parties pursuant hereto shall establish a relationship of principal/agent, franchiser/franchisee, employer/employee, master/servant or otherwise.
C. This Agreement represents the complete agreement concerning the subject matter hereof between the parties and supersedes all prior agreements and representations between them.
D. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.
E. The failure of our company to act with respect to a breach of this Agreement by you or by others does not constitute a waiver and shall not limit our rights with respect to such breach or any subsequent breaches.
F. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our consent and any action or conduct in violation of the foregoing shall be void and without effect.
G. We expressly reserve the right to assign or transfer this Agreement, in whole or in part, without any notice to you, and/or to delegate any of its obligations hereunder. You may not transfer or assign this Agreement in any manner without our written permission, which will not be unreasonably withheld. This Agreement shall be governed by and construed under Michigan law as such law applies to agreements between Michigan residents entered into and to be performed entirely within Michigan and without reference or regard to its conflict of law provisions, pursuant to mandatory, binding arbitration as set forth herein.
H. Notice. Any notices required under this Agreement, except as indicated herein regarding demand letters issued by your legal counsel, shall be made by us to the email address you have used to register for the Service, or the last known address you have provided to us, and shall be made by you to