DonorScape Terms and Conditions
1. INTRODUCTION.
This document (the “Terms & Conditions”) sets forth the Terms & Conditions governing the User’s purchase of computerized prospect identification and research services from Grenzebach Glier and Associates (“GG+A”). GG+A offers User the use of its website conditioned on User’s acceptance, without modification, of these Terms & Conditions. Your use of GG+A’s website constitutes your acceptance of these Terms & Conditions.
2. DEFINITIONS.
A. “User” refers to the client of GG+A who purchases computerized prospect identification and research services from GG+A.
B. “Service” means services (sometimes referred to herein as “DonorScape”) provided by GG+A under these Terms & Conditions and includes collecting and organizing data to perform data analysis for the User engaged in performing fundraising duties for User’s own use in analyzing its own donor and prospective donor base using GG+A’s website.
3. THE SERVICE.
GG+A shall provide to User (i) the DonorScape data results in a functional database system as it is available at the time the records are submitted to GG+A. The User acknowledges that GG+A’s database system requires a PC-based or Mac-based computer(s) with a Microsoft Windows operating system (Windows XP or higher) or a MacOS 10.5 or greater, and Microsoft Internet Explorer 7.0 or higher. Certain product features require Microsoft Office applications including Excel 2010 or higher. The User is solely and exclusively responsible for ensuring that its computer hardware, software, and database systems are compatible with GG+A Services. Further, the User assumes complete responsibility for ensuring that data submitted to GG+A for processing and analysis is accurate and complete. Errors or omissions resulting from incorrect input data are not the responsibility of GG+A.
4. FEES, PAYMENT AND TERM OF SERVICE.
As consideration for the Service provided by GG+A, User agrees to pay GG+A the Service fees set forth on GG+A’s web site at the time of User’s selection, or, if applicable, upon User’s receipt of GG+A’s invoice. All fees are due immediately and are non-refundable. The term for the Service shall be for the period of time purchased by the User at the time of registration and allowed under the applicable registration policy for the given name consistent with the information indicated on GG+A’s website (the “Initial Term”). Any renewal of the Service is subject to GG+A’s then current Terms & Conditions for the Service and payment of all applicable renewal fees shall be due prior to the end of the Initial Term. The User is solely responsible for ensuring the Service is renewed. GG+A shall have no liability to the User or any third party in connection with the renewal as described herein, or failure to properly renew, including, but not limited to, any failure or errors resulting from failing to renew the Service. Failure by the User to pay any fee or renewal fee in a timely manner shall result in automatic termination of the Service.
The User agrees that if it pays by credit card or automatic bank account debit (initially or in connection with a renewal initiated by User) for the Service provided hereunder, GG+A is authorized, to charge such credit card or automatic bank account debit and renew the Service using the credit card information and automatic bank account debit provided to GG+A. The User agrees to pay all value added, sales and other taxes (other than taxes based on GG+A’s income) related to the Service or payments made by User hereunder.
All payments of fees shall be made in US dollars.
5. TERMINATION.
A. The User may terminate this Agreement upon at least thirty (30) days written notice to GG+A for any or no reason.
B. Termination by GG+A. GG+A may terminate this Agreement at any time in the event the User breaches an obligation of this Agreement.
C. Effect of Termination. The User will not receive any refund for payments already made as of the date of termination. If termination of this Agreement is due to User’s default hereunder, the User shall bear all costs of such termination, including any reasonable costs GG+A incurs in closing the account. The User agrees to pay any and all costs incurred by GG+A in enforcing GG+A’s compliance with this Section, and User authorizes GG+A to charge its credit card or automatic bank account debit accordingly.
6. ACCURACY OF INFORMATION.
The User hereby certifies that:
(i) all data provided by User in the account registration process is true, correct, up to date and complete, and
(ii) GG+A will request update information from User, from time to time, by providing notice to User pursuant to this Agreement, regarding the information contained in the domain name registration application, as needed to keep such data true, correct, up to date and complete at all times. User’s failure to respond to such requests are grounds for termination of this Agreement by GG+A.
7. PRIVACY.
All data or information collected pursuant to this agreement shall be used or disclosed only according to the GG+A DonorScape Privacy Policy. This policy is available, as modified from time-to-time at www.DonorScape.com.
8. USE OF DATA.
User understands that all information provided by the User to GG+A is considered to be strictly proprietary to GG+A, and shall be used only for the purposes of computerized prospect identification and research services. GG+A’s software used in connection with Services is protected by copyright, tradenames, and other intellectual property laws. GG+A’s software is owned by GG+A and such software is licensed not sold to User. User will not disassemble, decompile, or reverse engineer such software. User agrees it will not use GG+A’s Service in any way that is unlawful or harms GG+A, its affiliates, agents, suppliers, and service providers, or any third party. Without limiting the generality of the foregoing, User will not use the Service in any manner that could damage, disable, overburden, or impair any GG+A website (or the networks connected to the GG+A website) or interfere with any other party’s use and enjoyment of the GG+A website. User acknowledges that, in the performance of Services hereunder, certain data (“Appended Data”) , appended by GG+A to User’s client data files, some of which is obtained from GG+A’s database suppliers (“DB Providers”) remains the property and confidential information of GG+A and its DB Providers, and that User has no proprietary rights in the Appended Data. Client acknowledges that the Appended Data is proprietary to GG+A and GG+A’s DB Providers, whose content is included in Appended Data and comprises:
(a) works of original authorship, including compiled information which is arranged and/or assembled,
(b) confidential and trade secret information, and
(c) information that has been created, developed and maintained by GG+A and DB Providers at great expense of time and money such that misappropriation or unauthorized use by others for commercial gain would unfairly and irreparably harm GG+A and DB Providers. User agrees it will not commit or permit any act or omission by its agents, employees, or any third party that would impair GG+A’s and DB Provider’s copyright or other proprietary and intellectual rights in the Appended Data. User agrees that these Terms & Conditions are entered into for the benefit of the parties and that the DB Providers are third party beneficiaries hereof. Appended Data may be used solely for a User’s solicitation programs, mailing list screens, modeling and list analysis in furtherance of its own donor solicitation activities (“Permitted Uses”). User shall neither sell, nor lease, rent, duplicate, redistribute, transfer or otherwise provide to any other party the Appended Data other than solicitors, telemarketers and other service providers to User engaged to perform one of the Permitted Uses. User is expressly prohibited from using Appended Data as a factor in establishing an individual’s eligibility for
(i) credit or insurance to be used primarily for personal, family or household purposes, or
(ii) employment. User agrees not to use Appended Data to engage in unfair or deceptive practices. User agrees not to use Appended Data to advertise, sell, or exchange any products or services relating to illegal or illicit activities, including, without limitation, sexual products or services, drug products or services, pornographic materials, weapons, or involving credit repair services. All marketing communications used in connection with the Appended Data shall comply with all applicable federal, state, and local laws, rules and regulations.
9. EXCLUSIVE REMEDY.
USER AGREES THAT GG+A’S ENTIRE LIABILITY, AND USER’S EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO THE SERVICE PROVIDED HEREUNDER AND/OR FOR ANY BREACH OF THIS AGREEMENT IS SOLELY LIMITED TO THE EXCLUSIVE REMEDY OF DISCONTINUANCE OF THE USE OF THE SERVICE. IN NO EVENT SHALL GG+A, ITS LICENSORS AND CONTRACTORS (INCLUDING THIRD PARTIES AND DB PROVIDERS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RESULTING FROM THESE TERMS & CONDITIONS OR USE OF GG+A’S SERVICES EVEN IF GG+A HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, GG+A’S LIABILITY IS LIMITED TO THE GREATEST EXTENT LIMITATION OF DAMAGES IS PERMITTED BY LAW IN SUCH STATES. THE EXCLUSION OF DAMAGES DESCRIBED IN THIS SECTION IS INDEPENDENT OF USER’S EXCLUSIVE REMEDY DESCRIBED HEREUNDER, AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM
(1) BREACH OF CONTRACT,
(2) BREACH OF WARRANTY,
(3) NEGLIGENCE, OR
(4) ANY OTHER CAUSE OF ACTION.
GG+A and its DB Providers disclaim any and all loss or liability resulting from, but not limited to:
(1) loss or liability resulting from access delays or access interruptions;
(2) loss or liability resulting from data non-delivery or data mis-delivery;
(3) loss or liability resulting from acts of god or other events or circumstances not reasonably under GG+A’s control;
(4) loss or liability resulting from User’s use of the computerized prospect identification and research services;
(5) loss or liability resulting from errors, omissions, or misstatements in any and all information from the Service;
(6) loss or liability relating to the deletion of or failure to store data messages;
(7) loss or liability resulting from the development, upgrading, or interruption of User’s web site or GG+A’s web site;
(8) loss or liability that User may incur in connection with User’s processing of User’s application for the Service, GG+A’s processing of any authorized modification to User’s account or User’s agent’s failure to pay any fees; or
(9) loss or liability relating to limitations, incompatibilities, defects, or other problems inherent in technology and equipment. Any cause of action arising out of or related to the Services, these Terms & Conditions, or GG+A’s website must commence within one (1) year after the cause of action accrues; otherwise, such cause of action is permanently barred.
10. DISCLAIMER OF WARRANTIES.
USER AGREES THAT THE USE OF THE SERVICE (INCLUDING CONTENT FROM THE DB PROVIDERS) IS SOLELY AT USER’S OWN RISK. USER AGREES THAT THE SERVICE IS PROVIDED ON AN “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS. GG+A AND DB PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER GG+A NOR DB PROVIDERS MAKE ANY WARRANTY THAT THE SERVICE PROVIDED HEREUNDER WILL MEET USER REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES GG+A OR DB PROVIDERS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE(S) OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE. THE USER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT USER’S OWN DISCRETION AND RISK AND THAT THE USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. GG+A MAKES NO WARRANTY REGARDING ANY SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE USER FROM GG+A OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN, AND USER MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY. GG+A IS NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO ANY PRODUCTS AND/OR SERVICES PURCHASED BY THE USER FROM A THIRD PARTY. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT.
11. INDEMNITY.
A. User shall indemnify, defend and hold harmless GG+A and its directors, officers, employees, representatives, agents, and affiliates from and against any and all claims, suits, actions, other proceedings, damages, liabilities, costs and expenses of any kind, including without limitation legal fees and expenses, and court costs arising out of or relating to the User’s breach of any provision of these Terms & Conditions, including but not limited to User’s covenants, representations, and promises contained herein or implied hereunder.
B. When GG+A is threatened with suit or sued by a third party, it may seek written assurances from the User concerning User’s promise to indemnify GG+A. User’s failure to provide those assurances may be considered a material breach of this Agreement. GG+A shall have the right to participate in any defense by the User of a third-party claim related to User’s use of any of the Service, with counsel of GG+A’s choice at its own expense. GG+A shall reasonably cooperate in the defense at User’s request and expense. The User shall have sole responsibility to defend GG+A against any claim, but the User must receive GG+A’s prior written consent regarding any related settlement. The terms of this paragraph will survive any termination or cancellation of this Agreement.
12. REPRESENTATIONS AND WARRANTIES.
The User represents and certifies that,
(i) The User has the requisite power and authority to enter into this Agreement and to perform the obligations hereunder
(ii) User is of legal age to enter into this Agreement; and
(iii) User has had an adequate opportunity to review these Terms & Conditions and understands its content.
It is further agreed that as a fundraising consulting firm, GG+A is not a “trustee” of any property nor central to distribution for any charitable funds. GG+A does not solicit nor collect charitable funds for any purpose.
13. MODIFICATIONS TO TERMS AND CONDITIONS.
The User agrees that GG+A may:
(1) revise these Terms & Conditions; and/or
(2) change part of the Service at any time. Any such revision or change will be binding and effective 30 days after posting the revised Terms & Conditions or change to the Service on GG+A’s web site. Any continued use of the Service after the effective date of any such change in Terms & Conditions constitutes User’s acceptance of, and agreement to, such revised Terms & Conditions. The User agrees to periodically review GG+A’s Web sites, including the current version of these Terms & Conditions available on GG+A’s Web sites, and to be aware of any such revisions. If the User does not agree with any revision to the Terms & Conditions, it may terminate its registration by so notifying GG+A. Notice of termination will be effective on receipt and processing by GG+A. Although User terminates pursuant to this provision, no fees paid by the User previously are refundable to User.
14. ACCOUNT ACCESS.
The User may be required to establish an account and obtain a login name and password in order to access or use the Service or to modify such account. The User authorizes GG+A to process any and all account transactions initiated through the use of User’s login name and password. The User is solely responsible for maintaining the confidentiality of its login name or password. The User must immediately notify GG+A of any unauthorized use of its login name or password and the User is responsible for any unauthorized activities, charges and/or liabilities made on or through its login name account number or password. In no event will GG+A be liable for the unauthorized use or misuse of User’s login name or password or security authentication option.
15. AGENTS.
The User agrees that, if any of its agents, (e.g., its administrative contact, Internet Service Provider, employees) purchases the Service on User’s behalf, the User is nonetheless bound as a principal by all Terms & Conditions herein. The User’s continued use of the Service ratifies any unauthorized actions of its agent. By using User’s login name or password, or otherwise purporting to act on its behalf, the User’s agent certifies that he or she is authorized to apply for the Service on User’s behalf, that he or she is authorized to bind the User to these Terms & Conditions, that he or she has apprised the User of these Terms & Conditions, and that he or she is otherwise authorized to act on User’s behalf. In addition, the User is responsible for any errors made by its agent.
16. RIGHT OF REFUSAL.
GG+A, in its sole discretion, reserves the right to refuse Service to anyone for any or no reason.
17. RESERVATION.
GG+A reserves the right, with no liability to the User, to deny, cancel or transfer any service that they deem necessary, in their discretion;
(1) to protect the integrity and stability of the DonorScape website;
(2) to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process;
(3) to avoid any liability, civil or criminal, on the part of GG+A, as well as their affiliates, subsidiaries, officers, directors, representatives, and employees
(4) for violations of these Terms & Conditions; or
(5) to correct mistakes made by GG+A in connection with account registration. GG+A also reserve the right to freeze account name during resolution of a dispute.
18. NOTICES AND ANNOUNCEMENTS.
The User authorizes GG+A to notify the User, as GG+A’s customer, of information that GG+A deems is of potential interest. Notices and announcements may include commercial emails and other notices describing changes, upgrades, new products and services or other information pertaining to computerized prospect identification and research services. All notices to the User shall be delivered to the mailing address or e-mail address as provided in User’s account information (as updated by the User pursuant to these Terms & Conditions). Any notices to be sent to GG+A shall be effective only if sent via email to GG+A at its home email address as listed on its website from time to time.
19. SEVERABILITY.
The User agrees that these Terms & Conditions are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of these Terms & Conditions. These Terms & Conditions will be deemed amended to the extent necessary to make them enforceable, valid and, to the maximum extent possible consistent with applicable law and the remaining terms and provisions will remain in full force and effect.
20. ENTIRE AGREEMENT.
The User agrees that these Terms & Conditions, the rules and policies incorporated by reference in this Agreement (including, without limitation, and the privacy statement) are the entire, complete and exclusive agreement between the User and GG+A regarding the Service and supersede all prior and contemporaneous agreements, statements, and understandings, whether written or oral, and whether established by custom, practice, policy or precedent, with respect to the subject matter of these Terms & Conditions, including, without limitation, any purchase order provided by the User for the Service. User is not relying on any representation, warranty or statement from GG+A or its agents which are not expressly set forth in these Terms & Conditions.
21. ASSIGNMENT AND RESALE.
The User may not assign, sublicense, or transfer its rights under these Terms & Conditions. Any attempt by User’s creditors to obtain an interest in User’s rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at GG+A’s option. The User agrees not to resell the computerized prospect identification and research services. GG+A may assign its role described in these Terms & Conditions, in whole or in part, at any time with or without notice to User.
22. GOVERNING LAW.
For the adjudication of disputes concerning or arising from use of the Services, the User shall submit to the exclusive jurisdiction of the federal or state courts located in downtown Chicago, Illinois. The parties hereby waive any right to jury trial with respect to any action brought in connection with this Agreement. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. These Terms & Conditions shall be governed by the internal laws and not the choice of laws of the State of Illinois.
23. AGREEMENT TO BE BOUND.
By applying for the Service through GG+A’s online application process or otherwise, or by using the Service, the User acknowledges that it has read and agrees to be bound by these Terms & Conditions and any documents incorporated by reference.
24. WAIVER.
No waiver of any provision of these Terms & Conditions shall be effective unless it is in writing and signed by an authorized representative of GG+A. The remedies of GG+A under these Terms & Conditions shall be cumulative and not alternative, and the election of one remedy for a violation shall not preclude pursuit of other remedies. The failure of a party, at any time or from time to time, to require performance of any obligations of the other party hereunder shall not affect its right to enforce any provision of these Terms & Conditions at a subsequent time, and the waiver of any rights arising out of any violation shall not be construed as a waiver of any rights arising out of any prior or subsequent violation.
25. SECURITY.
GG+A utilizes industry-standard encryption technologies when transferring and receiving constituent data. Information set or received via our website is done so in a “secure session” established with Secure Sockets Layer (SSL). SSL technology secretly encodes information that is sent over the Internet between your computer and GG+A. GG+A does not guarantee the security of User’s password or transmission content in the case of misdirection, deletion of, or failure to securely store User’s communication and the User assumes all risks that the security option it selects is compromised as a result of fraudulent, unauthorized or illegal activity.