Terms & Conditions
These are the terms and conditions (the “Terms”) that apply to and govern a firm or corporation (a “Client”) who/which buys from InvolveSoft any service or services and/or uses any service or services. Unless otherwise expressly agreed in writing by a Client and InvolveSoft, and subject to the terms set out in any agreement specifically negotiated and entered into between InvolveSoft and a particular client, any agreement a Client enters into for the purchase or use of any service or services shall be deemed to be upon and subject to these Terms and following Exhibits, each of which are incorporated by reference.
Administrative Portal means that portion of the Service Website available to Client for purposes of administering volunteer programs for Eligible Employees such as adding and removing Eligible Employees and managing content and services for Eligible Employees related to Volunteer Activities.
Administrator means an employee of Client who is authorized by Client and approved by InvolveSoft to use the Administrative Portal portion of Service Website.
Agreement means the Software Subscription Services Order Form entered into by InvolveSoft and Client, inclusive of all applicable and referenced Attachments and Exhibits and any modifications thereto.
Client Content means all content provided to InvolveSoft that Client wishes InvolveSoft to display and use as part of offering Services such as by example only and without limitation, information about Client’s employee volunteer policies.
Effective Date means the date during the first year of this Agreement upon which Eligible Employees may first access or use, or enroll the Employee Portal and is specified in the Order Form.
Eligible Employee means those Client employees who meet the criteria as defined in the Order Form.
Employee Portal means that portion of the Service Website made available only to Eligible Employees for purposes of using those Services to access volunteer management and information services for Eligible Employees.
InvolveSoft Materials means the content and materials displayed on Services Website or used to offer Services that is owned by InvolveSoft or its licensors.
Order Form means the InvolveSoft Order Form.
Services mean the services and programs made available to Client under this Agreement and set forth in the InvolveSoft Services Specifications.
Service Website means the website accessible to Client, Eligible Employees and Administrators which is used to offer the Services.
Software Subscription Services Specifications means the specifications set forth in Exhibit B.
Volunteer means an Eligible Employee who elects to participate in any of the Volunteer Activities.
Volunteer Activities means those volunteer events that InvolveSoft lists as part of Services for possible participation by Eligible Employees.
Volunteer Organizations means those organizations that sponsor, organize or operate Volunteer Activities.
Volunteer Data Specifications means InvolveSoft’s then current specifications that a Volunteer Eligibility File must meet.
Volunteer Eligibility File means that data file that contains information about Eligible Employees and that is sufficiently populated with data as necessary for InvolveSoft to provide Services to Client.
Article 1. Responsibilities of InvolveSoft and services obligations
1.1 Services and Updates. InvolveSoft shall provide volunteer information and management services (“Services”) for Client that meets the specifications attached hereto as Attachment A and as specified throughout this Agreement. InvolveSoft reserves the right to update and modify Services so long as Services continue to meet the specifications listed in Exhibit B.
1.2 Uptime and Suspension of Services. InvolveSoft shall use reasonable efforts to make the Services available 99.5% of the time, measured monthly, excluding scheduled maintenance and any downtime due to outages of or failures of third party connections or utilities or other reasons beyond InvolveSoft’s control. Should the Services availability be less than 99.5% in any given month, Client’s sole and exclusive remedy, and InvolveSoft’s entire liability for any breach of this Section 1.2 shall be that InvolveSoft will credit Client for one month’s fees owed under this Agreement, provided that no more than one such credit will accrue per month. Downtime shall begin to accrue as soon as Client recognizes that downtime of Services is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Client must notify InvolveSoft in writing within twenty-four hours from the time of downtime, and failure to provide such notice will forfeit the right to receive availability credit. Client acknowledges that InvolveSoft may periodically disable or suspend Services for maintenance, security or safety reasons and the occurrence of any such disablement or suspension will not be deemed downtime or otherwise be a breach of this Agreement. InvolveSoft will use reasonable efforts to notify Client prior to any scheduled downtime of Services for maintenance, security or safety reasons and will use reasonable efforts to notify Client as soon as InvolveSoft becomes aware of any unscheduled downtime of Services.
1.5 Volunteer Activities. Client acknowledges that Volunteer Organizations may impose additional requirements and obligations upon Volunteers. InvolveSoft is free to remove any particular Volunteer Opportunities from Services at any time for any reason if InvolveSoft reasonably believes that such Volunteer Opportunities will cause Client or InvolveSoft to be in violation of applicable law or such Volunteer Opportunities or any association of Client with such Volunteer Opportunities will damage the reputation of Client. InvolveSoft will use reasonable efforts to inform Client prior to any removal of any Volunteer Opportunities.
1.6 System Requirements. Use of the Service Website is available solely via the Internet and InvolveSoft does not provide any of the hardware, equipment and software necessary to access and use the Internet. Client acknowledges that they must, at their own expense, have access to all equipment, hardware, software and the like, necessary to connect to the Internet in order to be able to access and use the Service Website.
1.7 Insurance. InvolveSoft will maintain at its sole expense, insurance of the type listed in Exhibit C and will provide proof of such insurance upon request of Client.
Article 2. Billing and Fees
2.1. General Fees Provisions. Services are billed to and payable in advance by Client, for the length of term (monthly, annual or other) that is applicable to Client’s purchase of Services. Client will pay InvolveSoft then-applicable fees (the “Fees”) for the Services referenced in the Order Form, and in accordance with the terms set out on or in the Order Form. All Fees are exclusive of any applicable taxes whether federal, state, national, withholding and/or VAT taxes and applicable customs duties or tariffs (collectively “Taxes”). Client is responsible for the payment of all Taxes applicable to the Services. If InvolveSoft has the legal obligation to pay or collect any Taxes for which Client is responsible under this Agreement, InvolveSoft will invoice Client for the applicable amount which Client hereby agrees to pay to InvolveSoft forthwith unless Client provides InvolveSoft with a valid tax exemption certificate issued by the applicable and competent taxing authority.
2.2. Additional Fees. If Client’s use of the Services requires the payment of additional fees besides those already due under this Agreement), InvolveSoft will inform Client of such additional fees with a reasonable notice period to permit Client to not incur such additional fees. If Client proceeds with those activities that will cause such additional fees to be incurred, Client shall be billed for such usage and Client agrees to pay the additional fees in the manner and at the time or times at which Fees are payable by Client.
2.3. Billing Contact Information. In order to have and maintain accurate billing by InvolveSoft to Client for the Services, Client agrees to provide and maintain complete and accurate billing and contact information in that regard.
2.4. No Refunds. All transactions between InvolveSoft and Client are final and all payments by Client to InvolveSoft are final. InvolveSoft may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by InvolveSoft thirty (30) days after the mailing or transmission date of the applicable invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination by InvolveSoft of the Services.
Article 3. Responsibilites and Obligations of Client
3.1 Client Logos and Volunteer Eligibility File. Client agrees to provide Client’s corporate logo in a file format as necessary for InvolveSoft to offer Services. Client understands that a Volunteer Eligibility File containing the required data on all Eligible Employees is necessary for the performance of Services and will provide the Volunteer Eligibility File in accordance with InvolveSoft’s Volunteer Eligibility Management Specifications and take all reasonable steps to ensure that all Eligible Employees are at least 18 years old and meet any other Eligible Employee requirements set forth in the Order Form. Client agrees that, upon request, Client will verify the eligibility status of any Eligible Employees.
3.2 Information Sharing With Eligible Employees. Client is responsible for and agrees to inform all Eligible Employees of the availability of the Service Website and that Eligible Employees must agree to be bound by InvolveSoft’s then standard terms and conditions that govern use of the Employee Portal in order to use the Employee Portal.
3.3 Compliance with Laws. Client agrees to comply with all applicable law when dealing with its employees and communicating about any Volunteer Activities and the use of Services to facilitate volunteer activities by its employees. Client agrees to not provide any Client Content or use the Services in any way to post or display any content in violation of applicable law.
Volunteer Consent Form. Client acknowledges that Eligible Employees who desire to become Volunteers for a particular Volunteer Activity must agree to be bound by the applicable consent and waiver forms for such Volunteer Activity as dictated by the Volunteer Organization for such Volunteer Activity.
3.4 Communications to Eligible Employees; Access to Service Website. Client shall distribute mutually agreed upon communication materials prepared by InvolveSoft or Client to Eligible Employees.
Accounts and Passwords. Client agrees that Client and each Administrator and Eligible Employee who accesses Employee Portal is solely responsible for maintaining the confidentiality of passwords associated with any accounts used to access the Services, and Client agrees that Client will be solely responsible for all activities that occur under or in relation to Client’s account. If Client becomes aware of any unauthorized use of their password or account, Client agrees to notify InvolveSoft of that unauthorized use immediately at firstname.lastname@example.org and to cooperate fully with InvolveSoft in dealing with same. Client shall not rent, lease, sell, trade, gift, bequeath or otherwise transfer Client’s account to anyone. Client shall not create an account using a false identity or false information, or on behalf of someone other than yourself.
General Restrictions. Client agrees to not do any of the following activities:
- Engage in or support any illegal conduct;
- Modify or cause to be modified any files or content that are used to offer the Services;
- Disrupt, overburden, or aid or assist in the disruption or overburdening of (1) any computer or server used to offer or support the Services;
- Institute, assist or become involved in any type of attack, including without limitation distribution of a virus, denial of service attacks upon the Services, or other attempts to disrupt the Services or any other person’s use or enjoyment of similar Services offered by InvolveSoft;
- Gain, or attempt to gain, unauthorized access to the Services, servers or networks for the Services or accounts of others by any means (including, but not limited to, circumventing or modifying, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Services);
- Post any information as part of using the Services that is abusive, threatening, obscene, defamatory, libelous or racially, sexually, religiously or otherwise objectionable or offensive;
- Post any information that contains nudity, excessive violence or offensive subject matter or that contains a link to such content;
- Harass, abuse, harm, or advocate or incite harassment, abuse or harm of another person or group of persons;
- Post, distribute or make available through the Services any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity or other right of any person or entity or impersonates any other person;
- Transmit unauthorized communications through the Services, including junk mail, chain letters, spam and any materials that promote malware, spyware and downloadable items;
- Interfere or attempt to interfere with the proper functioning of the Services; and
- Engage in any activities that promote or encourage any of the above prohibited activities.
Article 4. Term.
4.1 Term. The “Initial Term” of this Agreement shall be from the Effective Date of this Agreement and shall continue for the period specified on the Order Form. The “Term” of this Agreement shall be the Initial Term and any Renewal Terms.
4.2 Renewal Term. Upon expiration of the Initial Term, this Agreement shall automatically renew for additional one (1) year terms (“Renewal Term”) under the same terms and conditions of this Agreement and any amendments, unless either Party gives written notice to the other of its intent not to renew at least ninety (90) days prior to the expiration of the Initial Term (or current Renewal Term) or unless otherwise terminated pursuant to Article 4. After the Initial Term, either Party may terminate the Agreement at the end of each Renewal Term by providing ninety (90) day advanced written notice to the other Party.
4.3 Termination. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated:
(a) by either Party, upon written notice to the other, if the other Party (the “Defaulting Party”) materially breaches any obligation or covenant of the Defaulting Party hereunder, and to the extent such breach is capable of cure, it shall remain uncured for thirty (30) days following notice of such breach given by the non-Defaulting Party to the Defaulting Party. If the breaching Party fails to cure the breach within the cure period, or the material breach is incapable of being cured, then the non-breaching Party may terminate the Agreement immediately;
(b) by either Party immediately and automatically upon the filing of a voluntary or involuntary petition for reorganization or bankruptcy by or against the other Party; or
(c) at the discretion of InvolveSoft if Client is more than ninety (90) days past due on undisputed payments owed to InvolveSoft under this Agreement, without waiving its rights to amounts due for the remainder of the then current Term of the Agreement.
4.4 Survival. Sections 2.4, 7.1 and 7.3 and Articles 4, 6, 8 and 9 survive any termination of this Agreement. Termination or expiration of this Agreement shall not alter or impair any rights of either Party accrued under this Agreement through the date of termination or expiration.
Article 5. Licenses and Intellectual Property
5.1 License to Use Service Website. InvolveSoft hereby grants Client, subject to the terms and conditions herein, a personal, nonexclusive, non-transferable limited license to: (a) have its Administrators use and access Administrative Portal ; and (b) have Eligible Employees use and access Employee Portal subject to any additional terms that an Eligible Employee must enter into with InvolveSoft.
5.2 Client License Limitations. Except as expressly authorized herein, Client shall not:
(a) use the Service Website or any Services except as authorized pursuant to this Agreement.
(b) cause or permit modification, reverse compilation or reverse assembly of all or any portion of the Service Website or otherwise attempt to learn the source code, structure, or algorithms underlying the Service Website or software used by InvolveSoft to offer the Service;
(c) copy or otherwise reproduce any portion of the Service Website or the InvolveSoft Materials contained therein, except to the extent necessary for Client to use the Service Website and such InvolveSoft Materials for their intended purpose, as set forth in this Agreement; or
(d) distribute, disclose, market, rent, lease, transfer, or provide or permit access to any third party any portion of the Service Website or the InvolveSoft Materials.
5.3 Client Content and Trademark; Reference. Client grants InvolveSoft a limited, non-exclusive, worldwide license to: (a) display and use Client Logos as necessary for InvolveSoft to display Client Logos as part of offering Services to Client; and (b) reproduce, display and distribute Client Content as necessary for InvolveSoft to offer Services to Client. Client agrees that InvolveSoft may list Client as a reference and sample customer in InvolveSoft’s marketing materials.
5.4 Link Agreement. InvolveSoft grants Client a limited, non-exclusive, non-transferrable, non-assignable right to establish a link to Service Website on its corporate website or a website available only to its employees.
5.5 Copyright DMCA Notice. It is InvolveSoft’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (the “DMCA”). For more information, please go to the “Copyright Page” available through Service Website to review InvolveSoft’s DMCA procedures.
5.6 Proprietary Rights. InvolveSoft and its licensors retain all right, title, and interest, including without limitation any and all copyrights, trade secrets, patents, trademarks, service marks, and all other proprietary rights in and to the Service Website and all of InvolveSoft’s Confidential Information (as defined in Article 6 of the Agreement). Client and its licensors retain all right, title, and interest, including without limitation any and all copyrights, trade secrets, patents, trademarks, service marks, and all other proprietary rights in and to the Client’s logos, trademarks and corporate name and Client Content.
Article 6. Confidentiality
6.1 Confidential Information. All written, electronic, or oral proprietary or confidential information or documentation received by a Party hereto (the “Receiving Party”) from the other Party or trade secrets of the other Party (the “Disclosing Party”) shall be deemed to be the Disclosing Party’s proprietary and confidential information (“Confidential Information”) including information disclosed prior to the effective date of this Agreement but disclosed in anticipation of its execution or the services contemplated herein. Confidential Information includes any and all information, know-how, and data, technical or non-technical, whether written, graphic, or oral, furnished by either Party or on its behalf, to the other, that is confidential and proprietary or is treated as such by the Disclosing Party. Confidential Information shall not include material, data or information (a) which is known to the Receiving Party prior to the disclosure by the Disclosing Party, which is generally available to the public or in the industry, (b) which, after disclosure, becomes part of the public domain by publication or otherwise through no action or fault of the receiving Party, (c) which has been obtained from a third Party (which, to the Receiving Party’s knowledge, has a right to disclose the same), or (d) which the Receiving Party can demonstrate resulted from its own research and development, independent of disclosure from the Disclosing Party. The terms and conditions of this Agreement shall be considered the Confidential Information of both Parties. Except as contemplated by this Agreement or as required to perform its obligations hereunder, the Receiving Party shall not, either directly or indirectly, use or disclose to any third party any Confidential Information without the prior written consent of the Disclosing Party, which shall not be unreasonably delayed or denied.
6.2 Ownership. All Confidential Information furnished, disclosed or exchanged is and shall be considered for all purposes to be the property of the Disclosing Party.
6.3 Disclosure. The Receiving Party shall comply with this Article 6 using at least the same degree of care as used to protect its own important confidential or proprietary information, but in any case using no less than a reasonable degree of care. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its and its affiliates’ employees and independent contractors who have a need to know such information and who agree to protect the Confidential Information from unauthorized use and disclosure under standard provisions of employment or under the terms of a written agreement containing restrictive covenants at least as restrictive as those set forth herein.
- The Receiving Party may disclose Confidential Information: (i) as required by any court or other governmental body (provided it shall give the Disclosing Party prompt notice, prior to the disclosure, so that the Disclosing Party may take steps to oppose such disclosure); (ii) as otherwise required by law (provided it shall give the Disclosing Party prompt notice, prior to the disclosure, so that the Disclosing Party may take steps to preclude or limit such production); (iii) to legal counsel of the Parties who have a need to know such information and who agree to protect the Confidential Information from unauthorized use and disclosure under the terms of a written agreement containing restrictive covenants at least as restrictive as those set forth herein; or (iv) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement.
- The Receiving Party shall be entitled to disclose the terms and conditions of this Agreement (but not the underlying Confidential Information of the Disclosing Party) (i) in connection with the requirements of an initial public offering or securities filing, so long as Receiving Party only discloses the minimal necessary information required by its legal obligations; and (ii) in connection with a merger or acquisition or proposed merger or acquisition, so long as Receiving Party only discloses the minimal necessary information required by its legal or contractual obligation and the recipient(s) of such information agrees to protect the Confidential Information from unauthorized use and disclosure under the terms of a written agreement containing restrictive covenants at least as restrictive as those set forth herein.
Article 7. Releases and Indemnification
7.1 Releases. Client hereby releases InvolveSoft, and InvolveSoft’s officers, directors, agents, subsidiaries, joint ventures and employees, from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute that arises between Client and any of its employees and consultants regarding any use of Services or participation in any Volunteer Activities. Client acknowledges that Client is aware of, and hereby waives its rights under the provisions of California Civil Code Section 1542, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
7.2 Indemnification by InvolveSoft. InvolveSoft agrees to indemnify, defend and hold harmless Client, and its directors, officers, employees, and agents (“Client Parties”) from and against any and all third party suits, demands, claims, actions, liabilities, losses, penalties or damages which are alleged, brought or asserted against Client Parties (“Client Claims”) that arose out of, or in connection with grossly negligent or intentionally tortious acts or omissions, by InvolveSoft. Client must give prompt notice to InvolveSoft of any Client Claims and to provide all reasonable assistance to InvolveSoft in the defense of any Client Claims.
7.3 Indemnification by Client. Client agrees to indemnify, defend and hold harmless InvolveSoft, and its directors, officers, shareholders, employees and agents (“InvolveSoft Parties”), from and against any and all third party suits, demands, claims, actions, liabilities, losses, penalties or damages which are alleged, brought or asserted against InvolveSoft Parties (“InvolveSoft Claims”) that arose out of, or in connection with any of the following: (a) a material breach of the terms of this Agreement by Client; (b) any actions taken by any Eligible Employees or any employees or contractors of Client in connection with any Volunteer Activities; (c) any fraudulent or negligent action taken by Client; (d) use of or exercise of rights in Client Logo or Client Materials by InvolveSoft and (e) any actions taken by Volunteer Organizations. InvolveSoft must give prompt notice to Client of any InvolveSoft Claims and to provide all reasonable assistance to Client in the defense of any InvolveSoft Claims.
Article 8. Limited Warranties, Disclaimers and Limitations of Liability
8.1 Limited Warranty Regarding Non-Profit Status. InvolveSoft represents and warrants that all Volunteer Activities described as part of Services have been checked by InvolveSoft to be organized, sponsored or offered by non-profit entities that, at the time such Volunteer Activities are posted or described as part of Services, are tax-exempt under Section 501(c)(3) of the Internal Revenue Code.
8.2 GENERAL DISCLAIMERS. CLIENT ACKNOWLEDGES AND AGREES THAT ALL USE OF THE SERVICES IS SOLELY AT CLIENT’S RISK AND THAT INVOLVESOFT DOES NOT OPERATE OR MANAGE VOLUNTEER ACTIVITIES AND CANNOT MANAGE THE ACTIVITIES OF VOLUNTEER ORGANIZATIONS. CLIENT ACKNOWLEDGES THAT INVOLVESOFT’S REVIEW OF VOLUNTEER ACTIVITIES AND VOLUNTEER ORGANIZATIONS IS LIMITED TO REVIEWING PUBLICLY AVAILABLE RECORDS ONLY. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 8.1, ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTY OF ERROR-FREE OPERATION. WITHOUT LIMITING THE FOREGOING, NEITHER INVOLVESOFT NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, THIRD-PARTY SERVICE PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
8.3 SECURITY DISCLAIMERS. DUE TO THE RISKS OF OUTSIDE INFLUENCES SUCH AS HACKERS AND OTHER DATA SECURITY RISKS THAT CURRENT TECHNOLOGY CANNOT REALISTICALLY PREVENT AT ALL COSTS, INVOLVESOFT DOES NOT WARRANT THAT ALL CONTENT OR INFORMATION POSTED BY CLIENT OR ANY OF ITS ELIGIBLE EMPLOYEES WILL REMAIN AVAILABLE AT ALL TIMES OR WILL NEVER BE DELETED, CORRUPTED OR OTHERWISE UNAVAILABLE. CLIENT ACKNOWLEDGES THAT THE NATURE OF THE INTERNET AND CLOUD SERVICES ARE SUCH THAT INVOLVESOFT CANNOT GUARANTEE THAT ANY ACCOUNT ASSOCIATED WITH SERVICES WILL BE KEPT FROM ANY PARTICULAR INDIVIDUAL OR ENTITY WHO EITHER HACKS OR ENGAGES IN UNAUTHORIZED ACCESS TO SUCH ACCOUNT OR RELATED CONTENT OR INFORMATION.
8.4 MONETARY LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL INVOLVESOFT BE LIABLE TO CLIENT FOR MORE THAN THE AMOUNTS PAID BY CLIENT TO INVOLVESOFT FOR USE OF SERVICES.
8.5 LIMITATION OF LIABILITY FOR INDIRECT DAMAGES. EXCEPT FOR OBLIGATIONS UNDER ARTICLE 6 AND SECTIONS 7.2 AND 7.3, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, THAT THE OTHER PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, HOWEVER CAUSED, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Article 9. General Terms
9.1 Independent Contractors. The Parties enter into this Agreement as independent contractors, and nothing contained in this Agreement will be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Additionally, under no circumstances shall the employees, agents, or subcontractors of one Party be considered employees or agents of the other Party.
9.2 Applicable Law. The validity of this Agreement and any of its terms and provisions or the Parties’ rights and duties shall be interpreted and enforced in accordance with the laws of the State of California, without regard to its principles of conflict of laws. Any dispute or claim from this Agreement shall be resolved exclusively in the federal or state courts of the State of California located in Los Angeles County and the Parties hereby irrevocably submit to the personal jurisdiction of said courts and waive all jurisdictional defenses thereto.
9.3 Mediation. If any dispute arises out of or relates to this Agreement, including any dispute by and between InvolveSoft and Client and, if the dispute cannot be settled through negotiation, the Parties agree first to try in good faith to settle the dispute by mediation before resorting to litigation. The mediation shall be conducted in a mutually agreeable location with a mediator who is agreeable to each of the Parties to the dispute. The mediation shall be conducted in accordance with the mediator’s rules. The fees, costs and expenses of the mediation will be borne equally by the Parties. Each Party will also bear the fees and expenses of its own counsel.
9.4 Attorneys’ Fees. In the event mediation, is unsuccessful, if either Party is then required to obtain legal assistance to enforce its rights under this Agreement, or to collect any monies due hereunder, the prevailing Party shall be entitled to recover from the other Party, in addition to all other sums due, reasonable attorneys’ fees, court costs and expenses, if any, incurred enforcing its rights and/or collecting its monies.
9.5 Force Majeure. Neither Client nor InvolveSoft shall be deemed to be in default of any provision of this Agreement, or for failures in performance, resulting from acts or events beyond its reasonable control. Without limitation, such acts may include acts of God, civil or military authority, terrorists, civil disturbance, war, strikes, fires, other catastrophes, labor disputes, parts shortages, or other events beyond the Parties’ control. If a Party’s non-performance under this section extends for thirty (30) days or longer, the Party affected by such non-performance may terminate this Agreement by providing written notice thereof to the other Party.
9.6 No Waiver. The failure of either Party hereto to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other Party of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the validity of either Party to enforce each and every such provision thereafter. The express waiver by either Party of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.
9.7 Assignment. No Party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party, except that a merger, acquisition, change in control, change of ownership or a majority interest, or the sale of a significant portion of the assets of either Party shall not constitute an assignment or delegation hereunder. Notwithstanding the foregoing, this Agreement will apply to, be binding in all respects upon and inure to the benefit of the successors and permitted assigns of the Parties. Nothing expressed or referred to in this Agreement will be construed to give any Party other than the Parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as shall inure to the successors and assigns of either Party permitted under the first sentence of this section.
9.8 No Third Party Beneficiaries. InvolveSoft and Client intend that this Agreement will not benefit or create any right or cause of action in or on behalf of any person or entity other than the Parties.
9.9 Notices. Any notice or demand required under this Agreement, other than rate adjustment or renewal notices, will be in writing, will be personally served or sent by certified mail, return receipt requested and postage prepaid, or by a recognized overnight carrier which provides proof of receipt, and will be sent to the attention of person(s) at the address listed for you in the Order Form. Any notices you send to InvolveSoft must be to InvolveSoft’s address viewable through Service Website.
9.10 Headings. The headings of the sections and subsections of this Agreement are for reference only and will not affect in any way the meaning or interpretation of this Agreement.
9.11 Severability. In the event that one or more provision of this Agreement is deemed invalid, unlawful and/or unenforceable, then only that provision will be omitted, and will not affect the validity or enforceability of any other provision; the remaining provisions will be deemed to continue in full force and effect.
9.12 Entire Contract; Counterparts. This Agreement (including the Order Form and all exhibits) constitute the entire contract between Client and InvolveSoft regarding the Services to be provided hereunder. Any agreements, promises, proposals, negotiations, or representations (whether written, oral, express, or implied) which are not expressly set forth in this Agreement are of no force or effect. This Agreement may be executed in any number of counterparts, each of which will be deemed to be the original, but all of which shall constitute one and the same document. No amendments to this Agreement will be effective unless made in writing and signed by duly authorized representatives of both Parties. The Parties acknowledge and agree that the execution and delivery of this Agreement by facsimile or e-mail transmission shall be valid and binding.
Exhibit B. Software Subscription Services Specifications
The InvolveSoft platform is a cloud-based service that manages and promotes corporate volunteering. This includes administrative functions, employee communication, connecting employees with nonprofit volunteering opportunities and analytics. The platform enable users to manage the booking process for volunteering events including sourcing, registration and invitations, as well as post-event tracking and reporting, including hours contributed, pictures uploaded, and employee ratings and comments.
Exhibit C. Insurance
Company maintains the following insurance:
1. Professional liability (Errors & Omissions) at $2,000,000 per occurrence and the aggregate.
2. Commercial general liability on an occurrence basis at $1,000,000 per occurrence and $2,000,000 in the aggregate.
3. Cyber insurance at $2,000,000 per occurrence and in the aggregate.