CharityLogic Service User Agreement
Last updated October 2011
BY SIGNING ON TO THE SERVICE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF CHARITYLOGIC’S SERVICE CALLED “ICAROL” ATTACHED HERETO (THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (THE "ORGANIZATION"), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT SIGN ON TO ICAROL AND/OR USE THE SOFTWARE IN ANY WAY.
License Grant and Restrictions
CharityLogic hereby grants you a non-exclusive, non-transferable right to use the Service subject to the terms and conditions of this Agreement, solely for your own internal business purposes and solely in conjunction with valid user subscriptions to iCarol.com. All rights not expressly granted to you in this agreement are reserved by CharityLogic. CharityLogic reserves the right to change the terms of this Agreement by notifying you or by posting new or amended terms on this website.
You may not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way or reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
You shall not provide any other organization or entity access to the Service without written consent from CharityLogic. CharityLogic shall be the sole arbiter of what defines the Organization to whom this license is granted, regardless of any assumptions or definitions you may make.
Duration of License
You may access the Service in accordance with these terms so long as you are deemed by CharityLogic to be in good standing. Unless granted free use explicitly by CharityLogic, usage requires an Account paid in full.
You are entirely liable for all activities conducted by anyone affiliated with your organization, regardless of the manner of their affiliation to your organization. You may permit another individual in the same organization to use the Service, whether that person is given access by you, another member of your organization, or by CharityLogic, subject to the following limitations: You must agree to (1) supervise the other individuals use of the Service, (2) assume any and all resulting liabilities of such use, including responsibility for any and all content created or accessed on the Service or the Internet, and (3) acknowledge that the decision to allow another individual to use the Service is made by you and not CharityLogic. You may not permit usage of the account by individuals in another organization, including any parent, subsidiaries, or affiliates; they must obtain their own separate account.
You agree that you or any member of your organization may upload software files, message boards, or otherwise transmit on or through the Service only Content that (1) is not subject to any Rights, or (2) any holder of Rights has given express authorization for distribution on the Service. You represent that if you upload any files, you have the legal authorization to do so. You also permit any authorized user to access, display, view, store and reproduce the Content for personal use. Subject to the foregoing, the owner of Content placed on the Service retains any and all Rights that may exist in such Content.
Your Organization retains ownership of the Content entered into the Service for your Organization. If your Organization's Account is terminated by you or by CharityLogic, CharityLogic may delete your Content from the system.
CharityLogic may combine your Content with other Organizations' Content to produce aggregate information and reports to be made available to third parties. In these cases, CharityLogic will not reveal information that specifically identifies your staff, volunteers or clients without explicit permission from the Organization.
You grant CharityLogic permission to view and use your Content for the purposes of operating, maintaining and improving the Service.
CharityLogic may subcontract all, or any part of, the delivery and support of the Service without your consent. Any subcontracting shall not in any way modify the other terms of this Agreement.
An organization deemed by CharityLogic to be an account in good standing is entitled to identify up to five inidividuals, called Support Contacts, who are permitted to have direct access to the iCarol support team. All other individuals in the organization should refer to a Support Contact at their organization for all questions or issues.
The person at your organization entitled to identify these Support Contacts is the person listed on the most current invoice or payment document. This person may change the list of Support Contacts at most every thirty days, by notifying CharityLogic in written or electronic mail format, using the most recently posted contact information on the iCarol.com website.
Support inquiries must be made using the most recent email address or phone number posted on the iCarol.com website. CharityLogic shall make commercially reasonable efforts to respond to inquiries made by a Support Contact within one business day, unless the inquiry is to notify CharityLogic about an application outage, in which case a response will be less than one calendar day.
Intellectual Property Ownership
CharityLogic alone shall own all right, title and interest, including all related intellectual property rights, in and to the Service and any modifications, derivative works, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party to CharityLogic relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service or the intellectual property rights owned by CharityLogic. The CharityLogic and iCarol names, the CharityLogic and iCarol logo, and the product names associated with the Service are trademarks of CharityLogic, and no right or license is granted for you to use them.
The Service will store and display your first name, last name, email address and the shifts you have signed up for, for the purposes of the Organization to which you are affiliated. This Information, and any other Information you choose to provide in the Service, either directly by your own action or indirectly through the actions of your Organization or CharityLogic, may also be shared with other users of the Service. CharityLogic will not share your personally identifiable Information with entities other than your Organization without your written consent, unless such entities are engaged in activities directly related to the operation and support of the Service. You are solely responsible for removing your Information from the system, either by your direct actions or by notifying your Organization and CharityLogic in writing of your desire to have your Information removed.
Termination for Cause
Any breach of this Agreement or unauthorized use of the Service will be deemed a material breach of this Agreement. CharityLogic, in its sole discretion, may terminate your use of the Service if you breach or otherwise fail to comply with this Agreement. Termination will take effect 30 days after the notice of termination is sent, unless CharityLogic deems the breach to have been in any way harmful in intent or effect to any aspect of the Service or to the people and entities using the Service, in which case CharityLogic may terminate your use of the services immediately and at its sole discretion.
You may terminate your membership at any time. This is your sole right and remedy with respect to any dissatisfaction with the Service, including, but not limited to, (1) any term, policy or practice of CharityLogic in operating the Service, (2) Content available through the Service or change therein, or (3) any amount or type of fees, surcharges, billing methods, or change therein. You can terminate your membership by delivering notice to CharityLogic’s Customer Service Department at 1-416-907-4354, or by email at support@iCarol.com. Your termination will take effect within a reasonable time after CharityLogic’s receipt of your notice as described above.
Usage of the 2-1-1 Taxonomy
If your agency asks and we have enabled use of the 2-1-1 Taxonomy (officially referred to as "A Taxomony of Human Services: A Conceptual Framework with Standardized Terminology and Definitions for the Field"), you agree to the following conditions:
- Your organization will maintain a current subscription with the Information and Referral Federation of Los Angeles Inc. doing business as 211 of LA County (hereafter referred to as 211 of LA County), and that you will provide evidence to CharityLogic Inc. upon request that your subscription is current.
- CharityLogic may from time to time report to 211 of LA County, that we have provided access to their 2-1-1 Taxonomy within iCarol to your organization.
- You are only granted a non-exclusive, non-transferrable right to use the 2-1-1 Taxonomy in iCarol for your own business purposes. You may only use the incorporated 2-1-1 Taxonomy in iCarol for so long as you are a subscriber to the Taxonomy with 211 of LA County. Your use of the 2-1-1 Taxonomy with and as incorporated into iCarol is governed by, and subject to, your subscription agreement with 211 of LA County.
- You are prohibited from reproducing any element of the 2-1-1 Taxonomy, except as may be expressly provided in your agreement with 211 of LA County, and from any sublicensing, timesharing, rental, facility management or service bureau usage of the 2-1-1 Taxonomy.
- 211 of LA County reserves and retains all right, title and interest (including, without limitation, all intellectual property rights), in and to the 2-1-1 Taxonomy, and all copies thereof.
- CharityLogic and 211 of LA County shall not be liable for any special, indirect, consequential or incidental damages arising out of usage or distribution of the 2-1-1 Taxonomy.
- The 2-1-1 Taxonomy contains the copyrights, proprietary and confidential information of 211 of LA County. You agree to maintain the 2-1-1 Taxonomy in confidence and shall protect the 2-1-1 Taxonomy with at least the same degree of care with which you protect your own similar proprietary information (but in no event no less than reasonable care).
- You are hereby notified that the Information and Referral Federation of Los Angeles Inc. doing business as 211 of LA County, a non-for-profit corporation, is a third-party beneficiary to this agreement and that the provisions of this agreement related to the 2-1-1 Taxonomy are made expressly for the benefit of 211 of LA County and are enforcable by 211 of LA County and CharityLogic Inc.
CharityLogic provides the Service on a commercially reasonable basis and does not guarantee that Organizations will be able to access the service at a time or location of their choosing. We warrant that the Service shall perform materially in accordance with our documentation. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. For any breach of warranty, Your exclusive remedy shall be as provided in the Termination for Cause section of these terms.
Limitation of Liability
Under no circumstances shall CHARITYLOGIC, its employees, affiliates or contractors be liable for damages that result in any way from any use of your account or the Service or your inability to use the Service or that result from mistakes, omissions, interruptions, deletion of information, errors, defects, delays in operation or transmission, or any failure of performance.
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LESSER OF $10,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 3 MONTHS PRECEDING THE INCIDENT. WHEN CALCULATING THIS AMOUNT ANY PAYMENTS FOR ONE-TIME SETUP FEES, CUSTOM PROJECTS, OR ANY OTHER ACTIVITY OTHER THAN YOUR STANDARD SUBSCRIPTION SHALL BE EXCLUDED.
Exclusion of Consequential and Related Damages
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
This Agreement shall be governed by California law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the
state and federal courts located in California. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The failure of CharityLogic to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by CharityLogic in writing. This Agreement is the entire agreement between you and CharityLogic and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.