Last Modified May 2, 2018
PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
This is a contract between you (the Customer) and us (360Alumni). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are so important though that we cannot provide these services unless you agree to them. By using the Subscription Service or receiving the Consulting Services, you are agreeing to these terms.
We periodically update these terms and if you subscribe to our product, we will let you know when we do via email.
“Agreement” means these Customer Terms of Service and all materials referred or linked to in here.
“Billing Period” means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Subscription Service for a one (1) year Initial Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
“Confidential Information” means all information provided by you or us (“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.
“Consulting Services” means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.
“Customer Materials” means all materials that you provide or post, upload, input or submit for public display through the Subscription Service.
“Order Form” or “Order” means the 360Alumni-approved proposal, contract or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services. Most Orders are completed through direct purchase from a 360Alumni representative. The purchase form may be referred to as a “Statement of Work” if you are purchasing only Consulting Services.
“Subscription Fee” means the amount you pay for the Subscription Service.
“Subscription Term” means the Initial Subscription Term and all Renewal Subscription Terms.
“Third-Party Products” means embedded or non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service. These products and services include non-360Alumni apps available from, for example, our alumni map, the login page, the email marketing features, and any payment processing pages.
“Users” means your constituents, employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service and have unique user identifications and passwords for the Subscription Service.
“You”, “your” or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable billing statement, online subscription process, Order Form or Statement of Work as the customer.
2. The Subscription Service
a. Access. During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement.
b. Pricing. If we make modifications to our Pricing that would negatively impact you, these modifications will not apply to you until the start of your next Renewal Subscription Term. On renewal, the current product usage limits on our Pricing Page will apply to your subscription, unless you and we otherwise agree.
c. Refunds. 360Alumni will refund any donation, event ticket sale, or other e-commerce transaction made by a user or administrator in the platform up to 120 days later. After 120 days, refunds will be issued directly to the client by ACH or check only in the case of a 360Alumni error.
d. Modifications. We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Subscription Service that materially reduce the functionality of the Subscription Service provided to you during the Subscription Term. We might provide some or all elements of the Subscription Service through third party service providers.
e. Additional Features. You may subscribe to additional features of the Subscription Service by agreeing to a new Order Form.
3. Customer Support
Support is included in your Subscription Fee. Phone support for the Subscription Service is available 8AM to 8PM Eastern Time (GMT-5), Monday through Friday, excluding US national holidays. We accept email and webform support questions 24 Hours per Day x 7 Days per Week at http://360alumni.com/contact. Responses are not guaranteed outside of phone support hours. We attempt to respond to webform support questions within one business day; in practice, our responses are generally much faster.
4. Consulting Services
You may purchase Consulting Services through an Order Form or Statement of Work. Fees for these Consulting Services are in addition to your Subscription Fee. If you purchase Consulting Services that recur, they will be considered part of your subscription and will renew in accordance with the ‘Renewal Subscription Term’ section below. Unless otherwise agreed, all Consulting Services are performed remotely.
For Consulting Services performed on-site, you will reimburse us our reasonable cost for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice.
If there are a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the “Expiration Period”). If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the “Delivery Period”). If the Consulting Services provided are not complete at the end of the Delivery Period due to your failure to make the necessary resources available to us or to perform your obligations, such Consulting Services will be deemed to be complete at the end of the Delivery Period. If the Consulting Services provided are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations, the Delivery Period will be extended to allow us to complete such Consulting Services.
We might provide some or all elements of the Consulting Services through third party service providers. Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.
5. Subscription Term and Renewal
a. Initial Subscription Term. Unless otherwise noted, agreement shall commence upon the date of signing and expire at the end of the period selected during the subscription process (“Initial Subscription Term”).
b. Renewal Subscription Term. Unless one of us gives the other written notice that it does not intend to renew the subscription, this Agreement will automatically renew for the shorter of the Initial Subscription Term or one year (“Renewal Subscription Term”). Written notice of non-renewal must be sent no more than ninety (90) days but no less than forty-five (45) days in advance of the end of the Subscription Term, unless otherwise set forth in your Order Form. The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the renewal pricing provided for in your Order Form or, if not specified in the Order Form, on our standard pricing. Should you decide not to renew, you may send the notice of non-renewal by email to email@example.com.
c. End of Subscription Term. The Subscription Term will end on the expiration date and cannot be canceled before its expiration.
6. Termination, Suspension and Expiration
This Agreement may be terminated by either party at any time upon a material breach of this Agreement (including failure to make any payments on a timely basis), that is not remedied by the party in breach within thirty days after receiving notification from the other party. 360Alumni may immediately terminate this Agreement for violation of “Unlawful Use” Section below. In addition, Client may immediately terminate this Agreement if, at any time (1) 360Alumni is no longer able to provide the level of network services provided for under this Agreement; (2) any breach of network security occurs; or (3) 360Alumni breaches any obligation of conﬁdentiality created under this Agreement. Termination of the agreement does not entitle the client to reimbursement of prepaid subscription fees.
Upon the termination of this Agreement, 360Alumni shall cease to host the Services for Client. 360Alumni will promptly provide and/or return any transaction data, user information, and any other works, information, data, records or ﬁles which belong to Client as long as they are requested in writing within 30 days of termination.
7. Rights & Permissions
Client shall have the right of approval of any changes or additions to the Services. Client shall have sole responsibility for securing any needed rights or permissions from any third party for any Content and for the use of any third-party facility or link. 360Alumni shall have the sole responsibility for securing any necessary rights or permissions from any third party regarding the use of third-party software and any feature capabilities of the software structure.
The Content, provided such items and/or materials are not available in the public domain, including all screen designs, characters, artwork, graphics, text, audio-visual components, logos, and/or materials provided to 360Alumni by Client under this Agreement shall be the exclusive property of Client, which shall have sole responsibility for any third- party claims of intellectual property infringement relating thereto. Client’s Content rights do not include any rights to 360Alumni’s servers, facilities, or property.
9. 360Alumni Property & Assignment of IP
360Alumni will be the exclusive owner of any pre-existing materials that 360Alumni holds title to or has licensed from a third party and which is used in connection with the operation, maintenance, hosting or design of the Services (the “360Alumni Property”). 360Alumni Property includes all computer programs, software, data, equipment, methods of doing business, design methods and all copyrights, trademarks and patent rights associated therewith provided by 360Alumni under this Agreement in connection with the development, hosting, operation, and maintenance of the Services. 360Alumni maintains total and exclusive ownership of all intellectual property pertaining to the development and implementation of the 360Alumni platform.
10. Data Ownership & Use
All transactional data and other member or user information received by or collected from Services provided by 360Alumni shall be the property of Client, subject to a revocable, limited, non-assignable license to use such information solely for 360Alumni’s internal use and to assist Client in evaluating Service performance, developing customer or user information or other data requested by Client.
11. Unlawful Use
360Alumni Services may be used only for lawful purposes. Any posting or transmission of data in violation of state or federal law by Client, its members or any users is strictly prohibited. This includes, but is not limited to, data that is threatening, obscene, indecent, defamatory, discriminatory or which belongs to a third party. It also includes the posting or transmission of data in violation of export control laws. Client agrees to indemnify and hold 360Alumni harmless from any claims by third parties resulting from Client’s or its Member’s use of the Services. In addition, 360Alumni may immediately terminate this Agreement if any data, information or statements are posted on or transmitted on, through or related to Services which is reasonably deemed by 360Alumni to be threatening, obscene, indecent, defamatory, discriminatory or otherwise violates rights of third parties or law.
12. Warranty Disclaimer
Except as provided herein, the parties make no other warranties of any kind, either express or implied. 360Alumni shall have no liability or responsibility for content on the services provided by the client.
13. Limitation of Liability
Neither party’s liability to the other arising out of or related to this agreement will exceed the total cost of the service. Liabilities limited by the preceding sentence include, without limitations, liability for negligence. To the extent allowed by law, in no event will either party be liable to the other for any consequential, indirect, special, incidental or punitive damages, regardless of the form of action, whether in an agreement, tort, strict product liability or otherwise, even if advised of the possibility of such damages and even if the damages were foreseeable. The limitations in this section do not apply to: (a) any infringements of third-party intellectual property or (b) gross negligence.
14. Service Interruptions
We try to make the Subscription Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance. Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Site or Product..
15. Billing Disputes
Billing for services will commence upon execution of this contract. Client may dispute an invoice for reasonable cause if Client notiﬁes 360Alumni within 15 working days from receipt of the invoice. No invoice shall be disputed on the basis of minor or technical defects. To the extent allowed by law, client shall reimburse 360Alumni upon demand for all reasonable costs incurred (including reasonable attorneys’ fees) in collecting past due amounts owed by Client. Such costs shall accrue interest from the date ﬁrst due.
a. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
b. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
c. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
d. Compliance with Laws. We will comply with all U.S. state and federal laws in our provision of the Subscription Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Subscription Service and Consulting Services, including any applicable export laws. You must comply with all laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Subscription Service or Consulting Services to prohibited countries or individuals or permit use of the Subscription Service or Consulting Services by prohibited countries or individuals.
e. Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
g. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
h. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
i. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.
j. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
k. Survival. The following sections in the ‘General Terms’ shall survive the expiration or termination of this Agreement: ‘Definitions’, ‘Unlawful Use’, ‘Warranty Disclaimer’, ‘Limitation of Liability’, ‘Termination, Suspension and Expiration’, and ‘General’.
l. Precedence. In the event of a conflict between the terms of this Agreement and an Order Form or Statement of Work, the terms of the Order Form or Statement of Work shall control, but only as to that Order Form or Statement of Work.