THIS SERVICE AGREEMENT ("AGREEMENT") CONSTITUTES A CONTRACT BETWEEN YOU (THE CUSTOMER) AND CATCHAFIRE RELATING TO THE SERVICES TO BE PROVIDED TO YOU IN CONNECTION WITH A PAID SUBSCRIPTION TO THE SERVICE.
When used in this Agreement with the initial letters capitalized, in addition to terms defined elsewhere in this Agreement, the following terms have the following meanings:
- "Account" means all Catchafire accounts or instances created by or on behalf of You or its Users within the Service.
- "Billing Period" means the period for which you agree to prepay fees, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Catchafire Service for a one (1) year Initial Subscription Term, with a one (1) month upfront payment, the Billing Period will be one (1) month.
- "Catchafire" means Catchafire, Inc., a Delaware corporation. In this Agreement, Catchafire may also be referred to through the use of "We", "Our", or "Us".
- "Confidential Information" means information that is marked "confidential" or "proprietary" or information that a reasonable person would understand to be confidential.
- "Client Content" means all materials, designs, copyrighted works, content or products provided by You to Catchafire or Matched Volunteer.
- "Form" means any Catchafire generated service order form executed or approved by You with respect to Your subscription to the Service, which form may detail, among other things, the number of Projects you may be matched on at any time under Your subscription to the Service and the Service Plan applicable to Your subscription to the Service.
- "Matched Volunteer" means a volunteer that has been matched with You through the Catchafire Service and who has agreed to undertake a Project for You.
- "Organization" means a nonprofit organization, charity, for-profit social enterprise, or other organization.
- "Project" means a volunteer engagement with a pre-defined scope and deliverables.
- "Project Completion Issue" means a failure on the Matched Volunteer’s part to complete the Work Product agreed to at the start of the Project despite reasonable best efforts made by You to manage the Matched Volunteer. Reasonable best efforts with respect to volunteer management include but not are limited to: (i) timely responses and communication throughout the life of the Project, (ii) appropriate behavior towards the Volunteer, and (iii) not materially changing the scope of the Project after it begins.
- "Service" means the Catchafire volunteer matching service and tools provided by Catchafire, which may include creating Project listings, assisting you in finding a Matched Volunteer, and providing Project support post-match. Any new or modified features added to or augmenting the Service or updates or enhancements to the Service ("Updates") are also subject to this Agreement and We reserve the right to deploy Updates at any time.
- "Service Plan" means the service plan and the functionality and services associated herewith (as detailed on the Site) for which You subscribe.
- "Site" means www.catchafire.org
- "Software" means software provided by Catchafire through the internet that allows You to use any functionality in connection with the Service.
- "Subscription Term" means the Initial Subscription Term and all Renewal Subscription Terms.
- "Volunteer" means any prospective volunteer(s) who may wish to work with You.
- "Users" means Your employees, representatives, consultants, contractors or agents who are authorized to use the Service through Your Account as an agent and/or administrator as identified through a unique login.
- "Work Product" means any services or material created by the Matched Volunteer for You, including but not limited to copyrightable works, tools, systems, strategic plans, marketing plans, business assessments, implementations, services, advice, consultations.
- "Work Product Issue" means a failure on the Matched Volunteer’s part to deliver a Work Product of sufficiently high quality despite reasonable best efforts made by You to manage the Matched Volunteer. Reasonable best efforts with respect to volunteer management include but not are limited to: (i) timely responses and communication throughout the life of the Project, (ii) appropriate behavior towards the Volunteer, and (iii) not materially changing the scope of the Project after it begins.
What this means: We have some definitions that you’ll need to understand in order to read through this Agreement.
3. SCOPE AND PERFORMANCE
4. PROJECT INFORMATION
5. FEES AND PAYMENTS
- Subscription Fees. Unless otherwise indicated on a Form referencing this Agreement, all Subscription Fees associated with Your access to and use of the Service are due in full upon commencement of Your Initial Subscription Term. If You fail to pay Your Subscription Fees or fees for other services indicated on any Form referencing this Agreement within five (5) business days of Our notice to You that payment is due or delinquent, or if You do not update payment information upon Our request, in addition to Our other remedies, We may suspend or terminate access to and use of the Service by You and Your Users.
- Payment by Credit Card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable at the beginning of the Initial Subscription Term and all subsequent Billing Periods. Catchafire uses a third party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information except to process Your credit card information for Catchafire. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
- Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Service. You shall have no liability for any taxes based upon our gross revenues or net income.
What this means: You agree to specific billing and payment provisions when using our service.
6. SUBSCRIPTION TERM AND RENEWAL
- Initial Subscription Term. The initial subscription term shall begin on the effective date of your Subscription and expire at the end of the period selected during the subscription process ("Initial Subscription Term").
- 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 month ("Renewal Subscription Term"). Written notice of non-renewal must be sent no more than ninety (90) days but no less than seven (7) days in advance of the end of the Subscription Term. The Renewal Subscription Term will be on the current terms and conditions of this Agreement. Unless otherwise provided for in any Form, the Subscription Fees applicable to Your subscription to the Service for any such subsequent Subscription Term shall be Our standard Subscription Fees for the Service Plan to which You have subscribed as of the time such subsequent Subscription Term commences.
- End of Subscription Term. The Subscription Term will end on the expiration date and cannot be canceled before its expiration.
What this means: Your Initial Subscription Term begins on the effective date of your Subscription and expires at the end of the period you selected during the subscription process. Your Renewal Subscription Term will be equal to whatever’s shorter -- Your Initial Subscription Term or one (1) month. Your Subscription will end on the expiration date and cannot be canceled before then.
7. CANCELLATION AND TERMINATION OF SERVICES
- No refunds or credits for Subscription Fees or other fees or payments will be provided to You if You elect to terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term. Following the termination or cancellation of Your subscription to the Service and/or Account, We reserve the right to delete all Your Data in the normal course of operation. Your Data cannot be recovered once Your Account is cancelled.
- If You terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term or We effect such termination or cancellation pursuant to 7.3, in addition to other amounts You may owe Catchafire, You must immediately pay any then unpaid Subscription Fees associated with the remainder of such Subscription Term. This amount will not be payable by You in the event You terminate Your subscription to the Service or cancel Your Account as a result of a material breach of this Agreement by Catchafire, provided that You provide advance notice of such breach to Catchafire and afford Catchafire not less than thirty (30) days to reasonably cure such breach.
- Catchafire reserves the right to modify, suspend or terminate the Service (or any part thereof), Your Account or Your and/or Your Users’ rights to access and use the Service, and remove, disable and discard any of Your Data if We believe that You or Your Users have violated this Agreement. Unless legally prohibited from doing so, Catchafire will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. Catchafire shall not be liable to You, Your Users, or any other third party for any such modification, suspension or discontinuation of Your rights to access and use the Service. Any suspected fraudulent, abusive, or illegal activity by You, Agents or End Users may be referred to law enforcement authorities at Our sole discretion.
What this means: You may terminate this Agreement by sending us written notice. Catchafire may terminate this Agreement by providing written notice.
8. PROJECT COMPLETION ISSUES AND WORK PRODUCT ISSUES
- Credits for Project Completion Issue(s) or Work Product Issue(s). If You suffer either a Project Completion Issue or a Work Completion Issue on an individual Project, Catchafire agrees, at its discretion, to either (i) use its reasonable best efforts to find you a new Matched Volunteer to complete the Project (or a different Project of your choosing), or (ii) credit You for additional month(s) of membership equal in duration to the amount of time that you suffered either a Project Completion Issue or Work Product Issue. The maximum allowable credit is 3 months.
- Conditions to Claim a Project Completion Issue or Work Product Issue Credit. Only You may submit a claim for a Project Completion Issue or Work Product Issue. You agree that Catchafire has the sole discretion in granting credits for either a Project Completion Issue or Work Product Issue. You must also meet the following conditions:
- Upon discovery, You must immediately provide notice to Catchafire of the Project Completion Issue or Work Product Issue and provide Catchafire with information about the Project Completion Issue or Work Product Issue and respond to any additional requests for information or cooperation.
- You must not have directly or indirectly caused the Project Completion Issue or Work Product Issue.
- You must have used reasonable best efforts to try to remedy the circumstance of the Project Completion Issue or Work Product Issue prior to making a claim.
9. CATCHAFIRE DECISION MAKING FOR CREDITS
10. CLIENT CONTENT
11. WORK PRODUCT
13. CONFIDENTIAL INFORMATION
14. NO WARRANTIES
15. LIMITATION OF LIABILITY
You agree to defend, indemnify and hold harmless Catchafire, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:
- Your use and access to the Catchafire Service.
- Your violation of any laws or regulations of the United States.
- Any claim that Your actions caused harm or injury to a third party.
You also agree that it has a duty to defend Catchafire against such claims and Catchafire may require You to pay for an attorney(s) of Catchafire’s choosing. Catchafire agrees that this indemnity extends to requiring You to pay for Catchafire’s reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, Catchafire may elect to settle with the party/parties making the claim and You shall be liable for the damages as though the claim had proceeded with a trial.
What this means: You agree to indemnify us for your use of the Catchafire Service and for any claims that your actions may have harmed a third party.
17. APPLICABLE LAW, JURISDICTION, AND ARBITRATION
19. MISCELLANEOUS PROVISIONS
- Severability. If any provision in this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. If any provision is held invalid or unenforceable with respect to particular circumstances, it nevertheless shall remain in full force and effect in all other circumstances.
- Modification. The failure of Catchafire to enforce strictly any term, right or condition of this Agreement shall not be construed as a waiver of such term, right or condition. No provision of this Agreement shall be deemed waived, amended, or modified by either Party unless such waiver, amendment, or modification is in writing and signed by the Party against whom enforcement of the waiver, amendment or modification is sought to be enforced. This Agreement shall become effective on the date it is executed by both Parties.
- Assignment. Neither Party may assign this Agreement or all or any portion of its rights herein without the prior written consent of the other Party; provided, however, that in the event of a sale of the Catchafire’s business in whole or in part, the Catchafire has the right to transfer or assign its rights hereunder to the acquiring party the extent the obligations under this Agreement are assumed by the assignee of such this Agreement.
Survival. Any provision that would reasonably be expected to survive the termination of this Agreement shall survive and remain in full force.
- Survival. Any provision that would reasonably be expected to survive the termination of this Agreement shall survive and remain in full force.
- "What It Means" clarifiers. The "What It Means" clarifiers are only intended to help assist in the readability of this Agreement. The "What It Means" provisions are not part of the Agreement, are not intended to clarify or assist in interpreting any provision in this Agreement, and do not impart any binding or contractual obligations or responsibilities to either Party.