Nonprofit Terms 

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.

By clicking the consent box or creating an e-signature, You affirmatively agree to be bound by this Agreement, the Catchafire Terms of Service, and the Catchafire Privacy Policy. If You are entering into this Agreement on behalf of a company, organization, or another legal entity (an "Entity"), You are agreeing to this Agreement for that Entity and representing to Catchafire that You are an authorized employee or official representative of that Entity and have the authority to bind such Entity and its affiliates to this Agreement, in which case the terms "You", "Your" or related capitalized terms herein shall refer to such Entity and its affiliates.

1. PURPOSE
Catchafire is a company that assists Organizations in finding volunteer talent for professional services. You are an Organization that desires to use Catchafire’s Service. You desire to purchase services from Catchafire, and in doing so agree to the following terms and conditions for receiving the services. This Agreement applies to Catchafire’s Nonprofit Service, as defined in our Terms of Use.
What this means: We are a volunteer matching service that helps You meet Volunteers that you may wish to work with.
2. DEFINITIONS

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
Catchafire agrees to perform all services on a commercially reasonable efforts basis. However, the final provision of any services called for in this Agreement are provided by Catchafire on an "as is" basis. You understand that because of the uncertain nature of recruitment efforts, Catchafire makes no guarantees as to the effectiveness of its services or the reliability of any Matched Volunteers introduced to You. However, Catchafire will not knowingly provide unsuitable Matched Volunteers to You. Furthermore, no change or increase in the scope of services shall be valid unless agreed to in writing by the Parties to this Agreement.
What this means: We will use commercially reasonable efforts in an attempt to provide services to you. However, all services are offered "as-is", although we will not knowingly match you with unsuitable Volunteers.
4. PROJECT INFORMATION
You may access all Project information by logging into Your Catchafire profile.
What this means: All project information can be accessed online.
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
You agree all determinations with respect to the grant of any credits shall be made by Catchafire, including without limitation the size of any credit, and such determinations shall be final and binding on You.
What this means: You may also be entitled to a credit, if you experience a Project Completion Issue or Work Product Issue, subject to certain conditions.
10. CLIENT CONTENT
You represent, warrant, and covenant to Catchafire that: (1) You own all rights, title, and interest in any Client Content provided to Catchafire or Matched Volunteer (2) the Client Content does not infringe on the rights of any third party; (3) You are the owner or has written authorization from the owner for all Client Content provided to Matched Volunteer or Catchafire; (4) You grant to Catchafire and Matched Volunteer a non-transferable limited license during the terms of this Agreement to use the Client Content in accordance with this Agreement; and (5) You, where you represent yourself as a certain class of entity (a nonprofit organization, for example) is complying with any laws which define that class of entity. You agree to indemnify Catchafire for all claims, threats, damages, costs and expenses, including attorneys’ fees incurred by Catchafire as a result of any infringement(s) from use of Client Content, as well as any court costs, disbursements, and other expenses. For any Client Content, You grant Catchafire a non-exclusive, irrevocable license, to use, broadcast, transmit, display, prepare derivative works or otherwise promote the Catchafire Service. Catchafire may, but is not obligated to, create its own advertising materials using Client Content. Catchafire may at its option stop using Client Content upon termination of this Agreement; however termination of this Agreement does not obligate Catchafire to do so. Furthermore, Catchafire is not required to transfer any materials using such Client Content to You upon cancellation or termination of this Agreement.
What this means: You agree that you own or have paid for all Client Content provided to Catchafire or any Volunteers.
11. WORK PRODUCT
For any Work Product delivered to You by a Matched Volunteer, You agree to grant the Matched Volunteer an irrevocable, non-exclusive, non-sublicensable license from You to Volunteer to use Work Product for Matched Volunteer’s portfolio, to advertise Volunteer’s services, or for non-commercial purposes. Matched Volunteer will not otherwise resell, prepare derivative works, re-license, lease, assign, loan or use the Work Product for any other commercial purposes. All Work Product created by a Matched Volunteer shall be deemed a "work for hire" as defined by US Copyright Law. Additionally, upon completion and delivery of any Work Product, You shall receive all title, right, or ownership of the Work Product, as arranged separately between You and Matched Volunteer. You shall be solely responsible for any fees or costs associated with transfer or assignment of any Work Product. Failure to pay for such fees or costs in their entirety may cause You to forfeit any rights or future interests in the Work Product.
What this means: For any Work Product delivered to you, you agree to provide Volunteers a license to use that Work Product subject to certain conditions.
12. NON-CIRCUMVENTION
You agree that the Catchafire matching program is an integral part of the Catchafire service and once You have begun using the Catchafire matching service for any Projects, You will not attempt to circumvent the service by contacting any Volunteers offline or by other means outside of the services provided by Catchafire. You shall notify Catchafire immediately if any Volunteers, Matched or un-Matched, attempt to circumvent the matching process. Failure to abide by this provision is a material breach of this Agreement. You further acknowledge that failure to abide by this provision will cause harm to Catchafire and may result in cancellation or suspension of Your account and access to Catchafire.
What this means: You agree not to attempt to circumvent our service once you have registered. You agree to contact us if a Volunteer is attempting to circumvent our Service.
13. CONFIDENTIAL INFORMATION
You agree not to disclose any Confidential Information received from Catchafire unless compelled to by a court of law.
What this means: You agree that you will not disclose Confidential Information received from Us.
14. NO WARRANTIES
CATCHAFIRE DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES OR ANY PRODUCTS PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT RESTRICTED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREES THAT YOU ARE PURCHASING THE SERVICES "AS IS" WITH ALL FAULTS AND DEFECTS. CATCHAFIRE MAKES NO CLAIMS, EXPRESS OR IMPLIED, THAT YOU WILL BE SUCCESSFUL FINANCIALLY OR EXPERIENCE INCREASED VOLUNTEER PARTICIPATION AS A RESULT OF USING CATCHAFIRE AND RELATED SERVICES. THE RESPONSIBILITY TO PROVIDE PAYMENT TO CATCHAFIRE IS NOT CONTINGENT ON A VOLUNTEER BEING MATCHED WITH YOU EXCEPT IN CASES WHERE SUCH MATCHING IS REQUIRED. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE MATCHED VOLUNTEER IS SOLELY ASSUMED BY YOU.
What this means: Our service is offered "as-is" and we disclaim all express and implied warranties.
15. LIMITATION OF LIABILITY
IN NO EVENT SHALL CATCHAFIRE OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SERVICES OR ANY PRODUCTS PROVIDED UNDER THIS AGREEMENT, EVEN IF CATCHAFIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CATCHAFIRE DISCLAIMS ALL LIABILITY FOR, AND YOU HEREBY AGREE THAT CATCHAFIRE SHALL NOT BE LIABLE FOR ANY (1) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (2) LOSS OF OR DAMAGE TO REPUTATION OF YOU OR ANY THIRD PARTY, (3) LOSS OF INFORMATION OR DATA, (4) USE, INABILITY TO USE, INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE OR SERVICES, (5) CLAIMS THAT A MATCHED VOLUNTEER CAUSED DAMAGE OR HARM TO YOU, (6) DELETION, MISDELIVERY, FAILURE, OR UNTIMELINESS IN POSTING OR STORING ANY INFORMATION, OR (7) MATTERS OTHERWISE RELATED TO YOUR USE OF THE SITE OR SERVICES. Catchafire's liability to You for actual damages for any cause whatsoever, regardless of the form of the action, will be strictly limited to $200 in the aggregate. Subject to the foregoing, If any applicable provisions of law prevent Catchafire from limiting its liability as described in the previous sentence, Catchafire’s liability shall be the minimum applicable liability established by law. You acknowledge and agree that the Service is not guaranteed, the Service may not produce the results desired by You, or the Service may cause undesirable results or ramifications that may result in substantial financial liability to You and/or its affiliates. You agree not to hold Catchafire liable for any changes which may occur to Your reputation as a result of the provision of the Services.
What this means: We limit our liability to the greatest extent possible.
16. INDEMNIFICATION

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 this Agreement or the Catchafire Terms of Use.
  • 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
The validity, construction, and the enforceability of this Agreement shall be governed in all respects by the internal laws of the State of New York of the United States of America, without giving effect to principles of conflicts of laws. Each Party agrees that any suit, action or proceeding brought by such Party against any other party in connection with or arising from this Agreement for damages under $3000 USD shall be brought solely in the court of competent jurisdiction in or nearest to New York County, New York. Any other disputes and claims arising under, or with respect to, this Agreement exceeding $3000 that are not resolved by the affected Parties informally after good faith attempts to do so for ten (10) business days shall be resolved by arbitration before one (1) arbitrator in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The appointing agency shall be the AAA and the arbitrator shall apply New York law to both interpret this Agreement and fashion an award, except with respect to the issue of disputes regarding the scope of disputes or claims that are subject to this Arbitration provision, in which case a three (3) arbitrator panel that does not include the original arbitrator shall be empowered to resolve such disputes regarding the scope of arbitration. Any Party to this Agreement may apply to the arbitrator to seek injunctive relief until an arbitration award is rendered or the controversy is otherwise resolved. Any Party to this Agreement also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that Party, pending the appointment of the arbitrator. The decision or award of the arbitrator shall be final and binding upon all Parties. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction.
What this means: You agree to jurisdiction in the county of New York, NY for all claims and disputes. For any claims of $3000 or greater you agree to arbitration through the AAA.
18. NOTICE
All notices to be provided by Catchafire to You under this Agreement may be delivered in writing (i) by nationally recognized overnight delivery service ("Courier") or US mail to the contact mailing address provided by You on any Form; or (ii) electronic mail to the electronic mail address provided for Your Account owner. You must give notice to us in writing by (i) email addressed to [email protected] or (ii) Courier or US Mail to the following address: Catchafire, Inc., Attn: Legal Department, 31 E 32nd St, 3rd Floor, New York, NY 10016. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
What this means: Catchafire may provide You notice, and You may provide Catchafire notice by email or through regular mail.
19. MISCELLANEOUS PROVISIONS
  • Entire Agreement. This Agreement together constitutes the sole agreement between the Parties, with the exception of Catchafire’s Terms of Use, Catchafire’s Billing and Payment webpages, the Privacy Policy, and the Catchafire Volunteer Services Agreement with the corresponding Matched Volunteer, which are subordinate to this Agreement to the extent that they conflict. Once signed, this Agreement will remain effective until the Services are completed or this Agreement is cancelled or terminated by the Parties or any legal provisions or orders. Any modifications of this Agreement must be in writing and signed by both Parties.
  • 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.
What this means: You agree to the miscellaneous provisions listed within this section.