1. This agreement

These terms are an agreement between Auradonors, LLC, an Oklahoma limited liability company ("Auradonors", "we", "us"), and the organization that subscribes to Auradonors ("you"). The person who accepts them confirms they have authority to bind the organization.

If your organization has signed a written agreement with us for Auradonors, that agreement governs instead of these terms wherever the two differ. If you accepted our beta agreement in the application, these terms replace it from the day your paid subscription begins.

2. The service

Auradonors is a donor management platform provided online ("the service"). Your plan includes the features described for it on our pricing page when you subscribe. We improve the service over time; we will not materially reduce the core features of your paid plan during a period you have already paid for. Every plan includes a sandbox, a copy of your setup for training and testing. Features marked beta or preview are optional, provided as is, and may change or be withdrawn.

3. Your users and accounts

You decide who in your organization may use the service and what each person may see and do.
Each user has their own sign-in and must use two-factor sign-in. Sign-ins may not be shared.
You are responsible for what your users do in the service, and for removing access when someone leaves.
Tell us promptly at [email protected] if you believe an account has been used without permission.

4. Your data

You own the information you and your users put into the service ("your data"). You give us permission to host, copy, process and display your data only as needed to provide the service, keep it secure, and give you support. We do not sell your data, use it to advertise, use it for any other organization, or use it to train artificial-intelligence models. We protect it with appropriate technical and organizational measures, including those our privacy policy describes. We may use aggregated statistics about how the service is used, which identify neither your organization nor any person.

For personal information about your donors, contacts and event guests, you are responsible for it and we process it on your behalf, as our privacy policy describes. The providers we use are listed on our sub-processors page. If you need a signed data processing addendum, email us; once signed, it forms part of these terms.

5. What you are responsible for

Permission to hold and contact people. Having a lawful basis, and any consent required, for the personal information you store and for the messages and mail you send through the service, including under email and privacy laws.
Receipts and tax statements. The service provides tools to produce gift receipts, acknowledgments and year-end statements. You are responsible for their content and for meeting the rules that apply to them, including what a statement says about goods or services received. We do not give tax, legal or accounting advice.
Payments. Gifts and purchases are processed through your own account with a payment processor (such as Stripe or Authorize.Net), under your agreement with that processor. You are the merchant. We never hold or transfer your funds.
Services you connect. Services you connect to Auradonors, such as a payment processor, shipping, sales tax, an email list or an address-change provider, are governed by your agreements with them, including any licence an address-change service requires.
The accuracy of your data, including what you import.

6. Acceptable use

You agree not to, and not to let anyone else:

use the service for anything unlawful, or to send messages people have not agreed to receive where the law requires it;
try to reach another organization's data, or any part of the service you are not permitted to use;
interfere with the service, test its security, or overload it, without our written agreement;
upload malicious code, or reverse engineer the service except where the law allows it;
use the service to build a competing product;
resell or provide the service to anyone outside your organization.

7. Fees and payment

Fees are billed monthly in advance at the price of your plan. Invoices are due within 30 days. If you dispute an invoice in good faith, tell us before it is due; we will not suspend access over the amount in dispute while we resolve it. Fees do not include taxes; you pay any sales, use or similar taxes that apply, other than taxes on our income, unless you give us a valid exemption certificate. Fees already paid are not refundable, except where the law requires or these terms say otherwise. We may change our prices with at least 60 days' notice by email; a change applies from your next billing period after the notice ends, and you may cancel before it does.

8. Cancellation, suspension and ending

Your subscription continues month to month. Each billing period is a month, starting on the day of the month your subscription started (the 28th if it started later in the month). You may cancel at any time; cancellation takes effect at the end of the billing period you have paid for.
We may end your subscription with 60 days' notice. If we stop offering the service altogether, we will give at least 90 days' notice and help you move to another system. We may also end your subscription if you materially breach these terms and do not fix the breach within 30 days of our notice.
You may end your subscription if we materially breach these terms and do not fix the breach within 30 days of your notice. We then refund the fees you paid for the period after it ends.
When your subscription ends, access to the service ends. Fees for the period up to then remain payable.
We may suspend access if an undisputed invoice is more than 30 days overdue and still unpaid 10 days after we tell you, or, to the extent needed, if your use threatens the security of the service or other organizations, or if the law requires it. We will tell you why where we lawfully can, keep a suspension as narrow and short as we can, and restore access when the reason is resolved. Suspension never deletes your data.

9. Your data when the subscription ends

For 90 days after your subscription ends, we will provide a complete copy of your data on request, at no charge, within 10 business days: a database copy in a standard format (without your users' passwords and two-factor secrets), spreadsheet files of your contacts, gifts, recurring gifts, events and other records, and the files attached to contacts, delivered through secure download links. Within 30 days after those 90 days, we delete your data from our systems. Copies in our providers' backups, logs and email records expire within 90 days after that. We confirm the deletion with a written certificate. If your organization hosts its own database, your data stays on your server and you control it; we delete the connection details we stored.

10. Support and availability

We provide support at the level your plan includes. We work to keep the service available and to schedule maintenance at quiet times, with notice where we can. Unless we have agreed a service level with you in writing, we do not promise any particular availability. Our staff may sign in as one of your users only to give support you have asked for, or to keep the service secure and running; each such session is recorded and visible to your administrators.

11. Confidentiality

Each of us will keep the other's non-public information confidential, use it only for the purposes of this agreement, and protect it with at least reasonable care. This does not cover information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is received lawfully from someone else. Either of us may disclose information when the law requires, after giving the other notice where allowed. These obligations continue for three years after the agreement ends, and for as long as the information remains a trade secret or is your data.

12. Our service and your feedback

We own the service, including its software, design and documentation, and everything we build into it, including capabilities built at your request. These terms give you the right to use the service during your subscription; they do not transfer ownership of it. If you send us ideas or feedback, we may use them without obligation to you.

13. Warranties and disclaimers

We warrant that the service will perform materially as our user guide describes, and that we will not materially reduce its security during a period you have paid for. If it does not, tell us; if we cannot fix it within 30 days of your notice, you may cancel and receive a refund of fees paid for the period after cancellation. That is your remedy for a breach of this warranty. Each of us confirms that it has authority to enter into these terms and will comply with the laws that apply to it.

Except as these terms expressly state, the service is provided "as is" and "as available", and to the extent the law allows we disclaim all other warranties, express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not promise that the service will be uninterrupted or free of errors, or any fundraising, tax or legal result, and we are not responsible for services you connect or for a database your organization hosts itself.

14. Limitation of liability

To the extent the law allows, neither of us is liable to the other for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, donations or goodwill, even if told they were possible. Each party's total liability arising out of or related to this agreement is limited to the fees you paid and owed us in the 12 months before the event that gave rise to the claim. For a breach of our obligations to protect your data (section 4 and any signed data processing addendum), a breach of section 11 by either of us, or our obligations under section 15, the limit is two times that amount, and neither of us is liable for more than two times that amount in total for all claims.

These limits do not apply to your obligation to pay fees, to your obligations under section 15, to either party's fraud, gross negligence or wilful misconduct, or to liability that cannot be limited by law. The exclusion of indirect damages does not apply to amounts a party must pay a third party under section 15.

These limits apply to every kind of claim, including in negligence, and even if a remedy fails of its essential purpose. Our fees reflect this allocation of risk.

15. Claims by others

We will defend you against any claim by a third party that the service, as we provide it, infringes a United States patent, copyright or trademark or misappropriates a trade secret, and pay the damages, costs and reasonable legal fees finally awarded against you or agreed in a settlement we make. If such a claim is made, or we believe it may be, we may change the service so it does not infringe, obtain the right for you to keep using it, or end your subscription and refund fees paid for the period after it ends. We have no obligation for a claim arising from your data, from services you connect, from a combination or change we did not make, from use of the service in breach of these terms, or from continued use after we provide a non-infringing alternative. This paragraph states our whole responsibility, and your only remedy, for infringement claims.

You will defend us against any claim by a third party arising from your data (including whether you had the right to collect and use it), your messages and mailings, a service you connect, or your use of the service in breach of these terms or the law, and pay the damages, costs and reasonable legal fees finally awarded against us or agreed in a settlement you make.

The party being defended must tell the other promptly (a delay matters only to the extent it harms the defence), let it control the defence and settlement, and give reasonable help at the defending party's expense. It may take part with its own lawyers at its own cost. No settlement may admit fault for the defended party, or impose an obligation on it other than a payment the defending party makes, without its consent, which it will not unreasonably withhold.

16. Publicity

We will not use your organization's name or logo, or say that you are a customer, without your permission.

17. Changes to these terms

We may update these terms. We will email you about material changes at least 30 days before they take effect. If you do not agree, you may cancel before then; otherwise the updated terms apply from that date. A change does not apply to a dispute that arose before it took effect.

18. Governing law

These terms are governed by the laws of the State of Oklahoma, without regard to its conflict-of-law rules. The state and federal courts located in Tulsa County, Oklahoma have exclusive jurisdiction over any dispute, and each of us agrees to their jurisdiction. Either of us may ask any court for an injunction to protect its confidential information or intellectual property. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19. General

These terms, your order and any signed addendum are the whole agreement between us about the service. Terms in a purchase order, supplier portal or similar document do not apply, even if we accept or sign it.
Neither of us may assign this agreement without the other's consent, except to a successor to all or most of its business that agrees to be bound by it.
Neither of us is liable for a delay caused by events beyond its reasonable control, other than a failure to pay.
Notices to you go to the email address of your account's administrator; notices to us go to [email protected].
If a provision is unenforceable, it is limited to the minimum extent needed and the rest of these terms still apply. Not enforcing a provision is not a waiver of it.
We are independent contractors. Your donors and users are not third-party beneficiaries of these terms.
Each of us will comply with United States export control and sanctions laws in connection with the service.
"Including" means including without limitation. Headings are for convenience only.
Sections 4, 7 (for fees owed), 9, 11, 12, 13, 14, 15, 18 and 19 survive the end of the agreement.

20. Contact

Auradonors, LLC, [email protected].

Terms of service