These Terms of Service (“Terms”) govern your access to and use of our services, including our various websites, SMS, APIs, email notifications, applications, buttons, widgets, ads, commerce services, and our other services that link to these Terms (collectively, the “Services”), and any information or other materials or arrangements of materials uploaded, downloaded or appearing on the Services (collectively referred to as “Data”). By using the Services you agree to be bound by these Terms.

1. Who May Use the Services

You must be an employee of, contract worker for, or otherwise represent a 501(c)(3) non-profit organization to use the Services. You may use the Services only if you agree to form a binding contract with TrueNCOA and are not a person barred from receiving services under the laws of the applicable jurisdiction. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so.

Internal Revenue Service Exemption Requirements - 501(c)(3) Organizations

To be tax-exempt under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3), and none of its earnings may inure to any private shareholder or individual. In addition, it may not be an action organization, i.e., it may not attempt to influence legislation as a substantial part of its activities and it may not participate in any campaign activity for or against political candidates.

Organizations described in section 501(c)(3) are commonly referred to as charitable organizations. Organizations described in section 501(c)(3), other than testing for public safety organizations, are eligible to receive tax-deductible contributions in accordance with Code section 170.

The organization must not be organized or operated for the benefit of private interests, and no part of a section 501(c)(3) organization's net earnings may inure to the benefit of any private shareholder or individual. If the organization engages in an excess benefit transaction with a person having substantial influence over the organization, an excise tax may be imposed on the person and any organization managers agreeing to the transaction.

Section 501(c)(3) organizations are restricted in how much political and legislative (lobbying) activities they may conduct. For a detailed discussion, see Political and Lobbying Activities. For more information about lobbying activities by charities, see the article Lobbying Issues; for more information about political activities of charities, see the FY-2002 CPE topic Election Year Issues.

2. Privacy

Our Privacy Policy  describes how we handle the information you provide to us when you use our Services. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the storage, processing and use by TrueNCOA and its affiliates.

3. Data on the Services

You are responsible for your use of the Services and for any Data you provide, including compliance with applicable laws, rules, and regulations.

Any use or reliance on any Data shared via the Services or obtained by you through the Services is at your own risk. We guarantee the completeness, truthfulness, accuracy, or reliability of any Data distributed via the Services accurately reflects what was provided by our service partner.

You retain your rights to any Data you submit or upload, post or display on or through the Services. What’s yours is yours — you own your Data.

All data uploaded to TrueNCOA through https://app.truencoa.com is secured using 256-bit HTTPS TLS encryption, the same level as online banking. Uploaded data is physically separated, never commingled, and stored on an encrypted file system. The NCOA process uses merged keys encrypted with a one-way, session-level, private hash that cannot be decrypted by any other users, process, or session. Once the NCOA data is returned, all input is destroyed and your output keys are retained until you delete the file. We retain output keys to provide the weekly update service so you can automatically receive move notifications without having to re-process your file.

You agree that this license includes the right for TrueNCOA to provide, promote, and improve the Services.

4. Using the Services

You may use the Services only in compliance with these Terms and all applicable laws, rules, and regulations.

The Services may change from time to time, at our discretion. We may stop (permanently or temporarily) providing the Services or any features within the Services to you or to users generally. We also retain the right to create limits on use and storage at our sole discretion at any time. We may also remove or refuse to distribute any Data on the Services, or suspend or terminate users without liability to you.

In consideration for TrueNCOA granting you access to and use of the Services, you agree that TrueNCOA and its third-party providers and partners may place advertising on the Services or in connection with the display of Data or information from the Services whether submitted by you or others. You also agree not to misuse our Services, for example, by interfering with them or accessing them using a method other than the interface and the instructions that we provide. You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, TrueNCOA's computer systems, or the technical delivery systems of TrueNCOA's providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by TrueNCOA (and only pursuant to the applicable terms and conditions), unless you have been specifically allowed to do so in a separate agreement with TrueNCOA; (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the importing and exporting of Data in such a manner as to interfere with or create an undue burden on the Services. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of TrueNCOA, its users and the public. TrueNCOA does not disclose personally-identifying information to third parties except in accordance with our Privacy Policy.

Your Account

You may need to create an account to use some of our Services. You are responsible for safeguarding your account, so use a strong password and limit its use to this account. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above.

You can control most communications from the Services. We may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your account, and you may not be able to opt-out from receiving them.

Your License to Use the Services

TrueNCOA gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you as part of the Services. This license has the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by TrueNCOA, in the manner permitted by these Terms.

The Services are protected by copyright, trademark, and other laws of the United States. Nothing in the Terms gives you a right to use the TrueNCOA name or any of the TrueNCOA trademarks, logos, domain names, and other distinctive brand features. All right, title, and interest in and to the Services (excluding Data provided by users) are and will remain the exclusive property of TrueNCOA and its licensors. Any feedback, comments, or suggestions you may provide regarding TrueNCOA, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

Ending These Terms

You may end your legal agreement with TrueNCOA at any time by deactivating your accounts and discontinuing your use of the Services. Contact support@truencoa.com for instructions on how to deactivate your account and the Privacy Policy for more information on what happens to your information.

We may suspend or terminate your account or cease providing you with all or part of the Services at any time for any or no reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; (iii) your account should be removed due to prolonged inactivity; or (iv) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or the next time you attempt to access your account, depending on the circumstances. In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services.

5. Disclaimers and Limitations of Liability

The Services are Available “AS-IS”

Your access to and use of the Services or any Data are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. The “TrueNCOA Entities” refers to TrueNCOA, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE TRUENCOA ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. The TrueNCOA Entities make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Data; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any Data; (iii) the deletion of, or the failure to store or to transmit, any Data and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the TrueNCOA Entities or through the Services, will create any warranty or representation not expressly made herein.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TRUENCOA ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR DATA OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY DATA OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR DATA. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE TRUENCOA ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID TRUENCOA, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE TRUENCOA ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

6. General

We may revise these Terms from time to time. The changes will not be retroactive, and the most current version of the Terms will govern our relationship with you. We will try to notify you of material revisions, for example via a service notification or an email to the email associated with your account. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

The laws of the State of California, excluding its choice of law provisions, will govern these Terms and any dispute that arises between you and TrueNCOA. All disputes related to these Terms or the Services will be brought solely in the federal or state courts located in San Francisco County, California, United States, and you consent to personal jurisdiction and waive any objection as to inconvenient forum.

If you are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of California (excluding choice of law).

In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. TrueNCOA’s failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

7. Service Level Agreement

We strive to make the Services available with 99.9% uptime, excluding planned outages.  In addition, we strive to respond to support requests within (1) hour for outages, (4) hours for processing issues, and (24) hours for general questions.

 

These Terms are an agreement between you and TrueNCOA, Inc., P.O. Box 364, Oak Park, IL 60301 U.S.A. If you have any questions about these Terms, please contact us.

Effective: March 1, 2017