CharityLogic Inc. Service User Agreement

Last updated August 4, 2007: Included required language for 2-1-1 Taxonomy Usage

BY SIGNING ON TO THE SERVICE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF CHARITYLOGIC INC.’S SERVICE CALLED “ICAROL” ATTACHED HERETO (THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (THE "ORGANIZATION"), YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT SIGN ON TO ICAROL AND/OR USE THE SOFTWARE IN ANY WAY.


License Grant and Restrictions

CharityLogic Inc. hereby grants you a non-exclusive, non-transferable right to use the Service subject to the terms and conditions of this Agreement, solely for your own internal business purposes and solely in conjunction with valid user subscriptions to iCarol.com. All rights not expressly granted to you in this agreement are reserved by CharityLogic Inc. CharityLogic Inc. reserves the right to change the terms of this Agreement by notifying you or by posting new or amended terms on this website.

You may not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way or reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

You shall not provide any other organization or entity access to the Service without written consent from CharityLogic Inc. CharityLogic Inc. shall be the sole arbiter of what defines the Organization to whom this license is granted, regardless of any assumptions or definitions you may make.

Duration of License

You may access the Service in accordance with these terms so long as you are deemed by CharityLogic Inc. to be in good standing. Unless granted free use explicitly by CharityLogic Inc., usage requires an Account paid in full.


Usage

You are entirely liable for all activities conducted by anyone affiliated with your organization, regardless of the manner of their affiliation to your organization. You may permit another individual in the same organization to use the Service, whether that person is given access by you, another member of your organization, or by CharityLogic Inc., subject to the following limitations: You must agree to (1) supervise the other individuals use of the Service, (2) assume any and all resulting liabilities of such use, including responsibility for any and all content created or accessed on the Service or the Internet, and (3) acknowledge that the decision to allow another individual to use the Service is made by you and not CharityLogic Inc. You may not permit usage of the account by individuals in another organization, including any parent, subsidiaries, or affiliates; they must obtain their own separate account.

You agree that you or any member of your organization may upload software files, message boards, or otherwise transmit on or through the Service only Content that (1) is not subject to any Rights, or (2) any holder of Rights has given express authorization for distribution on the Service. You represent that if you upload any files, you have the legal authorization to do so. You also permit any authorized user to access, display, view, store and reproduce the Content for personal use. Subject to the foregoing, the owner of Content placed on the Service retains any and all Rights that may exist in such Content.


Data Ownership

Your Organization retains ownership of the Content entered into the Service for your Organization. If your Organization's Account is terminated by you or by CharityLogic Inc., CharityLogic may delete your Content from the system.

CharityLogic Inc. may combine your Content with other Organizations' Content to produce aggregate information and reports to be made available to third parties. In these cases, CharityLogic Inc. will not reveal information that specifically identifies your staff, volunteers or clients without permission from the Organization.

You grant CharityLogic Inc. permission to view and use your Content for the purposes of operating, maintaining and improving the Service.

Subcontracting

CharityLogic Inc. may subcontract all, or any part of, the delivery and support of the Service without your consent. Any subcontracting shall not in any way modify the other terms of this Agreement.


Support

An organization deemed by CharityLogic to be an account in good standing is entitled to identify up to five inidividuals, called Support Contacts, who are permitted to have direct access to the iCarol support team. All other individuals in the organization should refer to a Support Contact at their organization for all questions or issues.

The person at your organization entitled to identify these Support Contacts is the person listed on the most current invoice or payment document. This person may change the list of Support Contacts at most every thirty days, by notifying CharityLogic in written or electronic mail format, using the most recently posted contact information on the iCarol.com website.

Support inquiries must be made using the most recent email address or phone number posted on the iCarol.com website. CharityLogic shall respond to inquiries made by a Support Contact within one business day, unless the inquiry is to notify CharityLogic about an application outage, in which case a response will be less than one calendar day.


Intellectual Property Ownership

CharityLogic Inc. alone shall own all right, title and interest, including all related intellectual property rights, in and to the Service and any modifications, derivative works, suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party to CharityLogic Inc. relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service or the intellectual property rights owned by CharityLogic Inc.. The CharityLogic and iCarol names, the CharityLogic and iCarol logo, and the product names associated with the Service are trademarks of CharityLogic Inc., and no right or license is granted to use them.


Privacy

The Service will store and display your first name, last name, email address and the shifts you have signed up for, for the purposes of the Organization to which you are affiliated. This Information, and any other Information you choose to provide in the Service, either directly by your own action or indirectly through the actions of your Organization or CharityLogic Inc., may also be shared with other users of the Service. CharityLogic Inc. will not share your personally identifiable Information with entities other than your Organization without your written consent, unless such entities are engaged in activities directly related to the operation and support of the Service. You are solely responsible for removing your Information from the system, either by your direct actions or by notifying your Organization and CharityLogic Inc. in writing of your desire to have your Information removed.


Termination for Cause

Any breach of this Agreement or unauthorized use of the Service will be deemed a material breach of this Agreement. CharityLogic Inc., in its sole discretion, may terminate your use of the Service if you breach or otherwise fail to comply with this Agreement. Termination will take effect 30 days after the notice of termination is sent, unless CharityLogic Inc. deems the breach to have been in any way harmful in intent or effect to any aspect of the Service or to the people and entities using the Service, in which case CharityLogic Inc. may terminate your use of the services immediately and at its sole discretion.

You may terminate your membership at any time. This is your sole right and remedy with respect to any dissatisfaction with the Service, including, but not limited to, (1) any term, policy or practice of CharityLogic Inc. in operating the Service, (2) Content available through the Service or change therein, or (3) any amount or type of fees, surcharges, billing methods, or change therein. You can terminate your membership by delivering notice to CharityLogic Inc.’s Customer Service Department at 1-416-907-4354, or by email at support@iCarol.com. Your termination will take effect within a reasonable time after CharityLogic Inc.’s receipt of your notice as described above.


Usage of the 2-1-1 Taxonomy

If your agency asks and we have enabled use of the 2-1-1 Taxonomy (officially referred to as "A Taxomony of Human Services: A Conceptual Framework with Standardized Terminology and Definitions for the Field"), you agree to the following conditions:

-Your organization will maintain a current subscription with the Information and Referral Federation of Los Angeles Inc. doing business as 211 of LA County (hereafter referred to as 211 of LA County), and that you will provide evidence to CharityLogic Inc. upon request that your subscription is current.

-CharityLogic Inc. may from time to time report to 211 of LA County, that we have provided access to their 2-1-1 Taxonomy within iCarol to your organization.

-You are only granted a non-exclusive, non-transferrable right to use the 2-1-1 Taxonomy in iCarol for your own business purposes. You may only use the incorporated 2-1-1 Taxonomy in iCarol for so long as you are a subscriber to the Taxonomy with 211 of LA County. Your use of the 2-1-1 Taxonomy with and as incorporated into iCarol is governed by, and subject to, your subscription agreement with 211 of LA County.

-You are prohibited from reproducing any element of the 2-1-1 Taxonomy, except as may be expressly provided in your agreement with 211 of LA County, and from any sublicensing, timesharing, rental, facility management or service bureau usage of the 2-1-1 Taxonomy.

- 211 of LA County reserves and retains all right, title and interest (including, without limitation, all intellectual property rights), in and to the 2-1-1 Taxonomy, and all copies thereof.

-CharityLogic Inc. and 211 of LA County shall not be liable for any special, indirect, consequential or incidental damages arising out of usage or distribution of the 2-1-1 Taxonomy.

-The 2-1-1 Taxonomy contains the copyrights, proprietary and confidential information of 211 of LA County. You agree to maintain the 2-1-1 Taxonomy in confidence and shall protect the 2-1-1 Taxonomy with at least the same degree of care with which you protect your own similar proprietary information (but in no event no less than reasonable care).

-You are hereby notified that the Information and Referral Federation of Los Angeles Inc. doing business as 211 of LA County, a non-for-profit corporation, is a third-party beneficiary to this agreement and that the provisions of this agreement related to the 2-1-1 Taxonomy are made expressly for the benefit of 211 of LA County and are enforcable by 211 of LA County and CharityLogic Inc.

Disclaimer of Warranties

CHARITYLOGIC INC. MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE. CHARITYLOGIC INC. DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ERRORS OR DEFECTS WILL BE CORRECTED, OR (D) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

THE SERVICE IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CHARITYLOGIC INC.


Limitation of Liability

IN NO EVENT SHALL CHARITYLOGIC INC.’S AGGREGATE LIABILITY EXCEED TEN DOLLARS. IN NO EVENT SHALL CHARITYLOGIC BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


General

This Agreement shall be governed by Ontario law and controlling Canadian federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the provincial and federal courts located in Ontario. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The failure of CharityLogic Inc. to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by CharityLogic Inc. in writing. This Agreement is the entire agreement between you and CharityLogic Inc. and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.