This Pledge It Subscription Agreement (“PSA”) governs any ordering document or form (an “ordering document”) executed or accepted by the customer identified in that ordering document or form (“Customer”) and PledgePlatform LLC (“Pledge It”). This PSA, the applicable ordering document, and any other incorporated terms, comprise the complete understanding between the parties on the subject matter (“Agreement”).
- Ordering Services. Customer may access and use the subscription services offered via Pledge It’s website to the extent and for the term stated in the ordering document (“Services”).
- Payment and Taxes. Customer will pay the fees for the Services in accordance with the payment terms stated in the ordering document. For Services that require payment by credit card, Pledge It will charge Customer’s credit card upon receipt of the credit card information and upon renewals. Customer’s purchases are non-cancelable and payment for Services is non-refundable, except as otherwise stated in this PSA. Customer will pay or reimburse Pledge It for all federal, state, and local taxes, including sales, use, gross receipts, VAT, levy, GST, or similar transaction taxes imposed on Customer’s purchase of Services, unless Customer provides Pledge It with a valid tax exemption certificate. All taxes payable by Customer will be separately stated and exclusive of the fees. Customer will have no liability for taxes that are statutorily imposed on Pledgeit.org, including taxes or fees measured by Pledge It’s net or gross income.
- Use of Services. Customer will use the Services solely for its intended purpose, and as outlined in Pledge It’s terms of service available at: https://pledgeit.org/tos (“Service Terms”). Only Customer-designated employees, students and faculty, as applicable, are authorized to use the Services (each, an “Authorized User”). An Authorized User must also be a Member when accessing the Services. A “Member” is an individual who signs-up to use Pledge It’s Services under Pledge It’s Terms of Service available at https://pledgeit.org/tos, as amended by Pledge It from time to time (“Terms of Service”). The Terms of Service are incorporated into this PSA. Customer may only use the Services for Customer’s internal use. Customer will not provide access to the Services to any third party, except that Customer may allow its Affiliate to order Services under the terms of this PSA only if Customer informs Pledge It in writing of the specific Affiliate authorized to do so. That authorized Affiliate will be (a) deemed a “Customer” for that order only; and (b) jointly and severally liable with Customer for its use of the Services and compliance with the Agreement. Customer will notify Pledge It immediately upon learning of any unauthorized use of the Services or any other breach of security related to the Services. Customer may use information about Members that it collects in connection with its use of the Services only as needed for use of the Services and as expressly permitted in this PSA. Pledge It may communicate to Authorized Users about the Services, including how to use the Services. “Affiliate” means an entity that controls, is controlled by, or is under common control with, a party.
- Provision of Services. Customer is responsible for providing Pledge It with the information necessary for Pledge It to provide the Services. Customer is solely responsible for the accuracy, quality and legality of such information. If a Service must integrate with third-party systems or applications used by Customer (e.g. a customer relationship management system, “CRM”), Customer is solely responsible for the integration and related activities. Pledge It disclaims any and all liability for the use of third-party systems or applications residing outside Pledge It’s systems.
- Handling of Personal Data. If Customer uploads or otherwise provides Pledge It with Personal Data in connection with its use of the Services (“Customer Personal Data”), then Pledge It, in providing the Services, processes Customer Personal Data on behalf of Customer. Customer is the controller of Customer Personal Data and Pledge It will process Customer Personal Data (i) in accordance with applicable Data Protection Laws (defined in Section 2.4); and (ii) only for the purpose of providing, supporting and improving the Services (including to provide insights and other reporting), using appropriate technical and organizational security measures. “Personal Data” means information about an individual that (a) can be used to identify, contact or locate a specific individual, including data that Customer chooses to provide to Pledge It from services such as CRMs; (b) can be combined with other information that is linked to a specific individual to identify, contact or locate a specific individual; or (c) is defined as “personal data” or “personal information” by applicable laws or regulations relating to the collection, use, storage or disclosure of information about an identifiable individual.
- Compliance with Laws. The parties will comply with all applicable international, federal, state, provincial and local laws including, without limitation, the privacy, confidentiality, security and protection of Personal Data including the EU Data Protection Directive 95/46/EC as amended and as implemented in the various European Economic Area countries or any similar and applicable legislation enacted outside of the European Economic Area and security breach notification laws and the Family Educational Rights and Privacy Act (“FERPA”) (collectively, “Data Protection Laws”).
- Definition. “Confidential Information” means any information disclosed under the Agreement that (a) if tangible, is clearly marked as “Confidential” or with a similar designation; (b) if intangible, is identified as “Confidential” by discloser at the time of disclosure and confirmed in writing to recipient as being Confidential Information; or (c) from the relevant circumstances should reasonably be known by recipient to be confidential (e.g. pricing, non-public Personal Data, etc.). Confidential Information does not include any portion of the information that recipient can prove (a) was rightfully known to recipient before receipt from discloser; (b) was generally known to the public on the Start Date; (c) becomes generally known to the public after the Start Date, through no fault of recipient; (d) was received by recipient from a third party without any confidentiality obligation; or (e) was independently developed by recipient without breach of this Section 3.
- Limited Use and Non-Disclosure. Recipient will (a) use Confidential Information only for the purposes of furthering the business relationship between the parties; (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information of a like nature, but in no event less than a reasonable degree of care; (c) not disclose Confidential Information to any third party except (1) to affiliates or employees, students, consultants, and agents who (i) have a need to know it in order to carry out their obligations under the Agreement, and (ii) are under written confidentiality and non-use obligations at least as restrictive as those stated in this PSA or (2) as required by law; and (d) not modify, reverse engineer, decompile, create other works from, or disassemble any Confidential Information, to the extent applicable, unless authorized in writing by discloser.
INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP
No right, title or interest in any intellectual property right transfers to the other party, except for the limited rights stated in the Agreement. Customer is not obligated to provide Pledge It or its affiliates with any suggestions, enhancement requests, or other feedback about the Services or related technology. However, if Customer does provide any feedback to Pledge It, Pledge It may use and modify it without any restriction or payment.
TERM AND TERMINATION
- Term. This PSA is effective on the date the first ordering document is executed by Customer and Pledge It (“Start Date”) and remains in effect until terminated.
- Termination and Suspension. Either party may terminate this PSA or an ordering document if the other party materially breaches the Agreement and fails to cure the breach within 30 days after receiving notice of the breach. Pledge It may suspend Customer’s access to the Services if Customer is in breach of the Agreement and the suspension will continue for as long as reasonably necessary for Customer to remedy the breach. If all ordering documents under this PSA have expired or been terminated, then either party may terminate this PSA for convenience by providing written notice to the other party.
- Effect of Termination. Termination of this PSA or an ordering document will not relieve Customer from its obligation to pay Pledge It any fees stated in an ordering document, excluding termination by Customer for Pledge It’s uncured material breach of this PSA. If Customer terminates this PSA or an ordering document because of Pledge It’s uncured material breach, Pledge It will refund a pro-rata share of any pre-paid fees under the applicable ordering document. Customer will notify Authorized Users that their access to the applicable Services has terminated and Pledge It may remove or discard all content that Customer uploaded or otherwise made available to Pledge It in accordance with Pledge It’s policies. The provisions of this PSA that by their nature extend beyond the termination of this PSA will survive termination.
LIMITED WARRANTY; DISCLAIMER
Pledge It makes no representation or warranty about the Services, including any representation that the Services will be uninterrupted or error-free. To the fullest extent permitted under applicable law, Pledge It disclaims any implied or statutory warranty, including any implied warranty of title, non-infringement, merchantability or fitness for a particular purpose.
- Indemnification Scope. Pledge It will defend and indemnify Customer, its affiliates, and their respective directors, officers and Authorized Users from and against all third party claims to the extent resulting from or alleged to have resulted from (a) the Services’ infringement of a third party’s intellectual property right; or (b) Pledge It’s material breach of the Agreement. Customer will defend and indemnify Pledge It, its affiliates, and their respective directors, officers and employees from and against all third party claims to the extent resulting from or alleged to have resulted from (y) the infringement of a third party’s intellectual property right by any content, data or other information uploaded into Pledge It’s system or otherwise provided by Customer; or (z) Customer’s material breach of the Agreement.
- Indemnification Procedures. Each party will promptly notify the other in writing of any third party claim. The indemnifying party will (a) control the defense of the claim; and (b) obtain the other party’s prior written approval of the indemnifying party’s settlement or compromise of a claim. The indemnified party will (y) not unreasonably withhold or delay its approval of the request for settlement or compromise; and (z) assist and cooperate in the defense as reasonably requested by the indemnifying party at the indemnifying party’s expense.
LIMITATION OF LIABILITY
- Damages Waiver. To the fullest extent permitted by law, neither party, including its respective affiliates, will be liable to the other in connection with the Agreement for lost profits or lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages.
- Liability Cap. Neither party, including its respective Affiliates, will be liable to the other in connection with the Agreement for an amount that exceeds the total fees paid to Pledge It during the 12-month period before the event giving rise to the liability. Pledge It will not be liable for any unauthorized third party access to Customer’s content, data, programs, information, network, or systems (excluding unauthorized third party access directly resulting from the negligent acts or omissions of Pledge It).
- Exclusions. The limitations of liability stated in Sections 8.1 and 8.2, do not apply to a party’s (a) confidentiality or indemnification obligations; (b) liability for fraud, gross negligence or intentional misconduct; (c) liability for death or personal injury; or (d) violation of the other party’s intellectual property rights.
This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York and County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
If a conflict exists between any of the terms in the Agreement, then this PSA will govern, followed by the ordering document, and then the Terms of Service. If a conflict exists between any of the general terms in this PSA and the Service Terms, then the Service Terms will prevail to the extent of that inconsistency. Neither party relies on any undertaking, promise, assurance, statement, representation, warranty or understanding of any person relating to the subject matter of the Agreement, other than as stated in the Agreement. Notices will be provided in writing and delivered by commercial overnight courier to the address of the other party stated on the ordering document, unless otherwise stated in the Agreement. Notices are effective on the date of delivery as indicated in the records of the courier. The Agreement does not create a partnership, agency relationship, or joint venture between the parties. Neither party has the power or authority to bind the other or to create any obligation or responsibility on behalf of the other. Under no circumstances will any employee of one party be deemed to be the employee of the other. Pledge It may name Customer as a customer of Pledge It’s in its marketing and promotional materials. Neither party will assign the Agreement in whole or in part without the other party’s prior written consent (which consent will not be unreasonably denied, delayed or conditioned), except to an Affiliate or a successor that is not a competitor of the non-assigning party, made in connection with a merger or sale of all or substantially all of a party’s assets or stock. Any attempted assignment in violation of this restriction is void. The Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Pledge It may remotely monitor Customer’s use of the Services to ensure compliance with the Agreement. If any provision of the Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to give effect to the parties’ intentions and the remaining provisions will not be affected. The parties may amend the Agreement only in a written amendment signed by both parties, except for the Terms of Service and Service Terms, which may be modified in accordance with their terms. If this PSA will be executed then it can be executed electronically and in counterparts, each of which is deemed to be an original and together comprise a single document. Each party represents and warrants that the individual binding a party under this PSA is authorized to do so.
Last updated: 07/05/2017