Altru Giving Platform Terms of Use

Last Modified 4th January 2024.

These terms of use are entered into by and between You and Altru Giving LLC (“Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”) govern your access to and use of Altru Giving Platform, including any content, functionality, products, services, or any component of any of the foregoing offered on or through the Altru Giving Platform (the “Platform”). Please read the Terms of Use carefully before you start to use the Platform. By clicking to accept or agree to the Terms of Use and using the Platform, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Platform. 

For purposes of these Terms of Use, “you” or “your” are used herein to refer to you personally and to the company or other legal entity on behalf or for the benefit of whom you are using the Platform and any other agent or representative of such legal entity who accesses the Platform. By accepting these Terms of Use or using the Platform, you confirm that you have the authority to legally bind the company or other legal entity on behalf of or for the benefit of whom you are using the Platform.

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Platform thereafter. Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes.

  1. Definitions.
    1. “Aggregated Statistics” means data and information related to Your use of the Platform that we use in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Platform.
    2. “Authorized User” means Your employees, consultants, contractors, and agents (i) who are authorized by You to access and use the Platform under the rights granted to You pursuant to these Terms of Use and (ii) for whom access to the Platform has been purchased hereunder.
    3. “Company IP” means the Platform, the Documentation, and any and all intellectual property provided to You or any Authorized User in connection with the foregoing. For the avoidance of doubt, Company IP includes Aggregated Statistics and any information, data, or other content derived from Company’s monitoring of Your access to or use of the Platform, but does not include Your Data.
    4. “Documentation” means Company’s user manuals, handbooks, and guides relating to the Platform provided to You.
    5. “Platform” means the software-as-a-service offering described in Exhibit A. 
    6. “Your Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of You or an Authorized User through the Platform. 
  2. Access and Use.
    1. Provision of Access. To access the Platform or the resources it offers, You may be asked to provide certain registration details or other information. It is a condition of Your use of the Platform that all the information you provide on the Platform is correct, current, and complete. Subject to and conditioned on Your payment of Fees and compliance with all the terms and conditions of these Terms of Use, Company hereby grants You a non-exclusive, non-transferable (except in compliance with Section 12(g)) right to access and use the Platform during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Your internal use. Company shall provide to You the necessary passwords and network links or connections to allow You to access the Platform. The total number of Authorized Users will not exceed the number set forth in Exhibit A, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.
    2. Documentation License. Subject to the terms and conditions contained in these Terms of Use, Company hereby grants to You a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12(g)) license to use the Documentation during the Term solely for Your internal business purposes in connection with its use of the Platform.
    3. Use Restrictions. You shall not use the Platform for any purposes beyond the scope of the access granted in these Terms of Use. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Platform or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (iv) remove any proprietary notices from the Platform or Documentation; or (v) use the Platform or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
    4. Reservation of Rights. Company reserves all rights not expressly granted to You in these Terms of Use. Except for the limited rights and licenses expressly granted under these Terms of Use, nothing in these Terms of Use grants, by implication, waiver, estoppel, or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to the Company IP.
    5. Suspension. Notwithstanding anything to the contrary in these Terms of Use, Company may temporarily suspend Your and any Authorized User’s access to any portion or all of the Platform if: (i) Company reasonably determines that (A) there is a threat or attack on any of the Company IP; (B) Your or any Authorized User’s use of the Company IP disrupts or poses a security risk to the Company IP or to any other You or vendor of Company; (C) You, or any Authorized User, is using the Company IP for fraudulent or illegal activities; (D) subject to applicable law, You has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Company’s provision of the Platform to You or any Authorized User is prohibited by applicable law; (ii) any vendor of Company has suspended or terminated Company’s access to or use of any third-party Platform or products required to enable You to access the Platform; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Company shall use commercially reasonable efforts to provide written notice of any Service Suspension to You and to provide updates regarding resumption of access to the Platform following any Service Suspension. Company shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that You or any Authorized User may incur as a result of a Service Suspension. 
    6.  Aggregated Statistics. Notwithstanding anything to the contrary in these Terms of Use, Company may monitor Your use of the Platform and collect and compile Aggregated Statistics. As between Company and You, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Company. You acknowledge that Company may compile Aggregated Statistics based on Your Data input into the Platform. You agree that Company may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
  3. Your Responsibilities.
    1. General. You are responsible and liable for all uses of the Platform and Documentation resulting from access provided by You, directly or indirectly, whether such access or use is permitted by or in violation of these Terms of Use. Without limiting the generality of the foregoing, You are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms of Use if taken by You will be deemed a breach of these Terms of Use by You. You shall use reasonable efforts to make all Authorized Users aware of these Terms of Use’s provisions as applicable to such Authorized User’s use of the Platform and shall cause Authorized Users to comply with such provisions.
  4. Support.  Following the Effective Date, Company will provide You support in connection with Your use of the Platform via the chat function in the Altru Giving app. Company will not provide any other support.
  5. Fees and Payment.
    1. Fees. You shall pay Company the fees (“Fees”) as set forth in Exhibit A without offset or deduction on an annual basis in advance. You shall make all payments hereunder in US dollars on or before the due date set forth in Exhibit A. If You fails to make any payment when due, without limiting Company’s other rights and remedies: (i) Company may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) You shall reimburse Company for all costs incurred by Company in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 15 days or more, Company may suspend Your and its Authorized Users’ access to any portion or all of the Platform until such amounts are paid in full.
    2. Taxes. All Fees and other amounts payable by You under these Terms of Use are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by You hereunder, other than any taxes imposed on Company’s income.
  6. Confidential Information. From time to time during the Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party with authority to disclose such information; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under these Terms of Use, including to make required court filings. On the expiration or termination of these Terms of Use and only if requested by the disclosing party, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms of Use for as long as such Confidential Information remains subject to trade secret protection under applicable law.
  7. Intellectual Property Ownership; Feedback.
    1. Company IP. You acknowledge that, as between You and Company, Company owns all right, title, and interest, including all intellectual property rights, in and to the Company IP. 
    2. Your Data. Company acknowledges that, as between Company and You, You own all right, title, and interest, including all intellectual property rights, in and to Your Data. You hereby grant to Company a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Your Data and perform all acts with respect to the Your Data as may be necessary for Company to provide the Platform to You, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Your Data incorporated within the Aggregated Statistics.
    3. Output. As between Company and You, You own all output generated by the Platform using Your Data. You are responsible for evaluating the output and ensuring that it is appropriate, accurate, complete, and does not violate any applicable laws. You are responsible for any use of the output.
    4. Feedback. If You or any of your employees or contractors sends or transmits any communications or materials to Company by mail, email, telephone, or otherwise, suggesting or recommending changes to the Company IP, including new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Company is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. You hereby assign to Company on Your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and Company is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Company is not required to use any Feedback.
  8. Warranty Disclaimer. THE COMPANY IP IS PROVIDED “AS IS” AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE COMPANY IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER PLATFORM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 
  9. Indemnification.
    1. Company Indemnification.
      1. Company shall indemnify, defend, and hold You harmless from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by You resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Platform, or any use of the Platform in accordance with these Terms of Use, infringes or misappropriates such third party’s US patents or copyrights, provided that You promptly notify Company in writing of such Third-Party Claim, cooperate with Company, and allows Company sole authority to control the defense and settlement of such Third-Party Claim. 
      2. If a Third Party-Claim is made or appears possible, You agree to permit Company, at Company’s sole discretion, to (A) modify or replace the Platform, or component or part thereof, to make it non-infringing, or (B) obtain the right for You to continue use. If Company determines that neither alternative is reasonably available, Company may terminate these Terms of Use, in its entirety or with respect to the affected component or part, effective immediately on written notice to You. 
      3. This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Platform in combination with data, software, hardware, equipment, or technology not provided by Company or authorized by Company in writing; (B) modifications to the Platform not made by Company; or (C) Your Data. 
    2. Your Indemnification. You shall indemnify, hold harmless, and, at Company’s option, defend Company from and against any Losses resulting from any Third-Party Claim that Your Data, or any use of Your Data in accordance with these Terms of Use, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims based on Your or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Platform in a manner not authorized by these Terms of Use; (iii) use of the Platform in combination with data, software, hardware, equipment, or technology not provided by Company or authorized by Company in writing; or (iv) modifications to the Platform not made by Company, provided that You may not settle any Third-Party Claim against Company unless Company consents to such settlement, and further provided that Company will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. 
    3. Sole Remedy. THIS 9 SETS FORTH YOUR SOLE REMEDIES AND COMPANY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE PLATFORM INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL COMPANY’S LIABILITY UNDER THIS SECTION 9 EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU FOR ACCESS TO THE PLATFORM. 
  10. Limitations of Liability. IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OF USE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR PLATFORM, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. COMPANY IS NOT RESPONSIBLE FOR ANY OF YOUR DATA OR ANY OTHER DATA OR INFORMATION SUBMITTED TO THE PLATFORM. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF USE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO COMPANY UNDER THESE TERMS OF USE IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 
  11. Term and Termination.
    1. Term. The term of these Terms of Use begins on the Effective Date and will continue in effect until terminated pursuant to these Terms of Use or either Party gives the other Party 30 days’ advance written notice of termination (the “Term”).
    2. Termination. In addition to any other express termination right set forth in these Terms of Use:
      1. Company may terminate these Terms of Use, effective on written notice to You, if You: (A) fail to pay any amount when due hereunder, and such failure continues more than 15 days after Company’s delivery of written notice thereof; or (B) breach any of your obligations under Section 2(c) or Section 6;
      2. either Party may terminate these Terms of Use, effective on written notice to the other Party, if the other Party materially breaches these Terms of Use, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 15 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
      3. Company may terminate these Terms of Use, effective immediately upon written notice to you if you: (A) become insolvent or is generally unable to pay, or fails to pay, your debts as they become due; (B) file or have filed against you, a petition for voluntary or involuntary bankruptcy or otherwise become subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) make or seek to make a general assignment for the benefit of your creditors; or (D) apply for or have appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of your property or business.
    3. Effect of Expiration or Termination. Upon expiration or earlier termination of these Terms of Use, You shall immediately discontinue use of the Company IP and, without limiting Your obligations under 6, You shall delete, destroy, or return all copies of the Company IP and certify in writing to the Company that the Company IP has been deleted or destroyed. No expiration or termination will affect Your obligation to pay all Fees that may have become due before such expiration or termination or entitle You to any refund.
    4. Survival. This Section 11(d) and 1, 5, 6, 7, 8(b), 9, 10, and 12 and survive any termination or expiration of these Terms of Use.
  12. Miscellaneous.
    1. Entire Agreement. These Terms of Use, together with any other documents incorporated herein by reference and all related Exhibits, constitute the sole and entire agreement of the Parties with respect to the subject matter of these Terms of Use and supersede all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms of Use, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, these Terms of Use, excluding its Exhibits; (ii) second, the Exhibits to these Terms of Use as of the Effective Date; and (iii) third, any other documents incorporated herein by reference.
    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to (i) Company at team@altru.ai, (ii) You at any e-mail address provided in connection with your registration for the Platform, or (iii) or to such other address that may be designated by the Party receiving Notice from time to time.
    3. Force Majeure. In no event shall Company be liable to You, or be deemed to have breached these Terms of Use, for any failure or delay in performing its obligations under these Terms of Use, if and to the extent such failure or delay is caused by any circumstances beyond Company’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, or other potential disasters or catastrophes, such as pandemics and epidemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    4. Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms of Use, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms of Use will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    5. Severability. If any provision of these Terms of Use is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms of Use or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify these Terms of Use so as to effect their original intent as closely as possible in a mutually acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    6. Governing Law; Submission to Jurisdiction. These Terms of Use is governed by and construed in accordance with the internal laws of the State of Florida 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 Florida. Any legal suit, action, or proceeding arising out of or related to these Terms of Use or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Florida in each case located in the city of Miami and County of Dade, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    7. Assignment. You may not assign any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Company. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms of Use are binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. 
    8. Export Regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Platform or Your Data outside the US. 
    9. Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under 6 or, in the case of You, Section 2(c), 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. 

Exhibit a

  1. Description of the Platform: The Platform generates year-end reports for non-profit organizations using data users submit from standardized forms or otherwise input into the appropriate fields. The reports generated are available in digital and PDF formats. 
  2. Subscription Fees: 
Altru ProAltru Premium
Subscription Fee$300 per year$420 per year
Number of ReportsUp to 1 per yearUp to 4 per year
Number of Authorized Users11

Subscription fees are invoiced and become due and payable immediately upon registration. Thereafter, Your subscription will renew automatically each year and the subscription fee will become due and payable on each anniversary of Your initial registration until You terminate the subscription in accordance with the Terms of Use. Company reserves the right to increase the subscription fees for any renewal period; provided that Company shall provide at least 30 days’ prior notice of any such increase.