Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of the Outcome Tracker software platform, websites, and related services (collectively, the "Services") provided by NonProfitly, Inc. ("NonProfitly," "we," "us," or "our"), located at 1400 Technology Drive, Harrisonburg, VA 22802.

By registering for, accessing, or using the Services, you agree to be bound by these Terms and our Privacy Policy. If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization. If you do not agree to these Terms, do not use the Services.

2. Description of Services

Outcome Tracker is a cloud-based outcome tracking and case management platform designed for nonprofit organizations, public sector agencies, housing counselors, and Children's Savings Account (CSA) program administrators. The Services allow organizations to collect, manage, and report on participant data, program outcomes, and service delivery.

NonProfitly reserves the right to modify, suspend, or discontinue any aspect of the Services at any time. We will provide reasonable advance notice of material changes that affect your use of the Services.

3. Account Registration & Responsibilities

To access the Services, you must register for an account and provide accurate, current, and complete information. You are responsible for:

• Maintaining the confidentiality of your account credentials;
• All activity that occurs under your account;
• Promptly notifying NonProfitly of any unauthorized use of your account at help@nonprofitly.com; and
• Ensuring that all Authorized Users comply with these Terms.

"Authorized Users" means individuals authorized by your organization to access the Services, including employees, volunteers, contractors, and — for eligible program types — designated personnel from partner organizations as set forth in your Order Form or applicable addendum.

4. Fees & Payment

Access to the Services is subject to the fees set forth in your applicable Order Form or subscription plan. Fees are billed in advance on an annual or other agreed basis. All fees are non-refundable except as expressly stated in your Order Form or as required by law.

NonProfitly may update fees upon renewal with at least sixty (60) days' written notice. Annual fee increases will not exceed five percent (5%) or the applicable CPI adjustment, whichever is greater. Late payments accrue interest at 1.5% per month or the maximum permitted by law.

If you are a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code, NonProfitly will not charge applicable sales tax upon verification of your EIN. Please notify us promptly if your tax-exempt status changes.

5. Customer Data & Privacy

You retain all rights to the data you submit to the Services ("Customer Data"). You grant NonProfitly a limited license to process Customer Data solely to provide and improve the Services.

NonProfitly will not review, share, distribute, or reference Customer Data except as required to provide the Services, as required by law, or as expressly permitted in our Privacy Policy. We may compile anonymized, aggregated data derived from use of the Services for benchmarking and service improvement, provided such data does not identify you or any individual.

You are responsible for obtaining all necessary consents for any personal data of individuals you enter into the Services, including the individuals your organization serves ("Beneficiaries"). Please review our Privacy Policy and Portal User Privacy Policy for full details on how we handle personal information.

Upon termination of your subscription, NonProfitly will make your Customer Data available for export for thirty (30) days, after which it will be deleted in accordance with our standard data retention procedures.

6. Intellectual Property

NonProfitly retains all right, title, and interest in and to the Services, including all software, documentation, and related intellectual property. These Terms do not grant you any rights in NonProfitly's intellectual property except the limited right to use the Services as described herein.

You retain all rights to your Customer Data. If you provide feedback or suggestions about the Services, NonProfitly may use that feedback without restriction or compensation to you.

7. Prohibited Uses

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable law or regulation;
• Sublicense, sell, resell, transfer, or otherwise make the Services available to any third party except as expressly permitted;
• Attempt to gain unauthorized access to any part of the Services or related systems;
• Interfere with or disrupt the integrity or performance of the Services;
• Transmit malicious code, viruses, or harmful data through the Services;
• Reverse engineer, decompile, or disassemble any part of the Services; or
• Use the Services to store or transmit material that infringes third-party intellectual property rights.

8. Integration Partners

The Services may integrate with third-party applications and services ("Integrated Services"), including financial administration platforms, government data systems, and other tools. Your use of any Integrated Service is subject to that provider's own terms of service and privacy policies. NonProfitly is not responsible for the practices or content of third-party Integrated Services.

If you enable an integration, you authorize NonProfitly to exchange data with the applicable Integration Partner as necessary to provide the integrated functionality. Contact your Administrator if you have questions about specific integrations.

9. Termination

Either party may terminate these Terms or your subscription upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice.

NonProfitly may suspend your access to the Services immediately upon notice if you fail to pay undisputed fees or if your use poses a security risk to the Services or other customers. For multi-year subscriptions, early termination fees may apply as set forth in your Order Form.

Upon termination, your right to access and use the Services ceases. Sections 5 (Customer Data), 6 (Intellectual Property), 10 (Disclaimers), and 11 (Governing Law) survive termination.

10. Disclaimers & Limitation of Liability

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." NONPROFITLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NONPROFITLY DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NONPROFITLY'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT WILL NONPROFITLY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

11. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Before initiating litigation, the parties agree to attempt to resolve any dispute through good-faith negotiation. If negotiation fails, disputes will be submitted to non-binding mediation before either party may pursue remedies at law or in equity.

12. Changes to Terms

NonProfitly may update these Terms from time to time. If we make material changes, we will notify you by email or through the Services at least thirty (30) business days before the changes take effect. Your continued use of the Services after the effective date of updated Terms constitutes your acceptance of the changes. If you object to any change, you may terminate your subscription before the effective date.

13. Contact

Questions about these Terms of Service should be directed to:
NonProfitly, Inc.
1400 Technology Drive, Harrisonburg, VA 22802
legal@nonprofitly.com  |  help@nonprofitly.com