|USER SUBSCRIPTION AGREEMENT|
|By completing and submitting the i-ngo.com Account Registration Form online, you (and the company you represent, if any) are entering into a legally binding agreement with i-ngo.com and its parent company, Prontis Inc. (collectively referred to as "i-ngo.com"), based on the following terms.|
The mission of i-ngo.com is to power and network the management of institutions around the globe and to empower mission-driven users with intelligent management tools.
By using and/or registering an account on i-ngo.com ("i-ngo.com" or the "Services"), whether or not you are using i-ngo.com on an individual basis or on behalf of a company, you are in essence subscribing to i-ngo.com's Services ("Subscription"), and you (and the company that you represent, if any) are bound by this Agreement, and you become an i-ngo.com subscriber and an i-ngo.com user ("User" or "Subscriber"), and you enter into a legally binding agreement with i-ngo.com and its parent company, Prontis Inc., 50 Fenway, Suite 4, Boston, MA 02215, USA, based on the terms of this i-ngo.com User Subscription Agreement (referred to as the "Agreement" or "Subscription Agreement").
Throughout this Agreement, the term "you" may interchangeably refer to you as an individual as well as the company that you represent, if any, vis-a-vis i-ngo.com, in the context of this Agreement.
You may not register or access the Services if you are a direct competitor of i-ngo.com.
The terms of this Agreement may be amended from time to time with or without advance notice. This Agreement is effective between you and i-ngo.com as of the date of you accepting this Agreement. If you do not agree with the terms of this Agreement, do not become an i-ngo.com User and do not click the "Register with i-ngo.com" button on the registration webpage. By clicking the "Register with i-ngo.com" button, you acknowledge that you have read, understood, and agree with the terms and conditions of this Agreement. By clicking the "Register with i-ngo.com" button, you acknowledge your click as an electronic signature of this Agreement.
Information or content you submit to i-ngo.com Services and store in i-ngo.com databases under this Agreement is considered your data ("Data"), unless you have shared any part of that information or content with others and they have copied or stored it outside your account, or unless you have shared any part of your content with the public through i-ngo.com's Hub search engine.
All content and User content stored by you on i-ngo.com shall remain your property for as long as it is not permanently deleted from i-ngo.com databases for any reason. You grant to i-ngo.com a non-exclusive, worldwide, irrevocable, perpetual, unlimited, assignable, sub-licensable, royalty-free right to your content only to the extent necessary for i-ngo.com to provide its Services and to store the content in i-ngo.com databases.
i-ngo.com shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of your Data, with the exception of selected data pieces that you share with the public through i-ngo.com's Hub search engine.
i-ngo.com (i) shall not modify your Data, (ii) shall not disclose your data (unless you designate such Data as public) except as compelled by a court of law or as expressly permitted in writing by you, and (ii) shall not access your Data except to provide the Services and to prevent or address service or technical problems, or at your request in connection with customer support matters.
Any information you submit to i-ngo.com is at your own risk of loss. It is your responsibility to keep your i-ngo.com profile information accurate and updated.
If you do not renew your Subscription to the Services at the end of your free-trial period or your paid-subscription period, your account will be disabled and your Data and content will remain on i-ngo.com for only one additional month as a grace period, without you being able to access your Data during the grace period. If you do not renew your subscription by the end of the grace period, your Data will be permanently deleted from i-ngo.com.
During your free-trial or paid-subscription periods, the bulk of your Data that you enter into the Services cannot be transferred to an i-ngo.com service or type of account that would be a downgrade from that covered by your free-trial or paid-subscription (for example, downgrading from Full-Access Organization account to Limited-Access Organization account or to Basic-Access Individual account).
You shall be responsible for the accuracy, quality and legality of your Data and of the means by which you acquired your Data.
|USE OF I-NGO.COM SERVICES|
Services are purchased as User subscriptions and may be accessed by no more than the specified number of users. Additional User subscriptions may be added during the applicable subscription term at the (non-prorated) pricing effective at the time of the new purchase, and the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. Each User subscription is for the designated User only and cannot be shared or used by more than one User, but may be reassigned to a new User replacing the former User who no longer require ongoing use of the Services.
i-ngo.com is responsible for making commercially reasonable efforts to avail the Services 24 hours a day, 7 days a week, except for: (i) scheduled or non-scheduled downtime due to hardware or software maintenance or upgrades, (ii) any unavailability caused by circumstances beyond i-ngo.com's reasonable control, including without limitation, acts of Nature, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes, or labor problems, Internet service provider failures or delays, or denial-of-service attacks, and (iii) provide the Services only in accordance with applicable laws and government regulations.
i-ngo.com Services may contain features designed to interoperate with non-i-ngo.com applications (for example, Facebook, Google, Twitter, etc.). To use such features, you may be required to obtain access to such non-i-ngo.com applications from their respective providers. If the provider of any such non-i-ngo.com application ceases to make the non-i-ngo.com application available for interoperation with the corresponding i-ngo.com Services on reasonable terms, i-ngo.com may cease providing such Services without entitling you to any refund, credit, or other compensation.
i-ngo.com provides no equipment, software, or communication connections to you. i-ngo.com makes no representations, warranties or assurances that the your own equipment, software, web browsers, and communication connections will be compatible with i-ngo.com Services.
i-ngo.com cannot guarantee continuous service, service at any particular time, integrity of data, information or content stored or transmitted via the Internet. i-ngo.com will not be liable for any unauthorized access to, or any corruption, erasure, theft, destruction, alteration or inadvertent disclosure of, data, information or content transmitted, received or stored on its system.
Except as expressly provided in this Agreement, neither you nor i-ngo.com shall be liable in any way to the other party or any other person or entity for any lost profits or revenues, loss of use, loss of data or costs of procurement of substitute goods, licenses or services or similar economic loss, or for any punitive, indirect, special, incidental, consequential or similar damages of any nature, whether foreseeable or not, under any warranty or other right hereunder, arising out of or in connection with the performance or non-performance of any order, or for any claim against the other party by a third party, regardless of whether it has been advised of the possibility of such claim or damages.
You shall (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and (ii) use the Services only in accordance with i-ngo.com guidelines and applicable laws and government regulations.
You shall not (i) make the Services available to anyone other than actual users of i-ngo.com, (ii) sell, rent, or lease the Services, (iii) use the Services to store or transmit infringing, libelous, or otherwise unlawful material, or to store or transmit material in violation of third-party privacy rights, (iv) use the Services to store or transmit malicious code (such as viruses, worms, time bombs, Trojan horses or other harmful agents), (v) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (vi) attempt to gain unauthorized access to the Services or their related systems or networks.
|FEES, PAYMENTS, & DURATION|
You shall pay all your subscription fees, which are based on services purchased rather than actual usage. Your payment obligations are non-cancelable and fees paid are non-refundable. The number of User subscriptions purchased per organization account cannot be decreased during the relevant subscription. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.
You will provide i-ngo.com with valid and updated credit card information. You authorize i-ngo.com to charge such credit card for all Services for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable order form. Unless otherwise stated in the order form, invoiced charges are due net 30 (thirty) days from the invoice date. You are responsible for providing complete and accurate billing and contact information to i-ngo.com and notifying i-ngo.com of any changes to such information.
If any amount that you owe i-ngo.com under this Agreement for i-ngo.com Services is 10 (ten) or more days overdue, i-ngo.com may, without limiting i-ngo.com's other rights and remedies, suspend the Services to you until such amounts are paid in full.
Unless otherwise stated, i-ngo.com fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). i-ngo.com is solely responsible for taxes assessable against i-ngo.com based on i-ngo.com income, property, and employees. You are responsible for paying all Taxes associated with your purchases hereunder. If i-ngo.com has the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you.
This Agreement commences on the date you accept it and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If you elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.
User subscriptions purchased by you shall commence on the start date specified in the applicable order form and continue for the subscription term specified therein. Except as otherwise specified in the applicable order form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be based on the effective pricing at the time of the renewal date and thereafter.
TERMINATION FOR CAUSE
You or i-ngo.com may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Upon any termination for cause by you, i-ngo.com shall refund you any prepaid fees covering any unused months (not days) remaining in the term of all subscriptions after the effective date of termination.
Upon any termination for cause by i-ngo.com, you shall pay any unpaid fees covering the remainder of the term of all order forms after the effective date of termination. In no event shall any termination relieve you of the obligation to pay any fees payable to i-ngo.com for the period prior to the effective date of termination.
Upon request by you, if such a request is made within 30 days after the effective date of termination of a purchased Services subscription, i-ngo.com will make available to you for download one or more files of your Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, i-ngo.com shall have no obligation to maintain or provide any of your Data and shall thereafter, unless legally prohibited, delete all of your Data in i-ngo.com systems or otherwise in i-ngo.com possession or under i-ngo.com control.
i-ngo.com reserves all rights, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
You shall not (i) permit any third party to access the Services except as permitted herein, (ii) copy, frame, or mirror any part of the Services features, (iii) reverse engineer the Services, or (iv) access the Services in order to build a competitive product or service, or copy any features, functions or graphics of the Services.
i-ngo.com shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations, or other feedback provided by you relating to the operation of the Services.
This Agreement, including any order forms and subscription forms, constitutes the entire agreement between you and i-ngo.com and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any order form or any subscription form, the terms of such exhibit, addendum or order form or subscription form shall prevail.
This Agreement shall be governed by the laws of the state of Massachusetts in the United States.