User Agreement and Standard Terms & Conditions

This User Agreement (the “Agreement”) is made and entered into between Fund Hero, LLC (“FundHero”), which provides donation processing and customer relationship management services to political campaigns and nonprofit organizations, at 243 East 400 South, Suite B-100, Salt Lake City, Utah 84101, and the person or entity listed as the registering individual or organization listed at the time of said user’s registration with FundHero (the “User”).
    1. Registration; Commencement.
      1. User must register and select User’s initial level of service with FundHero through FundHero’s application at http://www.fundhero.io or https://app.fundhero.io.
      2. User and FundHero agree to be bound by the terms of this Agreement as of the completion of User’s registration with FundHero (the “Commencement Date”).
    2. Right to Use the Application.
      1. Subject to the terms of this Agreement, FundHero hereby grants User a non-exclusive, non-transferable right to use the FundHero application (the “Application”), which Application is more specifically described on FundHero’s website (http://www.fundhero.io). Use of the Application, together with access to capacity on FundHero’s hosting servers for Customer Data (as hereinafter defined) is collectively referred to herein as the “Service”.
      2. During the term of User’s access to the Application, FundHero shall provide User all updates and enhancements (the “Updates”) to the Application that are made generally available to other Users, at no additional cost to User. 
    3.  Compliance with Campaign Finance Laws. Political contributions are governed by campaign finance laws. User shall comply with all laws, rules and regulations regarding the use of the Service, including complying fully with any applicable campaign finance and fundraising laws, rules and regulations. User is solely responsible for the accuracy of campaign finance reports created using data derived from the Service and filed with regulatory agencies. FundHero shall not be deemed an agent of User in connection with User’s campaign finance or fundraising activities. FundHero makes no effort to ensure that contributions made through the Application are in accordance with applicable campaign finance or other laws. User has full and final responsibility for ensuring User’s own compliance. 
    4. Use Restrictions.
      1. The grant of rights hereunder to use the Application is not a sale of, or license to, the Application or any portion thereof. The Application is protected by intellectual property laws, it belongs to and is the property of FundHero, and FundHero retains all ownership rights thereto. FundHero reserves all rights not expressly granted by this Agreement.
      2. User shall not sell, license, lease, rent, or allow use of the Service to or by any other party.
      3. User shall not use the Service to perform or provide services for the benefit of or on behalf of any other party.
      4. User shall not copy, modify, alter or change, reverse engineer or decompile the Application or any portion thereof. User shall execute contracts with any consultants, vendors or other third parties that User authorizes to use the Application which obligates such party (and its employees, agents and other working on its behalf) to the terms and conditions of this clause and all other applicable provisions of this Agreement.
      5. User shall not transfer or assign any of its rights or obligations under this Agreement without the prior written consent of FundHero, which consent may be withheld or denied by FundHero for any reason or no reason whatsoever. Any such transfer or assignment without FundHero’s written consent shall be void and of no force and effect.
      6. User will comply with FundHero’s Acceptable Use Policy, if any.
      7. User will not (i) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Service; (iii) attempt to gain unauthorized access to the Service; (iv) access the Service other than through the Application; or (v) use the Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.
      8. User may not use the Service if User is legally prohibited from receiving or using the Service under the laws of the jurisdiction in which User is a resident or from which User accesses or uses the Service. The Service is not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), or the Federal Information Security Management Act (FISMA), so User may not use the Service where User’s communications would be subject to such laws. 
      9. User will immediately notify FundHero of any unauthorized use of Users’ identifications and passwords or User’s account.
    5. Service Levels. FundHero offers the service levels listed below. FundHero reserves the right to add, delete or modify the offered service levels, from time-to-time, and without prior notice. A description of current FundHero service levels can be found at http://www.fundhero.io/pricing.
      1. Free Service
      2. Subscription Service 
    6. Fees; Payment Terms. 
      1. In exchange for the right to use the Application granted by FundHero to User, User shall pay to FundHero the fees set out on FundHero’s website at fundhero.io/pricing. User shall also pay to FundHero any applicable sales taxes. Donation processing fees are earned and due at the time of processing. Subscription fees are earned monthly, in advance, for each month or partial month that User is a registered user of the Application and are due and payable on the first (1st) day of User’s monthly subscription and billing cycle. User shall pay a late charge of 1.5% per month on any fees not paid within thirty (30) days of the due date. 
      2. All processing fees, subscription fees, and other use fees are subject to change by FundHero and can be found at http://www.fundhero.io.
    7. Term; Renewal; Termination; Survival.
      1. User’s right to use the Application is effective upon the later of (i) the Commencement Date, and (ii) FundHero’s receipt of any applicable initial payment from User for User’s selected service level.
      2. Unless earlier terminated as provided herein, the right to use the Application shall remain in effect (i) on a month-to-month basis if User is using the Free Service or is a monthly subscriber, and (ii) for a one-year period if User is a pre-paid annual subscriber (as renewed from time-to-time, the “Term”).
      3. The Term will renew automatically on a monthly or annually basis, as applicable, until it is explicitly cancelled or downgraded by User as outlined herein. It is User’s sole responsibility to terminate any Subscription Service by canceling or downgrading User’s automatic charge through User’s FundHero account settings. Failure to terminate User’s Subscription Service through User’s account settings will result in the continuation of services, all monthly or annual fees, and User shall continue to be bound by all terms and conditions herein. In the event of termination of a Subscription Service, User’s account will immediately become inactive or downgraded to a lower service tier. Any outstanding balance or remaining portion of the month will be refunded to users on a pro-rated basis. 
      4. FundHero shall have the right, without notice, to terminate this Agreement or restrict access to the Service if, in FundHero’s good faith judgment:
        1. User violates the terms of this Agreement or any applicable Acceptable Use Policy;
        2. FundHero determines that User is acting, or has acted, in a way that has or may negatively reflect on or affect FundHero, FundHero’s prospects, or FundHero’s customers;
        3. User uses the Service in a way that violates applicable local, state, federal, or foreign laws or regulations;
        4. User uses the Service, directly or indirectly, in any mannerthat results in excessive hard bounces, SPAM complaints via feedback loops, direct spam complaints, or requests for removal from a mailing list by recipients;
        5. User’s repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity
        6. User’s non-payment of any amount due; or
        7. User’s use of the Service: (ii) is being used to engage in denial of service attacks or other disruptive activity, (ii) is creating a security vulnerability for the Service or others, (iii) is consuming excessive bandwidth, or (iv) is causing harm to FundHero or others.
      5. FundHero may suspend, limit, or terminate the Free Services for any reason at any time without notice. 
      6. FundHero may terminate User’s subscription to the Free Services due to inactivity.
      7. Upon termination or expiration of this Agreement, User will stop all use of the Service and FundHero content. 
      8. User’s obligations hereunder shall survive termination of this Agreement indefinitely or otherwise to the extent set out therein.
      9. Provided that this Agreement is not terminated by FundHero for a violation of the terms hereof, Free Service and Subscription Service Users who have no outstanding payment obligations to FundHero at the time of the termination or expiration of this Agreement, may request, within thirty (30) days after termination or expiration of this Agreement, access to the Service to retrieve all Customer Data. Alternately, FundHero may elect to provide User with copies of all Customer Data then in FundHero’s possession or control. Customer Data may be withheld until User pays any fees owed to FundHero. Thirty (30) days after the termination or expiration of this Agreement, FundHero shall have no obligation to maintain or provide Customer Data and may, unless legally prohibited, delete all Customer Data in FundHero’s systems or otherwise in FundHero’s control.
      10. If this Agreement is terminated by FundHero for a violation of the terms hereof, FundHero shall have no liability to User for User’s subsequent inability to utilize the Application or Service.
    8. Support. FundHero shall have no obligation to provide product or other support to User except as specifically detailed, from time-to-time, at http://www.fundhero.io/pricing. 
    9. Terms of Service. 
      1. FundHero will provide, or will provide access to, the servers, equipment, and physical and telecommunications facilities needed to host and support the Service. FundHero shall provide for connectivity with the Service via the Internet. When possible, FundHero will advise User of issues which may impact performance prior to occurrence.
      2. FundHero reserves the right to monitor any and all communications through or with its servers.
      3. User shall use the Service in a manner consistent with acceptable Internet practices, policies and standards, including, if applicable, any FundHero Acceptable Use Policy. 
      4. User acknowledges and agrees that any unauthorized use of FundHero’s or its contractors’ computer systems (e.g., unsolicited email advertisements) is a violation of this Agreement and certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. § 1030 et seq.). Such violations may subject User or its agents to civil and criminal penalties. User agrees not to transmit unsolicited or prohibited advertising or other harassing or illegal materials through electronic mail, Usenet postings, or other Internet media. The use of the Service for unsolicited mass mailings, postings, or other activities considered an annoyance to others, commonly referred to as “spamming,” is strictly prohibited and may cause the Service to be terminated immediately and without warning, and User will be held fully responsible for any damages to FundHero, or any other party or parties resulting from any such conduct. Specifically, User shall not send e-mail messages to recipients who have not specifically requested or given express consent to receive those messages. User shall not send e-mail to lists purchased from or gathered in any way by third parties. User shall honor immediately all requests from list members to be removed from the mailing list. Removal requests include but are not limited to unsubscribe or opt-out requests, bounces, and unsolicited e-mail complaints. In the event FundHero is required to respond to ISPs or spam lists requests concerning User as a result of User’s use of the Service, Application or other FundHero products or services, User agrees to reimburse FundHero for its actual costs in responding to such issue. Such costs may include the cost of FundHero employees (at such employees’ commercial hourly rate).
      5. User’s use of the Service is at User’s sole risk. FundHero is not responsible for files and data residing on User’s account. While FundHero will perform, or cause to be performed, full back-ups of its servers and maintain data for rolling periods to protect against loss of data due to system failure, User agrees to take full responsibility for files and data stored on FundHero servers. User agrees that FundHero shall not be responsible to restore from back up storage User’s files lost as a result of User error.
      6. User agrees that any unplanned or unannounced interruptions in the Service shall not require a remedy. It is expressly understood that FundHero shall have no liability of any kind or nature whatsoever to User for any planned or unplanned interruptions of service or other failures caused by FundHero’s payment processing partners or other business partners.
    10. Indemnification. 
      1. User shall indemnify, defend and hold FundHero harmless from all claims, legal actions, losses, costs and expenses (including attorneys’ fees) arising out of or related to User’s violation of the terms of this Agreement, User’s violations of law, or FundHero becoming a party to a dispute or litigation between User and a third party arising out of the use of the Service.
      2. User agrees that FundHero shall not be responsible or liable for any loss or damage of any sort incurred as the result of User’s dealings with third parties. If there is a dispute between User and any third party, User understands and agrees that FundHero is under no obligation to participate, support User or become involved in User’s defense. In the event that User has such a dispute, User hereby releases FundHero, its officers, directors, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Service.
    11. Intellectual Property.
      1. The Application is protected to the maximum extent permitted by copyright laws and international treaties. FundHero’s content displayed on or through the Application is protected by copyright as a collective work and/or compilation, pursuant to copyright laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the Application, any aspects of the Service, or the collective work of FundHero is strictly prohibited. Copying or reproducing FundHero’s website or any portion thereof to any other server or location for further reproduction or redistribution is prohibited. User agrees not to reproduce, duplicate or copy content from the Application, and agrees to abide by any and all copyright notices displayed on the Application.
      2. Any data placed in the Application by User and any data specific to User e-mail list or volunteer sign-ups (the “Customer Data”) are the property of User and shall not be used by FundHero for any purpose other than in connection with the performance of this Agreement. Any data and/or content placed in the Service by User shall be done so solely at the risk and responsibility of User. User agrees to the FundHero Privacy Policy, which is incorporated herein by reference, and can be read at http://www.fundhero.io/privacy. User acknowledges that:
        1. Contribution data entered through the Application by User’s supporters is not considered Customer Data and is subject to the terms of FundHero’s Privacy Policy; and
        2.  User’s supporters may elect to store their information (including credit card information) with the gateway used by FundHero, thereby allowing the supporters the convenience of not having to fill in online form data, either on User’s website, or on the websites of other FundHero customers.
      3. FundHero may, from time to time, aggregate service usage or site traffic statistics of our clients to analyze usage levels and patterns of usage, to improve the service for our customers, to describe our service to prospective business partners and other third parties, or for use in FundHero’s advertising and marketing media.
      4. User hereby grants FundHero a non-exclusive license to use its name, logos, trademarks and service marks in connection with the Service provided in this Agreement and to use its name in FundHero’s advertising and marketing media solely for the purpose of identifying User as a client or User of FundHero. Subject to User’s consent, which shall not be unreasonably delayed, denied or withheld, FundHero may prepare a case study, white paper, press release or other similar document reviewing User’s use of the Application.
    12. Confidential Information.
      1. The Application and other proprietary or confidential information of FundHero, as defined herein, are the intellectual property or confidential information of FundHero (collectively “Confidential Information”). User shall maintain all Confidential Information disclosed by FundHero under this Agreement in strict confidence. The Confidential Information shall be used in accordance with this Agreement and shall not be disclosed to any third party. Confidential Information shall include, but is not limited to: Application, Updates, Application documentation, technical support guides, customer lists, pricing proposals, research and development information, processes, designs, bug fixes, reported problems with the Application or Service, and any other information identified as confidential or information that User knew or reasonably should have known was confidential.
      2. FundHero may be irreparably damaged if the obligations under this Section are not specifically enforced and FundHero may not have an adequate remedy in the event of an actual or threatened violation by User of its obligations under this Section. FundHero may be entitled, in addition to other available remedies, to an injunction restraining any actual, threatened or further breaches by User of its obligation under this Section or any other appropriate equitable order or decree.
      3. FundHero will not use, or allow anyone else to use, Customer Data to contact any individual or company except as User directs or otherwise permits. FundHero will use Customer Data only in order to provide the Service to User and only as permitted by applicable law, this Agreement, and FundHero’s Privacy Policy. 
      4. FundHero will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. User consents to the processing of Customer Data in the United States.
      5. The content User posts or otherwise makes available through the Application may not be illegal, obscene, threatening, defamatory, or otherwise injurious to third parties. User may not impersonate any person or entity, or otherwise mislead as to the origin of User’s content. FundHero may, without notice, review, edit and delete any Customer Data or customer materials that FundHero determines in good faith violate the terms of this Agreement or FundHero’s Acceptable Use Policy, if any, provided that, FundHero shall have no duty to prescreen, control, monitor or edit User’s Customer Data or customer materials. 
    13. Noninfringement.
      1. FundHero warrants only that: (i) it has never had a claim of infringement or trade secret violation advance against it with respect to the Application; (ii) it is the owner of all right, title and interest in and to the Application; and (iii) to the best of FundHero’s knowledge, use of the Application as contemplated by this Agreement will not infringe the rights of any third parties.
      2. In the event of an infringement claim, User shall immediately notify FundHero, and FundHero shall have the right, at its sole discretion, to either:  (i) replace the infringing Application with functionally equivalent software; (ii) modify such Application while retaining substantively equivalent functionality; (iii) procure at no cost to User the right to continue to use such Application; or (iv) if none of the foregoing is commercially reasonable, immediately terminate the License and this Agreement upon notice to User. Upon termination, FundHero shall provide User a pro-rata refund of any fees paid for the remainder of the Term. The foregoing states the entire liability of FundHero with respect to a claim of infringement or misappropriation of any third party intellectual property right.
    14. Limited Warranty.  
      1. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE APPLICATION AND SERVICE ARE PROVIDED “AS IS.”  USER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE APPLICATION AND SERVICE FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.
      2. FUNDHERO’S TOTAL LIABILITY TO USER, IN TORT, CONTRACT OR OTHERWISE, SHALL NOT EXCEED FIFTY PERCENT (50%) OF THE AMOUNT OF SUBSCRIPTION FEES PAID BY USER UNDER THIS AGREEMENT.  IN NO EVENT SHALL FUNDHERO BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, EVEN IF FUNDHERO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.  
      3. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO USER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY, AND USER MIGHT HAVE ADDITIONAL RIGHTS.
    15. Force Majeure. FundHero shall not be liable to User for any delay or failure to perform its obligations under this Agreement if and to the extent such delay or failure arises from network or electrical outages; labor or industrial disturbances; floods; lightning; earthquakes; fire; war or acts of the public enemy; embargoes; blockages actions restriction regulation or orders of any government, agency or subdivision thereof or any natural disaster or act of god.
    16. General.
      1. No course of dealing or failure to enforce any provision of this Agreement shall constitute a waiver of any rights under this Agreement. To be effective, any waiver to this Agreement must be in writing and signed by both parties.
      2. If any provision of this Agreement, or portion thereof, is held to be invalid under any applicable statute or rule of law, such provision shall be severed here from and the remaining provisions of the Agreement shall remain in full force and effect.
      3. Nothing contained herein shall be deemed or construed by the parties hereto or by any third person or entity to create the relationship of partnership, joint venture, agency or employment.  At all times, each of the parties shall be deemed an independent contractor with respect to its rights and obligations under this Agreement.
      4. FundHero shall have the right to assign this contract without consent of User.
      5. In the event FundHero is required to respond to a subpoena or otherwise respond to legal requests concerning User as a result of User’s use of the Service, Application or other FundHero products or services, User agrees to reimburse FundHero for its actual costs in responding to such subpoena or legal request.  Such costs may include the cost of the FundHero employee (at such employee’s commercial hourly rate) responding to such subpoena or legal request plus the actual fees of FundHero’s outside counsel in assisting with the response to such subpoena or other legal request.
      6. This Agreement shall be governed by the laws of the State of Utah without reference to its judicially or statutorily pronounced rules regarding conflict of laws or choice of law. Any controversy or claim arising out of or relating to this Agreement or the breach thereof, including the determination of whether a dispute between the parties is subject to this provision, shall be settled by binding arbitration. The arbitration shall be held in Salt Lake City, Utah in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect.  The parties shall mutually agree upon and designate an arbitrator; however, in the absence of such agreement and designation within thirty (30) days following the demand for arbitration, then AAA shall choose an arbitrator. In no event shall the arbitrator award punitive, consequential, or exemplary damages. The decision of the arbitrator shall be rendered within thirty (30) days following conclusion of the arbitration, shall be in writing and shall set forth in detail the reasons for such decision. Judgment upon the award may be entered in any court of competent jurisdiction. In the event of any action or proceeding (including arbitration) brought in connection with this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees arising from such action or proceeding.
      7. This Agreement constitutes the entire agreement between FundHero and User with respect to the rights granted hereunder, and supersedes all understandings, representations, prior agreements or communications relevant to the use of the Application and Service. User has not been induced to enter into this Agreement by any representations or promises not specifically stated herein.
      8. The person registering on the FundHero site and agreeing to be bound by this Agreement on behalf of User has the power and authority to bind User to its obligations hereunder.  This Agreement is a valid, legal and binding obligation of User.
      9. FundHero may update and change the terms and conditions contained herein from time to time.  User is, therefore, encouraged to periodically review these terms and conditions online. User’s continued use of the Service shall indicate User’s acceptance of any changes to this Agreement; User may reject the new terms and conditions solely by terminating User’s account as otherwise provided herein.
      10. Content on the FundHero website, available through the Application, or otherwise distributed by FundHero to User is made available under a Creative Commons license. User is free to copy, distribute, and display this content and to make derivative works, provided that:
        1. User credits FundHero as the original source of this content; and
        2. User does not use this content for commercial purposes.
        3. If User wants to use this content in another way, please contact us for permission.
      11. Text, graphics, data, and other content posted by User on FundHero’s website, through the Application, or otherwise, is the sole responsibility of User. Therefore (a) FundHero does not control and is not responsible for the accuracy, integrity, or quality of User-created content, and (b) User, and not FundHero, is entirely responsible for all content User posts or otherwise makes available via the Application. 
      12. FundHero will provide its reasonable cooperation in the case of any supporter of User seeking refunds requested for reasons such as input error, accidental duplicate donations, or the entry of incorrect donation amounts. However, it is expressly understood that FundHero will not, and cannot, provide supporter refunds except to the extent that User cooperates with FundHero and FundHero’s processing provider(s) and refunds the necessary amounts, including any and all processing fees and other costs and charges, to FundHero or FundHero’s processing provider(s), as applicable. It is expressly further understood that User shall be responsible to FundHero for all losses, costs, and expenses incurred by FundHero which are associated with any chargebacks, declined charges, or reversals of contributions made by any supporter of User (collectively, the “Reversal Costs”). In addition to any other rights and remedies available to FundHero hereunder, at law or in equity, FundHero shall have the right to recover Reversal Costs from any amounts due from FundHero or FundHero’s processing agent(s) to User.
      13. For convenience, FundHero may offer the ability to make recurring contributions using a stored payment method. If this feature is made available to User’s supporters, supporters wishing to cancel future instances of a recurring contribution, or change the payment method used for future charges, will be able to do so by visiting their account settings.