IMPORTANT -- THIS AGREEMENT ("AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR ENTITY) (“YOU”, "YOUR" OR "ACCOUNT HOLDER") AND TRUESPIN DIGITAL LIMITED (“TRUESPIN DIGITAL”). BY USING THE SERVICES AND/OR ANY SOFTWARE HEREIN DESCRIBED, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT TO TRUESPIN DIGITAL THAT YOU HAVE LEGAL AUTHORITY TO BIND THAT ENTITY.
1. Your Agreement with Truespin Digital
You are agreeing to use Truespin Digital’s cloud-based grant management service known as Sums.org, which may be referred to individually or collectively herein as the "Service(s)", and/or Truespin Digital’s grant management software ("Software"). The Service and the underlying Software may not be error free. Therefore, You are advised to safeguard important data, to use caution and not to rely on the correct functioning or performance of the Service or Software. Although Truespin Digital will use reasonable efforts to provide technical support (assuming you have paid any applicable fees), it provides no assurance that any specific errors in the Service or Software will be corrected.
2. Access and Restrictions
Subject to the terms and conditions of this Agreement, by registering an account at Sums.org and subject to account approval, Truespin Digital grants to You:
Service level expectations are set out in our separate Service Level Agreement and should be read in conjunction with these Terms of Service.
Except as otherwise specifically permitted in this Agreement, You may not:
3. Your Account and Use of the Service
You are required to create an account to access the Service and/or use the Software. You agree not to impersonate any person or entity or misrepresent Your identity or affiliation with any person or entity, including using another person's username, password or other account information. You are responsible for the security of Your password and for any use of Your account. You also agree to notify us promptly at email@example.com of any unauthorised use of Your username, password, other account information, or any other breach of security that You become aware of involving or relating to the Service or Software.
If there is a fee associated with Your use of the Service or Software, You agree to pay that fee. Truespin Digital may suspend or cancel Your access to the Service or Software if Truespin Digital does not receive payment from You. Suspension or cancellation for non-payment may result in a loss of access to and use of Your account. By providing Truespin Digital with Your payment method, You (a) represent that You are authorised to use the payment method that You provided and that any payment information You provide is true and accurate; and (b) authorise Truespin Digital to charge You using Your payment method and to charge You for any paid feature that You choose to sign up for or use while this Agreement is in effect. You acknowledge and agree that Truespin Digital may bill you on a recurring basis for Services that You purchase on a subscription basis. Truespin Digital may change the price it charges for the Services at any time and will notify You in advance of such changes. If You do not agree to the price change, You must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your Services offer, that price will remain in force for that term. Unless otherwise provided by law or by a particular Service offer, all purchases are final and non-refundable.
In Your use of the Service or Software, You agree to comply with all applicable laws and regulations. For clarity, You are solely responsible for compliance related to the manner in which You choose to use the Service or Software, including Your transfer and processing of Your content via the Service or Software.
You agree that You will not:
You represent that You have either reached the age of “majority” where You live or have valid parent or legal guardian consent to be bound by the terms of this Agreement. If You do not know whether You have reached the age of majority where You live, or do not understand this section, please do not create an account with Truespin Digital before You have asked your parent or legal guardian for help. If You are the parent or legal guardian of a minor that creates an account with Truespin Digital, You accept this Agreement on the minor’s behalf and agree to be responsible for all use of the corresponding account.
You may not access the Service other than through the interfaces or APIs provided by Truespin Digital or interfere with or disrupt the proper operation of the Service.
4. Support and Updates
Subject to Your payment of the corresponding fees (if any), Truespin Digital shall provide reasonable technical support. You shall provide Truespin Digital with such technical information and assistance as Truespin Digital may reasonably request in order for it to provide support. Subject to Your payment of the corresponding fees (if any), Truespin Digital shall provide the You with updates, enhancements and maintenance modifications as they become available.
5. Use of Your feedback
You agree, at your sole discretion, to provide to Truespin Digital suggestions, comments and feedback regarding the Service or Software, including but not limited to usability and bug reports (collectively, "Feedback"). If You provide such Feedback to Truespin Digital, You hereby grant Truespin Digital the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights to: make, use, copy, modify, sell, distribute, publicly perform or display, sublicense (including the right to sublicense to further third parties), and create derivative works of the Feedback as part of any Truespin Digital product, technology, service, specification or documentation (individually and collectively, "Truespin Digital Products"). You warrant that Your Feedback is not subject to any license or other terms that would purport to require Truespin Digital to comply with any additional obligations with respect to any Truespin Digital Products that incorporate any Feedback.
Truespin Digital may use Your name and/or logos to identify You as a Sums.org user in its general marketing materials or otherwise.
6. Unauthorised Use
You agree to use reasonable efforts to cooperate with and assist Truespin Digital in identifying and preventing any unauthorised use, copying, or disclosure of the Service or the Software.
7. Truespin Digital Proprietary Rights
Truespin Digital and any of its licensors own all proprietary rights in and to the Service and the Software. The Service and any Software is provided to you as a service and not sold. Except as expressly provided herein, Truespin Digital retains all rights and does not grant any express or implied right to You under any Truespin Digital patents, copyrights, trademarks, or trade secret information.
8. Modification and Termination of the Service
Truespin Digital may place limits on, modify, suspend or terminate the Service generally, may remove or disable access to any content posted by You in using the Service and may suspend or terminate Your use of the Service or terminate this Agreement at any time, including as a result of Your use of the Service that Truespin Digital reasonably deems to be excessive, which may include usage that substantially and repeatedly exceeds the typical levels of usage by other users of same category/tier of Service. Notwithstanding anything else in this Agreement, this suspension or termination may result in the immediate deletion of Your documents, information, files, and other previously available content. Truespin Digital is under no obligation to return any content to you. If Truespin Digital terminates the Service, Your use of the Service or this Agreement, the rights granted to You under this Agreement shall immediately terminate (except that You may continue to use any Software as provided in Section 2(ii) in all instances other than termination of this Agreement as a result of Your breach) and You shall immediately cease using the Service. In addition to those provisions that survive according to their terms, Sections 3 through 15 shall continue to be effective after termination of this Agreement. If Truespin Digital terminates the Service, Your use of the Service or this Agreement, the rights granted to You under this Agreement shall immediately terminate and You shall immediately cease using the Service.
9. Changes to this Agreement
Truespin Digital may change this Agreement and will post the modified agreement (which shall then become the Agreement) on Sums.org. Therefore, Truespin Digital encourages you to check the terms of this Agreement from time to time to see if they have been updated. If You do not agree to the modified agreement, Your sole recourse is to stop using the Service and/or Software. Your continued use of the Service or Software after the date the modified agreement is posted will constitute Your acceptance of the modified agreement.
10. Indemnification by Truespin Digital
During the Term of your subscription, Truespin Digital shall defend, indemnify and hold harmless the Account Holder its officers, directors, employees, Users, successors and assigns, from and against any and all losses, damages, liabilities, settlements, reasonable costs and expenses resulting from or arising out of any third-party claim, demand, or cause of action which alleges that the Service infringe any duly issued patent, copyright or trademark or misappropriate any trade secret right of a third party (“Claim”). Account Holder shall provide Truespin Digital with prompt written notice of any Claim and permit Truespin Digital to control the defense, settlement, adjustment or compromise of such Claim. Account Holder shall have no authority to settle any Claim on behalf of Truespin Digital. In addition, in the event use of the Service during the Term becomes, or in Truespin Digital’s reasonable opinion is likely to become, the subject of a claim of infringement as outlined in this Section 10, Truespin Digital may, at its option and expense: (a) obtain for Account Holder the continuing right to use Service; or (b) modify the Service/s or replace them with a substantially functional equivalent so that they no longer infringe; or (c) if neither (a) nor (b) is reasonably practicable, terminate Account Holder’s access to such allegedly infringing Services and/or Software and refund to Account Holder any unused pre-paid fees paid to Truespin Digital, in which case this Agreement and Account Holder’s right to use the Services and/or Software will terminate. This Section 10 states Truespin Digital’s entire liability and Account Holder’s exclusive remedy with respect to any claim of intellectual property infringement.
11. Indemnification by Account Holder
You will defend, indemnify and hold harmless Truespin Digital, its affiliates, and their respective officers, directors, employees, agents, licensors and any third-party providers, from and against all claims, losses, damages and costs, including reasonable attorneys’ fees, arising from any third-party claim against Truespin Digital related to Your use of the Service or Software, including any document or content You submit to the Service.
12. Exclusion of Warranties
ACCOUNT HOLDER ACKNOWLEDGES AND UNDERSTANDS THAT THE SERVICE AND ANY SOFTWARE MAY CONTAIN ERRORS, OMISSIONS, AND PROBLEMS. ACCOUNT HOLDER HEREBY ACCEPTS THE SERVICE AND SOFTWARE, "AS IS" AND WITH ALL FAULTS, DEFECTS AND ERRORS AND ACCOUNT HOLDER UNDERSTANDS THAT IT ASSUMES ALL RISKS OF USE, QUALITY, AND PERFORMANCE. NEITHER TRUESPIN DIGITAL NOR ANY OF TRUESPIN DIGITAL'S LICENSORS MAKE ANY EXPRESS WARRANTIES, AND EACH OF THEM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
13. Limitation of Liability
ACCOUNT HOLDER AGREES AND ACKNOWLEDGES THAT NEITHER TRUESPIN DIGITAL NOR ANY OF ITS LICENSORS MAY BE HELD LIABLE FOR ANY CLAIM, LOSS, DAMAGES, EXPENSES OR COSTS OF AN INDIRECT NATURE, INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS OR OTHERWISE AND IN NO EVENT SHALL THEY BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT OF FEES PAID TO TRUESPIN DIGITAL BY ACCOUNT HOLDER (IF ANY) UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING SIX MONTHS. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. THE LIMITATIONS IN THIS SECTION APPLY TO YOU ONLY TO THE EXTENT THEY ARE LAWFUL IN YOUR JURISDICTION.
THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT IF THE ABOVE LIMITATION WERE NOT INCLUDED HEREIN, TRUESPIN DIGITAL WOULD NOT PROVIDE ACCESS TO THE SERVICE OR SOFTWARE TO YOU.
14. Ethical Business Conduct
Truespin Digital is committed to integrity and high standards of business conduct in everything it does, especially in its dealings with its customers, suppliers and contractors. As a result, Truespin Digital supports and agrees to abide by the following principles:
15. General Legal Terms
This Agreement is the entire agreement between You and Truespin Digital related to the Service and/or Software, replacing any prior agreements. There are no other third-party beneficiaries to this Agreement. The parties to this Agreement are independent contractors, and nothing in this Agreement creates an agency, partnership, or joint venture. You shall not assign this Agreement, by operation of law or otherwise. Truespin Digital may assign this Agreement, subject to all of the terms of this Agreement.
Failure to enforce any provision will not constitute a waiver of that provision. If any provision of this Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose and, in any event, the remainder of the Agreement shall be unaffected. The prevailing party in any action or proceeding to enforce its rights hereunder shall be entitled to recover reasonable attorneys’ fees and other reasonable costs incurred in the action or proceedings.
You may only resolve disputes with Truespin Digital on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.