FrontStream Terms and Conditions

TERMS OF USE

Last Updated: August 17, 2021

These Terms of Use (“Terms”) govern the relationship between FrontStream Holdings, LLC (together with all affiliates, “FrontStream,” “we,” “our,” or “us”) and a customer of the Salesforce Philanthropy Cloud with regard to FrontStream’s provision of its proprietary Comprehensive Processing and Distribution Platform. FrontStream and you may be collectively referred to as “Parties” and/or individually as a “Party.”

Carefully read these Terms. By accessing or using the Service, the organization (and its personnel) using the Service (the “Customer” or “you”), agrees that they understand and agree with these Terms and our Privacy Policy. If you do not agree with these Terms or our Privacy Policy, do not use the Service.

We reserve the right to modify these Terms at any time. All changes will be effective immediately upon posting to the Service and, by accessing or using the Service after changes are posted, you agree to those changes. Material changes will be conspicuously posted on the Service or otherwise communicated to you.

ARBITRATION NOTICE: You agree that, except for certain types of disputes described in the binding arbitration provision below, all disputes between you and FrontStream will be resolved by mandatory binding arbitration and you waive any right to participate in a class action lawsuit or class-wide arbitration.

In consideration of the promises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto covenant and agree as follows:

 

1. DEFINITIONS

1.1 "Access Credentials" means keys, certificates, access codes, user IDs or other login information provided to Customer for the purpose of accessing or using the Service.

1.2 “Donation” means any delivery of funds by Customer or its personnel through the Service for distribution as a donation to one or more organizations for charitable purposes that satisfies any requirements established from time to time by FrontStream or the Salesforce Philanthropy Cloud.

1.3 “Effective Date” means the date on which Customer accepts these Terms, or first accesses or uses the Service, whichever is earlier.

1.4 “Fees” means the fees collected by FrontStream in consideration for providing the Service as set forth in the Fees Appendix.

1.5 “Service” means FrontStream’s proprietary Comprehensive Processing and Distribution Platform, including the services provided by FrontStream and third-parties with which FrontStream contracts to fulfill such processing and distribution of Donations from Customer and its personnel, including all underlying Software and technology.

1.6 “Software” means all FrontStream software and other applications and all modifications, updates, enhancements, or replacements for any of the foregoing.

 

2. SERVICE AND RESTRICTIONS

2.1 Service. Subject to these Terms and Customer’s payment of all applicable fees, FrontStream grants Customer a limited, nonexclusive, revocable, non-assignable, non-transferable, non-sublicensable license to access and use the Service for Customer’s internal business purposes. All other access and use is strictly prohibited. No rights are granted to Customer with regards to any of the Service except as explicitly set forth herein. Customer shall not sublicense, sell, rent, lease, transfer, distribute or make the Service available to any third party except its personnel. Customer shall ensure its personnel are aware of, and comply with, these Terms.

2.2 Customer Information. Customer is responsible for the accuracy, completeness, timeliness, and correctness of any information and or materials that Customer and its personnel submits, inputs, or provides to the Service, or otherwise provides to FrontStream or FrontStream’s subcontractors or agents. FrontStream undertakes no obligation and has no responsibility for cross-checking, verifying, or updating any of the information or materials provided by or on behalf of Customer. FrontStream reserves the right, but assumes no obligation, to delete or modify any information or materials provided by or on behalf of Customer that FrontStream believes poses a risk to the Service, to FrontStream’s or any third party’s systems, networks, or infrastructure, or the charitable status of any organization.

2.3 Donations. All Donations made using the Service and intended to go to a charitable organization located in the United States shall be made to Panorama Global Fund, and any Donations intended to go to a charitable organization located outside the United States shall be made to a charitable organization selected by us that is enabled to make charitable donations in such other jurisdiction (as applicable, the “Donor Fund”). Panorama Global Fund (i) is an organization exempt from federal income taxation under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"); (ii) is classified as a public charity under sections 509(a)(I) and 170(b)(1)(A)(vi) of the Code; (iii) encourages charitable giving; and (iv) acts as a global charity for the purpose of receiving and distributing charitable funds and associated expenses. FrontStream shall use reasonable efforts to ensure other Donor Funds will satisfy applicable charitable organization requirements in their applicable jurisdiction. Each Donor Fund will have exclusive legal control over the Donations it receives. Customer and its personnel have the right to recommend that FrontStream distribute such Donations to a particular non-profit organization (“NPO”), and FrontStream shall provide such request to the applicable Donor Fund which shall be contractually required to distribute such Donation to such NPO, provided that such NPO is recognized in good standing with the applicable legal body regulating charitable organizations at the time of such Donation. Donations are not refundable to the original donor and shall be subject to the applicable fees set forth in these Terms prior to distribution to the Donor Fund and/or NPO.

2.4 Unresolved Funds. A Donation may not be deliverable to a designated NPO in certain circumstances, including: (i) the designated NPO has dissolved; (ii) the designated NPO no longer qualifies as a tax-exempt public charity; (iii) the designated NPO no longer qualifies with respect to anti-terror, anti-money laundering, anti-bribery, OFAC “watch lists,” or other criteria; or (iv) the contribution to the designated NPO cannot be successfully delivered for any other reason, after using commercially reasonable efforts (such undeliverable Donations being referred to as “Unresolved Funds”). If the Unresolved Funds cannot be delivered to the designated NPO(s) within a reasonable timeframe, such Donation funds (after the reduction of the applicable fees set forth in these Terms) will be held in the applicable Donor Fund’s general fund to be used for charitable purposes, as determined by such Donor Fund.

2.5 Restrictions. Customer agrees, and shall ensure its personnel agree, to only access and use the Service as expressly authorized in these Terms. Customer and its personnel shall be responsible for complying with all local, state, and federal laws and regulations that apply to their access to or use of the Service. Customer specifically agrees to not, and shall ensure its personnel do not:

(i) reverse engineer, decompile, disassemble, or derive the source code of any Service or any Confidential Information (as defined below) or any portion thereof, or attempt to do any of the foregoing;

(ii) copy, publish, license, rent, modify, or create derivative works of any Service;

(iii) use the Service to infringe the patent, copyright, trademark, trade secret, or other intellectual property rights of any third party or any third-party rights of publicity or privacy;

(iv) use the Service to post, transmit, or propagate any virus, Trojan horses, worms, time bombs, cancelbots, malware, adware or other computer programming that may damage, interfere with, surreptitiously intercept, or expropriate any system or data;

(v) use the Service in violation of any applicable law, statute, ordinance, or regulation or for unlawful purposes;

(vi) gain or attempt to gain unpermitted access by any means to any FrontStream computer system, network, or database;

(vii) file copyright, trademark, patent, or other intellectual property applications that include the Service or any portion thereof;

(viii) access, use, or copy any portion of the Service, including any of their content, through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms, or harvest or collect email addresses or other contact information of other users of FrontStream’s services by electronic or other means;

(ix) use the Service in a manner that restricts or inhibits any other person from using or enjoying FrontStream’s services or that may expose FrontStream or its customers to any harm or liability of any type;

(x) engage in data mining or similar data gathering or extraction activities or retrieve data or other content from the Service for purposes of creating or compiling that content for any purpose other than your authorized use of the Service as permitted by these Terms;

(xi) provide inaccurate, incomplete, or out-of-date information via the Service, provide information via the Service to which you do not have sufficient rights or permissions to use or provide to FrontStream, or commit fraud or falsify information in connection with your use of the Service; or

(xii) establish or facilitate any fundraising campaigns using the Service that are fraudulent, misleading, inaccurate, or dishonest or that relate to or involve (a) illegal drugs, narcotics, steroids, controlled substances or other products or related paraphernalia that present a risk to consumer safety; (b) relate to or involve knives, explosives, ammunition, firearms, or other weaponry or accessories; (c) annuities, investments, equity or lottery contracts, lay-away systems, off-shore banking or similar transactions, money service businesses (including currency exchanges, check cashing or the like), debt collection or crypto-currencies; (d) gambling, gaming or any other activity with an entry fee and a prize, including, but not limited to, casino games, sports betting, fantasy sports, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill or chance (whether or not it is legally defined as a lottery) or sweepstakes; (e) the promotion of hate, violence, harassment, discrimination, terrorism, or intolerance of any kind relating to race, ethnicity, national origin, religious affiliation, sexual orientation, sex, gender or gender identity, or serious disabilities or diseases; (f) activities with, in, or involving countries, regions, governments, persons, or entities that are subject to United States and other economic sanctions under applicable law, unless such activities are expressly authorized by the appropriate governmental authority; (g) ransom, human trafficking or exploitation; (h) pornography, other sexual content, or offensive, graphic, perverse or sensitive content; (i) the defense or support of anyone alleged to be involved in criminal activity; (j) offering monetary rewards, including gift cards; (k) transactions for the sale of items before the seller has control or possession of the item; (l) collection of payments on behalf of merchants by payment processors or otherwise; or (m) credit repair or debt settlement services.

FrontStream reserves the right to investigate the use of the Service by Customer and its personnel by engaging public and private organizations, including without limitation collection agents, private investigators, and applicable local, state, and federal agencies. FrontStream further reserves the right to take any action against Customer that FrontStream, in its sole discretion, deems appropriate, including without limitation by suspending or terminating access to the Service, by reporting Customer to law enforcement authorities, or by taking other measures as may be permitted by law.

2.6 Privacy Policy. We may collect certain information from your use of the Service as described in our Privacy Policy, which is incorporated into these Terms by this reference. Your use of the Service constitutes your consent to the information collection, use, and sharing described in our Privacy Policy.

2.7 Access Credentials Customer shall be responsible for protecting and safeguarding all Access Credentials provided to Customer for the purpose of accessing and using the Service. Customer shall not disclose or make available Customer’s Access Credentials other than to Customer’s authorized employees or contractors and shall use all commercially reasonable efforts to prevent unauthorized access to, or use of, the Service and Access Credentials, and will notify FrontStream promptly of any such unauthorized use or disclosure. If Customer makes Access Credentials available to any third party, Customer shall be liable for all actions taken by such third party in connection with the Service.

2.8 Audit. FrontStream may, in its sole discretion and from time to time, establish practices to maximize the operation and availability of the Service and to prevent abuse. FrontStream and its designated representatives may audit, examine, and make copies of data, documents, information, and other records in your possession or control that relate to or concern the Service in order to determine your compliance with these Terms.

 

3. SUPPORT SERVICE

All Customer technical support for the Service shall be obtained from salesforce.com, inc. FrontStream shall not have any direct support obligation to Customer unless otherwise expressly provided in a separate written agreement between Customer and FrontStream.

 

4. FEES AND PAYMENT

Customer agrees that Donations shall be distributed by FrontStream and the applicable Donor Fund after a deduction from such Donations of the applicable amount of Fees for the Service. FrontStream reserves the right to change the Fees at any time by providing Customer with reasonable notice before such change. Your continued use of the Service after receiving that notice indicates your consent to the change in Fees.

In the event of a chargeback, a donor dispute of a credit card charge, the chargeback amount will be deducted from the next disbursement to the intended NPO associated with the original transaction. FrontStream will work directly with the card brands to attempt to recover the funds. If fund recovery is successful, the NPO will receive the funds in a future disbursement. If the NPO’s disbursement balance does not adequately cover the loss due to a chargeback, then after 90 days FrontStream will invoice the NPO for the funds lost.

 

5. INTELLECTUAL PROPERTY; OWNERSHIP

FrontStream hereby asserts and claims, and Customer recognizes and acknowledges, that FrontStream or, as applicable, its suppliers and licensors, exclusively own all right, title, and interest in and to the Confidential Information and the Service, including all copies thereof and the Service’s text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, trademarks, logos, slogans, names of products and services, documentation, other components and content, and the design, selection, and arrangement of content, as well as all copyright, trademark, and other intellectual property rights in or to the same (collectively, “Intellectual Property Rights”). These Terms do not provide Customer with any title or ownership of any Intellectual Property Rights. Except as expressly described in these Terms, no licenses, or other rights, express or implied, are granted by FrontStream to you under any patent, copyright, trademark, trade secret, or other intellectual property right of FrontStream. Customer shall not remove, alter, modify, or deface any copyright notice, trademark notice, other confidentiality or proprietary notices, logos, or names from the Service, including, but not limited to, those that identify FrontStream or any other party as the source of origin of such Service, information, or documentation. Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property belonging to FrontStream, or any third party, is strictly prohibited and may be prosecuted to the fullest extent of the law. The Service may contain references to third-party marks and copies of third-party copyrighted materials, which are the property of their respective owners.

 

6. WARRANTIES & DISCLAIMERS

FrontStream warrants to you that: (i) it has the right to provide the Service to you, and (ii) the Service will perform in accordance with the then-current documentation as may be provided by FrontStream to you. If the Service provided for any given calendar month is not performed as warranted, then you must provide written notice to FrontStream of the nonconformity no later than five (5) business days after the nonconformity occurs to allow FrontStream to correct the nonconforming Service. FrontStream shall provide corrected Service or information as soon as reasonably practicable following receipt of written notice of nonperformance.

EXCEPT AS EXPRESSLY SET FORTH ABOVE IN THIS SECTION, THE SERVICE IS PROVIDED TO YOU ON AN “AS-IS, WITH ALL FAULTS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY SET FORTH ABOVE IN THIS SECTION, FRONTSTREAM MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS, OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE REGARDING AVAILABILITY, QUALITY, ACCURACY, RELIABILITY, OR COMPATIBILITY WITH ANY STANDARDS OR USER REQUIREMENTS, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND WARRANTIES OR CONDITIONS ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. FRONTSTREAM ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SERVICE (1) WILL BE UNINTERRUPTED OR ERROR-FREE, (2) FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL CONDITIONS OR COMPONENTS, OR (3) COMPLETELY SECURE. EXCEPT AS EXPRESSLY SET FORTH ABOVE IN THIS SECTION, FRONTSTREAM DOES NOT WARRANT THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED. FRONTSTREAM IS NOT RESPONSIBLE FOR ANY TYPOGRAPHICAL ERRORS IN THE SERVICE. FRONTSTREAM HAS NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY CUSTOMER COMMUNICATION. FRONTSTREAM MAKES NO WARRANTY THAT THE SERVICE WILL ENSURE COMPLIANCE WITH REGULATORY PROGRAMS.

YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE ARE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SERVICE, INCLUDING ALL MATERIALS CONTAINED THEREIN. YOU, ALONE, ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER HARDWARE, SOFTWARE, SYSTEMS, AND NETWORKS, ANY LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY INFORMATION FROM THE SERVICE, AND ANY OTHER DAMAGE THAT MAY BE INCURRED. YOU ACKNOWLEDGE THAT FRONTSTREAM DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. FRONTSTREAM IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. FRONTSTREAM MAKES NO REPRESENTATION THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN THE UNITED STATES. IF YOU CHOOSE TO ACCESS THE SERVICE FROM LOCATIONS OTHER THAN THE UNITED STATES, YOU DO SO AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR COMPLYING WITH APPLICABLE LAWS AND REGULATIONS.

FOR AUSTRALIAN CUSTOMERS, TO THE EXTENT THAT FRONTSTREAM IS PERMITTED BY LAW, ALL CONDITIONS AND WARRANTIES THAT ARE NOT EXPRESSLY SET OUT IN THESE TERMS ARE EXCLUDED. THIS DOES NOT LIMIT ANY APPLICABLE STATUTORY GUARANTEES PROVIDED IN AUSTRALIA UNDER SCHEDULE 2 OF THE COMPETITION AND CONSUMER ACT 2010 (CTH) AND ANY OTHER EQUIVALENT LEGISLATION IN EACH STATE OR TERRITORY IN AUSTRALIA (AUSTRALIAN CONSUMER LAW). IF THE AUSTRALIAN CONSUMER LAW CONFERS CERTAIN RIGHTS, GUARANTEES OR REMEDIES ON YOU WHICH ARE NOT ABLE TO BE EXCLUDED, RESTRICTED OR MODIFIED EXCEPT IN LIMITED CIRCUMSTANCES, FRONTSTREAM’S LIABILITY FOR BREACH OF ANY SUCH RIGHT, GUARANTEE OR REMEDY IS LIMITED TO (AT OUR ELECTION).

NO EMPLOYEE, SALESPERSON, VENDOR OR OTHER AGENT OR PURPORTED AGENT OF FRONTSTREAM IS AUTHORIZED TO MAKE ANY WARRANTIES, REPRESENTATIONS OR GUARANTIES WHATSOEVER, AND ANY SUCH PURPORTED WARRANTIES, REPRESENTATIONS OR GUARANTIES SHALL NOT BE RELIED UPON AS HAVING BEEN GIVEN BY OR ON BEHALF OF FRONTSTREAM. NO ADVICE OR INFORMATION OBTAINED BY YOU IN ANY MANNER FROM THE SERVICE CREATES ANY WARRANTY. FURTHERMORE, YOU ACKNOWLEDGE THAT IT IS CUSTOMER’S RESPONSIBILITY TO VERIFY ANY INFORMATION UPON WHICH CUSTOMER USES OR RELIES.

 

7. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FRONTSTREAM, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, OWNERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, CONSULTANTS, AGENTS, SUPPLIERS, OR LICENSORS (TOGETHER, “FRONTSTREAM PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY OTHER LOSS OR DAMAGE OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE (INCLUDING WITHOUT LIMITATION THE INPUT OF PERSONALLY IDENTIFIABLE AND OTHER INFORMATION INTO THE SERVICE), WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND EVEN IF FRONTSTREAM HAS EXPRESS KNOWLEDGE OF THE POSSIBILITY OF THE LOSS OR DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP ACCESSING AND USING THE SERVICE. THESE LIMITATIONS OF LIABILITY APPLY, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION OR ONLINE FAILURE, NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO FRONTSTREAM PARTY SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OF THE SERVICE.

HOWEVER, THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO FRONTSTREAM’S BREACH OF WARRANTY, IN WHICH EVENT THE FRONTSTREAM PARTIES’ LIABILITY TO YOU WILL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO FRONTSTREAM DURING THE TWELVE (12)-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. THE FOREGOING LIMITATIONS OF LIABILITY REPRESENT THE ALLOCATION OF RISK OF FAILURE BETWEEN THE PARTIES AS REFLECTED IN THE FEES AGREED TO BY THE PARTIES AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

 

8. INDEMNITY 

Customer hereby agrees to indemnify, defend and hold harmless the FrontStream Parties from and against any and all third-party demands, claims, actions, complaints, proceedings, damages, liabilities, losses, judgments, settlements, fines, penalties, fees, costs and expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) arising in connection with or incurred as a result of (i) Customer’s breach of or default under these Terms, (ii) Customer’s violation of applicable laws or regulations, (iii) Customer’s access to or use of the Service, (iv) Customer’s misuse of any material, data, or other information downloaded or otherwise obtained from the Service, or (v) any negligence, gross negligence or willful misconduct by or on behalf of Customer or Customer’s personnel or agents. FrontStream reserves the right, at its own expense, to assume exclusive defense and control of any matter subject to indemnification by Customer and, in such case, Customer agrees to cooperate with FrontStream in the defense of such matter.

 

9. TERM, TERMINATION AND SUSPENSION

9.1 Term. These Terms shall commence on the Effective Date and shall continue for the duration of Customer’s contract to use the Salesforce Philanthropy Cloud service, or until terminated in accordance with these Terms.

9.2 Termination for Material Breach. These Terms may be terminated by either Party upon thirty (30) calendar days’ written notice for a material breach by the other Party unless such other Party cures the breach within the thirty (30) calendar day notification period.

9.3 Termination for Changes to Applicable Law. These Terms may be terminated by either Party upon written notice at any time if the continued relationship, the provision of the Service, or the transactions hereunder would violate any applicable law or regulation (whether such law or regulation is existing as of the Effective Date or thereafter modified or enacted).

9.4 Termination or Suspension by FrontStream. FrontStream may, in its sole discretion, terminate or suspend Customer’s account and Customer’s access to or use of the Service without liability and with or without notice, if FrontStream reasonably believes that: (i) the Service is being used in a manner prohibited by these Terms or otherwise in a potentially harmful or unlawful manner; (ii) the use of the Service by Customer threatens to or does adversely affect FrontStream’s or its suppliers’ equipment, security network infrastructure or provision of services to others; (iii) a court or other governmental authority having jurisdiction issues an order prohibiting FrontStream from furnishing the Service; or (iv) Customer fails to pay Fees under these Terms after being given notice.

9.5 Effect of Termination. Any termination of these Terms does not relieve Customer of any obligation to pay Fees or any liability arising prior to termination. Customer acknowledges and agrees that all Fees are non-refundable. Upon termination of the Service hereunder, Customer shall immediately cease using the Service and return or destroy, as directed by FrontStream, FrontStream Confidential Information in Customer’s possession. FrontStream will allow Customer thirty (30) calendar days from the date of termination of the Service to retrieve Customer’s data from the Service.

 

10. CONFIDENTIALITY 

Customer acknowledges and agrees that the Service, including its forms, formats, modes and methods of compilation, related technology, and the selection, configuration, presentation and expression thereof, as well as all trade secrets, data, and other information Customer obtains from or about FrontStream in connection with these Terms or the Service, whether or not identified as “confidential” (together, “Confidential Information”), are the confidential and proprietary information of FrontStream. Confidential Information may be in any form and includes all copies of Confidential Information. Confidential Information is solely the property of FrontStream. Customer will use the same measures to protect the Confidential Information from unauthorized use and disclosure as it uses to protect its own most confidential information, but in no event less than a reasonable degree of care. You shall not disclose all or any part of the Confidential Information to any other person or entity, except to your personnel who have a need to know for purposes of receiving, implementing, or using the Service as permitted hereunder and in accordance with these Terms, provided such personnel are bound by confidentiality obligations no less stringent than those contained in these Terms. Customer may not use the Confidential Information for any purpose except as necessary to perform its obligations or exercise its rights under these Terms. Customer shall not use or permit any use of all or any part of the Confidential Information or attempt to sell, assign, convey, lease, sub-license, commercially exploit, or otherwise market or use all or any part of the Confidential Information in any way or manner, except as expressly permitted by this Section. Customer will be responsible for all breaches of this Section by its personnel. Customer may also disclose the Confidential Information as follows: (i) with FrontStream’s specific prior express written consent in each instance of disclosure; and (ii) if you are required by law to disclose the Confidential Information, but only after prompt notice to FrontStream of such requirement or request (unless legally prohibited) and after allowing FrontStream sufficient time to review any proposed disclosure, such that FrontStream has a reasonable opportunity to oppose or prevent a disclosure; in any event, Customer will release only that Confidential Information that Customer’s legal counsel advises is required to be disclosed in order to comply with the request.

 

11. DATA PROTECTION

The Parties acknowledge that the Service may be used to process information regulated by privacy or data protection laws. To the extent that any applicable privacy or data protection laws impose an obligation upon FrontStream to comply with an individual’s request for access to or correction of their personally identifiable information, Customer agrees that it shall satisfy such obligations. FrontStream shall implement and maintain organizational, physical, and electronic security measures and FrontStream will comply with applicable data protection and privacy protections laws and regulations governing the collection, use or disclosure of personally identifiable information.

 

12. FEEDBACK

FrontStream welcomes comments regarding the Service. If you submit comments or feedback to us regarding the Service, they will not be considered or treated as confidential. We may use any comments and feedback that you send us in our discretion and without attribution or compensation to you.

 

13. GENERAL PROVISIONS

13.1 Entire Agreement. These Terms, including our Privacy Policy, represents the entire agreement between the Parties on the subject matter hereof and supersede all prior and contemporaneous discussions, agreements and understandings of any kind and nature between the Parties. FrontStream’s failure to enforce any provision in these Terms will not constitute a waiver of that provision or any other provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by FrontStream. The headings in these Terms are for convenience only and do not affect the interpretation of these Terms.

13.2 Notices. All notices permitted or required by these Terms shall be in writing and shall be delivered by email with any notice to FrontStream sent to the attention of its Legal Department to legal@FrontStream.com.

13.3 Force Majeure. FrontStream shall not be liable for any failure or delay in performing the Service or any other obligation under these Terms caused by, nor for any damages suffered by Customer or any other person by reason of, an act of God, natural disaster, fire, flood, storm, or other extraordinary elements of nature; strikes or other industrial disputes, court orders, breakdown of equipment; acts of war or terrorism, civil, sabotage, acts of government or regulatory authority; labor conditions, or public health crises; or any other cause beyond its reasonable control.

13.4 Third-Party Beneficiaries. These Terms do not confer any rights, remedies, or benefits upon any person other than you and Company, except that our affiliates are third-party beneficiaries of these Terms.

13.5 Severability & Survival. The illegality or unenforceability of any provision of these Terms shall not affect the validity and enforceability of any other provisions hereof. Any provision that by its nature is intended to survive termination shall survive any termination of these Terms, including without limitation: Section 2.8, “Audit”; Section 4, “Fees & Payment” (as applicable); Section 5, “Intellectual Property; Ownership”; Section 6, “Warranties & Disclaimer”; Section 7, “Limitation of Liability”; Section 8, “Indemnity”; Section 9.6, “Effect of Termination”; Section 10, “Confidentiality”; Section 12, “Feedback”; and Section 13 “General Provisions.”

13.6 Assignment. These Terms may not be assigned by Customer without the prior written consent of FrontStream. Any attempt by Customer to assign these Terms without such prior written consent shall be null and void. We may assign our rights and delegate our duties under these Terms at any time to any party without notice to you. These Terms insure to the benefit of FrontStream’s affiliates, successors, and assigns.

13.7 Applicable Law. These Terms shall be governed, construed, enforced, and performed in accordance with the laws of the Commonwealth of Virginia (for residents of Canada, the laws of Ontario) (for residents of Australia, the laws of Victoria), without reference and/or regard to its conflicts of laws principles. Each Party hereby submits to the exclusive jurisdiction of the courts the Commonwealth of Virginia (for residents of Canada, the laws of Ontario) (for residents of Australia, the laws of Victoria) and hereby waives any objections to venue with respect to actions brought in such courts. The United Nations Convention for the International Sale of Goods does not apply. If there is a dispute, the prevailing party will be entitled to recovery of its costs and expenses, including reasonable attorneys’ fees. Any cause of action or other claim with respect to the Service must be commenced within one (1) year after the cause of action or claim arises.

13.8 Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. For US Customers, please read the following paragraphs carefully because they require you to arbitrate disputes with FrontStream and limit the manner in which you can seek relief from us.

(i) Applicability. Any dispute, claim, or controversy arising out of or relating to the Service or these Terms or the breach, termination, enforcement, interpretation, or validity of these Terms (together, “Disputes”) will be resolved by binding arbitration on an individual basis as described in these Terms (this “Arbitration Agreement”). But, in the event of any actual, alleged, or threatened violation of confidentiality or violation of FrontStream’s intellectual property or other proprietary rights, FrontStream may immediately resort to court proceedings in a court of competent jurisdiction in order to seek immediate injunctive relief without posting bond, proving damages, or meeting any similar requirement. Any institution of any action for injunctive relief will not constitute a waiver of the right or obligation of either Party to submit any claim seeking relief other than injunctive relief to arbitration. This Arbitration Agreement applies to Customer and its personnel; FrontStream; FrontStream’s affiliates; FrontStream’s and its affiliates’ respective directors, officers, employees, owners, agents, predecessors in interest, successors in interest, and assigns; authorized and unauthorized users or beneficiaries of the Service; and any third-party beneficiaries.

(ii) Arbitrator. Arbitration proceedings will be administered by the American Arbitration Association (“AAA”) before an arbitrator chosen by agreement of the Parties. If the Parties fail to reach agreement on the arbitrator within 30 days after service of the demand for arbitration, the arbitrator will be chosen by the AAA. The decision of the arbitrator will be final and binding. Any final award or judgment may be filed and enforced in any court of competent jurisdiction. The prevailing Party will bear all costs of arbitration, including all attorneys’ fees. Any arbitration proceeding may not be consolidated or joined with any other proceeding and will not proceed as a class action. The Parties understand that they would have had a right or opportunity to litigate disputes through a court, to have a judge or jury decide their case, and to participate in a class action or other proceeding involving multiple claimants, but they have instead chosen to have all Disputes decided through individual arbitration.

(iii) Place; Federal Arbitration Act. The place of arbitration will be Fairfax County, VA, USA unless otherwise agreed to in writing by all parties to the arbitration. This Arbitration Agreement evidences a transaction involving interstate commerce and the Federal Arbitration Act, 9 U.S.C. Sections 1-16, will govern the interpretation, enforcement, and proceedings pursuant to this Arbitration Agreement.

(iv) Confidentiality. Any and all actions taken under this Arbitration Agreement, including all filings, orders, judgments, and awards made in any arbitration proceeding, are confidential and may not be disclosed to any third party.

(v) Time Limitation on Claims. Arbitration proceedings must be initiated within one year after any Dispute arises; otherwise, the Dispute is permanently barred.

13.9 Electronic Communications. These Terms and any other documentation, agreements, notices, or communications between you and FrontStream may be provided to you electronically to the extent permissible by law. Please print or otherwise save a copy of all documentation, agreements, notices, and other communications for your reference.

13.10 Affiliates. The Service may be performed by an affiliate or associated entity (as that term is defined under Australian law) of FrontStream.

If you have any questions about these Terms, please contact FrontStream by email at termsandconditions@FrontStream.com or by mail at the applicable address set forth above.

 

Fees Appendix

FrontStream shall deduct from each Donation, prior to transmitting to the applicable Donor Fund or NPO, four percent (4%) of the amount of the Donation and, if the Donation is made by credit card, an additional amount equal to 2.20% plus $0.30 of such Donation if the credit or debit card used is a Visa, MasterCard or Discover branded card or 3.50% and $0.30 per Donation if the credit or debit card used is an American Express branded card (the “Processing Fee”).

If Customer or its personnel are permitted to direct any Donation to a charity that is not included in the Salesforce Philanthropy Cloud nonprofit catalog (A “write in” Donation), such Donation shall be no less than $25 and FrontStream shall deduct from such Donation, prior to transmitting to the applicable Donor Fund or NPO, an additional $7.50 service charge for such Donation, in addition to the Processing Fee.

These Fees may be subject to adjustment from time to time upon notice from FrontStream.

 

United States Remittance Information

Panorama Global Fund (PGF) is the Donor Fund selected for United States charitable contributions. PGF is a registered 501(c)(3) organization with the Internal Revenue Service (IRS), is exempt from paying income tax, and can issue tax receipts for donations it receives.

The following information and remittance instructions are critical to ensure that funds reach the intended organization in a timely manner.

CHECK(s) – Checks may be sent individually by the donor or collected and sent in bulk to the following lock box: