Terms of Service

2.1 The Service is a technology platform optimised for impact organisations, that modernises and streamlines your volunteer and event management, with the features and capability as explained on the Website at purposetech.io. At a high level this enables you to:

1. offer registration and self-management to volunteers or event attendees;
2. manage volunteers within an area with multiple events;
3. setup charity fundraising, event and campaign management;
4. integrate your data with third party systems such as Salesforce.

(together, the Service).

2.2 We regularly update and enhance the Platform and the Service, including to provide further features and security updates. We may update the Platform and the Service at any time, without notice, and you will be required to accept those updates, in order to keep using the Platform and the Service or to access its latest features and security updates.

2.3 We may offer, from time to time:

1. New "beta" features or tools for users to try out. Such beta features or tools are offered solely for experimental purposes, without warranty of any kind, and may be modified or discontinued at our sole discretion; and
2. A free trial for the Service (and may modify or cancel the free trial) at our discretion. If offered, and you sign up for a free trial, you will be required to provide your billing information at the start of the free trial period; however, you will not be charged until the free trial period has ended. At the end of a free trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription Fees for the Service you have selected. We currently do not offer a free trial of the Services.

2.4 Integration into Salesforce is available as a separate, optional, paid add-on. If you are interested in this feature, you will need to engage your own Salesforce consultant to undertake the integration work. It is your responsibility to ensure that the integration meets your requirements. For clarity, Purpose Tech is not responsible or liable for any errors, disruptions or any other issues that may arise out of the Salesforce integration. Purpose Tech will undertake a user acceptance testing process with you and your consultant to help ensure a quality integration. Purpose Tech can also introduce you to an approved consultant.

2.5 The Platform and the Service are non-exclusive. Nothing in these Terms prevents us from providing the Platform and the Service to others.

3.1 To use the Platform and the Service, you must register and create an account with us (User Account).

3.2 When you create a User Account (i) you will provide personal information to us and you must ensure this is accurate and current at all times; and (ii) you authorise us to use your personal information, as needed, to provide the Platform and the Service. For more information on our collection, use and storage of personal information, please see our Privacy Policy.

3.3 You are responsible for maintaining the confidentiality and security of any information that may be used to access your User Account, including your log-in information, pin or password. You understand that anyone accessing your User Account will be able to enter into transactions using your account, and we have no obligation to verify or take any steps to verify any instruction received from you or appearing to be sent by you. Importantly, you may:

1. Not share your password, pin, login information, or other security related information with any other person that may allow them to access your User Account;
2. Not permit any other person to use or access your User Account or login information;
3. Notify us immediately if there has been, or you suspect there will be, any unauthorised access to or use of your User Account, password or any other breach of the Platform or the Service (by emailing us at support@purposetech.io).

We are not liable for any loss or damage arising from your failure to comply with clause 3.3.

4.1 If you create an account, we will provide the Platform and the Service to you in accordance with these Terms and applicable law, exercising reasonable care, skill and diligence, and using suitably skilled, experienced and qualified personnel.

4.2 We use reasonable efforts to ensure the Platform and the Service is available at all times you have a campaign on provided that the Platform and Service may be unavailable from time to time, to permit maintenance or other development activity to take place, or due to events outside our reasonable control. We will use reasonable efforts to notify you in advance of any unavailability (by publishing on the Platform and Service and/or by email).

4.3 The Platform and Service interoperates with a range of third-party service features, using web services and application programming interfaces (APIs). We do not warrant or represent the availability of those third-party features. If a third-party ceases to provide that feature (or to make it available on reasonable terms), we may stop making that feature available to you; if we do, you are not entitled to a refund, discount or other compensation.

5.1 If you create an account or save any content into the Platform and Service, you must:

1. Maintain the security of your account and Customer Data. This includes keeping your password confidential, not using easily guessed passwords and not sharing your account login credentials with any other person;
2. Ensure that any content you store on the Platform and Service is owned by you;
3. Be over 18 years old (or over the legal age of majority in your country);
4. Not impersonate another person or misrepresent authorisation to act on behalf of others or us;
5. Not undermine the security or integrity of the Service and/or or the Platform (or attempt to do so);
6. Not use (or misuse) the Service in any way which may impair the functionality of the Service and/or the ability of other users to use the Service;
7. Not attempt to view, access or copy any material, data or intellectual property of the Service other than (i) that which you are authorised to access; and (ii) solely to the extent necessary for you to use the Service in accordance with these Terms; and
8. Not use the Service in a manner, and not transmit, input or store any Customer Data, in each case, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is objectionable, incorrect or misleading.

5.2 You are solely responsible for all use (whether authorised or not) of the Platform and Service under your account and any actions taken by any person who has access to your account. You must immediately notify us of any unauthorised access or use of your account or any other breaches of security.

5.3 You represent and warrant that (i) your use of the Platform and Service will be in accordance with these Terms, our Privacy Policy and applicable laws (including applicable laws regarding the transmission of technical data exported from New Zealand or the country in which you reside, and any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content); and (ii) your use of the Services, Platform and / or Website will not infringe or misappropriate the intellectual property rights of any third party.

6.1 The Service is available on a monthly or yearly subscription basis at the subscription fees set out on the Website at https://purposetech.io/pricing/ (as amended from time to time) (Subscription Fees). Special pricing may require a minimum six-month commitment if custom set-up or branding is required.

6.2 The Subscription Fees are payable by you in advance on a monthly or annual basis (or such other recurring period agreed by us with you before your payment of the Subscription Fees) (Billing Cycle). At the end of the first Billing Cycle, your subscription will automatically renew for recurring periods of time (each a Billing Cycle), unless you cancel your Subscription. You may cancel your Subscription renewal through your online account management page (when available) or by contacting our customer support team at support@purposetech.io.

6.3 The Subscription Fees exclude any applicable goods and services, value-added, sales or other taxes applicable in your jurisdiction. You agree to pay any such taxes that might be applicable to your use of the Service.

6.4 You agree to pay Subscription Fees in accordance with the billing terms on the Website using a valid payment method. If your payment cannot be completed for any reason, your account may be suspended until payment is received.

7.1 All data you (or anyone on your behalf) upload, store or transmit to or using the Service (Customer Data) remains your property. You grant us a limited licence to use, copy, transmit, store, back up and process Customer Data to the extent reasonably necessary to provide the Service to you. Processing of any personal data within Customer Data is governed by our Data Processing Agreement.

7.2 The Platform, Service, all software, content, designs, text, graphics, data, information and materials associated with them, and the look and feel of them (PurposeTech Content), and any improvements, modifications, derivative works of or new intellectual property in any of them (whether made by us or others), are the exclusive property of us or our licensors.

7.3 Nothing in these Terms transfers to you any right, title or interest in the Platform, Service or PurposeTech Content except for the limited rights to use them in accordance with these Terms.

The Service may enable you to link to, or interface with third party websites or service providers, including third party payment processors. These websites or service providers are governed by their own terms and conditions and privacy policies (which we recommend that you read) and any such link or interface from the Service does not imply that we endorse, approve or recommend, or are responsible or liable for, those websites or service providers or their content, privacy practices, terms of use or operators. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or service providers, and any impact they may have on your use of the Service.

9.1 Each party must, unless it has the prior written consent of the other party:

1. Keep confidential the Confidential Information (as defined below) of the other party;
2. Put in place and maintain adequate security measures to safeguard the other party's Confidential Information from unauthorised access or use; and
3. Only disclose the other party's Confidential Information to its personnel or professional advisors on a need to know basis and, in that case, (i) ensure such personnel or professional advisor is aware of, and complies with, clauses 9.1(a) and 9.1(b), and (ii) shall be liable for the acts and/or omissions of such personnel or professional advisor.

Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, providing and/or using the Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the PurposeTech Content and Platform. Your Confidential Information includes the Customer Data.

9.2 The confidentiality obligations in clause 9.1 do not apply to any disclosure or use of Confidential Information for the purpose of performing a party's obligations, or exercising a party's rights, under these Terms; that is required to be disclosed by law (provided the disclosing party gives the other party as much notice as reasonably possible to challenge the disclosure); or to disclosure by us if required as part of a sale of our business (whether assets or shares, in whole or in part) to a third party (provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 9).

10.1 No warranties: The Service and Platform is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, we give no warranties, and disclaim and exclude all implied conditions or warranties, as to the Service and the Platform. In particular, we and our related entities, suppliers and licensors:

1. Disclaim all warranties or representations of any kind (express or implied) to the maximum extent permitted by law, including the warranties of merchantability, fitness for a particular purpose and non-infringement; and
2. Make no warranties or representations that the Service and Platform will (i) be free from errors, loss, destruction, interruption, corruption (including corruption of Customer Data); (ii) be timely or secure; (iii) meet your specific needs or be compatible with your equipment, or (iv) that access to it will be continuous or uninterrupted; and we accept no liability for loss or damages suffered by you if you are unable to access or use the Service and Platform at a particular time or if it is unavailable at such time.

To the extent that any law implies a warranty or condition that cannot be excluded or changed by our agreement, that warranty or condition is included; however, our liability for breach of that warranty or condition is limited to our choice of supplying the Service again, and/or paying the cost of having the Service supplied again.

10.2 Limitation of liability: To the maximum extent permitted by law:

1. We will not be liable for any loss, cost, damage, liability, claim or expense which may arise out of, or in connection with, the Service and Platform. If we are held to be liable for any loss, cost, damage or expense arising out of or in connection with your access and use of the Service, the Platform or these Terms, our maximum aggregate liability to you for all claims will be limited to the greater of USD 800 or the Subscription Fees paid by you to us under these Terms during the six month period prior to the cause of action;
2. In no event will we be liable for any special, indirect, incidental, punitive, exemplary, aggravated, economic or consequential damages (howsoever caused); for any loss of revenue, profit, savings, goodwill or data; or for any other commercial damages or loss, computer failure or malfunction, arising out of or in connection with your access and use of the Service, the Platform or breach of these Terms, equity, common law, statutory duty or otherwise;
3. Our liability is excluded to the maximum extent that you contributed to the liability, and also subject to your duty to mitigate your losses;
4. Your claim must be made in writing to us within 12 months. We shall not be liable for, and you shall not be entitled to make or pursue, a claim unless you have given us written notice of your claim, setting out reasonable particulars of the grounds on which it is based, within that 12 month period;
5. We have no liability to you for any lack of performance, unavailability or failure of the Service, the Platform, or failure to comply with these Terms, due to circumstances outside our reasonable control, including change of law, regulations or policy, and events of force majeure.

10.3 Indemnity: You agree to indemnify us and our related entities, suppliers and licensors (and their respective directors, officers, employees and agents) from all claims, damages, losses, liabilities, costs and expenses (including legal fees), arising out of (a) your access and use of the Service and Platform (by you or any person using your account and password); (b) a breach of these Terms.

11.1 These Terms continue until terminated by either party as follows:

1. You may terminate these Terms at any time by requesting to close your account (by emailing us at support@purposetech.io) and ceasing to use the Service and Platform. If the subscription you selected includes a minimum initial term, the earliest date for such termination will be the expiry of that initial term.
2. We may terminate these Terms at any time and for any reason by giving you 30 days' notice in writing. We do not need to provide you with reasons.
3. We may terminate these Terms, or suspend or cease to provide the Service, for your breach of these Terms or if you suffer an Insolvency Event, in each case, with 7 days' written notice to you. If your breach is a material breach, we may terminate these Terms with immediate effect.

Insolvency Event means if you become insolvent, liquidated or bankrupt, have an administrator, receiver, liquidator, statutory manager, mortgagee's or chargee's agent appointed, become subject to any form of insolvency action or external administration, or cease to continue business for any reason.

11.2 If you terminate in accordance with this clause (then unless you are or have been in breach of these Terms), you will be entitled to a refund on a pro-rata basis of any Subscription Fees paid in advance after the date of termination (had you not terminated) less any discount you were granted on the Subscription Fees.

11.3 On termination:

1. Your right to use the Service will cease immediately (or at such other time as we advise in writing);
2. You must pay any outstanding Subscription Fees (if any) for providing the Service before termination; and
3. We will remove copies of the Customer Data within six months.

11.4 Termination does not affect a party's rights and obligations that accrued before termination, and clauses which, by their nature, are intended to survive termination (including intellectual property, warranties, limitation of liability and indemnity) continue in force.

12.1 These Terms are governed by New Zealand law. Each party submits to the jurisdiction of the New Zealand courts.

12.2 By using the Service and Platform, you accept that it is your responsibility to determine whether and to what extent, any taxes apply to any transactions you conduct through the Service and Platform.

12.3 If any part of these Terms is held to be invalid, unenforceable or illegal, it must be read down (to the extent necessary to preserve its operation) or otherwise severed (if it cannot be read down), and the remaining Terms remain in full force and effect.

12.4 If we do not exercise or enforce any rights available to us under these Terms, that is not a waiver of those rights.

12.5 You may not assign, transfer and/or subcontract any of your rights or obligations under these Terms without our prior written consent. We may assign, transfer and/or subcontract any of our rights or obligations under these Terms without requiring your prior written consent.

12.6 No party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.

12.7 No person other than you and us has any right to a benefit under, or to enforce, these Terms.

12.8 We may send you notices, including relating to these Terms, by electronic communications, in the Platform or through the Service.

12.9 You grant us permission to include your organisation name and logo in our promotional material, including our Website and customer lists. You may opt out of this by emailing us at support@purposetech.io.

12.10 For any complaints about the Service or Platform, please contact us at support@purposetech.io and phone +64 21 031 1087. For any other questions about the Service and/or Platform please use support@purposetech.io.

12.11 In these Terms, (a) words importing the singular include the plural (and vice versa) and words importing gender include all genders; (b) including means "including but not limited to"; and (c) references to clauses are to clauses of these Terms.