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This document is a “Product Attachment” as defined in the General Terms entered into by Client and Classy and is subject to and incorporates by reference the provisions of the General Terms. This Product Attachment is effective as of the date it is “accepted” (in accordance with the Preamble to the General Terms). Any capitalized terms not defined herein have the meaning ascribed to them in the General Terms.
Classy will provide Services related to online fundraising, donations, events, classes, tickets, transactions, auctions, sales, reservations, and/or activities (together, “Campaigns”), including without limitation access to its Platform. Client agrees to cooperate with Classy and to provide Classy with certain information relating to Client’s organization as necessary for Classy to provide the Services and the Platform. The Platform provided hereunder is deemed delivered when access is made available to Client as indicated by the “Start Date” set forth on the applicable Schedule.
2.1 Classy hereby grants to Client a limited, non-exclusive, non-transferable, non-sublicensable license during the term of this Product Attachment (a) to use the Platform for the purposes of offering, promoting, managing, tracking, and collecting fees in connection with Client’s Campaign(s) solely in accordance with the Schedule and the Agreement, and (b) to display, reproduce, distribute, and transmit in digital form Classy’s name and logo solely for the purposes set forth in this Section 2. Client hereby grants to Classy a license to use information provided by Client relating to Client’s organization and Campaigns, which may include content regarding the Campaigns, Client’s organization’s name, trademarks, service marks, and logo, in connection with the promotion of Client’s organization or Campaigns and the Services that Classy provides.
2.2 During the term of this Product Attachment, for all of Client’s Campaigns for which Client is using the Platform, Classy will be the exclusive provider of registration and/or fundraising software and other services similar to the Platform licensed hereunder.
2.3 Classy may present commerce offers (e.g., event registration protection) to users who register for, sign up, or otherwise use the Platform in connection with the Campaigns (“End Users”), in which case, Classy or a third party provider will be responsible for fulfillment and providing customer service for any such offers. Client may opt out of any such commerce offers by providing Classy with written notice of its desire to opt out within 30 days of the commencement of any such offer.
2.4 Client will: (a) not use the Platform to transmit, publish, or distribute any material or information: (i) for which Client does not have all necessary rights and licenses, including any material or information that infringes, violates, or misappropriates the intellectual property rights of any third party; (ii) that contains a computer virus or other code, files, or programs designed to disrupt or interfere with the functioning of the Platform; (iii) that is inaccurate or misleading; (iv) that is or that may reasonably be perceived as being harmful, threatening, discriminatory, offensive, obscene, or otherwise objectionable; or (v) that includes the private information of another without express permission, including but not limited to contact information, social security numbers, credit card numbers or other information which a reasonable person would consider private in nature; (b) not attempt to gain access to any systems or networks that connect to the Services and Platform except for the express purpose of using the Platform for its intended use; (c) not engage in any activity that interferes with or disrupts the Platform; (d) not use the Platform in violation of the CAN-SPAM Act, the California Consumer Protection Act, Canadian Anti-Spam Legislation, or any other applicable laws pertaining to online tracking (e.g., via cookies), unsolicited email, SMS, text messaging or other electronic communications; (e) not use bots, software or any other automated process to track, monitor, or gather information on, any party visiting or using the Platform, unless otherwise agreed in writing by Classy, via a Classy-supported Integration, or implemented by Classy on behalf of Client; (f) not target or knowingly collect information from children under the age of 13; (g) not upload email lists or contacts to the Platform that have been scraped from the Internet or purchased or rented from a third party nor contact individuals whose information has been collected in such manners through the Platform; or (h) not share information about Client’s use of the Services or Platform with persons or entities that may operate or be affiliated with businesses that compete with Classy or grant access to Client’s account to such competitors.
2.5 To the extent Client is licensing fundraising Services (including use of the Platform for fundraising purposes), Client represents and warrants that it is either (i) a bona fide nonprofit organization properly organized under the laws of the appropriate jurisdiction, or (ii) contracted with a bona fide 501(c)3 fiscal sponsor to cause that End User contributions to a Campaign are eligible for tax deductibility. Client expressly agrees that Classy will not solicit on Client’s behalf, nor will Classy provide any professional fundraising consulting services, advise, consult with, prepare, manage, or plan any charitable solicitation or fundraising activity, and Classy is not a party to any pledge or donation made using the Platform.
2.6 If Client is entering into this Product Attachment and using the Products on behalf of or for the benefit of a third party (e.g., if Client is a fiscal sponsor or agent for a third party) (such third party, the “Third Party Recipient”), then Client represents and warrants that it has all sufficient and necessary rights and permissions to do so. If the identity of the Third Party Recipient is set forth on a Schedule, Client will only use the Products on behalf of or for the benefit of the identified Third Party Recipient and not for any other entity or individual. If the identity of the Third Party Recipient is not set forth on a Schedule, Client will notify Classy in writing of the identity of the Third Party Recipient and will provide Classy with any information with respect thereto that Classy reasonably requests. Client agrees to cause each Third Party Recipient to agree to and comply with provisions that provide Classy with the same rights and that are at least as protective of Classy as those set forth in this Agreement, including, without limitation, Section 4 of the General Terms and Section 5 of this Product Attachment. Should Client fail to obtain such agreement to such provisions and the failure results in costs or damages to Classy, Client agrees to defend, indemnify, and hold Classy harmless from any such costs and damages, including, without limitation, reasonable attorneys’ fees. Client agrees that Classy can remit amounts directly to the Third Party Recipient identified by Client. Client further agrees to be responsible and liable for (a) all payment obligations hereunder, and (b) any such Third Party Recipient’s compliance with the terms and conditions of this Agreement.
3.1 Classy collects certain information from End Users and individuals as part of End Users’ evaluation and/or acceptance of or participation in Campaigns (collectively, “Participant Information”). Client may login to Classy’s data management system to access the Participant Information at all times during the term of the Agreement, provided that Client is current with its obligations hereunder. Client is responsible for the security of its login information and for the use or misuse of such information. Client will immediately disable a user’s access who is using the Platform on its behalf or notify Classy in writing if any such user is no longer authorized or is using such information without Client’s consent. Classy may rely, without independent verification, on such notice, and Client, inclusive of Client’s parent, subsidiaries, affiliated entities, and Client’s fiscal agent/sponsor (if applicable), and if Client is a fiscal sponsor or agent (as those terms are commonly used), the ultimate intended beneficiary of the Campaign(s) (together, “Related Entities”), as applicable, and each of their respective officers, directors, managers, shareholders, owners, agents, employees, contractors, and representatives covenant not to sue and agree to defend, indemnify, and hold harmless Classy from any claims arising from Classy providing, denying, suspending, or modifying access to or use of the Platform and Services of any individual as directed by Client or by someone who Classy reasonably, under the circumstances, believes is authorized to act on behalf of Client. In the event of any dispute between two or more parties as to account ownership, Client agrees that Classy will be the sole arbiter of such dispute in its sole discretion and that Classy’s decision (which may include termination or suspension of any account subject to dispute) will be final and binding on all parties. Upon the termination of this Agreement for any reason, there may be fees associated with the migration of Client’s data, including any tokenized data, outside of Classy’s systems. Client agrees not to use the Software or Services to collect or elicit (a) any special categories of data (as defined in the European Union Data Protection Directive, as may be amended from time to time), including, but not limited to, data revealing racial or ethnic origin, political opinions, religious or other beliefs, trade-union membership, as well as personal data concerning health or sexual life or criminal convictions other than as expressly directed by Classy, and in such event, only in pre-defined fields within the Software that are intended for that purpose; or (b) credit card information other than in pre-defined fields within the Software that are intended for that purpose.
3.3 To the extent that Client requests that Classy provide (a) Client with access to Participant Information relating to End Users, individuals, members or participants associated with Client’s Related Entities and/or administrative access to a Related Entity’s account, or (b) another third party, such as an event timer, email marketer, licensee, etc. with access to Participant Information and/or administrative access to Client’s account, Client represents and warrants that (i) it has and will continue to hold all necessary licenses, permits, consents, permissions, and agreements necessary for Classy to provide such access; (ii) Classy’s provision of such access in compliance with this Product Attachment does not and will not violate any applicable laws, rules, or regulations; (iii) it will get affirmative written consent from each such Related Entity and/or End User (as applicable) to provide Classy with the rights to provide such access; (iv) it will use the Participant Information in compliance with this Section 3 as if the Participant Information was provided by the applicable End User or individual directly to Client; and (v) it will contractually require any such third party to comply with terms no less strict than those set forth in this Section 3; and (vi) it will be responsible and liable for the compliance of such third party with the terms and conditions of the Agreement.
3.4 Client may elect to integrate the Platform with a Third Party Product meant to share data, receive data, and/or be interoperable with the Platform (an “Integration”). If Client elects an Integration, Client hereby consents to Classy sharing Client’s information with such Third Party Product for the purposes of the Integration. Client expressly agrees that Classy reserves the right to disable any Integration for any reasonable purpose (as determined by Classy, in its discretion), and Client’s payment of fees for the Platform is not dependent on Classy providing any Integration, except to the extent such fees are specifically related to such Integration, as set forth on an applicable Schedule. The decision whether to use one or more Third Party Products is up to Client; Classy makes no warranties about such Third Party Products, and Classy will bear no liability for any harm caused to Client by the use of (i) Integrations or (ii) such Third Party Products themselves.
4.1 Client will pay the fees as more fully described in the applicable Schedule. The applicable currency will be set forth on the Schedule, and if no currency is listed, the fees are in USD. If the Schedule indicates that Client is paying on a subscription basis and unless stated otherwise thereon, the first payment of subscription fees will be payable upon the Start Date, with subsequent annual subscription fees being payable upon each anniversary of the Start Date.
4.2 Client must connect a merchant account to its Platform account, from one of the “Supported Payments Partners” listed on the Schedule, in order to receive payments facilitated by the Platform. All funds collected through the Platform will flow to Client’s merchant account. Client is responsible for the credit card and ACH processing fees associated with processing transactions to Client’s merchant account, as well as any other fees which Client may incur as a result of opening, operating, maintaining, or closing its merchant account. Payment processing fees are in addition to fees to use the Platform. Likewise, if Client elects a Classy Pay or other payment processing Integration, fees associated with that Integration are in addition to fees to use the Platform.
4.3 If the Client’s Supported Payments Partner makes such functionality available to Classy, (a) Classy’s transaction fees may be automatically deducted from Client’s account and remitted directly to Classy, and to the extent necessary, Client will grant permission to the applicable Supported Payments Partner to deduct such fees; and (b) to the extent set forth on the applicable Schedule and to the extent the funds are available, where Client is on a subscription plan, either (i) Client’s payment of subscription fees will be automatically deducted from Client’s account and remitted directly to Classy, or (ii) a percentage of the subscription fee determined by Client’s billing cycle (e.g., if billed yearly, the percentage is 100%) will be automatically deducted from Client’s account and remitted directly to Classy prior to the next billing cycle as a prepayment, and no subscription fee will be due for the next billing cycle. Otherwise, the applicable fees will be invoiced to Client. All automatic deductions will be displayed in Classy’s reporting tool via the Platform.
4.4 Classy may suspend its performance hereunder, including processing transactions, or terminate the Agreement or this Product Attachment in the event it reasonably believes that Client’s use of the Services or Platform is not in compliance with applicable law or the Agreement, is fraudulent, has the potential to harm a third party, is or could be disruptive to Classy’s business or violates its internal policies, or is otherwise suspect, or if there is a dispute as to the legal authority of a Client-associated party to perform hereunder. If Classy reasonably believes that a transaction may be fraudulent or otherwise contrary to law, Classy may issue an invoice or offset an equivalent amount from Client’s account or any payment Classy owes to Client and return the value to the End User and if sufficient funds are not available, Client must reimburse Classy on demand. Classy will notify Client of the reason for such offset provided that it is lawful to do so.
4.5 All fees described in the applicable Schedule are in consideration of the Platform and Services that Classy provides. Classy and Client acknowledge that certain credit card network rules and laws prohibit imposing a surcharge that is based on the type of payment method used (e.g., having a different fee for the use of a credit card vs. debit card), and therefore, each agrees not to impose such a surcharge on any end user.
4.6 It is Client’s responsibility to notify End Users of Client’s refund policy. Client must ensure that Client’s refund policies are consistent with the Agreement. If a Campaign is an event, Client agrees that all fees for such Campaign are earned by Client only following either the conclusion or delivery of the applicable event (as applicable). If payments have already been made by Classy to Client for a cancelled event or if Classy reasonably determines that it is prudent or otherwise necessary to pay a refund to or honor a chargeback request from an End User, Classy may issue an invoice or offset an equivalent amount from Client’s account or payment owed by Classy to Client and return the value to the End User, and if sufficient funds are not available, Client must reimburse Classy on demand. Classy will notify Client of the reason for such offset provided that it is lawful to do so.
Client will defend, indemnify, and hold Classy harmless from and against any third party Claims against Classy to the extent that such Claim is based upon (i) injury or death to a person or damage to property resulting from the participation in an event operated by Client in connection with a Campaign; (ii) Client’s provision to Classy or display of materials, products, or services on the Platform that infringe the intellectual property rights of any third party provided that such materials, products, or services are used and displayed by Classy in accordance with the Agreement; (iii) use or unauthorized disclosure of Participant Information by Client and Related Entities, or other third parties to whom access is given to Participant Information as provided hereunder; (iv) Client’s use of the Services and/or Platform in violation of Section 2.4 of this Product Attachment; (v) Client’s breach of its obligations under Section 2.6 of this Product Attachment; (vi) Claims brought by a Third Party Recipient or brought in connection with Classy’s payment to a Third Party Recipient of any fees due hereunder in accordance with the Agreement; (vii) Client’s use of the Third Party Products; and/or (viii) any claims for refunds or chargeback requests from End Users.
6.1 The initial term of this Product Attachment will be as set forth in the applicable Schedule. If no term is listed, the initial term will be for 2 years from the Start Date. Upon the expiration of the initial term and any renewal, the Schedule will automatically renew for (i) periods equal to the then-current term; (ii) if the initial term is for 1 year or less, for periods of 1 year; or (iii) another renewal term length only if specified in the applicable Product description or on the applicable Schedule (each, a “Renewal Term”), unless either party gives written notice to the other party to terminate the applicable Schedule no less than 30 days prior to the expiration of the then-current term. Unless otherwise set forth in the applicable Schedule, to the extent that Client enters into a Schedule for additional Services and/or Platform use that is related to or interoperable with Services or Platform use set forth in a previously entered into Schedule, the term of such subsequent Schedule will be concurrent and coterminous with the term of the previously entered into Schedule.
6.2 If Client has entered into a merchant or sub-merchant agreement for payment processing services, and such agreement is terminated by the applicable acquiring bank, Classy may terminate this Product Attachment and the affected Schedule.
Client may not resell, assign, or transfer any of its rights or obligations hereunder except as expressly provided herein, and any attempt to resell, assign, or transfer such rights or obligations without Classy’s prior written approval will be null and void.
From time to time, Classy may make available, to some or all of its customers, new or modified Products, or features or functionalities of existing Products, which are designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a similar description (“Beta Products”), prior to their general release. Beta Products are intended for evaluation purposes only and not for production use (unless otherwise stated expressly by Classy, in writing), are not supported by Classy, and may be subject to additional terms. Beta Products are not considered “Products” under the Agreement for purposes of any representations, warranties, commitments, or agreements of Classy; however, all restrictions and limitations applicable to Client’s use of Products shall apply to Beta Products. Classy may discontinue Beta Products at any time in its sole discretion and may never make them generally available. Classy’s provision of Beta Products is on an as is and as available basis without any warranties of any kind, express or implied. Client expressly agrees that Client will have no liability for any harm or damage arising out Client’s use of a Beta Product.
Sections 5 and 9 of this Product Attachment and any fees owed by Client will survive any termination or expiration of the Agreement.