Crowdera SaaS Agreement

CROWDERA SOFTWARE AS A SERVICE AGREEMENT TERMS AND CONDITIONS — READ CAREFULLY

The expression “Company” and “Customer” or "Client" are hereinafter individually referred to as the “Party” and collectively referred to as the “Parties” in this Agreement.

BY ACCESSING THIS SITE OR BY AFFIRMATIVELY INDICATING YOUR AGREEMENT, WHETHER BY CLICKING, SELECTING, OR TICKING 'YES' TO 'I AGREE' ON ANY PAGE OR DOCUMENT REFERENCING OR LINKED TO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE AND CONSENT TO BE LEGALLY BOUND BY ALL THE TERMS AND CONDITIONS CONTAINED HEREIN.  IF YOU DO NOT CONSENT TO THESE TERMS, KINDLY REFRAIN FROM REGISTERING, SUBSCRIBING, OR UTILIZING THE PLATFORM IN ANY MANNER.  BY AGREEING, YOU ARE ENTERING INTO A BINDING AGREEMENT TO RESOLVE ANY DISPUTES BETWEEN YOU AND THE COMPANY THROUGH ARBITRATION. THIS MEANS THAT YOU ARE WAIVING YOUR RIGHT TO GO TO COURT (EXCEPT FOR SMALL CLAIMS COURT) AND HAVE YOUR RIGHTS DETERMINED BY A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY. ADDITIONALLY, YOU CANNOT BRING YOUR CLAIMS AS A CLASS ACTION. FOR MORE DETAILS ON HOW DISPUTES WITH THE COMPANY WILL BE HANDLED, PLEASE REFER TO THE DISPUTE RESOLUTION; ARBITRATION AGREEMENT SECTION BELOW. IT IS IMPORTANT TO NOTE THAT ALL CLAIMS MUST BE BROUGHT WITHIN ONE YEAR." IF YOU DO NOT CONSENT TO THESE TERMS, PLEASE REFRAIN FROM REGISTERING, SUBSCRIBING, OR USING THE PLATFORM IN ANY FORM. BY AGREEING, YOU ARE ENTERING INTO A BINDING AGREEMENT TO ONLY RESOLVE ANY DISPUTES BETWEEN YOU AND THE COMPANY THROUGH ARBITRATION. 

THE COMPANY: The Company is engaged in the business of providing mission-driven Software as a Service technology, primarily through various websites, including but not limited to https://www.crowdera.com (hereinafter referred to as the "Website"). The core purpose of these services is to facilitate the development of scalable fundraising, crowdfunding, website management, and syndication platforms tailored for the benefit of nonprofit organizations, foundations, corporations, and social innovators on a global scale.

THE AGREEMENT: This agreement shall regulate your utilization of our online interfaces and properties, encompassing websites, platforms, and mobile applications, all of which are owned and controlled by the Company, accessible via various websites, including www.crowdera.com and its subdomains, collectively referred to as the "website" or "platform". In the course of your use of the website, you may be asked to provide certain information to us. You acknowledge and agree that you are solely responsible for the accuracy and content of such information. Our use of any information you provide via the Site shall be governed by our Privacy Policy available at https://www.crowdera.com/privacy-policy (our “Privacy Policy”). We urge you to read our Privacy Policy. ‍

CLIENT RESPONSIBILITIES: The Client is committed to actively leveraging Crowdera's technology platform to engage and onboard a significant number of users, including contributors, donors, fundraisers, and partners, throughout the initial year in order to maintain partnership incentives and discounts. Additionally, the Client will drive platform awareness within their supporter community, effectively manage and safeguard donor/fundraiser data, facilitate user training, develop relevant content, engage stakeholders, ensure adherence to applicable laws and standards, collaborate on technical support, and provide valuable feedback and reports on platform performance and the success of donor/fundraiser onboarding efforts.

• PERFORMANCE:  Crowdera represents and warrants that its performance under this Agreement shall be conducted with due diligence and in full compliance with the highest professional standards of practice in the industry. If Crowdera’s work requires any licenses, Crowdera represents that it has obtained all such licenses and that all such licenses are in full force and effect and will remain in full force and effect during the Term.
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• INTELLECTUAL PROPERTY OF CLIENT: Any pre-existing audio-visual or creative content already created by Client, referred to as Client’s Original Content are the sole property of Client. Crowdera hereby irrevocably assigns and agrees to irrevocably assign to Client, without further consideration, all right, title and interest that Crowdera may presently have or acquire, free and clear of all liens and encumbrances, in and to all the Client’s Original Content, and all Proprietary Rights therein. 
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• INTELLECTUAL PROPERTY OF CROWDERA:  Client agrees that any and all software, designs, processes, improvements, techniques, formulas, procedures, ideas, innovations, inventions, systems, know-how, data, documentation, illustrations, literary properties, original works of authorship, derivative works, deliverables, and other work product, whether patentable or not, conceived, developed, written, or contributed by Crowdera, either individually or in collaboration with others, in connection with providing the Services (collectively "Works"), but excluding Client’s Original Content (any existing audio-visual content already created by the Client) are the sole property of Crowdera.  All right, title, and interest in, to, or based on the Works including, without limitation, all patent rights, copyrights, mask work rights, trademark rights, and all other present and future intellectual and industrial property rights of any kind anywhere in the world (collectively, “Proprietary Rights”) shall belong exclusively to Crowdera. Crowdera shall have the exclusive right to register any copyrights, trademarks or patents in any or all Works in its name as owner and author. Crowdera represents and warrants that all Intellectual property as set out above are in the sole ownership and possession of Crowdera alone and does not violate or act in derogation of any third party rights, whether related to Intellectual Property or otherwise. Crowdera shall indemnify and keep indemnifying the Client against any and all actions, losses, damages or claims that may arise from third parties that any use of the Platform is in violation of their rights of any nature. 
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• REPRESENTATION: Crowdera represents and warrants that any and all information, code, programs, processes, practices or techniques which it will describe, demonstrate, divulge, use, or in any other manner make known to the Client during the performance of Services, including Works and Background Technology (collectively, "Property") may be divulged and freely used by the Client (and its corporate affiliates and consultants), without any obligation to, or violation of, any right of others, and without violation of any law or payment of any royalty.
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• INDEMNIFICATION: Crowdera and the Client shall mutually indemnify, defend, and hold harmless the other party (and its directors, officers, and employees) from and against any and all liabilities, losses, costs, expenses (including, without limitation, attorneys' fees), damages, claims, suits, and/or demands (including, without limitation, those based on the injury to or death of any person or damage to property), directly or indirectly arising out of, or resulting from, (i) any act or omission of Crowdera related to any of the Services performed hereunder, (ii) any breach of any Crowdera representations or warranties set forth in this Agreement, and/or (iii) any actual or alleged infringement, misappropriation, or other violation of any Proprietary Rights or other third party rights or any laws or regulations by any Property or Works, use of any Property or Works, or Crowdera’s performance of the Services.
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• ASSIGNMENT: Crowdera shall assign, transfer or subcontract any right in or obligation arising under this Agreement without Client’s prior express written consent. This Agreement shall be binding on and inure to the benefit of each party's heirs, executors, legal representatives, successors and permitted assigns. 
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• TERMINATION:  The Client may terminate this Agreement at any time, with or without cause, upon not less than Ninety (90) days' prior written notice to Crowdera.  Termination or expiration of this Agreement shall not affect Crowdera's obligations under this agreement.  In the event of any early termination, the Client shall be liable to Crowdera for compensation/fees for a pro rata portion of the compensation/fees payable hereunder for any of the Services satisfactorily performed in accordance with the Agreement prior to such termination. All obligations that have accrued to either Party until the effective date of this termination, shall be performed by both parties in good faith. 
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• PRIVACY: The Client recognizes and agrees that it has no expectation of privacy with respect to Crowdera’s telecommunications, networking, or information processing systems (including, without limitation, stored computer files, e‑mail messages, and voice messages).
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• NON-SOLICITATION:  During the term of this Agreement and for six (6) months after its termination or expiration, the Client shall not, without Crowdera’s prior written consent, directly or indirectly engage or employ on any basis, offer such employment or engagement, or endeavor to entice away or solicit any Crowdera employee who has been materially involved with the Client’s activities under this Agreement. The Client understands that this clause is necessary to protect Crowdera from losing critical assets of its business. 
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• WARRANTIES: Except as expressly set forth in this agreement, Crowdera hereby disclaims all warranties implied, statutory or otherwise with respect to the services and deliverables provided under this agreement and/or work orders issued hereunder and all components and elements thereof, including but not limited to implied warranties of merchantability and fitness for particular purpose.
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• LIMITATION OF LIABILITY: The total, cumulative liability of Crowdera under this agreement and all work orders, whether in contract, or otherwise, shall be limited to the amounts paid by client to contractor in the six (6) months immediately preceding the event causing such liability in accordance with the work order/work orders under which liability is incurred. In no event, shall either party be liable for any indirect, special, incidental, consequential or punitive damages (including without limitation damages for business interruption, loss of business profits, loss of business information or any other monetary loss) howsoever caused arising out of or in connection with this agreement and whether or not the party has been advised of the possibility of such damages.
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• DISPUTE RESOLUTION FOR ALL CLIENTS (EXCLUDING THOSE BASED IN INDIA): This contract shall be governed by and construed in accordance with the laws of Singapore. Any dispute arising out of or in connection with this agreement, including any questions regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in Singapore, in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC"). In the event of a disagreement over the appointment of a mutual arbitrator, each party shall appoint its own arbitrator, and the two appointed arbitrators shall then appoint a presiding officer. The award of the arbitrators shall be final and binding on both parties, and each party shall bear its own costs of arbitration.
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• DISPUTE RESOLUTION FOR CLIENTS BASED IN INDIA: This contract shall be governed by and construed in accordance with the laws of India, specifically within the jurisdiction of Nagpur. Any dispute arising out of or in connection with this agreement, including any questions regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in Nagpur. In the event of a disagreement over the appointment of a mutual arbitrator, each party shall appoint its own arbitrator, and the two appointed arbitrators shall then appoint a presiding officer. The award of the arbitrators shall be final and binding on both parties, and each party shall bear its own costs of arbitration..

The above mentioned conditions of this Agreement are supreme and binding on both parties to this contract in spite of any condition to the contrary in any offer minutes etc recorded prior to this Agreement. In case anything contained in any such document/s are at variance with the conditions of this Agreement, the conditions contained herein  shall prevail over such prior offer, minutes etc. In case any conditions contained in any such prior offer minutes etc. are partly at variance with the conditions  herein, such part of the conditions in such minutes etc. that are at variance shall be deemed to be amended “mutatis mutandis” to make them fall in line with the conditions contained here.