DAFinitive® Subscription and Terms of Service Agreement
Last Revised November 1, 2024
PLEASE READ THESE TERMS OF USE CAREFULLY AND COMPLETELY BEFORE USING OR SUBSCRIBING TO THE SERVICES (DEFINED BELOW). BY USING OR SUBSCRIBING TO THE SERVICES, OR OTHERWISE INDICATING YOUR ACCEPTANCE OF THESE TERMS OF USE, YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT WISH TO AGREE TO THESE TERMS OF USE, YOU MAY NOT USE OR SUBSCRIBE TO THE SERVICES.
- ACCEPTANCE; SCOPE.
1.1. Acceptance. Welcome to the www.dafinitive.com website (the “Site”), which is owned and operated by Helen Brown Group LLC (“we”, “us”, “Helen Brown Group”, or “HBG”). These Terms of Use (“Terms”) set forth the mutual agreement (“Agreement”) between Helen Brown Group and you (“Client,” “you,” or “your,”), and, if applicable, the entity for which you are authorized to accept these Terms. The services covered by these Terms (“Services”) include all versions of HBG’s www.dafinitive.com website (the “Site”), the Content (defined below), and DAFinitive®, HBG’s database of information related to funds, including donor-advised funds, endowed funds, scholarship funds and other philanthropic vehicles. DAFinitive® is only available to Clients who purchase a DAFinitive® subscription as described in the HBG Subscription Agreement below. By accepting these Terms, you represent and warrant that you are at least 18 years of age and have the authority to enter into this Agreement. If you are accepting these Terms for an entity, such as the organization you work for, you represent that you have the authority to bind that entity and you agree that “you” as used in these Terms includes both you personally and the entity you represent. If you do not consent to these Terms, you should not access or use the Services in any way and should immediately exit them.
1.2 Modifications to Terms of Use. HBG may amend, update or modify these Terms at any time, by posting amended Terms. By continuing to access or use the Services after those changes become effective, you agree to be bound by the revised Terms. If you do not consent to these Terms, as amended, you should not access or use the Services in any way and should immediately exit them.
1.3 Privacy Policy. By using any of the Services or by agreeing to these Terms of Use, you are also agreeing to the terms of DAFinitive®’s Privacy Policy (the “Privacy Policy”), which is incorporated herein by reference, and the collection, use, sharing and storage of information as described therein, including without limitation your personal or personally identifiable information. If you do not accept any of the terms of the Privacy Policy, you may not use or subscribe to the Services and should immediately exit them.
1.4 Third Party Sites. The Services may contain links to third-party websites not owned by HBG. HBG has no control over, and assumes no responsibility for the availability, content, practices or policies (including privacy policies) of any such third parties. HBG does not endorse, guarantee, or assume responsibility for any content, product or service posted, advertised or offered by any third party on or through the Services. By using or subscribing to the Services, you expressly release HBG from any and all liability arising from your use of any third-party website.
2. LIMITED LICENSE; RESTRICTIONS.
HBG GRANTS YOU A LIMITED, NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE LICENSE TO ACCESS AND MAKE USE OF the SerVICES for INTERNAL BUSINESS AND FUNDRAISING PURPOSES PURSUANT TO THESE TERMS. For avoidance of doubt, this license does not include any rights regarding resale or derivative use of the Services, or any use of data mining, robots, or similar data gathering and extraction tools. You agree that you will not reproduce, redistribute, duplicate, copy, sell, transfer, create derivative works from, decompile, reverse engineer, alter, adapt, disassemble, or otherwise exploit the Services. All rights not expressly granted by HBG herein are reserved.
3. CONTENT.
As used throughout these Terms, “Content” includes, but is not limited to, data, graphics, images, photos, audio, videos, text, logos, icons, images, sounds, music, data compilation, articles, software, documents and other materials in all forms and mediums provided by HBG and appearing on the Services. All Content included in or made available through the Services is the exclusive property of HBG or its content suppliers and is protected by the various applicable trade dress, copyright, trademark, patent, and other intellectual property and unfair competition laws. All rights not expressly granted to you in these Terms are reserved and retained by HBG or its licensors, suppliers, or other content providers. You may access the Content as intended and permitted under these Terms. In addition to other prohibitions set forth in these Terms, you are prohibited from using the Services with the intent to copy Content.
4. CODE OF CONDUCT.
In accessing or using the Services, you agree that you will not:
- Submit false or misleading information, impersonate any person or entity or use any fraudulent, misleading or inaccurate email address or other contact information;
- Violate any applicable international, federal, provincial or state regulations, rules, laws, or local ordinances;
- Circumvent, disable or otherwise interfere with security features of the Services;
- Defame, harass, stalk, attack, threaten, intimidate, or otherwise violate the rights of others, including, without limitation, others’ moral, privacy or publicity rights;
- Spam, hack into or deface the Services, or transmit any content that contains any viruses, worms, trojan horses, defects, or other destructive items;
- Harm or exploit minors; or
- Use the Services for any commercial, advertising or solicitation uses or to collect any personally identifiable information about others.
5. SUBSCRIPTIONS, SUBSCRIBER AGREEMENT
DAFinitive®, HBG’s database of donor-advised and other philanthropic funds is only available on a subscription basis subject to this agreement (“HBG Subscriber Agreement). Subscribers pay for a specified number of users, each of whom shall have their own password-protected account and are prohibited from sharing their passwords with, or allowing account use and access to, other individuals.
5.1 General Terms and Conditions. By purchasing a DAFinitive® subscription, you accept and agree to be bound by this HBG Subscriber Agreement. If you do not agree to this HBG Subscriber Agreement, you may not use the DAFinitive® subscription offering. This HBG Subscriber Agreement incorporates these Terms of Use, and your agreement to this HBG Subscriber Agreement also constitutes your agreement to these Terms. The DAFinitive® subscription constitutes “Services” as defined in the Terms. If any terms or conditions in this HBG Subscriber Agreement conflict with any terms or conditions in the Terms, the terms or conditions in this HBG Subscriber Agreement will control. Additionally, your agreement to this HBG Subscriber Agreement constitutes your acceptance of the Privacy Policy. By subscribing to DAFinitive®, you represent and warrant that you are at least 18 years of age, your email address and any other information that you choose to provide is accurate, and you agree to update such information as necessary. You acknowledge and agree that HBG may rely on the use of your log-in credentials (such as an email address along with a password) to provide access to your account. You are responsible for all use of your account, for taking all reasonable steps to ensure that no unauthorized person shall have access to your account, and for ensuring that all use complies with this HBG Subscriber Agreement.
5.2. Auto-Renewal. If you have purchased a paid subscription, your membership subscription will have an initial term of one year from the date of purchase. Upon expiration of the initial term and every term thereafter, your membership subscription will automatically renew for a period of one year. DAFinitive® will remind you of your upcoming renewal via email prior to the renewal date. If paying by credit card, DAFinitive® will automatically charge the card we have on file. At any time, you can stop your subscription from renewing for an additional billing period after the then-current billing period by canceling your subscription as described below.
5.3. Cancellation. You may cancel the renewal of your DAFinitive® subscription at any time at least 24 hours before the end of the current billing period, and the cancellation will take effect at the end of the current billing period. If you cancel, your subscription will not renew for an additional billing period. Please note that you will not receive a prorated refund of charges for the current billing period, but you will continue to have access to the service through the end of the current billing period. To cancel, log into DAFinitive®, navigate to the My Account section and click the Cancel list under My Memberships, or email us at hello@dafinitive.com and indicate your choice to cancel.
5.4. Price Changes. Upon renewal, we reserve the right to change the price of your subscription, up to our then current price as set out on the dafinitive.com website. in the event of a price change, we will provide notice to you as required by law, such as by emailing you or by providing notice when you visit dafinitive.com. If you do not agree to this increase, you can choose to cancel your subscription by taking the steps described above. If you do not cancel your subscription after notice of the price change and prior to the start of your new billing period, your subscription will be renewed at the price in effect at the time of the renewal, and, if you paid by credit card, you authorize us to charge your credit card for the new price (plus applicable taxes).
5.5. Credit Card Payments. If you use a credit card to purchase a DAFinitive® subscription, HBG will use a third party payment processor (“Payment Processor”) to bill your credit card. By submitting a credit card to purchase a DAFinitive® subscription, you authorize HBG to share any payment information and instructions required to complete the payment transactions with the Payment Processor, and for HBG or its Payment Processor to charge your specified account for the purchase amount plus applicable taxes. Processing of your payments is subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. HBG is not responsible for any errors made by the Payment Processor.
5.6. Refund Policy. All subscriptions are non-refundable unless otherwise required by law. We do not provide refunds or credits, including for partially used billing periods, for example, in the event that you decide to delete your DAFinitive® account, which would prevent you from being able to sign in and access DAFinitive®. If you cancel your subscription, you will continue to have access to the service through the end of your current billing period but your subscription will not renew for an additional billing period.
6. TERMINATION.
Your license to use the Services under these Terms of Use and any obligations of HBG to you will automatically terminate if you fail to comply with the Terms. No notice will be required from HBG to enforce such termination. In the event of such termination resulting from your failure to comply with the Terms, you will receive no refund of any amounts paid for the Services. Upon termination, all licenses and/or rights granted by HBG will terminate automatically and immediately. Sections 3 and 6 through 10 of these Terms shall survive termination.
7. DISCLAIMERS OF WARRANTY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT.
HBG MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY RESULTS OF THE USE THEREOF, WILL MEET YOURS OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
Without limiting the foregoing, HBG expressly disclaims, and assumes no liability or responsibility for any: (a) errors, omissions, or inaccuracies of the Content; (b) personal injury or tangible or intangible property damage or loss of any nature whatsoever resulting from your access to or use of the Services; (c) unauthorized access to or use of the Services or any information provided via the Services; (d) interruption or cessation of transmission to or from the Services; (e) bugs, viruses, trojan horses or the like which may be transmitted to, by or through the Services; (f) modifications to, or suspension or discontinuance of the Services; or (g) loss or damage of any kind incurred as a result of the use of the Services or any content posted, transmitted, or otherwise made available through the Services.
HBG reserves the right at any time to terminate and/or suspend access to the Services or any portion thereof, or to modify any of the Services or any aspect of the Services, including, without limitation, the content, features, functions, and availability of the Services, without notice (except as and when required by law or as stated in these Terms of Use).
8. INDEMNITY.
You agree to defend, indemnify, and hold harmless HBG, our officers, members, managers, employees, and agents from and against any and all claims, liabilities, damages, losses, demands, or expenses, including attorney’s fees and costs, arising out of or connected with: (a) your use of our Services, (b) your violation of these Terms, (c) your violation of any law or the rights of any third party, and (d) your negligence or misconduct.
9. LIMITATION OF LIABILITY.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER HBG, nor any of our members, managers, employees OR agents WILL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, Arising OUT OF OR IN CONNECTION WITH THE Use or PERFORMANCE OF THE SeRVICES, PROVISION OF OR FAILURE TO PROVIDE THE SERVICES, INFORMATION AVAILABLE FROM THE SERVICES, OR ANY OTHER MATTER RELATING TO THE SERVICES.
WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT WILL HBG’S TOTAL LIABILITY TO YOU FOR ANY DAMAGES, LOSSES OR CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, HBG’S OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL OR EQUITABLE THEORY (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY) EXCEED THE AMOUNT PAID BY YOU TO HBG, IF ANY, FOR OBTAINING OR ACCESSING THE SERVICES. In consideration of your use of the Site you hereby waive and release HBG from any such claim for damages. Remedies under these Terms are exclusive and you are limited to those remedies expressly provided for in these Terms.
10. MISCELLANEOUS
10.1. Governing law. This Agreement will be governed by and construed, interpreted, and enforced in accordance with the laws of the Commonwealth of Massachusetts, USA, without reference to its conflicts or choice of law principles.
10.2 Entire Agreement. These Terms, including the Privacy Policy and any other legal notices or other policies published by us on the Site, constitute the entire agreement between you and HBG with respect to the Services.
10.3 Waiver. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and our failure or delay to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
10.4 International Users. The Services are controlled, operated and administered by HBG from our offices within the USA. HBG makes no representations or warranties that the Services are appropriate or available for use in all geographic locations. If you access the Services from a location outside of the USA, you are responsible for compliance with all local laws. You agree that you will not use the Services in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
10.5 Publicity. You agree that HBG may identify you as a client of HBG, and may display your name, logo and testimonial on HBG’s website for such purposes, for so long as this Agreement is in effect or until you revoke your consent in writing, whichever is earlier.
10.6. Electronic Communication. When you use the Services or send email to us, you are communicating with us electronically, and you consent to receive communications from us electronically. We may communicate with you by email or by posting notices on the Services. You agree that all agreements, notices, disclosures, or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
10.7 Severability. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
10.8 Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without HBG prior written consent. HBG may assign these Terms without restriction.
10.9. No Third-Party Beneficiaries. Nothing in these Terms shall be deemed to confer any third-party rights or benefits.
10.10. Contact Us. If you have any questions, you may contact us via phone at 617-393-1983 or email hello@dafinitive.com.
