These Terms apply with respect to Inspired Brand Partners. These Terms do not apply to your use of Inspired websites or applications in your capacity as an individual. If you will use the Inspired websites or applications in this regard, refer to the separate USER TERMS OF SERVICE.
THE PLATFORM IS OFFERED FROM THE UNITED STATES OF AMERICA AND IS NOT CURRENTLY OFFERED TO BRANDS/MERCHANTS OUTSIDE OF THE UNITED STATES OF AMERICA. IF YOU ARE RESIDING OUTSIDE OF THE UNITED STATES OF AMERICA, YOU MAY NOT USE THE PLATFORM.
1. Provision of the Platform
1.1 Provision. We hereby grant you a non-exclusive, non transferable, non-sublicensable, limited license, during the term of these Terms, to use the Platform in accordance with these Terms and the Documentation. We will use commercially reasonable efforts to make the Platform available for use by you in accordance with these Terms. For purposes of these terms, “Documentation” means the Inspired user guides, acceptable use policies, pricing or fee schedules, and other information and materials describing or otherwise related to the Platform, all as may be modified by us from time to time and made available by us to you through the Platform or otherwise.
1.2 Consumers. Use of the Inspired websites or applications by any of your customers or potential customers (each, a “Consumer”) (for example, in order to allocate charitable donations to be made by you) is subject to the Consumer’s acceptance of an agreement to such User Terms of Service or other agreement required by us, as modified by us from time to time (“Terms of Service”). We may contact Consumers to obtain such acceptance of and agreement to the Terms of Service. When you use the Platform to permit your Consumers to allocate charitable donations, we may collect and use the information provided by Consumers via the Platform in accordance with the Terms of Service, both during and after the term of these Terms.
1.3 Updates. We reserve the right to update, upgrade, or otherwise modify the Platform at any time. If any such modification causes a material decrease in the functionality of the Platform being provided to you, we will use commercially reasonable efforts to provide you with forty-five (45) days advance notice of such modification unless such modification is for security or maintenance purposes or is required by applicable law. If we provide any software components as part of the Platform (such as a mobile application), you acknowledge that you must install such software (and any updates thereto provided by us) in order to use the Platform, and you will promptly install any such updates as directed by us.
1.4 Suspension. We may suspend provision of the Platform for security or maintenance purposes or to comply with applicable law, at any time and with or without notice. We will use commercially reasonable efforts to give you prior notice of any suspension and to minimize the duration of any such suspension.
1.5 Provision via Shopify. If you are accessing the Platform via our Shopify Application, the following terms apply: (i) subject to the other provisions of these Terms, we are solely responsible for the Application; (ii) Shopify is not liable for any fault in the Application or any harm that may result from its installation or use; (iii) except where expressly stated by Shopify, Shopify cannot provide assistance with the installation or use of the Application; and (iv) subject to the other provisions of these Terms, we are solely responsible for any liability which may arise from your access to or use of the Application, including: (A) the development, use, marketing or distribution of or access to the Application, including support of the Application; or (B) our access, use, distribution or storage of information related to you, your Shopify Store, or your Consumers.
2. Use of the Platform
2.1 Limitations. You will not, and will not permit any third party to: (i) permit any person or entity to access the Platform except your representatives acting on your behalf in accordance with these Terms; (ii) access or use the Platform except in accordance with these Terms, the Documentation and applicable law; (iii) modify, adapt, alter, copy, translate or create derivative works of the Platform; (iv) reverse engineer, reverse compile, reverse assemble or otherwise determine or derive source code of the Platform or any systems or software used in connection with the provision of the Platform; (v) sell, resell, license, distribute, rent, lease, transfer or transmit the Platform, or include the Platform in a service bureau or outsourcing offering; (vi) use the Platform to store or transmit any “viruses,” “worms,” “Trojan horses,” “e-mail bombs,” “cancelbots” or other harmful computer code, files, scripts, agents or programs; (vii) use the Platform to store or transmit deceptive, infringing, defamatory or otherwise unlawful or tortious materials, or to store or transmit material in violation of third party privacy or other rights; (viii) access the Platform in order to build a competitive product or service; (ix) interfere with or disrupt the integrity or performance of the Platform or any systems or software; (x) attempt to gain unauthorized access to the Platform or any systems or software; or (xi) conduct or perform any load, penetration, vulnerability or security testing or similar operations with respect to the Platform. Provision of the Platform may be suspended during any time when we believe your use of the Platform does not comply with these Terms, and we will give you prompt notice of the suspension and the reason therefore.
2.2 Identification as Client. During and after the term of these Terms: (i) we may identify you as our client, which identification may include the use of your name and logo provided that such use is in accordance with your standard trademark usage policies as provided by you; (ii) we may create a case study identifying you by name and highlighting the results of your use of the Platform; and (iii) upon our reasonable request, you will share with us the performance metrics of such use as measured against historical data, and provide us with a quote regarding such results; and (iv) we may use such case study and such quote in our public marketing materials.
2.3 Making Donations. All donations made by Brand Partners utilizing the Platform will be made to PayPal Giving Fund (“PPGF”), an IRS-registered 501(c)(3) public charity that uses PayPal technology to grant funds to selected charities. As more fully set forth in the PPGF Donation Delivery Policy, while PPGF takes all reasonable steps to attempt to grant donated funds according to the recommendation provided, PPGF retains exclusive legal control over all donations. In the rare cases when a charity fails to meet the terms of PPGF’s Nonprofit Certification Policy and/or fails to meet PPGF's due diligence standards as described in the Nonprofit Certification Policy for receipt of a donation at any time, PPGF reserves the right to reassign funds to another charitable organization of its choice. PPGF may also reassign donations in the event it is unable to distribute the funds successfully (e.g., the charity fails to cash the check(s) PPGF sends). The length of time it takes to grant donated funds to charities is set forth in PPGF’s Donation Delivery Policy. Donations are made by Inspired’s Brand Partners, and therefore are not considered tax-deductible donations of the Brand Partners’ customers.
Inspired does not oversee, manage, or otherwise control PayPal Giving Fund. By using the Platform you expressly acknowledge that Inspired assumes no liability and shall have no liability for the actions of PayPal Giving Fund for any donations made through the Platform.
Please note that all donations made through the Platform are granted to charitable organizations as unrestricted grants. Neither Inspired or our brand partners monitors or controls any of the charitable organization’s activities, and neither shall be responsible, in any manner for form, for the use or non-use of any donations.
Donations are aggregated and batched as donation settlements. Donation settlements occur on a set cadence. The cadence may be weekly, monthly, every other month, etc., as determined by Inspired. Donation settlements will not include donations incurred on refunded or returned orders within a minimum of 30 days from the date of purchase. Donation settlements are final and non-refundable.
2.4 Feedback. From time to time, Inspired may include new and/or updated pre-release features and trial use (“Preview” features) within the Platform for your use and which permit you to provide feedback. You understand and agree that your use of Preview features is voluntary and Inspired is not obligated to provide you with any Preview features. Furthermore, if you decide to use the Preview features you agree to abide by any rules or restrictions Inspired may place on them. You understand that once you use the Preview features, you may be unable to revert back to the earlier version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Preview feature back to the earlier version. The Preview features are provided on an “as is” and whereas basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Preview features is at your sole risk.
We welcome and encourage you to provide feedback, comments, ideas and suggestions for improvements, enhancements and modifications to the Platform and Preview features ("Feedback"). You may submit Feedback by emailing us at email@example.com. You acknowledge and agree that all Feedback you give us (i) will be treated as non-confidential, and (ii) will be the sole and exclusive property of Inspired. Inspired has no obligations to review any Feedback and may use and redistribute Feedback for any purpose without restriction in its sole and absolute discretion. Without limiting the foregoing, you acknowledge that your Feedback may be disseminated or used by Inspired or its affiliates for any purpose whatsoever, including developing, improving and marketing products. You hereby irrevocably transfer and assign to Inspired all of your right, title, and interest in and to all Feedback, including all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback.
3. Fees and Payment
3.1 Fees. You will pay us the applicable fees listed on our Pricing Schedule and on any other pricing or fee schedule made available by us and agreed to by you via the Platform or otherwise in writing (as modified in accordance with these Terms, the “Fees”). We may change the Fees upon forty-five (45) days advance notice, and your continued use of the Platform after such notice period will constitute your acceptance of such changed Fees.
3.2 Payment Methods and Invoicing. If requested by us through the Platform, Shopify Billing or otherwise, you will provide us with your credit card information, ACH payment information, or other payment information for the purpose of paying amounts due hereunder. You must keep such provided payment information current at all times. Any change to such payment information will not affect charges we submit before we reasonably could act on the change. All Fees and any other applicable charges hereunder are due and payable as set forth in the applicable pricing or fee schedule, or, if not so set forth, then within thirty (30) days after the date of the applicable invoice. You hereby authorize us and our third-party payment service providers to collect such amounts using the credit card or other payment information you provide to us, beginning on the earlier of the date such amounts are due or presentation of the applicable invoice. All amounts payable by you under these Terms are payable in U.S. Dollars.
3.3 Timely Payment. If you fail to make payments when due under these Terms, we may suspend provision of the Platform until payment is received and may charge you a late fee on the overdue amount from the date such amount became due at the lesser rate of 1.5% per month or the maximum rate permitted by applicable law. We may use a third party to collect past due amounts. You will pay us for the costs we incur to collect any past due amounts from you, including reasonable attorneys’ fees.
3.4 Taxes. Fees do not include any taxes, levies, duties, export or import fees, or other governmental assessments of any nature (including value-added, sales, use or withholding taxes) imposed or assessed by any jurisdiction (collectively, “Taxes”). You are responsible for the payment of all Taxes associated with Fees payable or your use of the Platform (other than Taxes assessable against us based on our income). If we have a legal obligation to pay or collect Taxes for which you are responsible hereunder, we will invoice you and you will pay us that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.
4. Term and Termination
4.2 Survival. Sections 4 (Term and Termination), 5 (Proprietary Rights), 6 (Confidentiality), 7 (Indemnification), 8 (No Implied Warranties), 9 (Limitation of Liability), and 10 (General Provisions) will survive termination or expiration of these Terms, together with any payment obligations accrued prior to termination and any other provisions which by their plain meaning are intended to survive.
5. Proprietary Rights
5.1 The Platform. Notwithstanding any other provision of these Terms, we (or our licensors) are the sole owner of the Platform and the systems and software used to provide the Platform, and all modifications, enhancements, upgrades and updates thereto, and all copyrights, trademarks, service marks, trade secrets, patents and other intellectual property rights therein (registered or unregistered). You will not acquire any rights in the foregoing other than as expressly set forth herein. You will not copy, transmit, transfer, modify or create derivative works of the foregoing, and will not reverse engineer, reverse compile, reverse assemble or otherwise determine or derive source code of the foregoing. All goodwill arising out of use of our trade names, trademarks, service marks, and logos will inure to our benefit.
5.2 License. In order for us to provide the Platform, you hereby grant us a nonexclusive, worldwide, royalty-free, and fully paid license to access, use, display, perform, reproduce and distribute Your Content. You further grant and agree to grant to us a perpetual, non-exclusive, royalty-free, irrevocable, world-wide license to use and disclose your Usage and Transaction Data or other data related to your or a Consumer’s use of the Platform for statistical, analytical and other aggregate uses, including without limitation, product research, development and improvement so long as any such use does not personally identify you or your Consumers. For the limited purpose of providing the Platform pursuant to these Terms, we may provide Your Content to our third party service providers (for example, a hosting provider), provided such third party is subject to restrictions concerning usage and disclosure of such content that are no less restrictive than these Terms. For purposes of these Terms, “Your Content” means any data, information, services, products or other content provided, conducted or otherwise made available by you or your representatives through or in connection with the Platform.
5.3 Your Content. Notwithstanding any other provision of these Terms, you (or your licensors) are the sole owner of Your Content, and all modifications, enhancements, upgrades and updates thereto, and all copyrights, trademarks, service marks, trade secrets, patents and other intellectual property rights therein (registered or unregistered). We will not acquire any rights in Your Content other than as expressly set forth herein. All goodwill arising out of use of your trade names, trademarks, service marks, and logos will inure to your benefit.
5.4 Usage Data. We collect information and data on how the Platform is used by clients, Consumers, and other users (“Usage Data”). We may use the Usage Data for our internal business purposes, and share the Usage Data with third parties in an anonymous and aggregated form.
5.5 Transaction Data. If you enable the Platform or install the Platform app via Shopify or another third-party platform, we may collect information and data related to your transactions with Consumers on such platform (“Transaction Data”), whether or not directly related to a campaign you run via the Platform. Transaction Data helps us to recommend and provide more effective campaigns. In addition to the rights granted in Section 5.2 above, we may use the Transaction Data for our internal business purposes, and share the Transaction Data with third parties in an anonymous and aggregated form.
5.6. Retention and Return of Your Content. We shall retain Your Content for only as long as is necessary to provide the Platform services or as required by applicable law. We shall, consistent with your directions, return, delete, destroy or makes permanently unreadable all of Your Content that we obtains in connection with these Terms, including all originals and copies thereof in any medium, and any materials derived from or incorporating Your Content, within 30 days following the termination or expiration of these Terms, except to the extent that we are required by law to retain some or all of Your Content, and except to the extent Your Content is archived on back-up systems, in either case so long as we securely protects and anonymizes Your Content from any further processing and eventually deletes or makes permanently unreadable in accordance with our retention and deletion policies.
Each party (the “Receiving Party”) may have access to the information of the other party (the “Disclosing Party”), which will be deemed confidential information if identified as such by the Disclosing Party or if the information by its nature is normally and reasonably considered confidential, such as information regarding product, methodology, research, customers, business partners, business plans, Personal Information, and any information which provides a competitive advantage. All non-public aspects of the Platform are deemed our confidential information. The Receiving Party will use the same degree of care as it uses with respect to its own confidential information of a like nature, but not less than a reasonable degree of care, to (a) prevent use or copying of the Disclosing Party’s confidential information other than as necessary to carry out these Terms, and (b) prevent disclosure of such information other than to its employees (or agents bound by similar confidentiality obligations) with a need to know for that purpose. Materials containing confidential information will remain the property of the Disclosing Party and, subject to the other provisions of these Terms, will be returned or (along with all copies) destroyed upon request. Information will not be deemed confidential information if it: (i) is not Personal Information and is or becomes generally known to the public through no fault of the Receiving Party, its affiliates or their agents or representatives; (ii) is or becomes known to the Receiving Party without restriction from a third party other than as a result of breach of contract or wrongful or tortious act; or (iii) is independently developed by the Receiving Party without reference to or reliance on the Disclosing Party’s confidential information. Confidential information may be disclosed to the extent required by applicable law, provided the Disclosing Party is given reasonable advance notice of such disclosure. For purposes hereof, “Personal Information” means any personally identifiable information, nonpublic personal information, or information relating to an identified or identifiable natural person, where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
You will indemnify, defend and hold harmless us and our affiliates, officers, directors, employees, agents and licensors from and against all claims, damages, liabilities, losses, penalties, fines and expenses (including without limitation reasonable attorneys’ fees) arising out of or incurred in connection with any claim by any third party (including any governmental or regulatory authority or instrumentality) if such claim is due to or arises out of Your Content, your use of the Platform, or your actual or alleged breach or violation of these Terms, applicable law or the rights of any third party.
8. No Implied Warranties.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS, THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WE AND OUR AFFILIATES AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
9. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, USE OR PROFIT, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR BUSINESS INTERRUPTION), REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREUNDER SHALL NOT EXCEED THE FEES PAID BY YOU HEREUNDER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF THE INITIAL EVENT CAUSING OR RESULTING IN SUCH LIABILITY.
10. General Provisions
10.1 Governing Law and Venue. This Agreement, and your relationship with Inspired under this Agreement, shall be governed by the laws in effect in the State of California, without regard to its conflict or choice of laws provisions. Any dispute with Inspired, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively through the courts within the State of California, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Inspired may seek such relief in any court with competent jurisdiction over the parties. You and Inspired each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue to the federal and state courts located in San Francisco County, California.
YOU AND INSPIRED AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR INSPIRED WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU OR INSPIRED ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. YOU AND INSPIRED FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, INSPIRED, AND ALL PARTIES TO ANY SUCH PROCEEDING.
10.2 Injunctive Relief. Either party may seek to enforce its rights hereunder with respect to the protection of its confidential information or intellectual property through temporary or permanent injunctive relief, which will be in addition to any other available relief and which will not require a bond or security.
10.3 Export Compliance. You will not export, reexport or transfer, directly or indirectly, any technical data or materials acquired from us, or any products utilizing such data or materials, in violation of United States export laws or regulations.
10.4 Notices. All notices and other communications given or made pursuant to these Terms will be in writing and will be deemed effectively given upon the earliest of (i) actual receipt, (ii) personal delivery to the recipient, or (iii) any of the following if addressed to the recipient as set forth below: (a) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (b) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (c) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. For purposes hereof, our address and email address will be as set forth on the Platform, and your address and email address will be as provided by you during registration or onboarding with the Platform, as such contact information may be subsequently modified by the recipient by written notice given in accordance with this paragraph. We may provide notices to you electronically via the Platform, in which case such notice will be deemed given when sent, if sent during normal business hours, and if not sent during normal business hours, then on the next business day.
10.5 Entire Agreement; No Waiver. With respect to their subject matter, these Terms represent the entire agreement between you and us, and supersede all prior agreements and representations. The failure of a party to require performance by the other party of any provision hereof will in no way affect the right of the party thereafter to enforce same against the other party, nor will waiver by either party of a breach of any provision hereof by the other party be taken or be held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.
10.7 Independent Contractor. Nothing in these Terms will create a joint venture, partnership or employment relationship between the parties or their employees or contractors, or between either party and any Consumer.
10.8 Interpretation. These Terms will be construed as a whole, according to their fair meaning, and not in favor of or against any party. Headings are used for reference purposes only and should be ignored in the interpretation of these Terms. Whenever the words “include,” “includes” or “including” are used in these Terms, they will be deemed to be followed by the words “without limitation”.
10.9 Severability. Any provision of these Terms which is held invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective only to the extent of such invalidity or unenforceability and without rendering invalid or unenforceable the remaining provisions of these Terms or affecting the validity or enforceability of any of the provisions of these Terms in any other jurisdiction. If any provision of these Terms is so broad as to be unenforceable, the provision will be interpreted to be only so broad as is enforceable.
10.10 Assignment. Except as expressly stated otherwise herein, neither party may assign or otherwise transfer (whether by operation of law, merger, consolidation, change of control or otherwise) these Terms or any rights or obligations hereunder without the written consent of the other party, except that we may, without such consent, assign or transfer these Terms to a purchaser of all or substantially all of our assets or to a successor organization by merger, consolidation, change of control, conversion or otherwise. Any assignment or transfer, or attempted assignment or transfer, in violation of these Terms is void. These Terms are binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.
10.11 No Third Party Beneficiaries. Except as may be otherwise expressly set forth herein, these Terms are not intended to, and shall not, confer any rights or remedies upon anyone other than the parties hereto.
10.12 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations hereunder resulting from any cause beyond such party’s reasonable control, including weather, fire, floods, labor disputes, riots or civil disturbances, acts of government, and acts of war or terrorism.
For questions related to these Terms, or for questions related to the Platform please contact us at: firstname.lastname@example.org or P.O. Box 31 Manhattan Beach, CA 90267
Effective Date of this policy: April 26, 2022