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Institution Terms of Use
Updated June 2, 2025
These TERMS OF USE (these “Terms of Use”) are made by and between GetAcceptd LLC (“Acceptd”) and you, an entity or other organization wishing to utilize our Services (“you”).
Acceptd offers an online service platform known as Acceptd (the “Platform”) through the website located at www.getacceptd.com and app.getacceptd.com (individually or together, the “Website”) that provides you with the ability to connect with and evaluate applicants to your program, as well as additional services, functionality, and resources made available through the Platform (“Services”).
All access to and use of the Services available through the Platform is subject to these Terms of Use. If you have placed or later place an order (whether in the form of an online order submitted through the Platform, by way of a fully executed agreement with us, or by way of email, phone, or otherwise) with Acceptd (your “Order”) seeking to access and use certain of the Services, and if Acceptd accepts that Order, then your access to and use of the Services is also subject to the terms of that Order.
In addition to these Terms of Use and any accepted Order, your access to and use of the Platform and Services is subject to Acceptd’s then-current policies relating to the Platform and Services, including, without limitation, Acceptd’s Privacy Policy. You are responsible for compliance with these policies and all other Acceptd policies applicable to the access and use of the Services posted to the Website or provided through Services or Platform.
THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
THESE TERMS OF USE REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
BY ACCESSING OR USING THE PLATFORM OR SERVICES (OR BY SUBMITTING AN ORDER FOR ANY SERVICES), YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS OF USE.
IF YOU DO NOT AGREE TO THESE TERMS OF USE, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THESE TERMS OF USE, ACCEPTD IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM OR SERVICES AND YOU MUST NOT ACCESS OR USE THE PLATFORM OR SERVICES. IF YOU ACCESS OR USE THE PLATFORM OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THESE TERMS OF USE AND AGREE TO BE BOUND BY THESE TERMS OF USE.
THESE TERMS OF USE ARE ENTERED INTO AS OF THE EARLIER OF THE DATE YOU (I) FIRST SUBMIT AN ORDER RELATING TO THE SERVICES OR (II) FIRST ACCESS OR USE THE SERVICES OR THE PLATFORM (THE “EFFECTIVE DATE”). THESE TERMS OF USE ARE SUBJECT TO CHANGE BY ACCEPTD WITHOUT PRIOR WRITTEN NOTICE AT ANY TIME, IN ACCEPTD’S SOLE DISCRETION. THE LATEST VERSION OF THESE TERMS OF USE WILL BE POSTED ON THE WEBSITE, PLATFORM, OR OTHERWISE DELIVERED TO YOU ELECTRONICALLY. YOUR CONTINUED USE OF THE PLATFORM OR SERVICES AFTER A POSTED CHANGE IN THESE TERMS OF USE WILL CONSTITUTE YOUR ACCEPTANCE OF AND AGREEMENT TO SUCH CHANGES.
DEFINITIONS. Capitalized terms have the meanings below or as otherwise provided in these Terms of Use.
“Affiliate” means any entity that (as of the Effective Date, or thereafter) directly or indirectly Controls, is Controlled by, or is under common Control with, you or Acceptd, respectively, and as the context requires. “Control” means the power to direct or cause the direction of the affairs, policies, or management of a person or entity, whether through the ownership of voting securities, by contract or otherwise; except that with respect to you only, direct or indirect ownership of at least 20% of voting securities, equity interest or the equivalent also constitutes Control.
“Aggregated Anonymous Data” means any of the following information as has been aggregated with other similar information of other of Acceptd’s customers, and anonymized so that it does not reveal any personally identifying information or information identifying you: (a) information related to how Acceptd’s customers are using the Platform and Services; and (b) information related to the performance of the Platform or Services.
“Applicable Law” means all laws, rules, regulations, rulings, decrees, directives, or other requirements of any governmental authority, and all current industry self-regulatory principles that (a) apply to the Services; (b) relate to Acceptd’s or your rights and obligations under these Terms of Use, as may be amended or otherwise revised; or (c) apply to the collection, processing, and storage of Personal Information including, but not limited to, data privacy and data security regulations.
“Documentation” means the description of the Platform or Services, including any specifications, requirements, training guides, or manuals, and any other information about installation, configuration, interoperability, and use, including any updates thereto, as provided or made available by or on behalf of Acceptd.
“Intellectual Property Rights” means any (a) trademarks, service marks, trade names, trade dress and Internet domain names, together with all goodwill and common law rights associated therewith; (b) patents; (c) copyrights; (d) registrations and applications for registration of any of the foregoing in (a)-(c); (e) trade secrets; and (f) rights of privacy and/or publicity; and all other forms of intellectual property or proprietary rights, and derivatives thereof.
“Personal Information” has the meaning set forth in the Data Processing Agreement.
“Personnel” means, with respect to each of Acceptd and you, respectively, Acceptd’s or your employees, subcontractors, vendors, agents, officers, directors, and other persons and/or entities that may be engaged by either of Acceptd or you from time to time.
“Subscription Term” means the term you selected on an Order when signing up for the Services, subject to any auto-renewals thereof.
“Systems” means websites, mobile or tablet devices or sites, applications and other digital properties, services, platforms, software, servers, computers, hardware, firmware, middleware, networks, systems, workstations, data communications lines, routers, hubs, switches, magnetic, optical or electrical data storage devices, and all other information technology equipment.
“Updates” means all updates, modifications, enhancements, corrections, bug fixes, patches, upgrades, and new versions of the Platform. References in these Terms of Use to the “Platform” include all Updates thereto.
“Your Content” means all electronic information transferred, stored, modified, communicated, or shared through your use of the Services and any Personal Information relating to you or any of your Users, customers, service providers, employees, contractors, recipients, or agents generated or received through your use of the Platform or Services.
SCOPE OF AGREEMENT.
License Grant. During the Subscription Term, Acceptd hereby grants to you a revocable, non-exclusive, worldwide, non-transferable, non-sublicensable (except to your Affiliates), license to access and use the Platform as set forth in these Terms of Use and the applicable Order. You may display, reproduce, modify, and distribute the Documentation to any Users of the Platform solely as necessary to facilitate your exercise of the licenses granted above. The license set forth in this Section 2.1 will automatically terminate at the conclusion of the Subscription Term.
Your Use of the Platform and Services.
Following Acceptd’s acceptance of your initial Order, you will be granted access to the Services through an account (“Account”), to the extent that your Account has not been previously established. You may authorize designated employees within your organization to access the Services through your Account (each such individual, as applicable, a “User” of the Account). You and each User will be provided with a user identification and will select a password (each such user identification and password, a “User ID”). Each User ID is personal in nature and may be used only by the applicable User.
You are solely responsible for all use of the Platform and Services through your Account, for the actions of each User of your Account, and for compliance by each User with these Terms of Use. You will use commercially reasonable practices to protect the security and confidentiality of each User ID and will notify Acceptd immediately if any User ID is lost, stolen, or otherwise compromised. You acknowledge that you are fully responsible for all costs, fees, liabilities, and damages incurred, and material transferred, stored, modified, or shared through use of each User ID (whether lawful or unlawful). You will be solely responsible, at your own expense, for acquiring, installing, and maintaining all hardware, software, and other equipment as may be necessary for you and each User to connect to, access, and use the Services and Platform.
You acknowledge that the Services, Platform, and the databases, software, hardware, and other technology used by or on behalf of Acceptd to provide the Services and operate the Platform (the “Technology”) and their structure, organization, and underlying data, information, and source code constitute valuable trade secrets of Acceptd. You will not, and will not permit any third-party to: (a) access or use the Services or Platform, in whole or in part, except as expressly provided in these Terms of Use; (b) violate Acceptd’s Privacy Policy or other terms or policies governing your use of the Website, Platform, or Services, in effect and as updated from time to time; (c) use the Platform or Services in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Platform or Services; (d) use automated scripts to collect information from or otherwise interact with the Platform or Services, except for the sole purpose of collecting and extracting Your Content in compliance with your rights or obligations set forth in these Terms of Use and any applicable Order; (e) use the Platform or Services to intimidate or harass any other people or entities; (f) alter, modify, reproduce, create derivative works of the Services, Platform, or Technology; (g) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of your rights to access or use the Services or any Technology (except as expressly provided for in these Terms of Use), including providing outsourcing, service bureau, hosting, application service provider or online services to third parties, or otherwise make the Services or any Technology, or access thereto, available to any third-party; (h) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of or any trade secrets embodied in the Platform, Services, or any Technology; (i) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Platform, Services, or any Technology; or (j) interfere in any manner with the operation or hosting of the Platform, Services, or any Technology, or attempt to gain unauthorized access to the Platform, Services, or any Technology. You will not allow any access to or use of the Platform or Services by anyone other than your authorized Users, and any such use will be consistent with the terms, conditions, and restrictions set forth in these Terms of Use.
You will be solely responsible for all of Your Content uploaded or posted to, or generated or transmitted through, your Account by any User or other third-party, or that Acceptd may receive, collect, or obtain through your use of the Platform or Services. You grant to Acceptd a limited, revocable, non-sublicensable license in and to Your Content throughout the world while these Terms of Use or an Order is in effect for the sole purpose of Acceptd providing the Services under these Terms of Use and such Order. As between you and Acceptd, you own and retain all of your rights in and to Your Content and do not convey any proprietary interest therein to Acceptd other than the licenses set forth in these Terms of Use. You agree that none of Your Content or the use of Your Content: (a) violates these Terms of Use or any Applicable Laws; (b) is libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (c) constitutes an infringement or misappropriation of the rights of any third-party; (d) is illegal or advocates illegal activity; (e) is an advertisement or solicitation of funds, goods, or services; (f) is false, misleading, or inaccurate; or (g) is or could be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message, or disruptive advertisement. In addition, you acknowledge that you (and your Users) may grant access to Your Content through the Services, and you are solely responsible for all access to or permission to share access to Your Content provided through your Account to any User or other third-party. Acceptd has no responsibility for any such activity, or the actions taken or not taken by Users or other third parties to whom you have granted any such access or permission. Acceptd may take remedial action if any of Your Content violates these Terms of Use, including deletion of any of Your Content from the Platform and Services; provided, that Acceptd is under no obligation to review any of Your Content for accuracy or potential liability. You represent and warrant to Acceptd that you have all necessary right, title, interest, and consent necessary to allow Acceptd to use Your Content for the purposes for which you provide Your Content to Acceptd, including the transfer, storage, modification, communication, and sharing of Your Content.
Standards of Service. Acceptd will perform the Services in a professional, competent, and workmanlike manner in accordance with industry standards, using Personnel who are fully trained and qualified to perform the Services, in accordance with the applicable Order and these Terms of Use.
Modification, Suspension, or Discontinuation of Platform and Services. Acceptd reserves the right, at any time, to modify, suspend, or discontinue the Platform or Services, or any part thereof, with or without notice, and without any liability to you therefor, subject to these Terms of Use and an applicable Order.
Suspension of Your Account. Without limiting Acceptd’s right to terminate these Terms of Use, Acceptd may also immediately and indefinitely suspend your access to the Platform or Services, including, without limitation, your Account and all of Your Content, by providing notice to you, upon any actual, threatened, or suspected breach of any Applicable Law or upon any other conduct deemed by Acceptd to be inappropriate or detrimental to the Platform, Services, Acceptd, or any other Acceptd customer or user, until the breach of Applicable Law or inappropriate conduct is cured by you. Acceptd may at any time following any suspension, suspend access to or delete any of Your Content held by Acceptd or the Platform or Services.
ORDERS AND CONFIRMATION. All Orders placed by you for any Services will be governed by these Terms of Use. Acceptd will confirm your Order through the Platform at the time you submit your Order online, by countersigning the relevant Order, or by providing you with access to the Services specified in your Order (each, a “Confirmation”). If the terms of any Order conflict with the terms of any Confirmation of that Order, the terms of the Confirmation will govern and control with respect to the Services provided to you. These Terms of Use will govern and control the terms of each Order and Confirmation. By accessing or using any of the Services, you agree to be bound by these Terms of Use and each applicable Order and Confirmation with respect to those Services.
FEES AND PAYMENT. You agree to pay Acceptd all fees set forth in each Order or Confirmation, as well as all other fees incurred through your Account in connection with additional services or products obtained through the Platform or Services, whether by you or by any User or other individual accessing or using your Account (all such fees, collectively, the “Fees”). You acknowledge that the subscription fees for the Services specified in any Order or Confirmation are subject to limitations on your use of the Services, and that you may incur additional Fees for your use of the Services in excess of these limitations. All Fees will be billed as indicated in each Order or Confirmation or as specified on the Platform or through the Services. If the applicable Order or Confirmation does not specify any applicable billing terms, the initial payment of Fees specified under that Order or Confirmation for each period in your subscription will be due and payable by you in advance on or before the Effective Date and again on or before the completion of each subsequent subscription period selected by you. If you have specified a credit card or a debit card, or direct withdrawal from a bank account, as an applicable payment method, you grant Acceptd the right to charge such credit card or debit card, or draw funds from such bank account, for all Fees incurred under these Terms of Use and any Order. Except as expressly set forth in these Terms of Use or any Order, all Fees will be non-refundable once paid to Acceptd (including upon any termination or suspension of your Account. Acceptd only guarantees its subscription rates for the current Subscription Term you have selected. Unless expressly set forth in an Order, Acceptd may increase such subscription rates following the conclusion of the Subscription Term. Unless expressly set forth in an Order, Acceptd may otherwise increase any portion of the Fees by posting the changes to the Platform or otherwise notifying you through the Services or electronically of the change, such changes to take effect upon your next billing period. If Acceptd requires use of collection agencies, attorneys, or courts of law for collection on your Account, you will be responsible for those expenses. You will be responsible for all use, sales, and other taxes imposed on the Services provided under these Terms of Use or any Order.
CONFIDENTIAL INFORMATION. “Confidential Information” is any information and materials disclosed or made available by or on behalf of one of Acceptd or you (“Discloser”), to the other or that the other (“Recipient”) obtains in connection with these Terms of Use that is designated as confidential or is reasonably expected to be confidential or proprietary. Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, trade secrets, business, technical, and financial information not generally known to the public, such as business plans, strategies, practices, products, and Personnel-related data; and in the case of you, Your Content and Personal Information. Confidential Information does not include information that (a) the Recipient rightfully possessed without a duty of confidentiality before obtaining it from the Discloser; (b) is or becomes generally available to and known by the public through no fault of Recipient; (c) Recipient received on an unrestricted basis from a source other than Recipient, and not under a duty of confidentiality; or (d) Recipient developed independently without the use of any of Discloser’s Confidential Information. Recipient’s obligations under this Section 5 regarding Discloser’s Confidential Information terminate two (2) years after the end of the Term or the last Subscription Term (whichever is later), except that Recipient’s obligations survive (a) in perpetuity for backed up Personal Information; and (b) for Confidential Information that is a trade secret, for as long as such Confidential Information is a trade secret under Applicable Law.
Protection. Each of Acceptd and you, respectively, will maintain in confidence and protect the other’s Confidential Information from any unauthorized disclosure, access, use, destruction, alteration, or loss, using at least the same standard of care Acceptd or you use to protect Acceptd’s or your own respective Confidential Information, but no less than a reasonable degree of care.
Use and Disclosure. Subject to Section 5.3 (Required Disclosure), Recipient will not, nor permit any person or entity to use, copy, or disclose Discloser’s Confidential Information to any person or entity other than (i) to Recipients’ Affiliates and authorized Personnel as strictly necessary for Recipient to perform or receive the Services or to comply with these Terms of Use or Applicable Law, or (ii) to legal counsel, accountants, banks, and other financing sources and advisors as strictly necessary for such parties to advise or perform services on behalf of Recipient (such persons, “Authorized Persons”). Recipient (a) will ensure that its Authorized Persons with access to Discloser’s Confidential Information are bound by substantially similar confidentiality obligations no less restrictive than those set forth in these Terms of Use and (b) is liable to Discloser for the failure of Recipient’s Authorized Persons to comply with this Section 5 to the same extent that Recipient would have been had Recipient failed to comply. Nothing in this Section 5 will be construed to restrict the licenses or rights granted by or on behalf of Acceptd or its Personnel hereunder.
Required Disclosure. Recipient will, to the extent not prohibited by Applicable Law, (a) promptly notify the Discloser if any Applicable Law or a governmental authority of competent jurisdiction requires or requests Recipient to disclose any of Discloser’s Confidential Information; and (b) use reasonable efforts to allow Discloser an opportunity to seek injunctive relief from, or a protective order with respect to, the contemplated disclosure. Notwithstanding the foregoing, Recipient (i) may disclose only that portion of Discloser’s Confidential Information that Recipient’s counsel advises is not subject to privilege and must be disclosed, and (ii) will, at Discloser’s expense and to the extent not prohibited by Applicable Law, cooperate with Discloser to ensure the disclosed Confidential Information is treated in a confidential manner.
Injunctive Relief. Acceptd and you each hereby acknowledge and agree that the Confidential Information constitutes unique and valuable assets of the Disclosing Party. Acceptd and you each further acknowledge that, because of the unique nature of the Confidential Information, monetary damages may be inadequate to compensate the Disclosing Party for any breach by the Receiving Party of its covenants and agreements set forth in this Section 5. Accordingly, Acceptd and you each agree and acknowledge that any violation of the terms of this Section 5 may cause irreparable damage to the Disclosing Party and, therefore, that in addition to any other legal remedies or equitable relief available to the Disclosing Party for any breach of this Section 5, the Disclosing Party shall be entitled to seek, from a court of appropriate jurisdiction, specific performance in the form of injunctive relief to prevent, inhibit, or enjoin any actual, suspected, or threatened violation of the terms of this Section 5 by the Receiving Party or its Authorized Persons, without the necessity of posting a bond.
Destruction of Information. Upon the expiration or termination of these Terms of Use, or upon the earlier, written request of the Disclosing Party (email to suffice), the Receiving Party shall immediately destroy any Confidential Information that the Receiving Party received in written, electronic, or other tangible form (including all copies and electronic reproductions thereof). Notwithstanding the foregoing, nothing in these Terms of Use shall require the alteration, modification, deletion, or destruction of back-up tapes or other comparable electronic records made in the ordinary course of business pursuant to the Receiving Party’s or its Authorized Persons’ respective electronic information systems. Additionally, Receiving Party shall only be required to use reasonable efforts to search for and destroy copies of routine emails between Authorized Persons, but it shall not be required to conduct exhaustive electronic discovery for such emails that do not contain attachments containing Confidential Information. Notwithstanding the return, destruction, or deletion of Confidential Information pursuant to this Section 5.5 by the Receiving Party and its Authorized Persons, the Receiving Party and its Authorized Persons shall continue to be obligated to maintain the confidentiality of, and not use for any purpose not described in or permitted by these Terms of Use, any Confidential Information retained or archived by the Receiving Party or its Authorized Persons, in accordance with the terms of this Section 5.
DATA AND SECURITY.
Data Processing. Each of Acceptd and you, respectively, agree to comply with all Applicable Laws with respect to collecting, processing, accessing, sharing, storing, and disposing of Personal Information as set forth on the Data Processing Agreement that follows and forms part of these Terms of Use.
Security. To protect Your Content, we will (a) implement and maintain administrative, technical, physical, and organizational safeguards regarding security, continuation, backup, and disaster-recovery that are consistent with industry standards and practices and comply with Applicable Law, and (b) only access and use your Systems to the extent necessary to perform the Services.
INTELLECTUAL PROPERTY. Except for the rights provided in these Terms of Use, as between Acceptd and you, Acceptd is the sole and exclusive owner of the Services, Platform, Technology, and Documentation, including all associated Intellectual Property Rights.
Use of Aggregated Anonymous Data. Notwithstanding anything herein to the contrary, Acceptd may (i) collect information to generate, and process, Aggregated Anonymous Data, and (ii) freely use and make available Aggregated Anonymous Data for the purpose of operating the Platform and marketing it to other similar customers (including without limitation, for purposes of improving, testing, operating, promoting and marketing Acceptd’s current and future products and services). Acceptd is and will remain the sole and exclusive owner of all right, title, and interest in and to all Aggregated Anonymous Data, including all intellectual property rights related thereto, and may freely use all Aggregated Anonymous Data during the term of these Terms of Use and thereafter.
Improvements. You understand and agree that Acceptd shall be entitled to use and incorporate into the Platform and Services and any future products or services, for you as well as any of its other customers or future customers, any suggestions, enhancement requests, recommendations, or other feedback provided by you or Users, relating to the Platform or Services (“Improvements”), and Acceptd shall have no obligations to you, Users, or any third-party for any such use or incorporation. You agree to execute and deliver, or cause to be executed and delivered, to Acceptd such instruments and documents, and to take such other actions, as Acceptd, at Acceptd’s expense, may reasonably request for the purpose of evidencing, establishing, documenting, or otherwise supporting Acceptd’s Intellectual Property Rights in and to any such Improvements.
REPRESENTATIONS AND WARRANTIES.
Duly Authorized. Each of Acceptd and you, respectively, represent and warrant to the other that it (a) is duly organized and in good standing in the jurisdiction of its organization; and (b) has all requisite power and authority to execute, deliver, and enter into these Terms of Use and each Order.
No Consents or Conflicts. Each of Acceptd and you, respectively, represent and warrant to the other that the acceptance and performance of these Terms of Use does not and will not: (a) violate, conflict with, or result in the breach of any provision of its charter, bylaws, or organizational documents; or (b) conflict with, result in a breach of, constitute a default of, require any consent under, or give any other person or entity a right to terminate, amend, accelerate, suspend, revoke, or cancel any other agreement to which it is a party or by which it is bound.
OFAC. Each of Acceptd and you, respectively, certify that (a) it is not acting on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department, through its Office of Foreign Assets Control (“OFAC”) or otherwise, as a terrorist, “Specially Designated Nation”, “Blocked Person”, or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by OFAC or another department of the United States government, and (b) it is not engaged in this transaction on behalf of, or instigating or facilitating this transaction on behalf of, any such person, group, entity, or nation.
Warranty Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THESE TERMS OF USE AND ANY ORDER, ACCEPTD DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN EACH CASE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
INDEMNIFICATION.
Indemnification by Acceptd. Acceptd will defend, indemnify, and hold harmless you, your Affiliates, and your and their respective officers, directors, employees, agents, successors, and assigns from and against any and all liabilities, losses, claims, damages, costs, and expenses as finally awarded, to the maximum extent permitted by law (including reasonable attorneys’ fees and any applicable fines or penalties) (collectively, “Losses”) arising from any third-party claim, suit, action, or proceeding (each, a “Third-Party Claim”) that: (a) Acceptd breached its obligations, representations, or warranties under these Terms of Use; (b) Acceptd and/or its Personnel failed to comply with Applicable Law; or (c) the Platform, or your use of the Platform in accordance with these Terms of Use and the Documentation, infringed, misappropriated, or otherwise violated or conflicted with Applicable Law or such third-party’s intellectual property rights.
Indemnification by You. You will defend, indemnify, and hold harmless Acceptd, its Affiliates, and its and their respective officers, directors, employees, agents, successors, and assigns from and against any and all Losses arising from any Third-Party Claim that: (a) you breached your obligations, representations, or warranties under these Terms of Use; (b) your and/or your Personnel failed to comply with Applicable Law; or (c) your use of the Platform in violation of these Terms of Use or the Documentation, or Your Content, infringed, misappropriated, or otherwise violated or conflicted with Applicable Law or such third-party’s intellectual property rights.
Indemnification Procedure. The party seeking indemnification under these Terms of Use (the “Indemnitee”) will provide the other party (the “Indemnitor”) with prompt notice of any claim, suit, action, or proceeding (an “Action”) for which it believes it is entitled to indemnification. The Indemnitor will immediately take control of the defense and investigation of such Action and will employ counsel approved by the Indemnitee, such approval not to be unreasonably withheld or delayed, to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Indemnitor will not settle any Action on any terms or in any manner without Indemnitee’s prior written consent.
Statute of Limitations. No Action, regardless of form, may be brought or asserted by Acceptd or you, respectively (nor its Affiliates or their respective officers, directors, employees, or agents) against the other (nor its Affiliates or their respective officers, directors, employees, or agents) under these Terms of Use more than one year after the cause of such Action became known to the potential claimant or should have been known to the claimant based on the surrounding circumstances.
Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH OF ACCEPTD AND YOU, RESPECTIVELY, HEREBY WAIVE ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION IN ANY WAY ARISING OUT OF OR RELATED TO THESE TERMS OF USE, THE PLATFORM, THE SERVICES, OR ANY ORDER OR CONFIRMATION.
LIMITATIONS ON LIABILITY AND EXCLUSIONS.
Limitations on Liability. EXCEPT FOR ANY FEES OWED BY YOU TO ACCEPTD UNDER THESE TERMS OF USE OR ANY ORDER OR CONFIRMATION (INCLUDING, WITHOUT LIMITATION, ANY TAX OBLIGATIONS), IN NO EVENT WILL THE AGGREGATE LIABILITY OF ACCEPTD OR YOU (NOR OUR RESPECTIVE AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS), RESPECTIVELY, ARISING OUT OF OR RELATED TO THESE TERMS OF USE, THE PLATFORM, THE SERVICES, OR ANY ORDER OR CONFIRMATION, EXCEED THE AMOUNT OF FEES PAID BY YOU TO ACCEPTD DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.
Exclusions. NEITHER ACCEPTD NOR YOU, RESPECTIVELY, NOR THEIR AFFILIATES, NOR ITS OR THEIR PERSONNEL, PARTNERS, SHAREHOLDERS, SUCCESSORS, OR ASSIGNS, WILL HAVE ANY LIABILITY TO THE OTHER OR ANY OTHER PERSON OR ENTITY FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE PLATFORM, THE SERVICES, OR ANY ORDER OR CONFIRMATION, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, AND WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT, OR OTHERWISE.
TERM; TERMINATION.
Term. These Terms of Use are effective as of the Effective Date and terminate upon the later of (i) the conclusion of the Subscription Term, and (ii) the expiration or termination of all Orders (the “Term”), in each case, unless as otherwise set forth in an Orders.
Termination Rights.
Termination for Breach. Either Acceptd or you, respectively, may terminate these Terms of Use, in whole or in part (including any affected Order(s)) (a) immediately upon written notice if the other breaches its obligations set forth in these Terms of Use or an Order and such breach is non-curable, or (b) thirty (30) business days following the other’s receipt of notice that it has breached these Terms of Use or an Order if it has not cured such breach within the thirty (30) business day period. In the case of either (a) or (b), such notification must include: (i) the nature of the breach, (ii) the specific provision(s) of these Terms of Use or the Order that were breached, and (iii) details of the facts and circumstances giving rise to such breach, including, without limitation, any supporting documentation. In the case of (b), such notification must also include the specific actions requested by the non-breaching party for the breaching party to cure such breach.
Termination for Bankruptcy. Either Acceptd or you, respectively, may terminate these Terms of Use (including any affected Order(s)) at any time by providing notice of termination to the other if the other: (a) is dissolved or liquidated or takes any corporate action for such purpose; (b) becomes insolvent or is generally unable to pay its debts as they become due; (c) becomes the subject of any voluntary or involuntary bankruptcy proceeding under any bankruptcy or insolvency law; (d) makes or seeks to make a general assignment for the benefit of its creditors; or (e) applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
Acceptd Termination Rights. Acceptd may terminate these Terms of Use, in whole or in part (including any affected Order(s)) if: (a) you fail to pay, by the applicable payment due date, the undisputed portion of an invoice properly issued hereunder, or breach your obligations under Section 5 (Confidential Information); (b) Acceptd has notified you in writing of such non-payment or breach and, in such notification, has stated its intent to terminate these Terms of Use; and (c) such non-payment or breach has not been cured within thirty (30) days of your receipt of such notice, in which case these Terms of Use will terminate upon expiration of such thirty (30) day period.
Effect of Termination. Upon termination of these Terms of Use, Acceptd will cease all Services and, if applicable, provide to you a final invoice for the applicable Services.
Survival. All sections of these Terms of Use, which by their nature should survive the termination or expiration of these Terms of Use, will so survive, subject to any survival periods specified therein.
GENERAL PROVISIONS.
Notices. All notices described in or otherwise regarding these Terms of Use must be in writing and will be deemed to have been sufficiently given: (a) upon receipt if delivered in person; (b) upon delivery if by an internationally-recognized mail service (e.g., FedEx), overnight courier, or certified or registered mail, postage pre-paid, return receipt requested; or (c) on the date transmitted if by email (on condition that the original will promptly follow in accordance with the procedures set forth in clauses (a) or (b) or a verifiable, non-automated confirmation of email receipt is provided by the email’s recipient). All notices must be sent to Acceptd or you, respectively, at the addresses set forth below or at any other address which Acceptd or you, respectively, have notified the other in accordance with this Section 12.1.
If to you:
To the address specified in your Account or on your Order.
If to Acceptd:
GetAcceptd LLC
Two Ravinia Drive, Suite 500
Atlanta, GA 30346Email: support@getacceptd.com
With a copy to:
Togetherwork Holdings, LLC
Two Ravinia Drive, Suite 500
Atlanta, GA 30346
Attn: Legal DepartmentEmail: legal@togetherwork.com
Assignment. Neither Acceptd or you, respectively, may assign, delegate, or otherwise transfer any of its rights, remedies, or obligations set forth in these Terms of Use without the other’s prior written consent, not to be unreasonably withheld; provided, however, that Acceptd may (without consent or prior notice) assign its rights and obligations hereunder to any successor to all or substantially all of its business that concerns these Terms of Use (whether by sale of stock or assets, merger, consolidation or otherwise). These Terms of Use bind and inure to the benefit of Acceptd and you, respectively, and Acceptd’s or your respective successors and permitted assigns.
Third-Party Beneficiaries. Except as expressly provided herein, these Terms of Use (i) are entered into by and between, and may be enforced only by, Acceptd and you, respectively, and (ii) will not be deemed to (a) create any rights in third parties (other than Acceptd’s or your respective, permitted successors and assigns and any persons or entities expressly entitled to indemnity hereunder), including without limitation, Acceptd or your Affiliates and their respective officers, directors, employees, and agents, or (b) create any obligations of Acceptd or you (nor Acceptd’s or your Affiliates or their respective officers, directors, employees, or agents) to any such third parties.
Affiliates. Your Affiliates may receive Services under an Order, in which case you are and will be responsible for such Affiliates’ compliance with these Terms of Use and such Order. Except for its right and license to receive such Services, no such Affiliate will be deemed a party or a third-party beneficiary to these Terms of Use; provided that, you may enforce these Terms of Use as it relates to Affiliates’ use.
Disputes.
Exclusive Procedures. Any controversy, claim, or dispute arising out of or related to these Terms of Use (including but not limited to any Order entered into hereunder) or the interpretation, performance, or breach hereof, including without limitation alleged violations of state or federal statutory or common law rights or duties (a “Dispute”), will be resolved according to the procedures set forth in this Section 12.5, which will constitute the sole and exclusive dispute resolution mechanism to resolve all Disputes, and no other procedure may be used with the sole exception that Acceptd or you, respectively, need not comply with the terms herein before filing a claim for injunctive relief. Acceptd’s and your respective promise to resolve all Disputes as set forth herein is given in consideration for the other’s like promise.
Confidentiality. The details and/or existence of any Dispute, any informal meetings, and any proceedings conducted hereunder, including without limitation any discovery taken in connection therewith, will be kept strictly confidential and will not be disclosed or discussed with any third-party (excluding Acceptd’s or your respective attorneys, accountants, and other agents and representatives, as reasonably required in connection with any Dispute resolution procedure hereunder), except as otherwise required by Applicable Law. All offers, promises, conduct, and statements, whether oral or written, made in the course of the resolution of any Dispute by Acceptd or you, respectively, Acceptd’s or your respective agents, employees, experts, and attorneys, will be confidential, privileged, and inadmissible for any purpose, including impeachment, in any litigation, arbitration, or other proceeding, except that evidence that is otherwise admissible or discoverable will not be rendered inadmissible or non-discoverable as a result of its use by either Acceptd or you, respectively.
Informal Dispute Resolution. Either Acceptd or you, respectively, may demand, in writing, that Acceptd’s and your management representatives meet at a mutually acceptable location to resolve the Dispute. Upon receipt of this demand, Acceptd and you will promptly comply and will negotiate in good faith to resolve the Dispute. No third-party will have authority to consider or resolve any Dispute that is not first the subject of informal dispute resolution pursuant to this Section 12.5.3. All meetings must be attended by Acceptd and you, or Acceptd’s and/or your representatives with full authority to settle the Disputes at issue.
Arbitration. If any Dispute cannot be resolved through negotiations between Acceptd and you within thirty (30) days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration before a single arbitrator. The arbitration will be held in the State of Delaware in accordance with the Streamlined Arbitration Rules and Procedures of JAMS, which will administer the arbitration. The arbitrator does not have the authority to modify these Terms of Use, but may, in the course of the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator, and the reasonable attorneys’ fees of the prevailing party. The award of the arbitrator will be the exclusive remedy of each of Acceptd and you for all claims, counterclaims, issues or accountings presented or plead to the arbitrator. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof.
Governing Law, Jurisdiction, and Venue. These Terms of Use and all Disputes and Actions arising hereunder will be governed by, and construed in accordance with, the substantive laws of the State of Delaware applicable to contracts wholly made and to be performed within the State of Delaware without giving effect to the principles thereof with respect to conflicts of law. Each of Acceptd and you, respectively, hereby submit to the jurisdiction of, and waive any venue objections against, the federal and state courts of the State of Delaware for any Dispute or Action arising out of or relating to these Terms of Use, the Platform, the Services, or any Order or Confirmation, or the negotiation, validity, or performance of these Terms of Use or any Order.
Entire Agreement; Conflict. These Terms of Use (including all Orders, Confirmations, and the Data Processing Agreement, which will be deemed to be incorporated by reference) constitutes the entire agreement between Acceptd and you with respect to its subject matter. If any provision of an Order conflicts with, expands, or limits any provision in these Terms of Use, these Terms of Use govern to the extent of such inconsistency; provided, however, those provisions of these Terms of Use that allow for modification by an Order may be so modified by an Order but only if the specific section number of these Terms of Use is identified in the Order so modifying.
Force Majeure. Neither Acceptd or you, respectively, will be liable for any default or delay in the performance of its obligations under these Terms of Use to the extent an unforeseeable event including a natural disaster, act of God, pandemic, epidemic, fire, act of war or terrorism, riot, acts of civil or military authority, other similar unforeseeable occurrence beyond its reasonable control or any related governmental or judicial or other third-party actions taken in connection with, or as a response to the event (a “Force Majeure Event”) that makes it impossible for either Acceptd or you, respectively, to perform or comply with its obligations; provided, that the affected party make all reasonable efforts to comply with its obligations despite the occurrence and, as soon as reasonably practicable, notifies the other of the occurrence and its expected duration and impact on the affected party’s performance. Notwithstanding anything in this Section 12.8 to the contrary, you will not be relieved of any payment obligations arising under these Terms of Use as a result of a Force Majeure Event so long as the Services are still available to you.
Independent Contractors. Acceptd is performing the Services as an independent contractor; and neither Acceptd nor any of its Personnel is an agent, employee, affiliate, joint venturer, or partner of you or your Affiliates. Acceptd agrees that it is responsible for any and all disputes involving its Personnel.
Severability. If any provision of these Terms of Use is determined to be unenforceable by a governmental authority of competent jurisdiction, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by Applicable Law) or disregarding it (if not). All other provisions of these Terms of Use will remain in effect as written.
Waiver. Either Acceptd’s or your respective failure to enforce any provisions of, or rights deriving from, these Terms of Use does not waive those provisions or rights, or Acceptd’s or your respective right to enforce those provisions or rights. Acceptd’s and your respective rights and remedies in these Terms of Use are cumulative and supplement other rights and remedies available at law or in equity.
California Charitable Fundraising Platform Disclosure Agreement. If, and only if, you are a non-profit (or have a foundation that is a non-profit) that utilizes the Platform to solicit and accept donations from California residents, Acceptd and you agree to comply with the terms of the California Charitable Fundraising Platform Disclosure Agreement attached as Exhibit A hereto, which shall be incorporated into these Terms of Use.
Exhibit A
California Charitable Fundraising Platform Disclosure Agreement
This California Charitable Fundraising Platform Disclosure Agreement (“Disclosure Agreement”) forms a part of the Terms of Use (the “Terms of Use”) entered into by and between GetAcceptd LLC (“Acceptd”) and you (each, a “Party” or together, the “Parties”). The Parties enter into this Disclosure Terms of Use to comply with the Act (as defined below). Under the Act, the State of California requires Acceptd to provide certain disclosures to, and obtain certain donation information from, you, as further set forth below. Capitalized terms used by not defined in this Disclosure Agreement shall have the respective meanings given to them in the Terms of Use.
California Regulation. Pursuant to Title 2, Division 3, Part 2, Chapter 6, Article 7 of the California Government Code (the Supervision of Trustees and Fundraisers Charitable Purposes Act (the “Act”)), Acceptd is deemed to be a “Charitable Fundraising Platform” under the Act because (a) Acceptd’s the Platform offers a function that permits you to solicit and accept charitable donations from California residents (“Donations”), and (b) you are a non-profit (or have a foundation that is a non-profit) that utilizes this function to solicit and accept such Donations. As a result, Acceptd has certain obligations set forth in this Disclosure Terms of Use that are legally required by the Act.
Consent to Use Name on Platform. Pursuant to the Act, you hereby give Acceptd express consent to identify your name on the Platform with respect to any solicitation for Donations which you facilitate through the use of the Platform.
Disclosure Requirements. Pursuant to the Act, Acceptd discloses the following information:
The total amount of fees charged by Acceptd for each Donation shall be as set forth in the Terms of Use (including any documents or agreements incorporated therein);
The time period for sending the Donations to you shall be as set forth by your payment processor, but typically is between two and five days. You should confirm with its payment processor the exact timing;
You have the right to review and approve information on the Platform with respect to your solicitation; and
You are allowed to acknowledge persons who make Donations if the donors choose to share their information with you.
Additionally, you must provide a conspicuous disclosure to donors about the instances in which you will be deemed ineligible to receive funds as a result of not being in good standing as set forth in Section 4(b) below.
Obligation to Remain in Good Standing.
You shall maintain good standing with the applicable state and federal reporting agencies, including the IRS and, if you solicit donations from California residents, the California Attorney General and the California Franchise Tax Board.
If you are not in good standing, Acceptd cannot legally permit donations to be made to you through the Platform. Accordingly, if you are not in good standing with the IRS, the California Attorney General, and the California Franchise Tax Board, Acceptd will disable the donation feature on the Platform, or if it is unable to disable such feature, will prohibit you from processing any transactions through its payment processor, until you regain your good-standing status.
Cooperation. You shall cooperate with Acceptd to provide any information reasonably required by Acceptd to ensure its compliance with the Act with respect to Donations received through the Platform.
Privacy. All information submitted to the California Attorney General pursuant to the Act shall be subject to the Privacy Notice found here: https://oag.ca.gov/system/files/media/Privacy.pdf