Terms of Service

Introduction

Welcome to OrgYouNeed ("we," "our," or "us"). These Terms of Service ("Terms") constitute a legally binding agreement between you and OrgYouNeed, Inc., a corporation organized under the laws of Delaware, United States, governing your access to and use of our platform, services, and associated software applications.

Our platform provides organization management tools and services to help communities, clubs, and small organizations streamline their operations, member management, and administrative tasks.

BY ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE OUR SERVICES.

Acceptance of Terms

You represent and warrant that: (a) you are at least 18 years of age and have the legal capacity to enter into binding agreements; (b) if you are accepting these Terms on behalf of an organization, you have the authority to bind that organization to these Terms; and (c) your use of our Services will comply with all applicable laws, regulations, and these Terms.

These Terms apply to all users, including without limitation, administrators, members, and visitors of organizations using our platform.

By creating an account or using our Services, you agree to receive communications from us electronically, including service announcements, administrative messages, and promotional materials. You may opt out of promotional communications but cannot opt out of service-related communications.

Service Description

OrgYouNeed provides a comprehensive Software-as-a-Service (SaaS) platform designed to facilitate organization management, including but not limited to:

• Member management and directory services
• Event planning, scheduling, and RSVP management
• Payment processing and billing management
• Communication tools and member engagement features
• Administrative tools and reporting capabilities
• Multi-tenant organization hosting and customization
• Mobile and web-based access to platform features

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time with or without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuation of our Services.

Access to certain features may require a paid subscription. We offer different service tiers with varying features and limitations as described in our pricing documentation.

User Accounts and Registration

To access our Services, you must create an account by providing accurate, complete, and current information. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

Account Security: You must immediately notify us of any unauthorized access to or use of your account. We shall not be liable for any loss or damage arising from your failure to secure your account credentials.

Account Information: You agree to provide and maintain accurate, complete, and up-to-date account information. False, incorrect, or outdated information may result in immediate termination of your account.

Organization Accounts: If you create an account on behalf of an organization, you represent that you have the authority to act on behalf of that organization and to bind the organization to these Terms.

We reserve the right to refuse registration of, or cancel, any account at our sole discretion, including accounts we determine to be inappropriate, offensive, or in violation of these Terms.

Acceptable Use Policy

You agree to use our Services only for lawful purposes and in accordance with these Terms. You are prohibited from using our Services:

• In any way that violates any applicable federal, state, local, or international law or regulation
• To impersonate or attempt to impersonate any person or entity
• To engage in any conduct that restricts or inhibits anyone's use of the Services
• To transmit any advertising, promotional materials, or spam
• To attempt to gain unauthorized access to any portion of our Services or systems
• To upload, transmit, or distribute malicious code or harmful content
• To collect or harvest personal information about other users without consent
• To use automated systems to access our Services without prior written permission

We reserve the right to investigate and take appropriate action against anyone who violates this policy, including without limitation, reporting to law enforcement authorities and removing or suspending access to our Services.

Prohibited Activities

The following activities are expressly prohibited:

Enforcement: Violation of these prohibitions may result in immediate termination of your account, legal action, and liability for damages. We cooperate fully with law enforcement agencies in investigating prohibited activities.

Intellectual Property Rights

Our Rights: The Services, including all software, text, graphics, logos, audio, video, photographs, data, and other content, are owned by OrgYouNeed or our licensors and are protected by copyright, trademark, patent, and other intellectual property laws.

Limited License: Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your internal business purposes only.

User Content: You retain ownership of content you upload to our Services ("User Content"). By uploading User Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display such content solely for the purpose of providing our Services.

DMCA Policy: We respond to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act ("DMCA"). If you believe your copyrighted work has been infringed, please contact us with detailed information about the alleged infringement.

Trademarks: "OrgYouNeed" and our logos are trademarks of OrgYouNeed, Inc. You may not use our trademarks without our prior written permission.

Payment Terms and Billing

Payment Authorization: By providing payment information, you authorize us to charge the specified payment method for all applicable fees, including subscription fees, usage charges, and applicable taxes.

Billing Cycles: Subscription fees are billed in advance on a monthly or annual basis, as selected by you. Billing occurs on the same calendar date each billing period.

Payment Methods: We accept major credit cards and other payment methods as indicated on our platform. You must maintain valid payment information on file.

Disputes: Any billing disputes must be reported within 30 days of the charge date. We will investigate all good-faith disputes promptly.

Subscriptions and Termination

Termination by You: You may terminate your account at any time by providing written notice or using the termination features in your account dashboard. Termination is effective at the end of your current billing period.

Termination by Us: We may terminate or suspend your account immediately, without prior notice or liability, for any reason, including breach of these Terms, non-payment, or violation of our policies.

No Refunds: Except as required by law, all subscription fees are non-refundable. We do not provide refunds or credits for partial months of service, upgrade or downgrade refunds, or refunds for months unused with an open account.

Data Retention: Following termination, we will retain your data for 30 days to allow for account reactivation or data export. After this period, your data will be permanently deleted and cannot be recovered.

Data Processing and Privacy

Your privacy is important to us. Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

Data Processing: By using our Services, you consent to the processing of your personal data as described in our Privacy Policy and as necessary for the provision of our Services.

Data Security: We implement industry-standard security measures to protect your data against unauthorized access, alteration, disclosure, or destruction. However, no method of transmission over the Internet is 100% secure.

Data Location: Your data may be processed and stored in the United States or other jurisdictions where we or our service providers operate. By using our Services, you consent to such transfer and processing.

Data Rights: Depending on your jurisdiction, you may have certain rights regarding your personal data, including rights to access, correct, delete, or port your data. Please refer to our Privacy Policy for more information.

Limitation of Liability

Service Availability: We do not guarantee that our Services will be available at all times or without interruption. We shall not be liable for any losses or damages resulting from service outages, maintenance, or technical difficulties.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

Indemnification

Your Indemnification Obligations: You agree to defend, indemnify, and hold harmless OrgYouNeed, Inc., its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from:

• Your use of the Services in violation of these Terms
• Your User Content and any claims of intellectual property infringement related thereto
• Your violation of any third-party rights, including privacy, publicity, or intellectual property rights
• Your violation of any applicable laws, rules, or regulations
• Any third-party claims arising from your organization's use of the Services
• Any negligent acts, omissions, or willful misconduct by you or your users

This indemnification obligation shall survive termination of these Terms and your use of the Services.

Warranty Disclaimer

Third-Party Services: Our Services may integrate with or provide access to third-party services, applications, or content. We make no representations or warranties regarding such third-party services and disclaim all liability related thereto.

Some jurisdictions do not allow the disclaimer of certain warranties, so some of the above disclaimers may not apply to you. In such jurisdictions, our warranties are limited to the minimum period and extent permitted by law.

Force Majeure

We shall not be liable for any failure to perform our obligations under these Terms if such failure is due to circumstances beyond our reasonable control, including but not limited to:

• Acts of God, natural disasters, or severe weather conditions
• War, terrorism, civil unrest, or government actions
• Labor strikes, lockouts, or other labor disputes
• Internet service provider failures or telecommunications outages
• Cyber attacks, data breaches, or other security incidents beyond our control
• Pandemics, epidemics, or other public health emergencies
• Failures of third-party service providers essential to our operations
• Changes in applicable laws or regulations that make performance impossible

Notice and Mitigation: Upon the occurrence of a force majeure event, we will promptly notify affected users and make reasonable efforts to minimize the impact and restore normal service operations.

Extended Force Majeure: If a force majeure event continues for more than thirty (30) consecutive days, either party may terminate the affected services upon written notice.

Dispute Resolution

Class Action Waiver: YOU AND ORGYOUNEED AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Exceptions: Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

Fee Shifting: The prevailing party in any arbitration proceeding shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

Informal Resolution: Before initiating arbitration, the parties agree to attempt to resolve disputes through good-faith negotiations for a period of thirty (30) days.

Governing Law and Jurisdiction

Governing Law: These Terms and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

Jurisdiction: Subject to the mandatory arbitration provisions above, any legal action or proceeding arising under these Terms shall be brought exclusively in the federal or state courts located in Delaware, and the parties hereby consent to the personal jurisdiction and venue therein.

International Users: If you are accessing our Services from outside the United States, you are responsible for compliance with local laws of your jurisdiction, and you agree that these Terms shall be governed by Delaware law regardless of your location.

Export Controls: You acknowledge that the Services may be subject to export control laws and regulations of the United States and other countries. You agree to comply with all applicable export control laws and regulations.

Service Availability

Service Level Objectives: While we strive to maintain high service availability, we do not guarantee uninterrupted access to our Services. We target 99.9% uptime but make no warranties regarding service availability.

Scheduled Maintenance: We may perform scheduled maintenance that temporarily interrupts service availability. We will provide reasonable advance notice of scheduled maintenance when possible.

Emergency Maintenance: We may perform emergency maintenance without advance notice to protect the security and integrity of our Services and customer data.

Service Modifications: We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time. Major changes to core functionality will be communicated to users with reasonable advance notice.

Beta Features: We may offer beta, preview, or experimental features that are provided "as is" without warranties and may be modified or discontinued at any time.

Modifications to Terms

Right to Modify: We reserve the right to modify these Terms at any time. Material changes will be communicated to users via email or prominent notice on our platform at least thirty (30) days before the effective date.

Continued Use: Your continued use of the Services after the effective date of any modifications constitutes your acceptance of the modified Terms. If you do not agree to the modifications, you must discontinue use of the Services.

Rejection of Changes: If you reject material changes to these Terms, you may terminate your account without penalty within thirty (30) days of the change effective date.

Version Control: We maintain historical versions of these Terms for reference. The current version is always available at orgyouneed.com/terms.

Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

Reformation: If a court of competent jurisdiction finds any provision of these Terms to be invalid or unenforceable, the parties agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and reform such provision to make it enforceable.

Essential Terms: If any essential provision of these Terms (including but not limited to the limitation of liability, indemnification, or arbitration provisions) is found to be unenforceable, the parties agree to negotiate in good faith to replace such provision with enforceable terms that achieve the same commercial purpose.

Entire Agreement

These Terms, together with our Privacy Policy and any additional terms and policies referenced herein, constitute the complete and exclusive understanding and agreement between you and OrgYouNeed regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings relating to the subject matter hereof.

Order of Precedence: In the event of any conflict between these Terms and any other agreement or policy, these Terms shall prevail unless explicitly stated otherwise in writing.

Survival: The following provisions shall survive termination of these Terms: Intellectual Property, Payment Terms, Limitation of Liability, Indemnification, Warranty Disclaimer, Dispute Resolution, and Governing Law.

No Waiver: The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any further rights hereunder. No waiver shall be effective unless in writing and signed by the waiving party.

Contact Information

If you have any questions about these Terms or need to contact us regarding legal matters, please reach out using the information below: