Nonprofit Validation Services

TechSoup ANNUAL SUBSCRIPTION Validation Services Agreement

Last updated: September 7, 2022

This Validation Services Agreement (this “Agreement”) governs your use of the online Starter Subscriptions and validation services (the “Services”) provided by TechSoup Global and its affiliated entities (collectively, “TechSoup”). The terms “you” and “your” shall mean the entity entering into this Agreement.

1. Available Services. Your annual subscription to the Services gives you access to TechSoup’s database of qualified charitable organizations throughout the world (each, an “NGO”) and the ability to request validation of NGOs through various channels and with varying data points. The Services allow validation of NGOs in 236 countries and territories, excluding countries currently under U.S. trade embargo: Syria, Iran, North Korea, Cuba, and Ukraine. Other countries may be excluded on request.

1.1 Validation by Email — NGOk Basic. You may direct any NGO to a TechSoup website, where the NGO can sign in with a valid TechSoup account or register to create a new TechSoup account. You will receive the following emails regarding the validation progress:

1.1.1 New Qualified Organization — a new NGO has registered with TechSoup.

1.1.2 Qualified Organization — NGO has been verified and has logged into the application.

1.1.3 Organization Status Change — the NGO’s status has recently been changed.

The emails will include the following data points:

• Name
• Country
• Postal Code
• Validation Status
• TechSoup Valid (yes/no)

1.2 Key Eligibility Data Add-On (optional). You may determine eligibility requirements for NGOs based on data that TechSoup collects as part of the validation process. The following NGO data points will be added to emails:

• Primary Activity Code
• Sub Activity Code
• Mission Statement

1.3 Eligibility Results Add-On (optional). TechSoup provides you with a “yes” or “no” eligibility decision based on eligibility requirements that you determine based on data points that TechSoup collects as part of its validation process (Validation Status, Country, and TechSoup Activity Code). Emails will include the additional data point:

1.3.1 Client Eligible (yes/no)

1.4 Outreach Activities. TechSoup may offer outreach activities to the TechSoup nonprofit community, including an offer landing page, to be confirmed by mutual agreement between you and TechSoup. TechSoup will evaluate the charitable product or service you offer and determine, in its sole discretion, whether outreach activities will be available to you based on potential demand and resources.

2. Intellectual Property.

2.1 Localized Eligibility Definitions. TechSoup shall validate all NGOs against TechSoup’s Localized Eligibility Definition (“LED”) for each country or territory. The LEDs are the proprietary property of TechSoup, and TechSoup maintains sole discretion over the types of NGOs that will be validated under an LED.

2.2 Your Logos. You give TechSoup the limited, revocable permission to use your logos solely for the purpose of providing the Services.

3. Pricing and Payment. Pricing is determined by TechSoup in its sole discretion and subject to change. TechSoup shall notify you thirty (30) days in advance of any changes, and only increase fees by a maximum of 5% in any given calendar year. TechSoup will only charge you once per validation of an NGO within a three (3) month period. ALL PAYMENTS ARE NON-REFUNDABLE and pro-rated quarterly. The components and related pricing for the Services are as follows.

3.1 One-Time Setup Fee. TechSoup will charge a basic setup fee of $1,000 (the “Setup Fee”) for the Services. You will be invoiced for the Setup Fee in your first subscription payment invoice and no refunds will be issued for the Setup Fee. The Setup Fee is a one-time fee and will not be charged at annual renewal or upon change of tier (if requested). The Setup Fee covers: (i) the technical setup of the Services for your use and ongoing technical support for the Services; and (ii) ongoing support and advice for your program to maximize your impact.

3.2 Annual Subscription Fee. You will choose an annual subscription level based on the number of NGOs your company plans to validate in the coming year. Your subscription begins on the first day of the calendar month after setup of the Validation by Email solution and ends a year after that date (the “Subscription Term”).

3.2.1 If you use 80% of your Validations prior to the end of the Subscription Term, you will be notified at the end of the month in which you used those Validations.

3.2.2 If you use all your Validations prior to the end of the Subscription Term, you will continue to receive an additional 5% of your total Validations at no extra charge (“Additional Validations”).

3.2.3 If you use your Additional Validations before the end of the Subscription Term, the entire annual subscription fee will become due, and you will be charged TechSoup’s standard prices per Validation: Tier 1: $17, Tier 2: $28, Tier 3: $40 for the remainder of the Subscription Term. Tier pricing is subject to change. TechSoup will notify you thirty (30) days in advance of any changes, and the change will be less than 5% of the current price. Tier pricing is based on the location of the NGO by country and defined by TechSoup. Please see detailed information regarding the Tiers here: https://docs.google.com/spreadsheets/d/1tp5Yeut45vhoYRoIzH20CnGn4DiuZmV_7FgmMM_dr_M/edit#g id=0.

3.2.4 Alternatively, you may, with thirty (30) days advance notice and written confirmation from TechSoup: (i) restart your current annual subscription at the beginning of the next quarter (i.e., January 1, April 1, July 1, October 1) or (ii) move to a higher-level annual subscription at the beginning of the next quarter. At the end of the Subscription Term, if you have not used all your Validations before the end of the Subscription Term, any unused Validations (up to 5% of your total Validations) will be added to the next Subscription Term. Your subscription will automatically renew at the same subscription level unless you notify us that you would like to change your subscription level at least thirty (30) days before the end of the current Subscription Term.

3.2.5 You may adjust your subscription level for any reason by giving notice to TechSoup thirty (30) days before the end of the quarter (i.e., 30 days before March 31, June 30, September 30, December 31), in which case you will begin a new Subscription term at the new tier with a reset in the number of Validations available starting on the next quarter’s corresponding start date (i.e. on April 1, July 1, October 1, January 1, respectively). No refunds will be given on pro-rated fees due to date for moving to a lower subscription level.

3.3 Add-On Fees. If you choose to use the Key Eligibility Data Add-On and/or the Eligibility Results Add-On, an additional 10% charge will be added to the annual subscription fee for each Add-On.

3.4 Language Fees. TechSoup will charge additional fees for translation of content into a language other than English, at an agreed upon scope between both parties These fees will be invoiced with the quarterly invoice in the quarter in which the work is completed.

3.5 Payment Portal Fees. Should Client require that TechSoup process invoices via Client’s proposed payment processor or payment gateway portal, TechSoup will not be liable for any fees said processor or portal provider may charge. Those fees will be the Client’s sole responsibility. In addition, if use of said processor or portal is requested by Client, TechSoup may, at its discretion, charge additional fees to cover the cost of labor incurred by using such payment processor or portal. TechSoup may charge an hourly rate of USD $50/hour for this service, which will be reflected in the applicable invoice.

3.6 Custom Pricing. The parties may agree to a separate fee arrangement outside of this Agreement for other custom items, in which case TechSoup will invoice you separately.

3.7 Invoicing.

3.7.1 TechSoup will invoice you for the Services at the beginning of each calendar quarter (January 1, April 1, July 1, October 1, each a “Billing Date”) for the fees due for that quarter. If your Subscription Term ends during the quarter, your invoice will be pro-rated accordingly.

3.7.2 Your first invoice will be due on the first day of the Subscription Term and will be pro-rated according to the number of months remaining in the quarter. After the first invoice, you will receive subsequent invoices on the Billing Date for the fees charged for the next quarter.

3.7.3 You agree to pay the invoiced amount within thirty (30) days after the billing date of the invoice. TechSoup reserves the right, in its sole discretion, to pause the Services or cancel your subscription if you fail to pay any invoices.

3.8 Taxes. Any payment amounts to be made under this Agreement are exclusive of any value added or similar tax (“Value Added Tax”) imposed upon such payment and you shall bear the cost of, and be responsible for the payment of, any and all Value Added Tax imposed on account of any payments paid to TechSoup, based on the your tax jurisdiction. TechSoup will provide you with a proper tax invoice where any Value Added Tax amount is shown separately, if applicable.

4. Confidential Information.

4.1 Definition. Each party (the “Disclosing Party”) may from time to time during the term of this Agreement disclose to the other party (the “Receiving Party”) certain information regarding the Disclosing Party’s business (“Confidential Information”). Confidential Information includes, without limitation: (a) information, ideas or materials of a technical or creative nature, such as research and development results, designs and specifications, computer source and object code, patent applications, and other materials and concepts relating to products, services, processes, technology, or other intellectual property rights; (b) information, ideas or materials of a business nature, such as non-public financial information; information regarding profits, costs, outreach, purchasing, sales, customers, suppliers, contract terms, employees and salaries; product development plans; business and financial plans and forecasts; and outreach and sales plans and forecasts; (c) all personal property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints and other documents or materials, or copies thereof; and (d) the terms and conditions of this Agreement. For the avoidance of doubt, all data regarding nonprofit organizations shared by TechSoup with Client is considered Confidential Information.

4.2 Protection. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

4.3 Exceptions. The Receiving Party’s obligations under Section 4.2 with respect to any Confidential Information of the Disclosing Party will terminate if such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; or (c) is, or through no fault of the Receiving Party has become, generally available to the public. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (x) approved in writing by the Disclosing Party, or (y) necessary for the Receiving Party to enforce its rights under this Agreement in connection with a legal proceeding.

4.4 Return. Upon the written request of the Disclosing Party or the expiration or termination of this Agreement, whichever comes first, the Receiving Party will: (a) return to the Disclosing Party, or destroy at the Disclosing Party’s request, all tangible copies incorporating, in whole or in part, the Disclosing Party’s Confidential Information, (b) will erase all electronic copies of such Confidential Information, and (c) will certify to the Disclosing Party that it has complied with the requirements of this Section 4.4 (Return).

5. Compliance with Laws.

5.1 Generally. Notwithstanding any obligation, instruction, direction, or requirement of this Agreement, each party is responsible for compliance with and will comply with all applicable laws, rules, and regulations in connection with this Agreement, including but not limited to applicable regulations regarding processing and transfer of personal data. Neither party will commit any act or omission that would tarnish the reputation of the other party or engage in any illegal or unethical practice.

5.2 Data Privacy. The parties agree to take heightened care to comply with applicable data privacy regulations, including but not limited to the General Data Protection Regulation (GDPR). "Personal Data" includes any information relating to an identified or identifiable natural person 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. Personal Data may be provided from time to time by one party to the other party on an exception basis to be used exclusively for the purpose of troubleshooting the Services (including but not limited to customer support and evaluation of redundant records), and solely in compliance with TechSoup’s Privacy Policy, which may be accessed at https://www.techsoup.org/privacypolicy.

5.3 Clarification of Disclosure of Personal Data. For avoidance of doubt, the Parties agree as follows:

5.3.1 Personal Data includes names, telephone numbers, and email addresses of NGO contacts.

5.3.2 Disclosure of personal data includes disclosure for any purpose, including Personal Data may be provided from time to time by one Party to the other Party on an exception basis to be used exclusively for the purpose of troubleshooting the Services (including but not limited to customer support and evaluation of redundant records), and solely in compliance with TechSoup’s Privacy Policy, which may be accessed at https://www.techsoup.org/privacypolicy.

5.4 No Disclosure of Personal Data. Client and TechSoup agree that the Parties do not need to, and shall not, disclose Personal Data of NGOs to each other for the Parties to fulfill their respective rights and responsibilities under the Agreement.

5.5 Permitted Data Uses. All data provided by TechSoup to Client under the terms of this Agreement, whether Confidential Information, as defined in Section 4.1 (Definition) or otherwise, (collectively, “Validation Services Data”) is provided to Client solely for the purpose of Client’s administration of its own programs and business. Client may not share, disclose, or make available (with or without a fee) the Validation Services’ Data to third parties in such a way that may reasonably be considered in competition with TechSoup. For avoidance of doubt, Validation Services Data shall not be sold, assigned, leased, commercially exploited, or otherwise provided or made accessible to third parties, whether by or on behalf of Client or an agent of Client. Client shall promptly notify TechSoup if Client believes that any use of Validation Services Data by Client or by an agent of Client is inconsistent with the preceding sentence. A violation of this Section 5.5 (Permitted Data Uses) shall be considered a material breach of this Agreement.

5.6 TechSoup’s Tax Exempt Status. You further agree not to take any action that might interfere with TechSoup’s accomplishment of its tax-exempt purposes, or otherwise jeopardize TechSoup’s charitable status. For avoidance of doubt, such actions include but are not limited to: misrepresenting TechSoup as a commercial partner, circumventing any of the terms of this Agreement to the detriment of the charitable beneficiaries, or using TechSoup channels for political, business, or any other purposes outside the terms of this Agreement.

5.7 Tax Consequences for Client. TechSoup makes no representations or warranties with respect to any tax consequences to Client of any activities to be conducted under this Agreement, and Client agrees that Client is solely responsible for conferring with tax or legal counsel to determine any potential tax value or deductions available to Client in connection with services performed under this Agreement.

5.8 Anti-Discrimination Policy. You understand and acknowledge that TechSoup follows an Anti-Discrimination Policy (accessible at https://www.techsoup.org/anti-discrimination-policy). NGOs that advocate, support, or practice discrimination based on age, ethnicity, gender, national origin, disability, race, size, religion, sexual orientation, or socioeconomic background are not eligible to participate in TechSoup programs. NGOs must be willing and able to attest (if requested) that they do not discriminate on any of these grounds in order to receive products or services through TechSoup programs and /or TechSoup’s validation services.

5.9 Relationship. With respect to each other, the parties are and at all times will be independent contractors in all matters relating to this Agreement, and this Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between the parties. Neither party shall have the power or authority to bind or commit the other party to any obligation in any way. Neither party, nor its employees or contractors, are employees of the other party for any purpose within the meaning or application of any federal, state, or local employment laws, unemployment insurance laws, social security laws, workers’ compensation laws, or industrial accident laws, or under any other laws or regulations that impute any obligation or liability to the other party by reason of any employment or similar relationship.

6. Term and Termination.

6.1 Term. The term of this Agreement commences on the Effective Date and continues until terminated by either Party.

6.2 Termination for Convenience. Either Party may terminate this Agreement at any time, without cause, by providing at least thirty (30) days' prior written notice to the other Party. If the notice is provided less than thirty (30) days before the end of a quarter (i.e. notice is provided less than 30 days before March 31, June 30, September 30, December 31), you will still owe the next quarter’s fees and be charged, and the service and fees will terminate at the end of that next quarter.

6.3 Termination for Cause. This Agreement may be terminated before the end of the Term on written notice:

6.3.1 by TechSoup if you fail to pay any amount due and this continues for ten (10) days after you receive notice of nonpayment;

6.3.2 by either Party if the other Party breaches any provision of this Agreement and either the breach cannot be cured or, if the breach can be cured, is not cured by the breaching Party within ten (10) days after the breaching Party’s receipt of written notice of such breach;

6.3.3 by either Party upon the occurrence of a Force Majeure Event that lasts longer than ten (10) days; or

6.3.4 by either Party if the other Party becomes insolvent.

6.4 Effect of Termination. Except where the Agreement has been terminated by TechSoup for cause, you shall have the right, for a period of ten (10) days following receipt of a notice of termination, to receive validations in progress through the date of termination.

7. DISCLAIMER OF WARRANTIES. EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES, OR ANY SOFTWARE OR MATERIALS PROVIDED BY IT UNDER THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. EACH PARTY’S SERVICES, SOFTWARE, AND TECHNOLOGY IS PROVIDED “AS-IS” AND WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, ACCURACY, AND EFFORT IS WITH THE OTHER PARTY. EACH PARTY ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED ON ANY ORAL OR WRITTEN INFORMATION OR ADVICE, WHETHER GIVEN BY THE OTHER PARTY, ITS AGENTS, OR EMPLOYEES.

8. LIMITATION OF LIABILITY. EXCEPT FOR A BREACH OF SECTION 4, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT. EXCEPT FOR A BREACH OF SECTION 4, EACH PARTY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO TECHSOUP IN THE TWELVE (12) MONTHS PRECEDING THE FIRST CLAIM.

9. INDEMNITY. Each Party (each independently an “indemnifying Party”) will defend, indemnify, and hold harmless the other Party and its affiliates against any and all losses, damages, liabilities, costs, or expenses (including, without limitation, reasonable legal expenses) that arise from any claim brought by a third party alleging that any technology, materials, content or services supplied by the indemnifying Party infringes upon or misappropriates any patent, copyright, trademark, trade secret rights, or other intellectual property rights of the third party. The indemnifying party will provide prompt written notice of the claim to the other Party and will permit the other Party to control the defense of any such claim.

10. Miscellaneous

10.1 Assignment. Neither party shall assign any of its rights hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld.

10.2 Notices. Any notice, request, demand, or other communication hereunder shall be in writing, shall reference this Agreement, and shall be delivered by: (a) personal delivery; (b) facsimile or email of a PDF document (with confirmation of transmission); (c) registered or certified mail, return receipt requested, postage prepaid; or (d) a nationally-recognized express courier, with written confirmation of receipt. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt.

10.3 Severability. If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, and the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect.

10.4 Waiver. The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any such right or remedy.

10.5 Governing Law. This Agreement will be governed by the laws of the State of California without regard to its conflict of laws principles. All disputes, controversies or claims between the parties arising from or in relation to this Agreement, including the formation, interpretation, breach, or termination thereof, including whether the claims asserted are arbitrable, will be referred to arbitration in accordance with the Commercial Arbitration Rules of JAMS before a single arbitrator jointly selected by the parties or, if the parties are unable to agree, by JAMS. The arbitration hearings will be conducted in the English language and will take place in San Francisco, California. The decision of the arbitrator will be final, binding and conclusive upon the parties. Each party will bear its own costs incurred in such arbitration proceeding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, each party reserves the right to seek immediate injunctive relief in a court of competent jurisdiction as it deems necessary to protect its intellectual property or Confidential Information.

10.6 Headings. The headings used in this Agreement are for convenience only and shall not be considered in construing or interpreting this Agreement.

10.7 Entire Agreement. This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous proposals, discussions, negotiations, understandings, promises, representations, conditions, communications and agreements, whether written or oral, between the parties with respect to such subject matter and all past courses of dealing or industry custom.

10.8 Amendment and Modification. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party.

10.9 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Each party agrees that electronic signatures, whether digital or encrypted or by facsimile, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures.

I AGREE TO THESE TERMS