Our Mission: Connecting all people in need and the programs that serve them (with dignity and ease).
Program (CBO) Subscription Agreement – Customer Terms for Programs to Participate in the findhelp® Social Services Technology Platform
[including the Program referral functionality for Customers and other Users of the findhelp Services]
Functionality is made available within the findhelp Services social services technology web-based platform (supplied by Aunt Bertha, a Public Benefit Corporation, also doing business as findhelp and findhelp.org) that allows Programs and Customers and other users to connect persons in need with programs that can help them. The Program referral functionality allows users of the findhelp Services to submit referrals for assistance (products and services) for fulfillment and delivery to those persons in need from Enrolled Programs. This Agreement is entered into by and between the Enrolled Program and findhelp. Enrolled Program and findhelp are each a party and collectively the parties to this Agreement. For all duties and obligations that are performed by either party under, or that related to, this Agreement, the Parties agree that the terms in this Agreement will govern and control in place of any conflicting or inconsistent terms that may exist in any other agreement(s) that may exist between the Parties. In consideration of the benefits and consideration and mutual covenants in this Agreement and each Party’s agreement of the purpose and recognition of the benefits of this option for Enrolled Program to help provide essential help(assistance) to meet basic needs for persons who may be lacking such items, the parties enter into this Agreement and agree to these terms and conditions.
The Program (the legal entity or individual who is legally responsible for and manages the Program) is subscribing to use certain findhelp Services [findhelp’s commercially available social services technology platform options (including software as a service applications, functionality, integrations, data, and communication options) for use and configuration by the Enrolled Program and Enrolled Program self-designated authorized users. Enrolled Program is able to set up and manage the Enrolled Program’s own administrative users and other authorized users (and groups of users) and may elect to use various automated configuration options and functionality within the subscribed Services. Findhelp’s standard Services do not require findhelp to access Enrolled Program’s sensitive data within the findhelp Services. findhelp personnel shall have no responsibility to enter any Enrolled Program data or send or receive any data on behalf of the Enrolled Program, all such options are available for use and configuration by Enrolled Program and Enrolled Program’s Authorized Users. Without express written agreement by an authorized representative of findhelp, Enrolled Program agrees not to request or require findhelp to enter, receive, or request any data on behalf of the Enrolled Program.
In the event Enrolled Program may request potential customized options for professional services and unique deliverables that findhelp may be able to provide, our findhelp team will communicate and engage in good faith efforts to finalize the details in a mutually acceptable Statement of Work for any additional Program-specific requirements and deliverables that are outside the parameters of the current functionality and configurations available to our Enrolled Programs within the findhelp Services. Such additional services would, for example, be to assist the Enrolled Program with program specific needs and requirements, including dedicated staff augmentation, extra customized training, including for example Enrolled Program-specific additional security and screening requirements and processes, subcontractor use, and dedicated personnel.
Recipient: the individual person(s) (sometimes referenced as Community Users or Seekers) or entity(ies) designated and referred by the Customer or User to receive Assistance per Referrals.
Assistance: the findhelp Customer or other findhelp User requested help: services (for example wheelchair ramp installation, home modifications, pest control, transportation) and/or products (for example, prepared meals, car seats, including delivery options) that are selected by Customer as part of a Referral, including the fulfillment of the Referral by the CBO.
Program or CBO, Enrolled Program: the legal entity or individual (Community Based Organization) that is responsible for the Program that receives that receives the Referral to fulfill the request for Assistance. These entities are a variety of private and public entities that provide the listed programs at no or reduced costs or other specialized services to persons in need in their applicable areas of operation in the United States. The Programs are independent entities who enter into agreements to use the findhelp Services to participate in the Program Referral and other Program functionality options available within the findhelp Services. The Programs offer help (through each of their programs) to provide the requested Assistance in response to Referrals submitted by other users of the findhelp Services. The Programs and are not subcontractors of findhelp. Enrolled Programs are limited to entities that are authorized to do business in the United States and provide and send the Assistance to the designated Recipient and the location(s) where the Assistance will be delivered or fulfilled only within the United States. For all terms in this Agreement that apply to the Program, Program will be fully responsible for all Program users (employees or contractors or other individuals) that Enrolled Program may permit to access and use the Services and perform and fulfill Enrolled Program’s obligations related to any Referral. Programs are listed in the findhelp platform with contact and other information as may be provided by the Program or publicly available sources and users of the findhelp platform.
“Aunt Bertha” or “findhelp” means Aunt Bertha, a Public Benefit Corporation, also doing business as findhelp and findhelp.org.
findhelp API: means findhelp’s application programming interface and any accompanying or related documentation, source code, executable applications and other materials made available by findhelp, including, without limitation, through its developer website and via the Platform.
findhelp Marks: means findhelp®, Aunt Bertha®, and findhelp’s other product and service names (including findhelp and findhelp.org), trademarks, service marks, branding and logos made available for use in connection with the Services pursuant to this Agreement.
Program referral functionality: refers to functionality in the findhelp Platform which allows Customers to enter information to submit Referrals for Recipients. Customer is able to use existing features and to self-configure certain options. Findhelp personnel may provide services to help with the processing of the Referrals. The Enrolled Program may also be able to use and configure certain features and options. The Program referral functionality may include additional services performed by findhelp personnel may provide services to help with the processing of the Referrals.
Recipient Content/Data: means information about a Recipient/Seeker that is processed or created by, or entered into, the Site or Services by anyone any and all data (such as name, delivery address, Assistance requested) shared by Customer through or related to the findhelp Platform that identifies and specifically relates to the Recipient and Referral for the Recipient. Such content likely includes personally identifiable information and also sensitive personal information.
Customer: Customers of findhelp and other users of the Program referral functionality in the findhelp Platform and as applicable, each and all Customer authorized users of the findhelp Services, as well as any other entity or individual who may use the findhelp Services to place a Referral.
Affiliate: means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
Participant and User: The individuals and entities who are users and or otherwise participate as Recipients, Customers, or Enrolled Programs in this Program referral functionality and the related Services.
Referral: a request for Assistance in the Platform by the Customer (or a Community User of the Customer’s branded public facing platform) on findhelp Platform using the Referral Functionality to be provided to designated Recipient(s) for Assistance fulfilled by the CBO designated by Customer.
Referrer: the legal entity and/or individual person(s) making the Referral within the findhelp Services.
Submitted Referral: means a Referral that a Customer Authorized User or Community User has elected to transmit through an indication in the Platform using the Referral Functionality (for example, after clicking a “send referral” button) after the user enters the data to complete a Referral.
Accepted Referral: a Submitted Referral that has been received by Enrolled Program and which Enrolled Program confirms is capable of fulfillment by Enrolled Program through automated communication that all Enrolled Program-required data has been received or through other electronic notice that the Enrolled Program has received and will fulfill or otherwise resolve the Submitted Referral.
Fee: (only if applicable) means the per unit price (or other pricing and any applicable taxes as charged by Enrolled Program) for the respective Assistance as set forth in the findhelp Platform or the attached Schedule (Enrolled Program Referral Transaction Fee Schedule). The Fee, if applicable, includes any form of incentive payment, price charged or to be paid to the Program, or other charge due to the program from the Referrer or Recipient. Any such fee obligation for the Assistance on each Submitted and Accepted Referral will be the ultimate responsibility of Referrer or Recipient.
Enrolled Program Transaction Fee: (only if applicable), the separate amount listed in the findhelp Platform for the Services provided by findhelp related to the Assistance (per unit/amount) on each Referral due from Enrolled Program for the Accepted Referral or the Fee(s) as otherwise agreed in writing between the Program and findhelp.
Enrolled Program Content: means the data, media and content submitted, stored, posted, displayed, or otherwise transmitted by Enrolled Program and its authorized users to findhelp and the Customers through the Service, but does not include any data collected by Enrolled Program through use of or in connection with the Services.
Data: means the Content, Seeker Data, and Non-Enrolled Program Data as it is made generally available by findhelp to other users and findhelp’s general customer base.
Documentation: means text and/or graphical documentation provided to Enrolled Program in accordance with this Agreement, whether in electronic or printed format, that describe the generally available features, functions and operation of the Services, and which are designed to facilitate use of the Services.
Materials: mean collectively all the text, Non-Enrolled Program Originated Data, information, software, graphics, photographs and more, including the Documentation, the Platform and findhelp API through which findhelp offers the Services. Materials include any and all intellectual property embodied in the Materials including the findhelp Marks. Materials does not include Enrolled Program Content.
Non-Enrolled Program Originated Data: means findhelp’s vast database of content that findhelp continuously collects and stores based upon its own database of content and pursuant to separate content agreements with third parties, including its customers and community and other users.
Open Source Software: means all software that is available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that approved by the Open Source Initiative (www.opensource.org).
findhelp Services: means any and all services, tools, software, content, applications and functionalities as may be provided by findhelp to Enrolled Program under this Agreement, including access to and use of the Services and the related findhelp API, which is offered on a subscription basis, and the Data as presented to findhelp’s general customer base through the findhelp Services including access to and use by way of such Platform and API depending upon the services provided by Enrolled Program. Services include the API License, the Platform License and any or all other services provided by findhelp under this Agreement. Services in context may also refer to the obligations of Enrolled Program under this Agreement.
Platform means in addition to the findhelp Services Site(s); any customer-branded presentation of the Site that may be licensed by Customer pursuant to an Order Form, subject to the terms of this Agreement.
Site: means, collectively, the site located at the URLs: www.findhelp.org: www.findhelp.com; as well as all associated sites linked thereto by findhelp, its subsidiaries and affiliated companies, whether as presented to Enrolled Program and any other end users by findhelp or as presented by a Customer of findhelp pursuant to and subject to a Customer Agreement between such Customer and findhelp.
System: means the Enrolled Program managed software system with which findhelp API is permitted to interface and interact by Enrolled Program.
User Terms: means the “Aunt Bertha Privacy Policy” located at https://company.findhelp.com/privacy/ and the “End User Terms of Service” located at https://company.findhelp.com/terms/.
1. Transactions. The terms of this Agreement govern transactions made using the Aunt Bertha Services and the Program referral functionality. The Program referral functionality enables Customers and other users to configure certain options and then select and submit Referrals to be delivered or fulfilled from a Enrolled Program to a designated Recipient for the applicable Referral Fees. findhelp will cooperate in good faith with Customer and the Enrolled Program to correct any mistakenly Submitted Referral to determine if the Submitted Service may be cancelled or otherwise modified. Customer and Enrolled Program and all Participants understand and agree that findhelp will have no responsibility for the actual fulfillment of the Referral by the Enrolled Program. findhelp’s sole responsibilities under this Agreement are to provide the technology and related services stated in this Agreement to help with the processing of the Referrals submitted by Customers for acceptance and fulfillment by Enrolled Program, which may include findhelp assisting with transacting or making the payment for the Price of the Assistance to Enrolled Program, although the ultimate responsibility is of the Customer submitting a Referral for the payment due for the Assistance on a Submitted Referral.
2. Responsibility for Fulfilling Referrals. Enrolled Program represents that Enrolled Program and Enrolled Program’s users of the Program referral functionality and findhelp Services have the authority to bind Enrolled Program to fulfill each Submitted Referral. Enrolled Program is responsible to ensure Enrolled Program has received the appropriate information and consents necessary for each Submitted Referral to fulfill the Referral to the intended Recipient. Enrolled Program agrees to pay the Enrolled Program Referral Transaction Fees associated with the Accepted Referrals.
3. Platform License; and API License
3.1. Platform License. If Enrolled Program accesses or uses the findhelp Services and Program referral functionality, all such use and access is subject to the terms of this Agreement. findhelp hereby grants to Enrolled Program a non-exclusive, non-transferable, non-sublicensable, only within (for any and all use and access) the United States, revocable right and license during the term of this Agreement (i) to access, input and interact with the Data within the platform and (ii) to use, reproduce, transmit, publicly perform, publicly display, copy, process, and measure the Data solely (1) within the platform and to the extent required to enable the ordinary and unmodified functionality of the platform as described in the online descriptions, and (2) for the Enrolled Program’s internal business use. Enrolled Program hereby acknowledges that the license hereunder is solely being provided for the purpose of this Agreement and not to modify or to create any derivatives based on the Data. Enrolled Program will take all reasonable measures to restrict the use of the Platform to prevent unauthorized access, including the scraping and unauthorized exploitation of the Data.
3.2. API License. If Enrolled Program accesses, or is provided access to and any use of any findhelp API, all rights to use the findhelp API are subject to this Agreement. findhelp hereby grants to Enrolled Program a non-exclusive, non-transferable, non-sublicensable, only within (for any and all use and access) the United States, revocable right and license during the term of this Agreement to: (i) access, use and make calls for real time transmission and reception of Data and information to the findhelp API, in object code form only; (ii) access, input, transmit, and interact with the Data solely for use with and within the System; and (iii) use, process, and measure the Data solely to the extent required to enable the display of the Data for “System End Use,” as defined in the following sentence (together, the “API Purpose”). Enrolled Program is only permitted read only access to the Data solely as and how the Data is presented to such Enrolled Program within the System and only within the United States (the “System End Use”). Enrolled Program acknowledges that this license is solely being provided for the API Purpose and not to modify or to create any derivatives based on the Data. Enrolled Program will not access the findhelp API other than within the System and within the scope of use granted herein. Enrolled Program agrees that (i) Enrolled Program will not persist or cache any Data; (ii) display of the Data in the System will be based on real-time API use; (iii) Enrolled Program will use all reasonable efforts restrict the use of the System so as to prevent unauthorized access, including the scraping and unauthorized exploitation of the Data; and (iv) Enrolled Program will install updates to the API that findhelp makes available from time to time within thirty (30) days of findhelp making an update generally available to its customer base.
4. Restrictions
4.1. Materials. Enrolled Program shall not: (i) copy or duplicate any of the Materials in any form, regardless of technique (e.g., screen-scraping, downloading, printing or otherwise) except as permitted in this Agreement and the Documentation; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any of the Materials is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Materials, or attempt to do any of the foregoing, and Enrolled Program acknowledges that nothing in the Agreement will be construed to grant Enrolled Program any right to obtain or use such source code; (iii) modify, alter, tamper with or repair any of the Materials, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of findhelp; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Materials; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Materials; (vi) use any Open Source Software in connection with any of the Materials in any manner that requires, pursuant to the license applicable to such Open Source Software, that any of the Materials be (1) disclosed or distributed in source code form, (2) made available free of charge to recipients, or (3) modifiable without restriction by recipients; (vii) assign, sublicense, sell, resell, lease, rent, disseminate, distribute, or otherwise transfer, make available, or convey, or pledge as security or otherwise encumber, Enrolled Program’s rights granted hereunder; (viii) host, save, preserve, memorialize, aggregate, collect, compile, or otherwise retain or store any of the Materials (or any copy thereof); (ix) use the Materials in any manner not expressly authorized by this Agreement, or (x) use the Materials, or findhelp API to create or benefit from any service that is competitive with the Platform or any other findhelp service. Enrolled Program shall ensure that any of the Materials complies with all applicable laws, statutes, regulations or rules and will not use any of the Materials in connection with any illegal activities. All copies of the Materials in Enrolled Program’s possession, or any part thereof, shall be identified by title, shall reproduce findhelp’s copyright notice (if any) and proprietary legend (if any), and shall be marked confidential (to the extent that the Materials are marked confidential or otherwise identified to be confidential by findhelp). For purposes of this Agreement, any copy (e.g. cached representation) of all or any portion of the Materials shall be treated in the same manner as the Material itself, and all obligations as to Materials as set forth in this Agreement, with respect to copies of such Materials, shall survive indefinitely.
4.2. Enrolled Program Users. Enrolled Program acknowledges and agrees that, as between Enrolled Program and findhelp, Enrolled Program shall be responsible for all acts and omissions of Enrolled Program’s users of the findhelp Services, and any act or omission by any Enrolled Program user which, if undertaken by Enrolled Program would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Enrolled Program. Enrolled Program shall ensure that all Enrolled Program users are aware of the provisions of this Agreement as applicable to the use of the Services and will cause Enrolled Program users to comply with such provisions. findhelp reserves the right to establish a maximum amount of storage and a maximum amount of data that Enrolled Program may store within, or post, collect, or transmit on or through the Services. No Enrolled Program Affiliate will have any right to use the Services unless and until the Affiliate enters into a separate agreement with findhelp to use the Services. Enrolled Program shall at all times retain full responsibility for Enrolled Program Affiliate’s compliance with the applicable terms and conditions of the Agreement.
4.3. Enrolled Program Accounts. It is the responsibility of Enrolled Program to obtain and maintain all Enrolled Program equipment and services needed for access to and use of the Services and pay all charges related thereto. It is also Enrolled Program’s responsibility to maintain the confidentiality of password(s), including any password of a third-party site that findhelp may allow Enrolled Program to use to access the Services, and Enrolled Program is responsible for all activities that occur using such account passwords. Should Enrolled Program believe any password or security for the Services has been breached in any way, Enrolled Program must immediately notify findhelp. Enrolled Program shall not share account passwords, let others access or use the Enrolled Program account or do anything else that might jeopardize the security of the Enrolled Program account passwords. Enrolled Program shall notify findhelp if account passwords are lost, stolen, if Enrolled Program is aware of any unauthorized use of account passwords on the Services or if Enrolled Program is aware of any other breach of security in relation to the Services.
4.4 Enrolled Program Responsibilities for Technology Systems Use and Access; Notification of any Breaches. Enrolled Program will continue to take appropriate and reasonable measures to provide for the security, availability, and proper function of the Enrolled Program’s technology and any Enrolled Program provided API or interfaces and systems, including backup and disaster recovery for the systems within the control and responsibility of Enrolled Program; and, during the term of this agreement (including consecutive renewals) Enrolled Program will maintain compliance current industry standard precautions to protect login information, prevent malicious software transmissions, prevent unauthorized access to the Enrolled Program and findhelp Services, including to prevent access to unauthorized information within the IT systems, timely terminate personnel access when not needed, and other reasonable administrative, technical, and physical safeguards (including following any reasonable guidelines provided by findhelp). Enrolled Program will also keep and maintain records of all personnel with such IT systems access and Enrolled Program shall promptly report any breach of its IT systems or data that relates to findhelp or any Customer or Recipient that is stored within the Enrolled Program’s systems and shall inform findhelp and the impacted Customer and Recipient, if any, of its investigation and mitigation of any such breach.
4.4. Suspension. findhelp reserves the right, in its reasonable discretion, to temporarily suspend access to and use of the Services: (i) during planned downtime for upgrades and maintenance to the Services (findhelp will generally provide notice of such planned downtime on the support pages applicable to the Services); (ii) during any unavailability caused by circumstances beyond findhelp’s reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures (including, without limitation, inability to access the Internet), or acts undertaken by third parties; or (iii) if findhelp suspects or detects any malicious software connected to Enrolled Program’s account or use of the Services by Enrolled Program.
5. Access and Use Related
5.1. Credentials/Passwords. In order to use and access the findhelp Services, Enrolled Program and its user must obtain credentials. Enrolled Program may not share its credentials with any third party, shall make commercially reasonable efforts to keep such credentials and all login information secure and shall use the credentials as Enrolled Program’s sole means of accessing the Services. In order to access certain password-restricted areas of the findhelp Services and to use certain Services and Materials offered on and through the Site, Enrolled Program must ensure the successful registration of a user account for each of its users with findhelp. To register an account, Enrolled Program must submit the required information and authenticators (example, emails, passwords) for each user through the user account registration page on the Site or other process provided by findhelp.
5.2. Data. Data will be provided in the form and format that findhelp makes such Data available to its general customer base for the applicable Services. Any technical changes to the format, frequency, and volume of Data delivered requested or required by Enrolled Program shall not be binding on findhelp without the prior written consent of findhelp, which may be withheld for any reason but shall not be unreasonably withheld.
6. Enrolled Program Content and Performance Data
6.1. Enrolled Program Content. Enrolled Program shall retain all right, title and interest in and to the Enrolled Program Content. Enrolled Program hereby grants to findhelp the right to use the Enrolled Program Content during the term of and for the purposes of this Agreement.
6.2. Performance Data. Enrolled Program hereby grants to findhelp the right to collect and use data related to the use of and calls to the findhelp API (the “Performance Data“) so as to analyze the performance of the findhelp API in order to improve its operation. None of this data will be the data of Enrolled Program except to the extent necessary for evaluation of the performance of the findhelp API and associated systems. The Performance Data will never include any personally identifiable information of a Enrolled Program.
7. Fees and Payment
7.1. Fees. (If applicable) The parties agree and understand that the Fees, if any, to be paid to either Party to the other are as specified in the Services or as otherwise agreed in writing. If Enrolled Program in whole or in part declines or is unable to fulfill any Assistance for an Accepted Referral for any reason, Enrolled Program agrees to reimburse or refund as applicable the Fee paid to findhelp to the extent paid by findhelp or to the Referrer to the extent paid by the Referrer to Enrolled Program. findhelp and Enrolled Program agree to periodically (at least annually) cooperate and work together in good faith to review and reconcile and adjust, if necessary, the amounts paid and due between the Parties for any Accepted Referrals that may have been returned or otherwise not completely fulfilled by Enrolled Program. If upon termination of this Agreement and after a final reconciliation of all payments to occur within one year of such termination, both parties will mutually true up any over or under payments due to the other and any adjustments will be paid within thirty days after receiving a written request with supporting detail from either party.
7.2. Payment. (If applicable) By providing a payment method, Enrolled Program expressly authorizes findhelp to charge the applicable fees on said payment method as well as taxes, if any, that may be applicable. Enrolled Program shall pay to findhelp the undisputed Fees in accordance with the payment terms. For any undisputed Fees that are not timely paid and for which the Enrolled Program has not provided by the original due date of the Fee written details of a good faith dispute by Enrolled Program of any Fee amount invoiced by findhelp, findhelp will have the option to charge (not to exceed the maximum amounts allowed under applicable law) to the Enrolled Program any costs of collection (including reasonable legal fees) and interest at the rate of 1.0% per month for the delayed payment if findhelp provides a notice of late payment to Enrolled Program and Enrolled Program fails to pay such undisputed late payment within thirty (30) days of Enrolled Program’s receipt of such late payment notice.
8. Term and Termination
8.1. Agreement Term and Renewal. The term of this Agreement will be for twelve months from and including the Effective Date, and this Agreement will automatically renew for consecutive twelve-month periods of time unless cancelled by either Party at least sixty (60) days before the end date the then current Subscription Term.
8.2. Termination for Convenience. Either party may terminate this Agreement at any time for convenience with at least sixty (60) days prior written notice of such termination. In the event that either party exercises this option, Enrolled Program will remain fully responsible for its obligations related to the fulfillment of any Referral submitted and accepted by Enrolled Program under this Agreement prior to the termination date.
8.3. Termination for Material Breach. Either party may terminate this Agreement if the other party ceases the conduct of active business. In addition, either party may terminate this Agreement in the event that the other party materially breaches any other terms and conditions of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice from the other party describing such breach.
8.4. Termination for Bankruptcy or Insolvency. In the event either party voluntarily files a petition in bankruptcy or has such a petition involuntarily filed against it (which petition is not discharged within thirty (30) days after filing) or is placed in a receivership or reorganization proceeding or is placed in a trusteeship involving an insolvency, the other party may terminate this Agreement by giving a written termination notice, which termination shall become effective upon receipt.
8.5. Effects of Termination. Upon expiration or termination of this Agreement, Enrolled Program’s right to receive and use any Services pursuant to the terms of this Agreement shall cease immediately, Enrolled Program shall no longer access the Services, and Enrolled Program shall not circumvent any security mechanisms contained therein. Any termination shall be without prejudice to any other rights or remedies that each party may have against the other party with respect to any default under this Agreement, nor will such termination relieve Enrolled Program’s obligation to pay all fees that have accrued or are otherwise owed by Enrolled Program under this Agreement. Upon expiration or termination of this Agreement, and within thirty (30) days of the date of expiration or termination, Enrolled Program shall destroy all Materials in its possession and provide a certificate to findhelp signed by a duly authorized representative certifying such destruction.
8.6. Rights Surviving Termination. In the event this Agreement expires or is terminated for any reason: findhelp shall retain its rights under this Agreement with respect to all Submitted and Accepted Referrals that occur prior to the effective termination date. Each party agrees that Continuing obligations (including without limitation warranty, indemnity, confidentiality, proprietary rights, the general additional terms) related to the party’s respective obligations that by their purpose are intended to continue past any termination date of this Agreement shall survive any termination of this Agreement.
9. Electronic Communications. Enrolled Program consents to receiving electronic communications from findhelp. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Services. These electronic communications are part of Enrolled Program’s relationship with findhelp. Subject to the notice requirements in this Agreement, Enrolled Program agrees that any notices, agreements, disclosures or other communications sent by findhelp to Enrolled Program electronically will satisfy any legal communication requirements, including that such communications be in writing.
10. Privacy and Confidentiality; Personally Identifiable Information (PII) and Sensitive PII
10.1. Privacy Policy. The findhelp Privacy Policy and User Terms at www.findhelp.org sets forth how findhelp may use information supplied by any users of the findhelp Services, including use by Enrolled Program.
10.2. Confidentiality. Enrolled Program and findhelp agree as follows with respect to Confidential Information: (i) to use Confidential Information disclosed by the other party only for the purposes described herein; (ii) to not reproduce Confidential Information of the other party, and to hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (iii) to not create any derivative work from the Confidential Information of the other party; (iv) to restrict access to the Confidential Information of the other party to its personnel, agents, and/or consultants, who have a need to have access and who have been advised of and have agreed in writing to treat such Confidential Information in accordance with this Agreement; and (v) to return or destroy all Confidential Information disclosed by the other party that is in its possession upon termination or expiration of the Subscription Term. Notwithstanding the foregoing, the obligations contained in this paragraph will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved for release or disclosure by the disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under the Agreement, including to make such court filings as it may be required to do.
10.3. HIPAA. Under certain circumstances, Enrolled Program may be presented with the ability to send and receive Referrals and related information and other data or inquiries directly to and from other entities and individuals that are also users of the Site and the Services. If Enrolled Program is a “covered entity” or “business associate” as those terms are defined in regulations promulgated under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), at 45 CFR 160.103, Enrolled Program is responsible for ensuring that disclosures and communications that Enrolled Program may make or receive, including through the Services, to any other entity or individual comply with HIPAA requirements.
10.4. Personally Identifiable Information and Sensitive Personally Identifiable Information. Each party will be responsible to comply with each party’s respective obligations related to Protected Health Information (PII) and Sensitive Personally Identifiable Information as defined under applicable federal and state law, and such PII and Sensitive PII is and will be considered Confidential Information. In addition, under certain circumstances, Enrolled Program may be presented with the ability to receive and send such information through data exchanges and requests for data directly (and indirectly via user-selected options to transmit via text or email) to and from other users (individuals and/or entities) of the Site and the Services and the findhelp.org technology platform. Enrolled Program is responsible for ensuring that any data entry and sharing (through direct or indirect communication or through requests do do) that Enrolled Program may make to, or request from, any other user or entity complies with applicable federal and state laws. For the avoidance of doubt, findhelp is not a business associate of any CBO (program offering services) or any individual user and does not sign a “business associate agreement” with any CBO or any individual user. As between Enrolled Program and findhelp, Enrolled Program is solely responsible for entering into a business associate agreement or other appropriate consent agreement with any entity or individual if, in Enrolled Program’s sole interpretation and discretion, one is necessary to disclose or receive information to or from that entity or individual. As between findhelp and Enrolled Program, Enrolled Program agrees that it takes responsibility for ensuring Enrolled Program’s use of the Services conforms with applicable federal and state laws and regulations, including, but not limited to HIPAA, and complies with all of Enrolled Program’s applicable internal policies and procedures, including policies related to the collection of appropriate consent from individuals for the use or disclosure of personal information and Protected Health Information (as that term is defined in HIPAA) and of sensitive or other personally identifiable information subject to other federal and state laws of the United States. Enrolled Program is responsible for the reliability, integrity, legality, and accuracy and appropriateness of Enrolled Program’s use of the Services and decision-making related thereto. While findhelp may provide functionality as a part of the Services to assist with collecting consent from individuals, it is solely the Enrolled Program’s decision to use or not use such functionality, and any such decision by Enrolled Program will not be interpreted to make findhelp responsible for Enrolled Program’s failure to comply with its’ responsibilities under applicable federal and state laws.
11. Links to Third-Party Sites findhelp may provide links on the Services to third-party sites. findhelp is not obligated to review any third-party sites that Enrolled Program visits through a link to from the Services, findhelp does not control any of the third-party sites, and is not responsible for any of the third-party Services (or the products, services, or content available through any of them). findhelp does not endorse or make any representations about such third-party sites, any information, software, products, services, or materials found there or any results that may be obtained from using them. Enrolled Program’s access of any third-party sites shall be entirely at Enrolled Program’s own risk and Enrolled Program shall follow the privacy policies and terms and conditions for those third-party sites. Certain areas of the Services may allow Enrolled Program to interact and/or conduct transactions with one or more third-party sites, and, if applicable, allow Enrolled Program to configure its privacy settings in that third-party site account to permit Enrolled Program’s activities on the Services to be shared with Enrolled Program’s contacts in Enrolled Program’s third-party site account.
12. Unauthorized Activities related to the Sites and Services
12.1. Permitted Purpose. Use of the Services by Enrolled Program shall be solely for the expressly permitted purposes of this Agreement. Any other use of the Services by Enrolled Program beyond the permitted purposes is prohibited and, therefore, constitutes unauthorized use of the Services. By way of example and not limitation, Enrolled Program shall not, and shall not allow its users to use the Services in any of the following ways: (i) in a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law; (ii) to stalk, harass, or harm another individual; (iii) to impersonate any person or entity or otherwise misrepresent Enrolled Program’s affiliation with a person or entity; (iv) to interfere with or disrupt the Services or servers or networks connected to the Services; (v) to use any data mining, robots, or similar data gathering or extraction methods in connection with the Services; or (vi) to attempt to gain unauthorized access to any portion of the Services or any other accounts, computer systems, or networks connected to the Services, whether through hacking, password mining, or any other means.
12.2 Use of the Services. Enrolled Program is entirely responsible for the content of, and any harm resulting from, any Enrolled Program Content or other content posted or uploaded or provided by Enrolled Program to the findhelp or the findhelp Services, regardless of whether the Enrolled Program Content in question constitutes text, graphics, audio files, information, or computer software. Enrolled Program represents and warrants that the uploading, downloading, copying and use of the Enrolled Program Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party. Enrolled Program represents and warrants that the Enrolled Program Content: (i) does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content; (ii) is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing); (iii) does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party; (iv) is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods; (v) is not named in a manner that misleads readers into thinking that Enrolled Program is another person or company; and, (vi) does not include racially, ethnically, obscene, sexually explicit or otherwise offensive language or use the Services to discuss, incite illegal activity or promote hatred against individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, or gender identity. Enrolled Program agrees to indemnify, defend and hold findhelp harmless from and against all damages, losses, claims and costs (including reasonable attorneys’ fees) incurred by findhelp as to the extent due to the Enrolled Program Content.
13. findhelp’s Proprietary Rights; Use of Aggregated Statistics; Suggestions Made to findhelp
13.1. findhelp Marks. “Aunt Bertha” and “findhelp” are trademarks that belong to Aunt Bertha, a Public Benefit Corporation. Other trademarks, names and logos on the Services are the property of their respective owners. Unless otherwise specified in this Agreement, all Materials, including the arrangement of them on the Services are the sole property of Aunt Bertha, a Public Benefit Corporation. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license holder. Enrolled Program will not remove or alter findhelp Marks that may be included with any Materials.
13.2. findhelp Materials and Intellectual Property. The Materials are provided to Enrolled Program under a nonexclusive license and not in connection with a sale. Other than the non-exclusive license granted to Enrolled Program for the permitted purpose of this Agreement, findhelp retains all right, title and interest, including all copyright, patent, trade secret and other intellectual property rights, in and to the findhelp API, Non-Enrolled Program Originated Data and Materials. findhelp retains all rights not expressly granted herein.
13.3. Aggregated Statistics. To assist with the functioning of the findhelp Services technology platform, and improve the platform for all users and expand the use of the platform, findhelp may monitor Program’s use of the Services and use data and information related to such use and the Program/Customer Content in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between findhelp and Program, all right, title and interest in the Aggregated Statistics and all intellectual property rights therein, belong to and are retained solely by findhelp. Program hereby acknowledges that findhelp will be compiling Aggregated Statistics based on the Program Content input into the Services and Program agrees that findhelp may (i) make such Aggregated Statistics publicly available, and (ii) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify Program or Program Confidential Information. findhelp retains all rights not expressly granted herein.
13.4. Suggestions and Other Information. If Enrolled Program elects to communicate or make available suggestions, comments, ideas, improvements, or other feedback or materials to findhelp in connection with or related to any findhelp Services, including the Program referral functionality, (including any related technology of findhelp), findhelp will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect findhelp systems and programs, customers and users, or to ensure the integrity and operation of our business and systems, findhelp may access and disclose any information findhelp considers necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If findhelp communicates or makes suggestions to Enrolled Program on using the findhelp Services, Enrolled Program are responsible for any actions you take based on our suggestions.
14. Warranties.
14.2. Mutual Representations and Warranties. Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the laws of the United States and any governmental jurisdiction within the United States and any registration required to do business within such jurisdictions; (b) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by one party to the other party or its Affiliates is at all times accurate and complete; (d) it is not subject, in whole or in party, to any sanctions, debarment, or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United States Government, or any governmental authority of the United States or other governmental jurisdiction (state, local or other) within the United States; and (e) it will comply with all applicable federal and state laws in performance of its obligations and exercise of its rights under this Agreement.
14.3. Enrolled Program Representations and Warranties. Enrolled Program also represents and warrants: (i) each and all of Enrolled Program’s employees and subcontractors who do or may assist Enrolled Program to perform the Enrolled Program’s services under this Agreement are all legally authorized under the laws of the United States and any applicable state law to do so; (ii) the Enrolled Program and all Enrolled Program personnel will only provide and perform services to and access any technology systems within the United States unless expressly authorized in writing otherwise signed by the CEO and VPF of findhelp (iii) has not given, offered to give, and does not intend to give, and shall not give, at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant or other individual or legal entity in connection with this Contract, and Enrolled Program is not aware of any such act occurring in connection with this Agreement; (iv) Enrolled Program is not currently delinquent in the payment of any taxes owed to State of Texas, the United States, or any other state; (v) neither Enrolled Program, nor anyone acting for it, has violated the antitrust laws of the United States or the State of Texas or any other State, nor communicated directly or indirectly to any competitor or any other person engaged in such line of business for the purpose of obtaining an unfair price advantage; (vi) Enrolled Program is not ineligible to receive this Agreement under federal or state law; (vii) to the best of Enrolled Program’s knowledge and belief, has no knowledge any suits or proceedings pending or threatened against or affecting the Enrolled Program, which if determined adversely to the Enrolled Program will have a material adverse effect on the ability of the Enrolled Program to fulfill its obligations under this Contract; and, (viii) is not ineligible or otherwise prohibited in any way from agreeing to and performing its obligations and receiving its consideration under this Contract. If any of the representations and warranties made by Enrolled Program are or become inaccurate, Enrolled Program acknowledges that findhelp shall have the absolute right to immediately terminate this Agreement upon the date of delivery of written notice to Enrolled Program without any liability or penalty towards findhelp for such termination. Enrolled Program warrants and represents that Enrolled Program shall not use and shall not disclose any confidential information, proprietary information (including intellectual property and trade secrets), or property of or belonging to other individuals or entities except and only to the extent expressly authorized to do so and as necessary to fulfill each Submitted and Accepted Referral and obligations between the parties to this Agreement. To the extent, if any, that Enrolled Program may wish to use any such information for any other purpose (including but not limited to, for direct or indirect marketing purposes to such entities or individuals), Enrolled Program is fully and solely responsible to seek and obtain and maintain all appropriate consents required under applicable federal and states law from the applicable Customer and Recipient prior to any further use.
15. Understanding and Responsibility of findhelp Services and findhelp’s CBO Referral Services Functionality and Indemnification Obligations. To the maximum extent permitted under applicable state and federal law: (i) findhelp only acts as an intermediary to facilitate (through the Program referral functionality and supplemented by findhelp authorized personnel as findhelp deems reasonable) the submission and fulfillment of the Referrals between Customer and Enrolled Program. (ii) findhelp does not have any responsibility to directly fulfill or deliver any Referrals, which are solely to be provided by Enrolled Program to the extent a Enrolled Program accepts the Referral based on the information provided by the Customer or other user. findhelp shall have no liability for the performance of the Referrals by Enrolled Program.
15.1 Enrolled Program indemnification obligations. Enrolled Program will defend, indemnify, and hold harmless findhelp, and our officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your non-compliance with applicable federal and state laws; (b) Enrolled Program’s Assistance, including the offer, sale, fulfillment, refund, cancellation, return, or adjustments thereof, your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by findhelp), or property damage related thereto; (c) Enrolled Program’s taxes and duties or the collection, payment, or failure to collect or pay Enrolled Program’s taxes or duties, or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations you have made.
15.2 findhelp’s indemnification obligations. findhelp will defend, indemnify, and hold harmless Enrolled Program and Enrolled Program’s officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) findhelp’s non-compliance with applicable federal and state laws; or (b) allegations that the operation of an findhelp Site or the findhelp Services infringes or misappropriates that third party’s intellectual property rights.
15.3 Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.
16. Enrolled Program Insurance. Enrolled Program shall maintain in effect at all times during the term of the Agreement insurance coverages that materially meets or exceeds Enrolled Program’s current coverages which are stated on the attached Certificate of Insurance provided by Enrolled Program. Upon request from findhelp, Enrolled Program will provide a then current Certificate of Insurance to demonstrate the continued coverages.
17. Disclaimer and Release.
Enrolled Program acknowledges that pursuant to this Agreement findhelp is providing a technology platform options (Program referral functionality) and related findhelp Services and services to allow Enrolled Program the option to receive and accept Referrals from Customer’s and other User’s for the designated Recipient. findhelp warrants the findhelp Services, the Program referral functionality and related services performed by findhelp will be supplied in an efficient and professional manner. findhelp has no responsibility for the timeliness, safety, quality, accuracy, or any other aspect of the submission, fulfillment, and delivery of the Referrals. ANY REFERRALS ARE AND WILL BE PROVIDED ON AN “AS IS”, AND AUNT BERTHA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SUBMITTED REFERRALS AND ANY RELATED DATA THEREIN.
THE AUNT BERTHA SERVICES (SITES AND THE SERVICES AND REFERRAL FUNCTIONALITY), INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SERVICES AND AS A PROGRAM PARTICIPANT IN THE REFERRAL FUNCTIONALITY AND RELATED SERVICES, PROGRAM USES THESE SERVICES AND FUNCTIONALITY AT PROGRAM’S OWN RISK. EXCEPT THOSE EXPRESSLY MADE ABOVE, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, AUNT BERTHA DISCLAIMS: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. AUNT BERTHA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE AUNT BERTHA SITES AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.
BECAUSE AUNT BERTHA IS NOT INVOLVED IN THE ACTUAL FULFILLMENT OF TRANSACTIONS BETWEEN CUSTOMERS AND PROGRAMS AND RECIPIENTS OR RELATED DEALINGS BETWEEN SUCH PARTICIPANTS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS RELATED TO PROGRAM’S FULFILLMENT, PROGRAM RELEASES AUNT BERTHA (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
18. Limitation of Liability. AUNT BERTHA WILL NOT BE LIABLE (IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY PROGRAM OR PROGRAM’S AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF AUNT BERTHA HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. ALSO, AUNT BERTHA’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE GREATER OF (1) THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY PROGRAM TO AUNT BERTHA IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM OR (2) ONE THOUSAND DOLLARS. AUNT BERTHA WILL HAVE NO LIABILITY TO THE EXTENT DUE TO PROGRAM’S NONCOMPLIANCE WITH PROGRAM’S OWN OBLIGATIONS UNDER THIS AGREEMENT OR FOR ANY FAILURE OR NEGLIGENCE ATTRIBUTABLE TO A THIRD PARTY.
19. Notification to findhelp of any Concerns or Problems. To assist findhelp with its responsibilities and the Program referral functionality and the administration and management of the findhelp Services, Enrolled Program agrees to promptly notify findhelp of any concerns or problems which Enrolled Program is aware of that exist or are likely to related to the performance by the Enrolled Program or findhelp or any Enrolled Program related to this Program referral functionality. When any such notification is made by the Enrolled Program, the Enrolled Program should provide via appropriate methods any necessary details and documentation related to such notification and escalate within findhelp as necessary to resolve the situation, including to the COO and CEO of findhelp. findhelp will endeavor to resolve the concern as may be appropriate and reasonable for findhelp’s limited obligations under this program. To the extent findhelp may determine that any such concern is not within the responsibility and control of findhelp, findhelp (as may be appropriate and reasonable) will endeavor to communicate such determination along with any details that findhelp may be able to provide to the Enrolled Program. findhelp will endeavor to resolve the concern as may be appropriate and reasonable.
20. Training. Program is responsible to ensure that all Program Authorized Users are appropriately trained and capable of using the Services. Program will engage in commercially reasonable efforts to comply with this obligation. Program understands that any if additional training services or other optional services may be helpful, Program will need to purchase such services at the then applicable rates of findhelp. If at any time in the future the Program determines additional personally-provided training may be helpful in the future, the parties will communicate in good faith to establish a training program subject to Program agreeing to the then current costs for available online training and or for on-site training and travel expenses, if any. If findhelp determines that the Program is inordinately or excessively utilizing the standard subscription support services provided directly to Program by individual staff members of findhelp, findhelp will have the option to recommend that the Program purchase additional training services and other services as may be appropriate for the Program’s designated Authorized Users to more efficiently and effectively use the findhelp Services. If Program declines to receive and participate in good faith in such recommended services, findhelp may prospectively set reasonable limits on the amount and manner in which Program may request and findhelp may provide such support services to be performed by individual staff members of findhelp to Program.
21. Modifications to the findhelp Services Platform. findhelp will endeavor to provide at least fifteen days advance notice of any changes in the Services platform. However, findhelp may change or modify the Services at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect Program’s use of the Services); or (c) to restrict items or activities that findhelp deems disruptive, unsafe, inappropriate, or offensive. Program’s continued use of the Services after the effective date of any change will constitute acceptance of that change. If any change is unacceptable to Program, Program agrees not to use the changed item and Program may discontinue use of that part of the Services. findhelp will notify Program of changes by electronically postings on applicable Program support webpages, to the applicable Services site to which the change relates, by sending an email notification, or by other electronic means or via other methods, including to any email addresses Program provides. Program is responsible to ensure that all of Program’s contact information is up to date and accurate and regularly monitored.
22. Independent Contractors Only. The parties agree that each party is an independent contractor of the other party in the performance of each party’s respective obligations under the terms of this Agreement. Neither party has the authority to act as an agent on behalf of the other party.
23. Marks. A Party may not use other Party’s names, trademarks, logos, service marks, images, and copyrighted materials unless and only to the extent the Party has received express written permission to do so from the other Party with the legal rights to such items. Program does give permission to findhelp to display and use Program’s name and brands as a participant in the findhelp Services and also as Program elects within the options in the findhelp Services.
24. No Exclusivity and No Quantity Guarantees. The Contract is not exclusive to the Enrolled Program. findhelp may obtain services from other sources during the term of the Contract. findhelp makes no express or implied warranties whatsoever that any particular quantity or dollar amount of services will be procured other than those expressly agreed to according to this Agreement or in a subsequent written agreement properly authorized by findhelp under this Contract.
25. Notices. Any notice required or permitted by this Agreement will be delivered in writing and deemed given: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) by facsimile transmission, upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to such other address as either party may provide in writing.
26. Corrective Action to be taken by Enrolled Program. The Enrolled Program will use its best efforts to comply with the requirements of each written request for corrective action (including correcting any errors or omissions of the Enrolled Program or other identified concerns) made by findhelp. To the extent, if any, that the Enrolled Program is unwilling or unable to fully comply by the applicable date and time requested by findhelp for each such corrective action, the Enrolled Program shall: (1) provide a written explanation to the extent of any such non-fulfillment; (2) specify the date and time, if any is applicable, that the Enrolled Program intends to fully comply; and, (3) state detailed reasons explaining why the Enrolled Program has not or will not be able to fully comply.
27. Force Majeure. Each Party shall have no liability to the other party for any delay in, or failure of performance, of any requirement included in this Agreement if and to the extent caused by force majeure. Force majeure is defined to be those causes generally recognized under state or federal law as constituting impossible conditions, including but not limited to, unusually severe weather, acts of God, war, fires, epidemics, explosions, hurricanes, floods, failure of transportation, court orders, or other causes that are beyond the reasonable control of either party
28. This Agreement may not be assigned by either party without the prior written consent of the other party. Subject to receiving such consent, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.
29. No Third-Party Beneficiaries. Nothing express or implied in this Agreement is intended or implied to confer, and nothing herein shall confer, any rights, remedies, liabilities, or obligations whatsoever upon any person or entity other than the parties to this Agreement. There are no other parties to this Agreement.
30. Compliance with Laws. Each party shall comply and be responsible to ensure the party’s subcontractors comply with all applicable laws, regulations (of federal, state and local governments and their departments or agencies of and in the United States) which are in effect during the time of performance of this Contract.
31. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties concerning its subject matter, and supersedes all prior and contemporaneous agreements and understandings, express or implied, oral or written. This Agreement may only be modified or amended through a subsequent written agreement signed by the Enrolled Program and findhelp (only if in writing approved by both the VPF or the CEO of findhelp).
32. Waivers. The Parties understand and agree that one or more waivers or breaches of any covenant, term or provision of this Agreement by any Party shall not be construed as a waiver or a subsequent breach of the same covenant, term or provision, or as a waiver or breach of any other covenant, term or provision. Failure to insist upon strict compliance with any provision in this Agreement shall not be deemed a waiver of such provision or any other provision in this Agreement.
33. Legal Compliance and Modification. The parties mutually agree and intend that this Agreement shall only be effective to the extent the Agreement is permissible under the applicable law. The parties only intend this Agreement to be enforced and applicable to the maximum extent permitted by all applicable state and federal laws. If and only to the extent any portions of the provisions of this Agreement are held by a court or other tribunal of competent jurisdiction to be void or unenforceable or are otherwise determined to be void or unenforceable by an authorized governmental entity, such portions shall be modified to the minimum extent necessary to be valid that best embodies the intent of this Agreement, so that this Agreement as so modified shall remain in full force and effect.
34. Dispute Resolution. In the highly unlikely event the Parties are unable to resolve any disagreement regarding performance under or interpretation of this Agreement and prior to the commencement of any formal proceedings, the parties shall first attempt in good faith to reach a negotiated resolution by designating a private mediator to resolve the dispute through non-binding mediation, and agree any formal proceedings will take place in the proper state or federal courts in Travis County, Texas. Additionally, any proceeding for injunctive or equitable relief may be brought in any federal or state court of competent jurisdiction.
35. Governing Law. This Agreement, and any dispute that may occur under or related to this Agreement, shall be governed by and construed in accordance with the laws of the State of Texas, and of the United States of America to the extent such federal laws may apply or pre-empt any applicable Texas law.
36. Attorney’s Fees. Each Party Responsible for the Party’s Own Legal Fees. In the event of any dispute or controversy between the Parties in connection with or related to this Agreement or this Addendum, or in connection with the interpretation or enforcement of any provision hereof or thereof, each party in such dispute or controversy will be responsible for its own legal fees (including attorneys’ fees).
37. Electronic Participation. To the maximum extent allowable and possible under the applicable rules and laws and to minimize each party’s costs and expenses, the parties agree to use their best efforts to allow all dispute resolution (mediation or other legal proceedings) proceedings to occur through electronic means and for each party to participate remotely by electronic means whenever such option is available instead of the physical presence of any or all parties at any particular location for any such proceeding.
[End of Enrolled Program Terms and Conditions] [update November 1, 2022]