Gnosis Subscription Agreement

This agreement is between you, (“Subscriber”) and Connect4, its successors or assignees (“Connect4”). If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these terms and conditions, in which case, the terms “you” or “your” shall refer to that entity. If you do not have the aforementioned authority, you hereby agree that you are personally entering into this agreement as the Subscriber and as such, that you will be personally bound by these terms and conditions.

As part of this agreement, Connect4 will provide you with use of a Gnosis Subscription Service (“Service”). The Service includes a browser interface, windows client interface, web hosting, email hosting, database storage, data encryption, data backup, data transmission and access. Your registration for, payment for, or use of the Service shall be deemed to be your agreement to abide by both this Agreement and any other terms of use concerning materials available on a Connect4 website incorporated by reference hereto, including but not limited to Connect4’s privacy and security policies.

1.       The Service
The Service is offered in five editions: Express, Bronze, Silver, Gold and Platinum. Each of these editions includes different features and service levels. For details of the features and service levels applicable to the edition selected by you, please refer to the Gnosis For Non Profits web site for a detailed list which is incorporated hereto by reference .

2.        Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Connect4 represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform under normal use and circumstances substantially in accordance with its general description as posted on the Connect4 website. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
3.        License & Restrictions
Connect4 hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Connect4 and its licensors.

You may not access the Service if you are a direct competitor of Connect4, except with Connect4’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You hereby agree that you will not
a.      license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service;
b.      modify or make derivative works based upon the Service;
c.       reverse engineer or access the Service in order to
          i.      build a competitive product or service,
          ii.     build a product using similar ideas, features, functions or graphics of the Service, or,
          iii.    copy any ideas, features, functions or graphics of the Service.

You may use the Service only for your internal business purposes and shall not:
a.      send spam or unsolicited commercial email (UCE) messages, or, send email communications in violation of applicable laws;
b.      send email messages to persons who have no relationship with you, have not requested communications from you, and could not be construed to have provided their email address for the purposes of being contacted in relation to the subject matter in question;
c.      send or store infringing, obscene, threatening, libelous or unlawful material, including material harmful to children or violative of third party privacy rights;
d.     send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
e.      interfere with or disrupt the integrity or performance of the Service or the data contained therein; or
f.        attempt to gain unauthorized access to the Service or its related systems or networks.
4.       Data Ownership, Management, Storage & Use
Connect4 does not own any data or information that you submit to the Service in the course of using it ("Customer Content"). You, not Connect4, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Content, and Connect4 shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Content. 

Connect4 will make available to you on request and at all times while this agreement is current a database backup file containing the Customer Content as backed up on the previous day of operation. This backup file will be stored as a downloadable file in a secure area of the website provided to you by Connect4 as part of your Subscription, will be updated each day and available for you to download from your website at any time during the currency of this agreement. Connect4 reserves the right to withhold, remove and/or discard Customer Content without notice for any breach hereof, including, without limitation, your non-payment. Upon termination hereof for cause, your right to access or use Customer Content immediately ceases, and Connect4 shall have no obligation to maintain or forward any Customer Content.
5.       Data & Access Security
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You agree to notify Connect4 immediately of any unauthorized use of any password or account or any other breach of security known or suspected by you or your Users.
6.       Intellectual Property
Connect4 and its licensors shall own all right, title and interest, including all related Intellectual Property Rights, in and to the technology employed by the Connect4 Gnosis Service, the Content thereof and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the technology employed therein or any Intellectual Property Rights owned by Connect4.
7.       Third Party Relationships
Connect4 maintains a program that provides and encourages third parties to utilize Connect4’s Gnosis technology to develop add on services called “plug-ins” or “modules” to enhance and extend the functionality of the basic Gnosis Service. If you use the products or service of these third parties, you enter into an arrangement with them directly and your use of plug-ins, modules or other products or services from a third party and your rights, obligations and terms and conditions surrounding your use thereof is solely between you and the applicable third-party and in no way is Connect4 a party to or responsible for any aspect of that independent relationship. Connect4 provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity are solely between you and the applicable third-party. Connect4 and its licensors shall have no liability, obligation or responsibility for any correspondence, purchase or promotion between you and any third-party. 

Connect4 does not endorse any sites on the Internet that are linked through the Service or through the Gnosis For Non Profits website. Connect4 provides these links to you only as a matter of convenience, and in no event shall Connect4 or its licensors be responsible for any content, products, or other materials on or available from such sites.
8.       Privacy, Communication & Use Of Your Information 
Connect4’s privacy policies may be viewed on our website. Connect4 reserves the right to modify its policies in its reasonable discretion from time to time. Users of the Service and/or the Gnosis For Non Profits website are given the opportunity to determine what type of communications they wish to receive from Connect4 and/or its partners. By using the Service, users expressly grant Connect4 the right to communicate by email and other means for the purposes of providing service-related notifications. Those users also grant Connect4 and its partners the right to communicate via email and other means for any other purpose for which they have not expressly requested to not be contacted. Users may opt out of receiving non-service related communications at any time by changing their preferences for such communications via their account page on our website.

As part of this agreement and in consideration of the fact that standard pricing of Gnosis Subscriptions incorporates an allowance therefor, you hereby give Connect4 permission to display its “Powered by Gnosis” graphic and a link to a Connect4 website at the foot of pages on your website where such pages contain components provided by Connect4. Furthermore, where you create or cause to be created your own web pages containing Connect4 Gnosis components, you also agree to cause the “Powered by Gnosis” graphic and a link to the Connect4 website to be included at the foot of such pages. You also hereby agree that Connect4 may publicly disclose the fact that you are a customer by displaying the Subscriber’s name on the Connect4 website and/or in any other marketing materials.
9.       Fees
Payment for your subscription to the Service may be made by installments annually, quarterly, monthly, or as otherwise mutually agreed upon. Installment payments for your subscription period, if paid more frequently than six monthly, payments must be charged to a credit card and will generally be debited to your credit card between seven and fourteen days before the beginning of the next installment period. Subscription charges may be revised by providing 30 days prior notice to you, which notice may be provided by e-mail to the email address last provided by you or one of your representatives. All payment obligations are non-cancelable and all amounts paid are nonrefundable.
In addition to your basic subscription service installments, you shall pay all fees and charges to your account in accordance with the fees and billing terms in effect at the time a fee or charge is due and payable. Connect4 reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail to the email address last provided by you.
10.    Optional Services and Additional Usage.
Each edition of Connect4’s Gnosis Subscription defines certain limits that apply to aspects of your Service such as disk space, communications bandwidth, number of users, maximum number of monthly emails sent and various other limits. These limits are detailed in the description of the edition to which you have subscribed as detailed on the website on which the order is placed. If the quantity used or consumed of any of these aspects of your service meets or exceeds the allowable limit for a given period, you will either be notified of the fact that you have reached the limit, be restricted from further consumption for that limited item, or both. In some cases, you may be entitled to purchase additional units of the limited item. In other cases, if you require additional units of the limited item, you may be required to upgrade to an edition of the service that provides an increased quantity of the limited item. For additional information on limits and purchase of additional items, refer to the current schedule of service options described on our website.

Connect4 will use reasonable efforts to attempt to notify you when use of any particular resource reaches approximately 90% of the maximum allowed; however, any failure by Connect4 to so notify you shall not affect in any way any provisions of this agreement.
11.    Billing and Renewal
Connect4 charges and collects in advance for use of the Service. Connect4 will automatically renew and bill your credit card or, if you are paying annually, at your option, issue an invoice to you 30 days prior to the expiration of your current subscription period. Unless otherwise directed by you in advance of the renewal date, the initial charge for the renewed subscription will be on the same installment basis selected for the previous period. Connect4 is required to give you at least 30 days notice by email or first class mail before changing the fee structure and/or rates applicable to your Subscription. Fees for other services will be charged on an as-quoted basis. Connect4's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.

You agree to provide Connect4 with complete and accurate billing and contact information. This information includes your legal entity name, street address, e-mail address, and name and telephone number of an authorized billing contact and Administrator. You agree to update this information within 15 days of any change to it. If the contact information you have provided is false or fraudulent, Connect4 reserves the right to terminate your access to the Service in addition to any other legal remedies. 

Subscribers will be charged in U.S. dollars. If you believe a charge is incorrect, you must contact us in writing within 60 days of the date of the charge to be eligible to receive an adjustment or credit.
12.    Non-Payment and Suspension
In addition to any other rights granted to Connect4 herein, Connect4 reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices are subject to interest of 2.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged during any period of suspension. If you or Connect4 initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Connect4 may charge unpaid fees to your credit card or otherwise bill you for such unpaid fees.

Connect4 reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Connect4 has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
13.    Term of Agreement and Termination 
This Agreement commences on the Effective Date which shall be considered to be the earliest date of any of a) the date of your first payment for all or part of the Service, b) the date of a purchase order for the Service, or, c) if you have submitted a request for the Service, the date of submission of the request.
The Initial Term of this Agreement is as specified on an order for the service, or, if not specified thereon, shall be one year from the Effective Date and will automatically renew for successive terms equal in duration to the Initial Term at Connect4's then current fees. Either party may terminate this Agreement, effective only upon the expiration of the then current Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice or first billing for the following term. You agree and acknowledge that Connect4 has no obligation to retain the Customer Content, and may delete such Customer Content, after termination.
Any breach of your payment obligations or unauthorized use of the Connect4 Technology or Service will be deemed a material breach of this Agreement. Connect4, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement.
14.    Mutual Indemnification
You shall indemnify and hold Connect4, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:
a.       a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party;
b.       a claim, which if true, would constitute a violation by you of your representations and warranties; or
c.        a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Connect4
          i.      gives written notice of the claim promptly to you;
          ii.      gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Connect4 of all liability and such settlement does not affect Connect4's business or Service);
          iii.      provides to you all available information and assistance; and
          iv.      has not compromised or settled such claim.
Connect4 shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:
a.       a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date hereof, or a trademark of a third party;
b.       a claim, which if true, would constitute a violation by Connect4 of its representations or warranties; or
c.        a claim arising from breach of this Agreement by Connect4; provided that you
           i.            promptly give written notice of the claim to Connect4;
           ii.            give Connect4 sole control of the defense and settlement of the claim (provided that Connect4 may not settle or defend any claim unless it unconditionally releases you of all liability);
           iii.            provide to Connect4 all available information and assistance; and
           iv.            have not compromised or settled such claim.
Connect4 shall have no indemnification obligation, and you shall indemnify Connect4 pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

15.    Use Outside United States of America and Australia
Connect4 provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States and/or Australia maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and Australian export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

Connect4 and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America and Australia, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States or Australian law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States or Australian government for such purposes.
16.    Internet Delays
17.    Limitation of Liability
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
18.    Legal Jurisdiction & Interpretation
This Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Jose, California. 

No text or information set forth on any other document shall add to or vary the terms and conditions of this Agreement unless it expressly cites this agreement, and is signed by an authorized officer of both parties. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The failure of Connect4 to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Connect4 in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Connect4 and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
19.    Serving of Notice
Connect4 may give notice by written communication sent by first class mail or pre-paid post to your address on record with us. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting. Alternatively, Connect4 may give notice by email provided that you acknowledge receipt of said email within 48 hours after its initial transmission. You may give notice to Connect4 (such notice shall be deemed given when received by Connect4) at any time by any of the formal contact methods specified on the Connect4 website.
20.    Modification to Terms & Assignment of Agreement
Connect4 reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service effective 30 days after serving notice of such modifications as herein before provided. Upon receipt of a notice of modification pursuant to this paragraph, you may terminate this agreement by giving five (5) business days notice prior to the effective date of such modification.
This Agreement may not be assigned by you without the prior written approval of Connect4 but may be assigned without your consent by Connect4 to a parent or subsidiary, an acquirer of assets, or a successor by merger. Any purported assignment by you in violation of this section shall be void.