Terms of Sale for License
OVERVIEW
Welcome to Charities Review Council’s Diversity, Equity and Inclusion Toolkit (the “Site”). Charities Review Council values its
relationship with its customers, so these Terms of Sale are provided to ensure clarity in the relationship and ease of making
transactions. The following, along with the Terms of Use [insert hyperlink] and Privacy Policy [insert hyperlink], are terms
of a legal agreement between your company (“you”) and Charities Review Council (collectively the “Terms”). By making a
purchase on the Site, you acknowledge that you have read, understood, and agree to be bound by these Terms of Sale and to
comply with all applicable laws and regulations, including export and re-export control laws and regulations. If you do
not agree to these Terms, please do not use or make a purchase on the Site.
All transactions will be governed under the general commercial laws of the State of Minnesota as supplemented or modified
by this Agreement, without regard to conflict of law principles. These Terms of Sale are the terms of a license agreement
between you and Charities Review Council that allows you to access and use the DEI Toolkit on a software as a service basis.
If you require paper copies of the DEI Toolkit, for example as a disability accommodation or because you will administer
the DEI Toolkit to a child under the age of 13, please contact Charities Review Council directly at toolkit@smartgivers.org.
Charities Review Council will accept your order only if (1) you accept the terms of these Terms of Sale (“TOS”), and (2)
the licensed software is available. Charities Review Council reserves the right to cancel your order in its sole discretion,
for any reason.
Confirmation of receipt of your order does not constitute acceptance of your order; your order is accepted only when you
receive confirmation that your access to the DEI Toolkit has been granted. The Terms, including associated warranty
statements or attachments, are the complete agreement between you and Charities Review Council regarding your purchase
of a license and replaces any prior oral or written communications between you and Charities Review Council. Any
additional or different terms in any order or written communications from you are void. If there is a commercial
agreement in effect between you and Charities Review Council, then the terms of the commercial agreement govern this
transaction to the extent that there is a conflict between the commercial agreement and these TOS.
PRICES
The prices displayed on the Products page of the Site are quoted in U.S. dollars and are valid and
effective only within the United States, and such prices do not include sales taxes, if applicable, which will be
added to your total invoice price. If you are located outside the United States, please be sure that you are aware
of the price in your local currency, and that your credit card company may charge a currency conversion fee, for
which Charities Review Council is not responsible.
If a license is quoted at an incorrect price due to typographical error or error in pricing information: 1) Charities
Review Council has the right to refuse or cancel any orders placed for the license quoted at the incorrect price,
even if Charities Review Council has confirmed the receipt of your order and charged your credit or debit card:
and 2) if Charities Review Council has charged your credit or debit card but subsequently canceled your order,
Charities Review Council will promptly issue a credit to your credit or debit card account for the amount charged.
You are responsible for taxes, if any, for each license from the date Charities Review Council provides access to
you. No other discounts, quantity entitlements, or promotions apply unless expressly specified for this transaction.
PAYMENTS
Charities Review Council uses a third-party payment processor, Stripe. You can find out more about Stripe at
https://stripe.com/. When you order something from the Site, you will be asked to provide personal information
including but not limited to your name, physical address, telephone number, and credit or debit card information.
This information will be used to process your order and payment, and for related purposes. Charities Review Council
does not have access to your full credit card or debit card information, but will receive your name, address, the
type of card (e.g. "Visa credit card"), and the last four digits of the card number. For additional information,
please read Stripe’s Privacy Policy and
Payment Terms.
Charities Review Council also accepts check or money order as payment methods. Checks or money orders may be sent
to 700 Raymond Ave #160, St Paul, MN 55114 USA. Charities Review Council will provide access to the Diversity,
Equity & Inclusion Toolkit only after payments have been received.
LICENSE TERMS
In addition to and subject to the terms of the Site’s Terms of Use,
the following are the terms of the software as a service license agreement between you and Charities Review Council.
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Charities Review Council grants you a non-exclusive, non-transferable license, without the right to sublicense, to access
and use the DEI Toolkit remotely via the Internet solely for your internal business purposes. The term of the license is
as set forth on the Products page.
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Charities Review Council grants you the right to 200 seats for survey takers granted at the level of the license you
have purchased as set forth on the Products page.
Survey takers may include stakeholders in your
organization, such as board members, employees, donors or prospective donors, users of your organization’s services,
or other collaborators and organization stakeholders. Charities Review Council further grants you one (1) Administrator
seat and up to 2 Project Manager seats. Collectively, the Administrator, Project Managers, and survey takers are called
“end users.” No other users are authorized users.
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No end user may share account or password information with anyone else. Each person must have a separate account.
Administrators and project managers who will also be taking the survey provided in the DEI Toolkit must have both
an Administrator or Project Manager account and a separate survey taker account.
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You may not allow the DEI toolkit to be used or accessed by any unauthorized user. The Administrator is responsible
for ensuring that no unauthorized user accesses or uses the DEI Toolkit through your end users’ accounts. You must
implement reasonable controls to ensure that no unauthorized use or access occurs, take reasonable steps to ensure
that all end users use the DEI Toolkit in only accordance with the Terms, and must immediately notify Charities Review
Council at toolkit@smartgivers.org should
you become aware of any unauthorized use of or access to the DEI Toolkit.
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You are responsible for providing all software and hardware necessary for you to access the DEI Toolkit. Charities
Review Council will make reasonable efforts to assist you in determining what software or hardware you need, but you
are ultimately responsible for your own software and systems.
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You understand and agree that Charities Review Council is the sole owner of the DEI Toolkit and all intellectual
property rights associated with it, including but not limited to all copyrights, patents, trademarks, trade secrets,
moral rights, and other intellectual property rights. Neither you nor any end user will challenge these rights.
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Charities Review Council acknowledges and agrees that you retain ownership of all rights, title and interest in and
to the data that your end users input into the DEI Toolkit (the “Customer Data”). You acknowledge and agree that by
using the DEI Toolkit, you grant Charities Review Council the right to access and use the Customer Data as necessary
to perform its obligations in accordance with the Terms. In addition and subject to the terms of the Privacy Policy,
you grant Charities Review Council a nonexclusive, perpetual, sub-licensable, transferable, irrevocable, worldwide,
royalty-free and fully paid up license to use, disclose, display, modify and make derivative works of, copy and
distribute the Customer Data for any purpose, so long as Charities Review Council ensures that others may access the
Customer Data only in a non-personally identifiable and non-organization identifiable format (“De-Identified Data”).
Charities Review Council shall follow then-current industry standards in ensuring that the De-Identified Data does not
contain personally identifiable information or organization identifiable information.
ORDER CANCELLATION AND REFUNDS
In general, Charities Review Council does not allow cancellation of or provide refunds for license purchases. Under
some limited circumstances, however, Charities Review Council will allow order cancellation and provide a refund.
Specifically, order cancellation and a refund or pro-rated refund are available if 1) your organization purchases a
license but dissolves prior to using the DEI Toolkit; or 2) your organization has already purchased a license, and a
redundant purchase is made. Other requests for cancellation and refund may be considered on a case-by-case basis and
in Charities Review Council’s sole discretion. To process a cancellation and refund, please contact toolkit@smartgivers.org
and include the following information:
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Your order number;
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If available, the number of surveys that have already been taken by your organization; and
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Your reason for canceling your order and seeking a refund.
DISPUTES
You agree that these TOS and your purchase of a license from Charities Review Council are governed by the laws of
the State of Minnesota, without regard to conflict of law principles. You hereby consent to the exclusive jurisdiction
and venue of the courts, tribunals, agencies and other dispute resolution organizations in Minneapolis, Minnesota,
in all disputes arising out of, relating to, or concerning Charities Review Council software and/or these TOS. If
any part of this agreement is invalid or unenforceable under applicable law, the invalid or unenforceable provision
will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original
provision and the remainder of the agreement shall govern such use.
Last revised: May 8, 2017.