Terms and Conditions

These ēosIQ Service Terms (“Agreement”) govern access to and use of the ēosIQ subscription services, related software components, documentation, support, and any professional services (collectively, the “Services”).

By (a) clicking to accept, (b) signing an order form that references this Agreement, or (c) accessing or using any Services, Customer agrees to this Agreement. If the individual accepting does so on behalf of an entity, that individual represents they have authority to bind the entity.

1. Definitions

“Affiliate” means an entity that controls, is controlled by, or is under common control with a party.

“Authorized User” means an individual Customer authorizes to use the Services under Customer’s account.

“Customer Data” means data, content, files, and information submitted to the Services by or for Customer, including personal information where applicable.

“Documentation” means published user guides and technical documentation for the Services.

“Order Form” means an ordering document, online checkout, statement of work, or similar ordering mechanism specifying the Services, quantities, scope limits, term, and fees.

“Subscription Services” means the hosted ēos IQ platform and related subscription offerings.

“Provider,” “we,” “us,” or “our” means Nonprofit Counsel, Inc., a Delaware Public Benefit Corporation, with offices at 213 S 2nd Street, Laramie, WY 82070.

“Customer,” “you,” or “your” means the entity identified on the applicable Order Form.

2. Scope of Services; Ordering; Affiliates

2.1 Provision of Services.

During the subscription term and subject to Customer’s compliance, we grant Customer a non-exclusive, non-transferable right for Authorized Users to access and use the Services for Customer’s internal business purposes, within the scope limits in the applicable Order Form.

2.2 Order Forms Control.

During the subscription term and subject to Customer’s compliance, we grant Customer a non-exclusive, non-transferable right for Authorized Users to access and use the Services for Customer’s internal business purposes, within the scope limits in the applicable Order Form.

2.3 Affiliates.

Customer Affiliates may place Order Forms under this Agreement if permitted; each Affiliate is responsible for its own compliance and payment obligations under its Order Form.

3. Free Trials; Beta; Free Versions (If Applicable)

3.1 Free Trials or Versions.

If Customer uses a free trial or free version, the Services are provided during the trial period identified at signup or in the Order Form. We may end a trial or free version at any time to the extent permitted by law.

3.2 Beta/Pre-Release.

Beta features are optional, may change, and may be discontinued. Beta features are provided “AS IS” and may be excluded from support/SLA.

4. Customer Responsibilities

4.1 Account Administration.

If Customer uses a free trial or free version, the Services are provided during the trial period identified at signup or in the Order Form. We may end a trial or free version at any time to the extent permitted by law.

4.2 Customer Data.

Beta features are optional, may change, and may be discontinued. Beta features are provided “AS IS” and may be excluded from support/SLA.

4.3 Permitted Third Parties.

Contractors/service providers may access the Services as Authorized Users solely to perform services for Customer, provided they are bound to confidentiality and use restrictions at least as protective as this Agreement.

5. Acceptable Use; Restrictions

Customer will not (and will not allow others to):

sell, resell, rent, lease, or sublicense the Services except as expressly permitted in an Order Form;

use the Services to provide a service bureau, time-sharing, or managed services offering to third parties unless expressly authorized;

circumvent or disable security features; probe, scan, or test vulnerabilities; or gain unauthorized access;

upload or transmit unlawful, infringing, defamatory, obscene, or malicious content (including malware);

reverse engineer, decompile, or create derivative works of the Services, except to the extent permitted by law;

access the Services to benchmark or develop competing products; or

exceed contractual usage or scope limits (e.g., seats, data volumes, environments).

6. Support; Service Changes

6.1 Support.

Support (if included) is provided per the applicable support description in the Order Form or our then-current support policy.

6.2 Support.

We may update or modify the Services, provided we do not materially reduce core functionality during a paid subscription term.

7. Professional Services (If Applicable)

Professional services (implementation, configuration, training, consulting) will be described in an Order Form or statement of work. Deliverables (if any) are licensed to Customer for use with the Services unless otherwise stated.

8. Fees; Payment; Taxes

8.1 Fees; Non-cancelable; Non-refundable.

Fees are as stated in the Order Form. Unless the Order Form states otherwise, Order Forms are non-cancelable and fees are non-refundable and are based on Services purchased, not actual usage.

8.2 Invoicing; Payment.

We may update or modify the Services, provided we do not materially reduce core functionality during a paid subscription term.

8.3 No Setoff.

Customer may not withhold or offset amounts due.

8.4 Taxes.

Fees exclude applicable taxes, duties, and similar government assessments, except taxes on our net income.

9. Confidentiality

9.1 Confidential Information.

Each party may disclose confidential information. The receiving party will protect it using reasonable care and only use it to perform under this Agreement.

9.2 Exclusions.

Confidential information does not include information that is publicly available without breach, independently developed, or rightfully received from a third party.

10. Data Protection; Security (Including CCPA/CPRA Service Provider/Contractor Terms)

10.1 Customer Data Roles.

Customer determines the purposes and means of processing Customer Data. We process Customer Data only (a) to provide, secure, and support the Services, (b) to comply with law, and (c) as otherwise permitted by this Agreement and applicable law.

10.2 CCPA/CPRA Service Provider / Contractor.

To the extent we process “personal information” (as defined under the California Consumer Privacy Act, as amended) in Customer Data on Customer’s behalf, we act as a service provider or contractor (as applicable) and will not:

sell or share such personal information;

retain, use, or disclose such personal information outside the direct business relationship with Customer except as permitted by the CCPA/CPRA and this Agreement; or

combine such personal information with personal information we receive from or on behalf of another person or from our own interactions, except as permitted under CCPA/CPRA (including for security/fraud prevention and other permitted purposes).

10.3 Subprocessors.

We may use subprocessors to assist in providing the Services. We remain responsible for their performance of processing obligations consistent with this Agreement.

10.4 Security Measures.

We maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data.

10.5 DPA.

If required by law or Customer’s compliance needs, the parties will enter into a data processing addendum (“DPA”) covering processing of personal data in Customer Data, including cross-border transfer mechanisms where applicable.

11. Intellectual Property

11.1 Our IP.

We retain all rights in the Services, Documentation, and underlying technology.

11.2 Customer Data.

Customer retains all rights in Customer Data. Customer grants us a limited license to host, process, transmit, and display Customer Data solely to provide, secure, and support the Services.

11.3 Feedback.

If Customer provides feedback, we may use it without restriction or obligation, but without identifying Customer as the source unless permitted.

12. Warranties; Disclaimers

12.1 Limited Warranty.

We warrant we will provide the Services in a professional and workmanlike manner.

12.2 Disclaimer.

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED “AS IS” AND WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13. Indemnification

13.1 By Us.

We will defend and indemnify Customer from third-party claims alleging the Services (excluding Customer Data and third-party integrations) infringe intellectual property, and pay covered damages/costs, subject to exclusions and Customer cooperation.

13.2 By Customer.

Customer will defend and indemnify us from third-party claims arising from Customer Data, Customer’s misuse of the Services, or Customer’s violation of law.

13.3 Process.

The indemnified party must promptly notify, allow control of defense/settlement, and reasonably cooperate.

14. Limitation of Liability

14.1 Exclusion of Certain Damages.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION.

14.2 Cap.

EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE EVENT.

14.3 Exceptions.

The cap/exclusions do not apply to (a) Customer’s payment obligations, or (b) a party’s breach of confidentiality, to the extent prohibited by law or as specified in an Order Form. (If you want IP indemnity carved out, add it here.)

15. Term; Termination; Suspension

15.1 Term.

This Agreement begins on the Effective Date and continues until all Order Forms expire or are terminated.

15.2 Termination for Cause.

Either party may terminate an Order Form (or the Agreement if all Order Forms are affected) for material breach not cured within 30 days after notice.

15.3 Suspension.

We may suspend access for security threats, unlawful use, or non-payment after notice where reasonable.

15.4 Effect of Termination.

Upon expiration/termination, Customer’s access ends. Customer may export Customer Data during the term and for 30 days after termination (unless legally prohibited or due to unlawful use). After that, we may delete Customer Data consistent with our retention practices.

15.5 Early Termination Fees.

If we terminate for Customer’s uncured breach, or Customer terminates without our uncured breach, Customer remains responsible for fees due through the remainder of the term. If Customer terminates for our uncured breach, we will refund prepaid unused fees on a pro-rata basis.

16. Publicity

Unless Customer opts out in writing, we may identify Customer as a user of the Services (name/logo) in marketing materials, limited to factual identification. Opt-out:  by sending an email to legal@nonprofitcounsel.com.

17. Compliance; Export

Customer will comply with applicable laws, including export controls and sanctions. Customer will not provide access in violation of such laws.

18. Miscellaneous

Assignment. Neither party may assign without consent, except to an Affiliate or in connection with merger/acquisition.

Governing Law; Venue. Delaware law; venue in Albany County, Wyoming.

Notices. Notices by email and/or overnight mail to addresses in the Order Form (or as updated by notice).

Entire Agreement. This Agreement + Order Forms + referenced policies is the entire agreement.

Order of Precedence. Order Forms → DPA (if any, for data processing only) → this Agreement.