Subscription Agreement - WayCool Software

You or your nonprofit organization ("Subscriber") have requested access to the CoolFocus™ online nonprofit management solution (the "Service") provided by WayCool Software, Inc. ("WayCool"), an Alabama Corporation. Use of the Service is subject to this Subscription Agreement which incorporates by reference the Privacy Policy and the Terms of Use also available at the Site. BY USING THE SERVICE, SUBSCRIBER AGREES TO THE SUBSCRIPTION AGREEMENT. IF SUBSCRIBER DISAGREES WITH THE SUBSCRIPTION AGREEMENT, DO NOT USE THE SERVICE.

Term

The term of Subscriber's subscription begins on the date Subscriber activates an account and — unless a different term is selected during signup or from one of WayCool's authorized customer support representatives — runs on a month-to-month basis. Subscriber may cancel any time by contacting a customer support representative and giving thirty days notice to cancel. (WayCool does not provide prorated credits or refunds, outside of any applicable money back guarantee.) Contacting customer support to cancel is a necessary step, takes just a few minutes, and serves as an added safeguard by securing an additional acknowledgement of our data deletion policies. It also gives Subscriber the opportunity (for a fee) to have data extracted to an Excel Spreadsheet. (Support is available during business hours, Monday through Friday, 8am-5pm Central Time.) If Subscriber does not cancel Subscriber's account, the account will automatically renew for the same term length most recently in effect.

Fees

Subscription Fees are subject to change and may be viewed on the "Pricing" page of the Site. Subscription fees are due at the end of each month of service made available to Subscriber. By giving payment information (credit card information, bank account information, etc.), Subscriber expressly gives WayCool permission to charge for all fees incurred in connection with Subscriber's account.

If WayCool does not receive timely payment, WayCool may suspend or terminate Subscriber's account. If an account is suspended for nonpayment, Subscriber will be charged an additional $50 reinstatement fee. Any accrued but unpaid fees may accrue late charges at the rate of $15 per month. If Subscriber's account goes unpaid for forty-five (45) days, such account is subject to termination and collection action will begin. Subscriber agrees to pay any cost incurred to collect unpaid fees, including attorneys' fees and court costs.

WayCool works with companies to handle payment processing. Subscriber agrees that WayCool can share any credit card and related billing information with those companies, but only for checking credit, servicing Subscriber's account, in response to valid legal process, or to establish or protect WayCool's rights.

Additional Users

Each user should have a unique user ID and password — WayCool does not authorize sharing user IDs. This helps WayCool better support use of the Service, and because there are practical security issues that can arise from sharing user IDs. Accordingly, sharing IDs is neither authorized nor a good idea, especially for centers dealing with confidential matters.

No Refunds

With very few exceptions (such as honoring the terms of any applicable published money-back guarantee or uptime guarantee), WayCool does not issue refunds or prorated credits. This strict "no refund" policy is important to WayCool's business for several reasons. It helps WayCool efficiently address anticipated server loads, it allows WayCool to keep improving its software, and helps reduce administrative costs.

WayCool Responsibilities

It is WayCool's ongoing desire to keep the Service up, accessible, and fast. WayCool agrees to keep confidential all data stored in Subscriber's account, according to the terms set forth in the paragraphs titled "Intellectual Property Rights" and "Response To Legal Process" below. When WayCool scheduled maintenance is necessary, all attempts will be made to schedule it at times when most users are not typically online. Advance alert for scheduled maintenance will be made through the Service.

If at any time Subscriber cannot access an account, please contact the support team. The support team is available to Subscriber by phone between 8am and 5pm Central time, or email anytime at support@waycoolsw.com. Nearly all support emails are responded to within 24 business hours or less.

Subscriber Responsibilities

The person or organization in whose name the account is activated is ultimately responsible for all use of the account, all actions of individual users, and all the data uploaded to the account. We strongly recommend that Subscriber and each individual user follow "good computing" practices, such as: keeping all user IDs and passwords confidential; frequently changing passwords; using good antivirus and security software; and keeping multiple copies of important data in secure, remote locations.

HIPAA Safeguards

The Service provides secure online access to Subscriber's database. The Service meets all standards set for HIPAA compliance. WayCool implements the following safeguards to protect Electronic Public Health Information ("EPHI"):

Physical safeguards including limited facility access and control, with authorized access in place.
Technical safeguards that allow only authorized users access to electronic protected health data. Access control includes using unique user IDs, an emergency access procedure, automatic log off and encryption and decryption.
Audit reports, or tracking logs, to keep records of activity on hardware and software.
Disaster recovery protocols and offsite backup to ensure that any electronic media errors or failures can be quickly remedied and patient health information can be recovered accurately and intact.
All data is encrypted when entered into the Service, to protect against unauthorized public access of EPHI.

Subscriber is responsible for taking steps to protect from unauthorized use of online communications, such as keeping passwords confidential. WayCool is not responsible for breaches of confidentiality caused by Subscriber or an independent third party.

Guidelines for Account Administration

It is important that Subscriber closely monitor the status and identity of each user — particularly users who have been assigned administrative access to Subscriber's Account. Each user has certain abilities and access rights, and WayCool assumes no responsibility for acting on requests consistent with the guidelines below.

Generally, the party responsible for payment of the account ("Account Holder") has the authority, during the period for which the party has paid for access to the account, to:

Cancel the account
Add, edit, and delete users (including the ability to grant or deny access to "administrative access" and access to billing reports and functionality)
Access any and all data in the account, including the authority to contact support and request and override user-designated access permissions

A user that has been granted "administrative access" rights in the Service automatically has the authority set forth above. The party or entity whose credit card and/or other payment information being used for the account ("Designated Payor") will have the same access rights as the Account Holder.

Activities We Don't Allow

The Service is not to be used for: (a) any independent licensing, sublicensing, renting, leasing, or other kind of resale; (b) any distribution of "spam"; (c) sending, storing or uploading any obscene, unlawful or infringing material, or violating anyone's rights; (d) sending, storing, or uploading any malicious code, viruses, or the like, or doing anything that disrupts the performance of the Service generally; (e) impersonating anyone, including our personnel; (f) providing support or resources to organizations designated by the United States government as terrorist organizations; (g) attempting to gain unauthorized access to our servers or customers; or (h) any unlawful activity.

Terminating Your Account

WayCool reserves the right to suspend or terminate Subscriber's account at any time; however, as a practical matter, suspension or termination usually only happens in two circumstances: (a) unpaid subscription fees; or (b) failure to comply with this agreement.

IF AN ACCOUNT IS TERMINATED FOR ANY REASON, DATA EXISTING IN THE ACCOUNT IS SUBJECT TO IMMEDIATE DELETION AND IN ALL CASES WILL BE PERMANENTLY DELETED WITHIN APPROXIMATELY 14 DAYS OF ACCOUNT TERMINATION. IF SUBSCRIBER CHOOSES TO TERMINATE AN ACCOUNT, IT IS IMPORTANT THAT SUBSCRIBER PLAN AHEAD AND REMOVE ANY DATA PRIOR TO THE EXPIRATION OF THE PAID TERM IN EFFECT.

Intellectual Property Rights

The Service is owned and operated by WayCool. WayCool's company websites, manuals, FAQs, and all related collateral materials, in addition to the WayCool or CoolFocus names, logos, taglines, and goodwill all belong exclusively to WayCool. Data uploaded or entered into an account is treated as strictly confidential, and will not be used or disclosed to anyone except as set forth in this agreement.

All data uploaded to an account is owned by Subscriber and is confidential; however, access to such data is always subject completely to the terms of this agreement.

Liability Limitations

WITH THE SOLE EXCEPTION OF THE EXPRESS TERMS OF ANY SERVICE-LEVEL GUARANTEE THEN IN EFFECT, THE SERVICE IS MADE AVAILABLE "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE." WAYCOOL MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE SERVICE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, EACH OF WHICH IS HEREBY EXPRESSLY DISCLAIMED.

WAYCOOL IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATING TO THE SERVICE. THE EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICE IS TO DISCONTINUE USE OR TERMINATE SERVICE.

Assignment/Notices

WayCool may assign its rights or delegate its duties without Subscriber's consent so long as such action does not have an adverse effect on the functionality of Subscriber's account; however, Subscribers cannot assign any rights without WayCool's written consent. Any notice permitted or required to be given by Subscriber will be deemed given and effective when sent to WayCool by overnight mail, addressed to the headquarters address listed on WayCool's website, marked "Attention: General Counsel."

Indemnity

Subscriber agrees to indemnify, hold harmless, and defend WayCool (and each of its affiliated companies, employees, officers, and directors) from and against any claims and expenses, including attorneys fees, arising out of use of the Service.

Response to Legal Process

The privacy and security of account data is of the utmost importance. If WayCool is served with a legal request to produce or disclose any account data (such as through subpoena or court order) WayCool will first provide the affected Subscriber with notice of the disclosure request to provide such Subscriber with the opportunity to promptly intervene, unless specifically prohibited from doing so by law.

Miscellaneous

This agreement shall be interpreted and construed in accordance with the laws of the state of Alabama. Any dispute arising out of, or relating to, this agreement shall be submitted to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted in Shelby County, Alabama, unless otherwise mutually agreed. This agreement constitutes the entire agreement between the parties regarding the subject matter of the agreement and supersedes all prior and contemporaneous undertakings and agreements, whether written or oral.