TERMS OF SERVICE

1. INITIAL PROVISIONS

a. These Terms of Service apply to all contractual relationships between Views For Change and the Customer.
b. These Terms of Service are subject to change. The current version is always available at https://viewsforchange.com/terms-and-conditions/
c. By entering into the Agreement with Views For Change, You, the Customer, acknowledge that you have read and understood these Terms of Service and agree to be bound by them.

2. DEFINITIONS

In these Terms of Service, the following capitalised definitions have the following meaning:

Account

means the account that the Customer receives access to as part of the Service;

Affiliate

means, with respect to a person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified;

Agreement

means all contractual documentation as agreed between the Customer and Views For Change as to the Service, including but not limited to these Terms of Service, offer published by Views For Change or Views For Change online form/user interface available on Views For Change website as accepted by the Customer and/or any software-as-a-service agreement executed by the Parties referring to these Terms of Service;

Business Day

means a day on which banks are open for business in London;

Donation

means a sum of money paid by a Customer to the Foundation for onward transmission to a Charity, in accordance with Customer’s instructions;

Charity or Charities

means a registered charity or community amateur sports club listed on the Views For Change Platform to which the Customer may make Charitable Donations via the Views For Change Platform;

Commencement Date

means the day date on which the Customer registers on the Views ForChange Platform;

Confidential Information

means technical and non-technical information including patents, copyright, trade secrets, proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software, source documents, and formulas related to the current, future and proposed products and services, research, experimental work, development, design details and specifications, engineering, and information marked “confidential” or “proprietary” or which the recipient knows or has reason to know that the information shall be deemed confidential; for the avoidance of doubt, this term does not include any information that the receiving party may demonstrate by its written records: (a) was known to it prior to its disclosure by the disclosing party; (b) is or has become known through no wrongful act of the receiving party; (c) has been rightfully received from a third party authorised to make such disclosure; (d) has been independently developed by the receiving party; (e) has been approved for release with the written authorisation of the disclosing party; or (f) has been disclosed by court order or as otherwise required by law, provided that the party required to disclose the information provides prompt notice to enable the other party to seek a protective order or otherwise prevent such disclosure;

Control

means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ability to exercise voting power, by contract or otherwise, “controlled” has meaning correlative thereto;

Customer

means a third party which receives the Service and is identified in the Agreement;

Customer Data

means data and content that the Customer provides or procures to be provided by third parties to the Views For Change Platform for the purpose of provision of the Service within the Views For ChangePlatform;

Data Processing Addendum

means a data processing addendum that governs the processing of data between View For Change and Customer in respect to the Customer’s use of the Views For Change Platform, as available on Views For Change’s website;

Fees

mean fees that the Customer shall pay Views For Change for the Service;

Force Majeure

means, in relation to either Party, any event or circumstances (or combination of events or circumstances) not reasonably foreseeable by such Party which is beyond the reasonable control of the Party and which results in or causes the failure of that Party to perform any of its obligations under the Agreement;

Terms of Service

mean the current version of these Terms of Service, as available on Views For Change’s website;

Party

means either Party to the Agreement, either the Customer or Views ForChange, “Parties” means both the Customer and Views For Change;

Service

means the access to the Views For Change Platform its use by the Customer subject to the terms agreed in the Agreement;

Subscription Period

means a period of time during which your subscription to the Service will be active, commencing on the Commencement Date, ending when the period for which you have paid, and we have received full and valid payment of your Fees has expired;

Taxes

means all applicable taxes (e.g., VAT, sales, services), levies, duties, or similar applicable governmental assessments of any nature, irrespective if assessed by a local, provincial, state, or federal government, whether domestic or foreign; Views For Change‘ payroll and income taxes are excluded from this definition;

Territory

means the United Kingdom and European Economic Area;

Term

means the time period for which the Service is made available to the Customer;

Third Party Software

means a software product of a person different from the Customer or Views For Change;

Views For Change

means T GOOD FIGHT LTD, doing business as Views For Change, a company incorporated under the laws of England and Wales with company number 12409983 and its Affiliates;

Views For ChangePlatform

means the software as a service (SaaS) platform owned and maintained by Views For Change, including all modifications and enhancements irrespective of whether developed for the Customer; and

Views For Change Advertising Campaign

means any campaign created by Customer through Views For Change Platform.

3. VIEWS FOR CHANGE PLATFORM

a. Service. Subject to the terms agreed in the Agreement, Views For Change shall make the Serviceavailable to the Customer in order to facilitate the Customer’s Donations to Charities selected by the Customer.
b. Availability. Views For Change shall provide Customer with Service within the Territory. The Service shall be made available by Views For Change subject to any unavailability caused by circumstances beyond Views For Change’s reasonable control, including any Force Majeure events, any computer, communications, Internet service or hosting facility failures or delays involving hardware, software, power or other systems not within Views For Change’s possession or reasonable control, or denial of service attacks. The Customer acknowledges that availability of the Service depends on the Customer’s compliance with the limitationsstipulated in Section 4 of these Terms of Service. Therefore, not complying with limitations stipulated in Section 4 of These Terms of Service may result in limitation or unavailability of the Service. The Service may be temporarily limited or interrupted due to maintenance, repair, modifications, upgrades or relocation. Unless otherwise agreed in the Agreement, Views ForChange shall undertake reasonable endeavours to notify the Customer of scheduled outages that are expected to take more than four (4) hours and that may affect the Service.
c. Access. The Service is available only through electronic means and protected by login details that are needed to access the Account. If the Customer does not identify an email address in the Agreement through which login details shall be obtained, Views For Change may use any of the email addresses that the Customer used to execute the Agreement. The access is considered provided as soon as the Customer’s email address is input onto the Views ForChange Platform, and the Customer may obtain the login details.
d. Platform Only. The Views For Change Platform does not include equipment or ancillary services necessary to access the Views For Change Platform, such as internet connection, the hardware required to connect to the internet (e.g., computers, phones, modems, switches), or their security.
e. Development. The Views For Change Platform remains in constant development. The Customer agrees that Views For Change may unilaterally remove or add new features to the Views For Change Platform without substitution or compensation to the Customer.
f. Feedback. Views For Change may freely use and incorporate into the Views For ChangePlatform any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by the Customer or any users (such as via Views For Change‘ market research activities or customer support channels) relating to the Views For Change Platform.
g. Subcontractors. Views For Change may use subcontractors to provide certain parts of the Service (e.g., hosting). Views For Change remains liable for these subcontractors as if Views For Change provided that part of the Service.

4. USE OF VIEWS FOR CHANGE PLATFORM

a. Purpose. The Customer shall use the Views For Change Platform solely for its internal business purposes subject to the terms of the Agreement.
b. Prohibited Use. The Customer shall not, in respect to the Views For Change Platform, do or attempt to do the following:
i. create any derivative product;
ii. allow the access of other persons;
iii. circumvent its limits or limitations;
iv. remove any proprietary notices, labels, or marks;
v. copy any ideas, modules, functions, or graphics;
vi. use it for illegal conduct;
vii. transmit to or from it any material containing malicious code (e.g., virus, trojan horse) or other harmful files, scripts, agents, or programs; or
viii. interfere with or disrupt the integrity or performance.

5. THIRD PARTY INTEGRATIONS

a. Access to Third Party Software. While using the Views For Change Platform, the Customer may, through Application Programming Interface (API) or otherwise, allow certain Third Party Software to access, or be accessed by, the Views For Change Platform.
b. Use of Third Party Software. The Customer is solely liable for any use of the Third PartySoftware and shall review all applicable terms and privacy and technical security thereof.
c. Liability. The Customer agrees that Views For Change shall not be held liable for any loss or damage from the Customer’s use of the Third Party Software in connection with the Views For Change Platform.
d. Indemnification. The Customer shall defend and fully indemnify Views For Change against all liabilities, damages, losses, costs, fees (including reasonable legal fees), and other expenses connected to claims of a third party arising from the Customer’s use of Third Party Software.

6. PRICING AND FEES

a. Fees. The Customer shall always pay the Fees without any offset or deduction and in the currency outlined in the Agreement. All Fees are non-refundable and non-cancellable.
b. Payment terms. All payments hereunder shall be due no later than on the Commencement Date. Any invoice may be issued electronically.
c. Disputes. Any dispute of the Fees must be notified to Views For Change in writing within the billing period for which the Customer paid the disputed Fees.
d. Overdue Fees. Any Fees (or their part) not paid when due shall accrue interest at the rate of 3% p.a. above the Bank Rate of the Bank of England, unless the Bank Rate is less than 0%, in which case the interest shall be 3% p.a.
e. Taxes. The Fees exclude Taxes, which the Customer shall pay. Should Views For Change have a legal obligation to pay or collect any of the Taxes, Views For Change will invoice this amount to the Customer unless the Customer provides Views For Change with a valid tax exemption certificate authorised by the relevant tax authority without undue delay.

7. WARRANTIES

a. Warranty. Each Party represents and warrants to the other Party that:
i. it is duly incorporated and validly existing under the laws of the country of its incorporation; and
ii. has required corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under the Agreement.
b. Customer Warranty. The Customer represents and warrants to Views For Change that it owns sufficient right, title, and interest in the Customer Data to allow the Parties to perform its rights and obligations under the Agreement without infringing any third party’s right.
c. No Legal and Tax Services. No warranty of any kind whatsoever, express or implied, is made or intended in connection with the consultations, if applicable, provided by Views For Change’s consultants, employees, officers, or other cooperating persons (“Consultants”) to the Customer, as the Consultants cannot assess the implications of such consultations in the context of all Customers’ activities. Such consultations represent possible alternatives how to solve the particular issue, whereas the Customer is advised and encouraged to consult any further steps that should be based on such recommendations with their legal counsel and/or tax advisor. Neither Views For Change nor Consultants shall be liable for any incorrect advice, judgement, or consultation based on any inaccurate information furnished by the Customer, the Customer’s agents or other Customer’s consultants.
d. No Warranty. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIEWS FOR CHANGE DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, NON-INFRINGEMENT, SYSTEM INTEGRATION, OR QUIET ENJOYMENT, AND THE VIEWS FOR CHANGEPLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”.

8. LIABILITY AND ITS LIMITATION

a. Force Majeure. Neither Party will violate the Agreement or be liable for damages if the failure to perform the obligation is due to a Force Majeure event.
b. Liability Limitation. IN NO EVENT SHALL VIEWS FOR CHANGE , ITS AFFILIATES, CONTRACTORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE CUMULATIVE LIABILITY OF VIEWS FOR CHANGE, ITS AFFILIATES, CONTRACTORS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE TO THE CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT FROM WHICH THE LIABILITY AROSE. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
c. Essential considerations. The Parties acknowledge and agree that the disclaimers, exclusions, and limitations of liability set forth in Clauses 6 and 7 herein form an essential basis of the Agreement, and that, absent these disclaimers, exclusions, and limitations of liability, the terms of the Agreement, including, the economic terms, would be substantially different.

9. CONFIDENTIALITY

a. Confidentiality Obligation. Each Party agrees that all Confidential Information is proprietary to the disclosing Party or such third party, as applicable, and will remain the sole property of the disclosing Party or such third party. Each Party further agrees as follows:
i. to use the Confidential Information only to effectuate its rights and obligations under the Agreement;
ii. restrict access to the Confidential Information to such of its personnel, agents, or consultants, Affiliates who need access to it and who have a confidentiality obligation similar to the one in the Agreement; and
iii. protect the Confidential Information with the same degree of care as its own but in no case less than with reasonable care.
b. Exceptions. The preceding Clause shall not apply to Confidential Information that:
i. is publicly available when disclosed;
ii. becomes publicly available through no fault of the other Party;
iii. is provided to the other Party by a third party who obtained it without breaching a confidentiality obligation;
iv. is independently developed by the other Party without any use of the Confidential Information or persons who have the knowledge thereof;
v. is approved in writing for release or disclosure by the other Party; or
vi. is requested for disclosure by law, court, or a governmental body; in such a case, that Party must provide all information about this request for disclosure to the other Party as soon as legally possible.

10. INTELLECTUAL PROPERTY AND DATA PROTECTION

a. Intellectual Property. The Parties acknowledge that the outcome of the Service is not to transfer any right, title, or interest to the intellectual property of either Party and therefore, the Parties agree that:
i. Views For Change or its licensors (if applicable) retain all right, title, and interest in and to the Views For Change Platform, and the Customer acknowledges that it neither owns, acquires, or receives any rights in and to the Views For Change Platform or will do so during the course of the Agreement;
ii. the Customer grants Views For Change a limited, non-exclusive, non-transferable right to use the Customer Data to:
1. perform Views For Change‘ obligations under the Agreement, and
2. analyse the Customer’s use of the Views For Change Platform to improve the Service;
iii. subject to the rights granted in the preceding Clause, the Customer retains all right, title, and interest in and to the Customer Data, and Views For Change acknowledges that it neither owns, acquires, or receives any rights in and to the Customer Data or will do so during the course of the Agreement; and
iv. the Customer grants Views For Change a limited, non-exclusive, non-transferable right to use the Customer’s logo and business name to publicly refer to the Customer as a user of the Service so long as Views For Change abides by any corporate identity rules that it receives from the Customer for this purpose.
b. Data Protection. Data protection is governed by the Data Processing Addendum.

11. NOTICES

a. Notices. Any notices, invoices, or letters under the Agreement shall be delivered to the Parties by electronic means (email). Both Parties shall specify email addresses in the Agreement. If the Customer does not identify an email address in the Agreement, Views For Change may use any of the email addresses that the Customer used to execute the Agreement.
b. Any notice shall be deemed to have been received no later than at 9.00 am on the next Business Day after transmission.

12. TERM, SUSPENSION, TERMINATION

a. Term. The Term shall commence on the Commencement Date and continue for the period agreed to in the Agreement; if no period is specified in the Agreement, the Term shall commence on the Commencement Date and continue for the duration of the Subscription Period.
b. Renewal. The Agreement shall be automatically renewed for additional periods equal to the Term unless any Party provides a written notice of intent not to renew at least thirty (30) days before the expiration of then-current Term.
c. Suspension. If any part of the Fees is overdue, Views For Change will notify the Customer in writing and, following this notification, has the right to suspend the Service, without limiting its other rights or remedies, until all overdue Fees are paid in full. The suspension of the Service may be in the form of:
i. soft-lock, when dataflow to and from the Views For Change Platform remains unrestricted but the Account cannot be accessed; or
ii. hard-lock, when both dataflow and access to the Account are restricted, as decided by Views For Change in its sole discretion.
d. Termination. Either Party may further terminate the Agreement without a notice period in case the other Party:
i. materially breaches the Agreement and fails to cure such breach within thirty (30) days after receiving notice of such a breach; or
ii. becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, or composition or the benefit of creditors, if that petition or proceeding is not dismissed with prejudice within sixty (60) days after filing;
iii. Views For Change shall hard-lock the Account and, following an additional sixty (60) days, delete the Customer Data.

13. FINAL PROVISIONS

a. Governing Law. The Agreement and any dispute or claim arising out of it or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by the law of England and Wales.
b. Use of Arbitration. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London and the language to be used in the arbitral proceedings shall be English.
c. Severability. The provisions of these Terms of Service are severable, and if any of them is held to be illegal or unenforceable, the validity or enforceability of the remainder of the Terms of Service remain unaffected.
d. Set-off. The Customer is not authorised to offset any of its claims against any of Views ForChange‘ claims, nor it is authorised to retain payments, in any manner, intended for Views For Change regardless of the nature or purpose of such payments. Views For Change is authorised to offset its claims against the claims of the Customer.
e. Assignment. Neither Party may assign or transfer any of its rights or obligations from the Agreement to any third party without the prior written consent of the other Party.Notwithstanding the foregoing, the Customer hereby grants its consent to Views For Change to assign, sub-contract or transfer any and all of Views For Change’s rights and obligations under the Agreement to any Views For Change Affiliate or third party.
f. Beneficiaries. The Agreement is executed for the sole benefit of the Parties, their successors, or permitted assigns and they will not be construed as conferring any rights to any third party.
g. Change of the Terms of Service. Views For Change may unilaterally issue a new version of the Terms of Service that shall apply to the Agreement following a thirty (30) day-long notification to the Customer in writing. Should the Customer object to this change, a new version of the Terms of Service will only apply to the Agreement when the Term is renewed