1. Definitions
"App" means the Givaxis iOS and Android mobile application.
"Authorized User" means Client and Client's employees, consultants, contractors, and agents who are authorized by Client to access and use the Services.
"Client Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Client or any Authorized User through the Services.
"Eowyn Technologies IP" means the Services, the Documentation, the App, and all intellectual property provided to Client or any Authorized User in connection with the foregoing.
"Record" means the data available through the Service with respect to a single foundation, corporation, financial institution, grant maker, donor, sponsorship opportunity, or other potential funding source.
"Services" means access to and use of the Givaxis platform, including but not limited to the App. The Givaxis platform is a fundraising research and prospecting tool designed to provide informational and educational resources regarding foundations, corporations, financial institutions, grant makers, donors, sponsorship opportunities, and other potential funding sources for charitable and nonprofit organizations.
2. Access and Use
2.1. Provision of Access
Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement, Eowyn Technologies hereby grants you a revocable, non-exclusive, non-assignable, non-sublicensable, limited right to access and use the Services during the Term solely for your internal business operations by Authorized Users.
2.2. Documentation License
Eowyn Technologies hereby grants you a non-exclusive, non-sublicensable, non-assignable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Services.
2.3. Downloadable Software
Use of the Services may require or include use of downloadable software, including the App. Eowyn Technologies grants you a non-transferable, non-exclusive, non-assignable, non-sublicensable, limited right for Authorized Users to use the App and any other downloadable software provided as part of the Services.
2.4. Use Restrictions
You shall not, and shall not permit any Authorized Users to, use the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly:
- Copy, modify, or create derivative works of the Services or Documentation, in whole or in part;
- Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, or transfer the Services or Documentation;
- Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services;
- Remove any proprietary notices from the Services or Documentation; or
- Use the Services in any manner that infringes, misappropriates, or otherwise violates any intellectual property right or applicable law.
2.5. Aggregated Statistics
Eowyn Technologies may monitor Client's use of the Services and collect and compile data and information related to Client's use of the Services to be used in an aggregated and anonymized manner. All right, title, and interest in Aggregated Statistics belong to and are retained solely by Eowyn Technologies.
2.6. Reservation of Rights
Eowyn Technologies reserves all rights not expressly granted to Client in this Agreement.
2.7. Suspension
Eowyn Technologies may temporarily suspend Client's access to any portion or all of the Services if there is a threat or attack on Eowyn Technologies IP, Client's use poses a security risk, Client is using the Services for fraudulent or illegal activities, or as otherwise permitted under this Agreement.
3. Client Responsibilities
3.1. Account Use
You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly. You are responsible for all acts and omissions of Authorized Users.
3.2. Client Data
You hereby grant to Eowyn Technologies a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Client Data as necessary for Eowyn Technologies to provide the Services to you. You are solely responsible for the development, content, operation, maintenance, and use of Client Data.
3.3. Passwords and Access Credentials
You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will promptly notify us about any unauthorized access to your passwords or access credentials.
3.4. Third-Party Products
The Services may permit access to Third-Party Products, which are subject to their own terms and conditions.
4. Service Levels and Support
Eowyn Technologies shall use commercially reasonable efforts to make the Services available to Client without unreasonable interruption and will provide Client with reasonable technical support services in accordance with Eowyn Technologies' standard practices.
5. Subscriptions; Fees and Payment
5.1. Subscription Plans
| Plan | Records per Month | Fee | Subscription Period |
|---|---|---|---|
| Ignite | Up to 10 | $35/month | Monthly |
| Cultivate | Up to 25 | $99/month | Monthly |
| Impact | Unlimited | $150/month | Annual |
5.2. Subscription Management
Your subscription will automatically renew for successive Subscription Periods unless you cancel before the end of the then-current Subscription Period. You may change or cancel your subscription at any time through the App or through your account settings within the Apple App Store or the Google Play Store, as applicable.
If you cancel your subscription plan, your access to the Services will continue until the end of the applicable Subscription Period. Unused monthly Records allowances expire at the end of each month and do not carry over to the following month.
5.3. Payment
Fees will be billed and must be paid in advance according to the applicable Subscription Period. Except as otherwise set forth herein, all Fees are nonrefundable. All Fees are exclusive of taxes and similar assessments, for which you are solely responsible.
6. Confidential Information
Each party may disclose confidential information to the other. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity except as necessary to exercise its rights or perform its obligations under this Agreement. Each party's obligations of non-disclosure are effective for five years from first disclosure, or longer for trade secrets.
7. Privacy Policy
Eowyn Technologies complies with its privacy policy, available at givaxis.com/privacy, in providing the Services. By accessing and using the Services, you acknowledge that you have reviewed and accepted our Privacy Policy.
8. Intellectual Property Ownership; Feedback
As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Services and (b) you own all right, title, and interest, including all intellectual property rights, in and to Client Data. Any Feedback you provide may be used by Eowyn Technologies without attribution or compensation.
9. Limited Warranty; Disclaimers
9.1. Limited Warranty
Eowyn Technologies warrants that it provides Services using a commercially reasonable level of care and skill.
9.2. Warranty Disclaimer
EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND EOWYN TECHNOLOGIES SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
9.3. Additional Disclaimers
- Eowyn Technologies does not guarantee that any organization listed within the Service will provide funding, respond to inquiries, accept applications, award grants, or provide sponsorships.
- Funding priorities, eligibility requirements, application processes, contact information, and giving practices may change at any time without notice. Users are responsible for conducting their own due diligence.
- Use of the Service does not create any guarantee, representation, or expectation of funding success.
- All information provided through the Service is intended for informational purposes only.
10. Indemnification
Client shall indemnify, hold harmless, and defend Eowyn Technologies and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any losses arising from or relating to any third-party claim based on Client Data or Client's negligence or willful misconduct in use of the Services.
11. Limitations of Liability
IN NO EVENT WILL EOWYN TECHNOLOGIES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES. IN NO EVENT WILL EOWYN TECHNOLOGIES' AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNTS PAID TO EOWYN TECHNOLOGIES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12. Term and Termination
This Agreement begins on the Effective Date and continues until you cancel your subscription or the Agreement is otherwise terminated. Eowyn Technologies may terminate this Agreement for any reason upon 30 days' advance notice, with a refund of any prepaid Fees covering the remaining Subscription Period. Either party may terminate this Agreement upon written notice for material uncured breach or insolvency of the other party.
13. Modifications
We have the right, in our sole discretion, to modify this Agreement from time to time, with modified terms becoming effective on posting to our website or within the App. Eowyn Technologies will provide at least 30 days' advance notice of material changes.
14. Export Regulation
You shall not export, re-export, or release the Services or the software or technology included in the Services to any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule.
15. Governing Law and Jurisdiction
This Agreement is governed by and construed in accordance with the internal laws of the State of Utah. Any legal suit, action, or proceeding arising out of or related to this Agreement will be instituted exclusively in the federal courts of the United States or the courts of the State of Utah located in Salt Lake County.
16. Miscellaneous
This Agreement, together with the Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof. Any notices to us must be sent to:
Eowyn Technologies, LLC
Attention: Julee Laurent
1155 East 2100 South, #242
Salt Lake City, Utah 84106
Email: julee@eowyntech.com