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Last Updated: 09/08/2022

To find an older version of these terms, go here.

Client’s relationship with Classy and Client’s use of Classy’s products and services (including Client’s licensing of Classy’s Platform, Client’s use of Services, and/or Client’s purchase, leasing, or licensing of Third Party Products) are subject to the terms and conditions set forth herein and are between Client and Classy. Capitalized terms are defined in Section 8 below, unless otherwise defined within the body of this Agreement, the applicable Product Attachment, or Schedule. In order to use the Products, Client must first agree to this Agreement. You represent and warrant that you have the necessary and full right, power, authority, and capability to accept this Agreement, to bind your organization, and to perform your and your organization’s obligations hereunder. You can accept this Agreement and any applicable Product Attachment(s) and Schedule(s), by: (a) clicking to accept or agree, where this option is made available to you by Classy in the user interface for any Product; (b) where a link to the applicable document appears in an order form, Schedule, or other document provided to you by Classy, by signing such document; (c) signing the applicable document, if there is a designated area to sign; or (d) actually using the Products. In the case of (d), Client understands and agrees that Classy will treat Client’s use of the Products as acceptance of this Agreement and the applicable Product Attachment from that point onwards. Client may not use the Products and may not accept this Agreement if (i) you are not of legal age to form a binding contract with Classy, or (ii) you or your organization are a person barred from receiving the Products under the laws of the U.S. or other countries, including the country in which you are a resident or from which you use the Products. Client may not use the Products if you do not accept this Agreement. By accepting this Agreement, Client agrees as follows:

1. Agreement Structure and Scope

1.1 General Terms and Incorporation of Product Terms. This Agreement establishes the general terms and conditions to which the parties have agreed to in order to facilitate the licensing of the Platform and the provision of Products.

1.2 Incorporation of Schedules. The parties may enter into new Schedules from time to time by any of the methods specified in the Preamble. Each Schedule incorporates the terms of these General Terms and the applicable Product Attachment.

1.3 Incorporation of Third Party Terms; Third Party Products. Client’s use of Third Party Products may be subject to, and Client will comply with any applicable Third Party Terms that are presented to Client in connection with such use. Use of Third Party Products is at Client's option, and, other than using a third party payment processor, are not required for Client's use of the Platform. Client acknowledges and agrees that Classy maintains no control over and disclaims any liability arising out of or from Third Party Products. Client agrees to treat Classy the same as the provider of any such Third Party Products with respect to all rights and protections of such provider as set forth in the Third Party Terms, including, without limitation, disclaimers of warranty, limitations of liability, and indemnification.

1.4 Affiliates. Client’s Affiliates may order Products from Classy (or one of Classy’s Affiliates) by entering into a Schedule. In the event that a Client Affiliate enters into a Schedule with Classy (or an Affiliate of Classy), reference in this Agreement to “Client” and “Classy” will mean the respective entity that accepts (as described in the Preamble) the applicable Schedule. Each such Schedule will be deemed to be a separate agreement.

2. Financial Terms

2.1 Fees; Payment Terms; Currency. Fees, currency, and payment terms are specified in the applicable Schedule. Unless otherwise specified in the Schedule, all amounts owed by Client that are not directly collected by Classy are due from Client within 30 days from the date of the applicable invoice. Subject to Classy’s reasonable discretion, past due fees may accrue interest at the lesser of 1% of the outstanding balance per month or the maximum amount permitted by applicable law. In the event of any non-payment or delay in paying a fee, Client agrees to reimburse Classy for any reasonable fees and expenses incurred in its collection efforts. Payment of fees is under no circumstances subject to or conditioned upon the delivery of future Products or functionality outside of what is indicated on the applicable Schedule. Except as otherwise provided in a Schedule, (i) Classy may modify the fees once per calendar year upon 30 days’ notice, provided that any such increase will not exceed 10% over the then-current fees; and (ii) discounts or fee waivers are one-time only and apply only to the term specified in the applicable Schedule.

2.2 Taxes. The fees in this Agreement do not include Taxes. Client is responsible for and agrees to pay any and all Taxes. If Client is tax-exempt, Client will send Classy a copy of its valid tax-exempt certificate (or, as applicable, its reseller’s certificate) as soon as practicable following entering into any Schedule. Client is solely responsible for determining which, if any, Taxes apply to Client’s use of the Products and for collecting, remitting, and reporting the correct amounts of all such Taxes to the applicable governmental authorities, even if Classy provides Client with tools that assist Client in doing so. Client is responsible for accurately representing its tax status and providing the appropriate language in any receipts Client issues through the Platform. In the event that a governmental authority requires Classy to pay any Taxes attributable to Client’s use of the Products, Client agrees to defend, indemnify, and hold Classy harmless from all such Taxes and all costs and expenses related thereto.

2.3 Other Payment Terms. To the extent any purchase of Products by Client from Classy is made outside of the U.S., each such purchase may be subject to foreign exchange fees or differences in prices based on location (e.g., exchange rates). Classy may store and continue billing Client’s payment method (e.g., credit card or ACH) even after it has expired for amounts due under the applicable Schedule, to avoid interruptions in Client’s use of the Products and to use to pay for other Products that Client elects to purchase or license. If Client purchases a subscription, as applicable under and in accordance with a Schedule, Client’s payment method on file with Classy may automatically be charged at the start of each subscription period for the fees and taxes applicable to that period.

3. Limited Rights and Ownership; Indemnification

3.1 Reservation of Rights. All rights not expressly granted in this Agreement are reserved by Classy and its licensors. Client acknowledges that: (a) all Protected Materials are licensed and not sold; (b) Client acquires only the right to use the Products in accordance with this Agreement, and Classy and/or its licensors will retain sole and exclusive ownership of and all rights, title, and interests in the Products, including the following: (i) all Intellectual Property embodied or associated with the Products, (ii) all deliverables and work product associated with the Products, and (iii) all copies and derivative works thereof; and (c) the Products, including the source and object codes, logic, and structure, contain and constitute valuable trade secrets of Classy and its licensors.

3.2 Restrictions. Unless otherwise set forth in a Product Attachment or Schedule, Client will not itself, or through any Affiliate, employee, consultant, contractor, agent, or other third party: (a) sell, resell, distribute, host, lease, rent, license, sublicense, or make available to third parties on a service-bureau or other similar basis, in whole or in part, the Protected Materials; (b) reverse engineer or decompile, decrypt, disassemble or otherwise reduce any of the Products, in whole or in part, to human-readable form; (c) allow access to, provide, divulge, or make available the Protected Materials to any user other than those who are licensed to have such access; (d) write or develop any derivative works based upon the Products; (e) modify, adapt, translate, or otherwise make any changes to the Products or any part thereof; (f) disclose to any third party or publish, without Classy’s prior written consent, performance or capacity statistics, or the results of any benchmark test performed on the Products; (g) without Classy’s prior written consent, perform or disclose or cause to be performed or disclosed any information related to any security penetration or similar tests; (h) remove from any Products identification, patent, copyright, trademark, or other notices; (i) contest or do or aid others in contesting or doing anything which impairs the validity of any proprietary or Intellectual Property rights, title, or interests of Classy in and to any Products; (j) use the Products for other than authorized and legal purposes, consistent with all applicable laws, regulations, and the rights of others; (k) take any steps to avoid or defeat the purpose of security measures associated with the Products, such as sharing of login and password information, or attempt to circumvent any use restrictions; or (l) except as expressly permitted by this Agreement, use the Protected Materials for hosting purposes.

4. Disclaimers and Limitation of Liability

4.1 EXCEPT AS OTHERWISE SET FORTH HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, CLIENT ACKNOWLEDGES AND AGREES THAT THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE WARRANTIES, IF ANY, SET FORTH HEREIN AND IN THE PRODUCT ATTACHMENTS ARE LIMITED TO THEIR EXPRESS TERMS AND ARE IN LIEU OF, AND CLASSY, ITS LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING ANY (a) WARRANTY THAT THE PRODUCTS ARE ERROR-FREE OR “BUG”-FREE, ACCURATE, SECURE, OR RELIABLE; (b) WARRANTY THAT THE PRODUCTS WILL OPERATE WITHOUT INTERRUPTION; (c) WARRANTY THAT ALL ERRORS WILL BE CORRECTED OR THAT CLIENT'S USE OF THE PRODUCTS WILL COMPLY WITH ANY LAW, RULE, OR REGULATION; (d) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (e) IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (f) WARRANTY THAT THE PRODUCTS WILL MEET CLIENT’S REQUIREMENTS.

4.2 (a) TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT DAMAGES OR LOSSES (IN CONTRACT, STATUTE, TORT, OR OTHERWISE), INCLUDING DAMAGES FOR NEGLIGENCE, LOST PROFITS OR REVENUE, LOST SAVINGS, COST OF REPLACEMENT SERVICES, LOST DATA, LOSS OF USE OF INFORMATION OR SERVICES, OR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, WHETHER OR NOT IT HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR ALL MATTERS ARISING FROM OR RELATED TO THIS AGREEMENT IS LIMITED TO THE AMOUNT OF SUBSCRIPTION FEES PAID OR PAYABLE BY CLIENT AS CONSIDERATION FOR THE SPECIFIC PRODUCT UNDER THE APPLICABLE SCHEDULE GIVING RISE TO SUCH CLAIMS DURING THE 12 MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CAUSE OF ACTION AROSE.

4.3 THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 4 SHALL NOT APPLY TO LIABILITY OR DAMAGES ARISING OUT OF OR RELATING TO (a) CLIENT'S INDEMNIFICATION OBLIGATIONS; (b) CLASSY'S INDEMNIFICATION OBLIGATIONS RELATING TO THE INFRINGEMENT OF INTELLECTUAL PROPERTY AS EXPRESSLY SET FORTH IN THIS AGREEMENT; (c) CLIENT’S BREACH OF ITS OBLIGATIONS UNDER SECTION 3.2 OF THESE GENERAL TERMS OR SECTION 2.4 OF THE PLATFORM PRODUCT ATTACHMENT; OR (d) CLIENT’S PAYMENT OBLIGATIONS.

4.4 FOR THE PURPOSES OF THIS SECTION 4 AND ANY INDEMNIFICATION PROTECTING CLASSY UNDER THIS AGREEMENT, REFERENCE TO CLASSY WILL ALSO INCLUDE ITS SUPPLIERS AND LICENSORS.

5. Term and Termination

5.1 Term. The term of this Agreement will begin on the Effective Date and continue until all Schedules have expired or have been terminated. Unless otherwise set forth in the applicable Schedule, the term of the applicable Schedule will be as set forth in the applicable Product Attachment.

5.2 Termination. Either party may terminate this Agreement, including any or all Product Attachments and Schedules executed hereunder, immediately upon written notice: (a) in the event that the other party commits a non-remediable material breach of this Agreement and/or the applicable Product Attachment or Schedule, or if the other party fails to cure any remediable material breach or provide a written plan of cure acceptable to the non-breaching party within 30 days of being notified in writing of such breach, except for breach of Section 2 of these General Terms which will have a 10 day cure period; or (b) in the event of institution of bankruptcy, receivership, insolvency, reorganization, or other similar proceedings by or against either party under any section or chapter of the U.S. Bankruptcy Code, as amended, or under any similar laws or statutes of the U.S. or any state thereof, if such proceedings have not been dismissed or discharged within 30 days after they are instituted; or the insolvency or making of an assignment for the benefit of creditors or the admittance by either party of any involuntary debts as they mature or the institution of any reorganization arrangement or other readjustment of debt plan of either party not involving the U.S. Bankruptcy Code. Where a party has the right to terminate this Agreement, such party may at its discretion either terminate the entire Agreement or the applicable Product Attachment or Schedule; provided however, that termination of a Product Attachment will automatically terminate all Schedules entered into pursuant to such Product Attachment. Product Attachments and Schedules that are not terminated will continue in full force and effect under the terms of these General Terms. Termination for any reason, other than a termination by Client in accordance with Section 5.2(a), will not excuse Client’s obligation to pay in full any and all amounts due, nor will termination by Classy result in a refund of fees paid.

6. Confidentiality 

6.1 Non-Use and Non-Disclosure. Each party will: (a) treat as confidential all Confidential Information of the other party and use the same care to protect Confidential Information as it uses for its own similar information; (b) not disclose Confidential Information to any third party, except on a “need to know” basis to third parties that have signed a non-disclosure agreement containing provisions substantially as protective as the terms of this Section and such party so disclosing the Confidential Information to the third party is responsible and liable for that third party’s compliance with the confidentiality obligations set forth herein; and (c) not use that Confidential Information except in connection with performing its obligations or exercising its rights under this Agreement. Each party is permitted to disclose the other party’s Confidential Information if required by law so long as the other party is given prompt written notice of that requirement before disclosure and reasonable assistance in obtaining an order protecting that information from public disclosure. To the extent that the receiving party must disclose Confidential Information pursuant to this Section, any such disclosure shall be limited to only that Confidential Information required to be disclosed to comply with the order of the relevant court or regulatory body.

6.2 Exceptions. Confidential Information will not include any information that: (a) was publicly known and made generally available before the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the lawful possession of the receiving party at the time of disclosure with no obligation to maintain its confidentiality; (d) is obtained by the receiving party from a third party without a breach of that third party’s obligations of confidentiality with no obligation to maintain its confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (f) is disclosed by the receiving party pursuant to the disclosing party’s prior written approval.

7. General Provisions

7.1 U.S. Government Restricted Rights. The Products are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraphs (b)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. The Manufacturer is Classy, Inc. or one of its Affiliates or subsidiaries.

7.2 Feedback. Should Client choose to submit Feedback to Classy, Client acknowledges and agrees that: (a) the Feedback does not contain confidential or proprietary information; (b) Classy is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (c) Classy shall be entitled to use or disclose (or choose not to use or disclose) such Feedback for any purpose, in any way, in any media worldwide; (d) Classy may have something similar to the Feedback already under consideration or in development; (e) Client hereby grants to Classy an irrevocable, transferable, worldwide, and perpetual license to use the Feedback for any purpose whatsoever, without any obligation of Classy to Client; and (f) Client is not entitled to any compensation or reimbursement of any kind from Classy under any circumstances related to Feedback.

7.3 Force Majeure. Neither party will incur any liability to the other party on account of any loss, claim, damage, or liability to the extent resulting from any delay or failure to perform all or any part of this Agreement, if and to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the reasonable control and without any negligence on the part of the party seeking protection under this Section, including internet service provider or third party payment delays or failures, acts of God, strikes, lockouts, riots, acts of war, terrorism, earthquake, fire, or explosions. Dates by which performance obligations are scheduled to be met will be extended for a time equal to the time lost due to the delay so caused.

7.4 Enforcement. Client will (a) ensure that all users of Products comply with the terms and conditions of this Agreement as well as the Classy Community Guidelines located at http://www.classy.org/community-guidelines/; (b) promptly notify Classy of any actual or suspected violation thereof; and (c) cooperate with Classy with respect to any investigation and enforcement of this Agreement.

7.5 Assignment. Classy may assign this Agreement and any or all of its rights and obligations herein without Client’s approval. Except as provided in an applicable Product Attachment, Client may not assign or transfer this Agreement without the prior written consent of Classy.

7.6 Export; Anti-Bribery. Client acknowledges that the Products are subject to Export Laws, and Client hereby represents and covenants that: (a) Client is eligible to access the Products under Export laws and all other applicable laws; and (b) Client will import, export, re-export, transfer, or re-transfer the Products to, or use or access the Products in, any country or territory only in accordance with Export Laws and all other applicable laws. Furthermore, Client hereby represents and covenants that, in connection with its respective activities conducted under this Agreement, it will comply with the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act of 2010, as amended, and the Convention on Combating Bribery of Foreign Public Officials and has not and will not make or receive, directly or indirectly, any payments or gifts, or offers or promises of payments or gifts or things of value in exchange for anything that may arise out of this Agreement in a manner that would violate these laws and rules or any other applicable anti-corruption or anti-bribery laws or regulations.

7.7 Notices. Any notices required to be given under this Agreement will be in writing sent to the physical or email address on file with Classy for Client or, in the case of Classy, to the address set forth in Section 8 of these General Terms to the attention of Legal Department. Physical notices will be deemed received the next day if sent via overnight mail or courier with confirmation of receipt, or 3 days after deposited in the mail sent certified or registered or via another reputable carrier with tracking.

7.8 Relationship. This Agreement is not intended to create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship. Neither party may bind the other party or act in a manner which expresses or implies a relationship other than that of independent contractor.

7.9 Severability. If any part or provision of this Agreement is held to be unenforceable, illegal, or invalid by a court of competent jurisdiction for any reason whatsoever, (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including all portions of any provisions containing any such unenforceable provision that are not themselves unenforceable) will not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the unenforceable, illegal, or invalid provision will be deemed modified and replaced by a provision that approximates the intent and economic effect of the unenforceable, illegal, or invalid provision and this Agreement will be deemed amended accordingly.

7.10 Survival. The following provisions will survive any termination, cancellation, or expiration of this Agreement: Sections 1, 2, 3.2, 4, 5.2, 6, 7 and 8 of these General Terms, and such other provisions that should reasonably survive termination, cancellation, or expiration hereof.

7.11 Amendments; No Waiver. No amendment or waiver of any provision of this Agreement will be effective unless it is in writing and signed by the party against which it is sought to be enforced.

7.12 Entire Agreement. This Agreement constitutes the parties’ entire agreement relating to its subject matter. It cancels and supersedes all prior or contemporaneous oral or written communications, agreements, requests for proposals, proposals, conditions, representations, and warranties, or other communication between the parties relating to its subject matter as well as any prior contractual agreements between the parties. All pre-printed terms of any Client (i) purchase order, (ii) business processing document, or (iii) on-line terms will have no effect. There have been no material representations or statements by any person or party to this Agreement as an inducement for a party hereto to accept this Agreement other than what is expressly set forth in writing herein.

7.13 No Third Party Beneficiaries. This Agreement is for the benefit of the parties and their successors and permitted assigns and does not confer any rights or benefits on any third party, including any employee of a party, any client of a party, or any employee of a client of a party. Notwithstanding the above, the parties acknowledge that all rights and benefits afforded to Classy under this Agreement will apply equally to its licensors and suppliers, and the owner of the Third Party Products with respect to the Third Party Products, and such third parties are intended third party beneficiaries of this Agreement, with respect to the Third Party Products as applicable.

7.14 Governing Law and Venue. This Agreement will be governed by the laws of the State of Delaware, without giving effect to the conflict of law provisions thereof. The parties irrevocably agree that any legal action or proceeding relating to this Agreement will be instituted only in the Chancery Court of the State of Delaware. Neither the United Nations Convention of Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to this Agreement.

7.15 Order of Precedence. To the extent any terms and conditions of these General Terms conflict with the terms and conditions of any Product Attachment, the provisions of the Product Attachment will control. To the extent any provision of these General Terms or any Product Attachment conflict with the provisions of Third Party Terms, the Third Party Terms will control. In the event of a conflict between a Schedule and these General Terms or the applicable Product Attachment, the General Terms or the applicable Product Attachment (as applicable) will control, provided, however, that such standard variable terms such as price, quantity, license scope, payment terms, shipping instructions, and the like will be specified on each Schedule.

7.16 Interpretation. Any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time. The headings and pronouns contained herein are for convenience and ease of reference only and will not affect the construction or interpretation of this Agreement. The word “including” in this Agreement means “including, without limitation.” All references to days mean calendar days, unless specified as business days. This Agreement will not be construed in favor of or against a party based on the author of the document.

7.17 Counterparts. These General Terms and each Product Attachment, Schedule, and any exhibits thereto may be executed in one or more counterparts, each of which will constitute an enforceable original of this Agreement, and the parties agree that electronic or digital signatures, as well as pdf scanned copies of signatures, will be as effective and binding as original signatures.

7.18 Remedies Cumulative; Injunctive Relief. Except as specifically set forth in this Agreement, all rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies that may be available to the parties, whether provided by law, equity, statute, in any other agreement between the parties or otherwise. Furthermore, in the event of a breach or threatened breach of the intellectual property obligations in this Agreement, the non-breaching party, in addition to any and all other rights (at law or in equity) which may be available, will have the right to seek injunctive relief and other appropriate equitable remedies to restrain any such breach or threatened breach, without the requirement of posting a bond.

8. Definitions

“Affiliates” of a designated corporation, company, partnership, or other entity means all entities which control, are controlled by, or are under common control with the named entity, whether directly or through one or more intermediaries. For purposes of this definition “controlled” and “control” mean ownership of more than 50% of the voting capital stock or other interest having voting rights with respect to the election of the board of directors or similar governing authority.

“Agreement” means these General Terms, together with all Product Attachments and Schedules accepted by the parties (as described in the Preamble).

“Classy” means Classy, Inc., with a principal place of business at 815 E Street #121270, San Diego, CA 92101, together with its Affiliates.

“Client” means the individual who accepts this Agreement (as described in the Preamble) and any business entity on behalf of which such individual accepts this Agreement.

“Community Guidelines” means those guidelines set forth at http://www.classy.org/community-guidelines/, which may be updated from time to time.

“Confidential Information” means (a) any proprietary information of a party to this Agreement disclosed by one party to the other that is in written, graphic, machine readable, or other tangible form and is marked “Confidential” or “Proprietary” or in some other manner to indicate its confidential nature; (b) a party’s non-public materials and all other non-public marketing or technical information, even if not marked as confidential, but would reasonably be understood to be confidential; and (c) all non-public information collected or developed by a party regarding its customers that would reasonably be understood to be confidential. Confidential Information also includes oral disclosures if that information would reasonably be understood to be confidential from the context of disclosure.

“Documentation” means the user instructions, release notes, manuals, or on-line help files in the form generally made available by Classy, regarding the use of the applicable Product, as updated by Classy from time to time.

“Effective Date” with respect to this Agreement and any individual Schedule or Product Attachment means the date that Client accepts this Agreement or such individual Schedule or Product Attachment (as specified in the Preamble).

“Export Laws” means export control laws and regulations of the countries and/or territories in which Classy operates or in which the Products are used, accessed, or from which the Products are provided.

“Feedback” means any idea, suggestion, feedback, and/or proposal provided by Client to Classy related to the Products.

“General Terms” means this document, exclusive of Product Attachments and Schedules.

“Hardware” means computer hardware, equipment, and/or utilities supplied by Classy pursuant to a Schedule.

“Integration” means an integration between the Protected Materials with Third Party Products that causes the Protected Materials and Third Party Products to interact by sharing data and/or creating interoperability.

“Intellectual Property” means any and all intellectual property and proprietary rights (in whole or in part) recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed, or recorded, including inventions, technology, patent rights (including patent applications, divisions, and disclosures), copyrights and all works of authorship (whether or not copyrightable), moral rights, trade secrets, trademarks and other indicators of source (and the goodwill associated therewith), service marks, trade dress, logos, methodologies, procedures, processes, know-how, tools, utilities, techniques, protocols, various concepts, ideas, methods, models, templates, software, source code, algorithms, tools, utilities, the generalized features of the structure, sequence and organization of software, user interfaces and screen designs, layouts, general purpose consulting and software tools, utilities and routines, and logic, coherence and methods of operation of systems, training methodology and materials, which Classy has created, acquired, or otherwise has rights in, and may, in connection with the Products or the performance of Services hereunder, create, employ, provide, modify, create, acquire, or otherwise obtain rights in, and in each case includes any derivative works, alterations, and other modifications using, incorporating, based on, or derived from the foregoing.

“Platform” means (a) the software as a service which is hosted by Classy or its hosting providers and which is accessed by Client and its users via the internet; (b) Classy’s web sites; and (c) associated services, as more fully described in the applicable Product Attachment.

“Preamble” means the first paragraph of these General Terms.

“Product Attachment” means additional Product-specific terms and conditions set forth in one or more documents referenced in the applicable Schedule.

“Product(s)” means, collectively, the Platform, Services, Third Party Products, and all other services, products, or materials provided by Classy to Client under the terms of this Agreement.

“Professional Services” means the implementation, site planning, configuration, integration, and deployment of the Platform, project management, and other consulting services.

“Protected Materials” means Products, except for Third Party Products.

“Schedule” means the document, schedule, quote, pricing form, statement of work, web page, order form, or similar document and the terms and conditions contained therein “accepted” (as described in the Preamble) by the parties that describes order-specific information, such as a description of Products ordered, term, features, options, license details, and fees.

“Services” means, collectively, (a) Professional Services; (b) Support Services; and (c) any other services set forth in a Schedule. Client expressly agrees that Classy will not solicit on Client’s behalf, nor will Classy provide any professional fundraising consulting services, advise, consult with, prepare, manage, or plan any charitable solicitation or fundraising activity, and Classy is not a party to any pledge or donation made using the Platform.

“Support Services” means the provision of technical assistance and any training for the Platform or Hardware as further described in an applicable Product Attachment and/or Schedule.

“Taxes” means any and all applicable taxes, including sales, use, excise, withholding, assessments, stamp, transfer, value-added, duties, tariffs, export charges, import charges, and other taxes or assessments (however designated) imposed by any foreign, federal, provincial, state, or local governmental authority upon or applicable to Products arising out of this Agreement, other than those based on Classy’s net income.

“Third Party Products” means those services or products provided by a third party which may be made available for Client and other customers of Classy in connection with use of the Protected Materials. The foregoing may include third-party software as a service, payment processing services, Hardware, firmware and/or software products, including updates and enhancements thereto, if any, together with all user manuals and other documents accompanying the delivery of the Third Party Products. Third Party Products may be made available directly by such Third Party Product provider or by Classy, if set forth in a Schedule.

“Third Party Terms” means the end user agreement, if any, that is provided in connection with the Third Party Products, which governs the use of or access by Client to the applicable Third Party Products.