This Agreement is subject to change without notice. It is your responsibility to check this page frequently for any revisions, the most recent date of which will appear at the bottom of the page.
Certain terms used in this Agreement and not otherwise defined will have the following meaning:
"Keela" means the application, features, and services we make available to users, including through (a) our website at https://www.keela.co, https://ca.keela.co, and any other Networks for Change branded or co-branded websites (including sub-domains, international versions, and mobile versions); (b) our Platform; and (c) other media, devices, or networks now existing or later developed.
"Content" means the content and information that you post on Keela, including information about you and the actions you take.
"Us", "we", and "our" means Networks for Change, Keela, and/or its affiliates.
"Post" means post on Keela or otherwise make available to us.
"Use" means use, copy, publicly perform or display, distribute, modify, translate, and create derivative works of.
“You” means you or anyone logging in through your profile.
3. Sharing Your Content and Information
You and your organization own all of the content and information that you Post on Keela, whether that information is private to your organization or publicly available. In order for us to use certain types of content and provide you with Keela, you grant us a perpetual, non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use all Content that you post on Keela (the "IP License"). NFC will protect your privacy and the confidentiality of this information. The IP License allows us to aggregate, sell, publish, or use (in any way) this information, so long as your identity and data and your organization’s identity and data are kept confidential.
When you delete Content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed content may persist in backup copies (but will not be readily available to others).
We always appreciate your feedback or other suggestions about Keela, but you understand that we may use them without any obligation to compensate you for them (just as you have no obligation to offer them).
We are not responsible for the accuracy of any user-generated content. All information submitted on, or posted to, Keela is done at the user’s own risk.
4. No Warranty
Although NFC will take all reasonable steps to provide error-free and continuous service on Keela, NFC does not represent, warrant, or guarantee that the database service will be uninterrupted or error-free. As a result, the database service is provided “as is”, without warranty of any kind. NFC disclaims all warranties, either expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and infringement.
5. Safety and Ethical Use
We do our best to protect the Keela user experience, but we cannot guarantee it. We need your help in order to do that. You agree that:
- You will not send or otherwise post commercial communications through unsolicited/unauthorized/unsanctioned means to users (such as what is commonly known as ‘spam’).
- You will not violate any local, national, or international laws, including spam laws.
- You will not collect users' information, or otherwise access Keela, using any automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission.
- You will not upload viruses or other malicious code to any Networks for Change-run website or application.
- You will not solicit login information of or access an account belonging to someone else.
- You will not bully, intimidate, or harass any user through the use of Keela.
- You will not sell illegal goods or services.
- You will not use, distribute, or post on Keela any content that you do not have rights to use.
- You will not misrepresent your name or the name of your organization to NFC, on Keela, or to the general public, in any way.
- You will not accept donations if you are not a nonprofit organization, charity, or other public good body.
- You will not misrepresent to NFC, or the general public, about the legal, nonprofit, charity, or other status of your organization; this includes, but is not limited to, your representation to NFC or the public about government recognition or status as a registered charity (in Canada with the Canada Revenue Agency), a registered charity or registered nonprofit (in Australia with the Australian Tax Office and/or the Australian Charities and Not-for-Profits Commission), a registered 501(c)(3) (in the United States with the Internal Revenue Service), or any other local, provincial, state, or nationally recognized tax-exempt status.
- You will not lie about any tax-deductible status that your organization has, be it local, federal, or international.
- You will not Post Content that is hateful, threatening, pornographic, prejudicial, or that contains nudity or graphic or gratuitous violence.
- You will not develop or operate a third party application containing, or advertise or otherwise market, mature content that is not related to your organization without appropriate age-based restrictions.
- You will not use Keela to do anything unlawful, misleading, malicious, or discriminatory.
- You will not facilitate or encourage any violations of this Agreement.
- At any time, NFC may ask you or your organization to provide documentation proving the legal or other status of your organization. Failure to comply with these requests could lead to suspension or being deleted from Keela.
While NFC states that all paid subscriptions include “unlimited emails” and “unlimited storage”, this is subject to a reasonable use policy. If, at any time, NFC, or any of its affiliates, determines that user or organizational use of Keela is unreasonable, NFC reserves the right to suspend, cancel, or delete your account. Such a decision is at the full and total discretion of NFC or any of its affiliates. While we endeavor to give ample notice or warnings, for a breach of the reasonable use policy, no notice is required for a suspension, cancellation, or deletion of your account.
In the event that we feel that you are violating any part of these Terms of Service, we reserve the right to suspend, cancel, or delete your account, without any notice. NFC may elect to give you a warning about a breach of these terms but we are under no obligation to do so.
6. Registration and Account Security
Keela users provide their real names and information, and we need your help to keep it that way. To maintain the security of your account, you agree:
- You will not provide any false personal information on Keela, or create an account for anyone other than yourself without permission.
- You will keep your contact information accurate and up-to-date.
- You will not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account.
- You will not transfer your account to anyone without first getting our written permission.
- We retain the right to delete any accounts that we deem to contain false information.
We strive to provide an enjoyable online experience for our users so we may monitor activity on Keela to ensure that users are complying with this Agreement. You agree to such monitoring. Nevertheless, we do not make any warranties or guarantees that: (1) Keela, or any portion thereof, will be monitored for accuracy or unacceptable use; (2) apparent or posted statements of fact are indeed statements of fact or that such statements of fact will be authenticated; or (3) we will take any specific action (or any action at all) in the event of a dispute between users and Networks for Change regarding compliance or non-compliance with this Agreement.
8. Protecting Other People's Rights
We respect other people's rights, and expect you to do the same. You agree that:
- You will not Post Content or take any action on Keela that infringes on someone else's rights or otherwise violates the law.
- We can remove any Content you post on Networks for Change if we believe that it violates this Agreement.
- If we removed your Content for infringing someone else's copyright, and you believe we removed it by mistake, we will provide you with an opportunity to appeal.
- If we have any reason to believe that you are infringing other people's intellectual property rights, we can disable your account at any time, at our discretion. We can also remove the infringing content at our discretion.
- You will not use our copyrights or trademarks without our written permission.
- You will not Post anyone's identification documents or sensitive financial information on Keela.
- Other than connecting to Service Provider's servers by http requests using a Web browser, you will not attempt to gain access to a service provider's servers by any means - including, without limitation, by using administrator passwords or by masquerading as an administrator while using Keela or otherwise.
9. Payment and Charges
User or a user’s organization agrees to pay for use of Keela and for all additional services agreed upon in accordance with the prices set forth at the time of purchase. If the number of records within Customer’s database, or number of users, exceeds the monthly pricing tier chosen at time of signing up, the user will be notified and the monthly pricing tier will be adjusted in accordance with the current market price. Reoccurring monthly charges are due within fifteen (15) days from the agreed-upon monthly payment date. Payment for all one-time projects and training are due seven (7) days before services are rendered. Charges are non-refundable, absent breach of this Agreement by NFC. All prices, statements, invoices, and charges are in United States Dollars (USD), Canadian Dollars (CAD), or Australian Dollars (AUD), as indicated.
Prices and fees for use of Keela are subject to change without notice.
If a user or a user’s organizations fails to pay, NFC reserves the right to prevent access to a user’s content, without notice.
10. GST or HST Exemption
Users located outside of the country of Canada agree and certify that, as of the date of accepting these Terms of Service, they are not residents of Canada for the purpose of the Excise Tax Act (Canada) and that they are not registered under the Excise Tax Act (Canada). If a user’s residence changes or they become registered under the Excise Tax Act (Canada), that user agrees, within fifteen days, to notify NFC of this change.
For the case of organizations, as of the date of accepting these Terms of Service, users registering on behalf of an organization agree that they are an authorized individual of the organization, under its representative law, and this authorized user certifies that the organization is neither a resident of Canada for the purpose of the Excise Tax Act (Canada), nor is registered under the Excise Tax Act (Canada). In the event that an organization’s status changes under the Excise Tax Act (Canada), they agree to notify NFC of this change, within fifteen (15) days.
11. Third-Party Software, APIs, and Integration
NFC, from time to time, uses third-party libraries, APIs, plug-ins, open source code, and other software or integrations. Users understand that, while we do our best to ensure that these are always functioning, we are not responsible for them in any way and we reserve any liability thereto.
12. Information for Contributors for Publicly Available Content
All users, contributing to publicly available content, are required to grant broad permission to the general public to re-distribute and re-use their contributions freely, as long as the use is attributed and the same freedom to re-use and re-distribute applies to any derivative works.
As an author, you agree to be attributed in any of the following manners: (a) through a hyperlink (where possible) or URL to the article or articles you contributed to; (b) through a hyperlink (where possible) or URL to an alternative, stable online copy of the article which is freely accessible, which conforms with the license, and which provides credit to the authors in a manner equivalent to the credit given on this website; or (c) through a list of all authors. (Any list of authors may be filtered to exclude very small or irrelevant contributions.)
If you import text under a compatible license which requires attribution, you must, in a reasonable manner, credit the author(s). Where such credit is commonly given through page histories (such as Wikimedia-internal copying), it is sufficient to give attribution in the edit summary, which is recorded in the page history, when importing the text. Regardless of the license, the text you import may be rejected if the required attribution is deemed too intrusive.
13. Limitation of Liability
The provisions of paragraph 13 shall apply to any action at law, in equity, or arbitration:
(a) NFC’s total liability, if any, with respect to the subject matter of this Agreement (including but not limited to liability arising out of contact, tort, strict liability, breach of warranty, or otherwise), is limited to charges collected by NFC under this Agreement in the twelve month period immediately preceding to the initial act, injury, or occurrence that gave rise to the liability;
(b) NFC shall not be liable for any loss of profits or revenue, special, punitive, incidental, or consequential damages in any action arising out of the subject matter of this Agreement, specifically including but not limited to loss or corruption of customer data, whether or not foreseeable and even if NFC has been advised or had previous knowledge of the possibility of such damages;
(c) NFC shall not be liable for failure to perform due to reasons of force majeure, including but not limited to, acts of God, the public enemy, any government or agency thereof, fires, floods, epidemics, quarantine restrictions, strikes, work stoppages, freight embargos, severe weather, differences with workmen, restrictions imposed by governmental agencies, war, hostilities, riot, rebellion, delay in or lack of transportation facilities, inability to secure materials, power failure or fluctuation, the inability of any entity to connect to the Internet, or any other reason beyond the control of NFC;
(d) NFC is not liable in whole or in part for a breach of any covenant, representation or warranty of any third party that Keela may use for the purposes of, but not limited to, APIs, plug-ins, or integrations;
(e) NFC is not liable for any fraud, penalties, or any misleading of donors, users, government agencies, or the general public about an organization’s charity, nonprofit, 501(c)(3) or other tax-exempt status. We mere provide a service to users and organizations, and take no responsibility in any funds that are processed through Keela or any NFC platform;
(f) Any proceeding to resolve or litigate any dispute in any forum relating to this Agreement shall be conducted solely on an individual basis. Neither Party shall have any dispute heard as a class action or in any other proceeding in which either Party acts or proposes to act in a representative capacity. The provisions of this paragraph shall apply to any claims brought against Customer by a third party for damages based on an improper license grant of Keela to users.
14. Reliance on Compliance Under Local Laws and Regulations
While we work hard to continue to support customers in jurisdictions all across the world, NFC does not represent, warrant, or guarantee that our products are always compliant with current corporate, anti-spam, charity, nonprofit, society, or any other laws in your given jurisdiction. This includes, but is not limited to, the Internal Revenue Service (US), the Canada Revenue Agency, the Australian Tax Office (Australia), Her Majesty's Revenue and Customs (UK), Inland Revenue (New Zealand). We strongly recommend that before using our products, you confirm that they are compliant with the current laws and regulations of your local jurisdiction(s). NFC is neither responsible nor liable, in any way, for compliance with any local laws or regulations.
NFC is consistently working to make our products better – to make them easier to use, more powerful, and, ultimately, better for our users. This means, from time to time, NFC modifies our product, including, but not limited to, adding or deleting features or functions. NFC does not represent, warrant, or guarantee that any features or functionality will not be modified or deleted. While NFC will always try to give as much warning to you as possible, no notice is required for any changes or modifications to our products, including, but not limited to, about feature changes, feature additions, and deletion of features or functions.
16. Refund Policy
Payments to NFC are nonrefundable. If you wish to terminate your subscription prior to the completion of your subscription, NFC is not obligated to provide any refund following the termination of your subscription. In limited circumstances, NFC may elect to refund customers, in full or in part, pursuant to our Refund Request Policy, which can be found here. While we always strive to serve our customers as best as we can, NFC does not represent, warrant, or guarantee that you will receive a refund, in full or in part.
You will resolve any claim, cause of action or dispute ("Claim") you have with us arising out of or relating to this Agreement, Keela or Networks for Change in a provincial or federal court located in Canada. The laws of the province of Ontario will govern this Agreement, as well as any Claim that might arise between you and us, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in Ontario for the purpose of litigating all such Claims.
If anyone brings a Claim against us related to your actions or your content on Keela, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such Claim.
We try to keep Keela up, bug-free, and safe, but you use it at your own risk. We are providing Keela "as is" without any representations warranties or conditions, expressed, implied, statutory, or otherwise, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee that Keela will be safe or secure. Networks for Change is not responsible for the actions or content of third parties, and you release us, our directors, officers, employees, and agents from any Claims and damages, known and unknown, arising out of or in any way connected with any claim you have against any such third parties. We will not be liable to you for any lost profits or other consequential, special, indirect, or incidental damages arising out of or in connection with this statement, Keela or Networks for Change, even if we have been advised of the possibility of such damages. Our aggregate liability for direct damages arising out of this statement, Keela or Networks for Change will not exceed the greater of one hundred Canadian dollars ($100 CAD) or the amount you have paid us in the twelve months preceding the making of the Claim. If applicable law does not allow the limitation or exclusion of liability or incidental or consequential damages, the foregoing limitation or exclusion may not apply to you. In such cases, Networks for Change’s liability will be limited to the fullest extent permitted by such applicable law.
This Agreement makes up the entire agreement between the parties regarding Keela, and supersedes any prior agreements.
If any portion of this Agreement is found to be unenforceable, the remaining portion will remain in full force and effect.
If we fail to enforce any of this Agreement, it will not be considered a waiver of our rights to enforce such rights in the future.
Any amendment to or waiver of this Agreement must be made in writing and signed by us.
You will not transfer any of your rights or obligations under this Agreement to anyone else without our written consent.
All of our rights and obligations under this Agreement are freely assignable by us to any other person in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise, without any notice to you.
Nothing in this Agreement shall prevent us from complying with the law.
This Agreement does not confer any third-party beneficiary rights.
19. Precedence of English Terms
These site terms are not to be modified. If there is any inconsistency between these terms and any translation into other languages, the English language version takes precedence.
If you do not agree to any of the terms and conditions set out in this Agreement, please exit the Website.
If you are in breach of this Agreement, in any manner, or otherwise create possible legal exposure for us, as determined by us at our sole discretion, we can stop providing all or part of Keela to you. We will generally try to notify you in such instances, but have no obligation to do so. You may also delete your account or disable your application at any time. In all such cases, this Agreement will terminate, but the following provisions will survive such termination: 2-5, 6.
20. Last Updated
December 6, 2018