Terms of Service

1. Who We Are; Agreement to These Terms

KidsCircle (the “Service”) is owned and operated by KidsCatalyst (a limited liability company in formation), together with Kevin Rogers and Marsha Rogers (collectively, “KidsCatalyst,” “we,” “us,” or “our”). Because the KidsCatalyst entity is still being formed, Kevin Rogers and Marsha Rogers hold and may exercise the rights described in these Terms individually and on the entity’s behalf, and these Terms will inure to the benefit of the KidsCatalyst entity upon its formation. These Terms of Service (these “Terms”) form a binding agreement between you and KidsCatalyst.

2. Definitions

• “Service” means the KidsCircle platform, including all websites, applications, features, and related services.
• “Organization” or “Customer” means the nonprofit or other entity that registers for an account and on whose behalf the Service is used.
• “Authorized Users” means the individuals (such as administrators, field staff, and viewers) the Organization permits to access the Service under its account.
• “Sponsors” means the donors or supporters an Organization communicates with through the Service.
• “Customer Data” means all data, content, letters, photos, and information that the Organization or its Authorized Users submit to or generate in the Service, including information about the Organization’s children, staff, and Sponsors.

3. The Service and License

Subject to these Terms and payment of applicable fees, KidsCatalyst grants the Organization a limited, non-exclusive, non-transferable, revocable right to access and use the Service for its internal sponsorship-management purposes during the subscription term. All rights not expressly granted are reserved.

4. Accounts and Authorized Users

To use the Service, the Organization must create an account and provide accurate, current information. The Organization is responsible for configuring roles and permissions for its Authorized Users, for all activity that occurs under its account, and for keeping login credentials and access links confidential. Notify us promptly of any unauthorized access. The Organization is responsible for its Authorized Users’ compliance with these Terms.

5. Acceptable Use

The Organization and its Authorized Users shall not:

• use the Service in violation of any applicable law or third-party right;
• upload unlawful, infringing, or harmful content, or malware;
• access the Service to build a competing product, or copy, reverse engineer, decompile, or attempt to derive its source code or underlying ideas;
• resell, sublicense, or make the Service available to third parties except as expressly permitted;
• interfere with or disrupt the integrity or performance of the Service, or attempt to gain unauthorized access to it; or
• send unsolicited communications through the Service in violation of anti-spam laws.

6. Customer Data

As between the parties, the Organization owns all Customer Data. The Organization grants KidsCatalyst a worldwide, non-exclusive license to host, store, process, transmit, display, and use Customer Data solely to provide and support the Service, to prevent or address technical or security issues, and as otherwise permitted by these Terms and our Privacy Policy. The Organization is responsible for the accuracy, quality, and legality of Customer Data and for having the necessary rights and consents to provide it to us.

7. Privacy, Personal Data, and Children’s Information

The Service is used to manage communications involving children, staff, and Sponsors, and therefore may involve personal information, including information about minors. The Organization acknowledges and agrees that:

• as between the parties, the Organization is the controller of the personal information it submits, and KidsCatalyst processes such information on the Organization’s behalf to provide the Service;
• the Organization is responsible for obtaining all consents and legal bases required to collect, upload, and share the personal information of children, their guardians, staff, and Sponsors, and for complying with all applicable privacy, data-protection, and child-protection laws;
• the Organization shall not upload personal information it is not authorized to share, and shall handle children’s information with appropriate care; and
• our collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference.

KidsCatalyst will use commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, but no method of transmission or storage is completely secure.

8. Subscription Plans, Fees, and Billing

The Service is offered on subscription plans (currently KidsCircle “Seed,” “Grow,” and “Flourish,” plus optional add-ons). The plan, features, and fees applicable to the Organization are those presented at sign-up and on our pricing page, which may be updated from time to time. Unless otherwise stated:

• fees are billed in advance on a monthly or annual basis, as selected by the Organization;
• subscriptions automatically renew for successive terms unless cancelled before the renewal date;
• payments are processed by our third-party payment processor (Stripe); by subscribing, the Organization authorizes recurring charges to its payment method;
• fees are exclusive of taxes, which the Organization is responsible for; and
• we may change fees for a renewal term with prior notice; continued use after the change takes effect constitutes acceptance.

If payment is not received when due, we may suspend or terminate access after notice. Except as expressly stated in these Terms or required by law, fees are non-refundable and there are no refunds or credits for partial periods.

9. Cancellation

The Organization may cancel its subscription at any time through the Service or by contacting us. Cancellation stops future renewals; the subscription remains active through the end of the then-current paid term, after which access ends. See Section 15 regarding data after termination.

10. Intellectual Property

The Service and all intellectual property rights in it are and remain the exclusive property of KidsCatalyst and its licensors, including all software, source code, designs, user interfaces, templates, trademarks, and “look and feel.” Except for the limited rights expressly granted, nothing in these Terms transfers any ownership or intellectual property right to the Organization. The Organization may not use the KidsCircle name, logos, or branding without our prior written consent.

11. Feedback

Any suggestions, ideas, or feedback the Organization or its Authorized Users provide about the Service (“Feedback”) is non-confidential. The Organization assigns to KidsCatalyst all right, title, and interest in and to all Feedback, and KidsCatalyst may use it for any purpose without restriction or compensation.

12. Third-Party Services

The Service may integrate with or rely on third-party services (for example, payment processing, email delivery, and cloud hosting). We are not responsible for third-party services, and your use of them may be subject to their own terms. Availability of the Service may depend on these providers.

13. Confidentiality

Each party may receive non-public information of the other. The receiving party will use such information only to perform under these Terms and will protect it with reasonable care. This does not apply to information that is public, independently developed, or rightfully received without a duty of confidentiality.

14. Warranties and Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, KIDSCATALYST DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. THE ORGANIZATION IS RESPONSIBLE FOR MAINTAINING ITS OWN COPIES OF IMPORTANT DATA.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, KIDSCATALYST AND ITS OWNERS, OFFICERS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, PROFITS, OR GOODWILL. OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID BY THE ORGANIZATION TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

16. Indemnification

The Organization will indemnify and hold harmless KidsCatalyst from any claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) Customer Data; (b) the Organization’s or its Authorized Users’ use of the Service; (c) breach of these Terms; or (d) violation of any law or third-party right, including privacy or child-protection laws.

17. Term, Termination, and Data

These Terms apply while the Organization uses the Service. We may suspend or terminate access for breach, non-payment, or as required by law, and either party may terminate as permitted in these Terms. Upon termination, the Organization’s right to use the Service ends. For a limited period after termination, the Organization may request an export of its Customer Data; after that period, we may delete Customer Data in the ordinary course, subject to legal retention requirements. Sections that by their nature should survive (including intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law) survive termination.

18. Changes to the Service and These Terms

We may modify or discontinue features of the Service, and we may update these Terms from time to time. If we make material changes, we will provide notice (for example, by email or through the Service) and, where appropriate, require re-acceptance. Continued use after changes take effect constitutes acceptance of the updated Terms.

19. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Texas for any dispute arising out of or relating to these Terms or the Service. Each party waives any objection to such venue.

20. General

These Terms, together with our Privacy Policy and any order or plan selection, are the entire agreement between the parties regarding the Service and supersede all prior discussions. If any provision is held unenforceable, the remaining provisions remain in effect. The Organization may not assign these Terms without our consent; we may assign them, including to the KidsCatalyst entity upon its formation or in connection with a merger or sale. Failure to enforce a provision is not a waiver. Neither party is liable for delays caused by events beyond its reasonable control. Notices may be given through the Service or by email.

21. Contact

Questions about these Terms may be sent to hello@kidscircle.net.