Terms & Conditions

Dataro – Terms & Conditions of Use (Global)

Version 3 (November 2024)

These Terms & Conditions

  1. Dataro is providing a software as a service offering (the Dataro Service) comprising:
    1. a platform with a collection of applications and tools to support your fundraising and marketing processes, including propensity modeling, analytics, and segmentation tools;
    2. data integrations with your other tools (such as your CRM or digital marketing tools); and
    3. other associated products and services.
  1. By signing an order form which references these Terms & Conditions or by signing up for any part of the Dataro Service via an online registration form (each, an Order Form), you agree that you accept and will comply with these Terms & Conditions, which together with the Order Form form a binding legal agreement governing your use of the Dataro Service (Agreement). This Agreement is between you and the Dataro entity stated on your Order Form.
  1. Special Conditions may be added to the Agreement by incorporation in an Order Form. If these Terms & Conditions are inconsistent with an Order Form signed by you and agreed by Dataro, the Order Form shall prevail to the extent of the inconsistency. No additional terms or conditions may be imposed on Dataro unless agreed by Dataro in a signed Order Form.

Legal Capacity / Authority

  1. To use the Dataro Service you must have the right and authority to agree to these Terms & Conditions, including, where relevant, the authority of any organization you represent. If you are using the Dataro Service on behalf of a legal entity, you warrant and represent that you are authorized to enter into this Agreement on behalf of that legal entity, which will be bound by this Agreement. In that event, “you” and “your” in these Terms & Conditions will refer to that entity.

The Dataro Service

  1. Dataro will provide you with access to the Dataro Service in accordance with and for the subscription period stated in your Order Form.
  2. Dataro may impose certain limitations on your use of the Dataro Service, depending upon the products and services included in your subscription. This may include limiting your access to certain features. Some limits may be adjusted by upgrading or downgrading your subscription.
  3. You agree to use the Dataro Service only as permitted by these Terms & Conditions and any applicable law or regulation. We make no representation that the Dataro Service (or any part of it) is appropriate or available for use in all locations, at all times, or by all organizations. 
  4. Dataro will provide reasonable support for your use of the Dataro Service during our normal business hours, including online support and a key contact. We may also make available additional professional services, such as technical and support services, where agreed in an Order Form.

Your Account

  1. In order to use the Dataro Service you (and associated end users) must register an account. You agree to provide accurate and complete information when registering an account with us and to keep your information up to date as you use the Dataro Service. 
  2. You are solely responsible for any activity on or through your account (and those of associated end users) and for maintaining the confidentiality and security of your account details and passwords. You agree to immediately notify Dataro of any security breach of your account. Dataro will not be liable for any loss or damage arising from your failure to comply with this provision.

Software Updates

  1. As part of the Dataro Service, you may from time to time receive updates to the software from Dataro. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the software. You agree that Dataro may automatically deliver such updates to you or include such updates as part of the Dataro Service.

Term, Termination & Renewals

  1. The term of each subscription shall be as specified in the applicable Order Form (Subscription Period). Your subscription will automatically renew for additional terms equal to the Subscription Period (each, a Renewal Term), unless otherwise stated in the applicable Order Form or terminated in accordance with this Agreement. 
  2. Fees payable for each Renewal Term will be the same as the previous Subscription Period or Renewal Term unless Dataro has notified you of any price updates at least 45 calendar days period to the start of any Renewal Term, in which case the updated pricing will apply. 
  3. Either party may terminate a subscription by providing the other with written notice at least 30 calendar days before the end of a Subscription Period or Renewal Term, in which case the subscription will terminate upon the expiry of that Subscription Period or Renewal Term.
  4. Either party may also terminate this Agreement by written notice to the other party where: i) the other party commits a material breach of these Terms & Conditions and does not remedy the breach within fourteen (14) days after receiving notice of the breach; or ii) the other party’s business becomes insolvent, goes into liquidation, or has a receiver or manager appointed over any of its assets.

Effects of Termination

  1. Upon termination of your subscription or this Agreement for any reason, you will lose access to the Dataro Service and any portions thereof, including, but not limited to, your Dataro account(s), data integrations, and any data or content generated, published or stored by Dataro.
  2. Termination or expiration of this Agreement or a subscription does not extinguish or otherwise affect any rights of either party accrued prior to termination or the provisions of this Agreement which expressly or by their nature survive termination (including, without limitation, payment terms and provisions concerning ownership, confidentiality, limitation of liability, and warranty disclaimers).

Fees & Payments

  1. You agree to pay Dataro the fees agreed in an Order Form or stated in your renewal notification. Dataro may suspend or terminate your access to the Dataro Service if your payment is late and/or your designated payment method cannot be processed.
  2. All payments are to be made in accordance with the payment schedule and method specified in the Order Form. Unless otherwise agreed, all amounts invoiced are due within thirty (30) days of the date of invoice. By providing your designated payment method, you represent and warrant that you are authorized to use that payment method, that you authorize Dataro (or our third-party processor) to charge your payment method, and that it will cover the full amount of the fees.
  3. Except as expressly stated in an Order Form, payment obligations are non-cancellable and fees paid are non-refundable. Dataro will not issue refunds or credits for any unused portion of your subscription if you cease use of the Dataro Service before the end of your subscription period.
  4. All fees quoted in an Order Form are exclusive of taxes, which Dataro will invoice or charge as applicable, and you agree to pay such taxes applicable to your access to the Dataro Service as determined based on the laws and regulations of the taxing authorities governing your location.

Third Party Services

  1. You acknowledge and agree that parts of the Dataro Service (e.g. Data Integrations) may rely upon tools or services, such as application programming interfaces (APIs), made available by third party providers, such as your CRM provider (Third Party Services). You acknowledge and agree that Dataro is not responsible for the operation of any Third Party Services or the availability or operation of the Dataro Service to the extent dependent upon Third Party Services. You are solely responsible for procuring any and all rights necessary for you to access Third Party Services, for complying with any applicable terms or conditions thereof, and for all fees payable to your third party providers. We do not make any representations or warranties with respect to Third Party Services. Any exchange of data or other interaction between you and a third party provider is solely between you and that provider and is governed by such third party’s terms and conditions.

Your Responsibilities and Warranties

  1. You agree that you will cooperate with Dataro in connection with the performance of this Agreement by making available such personnel, materials, information and assistance as we reasonably require to provide the Dataro Service.
  2. You warrant and represent that:
    1. any Client Materials made available to Dataro, and the use by Dataro of any such materials to provide the Dataro Service, will not infringe the rights (including intellectual property, contract or privacy rights) of any third party;
    2. the Client Materials will not contain any viruses, trojans or other malicious code; 
    3. where you upload or make available to Dataro any databases or Customer Data, you have full legal right and authority to provide such materials to Dataro for use as contemplated in this Agreement, without the need for Dataro to obtain further consent from any third party.
  3. You agree that you will NOT (and will not instruct any third party to):
    1. decompile, reverse engineer, disassemble, convert or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Dataro Service or any software, documentation or data related to the Dataro Service;
    2. attempt to defeat, disable or circumvent any security feature of the Dataro Service;
    3. subscribe or unsubscribe any organization or third party to part of the Dataro Service unless you are expressly authorized by such organization or third party to do so; 
    4. use any content or information generated using the Dataro Service to post, send, transmit or otherwise make available any unsolicited or unauthorized email or SMS messages, promotional materials, junk mail or spam;
    5. upload any personal information of others who have not consented to share such personal information with you; 
    6. plan or engage in any fraudulent or illegal activity; or
    7. copy, distribute, modify or make derivative works of any Dataro Material or use any of Dataro’s Intellectual Property Rights in any way not expressly permitted by Dataro.
  4. Acknowledgements: You expressly acknowledge that:
    1. Dataro has not made any warranty that your use of the Dataro Service will be timely, uninterrupted or error free;
    2. You are solely responsible for your marketing and fundraising communications and their legality under all laws and regulations; and
    3. Dataro has not made any warranties or representations about the success of the Dataro Service in respect of your business, commercial or fundraising performance, or about the performance of any specific marketing or fundraising campaign.

Feedback

  1. Dataro may provide you with the opportunity to submit comments, information, feedback and ideas regarding our company, products or services (Feedback). Any such Feedback will be deemed, at the time of communication to us, the property of Dataro, and Dataro shall be entitled to full rights of ownership, including without limitation, unrestricted right to use or disclose such Feedback in any form and for any purpose without restriction and without compensation to you.

Confidential Information

  1. Each party must take reasonable steps to keep the other party’s Confidential Information confidential at all times. Each party agrees: (a) to take the same security precautions to protect against disclosure or unauthorized use of the other party’s Confidential Information that the party takes with its own Confidential Information, but in no event less than reasonable precautions; (b) not to, without the prior written approval of the other party, disclose the other party’s Confidential Information to any third party or use the Confidential Information otherwise than in accordance with this Agreement; and (c) to procure that its employees and agents, and any subcontractors, do not make public, use or disclose the other party’s Confidential Information other than in accordance with this Agreement.
  2. A party will not be in breach of this clause in circumstances where the Confidential Information is disclosed to its professional advisors who are under an obligation of confidentiality,], where it is legally compelled to disclose the other party’s Confidential Information, or where the Confidential Information: (a) was in the public domain at the time of its provision; (b) became part of the public domain after its provision, otherwise than through a disclosure by the other party or any person to whom the other party has disclosed that information; (c) is independently developed by the other party without the use of the disclosing party’s information; or (d) is or came lawfully into the possession of the other party otherwise than as a result of a disclosure in breach of an obligation of confidence.
  3. These obligations of confidentiality survive the termination of this Agreement.
  4. Each party will have the right to disclose the existence, but not the terms and conditions, of this Agreement (unless such disclosure is approved in writing by both parties or is made on a confidential basis to potential investors or acquirors). If the Dataro Service includes a CRM Integration, Dataro may also disclose on a confidential basis to the applicable CRM provider the existence of this Agreement and the fees payable, solely for the purpose of calculating any fees payable to the CRM provider by Dataro (e.g. fees payable for allowing Dataro’s CRM Integration). 

Privacy & Customer Data

  1. By using the Dataro Service, you (and any end users) agree to the collection and use of certain information about you and your use of the Dataro Service. Our privacy policy (as may be amended from time to time) sets out in detail how we process the Personal Data of our users. Information collected when you use the Dataro Service may include, without limitation, technical or diagnostic information, which we may use and aggregate to maintain, develop and improve the Dataro Service.
  2. GDPR Data Processing Addendum. Where your use of the Dataro Service includes the processing of Personal Data of data subjects within the United Kingdom or the European Economic Area (EEA), as described in the UK GDPR or Regulation (EU) 2016/679 (General Data Protection Regulation) or any successor legislation, the following additional terms shall apply to such processing and shall be incorporated into these Terms & Conditions, provided and from the date that you sign an Order Form incorporating such terms:
    1. For the United Kingdom, the terms of our UK Data Processing Addendum; and
    2. For the EEA, the terms of our EU Data Processing Addendum,

(each, a DPA).

In such an event, if any provision of the DPA is in conflict with these Terms & Conditions, the provision in the DPA shall be controlling with respect to that particular subject matter. 

  1. You authorize Dataro to collect Customer Data directly from you or your third party providers (such as your CRM or email marketing solution), including via Data Integrations, and to hold, process and use such data for the purposes contemplated in this Agreement. Dataro will maintain reasonable safeguards against the destruction, loss or alteration of, or unauthorized access to, Customer Data in its possession or control.
  2. Each party must: (a) comply with applicable privacy laws; (b) follow the other party’s reasonable directions in relation to any Personal Data provided by the other party; (c) provide reasonable assistance requested by the party disclosing the Personal Data to enable it to resolve any inquiry or complaint relating to the Personal Data; and (d) immediately notify the other party if it knows of or suspects unauthorized use, access to or disclosure of Personal Data or becomes aware that a disclosure of that Personal Data may be required by law.
  3. You acknowledge and agree that, in order to provide the Dataro Service, Dataro utilizes cloud infrastructure provided by Amazon Web Services (AWS) and that Client Materials and Customer Data transmitted to Dataro will be processed and stored on AWS infrastructure with servers physically located in Australia, unless otherwise agreed in writing.

Intellectual Property Rights

  1. Dataro (or our licensors) own all Intellectual Property Rights in the Dataro Material. Nothing in this Agreement transfers any ownership rights or Intellectual Property Rights in the Dataro Material to you. Subject to payment of the applicable fees, Dataro grants to you a limited, non-exclusive, non-transferable license to access and use the Dataro Service as provided or made accessible to you by Dataro for the duration of your subscription. This license automatically expires upon the termination of your Dataro subscription.
  2. You (or your licensors) will own all Intellectual Property Rights in the Client Material. You grant to Dataro a non-exclusive, worldwide, royalty-free right to use and exploit the Client Material for the purpose of providing the Dataro Service to you and otherwise in accordance with this Agreement. You agree that Dataro may identify your company or organization name and/or logo as a Dataro customer on client lists, our website, marketing materials and/or press releases. If you wish to be excluded, let us know by emailing: “hello@dataro.io”.
  3. Information License: You hereby grant to Dataro a perpetual, worldwide, royalty-free, irrevocable, non-exclusive license to store, process, transmit, analyze and use data supplied, uploaded or made available to Dataro (including de-identified or anonymised Customer Data, postcode or location, transaction history, communications history, gender, and age data or information), or other information or data made available to Dataro that does not identify an individual or render them reasonably identifiable, for the purposes of Dataro: (a) refining or improving its statistical models; (b) improving its products and services; (c) developing new products and services; and (d) analyzing, reporting on and publishing information, trends and benchmarks (including industry trends and benchmarks). For these purposes, Dataro may also aggregate or combine this data or information with other de-identified or anonymised data sources (including from other clients).

Indemnity

  1. You shall indemnify and hold harmless Dataro and its affiliates, officers, agents, employees, and directors from all claims, actions, demands and proceedings and all losses, damages, costs, expenses (including reasonable legal fees) and liabilities related thereto arising out of or related to: i) your breach of any warranties made in this Agreement; ii) your violation of any applicable rules, laws or regulations, and ii) your violation of any rights of another. This obligation survives the termination of this agreement and your use of the Dataro Service.

Disclaimer of Warranties

  1. To the maximum extent permitted by applicable law, the Dataro Services is made available to you on an “as is” basis. Subject to the consumer law terms below, Dataro does not make any warranty of any kind, whether express or implied, including any implied warranties of non-infringement, merchantability and fitness for a particular purpose.
  2. In some places there may be non-excludable warranties, guarantees or other rights provided by consumer laws (Consumer Guarantees). Nothing in these Terms & Conditions is intended to exclude, restrict or modify applicable Consumer Guarantees. Except for applicable Consumer Guarantees and other rights you have that we cannot exclude, Dataro is bound only by the express promises made in these Terms & Conditions. Dataro’s liability for breach of a Consumer Guarantee is limited, at our option, to either replacing or paying the cost of replacing the relevant service (unless the Consumer Guarantee says otherwise). 

Limitation of Liability

  1. To the fullest extent permitted by applicable law, Dataro’s total aggregate liability arising out of or related to this Agreement, whether arising in contract, tort (including negligence) or otherwise, shall not exceed the total amount paid by you for access to the Dataro Service in the twelve months immediately preceding the date on which the claim giving rise to the liability arose.
  2. To the fullest extent permitted by applicable law, in no event will either party be liable to the other for any indirect, special, incidental or consequential loss or damage, including any loss of revenue or profit, loss of goodwill, loss of customers or donors, loss of opportunity, loss of anticipated savings, the cost of procurement of substitute goods, services or technology, damage to reputation, and the like, whether an action is in contract or tort and regardless of the theory of liability, even if that party has been advised of the possibility of such loss or damage.

General

  1. Trials & Beta Products: Dataro may offer access to parts of the Dataro Service or to beta products on a trial basis, free of charge. Dataro may terminate any such free trial at its sole discretion. Because of the nature of these free services you use them at your own risk and they are provided “as is” without any warranty of any kind. Where such exclusion of liability is not enforceable under applicable law, Dataro’s liability with respect to the service provided during the free trial shall not exceed US $100.
  2. Backups: You are responsible for maintaining copies or backups of your data and content, including as made available to Dataro. Unless expressly included in an Order Form, Dataro does not supply a backup service and does not guarantee or warrant that any materials made available to Dataro through your use of the Dataro Service will not be subject to inadvertent damage or loss. 
  3. Downtime: We strive to maintain the availability of the Dataro Service, but on occasion need to perform maintenance which may require downtime. We try to minimize any such downtime and, where practicable, will attempt to notify you in advance of any significant downtime. Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using the Dataro Service. If downtime continues for a period of more than 30 days, you may terminate this Agreement by notifying us in writing and receive a pro-rata refund for the unused portion of your subscription. 
  4. Anti-Bribery: You and Dataro (as applicable) will give prompt written notice to the other of: i) any request or demand for any improper financial or other advantage received by it under or in connection with this Agreement, and; ii) any improper financial or other advantage it gives or intends to give whether directly or indirectly in connection with this Agreement. You and Dataro will each provide assistance and information to the other, as the other may reasonably request, to enable compliance with any activity or action required by any government, regulatory entity or agency in any relevant jurisdiction for the purpose of verifying each of your and Dataro’s compliance (as applicable) with any applicable anti-bribery, anti-corruption or anti-slavery laws
  5. Entire Agreement: This Agreement forms the entire agreement between you and Dataro governing your use of the Dataro Service, superseding any prior agreements between you and Dataro, which are hereby terminated and of no further force or effect. This Agreement may only be amended in writing and signed by both parties, except as otherwise provided herein.
  6. Changes to these terms: We may revise these Terms & Conditions from time to time. Revisions will not apply retrospectively, however you should review these Terms & Conditions whenever entering into a new Order Form or renewing your subscription. You can keep track of changes to our Terms & Conditions by referring to the version and the date last updated at the top of the terms. 
  7. Interpretation: Words like ‘include’ and ‘including’ are not words of limitation.
  8. Events outside our control: Dataro will not be liable to you for any failure or delay in performance of any of our obligations under this Agreement arising out of any event or circumstance beyond our reasonable control.
  9. Dispute Resolution: Except where a party seeks urgent interlocutory relief, if a dispute arises in relation to this Agreement the parties must use their best endeavours to resolve the dispute through informal discussions within ten (10) days after written notice of the dispute is received. If the dispute remains unresolved after this time, the parties shall endeavour to settle the dispute by mediation before having recourse to arbitration or litigation.
  10. Our Relationship: Nothing in these Terms & Conditions is intended to or does create a partnership, agency, employment or fiduciary relationship between Dataro and you. 
  11. Assignment: You may not assign any rights or obligations under this Agreement, in whole or in part, to any third party without the prior written consent of Dataro. Dataro may transfer and assign any of its rights and obligations under this Agreement with written notice to you. 
  12. Waiver: Any waiver of any provision of these Terms & Conditions will only be effective if in writing and signed by Dataro. Failure by Dataro to exercise or enforce any right or provision shall not constitute a waiver of that right or provision. 
  13. Severability: If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down and amended so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from these Terms & Conditions without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect. 
  14. Notice: Any notice you send under this Agreement must be sent to hello@dataro.io. Any notice we send to you will be sent to the email address stated in an Order Form or as directed by you in writing.
  15. Governing Law: This Agreement shall be governed by and is to be construed in accordance with:
    1. where the Dataro contracting entity stated in an Order Form is Dataro Ops Pty Ltd, the laws of Australia and the state of New South Wales;
    2. where the contracting entity stated in an Order Form is Dataro Limited, the laws of England and Wales; or
    3. where the contracting entity stated in an Order Form is Dataro Inc, the laws of the United States and the state of California (except that body of law concerning conflicts of law),

In each case, the parties submit to the exclusive jurisdiction of the courts of the location stated and any courts competent to hear appeals from those courts.

Definitions

In these Terms & Conditions, the following terms have the following meanings:

“Client Material” means any material or content owned by you or your licensors or made available to Dataro by you or on your behalf in connection with this Agreement, including, without limitation, your logos, trade marks, documents, information, Customer Data and data.

“Confidential Information” means any information relating to a party or its related entities or clients, its products, business methods, systems, software, finances, strategies, trade secrets, client lists, and other information which, by its nature or the way it is disclosed, could reasonably be expected to be regarded as confidential, but excludes any information already in the public domain. 

“Data Integration” means Dataro’s software, applications and processes used to facilitate the transfer of data between your third party providers (e.g. your CRM) and Dataro.

“Customer Data” means data about your customers or donors as made available to Dataro.

“Dataro”, “we”, “our” or “us” means the Dataro entity with whom you contract as stated in your Order Form. In the USA this is Dataro Inc (EIN 87-2061734). In the UK this is Dataro Limited (Company Number 13892440). In Australia this is Dataro Ops Pty Ltd (ABN 45 623 149 173).

“Dataro Material” means the Dataro Service and any other materials, documents, content, proprietary tools, software, applications, methodologies, models, systems and property, including know-how, owned or developed by Dataro or our related entities, along with any improvements or modifications.

“Intellectual Property Rights” means all present or future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trademarks, service marks, trade names, domain names, designs, confidential information and similar industrial, commercial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for the registration of such rights, and whether existing in the United States, United Kingdom, Australia or otherwise. 

“Personal Data” has the meaning given under applicable privacy legislation.“You” or “your” means the party entering into this Agreement with Dataro as stated in an Order Form.