General Terms of Service

Introduction

The following terms & conditions (the “Terms”) are incorporated into and are material terms and conditions of each order form, online transaction, schedule, exhibit, proposal, statement of work, or other executed agreement (each, a “Service Agreement”) entered into by CauseLabs, PBC, a Texas Public Benefit Corporation, doing business as CauseLabs, Launch for Good, SwitchWP, WP Client Reports (“CauseLabs”, “we”, “us, “our”), and you, our customer (“Customer”, “Client”, “you”, “your”).

In the event of any conflict between these Terms and a Service Agreement, the terms of the Service Agreement shall prevail.

Agreement

By executing the Service Agreement to which these Terms are attached or by which they are referenced, you agree to become bound by all of the terms and conditions contained herein, the Service Agreement to which they are attached or by which they are referenced, and any other terms, exhibits, schedules, or addenda which are referenced by any of the preceding (collectively, the “Agreement”).

This Agreement is deemed to be fully executed upon your signing of the Service Agreement or your submission of a completed order form or online transaction in which you have acknowledged and accepted the Terms.

These Terms supersede all previous contracts, proposals, agreements, negotiations, and other written, electronic, or oral communications between you and CauseLabs with respect to the services provided hereunder.

If you do not agree to all the terms and conditions of this Agreement, then you may not access or use any of our services.

We may update these Terms from time to time at our sole discretion; the current version may be found at: https://www.causelabs.com/policies/tos/. In the event of any material change, we will notify you. Your continued use of our services following such updates constitutes your acceptance of the same. If you do not agree to the terms of any modification, you may terminate the Agreement in accordance with the Termination section below.

Services

CauseLabs offers many services, including but not limited to website and application design and development, website management, maintenance and support, website hosting and hosting management, search engine optimization and consultation, digital marketing consultation, website analytics reporting and consultation, copywriting, digital project management, and other ancillary services related to the preceding as described in the applicable Service Agreement (the “Services”).

We will provide the Services as described in the applicable Service Agreement in accordance with the terms of the Agreement.

You acknowledge that we may engage third-parties to provide or enable elements of the Services, provided that we are responsible to you for the performance of such third-parties as if we performed the Services ourselves.

You shall use the Services solely for the intended purpose in accordance with the Agreement and CauseLabs’ Acceptable Use Policy (the “AUP”, available at https://www.causelabs.com/policies/aup/ and incorporated herein by reference).

You shall provide us with all information, assistance, and materials reasonably required for our ongoing provision of the Services.

The scope of Services provided under the Agreement may be amended by any reasonable means showing mutual agreement between the parties, including click-through terms, email approvals, or support ticket communications. Any associated fees will be clearly provided to you before you agree to any such change.

From time to time, we may provide replacements for certain components of the Services or cease supporting them altogether. No such replacement or end of life shall constitute a breach of the Agreement.

Use of our Services may require you to create a user account for certain components of the Services. You agree to provide complete and accurate information when you register for an account. You will be solely responsible and liable for any activity that occurs under your username. You are responsible for keeping your password secure.

You agree that we may automatically upgrade our Services, and these terms will apply to any upgrades.

Our Services are not directed to children, and access and use of our Services is only offered to users 18 years of age or older. If you are under 18 years old, please do not register to use our Services. Any person who registers as a user or provides their personal information to our Services represents that they are 18 years of age or older.

By activating or using a third-party theme, plugin, or service from our product directories, you agree to that third party’s terms of service. You can opt out of their terms of service at any time by deactivating the theme, plugin, or service.

Website Management Services

Our website management services are certain components of the Services, including but not limited to website maintenance, care plans, and support activities such as website security hardening, software updates, backups, uptime monitoring, and other add-on services such as website hosting (collectively, the “Website Management Services”).

Additional terms and conditions related to our Website Management Services may be found in the Website Management Terms of Service (the “Website Management Terms”, available at https://www.causelabs.com/policies/website-management-tos/ and incorporated herein by reference).

Term and Termination

Upon expiration of the initial term of the Service Agreement, the Agreement will renew for successive terms, each equal to the immediately preceding term (each a “Renewal Term”), unless either party notifies the other in writing of its intent not to renew no later than 30 days prior to the expiration of the then-current term.

Customer may terminate the Agreement prior to the end of the current term: (i) if we materially breach the Agreement and fail to cure such breach within 10 days of your notice to us; (ii) if you provide us with at least 30 days notice; or (iii) for any other cause stated herein.

CauseLabs reserves the right to refuse, restrict or terminate the Services to any customer for any reason.

Upon termination, we will provide you with a prorated refund of any unused Service Fees paid annually in advance for Services beyond the date of termination, not including Website Management Services (adjusted for any discounts that are rendered void due to such termination and any other amounts which you owe).

WE DO NOT OFFER REFUNDS FOR INITIAL DEPOSITS OR WEBSITE MANAGEMENT SERVICES.

Service Fees

The fees for our Services shall be set forth in the applicable Service Agreement (the “Service Fees”).

You agree to pay the Service Fees according to the payment terms set forth in the applicable Service Agreement. If no payment schedule is specified, the Service Fees shall be due in full upon execution of the Service Agreement, except for usage or overage fees which are invoiced monthly in arrears or, when applicable, according to the Website Management Terms.

If the Service Agreement sets any limit on your use of the Services (such as the number of visitors or bandwidth limits) and that limit is exceeded, you will be responsible for the applicable overages.

You agree to pay any applicable sales and excise taxes that we are required to collect unless you provide us with a valid tax exemption certificate.

If you elect to make any payment via wire or credit transfer, then you are responsible for any applicable transfer fees. 

All applicable overages, taxes, and transfer fees will be added to the Service Fees. 

Service Fees applicable to any Renewal Term will be at our then-current rates, provided that we have notified you of any applicable increase prior to the date by which you may opt out of the renewal.

All Service Fees are payable in United States (U.S.) Dollars and are non-refundable except as expressly stated herein.

Invoices

You agree to the issue and acceptance of invoices in electronic format. We will invoice you immediately upon execution of the Service Agreement and on each renewal date thereafter. Invoices will be sent to the billing contact you designate in the Service Agreement or our account management portal.

Customer shall have thirty (30) days in which to dispute any invoice, after which time the invoice shall be deemed correct.

Payments

If you elect to pay via credit or debit card, we will charge the provided credit or debit card immediately upon submission and on each renewal date thereafter, up to one week prior to the due date. If you elect to pay by any other method, payments are due 10 days from your receipt of the applicable invoice.

CauseLabs will assess a three percent (3%) surcharge on all credit card transactions. Customer payments made by check or electronic funds transfer (ACH) shall not be subject to the surcharge.

It is your responsibility to maintain accurate and up-to-date billing details and ensure the Fees are paid by the due date. If you fail to maintain accurate and up-to-date billing details, your account may be suspended until such details are provided.

If you become overdue on any Service Fees, we may: (i) charge a late fee on the unpaid balance at the lesser of 1.5% per month or the maximum lawful rate permitted by applicable law, (ii) suspend delivery of the Services, and (iii) terminate the Agreement in accordance with the Terms.

Customer agrees to pay all costs of collection related to unpaid Service Fees, including reasonable attorney’s fees, as additional sums owed under this Agreement. 

Customer acknowledges and agrees that if a check tendered for payment is not honored by the bank for non-sufficient funds (“NSF”), it will not be re-deposited. If the bank does not clear the check, the Customer will incur a fee of returned check fee of $30 (the “NSF Fee”). The Customer must immediately send a certified check or money order for the amount due, including the NSF Fee, to CauseLabs. 

Terms and conditions related to payment for Website Management Services are found in the Website Management Terms.

In the event of any conflict between these Terms and the Website Management Terms, the Website Management Terms shall prevail for payments related to Website Management Services.

Customer Content

You assume sole responsibility for your content, including but not limited to the text files, images, photos, videos, sounds, or other materials or works of authorship belonging to you or your end users that you cause to be stored within the Services, excluding the information about you which is required by us in order to provide the Services to you (collectively, the “Customer Content”).

Customer assumes sole responsibility for (i) acquiring any authorization(s) necessary for hypertext links to third-party websites; (ii) the accuracy of materials on the Website, including, without limitation, Customer Content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted; and (iii) ensuring that the Customer Content does not infringe or violate any right of any third party.

CauseLabs does not intend to and shall have no obligation to systematically monitor the content that is submitted, stored, distributed or disseminated by you via the Services. Any violation of the AUP may result in the immediate cancellation or suspension of any or all Services without warning.

CauseLabs shall respond to notices of alleged copyright infringement if they comply with the law and are reported in accordance with our Digital Millennium Copyrights Act Policy (“DMCA Policy”, available at https://www.causelabs.com/policies/dmca/). Our response to such notices may include, as required or appropriate, removing the infringing content or disabling all links to the infringing content. We will terminate the Customer’s access to and use of the Services if the Customer is determined to be a repeat infringer of the copyrights or other intellectual property rights of CauseLabs or others. In the case of such termination, CauseLabs will have no obligation to provide a refund of any amounts previously paid to CauseLabs.

Proprietary Rights

Customer Content is and remains your exclusive property, and we claim no rights whatsoever in the Customer Content except to the extent explicitly granted herein. For the duration of the Agreement, you hereby grant to us, our affiliates, providers of Third-party Services, and subcontractors a non-exclusive, fully-paid, royalty-free, fully sub-licensable, transferable, worldwide license to use, modify, publicly perform, publicly display, reproduce, prepare derivative works of, and distribute the Customer Content (in whole or in part) solely and strictly to the extent required to provide the Services to you under the terms of the Agreement.

We and our licensors own and shall continue to own all rights, titles, and interests in and to the Services and the systems and networks used to provide such Services, including all system-generated data (e.g. performance data), modifications, improvements, upgrades, derivative works, and all intellectual property rights in and to any of the foregoing. Except for the express rights granted herein, we do not grant any other licenses, express or implied, to any of our intellectual property, including software, services, licenses, or products.

Confidentiality

CauseLabs and Customer agree to preserve the confidential nature of the information disclosed by one party to the other, directly or indirectly, in writing, orally, or by inspection of tangible objects, that should be reasonably understood to be confidential by its particular identification or designation, the circumstances of its disclosure, or the nature of the information itself (the “Confidential Information”).

Confidential Information does not include information which, at such time: (i) is generally known or available to the public without breach of the Agreement by the receiving party; (ii) is rightfully disclosed to the receiving party without restriction as to further use or disclosure; or (iii) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession. Confidential Information is and shall remain the property of the disclosing party (or its licensors, as applicable), and no rights are granted to the Confidential Information other than those rights expressly granted in the Agreement.

Notwithstanding the foregoing, either party may disclose the other party’s Confidential Information to the limited extent such disclosure is required by law, legal process, or court order, including any requirement under applicable data privacy regulations that a notice of data breach is given to a supervisory authority or regulatory agency. Information disclosed for these reasons will not cease to be Confidential Information. To the extent practicable, a party will provide prompt notice of any such required disclosure and shall cooperate with all reasonable efforts by the disclosing party to minimize or exclude the Confidential Information from such disclosure. Upon termination or expiration of the Agreement for any reason, any license granted herein to use the Confidential Information shall terminate immediately, and each party will either return or destroy any Confidential Information in its possession that belongs to the other party, or it shall continue to protect the Confidential Information in accordance with the Agreement for as long as it is retained as part of that party’s customary business practices. Notwithstanding any other terms to the contrary herein, each party will have the right to seek an injunction in any court of competent jurisdiction to prevent a breach or threatened breach of confidentiality.

We may solicit, and you may provide feedback about the Services. If you provide feedback, you agree that such feedback is provided freely. Except to the limited extent such feedback contains any of your Confidential Information, we are free to use and disclose such feedback for any purpose without accounting to you or any other person, and we shall own all right, title, and interest in and to such feedback along with any changes, modifications, or upgrades we make to our current products or services and any new products or services that we develop using the feedback you provide.

Security and Data Privacy

You acknowledge that we are not responsible for any loss or harm suffered by you resulting from a security breach incident. You are responsible for determining whether the Services meet applicable regulatory standards and otherwise comply with your own security requirements. You agree to configure your use of the Services in such a way as to maintain the security of the Services and our network (e.g. by only uploading properly licensed software and content that has been demonstrated to be secure and not sharing passwords).

Should we determine that our network has been accessed in an unauthorized manner and that unauthorized access impacts your Services, we agree to notify you as soon as reasonably practicable after we have investigated the unauthorized access and fulfilled our legal obligations. Likewise, you agree to notify us should you identify unauthorized access to the Services.

Our privacy policy can be found at ​​https://www.causelabs.com/policies/privacy/.

Where applicable under the data privacy laws of the European Union and its member states, we are the data controller for the personal data belonging to you which is provided or made available to us through our account management portal.

For all other personal data collected by you from your employees, customers, or end users or otherwise stored, transferred, or processed by any part of the Services, we are the data processor. Where we are the data processor, we will use such personal data only as instructed by you or as required by law, and not for any other purpose.

In all cases, the Customer and CauseLabs agree to comply with the terms and obligations of the Data Privacy Addendum (the “DPA”, available at https://www.causelabs.com/policies/dpa/ and incorporated herein by reference) throughout the duration of the Agreement.

Warranties

Each party represents and warrants that (i) it has the power, authority, and legal right to enter into the Agreement, perform the obligations, and grant the licenses set out herein; and (ii) it will comply with all laws and regulations applicable to its performance under the Agreement.

Indemnification

You agree to indemnify, defend, and hold harmless CauseLabs; its affiliates, subsidiaries, and vendors; and their respective officers, directors, agents, and employees from and against any and all liabilities, obligations, losses, damages, penalties, fines, amounts in interest, and other expenses (including reasonable attorney fees) in connection with any of our Services provided to you. We reserve the right to control the defense of any indemnified matter under this paragraph and approve any proposed settlement. You agree to pay us any amounts due under this paragraph as they are incurred.

Limitations

Although we may perform regular backups of your site and Customer Content (as described in the applicable Service Agreement), we do not guarantee there will be no loss or corruption of data. Corrupt or invalid backup points may be caused by, among other things, content that is corrupted prior to being backed up or that changes during the time a backup is performed. We will provide support to you and attempt to troubleshoot any known or discovered issues that may affect your backups, but you acknowledge that we have no liability related to the integrity of your backups or the failure to successfully restore your content to a usable state. You agree to maintain a complete and accurate copy of any Customer Content in a location independent of the Services.

EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, NEITHER party MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND CAUSELABS AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR-FREE SERVICE, AVAILABILITY, ACCURACY, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. OTHER THAN AS EXPRESSLY SET OUT IN THE AGREEMENT, THE SERVICES ARE PROVIDED AS-IS, AS AVAILABLE, AND WITH ALL FAULTS.

IN NO EVENT SHALL OUR LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT FOR ANY REASON (INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY) EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID OR OWED BY YOU TO US IN THE 3 MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL WE OR OUR LICENSORS HAVE ANY LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, NOR ANY COVER OR LOST PROFITS, HOWEVER CAUSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE AGREEMENT WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE WEBSITE MANAGEMENT TERMS SET OUT YOUR SOLE REMEDIES FOR DOWNTIME, UNAVAILABILITY, OR OTHER SERVICE AVAILABILITY FAILURES.

The limitations in this section do not apply to the extent prohibited by applicable law or to your payment obligations for the Services provided.

General Provisions

1. Assignment. Neither party may assign the Agreement, in whole or in part, without the other party’s prior written consent except in connection with a merger, reorganization, sale of assets, or similar transaction. In case of the latter, the assigning party will provide notice as soon as reasonably practicable and without undue delay. Any purported assignment in violation of this provision shall be null and void. The Agreement shall be binding on all permitted successors and assigns.
2. Force Majeure. We shall not be deemed to be in default of the Agreement, or to have breached any of its provisions, as a result of a delay, failure in performance, or interruption in the Services which result, either directly or indirectly, from any circumstances beyond our reasonable control including acts of God, acts of civil or military authority, civil disturbance, war, strikes, fire, laws, regulations, governmental acts, third party network unavailability, and/or failure of telecommunication facilities.
3. Governing Law and Venue. The Agreement is governed by the laws of the State of Texas, without regard to its choice of law statutes. Subject to provision (d) hereunder regarding Arbitration, any disputes must be brought in the state or federal courts located in Johnson County, Texas. No claim may be brought as a class or collective action, and you may not actively assert a claim arising out of the Agreement as a member of a class or collective action. The United Nations Convention on the International Sale of Goods shall not govern the Agreement. EACH PARTY WAIVES ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY RISING OUT OF, OR RELATED TO, THE AGREEMENT.
4. Arbitration. Both parties agree that all disputes will be resolved by binding, individual arbitration under the American Arbitration Association’s rules. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with this Agreement. You may opt out of this agreement to arbitrate. If you do so, neither party may require the other to participate in an arbitration proceeding. To opt-out, you must notify us in writing at the following address within 30 days of the date that you first became subject to this arbitration provision: CauseLabs, PBC, ATTN: LEGAL – Arbitration Opt-Out, PO BOX 1239, Grandview, TX 76050. You must include your account name, contact address, and a clear statement that you wish to opt out of this arbitration agreement. If you choose to opt-out, or if this provision is found to be unenforceable for any reason, disputes will be resolved as provided in the Agreement. This provision shall be interpreted in accordance with the Federal Arbitration Act.
5. Notices. Except as otherwise required herein, notices shall be effective when delivered, as indicated by a delivery receipt, or, in the case of notices delivered by post, 5 business days after being mailed to the designated address by first class mail. Notices to you shall be made to the address recorded with your CauseLabs account manager, in the account management portal, or via electronic mail. Notices to us should be delivered to: CauseLabs, PBC, , ATTN: LEGAL, PO BOX 1239, Grandview, TX 76050.
6. Non-Solicitation. Customer understands that CauseLabs is not in the business of providing permanent placement of staff to its customers. Customer agrees that for the duration of the Agreement and for a period of twelve (12) months thereafter, the Customer shall not solicit, negotiate with or offer employment to (whether as an employee, officer, director, partner, consultant or otherwise), directly or indirectly, CauseLabs’ present or former personnel, with whom they have either had contact or been referred to over the duration of the Agreement, without first notifying an authorized designee of CauseLabs of such intent in writing.  Customer acknowledges that damages and losses resulting from any breach of this provision would be extremely difficult to fix in an actual and accurate amount. If Customer breaches this provision by hiring any of CauseLabs’ personnel, Customer will pay a fee equal to one hundred percent (100%) of the projected one-year annualized compensation for the person or persons hired as liquidated damages, unless otherwise negotiated when notice is received. This fee would be payable immediately upon acceptance of hire.
7. Publicity. The parties may disclose that they have entered into a business relationship and may include the name, likeness, and/or business logo of the other party in lists of their respective customers or vendors (as the case may be), subject to any provided usage guidelines with respect to a party’s trademarks and so long as neither party mischaracterizes the nature of the actual relationship between them. CauseLabs retains the right to discuss, reproduce, publish, and display the Services we provided to Customer in our portfolios and websites, and in galleries, design periodicals, and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Services in connection with such uses. Either party may describe its role in relation to the Service Agreement and the Services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website. Neither party may hold itself out as a reseller or a partner of the other, or any other similar designation unless granted such license or authority under a separately executed agreement.
8. Attribution. CauseLabs reserves the right to display attribution text and links such as ‘Powered by CauseLabs’ in your website admin and within your website’s code.
9. Severability. Any provision in the Agreement that is held to be illegal or unenforceable in any jurisdiction shall be effective only up to the extent of such illegality or unenforceability, if possible, and shall not invalidate the remaining provisions of the paragraph or the Agreement. To the largest extent possible, the illegal or unenforceable provision shall be restated to reflect the parties’ intent.
10. Survival. Any provisions of the Agreement that contemplate performance or observance subsequent to termination or expiration of the Agreement, including, without limitation, Confidentiality, Limitation of Liability, and Indemnification, survive termination or expiration and continue in full force and effect.
11. Third-party Beneficiaries and Relationships. There are no third-party beneficiaries to the Agreement. Nothing contained in the Agreement shall be deemed or construed as creating a joint venture or partnership between the parties hereto. No party is, by virtue of the Agreement, authorized as an agent, employee, or legal representative of any other party. Neither party has the authority to make any representations, claims, or warranties of any kind on behalf of the other party, nor on behalf of that party’s affiliates, agents, subcontractors, licensors, or third-party suppliers.
12. Waiver. If one party fails to exercise, or delays exercising, any right, remedy or power set out in the Agreement, this shall not operate as a waiver of that right, remedy, or power, whether under the Agreement or at law or equity.