Terms & Conditions

Last updated on, 25th October 2025​

1. THE SERVICE

The Service is a subscription to a platform that aggregates publicly available nonprofit data and uses AI to help you discover, analyze, and shortlist charitable organizations to advise your donor clients. We provide discovery tools, organizational profiles, conversational AI queries, and analytical features. Your specific access rights, user count, query limits, pricing, and subscription term are set forth in your Order Form.

2. SUBSCRIPTION AND PAYMENT

Term. Your subscription begins on the start date in your Order Form and continues for the stated term.
Fees. You agree to pay all fees per your Order Form. Fees are non-refundable. Payment over 30 days late may result in access suspension. Late Payment: Unpaid amounts are subject to a late fee of 1.5% per month (or maximum legal rate, whichever is less). ANNOTATE may suspend Customer access if payment is more than 30 days overdue. Unless otherwise specified in the Order Form, all Fees shall be invoiced in advance. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on ANNOTATE’s net income).

3. ACCEPTABLE USE

Users may not: (a) resell or provide third-party access; (b) scrape, bulk download, or use automated extraction; (c) reverse engineer the Service; (d) remove proprietary content or notices; (e) interfere with the Service; (f) use for unlawful purposes or to create competing products; or (g) share login credentials.

4. USAGE LIMITS AND OVERAGES

Your subscription includes the monthly query limit specified in your Order Form. Queries reset on the first day of each calendar month and do not roll over. If you exceed your monthly query limit, additional queries will be charged at the rate specified in your Order Form. Overage charges will be invoiced monthly and due within 30 days. Continued use after receiving overage notification constitutes acceptance of overage charges. We reserve the right to throttle or temporarily suspend Service access if overages are excessive or unpaid, after providing reasonable notice.

6. CONFIDENTIALITY

Each party (“Receiving Party”) agrees to use the same degree of care it uses to protect its own similar confidential information, but no less than reasonable care, to protect the confidential information of the other party (“Disclosing Party”). “Confidential Information” includes non-public aspects of the Service, pricing, technical information, business plans, and Customer personal or organizational data. Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party before disclosure; (c) is received lawfully from a third party without confidentiality obligations; or (d) is independently developed without use of or reference to the Disclosing Party’s Confidential Information.
The Receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided it gives the Disclosing Party prompt notice (when legally permitted) and cooperates in any effort to seek protective treatment.
These confidentiality obligations survive for three (3) years after termination of the Agreement, except for trade secrets, which remain protected as long as they qualify as trade secrets under applicable law.

7. INTELLECTUAL PROPERTY

Intellectual Property. ANNOTATE and its licensors own all rights, title, and interest in the Service, including the platform, software, algorithms, methodologies, user interface, content, data compilations, and documentation.
Your License. Subject to payment and compliance with these Terms, you are granted a limited, non-exclusive, non-transferable license to access and use the Service during your subscription solely for internal philanthropic purposes.
Your Data. You retain ownership of all data you input. You grant ANNOTATE a license to use that data as necessary to provide the Service and, in anonymized form, to improve the Service. You acknowledge and agree that ANNOTATE may collect (a) performance and operational data generated by Customer’s use of the Service, which, in each case, does not include any Personal Data (the “Performance Data”), and (b) certain categories of Personal Data. Customer acknowledges and agrees that ANNOTATE may use Performance Data and Anonymized Data for ANNOTATE’s business purposes, which may include, but are not limited to, (1) improving the performance, features, and capabilities of the Service; (2) facilitating the provision of updates, support, and other Services; and (3) creating, developing, operating, delivering, and improving the Services.

8. DISCLAIMERS

AI-GENERATED CONTENT. The Service uses validation flows and proprietary technology to enhance the reliability of information. Even so, AI-generated insights may occasionally include errors, omissions, or outdated details. We draw from public sources and do not independently verify all data.
THE SERVICE IS FOR INFORMATIONAL PURPOSES ONLY. Nothing in the Service constitutes professional advice, recommendations, due diligence, endorsements, tax guidance, legal counsel, or guarantees about any organization's legitimacy, effectiveness, or financial stability. Historical information does not guarantee future results.
YOUR RESPONSIBILITY. You are solely responsible for: (a) conducting your own due diligence; (b) evaluating the accuracy of Service information; (c) all giving decisions and their consequences; (d) verifying information through provided source links; and (e) any use of third-party websites or resources linked through the Service. We do not control, endorse, or assume responsibility for third-party sites, their content, or their availability, and your use of such links is at your own risk.

9. DATA PRIVACY AND SECURITY

Privacy Policy. Our collection, use, and protection of your data is governed by our Privacy Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you agree to our Privacy Policy.

10. TERMINATION

Either party may terminate if the other: (a) materially breaches and fails to cure within 30 days, including lack of payment; (b) becomes insolvent; or (c) engages in fraud. We may terminate immediately if you violate acceptable use provisions or fail to pay. Upon termination, access ceases, all fees become due, and you must cease all use.
Renewal: This subscription does not automatically renew. At least 90 days before the end of the Contract Term, ANNOTATE will provide Customer with a renewal proposal. Renewal requires execution of a new Order Form. However, these terms will remain in full force and effect as long as you have access to the Service.

11. WARRANTIES AND DISCLAIMERS

We warrant we have rights to provide the Service and will use commercially reasonable efforts for availability. EXCEPT AS STATED HEREIN, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, OR UNINTERRUPTED ACCESS. NO ADVICE FROM US CREATES WARRANTIES NOT STATED HEREIN.

12. LIMITATION OF LIABILITY

Neither party will be liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, revenue, data, or business opportunities, regardless of legal theory. Each party’s total liability will not exceed two times (2x) fees paid by you in the prior 12 months (or total fees paid if less than 12 months). ANNOTATE has no liability for philanthropic decisions, nonprofit performance or legitimacy, giving consequences, or reliance on ai content. These limitations do not apply to indemnification obligations, payment obligations, IP violations, or liability that cannot be limited by law.

13. INDEMNIFICATION

Customer shall indemnify, defend, and hold harmless ANNOTATE, its affiliates, and employees from and against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to Customer’s use or misuse of the Services.

14. GENERAL

Disputes. These Terms are governed by California law. The parties will attempt to resolve disputes in good faith through negotiation for 30 days, followed by mandatory mediation at a mutually agreed location, with mediator fees shared equally and each party bearing its own costs. If mediation fails, either party may submit the dispute to binding arbitration under the AAA Commercial Arbitration Rules before a single arbitrator in [County], California. Either party may seek injunctive relief in court for intellectual property or confidentiality matters. All disputes must be brought individually and not as part of any class or representative action, except where prohibited by law.

Entire Agreement. These Terms and your Order Form constitute the entire agreement. If conflict exists, the Order Form controls for pricing, payment, term, users, and usage limits only.

Changes. We may update these Terms with 30 days' notice.

Assignment. You may not assign without our written consent. We may assign to affiliates in connection with a transaction.

Miscellaneous. Neither Party is liable for force majeure events. If any provision is unenforceable, it will be modified or eliminated, and remaining provisions remain effective. Parties are independent contractors. You must comply with U.S. export laws, as applicable.

By using the Service, you acknowledge you have read, understood, and agree to be bound by these Terms.