These Terms and Conditions (the "Terms") are an agreement between Cotara Technology LLC, a Texas limited liability company ("Cotara", "we", "us") and the organization that uses Cotara ("you", "Customer"). Please read them before you create an account. If you do not agree, do not use the Service.
1. Who may use Cotara
- Cotara is software for nonprofit, charitable, faith-based and other mission-driven organizations. You may use it only for an organizational purpose, not as a consumer.
- The person who accepts these Terms confirms that they have authority to bind the organization. "You" means that organization.
- These Terms apply to the Cotara application, Cotara Relationship Director, the Cotara API, connected-account features, our website and free tools, and any related service (together, the "Service").
2. Words we use
- Customer Data means the information that you, your team or your supporters put into the Service, including supporter, gift, event, campaign and message information.
- Supporter means a donor, volunteer, member, event guest or other person whose information you keep in the Service.
- Order means the plan, billing period and any order form you accept when you sign up or later.
- Third-party services means services that Cotara does not control, such as Stripe, Google and Microsoft.
3. Your account and your team
- Give accurate information when you sign up and keep it current.
- Your administrator invites and removes team members. You are responsible for what your team members do in the Service.
- Keep sign-in details secret. Do not share accounts. Use strong passwords and, where the Service offers it, multi-factor sign-in.
- Tell us at once at support@usecotara.com if you think someone has used your account without permission.
4. Plans, fees and billing
- Plans. Cotara has two plans. Cotara Raise has no subscription fee. Cotara Intelligence costs $299 per month when billed monthly. Quarterly and annual prices, and what each plan includes, are on our Pricing page.
- Platform fee. On both plans, Cotara charges a platform fee of 0.1% + $0.20 on each successful donation that you receive through the Service. We collect it through Stripe when the donation is processed. This fee is in addition to Stripe's own processing fees. If a donation is later refunded or disputed, the platform fee is not returned, unless the law requires it.
- Free month of Intelligence. A new account that starts on Cotara Intelligence gets its first month free. An account that moves from Cotara Raise to Cotara Intelligence does not get a free month and is charged from the day it upgrades. Unless you cancel before the free month ends, we charge the payment method you gave us for the billing period you chose. We show the date of the first charge when you sign up.
- Automatic renewal. Cotara Intelligence renews automatically at the end of each billing period, for the same period, at the price then in effect, until you cancel. You can cancel at any time in the Service or by writing to support@usecotara.com. Cancellation takes effect at the end of the current billing period. Your account then moves to Cotara Raise.
- The free plan. We may change the features of Cotara Raise, or stop offering it, with at least 30 days' notice by email. If we stop offering it, you can export your data before it ends.
- Currency and taxes. Prices are in US dollars. Prices and fees do not include sales tax, VAT, GST, HST or similar taxes. You pay any such taxes that apply, except taxes on our income. Where a reverse-charge rule applies, you account for the tax.
- Price changes. We will give you at least 30 days' notice by email before we change a subscription price or the platform fee. A new subscription price applies from your next billing period after the notice period ends.
- Failed payments. If a payment fails, we will tell you. If it is still unpaid 14 days after our notice, we may move your account to Cotara Raise or suspend the Service until it is paid.
- Refunds. Fees are not refundable, and we do not give refunds for part of a billing period, unless these Terms or the law say otherwise.
- Billing questions. If you think we charged you in error, tell us within 60 days of the charge.
5. Donations and payment processing
- Cotara uses Stripe to process donations and subscription payments. To accept donations you open your own Stripe account. Your use of it is governed by the Stripe Connected Account Agreement, which includes the Stripe Services Agreement. You agree to those terms with Stripe.
- Donations are paid to your organization through your Stripe account. You are the recipient of each donation. Cotara is not a party to any donation, does not hold donated funds, and is not a bank, money transmitter or payment processor.
- You are responsible for refunds, disputes, chargebacks and any fees or fines that relate to donations you receive. Stripe may hold, limit or close your Stripe account under its own terms. We are not responsible for what Stripe does.
6. Your responsibilities as a fundraiser
You are responsible for how you raise money, how you use it and how you contact people. The Service gives you tools. It does not make you compliant. In particular, you must:
- hold any registration, license or charitable status that your fundraising needs, for example state charitable solicitation registration in the US, registration with the Canada Revenue Agency in Canada, or registration with the relevant charity regulator in the UK;
- issue the receipts and acknowledgements that your law requires, for example written acknowledgements under IRS rules, official donation receipts under CRA rules, or Gift Aid declarations and claims under HMRC rules;
- have a lawful basis, and consent where the law requires it, to collect supporter information and to contact supporters, including under CAN-SPAM, the TCPA, Canada's Anti-Spam Legislation (CASL), the UK GDPR and the Privacy and Electronic Communications Regulations;
- give supporters any privacy notice that your law requires, and honour opt-outs and unsubscribe requests;
- describe your cause, your campaigns and your use of funds truthfully, and use restricted gifts only as the donor directed.
7. Customer Data
- You own Customer Data. You give Cotara a limited right to host, copy, process and display Customer Data only to provide, secure and support the Service for you, to prevent abuse, and as the law requires.
- Our role. For Customer Data, you decide why and how personal information is used, and we process it on your instructions. Our Privacy Policy and Data Governance page describe how. A data processing agreement is available on request at data@usecotara.com. When signed, it forms part of these Terms.
- Your duties. You are responsible for the accuracy of Customer Data and for having the right to give it to us.
- Data you must not put in the Service: full card numbers or bank details outside Stripe's payment forms; government identity numbers; passwords for other services; health information that is regulated as protected health information; and information about children under 13 (or under the age your law sets) unless you have the consent the law requires. Do not record sensitive information, such as health, religion or beliefs, unless you need it, have a lawful basis for it and are permitted to hold it.
- Service data. We may create aggregated, de-identified information from use of the Service to measure and improve it. It does not identify you, a person or a supporter.
8. Connected accounts
- You may connect accounts such as Gmail, Google Sheets, Outlook or Microsoft Excel. When you connect one, you authorize Cotara to access the data that the connection screen describes, only to provide the feature you turned on.
- Cotara's use and transfer of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements.
- You can disconnect an account at any time. Third-party services are governed by their own terms. We are not responsible for their availability or for changes they make.
9. Suggestions from Cotara Relationship Director
- Cotara Relationship Director and other features use software, including AI, to suggest who to contact and what to say. Suggestions can be wrong or incomplete.
- A person on your team must review each suggestion before you rely on it. Cotara does not send a personal message to a supporter unless a person on your team approves it. Routine messages that you turn on, such as donation receipts, are sent automatically.
- Do not use suggestions as the only basis for a decision that has a legal or similarly significant effect on a person. You are responsible for what you send and for the content of your receipts.
10. API
- If you use the Cotara API, keep your API keys secret and use them only for your organization.
- We may set reasonable rate limits. We may change the API. We will give notice of a change that breaks existing use where we reasonably can.
- We may suspend an API key that threatens the security or stability of the Service.
11. Acceptable use
You must not use the Service, or let anyone else use it, to:
- break the law, or the rights of other people;
- raise money by fraud or deception, or for an unlawful purpose;
- send spam, or contact people who have opted out;
- deal with a person or place under trade sanctions;
- upload malicious code, test the security of the Service without our written permission, or try to access accounts, systems or data that are not yours;
- overload, scrape or disrupt the Service;
- copy, resell or reverse-engineer the Service, except as the law expressly allows, or use it to build a competing product;
- pretend to be another person or organization.
12. Features released early
Some features may be released early, while we are still improving them. Such features may change, be incomplete or be withdrawn. We provide them as they are, and section 18 applies to them in full.
13. Website, articles and free tools
The articles, calculators and free tools on our website are general information. They are not legal, tax, financial or fundraising advice. Results depend on the data you give and on the assumptions that each tool states. Check results before you rely on them. The free tools are provided free of charge and "as is".
14. Our property and feedback
- Cotara owns the Service, its software, design, name and logos. These Terms give you a limited, non-exclusive, non-transferable right to use the Service for your organization while your account is active. We keep all other rights.
- If you send us feedback, we may use it without payment or obligation to you.
- We will name you as a customer, or use your logo, only with your permission. You can withdraw that permission at any time.
15. Confidentiality
Each party will keep the other party's non-public information confidential, use it only for the purpose of these Terms, and protect it with at least reasonable care. This duty does not apply to information that is public through no fault of the receiver, that the receiver already had or developed on its own, or that it received lawfully from someone else. A party may disclose information when the law requires it, after giving notice to the other party where the law allows.
16. Security and incidents
We protect Customer Data as our Data Governance page describes. If we confirm a security incident that affects Customer Data, we will tell you without undue delay and help you meet your own duties.
17. Promises each party makes
- Each party promises that it has the authority to enter into these Terms.
- We promise to provide the Service with reasonable skill and care, and in a way that materially matches its description in the Service.
- You promise that you will use the Service lawfully and in line with these Terms.
18. Disclaimers
Except for the promises in section 17, and to the full extent the law allows, the Service is provided "as is" and "as available". We give no other warranty, express or implied, including any warranty of merchantability, fitness for a particular purpose, title or non-infringement. We do not promise that the Service will be uninterrupted or error-free. We do not promise any level of donations, retention, growth or fundraising result.
19. Your indemnity
You will defend Cotara against any claim by a third party, and pay the amounts finally awarded or agreed in settlement, to the extent the claim arises from Customer Data, your fundraising or communications, or your breach of these Terms or the law. We will tell you promptly about the claim, let you control the defence, and give you reasonable help at your cost. You may not settle a claim in a way that admits fault by Cotara without our consent.
20. Limit of liability
- Neither party is liable to the other for indirect, special, incidental, consequential or punitive loss, or for loss of profit, revenue, donations, goodwill or data, even if it was told such loss was possible.
- Each party's total liability for all claims connected with these Terms or the Service is limited to the greater of (a) the amounts you paid Cotara, including subscription and platform fees, in the 12 months before the event that gave rise to the first claim, and (b) US $100.
- These limits do not apply to your duty to pay fees, to your obligations under section 19, or to any liability that the law does not allow a party to limit, such as liability for fraud, or for death or personal injury caused by negligence.
21. Suspension and ending the agreement
- You may stop using the Service at any time by closing your account.
- We may suspend the Service, in whole or in part, if your use creates a security or legal risk, breaks section 11, or if fees remain unpaid as section 4 describes. Where we can, we will tell you first and limit the suspension to what is needed.
- Either party may end these Terms if the other party materially breaks them and does not fix the breach within 15 days of written notice. We may end them at once for fraud, for repeated or serious breach of section 11, or where the law requires.
- When the agreement ends, your right to use the Service ends. You can export Customer Data for 30 days. After that we delete it as our Data Governance page describes. Sections that by their nature should continue, including sections 4 (unpaid fees), 7, 14, 15, 18, 19, 20, 22 and 25, continue after the agreement ends.
22. Governing law and disputes
- The laws of the State of Texas, United States, govern these Terms, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
- Before either party starts a legal claim, both parties will try in good faith to settle the dispute by discussion for 30 days after written notice.
- The state courts in Denton County, Texas, and the federal courts of the Eastern District of Texas have exclusive jurisdiction, and each party agrees to it. Either party may seek urgent relief to protect its confidential information or intellectual property in any court.
- If you are based outside the US, nothing in this section removes any right that your local law does not allow a contract to remove.
23. Changes to these Terms and to the Service
- We may update these Terms. For a material change we will give you at least 30 days' notice by email or in the Service. If you keep using the Service after the change takes effect, the new Terms apply. If you do not agree, you may cancel before the change takes effect.
- We may change the Service. We will not make a change that materially reduces the core features of your paid plan during a billing period you have already paid for.
24. Notices and electronic communications
We send notices to the email address of your account administrator. You send legal notices to legal@usecotara.com and to our postal address below. You agree to receive notices, invoices and other communications from us electronically.
25. General
- Whole agreement. These Terms, your Order and any signed data processing agreement are the whole agreement between us on this subject. If they conflict, a signed order form comes first, then the data processing agreement for personal information, then these Terms.
- Assignment. You may not transfer these Terms without our written consent. We may transfer them to a company that acquires all or most of our business or assets, or as part of a merger or reorganization, if we tell you.
- Events beyond control. Neither party is liable for a failure caused by events beyond its reasonable control. This does not excuse payment.
- Other terms. If a part of these Terms is found unenforceable, the rest stays in force. A delay in using a right is not a waiver. The parties are independent contractors. Supporters and other third parties have no rights under these Terms.
- Export and sanctions. Each party will comply with the export control and sanctions laws that apply to it.
- Language. These Terms are available in English and in French. If you are based in Quebec, the French version is given to you before the English version, and both versions have equal force. Elsewhere, if the versions differ, the English version applies, unless the law requires otherwise.
26. Contact
Cotara Technology LLC, 1450 Sunset Pointe, Suite 130, Cross Roads, Texas 76227, United States.
Legal notices: legal@usecotara.com. Support: support@usecotara.com.
