Terms of Service
Instrumento.io — Impact Measurement Platform for Nonprofits
Effective date: January 1, 2025 · Version 1.0.0
Template notice: This document is a template and must be reviewed by qualified legal counsel before publication. See
.docs/legal/README.md
1. Agreement to Terms
By accessing or using the Instrumento.io platform ("Service"), you ("Customer" or "you") agree to be bound by these Terms of Service ("Terms") and all policies incorporated by reference, including the Privacy Policy, Cookie Policy, and Acceptable Use Policy. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.
If you do not agree to these Terms, you may not use the Service.
2. Definitions
| Term | Meaning |
|---|---|
| Service | The Instrumento.io web application, APIs, and associated services |
| Customer | The organization or individual that subscribes to the Service |
| User | Any individual authorized by Customer to access the Service |
| Data | All information submitted to or processed by the Service on Customer's behalf |
| Documentation | User guides, API references, and help center materials |
| Subscription | A paid or free-tier access plan as described on the pricing page |
3. Account Registration
You must provide accurate, complete, and current information when registering an account. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You must notify us immediately at [email protected] if you suspect unauthorized access.
We reserve the right to suspend or terminate accounts that provide false information or violate these Terms.
4. Subscriptions and Payment
4.1 Plans
The Service is offered on subscription plans described at instrumento.io/pricing. Plan features, limits, and pricing are subject to change with 30 days' notice to active subscribers.
4.2 Billing
Subscriptions are billed in advance on a monthly or annual basis. Payment is processed by our payment processor, Stripe, Inc. By providing payment information, you authorize us to charge the applicable fees.
4.3 Taxes
Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes associated with your subscription.
4.4 Refunds
Fees are non-refundable except as required by applicable law or as expressly stated in a separate written agreement. If you cancel mid-period, your access continues until the end of the paid period.
4.5 Free Tier
Free-tier accounts are provided "as is" without SLA commitments and may be subject to usage limits. We reserve the right to discontinue the free tier with 30 days' notice.
5. Acceptable Use
Your use of the Service is subject to the Acceptable Use Policy available at instrumento.io/legal/aup. Prohibited uses include, but are not limited to:
- Uploading content that infringes third-party intellectual property rights.
- Attempting to gain unauthorized access to the Service or its infrastructure.
- Using the Service to store or transmit malicious code.
- Reselling or sublicensing the Service without prior written consent.
- Using the Service in violation of any applicable law or regulation.
6. Data and Privacy
6.1 Data Ownership
You retain all rights to the Data you submit to the Service. We do not claim ownership of your Data.
6.2 Data Processing
We process your Data as a data processor on your behalf, in accordance with the Data Processing Addendum ("DPA") available at instrumento.io/legal/dpa. The DPA is incorporated into these Terms by reference.
6.3 Privacy Policy
Our collection and use of personal data is described in the Privacy Policy at instrumento.io/legal/privacy.
6.4 Data Portability and Deletion
You may export your Data at any time using the export features in the Service. Upon termination of your subscription, we will retain your Data for 30 days, after which it will be deleted in accordance with our retention schedule, unless a longer period is required by law.
7. Intellectual Property
7.1 Our IP
The Service, including all software, designs, text, graphics, and other content created by us, is owned by Instrumento.io and its licensors. These Terms do not grant you any rights in our intellectual property except the limited license described in Section 7.2.
7.2 License to Use
Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes.
7.3 Feedback
If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, royalty-free license to use that Feedback without restriction.
8. Confidentiality
Each party agrees to keep the other's Confidential Information confidential and not to disclose it to third parties without prior written consent, except as required by law. "Confidential Information" means any non-public information designated as confidential or that a reasonable person would understand to be confidential given the circumstances of disclosure.
9. Warranties and Disclaimers
9.1 Our Warranties
We warrant that: (a) the Service will perform materially in accordance with the Documentation; and (b) we will implement commercially reasonable security measures.
9.2 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU IN THE TWELVE MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED US DOLLARS (USD $100).
11. Indemnification
You agree to indemnify, defend, and hold harmless Instrumento.io and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your Data; (c) your violation of these Terms; or (d) your violation of any third-party rights.
12. Term and Termination
12.1 Term
These Terms commence on the date you first access the Service and continue until terminated.
12.2 Termination by You
You may terminate your subscription at any time through the account settings. Termination takes effect at the end of the current billing period.
12.3 Termination by Us
We may suspend or terminate your access immediately if: (a) you materially breach these Terms and fail to cure within 10 days of notice; (b) you become insolvent or file for bankruptcy; or (c) we are required to do so by law.
12.4 Effect of Termination
Upon termination, your license to use the Service ceases. Sections 6.4, 7, 8, 10, 11, 12.4, and 13 survive termination.
13. General
13.1 Governing Law
These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.
13.2 Dispute Resolution
Any dispute arising out of these Terms will be resolved by binding arbitration under the JAMS rules, except that either party may seek injunctive relief in a court of competent jurisdiction.
13.3 Entire Agreement
These Terms, together with the Privacy Policy, DPA, AUP, and any order forms, constitute the entire agreement between the parties and supersede all prior agreements.
13.4 Amendments
We may update these Terms from time to time. We will provide at least 30 days' notice of material changes via email or in-app notification. Continued use of the Service after the effective date constitutes acceptance.
13.5 Severability
If any provision of these Terms is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
13.6 Waiver
Failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce it in the future.
Contact
Instrumento.io Email: [email protected] Website: instrumento.io