Terms of Use

Last updated: February 15, 2024

Our Approach to Terms of Use

We believe in a new mode of operation for society, based on the following core values—and we partner with people and organizations who share them.

 

  1. EMPOWERMENT. We empower people to speak in their own voice and take action.
  2. COLLABORATION. We aim to help build a society that embraces new tools and processes for sharing and cooperation.
  3. EMPATHY. We celebrate and engage with diversity, uncover others’ needs, and find common ground and shared wins.
  4. PARTICIPATION. We believe decision-making should be open, transparent, collaborative, and focused on those who will be most impacted in their daily lives.
  5. SUSTAINABILITY. We help create more sustainable, vibrant, and resilient communities.
  6. FAIRNESS. We work towards a fairer economy and society.

 

These values are at the heart of everything we do, including how we provide our services and work for our users.

 

Our values shape the Terms of Use in the following ways:

 

EMPOWERING PEOPLE TO SPEAK IN THEIR OWN VOICE AND TAKE ACTION

The Terms provide the framework for individuals to take action on our platform, learn about other campaigns they can support that align with their values, and learn how their contributions are helping to build community power.

 

BUILDING A SOCIETY THAT EMBRACES NEW TOOLS AND PROCESSES FOR SHARING AND COOPERATION

We have built a platform to magnify the work of individual campaigns that share New/Mode’s values into larger movement power. We leverage the data from usage of the platform to help other campaigns build power. 

 

CELEBRATING AND ENGAGING WITH DIVERSITY, UNCOVERING OTHERS’ NEEDS, AND FINDING COMMON GROUND AND SHARED WINS

The Terms give New/Mode the ability to learn directly from all stakeholders who use New/Mode’s services in order to provide guidance on making more powerful contributions, and to help New/Mode develop new and better ways to build power through our platform. At the same time, the Terms safeguard Personally Identifiable Information and prevent bad actors from making malicious use of the platform.

 

MAKING DECISIONS THAT ARE OPEN, TRANSPARENT, COLLABORATIVE, AND FOCUSED ON THOSE WHO ARE MOST IMPACTED

The Terms broadly govern our contractual relationships with paying customers, and our relationships with Users in Australia, Canada, the European Union, New Zealand, the United Kingdom, and the United States. There may be provisions which do not align with specific regulatory requirements in those jurisdictions. Any such provisions would not be enforceable in those jurisdictions. Additionally, we make certain features available in our Services to ensure Users are able to exercise their legal rights and account-holders are able to manage their regulatory compliance with respect to use of our Services. If you believe any aspect of our Services violates the foregoing, please email privacy[at]newmode.net.

 

CREATING MORE SUSTAINABLE, VIBRANT AND RESILIENT COMMUNITIES

The Terms enable us to sustainably support the smallest campaigns to grow into the building blocks of movements, and the largest organizations to be effective movement supporters and leaders while meeting the demands of complex internal policies and processes. Some unique contractual provisions may be included in specific plans and agreed to through Order Forms that are referenced by and governed under these Terms.

 

WORKING FOR A FAIRER ECONOMY AND SOCIETY

The Terms are a minimum contractual standard to reduce the risk of both parties in relying on one another to meet their needs. Ultimately, all of us are working together to make the world a better place. To that end, the people upholding these terms for New/Mode will do their best to build and maintain trust, learn from successes and failures, and exceed expectations. We do not wish to be taken advantage of (nor take advantage of our users); but we do exercise discretion in good faith failures to uphold the Terms when seeking remedies.

Terms of Use

Preamble

These New/Mode Platform Terms of Use (together with any Order Forms, attachments, exhibits, and/or addendums hereto, as amended from time to time, collectively the “Terms” or “Agreement”) apply to your (“you” or “your”) use of New Mode Consulting Inc.’s advocacy and public engagement platform (the “New/Mode Platform Services”). By accessing, downloading, installing or otherwise using (the terms “use” and “using” will refer to any of the foregoing) the “Services” (as defined in Section 17.z.), you agree that these terms form a legally binding agreement between you and New Mode Consulting Inc. (“New/Mode”), the supplier of the Services, and is entered into on the earlier of the date you first use any part of the Services and the date you agree to be bound by these Terms (the “Effective Date”). Each of you and New/Mode shall individually be referred to as a “Party” and jointly as the “Parties”.

 

The New/Mode Platform Services are made available on newmode.net and in other forms provided or made available by New/Mode. Your use of the New/Mode Platform Services is subject to these Terms and New/Mode’s:

  1. Privacy Policy, located at: https://www.newmode.net/trust/legal ("Privacy Policy"); and
  2. Acceptable Use Policy, located at: https://www.newmode.net/trust/legal ("AUP")

These Terms set forth the terms and conditions that govern the provision and use of the Services.

 

BY USING THE SERVICES (INCLUDING THIS WEBSITE AND ANY OTHER WEBSITE OPERATED BY NEW/MODE), AND/OR TAKING POSITIVE ACTION TO ACCEPT THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 15.k. IF YOU DO NOT ACCEPT AND AGREE TO BE BOUND BY THESE TERMS, YOU WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE  SERVICES. YOU REPRESENT AND WARRANT TO NEW/MODE THAT YOU HAVE THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF YOU ARE USING THE SERVICES ON BEHALF OF ANOTHER PERSON OR ON BEHALF OF AN ORGANIZATION, YOU HEREBY REPRESENT AND WARRANT TO NEW/MODE THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ORGANIZATION TO THIS AGREEMENT, AND THAT “YOU” AND “YOUR” IN THESE TERMS WILL REFER TO BOTH YOU AND THAT ENTITY.

 

THE NEW/MODE PLATFORM SERVICES MAY NOT BE ACCESSED FOR PURPOSES OF MONITORING ITS AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

 

NEW/MODE’S DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING THE SERVICE, EXCEPT WITH NEW/MODE’S PRIOR WRITTEN CONSENT. 

 

1. NEW/MODE PLATFORM SERVICES

New/Mode is an advocacy and public engagement platform that empowers people to launch advocacy initiatives in support of a public cause, and that connect supporters with decision-makers through virtually any communications channel, including, but not limited to, email, webform, phone, fax, online and print news media, and social media (each a “Campaign”). To facilitate Campaigns, the New/Mode Platform Services also consists of, but is not limited to, one or more of the following:

  1. a web-based interface;
  2. Direct Inward Dialing Numbers (“DIDs”);
  3. messaging applications;
  4. voice broadcast applications;
  5. SMS gateway access;
  6. data encryption;
  7. data transmission;
  8. data access;
  9. data storage and, if applicable, synchronization software; as well as
  10. software maintenance and upgrades; and
  11. customer support.

When you use the New/Mode Platform Services, you have the option to enter and/or upload your own “User Content”, as defined in Section 17.ag., such as text, videos, images and files, which you have full control and responsibility over. You can use your User Content and tools available in New/Mode to create your Campaigns.

2. USE OF THE SERVICES
  1. Age Requirement. Children may not access or use the New/Mode Platform Services unless their use is directly authorized by their parent, guardian or another authorized adult (such as a teacher) who agrees to be bound by these Terms.  If parent, guardian or authorized adult approval is required by law or under these Terms, you agree that prior to use, you have provided a copy of these Terms to your parent, guardian or authorized adult and your parent, guardian or authorized adult understands the New/Mode Platform Services and how you will use them. For the purposes of these Terms, a child is a person under the age of 13 (or the minimum legal age required to provide consent for processing of personal data in the country where the child is located).

  2. Access to the New/Mode Platform Services. Subject to your compliance with these Terms, New/Mode will make the New/Mode Platform Services available to you pursuant to these Terms.

  3. Restrictions on Use. New/Mode is mission-driven to create a fairer, more sustainable world. In accordance with this mission, you will not, and will not permit others to:
    1. use the New/Mode Platform Services to create, collect, transmit, store, publish, use or process any User Data (defined in Section 17.ah.) that promotes, undertakes, or incites:
      1. illegal activity;
      2. the limitation of civil, democratic or minority rights;
      3. non-renewable resource extraction;
      4. low wages, precarious work or the undermining of worker rights;
      5. homophobic, transphobic, racist, sexist, classist or otherwise hateful speech;
      6. regressive taxation or the undue privatization of services;
      7. violence, warfare, or colonization; or
      8. policies that have been demonstrated to significantly reduce public health.

    2. sub-license, sell, rent, lend, lease or distribute the New/Mode Platform Services or any Intellectual Property Rights therein, or otherwise make the New/Mode Platform Services available to others other than Permitted Users;

    3. use the New/Mode Platform Services to permit timesharing, service bureau use or commercially exploit the New/Mode Platform Services;

    4. use or access the New/Mode Platform Services:
      1. in violation of any applicable law;
      2. in a manner that threatens the security or functionality of the New/Mode Platform Services;
      3. in violation of New Mode’s acceptable-use policy available at https://www.newmode.net/trust; or
      4. for any purpose or in any manner not expressly permitted in these Terms;

    5. use the Services to create, collect, transmit, store, publish, use or process any data:
      1. that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
      2. that you do not have the lawful right to create, collect, transmit, store, use or process;
      3. that infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or

    6. Modify (as defined below) the New/Mode Platform Services;

    7. reverse engineer, decompile or disassemble the New/Mode Platform Services;

    8. remove or obscure any proprietary notices or labels on the New/Mode Platform Services, including brand, copyright, trademark and patent or patent pending notices;

    9. access or use the New/Mode Platform Services for the purpose of building a similar or competitive product or service;

    10. perform any vulnerability, penetration or similar testing of the Service, except for the purposes of participating in New/Mode’s Bug Bounty program, in accordance with New/Mode’s Bug Bounty Terms and Conditions; or

    11. use the Services for any purpose or in any manner not expressly permitted in this Agreement.

  4. Suspension of Access; Scheduled Downtime; Modifications. New/Mode may, from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under these Terms:
    1. suspend your access to or use of the Services or any component thereof:
      1. if you violate any provision of these Terms;
      2. for scheduled maintenance;
      3. due to a Force Majeure;
      4. to address any emergency security concerns;
      5. if required to do so by a regulatory body or as a result of a change in applicable law; or
      6. for any other reason as provided in these Terms.

    2. Modify the Service.

    You are required to accept all patches, bug fixes and updates made by or on behalf of New/Mode to the Service.

  5. Reporting and Branding. Unless otherwise provided in an Order Form, your published Campaigns may include a tool to report Campaigns that do not comply with these Terms and a badge that states “Hosted by New/Mode” (or similar wording) that links to New/Mode’s Website. New/Mode may, at its reasonable discretion, reject or remove any Campaign that it deems inappropriate (for example, if the Campaign does not comply with New/Mode’s AUP).

  6. Subcontracting. New/Mode may engage third parties to assist it in providing the Services or any part thereof.

  7. Third-Party Products. The New/Mode Platform Services may contain or require the use of Licensed Third Party Technology or other third party products that are owned by third parties (collectively “Third-Party Products”). You will accept and comply with the license terms applicable to Third-Party Products. If you do not agree to abide by the applicable license terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products. Any acquisition by you of such Third-Party Products, and any exchange of data between you and any such provider of Third-Party Products is solely between you and the applicable Third-Party Products provider. New/Mode does not warrant or support Third-Party Products or other third party products, offerings or services, whether or not they are designated by New/Mode as “certified,” “integrations,” or otherwise. New/Mode cannot guarantee the continued availability of such Third-Party Products features, and may cease providing them without entitling you to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Products ceases to make the Third-Party Products available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to New/Mode. New/Mode is not responsible for any disclosure, modification or deletion of User Data resulting from access by such Third-Party Products or its provider.

  8. Acceptable Use Policy. You shall comply with the AUP.

  9. Professional Services. New/Mode will use commercially reasonable efforts to perform the Professional Services set out in an applicable Order Form.
3. USER ACCOUNTS

You can sign up for a “User Account” via any of the links and URLs provided by New/Mode for such purposes on its websites and in its promotional materials, which enables you to access New/Mode’s Campaign creation interface.

  1. You can create or join an “Organization Account”. Each Organization Account may have one or more User Accounts identified as administrators (each, an “Administrator”) by the creator of the Organization Account or another Administrator. Administrators can add, modify or remove people (each person and each Administrator, a “Permitted User”) from the Organization Account, as well as manage their permissions and access to User Data. If you add a person to an Organization Account, you represent and warrant that you have obtained all necessary consents from that person to be added.

  2. If you are part of an Organization Account, Administrators may control access to, delete, or re-assign ownership to User Content you add or create in the Organization Account. New/Mode is not responsible for any actions taken by Administrators. It is your responsibility to not add or create User Content in an Organization Account if you do not want to potentially transfer ownership or disclose such User Content to others.

  3. If you are an Administrator, you are responsible for:
    1. identifying and authenticating all Permitted Users and for Permitted Users’ use of the New/Mode Platform Services in compliance with these Terms;
    2. prohibiting any Permitted User to share their User Account with any other person;
    3. promptly notifying New/Mode of any actual or suspected unauthorized use of the Service; and
    4. ensuring all Permitted Users of the Service are contractually bound to terms and conditions that are no less restrictive or protective of New/Mode’s rights than those set forth in these Terms.

  4. New/Mode reserves the right to suspend, deactivate, or replace any Account if it determines that it may have been used for an unauthorized purpose. 
4. OWNERSHIP; RESERVATION OF RIGHTS
  1. You retain all ownership and Intellectual Property Rights in and to User Content. You grant to New/Mode, and its subcontractors a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right to access, collect, use, process, store, disclose, transfer, transmit, copy, Modify and display User Content to:
    1. provide the Services;
    2. improve and enhance the Services and any other New/Mode offerings; and
    3. produce and/or generate data, information, or other materials that are anonymized and not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Content”).

  2. New/Mode may use, process, store, disclose and transmit the Aggregated Content for any purpose and without restriction or obligation to you of any kind. As between you and New/Mode, all right, title, and interest in Aggregated Content, and all Intellectual Property Rights therein, belong to and are retained solely by New/Mode.

  3. New/Mode or its licensors retain all ownership and Intellectual Property Rights in and to the following (collectively, “New/Mode Property”):
    1. the Services;
    2. Supporter Data” (defined in Section 17.aa.), except to the extent expressly released by New/Mode in an Order Form, attachment, exhibit, and/or addendum hereto;
    3. Recipient Data” (defined in Section 17.ac.)
    4. anything developed or delivered by or on behalf of New/Mode under these Terms;
    5. all other of New/Mode’s Confidential Information, including but not limited to, any reports generated from the New/Mode New/Mode Platform Services or any Aggregated Data; and
    6. any Modifications to the foregoing i., ii., iii., iv., v.

  4. New/Mode grants you an exclusive, worldwide right to use the Supporter Data and Recipient Data in such a manner as enabled in the Organization Account. In the case where additional rights to Supporter Data are provided by an Order Form, attachment, exhibit, and/or addendum, the rights shall take effect on the date such Order Form, attachment, exhibit, and/or addendum is agreed to by the Parties.

  5. You grant to New/Mode and its affiliates a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right to use and incorporate into the New/Mode Platform Services, any suggestion, enhancement request, recommendation, correction or other feedback you provide, relating to the operation of the Services or any of New/Mode’s affiliates’ services (“Feedback”). Nothing in these Terms will restrict New/Mode’s right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you and without any obligation to you. New/Mode is not obligated to use any Feedback. You hereby waive, and agree to waive, any moral and author’s rights (including attribution and integrity) that you may have in any Feedback, even if it is altered or changed in a manner not agreeable to you.

  6. All rights not expressly granted to you by New/Mode under these Terms are reserved.
5. CAMPAIGNS
  1. Campaign Content. You may have the ability to create and publish content related to a cause using the Service (“Campaign Content”). 

  2. Featuring Campaign Content. You agree that New/Mode may feature your published Campaign Content at its discretion. You grant New/Mode a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right to use any version of your published Campaign Content, including without limitation names, trademarks, service marks or logos published with the Campaign, for the limited purpose of New/Mode’s marketing and promotional activities. You hereby waive any claims against New/Mode relating to any moral rights, artists’ rights or any other similar rights worldwide that you may have in or to the Campaign Content or names, trademarks, service marks or logos included in Campaign Content and any right of inspection or approval of any such use. 

  3. Campaign Visitors and Supporters. You are solely responsible for the use of the Campaign Content by any visitors and ensuring that such use is in accordance with applicable law and does not violate the rights of any third party. 
6. PRIVACY

You understand that Personal Information will be collected, used, disclosed and processed in accordance with New/Mode’s privacy policy located at https://www.newmode.net/legal or such other place as may be updated by New/Mode from time to time.

7. BILLING AND PAYMENT

New/Mode offers donation-supported and fee-based subscription services. You can learn more about New/Mode’s various offerings here. Pricing may vary by location and will be based on the billing information you provide at the time of purchase. If you are on a fee-based subscription plan, billing will be done through the Organization Account, and Administrators are responsible for payment of subscription fees.

  1. Fees. You will pay to New/Mode the fees described in an Order Form (“Fees”). Unless otherwise noted on an Order Form: (i) all Fees are identified in US dollars; (ii) Fees are non-cancelable and non-refundable; and (iii) quantities purchased cannot be decreased during the relevant subscription term. If your use of the Service exceeds the service capacity set forth on an Order Form or otherwise requires the payment of additional fees pursuant to these Terms, you will be billed for such usage and you will pay the additional fees in accordance with these Terms. 

  2. Changes to the Fees. New/Mode reserves the right to change the Fees and institute new charges on each anniversary of the Term upon providing not less than 30 days prior notice to you.

  3. Billing and Invoicing. New/Mode will prepare and send to the Organization Account Administrators, at the then-current contact information on file with New/Mode, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, all bills are due on receipt. New/Mode may require you to register a valid credit card, direct debit or ACH agreement for automatic billing of all Fees that are due and payable.

  4. Disputed Invoices or Charges.  If you believe New/Mode has charged or invoiced you incorrectly, you must contact New/Mode no later than 30 days after having been charged by New/Mode or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, you will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.

  5. Late Payment. You may not withhold or setoff any amounts due under these Terms. New/Mode reserves the right to suspend your access to the Services and any delivery of Professional Services until all due and undisputed amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), plus all expenses of collection, until fully paid. Without limiting New/Mode other rights, New/Mode may suspend your access to or its performance of the Service, if you have not paid the applicable Fees within 10 business days of the date that such Fees become due.

  6. Taxes. The Fees set out in these Terms do not include applicable sales, use, gross receipts, value-added, excise, personal property or other taxes. You will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with these Terms other than taxes based on the net income or profits of New/Mode.

  7. Cancellation. You can stop using the Service and/or cancel your subscription at any time. If you cancel your subscription you will not be entitled to a refund of any fees already paid and any outstanding fees for the extent of the subscription period agreed to in the Order Form will become immediately due and payable.

  8. Suspension.  Any suspension of the Service by New/Mode pursuant to these Terms will not excuse you from your obligation to make payments under these Terms. 
8. CAMPAIGN PURCHASES AND DONATIONS
  1. Making Donations.
    1. New/Mode allows you to donate to support Campaigns. Organizations on certain plans are subject to an addendum to this Agreement authorizing New/Mode to collect donations on its behalf. New/Mode is not responsible for your activities, except to the extent provided in the Terms. Organizations may or may not be registered charities. A charity must have the appropriate authorisation, permit or license to operate as a charity, as required by the local laws of the territory in which it operates. You are responsible for making your own decisions regarding the authenticity and suitability of the recipient of your donation. Organizations that are charities are responsible for accounting for any donations through the New/Mode Platform Services and processing any tax receipts or statutory reporting. New/Mode cannot guarantee that a tax receipt will be issued for any donation made through the New/Mode Platform Services, whether to an Organization that is a registered charity or not.

    2. Subject to the requirements of applicable local laws, and any other relevant sections of these Terms, once you have made a donation it will only be refunded with the prior written consent of the Organization to whom it has been directed. In the event all funds have been paid out and there are no funds available for refund, New/Mode reserves the right to invoice or direct debit the Organization for the amount of the refund and the entity operating the Organization must agree to settle that invoice within one (1) month of the date of the invoice.

    3. No donations will be refunded for any reason, subject to applicable local laws and the Terms of Service of New/Mode’s payment processor. If New/Mode is unable to transfer the funds to the Organization to which you donated, New/Mode will retain the donation and add it as a credit for Services in the Organization Account. If the Organization Account has been terminated, New/Mode will return your donation via the payment method used. If New/Mode is unable to return your donation to the payment method used, it will be credited to another Organization Account, subject to the deduction of applicable transaction and payment processing fees.

    4. New/Mode does not represent or warrant that your donations will be used for any particular purpose and shall not be responsible for any dissatisfaction you may have regarding use of any donation you may make to support a Campaign or its associated New/Mode Platform Services or for any misuse or non-use of such donations. New/Mode shall not be responsible for ensuring that funds are earmarked for a particular appeal. If you want a donation to be used for a specific purpose, you should contact the Organization and make a donation directly to them. After donations are made, all further dealings are solely between you and the operator of the Organization to which you donated.

    5. New/Mode (or any payments processor or card brand New/Mode works with) will verify the identity of the Organization and undertake any other necessary checks before any funds raised are transferred to it. New/Mode shall have no liability to donors whatsoever for any use or misuse of donations made. It is your sole responsibility to ensure that the Campaign stated to be supported is one that you wish to support.

    6. When you make a donation, the transaction is final and not disputable unless unauthorised use of the payment card or other payment method is proved. If you become aware of fraudulent use of your payment method, or if it is lost or stolen, you must notify your provider in accordance with its reporting rules.

    7. New/Mode will never ask you to provide all of your payment details over email.

    8. New/Mode is not an accounting, taxation or financial advisor, and you should not rely on information given by the Campaign or its associated New/Mode Platform Services to determine any consequences of making a donation.

  2. Receiving Donations.
    1. If you are the recipient Organization of donations, you hereby agree to adhere to best practices regarding processing credit cards, including:
      1. not reattempting to process cards that have been declined by an issuing bank due to lost, stolen or invalid, and not reprocessing cards that have been declined by an issuing bank due to banking server error, do not honor or insufficient funds, in each case, until the cardholder has informed you that the reason for decline has been resolved and that you have permission to reattempt to process such card; and

      2. contacting a cardholder of a declined card before reprocessing a transaction and only reprocessing a declined transaction twice within 16 calendar days from the date of the original declined transaction. In rare circumstances in which a credit card becomes blacklisted due to multiple valid failures (i.e., not for cards reported as stolen, lost, fraudulent, etc.), you will obtain cardholder permission in writing to request a card be removed from such status.

    2. New/Mode shall indemnify and defend you against any third party claims to the extent arising from New/Mode’s failure to maintain compliance with PCI-DSS. This Section states the entire liability of New/Mode with respect to any such third-party claim. You shall give New/Mode prompt written notice of any such claims for indemnification and you agree to relinquish control of defending any such claim to New/Mode, including the right to settle. New/Mode’s maximum liability for these indemnification obligations is $250,000. New/Mode shall not be liable to you for the loss of any donations by donors to you. The parties agree that any such losses are indirect or consequential damages, liability for which is specifically excluded under these Terms.

    3. Subject to completion of the required account registrations, New/Mode shall disburse funds to you, interest-free, less any refunds, chargebacks, and any applicable Fees within five (5) business days of the close of the following disbursement cycles:
      1. the first through the seventh of each month;
      2. the eighth through the fifteenth of each month;
      3. the sixteenth through the twenty-second of each month; and
      4. The twenty-third through the end of each month.
    4. New/Mode may enable, modify or substitute fraud controls on your account and may suspend or delay disbursements in order to protect New/Mode against the risk of, among other things, existing, potential or anticipated chargebacks, fraud or your failure to fulfill responsibilities set forth in these Terms.

  3. Promoted Campaigns and Contributions to New/Mode
    1. Under certain conditions, you may contribute to support Campaigns run by Organizations that are ineligible under New/Mode’s Terms to directly receive funds. Such conditions include, but are not limited to, any Organization that has not registered a deposit account with New/Mode and any Organization on an ineligible plan.

    2. You:
      1. agree that terms under Section 8.c. are supported by reasonable, valuable, and sufficient consideration;
      2. acknowledge the receipt of such consideration; and
      3. state that you have read and understand, and agree to be bound by the terms under Section 8.c.

    3. All contributions made under Section 8.c. are made to New/Mode. New/Mode receives contributions and uses a portion to cover the costs of the New/Mode Platform Services, including, but not limited to, technology fees, engineering, operations, and support services, and a portion to provide Campaign promotion Professional Services. New/Mode reserves the right to decide how such contributions are allocated, subject to its internal policies and these Terms.

    4. You agree to indemnify, defend, and hold harmless each of New/Mode and its Affiliates and each of their officers, directors, employees, agents, and assigns (“Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising from or relating to:
      1. your use of, or activities in connection with New/Mode; or
      2. your violation of the terms in Section 8.c.

    5. Each of New/Mode and its Affiliates reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with the defense of such claim.

    6. You hereby irrevocably waive and release the Section 8.c. indemnitees from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you may have with any other User of the New/Mode Platform Services. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction in which any other statute or common law principles of similar effect applies, you waive the application of such statute or common law with respect to the claims, demands and damages (actual and consequential) released under this paragraph.

    7. You acknowledge and agree that any and all claims, controversies, or disputes between you and New/Mode or its Affiliates (including without limitation those involving federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory) will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.

    8. You and New/Mode and its Affiliates agree that each party may bring claims only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless the parties agree otherwise, the arbitrator(s) may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative or class proceeding. Also, the arbitrator(s) may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other parties. If a court decides that any provision of this paragraph is invalid or unenforceable because it would prevent the exercise of a nonwaivable right to pursue public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in court. All other disputes subject to arbitration under the terms of this agreement to arbitrate shall be arbitrated under its terms.

    9. Canada’s Commercial Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate. Any arbitration will be conducted by the Canadian Arbitration Association (referred to as the “CAA”) under its rules and procedures, including the CAA’s Consumer Arbitration Rules (as applicable), as modified by this agreement to arbitrate. The CAA’s rules are available at www.canadianarbitrationassociation.ca. Payment of all filing, administration, and arbitrator fees will be governed by the CAA’s rules, unless otherwise stated in this agreement to arbitrate. Any arbitration award issued by the arbitrator(s) shall be final and binding and shall be enforceable in any court of competent jurisdiction.
9. CONFIDENTIAL INFORMATION
  1. Definitions. For the purposes of these Terms, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” of the Discloser means any and all information of the Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement, including information concerning the Discloser’s past, present or future customers, suppliers, technology or business, and where the Discloser is you, includes User Content; provided that the Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by the Recipient without access to the Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of the Recipient; (iii) information published or collected by User through use of the New/Mode Platform Services; or (iv) information received by the Recipient from a third party who was free to disclose it without confidentiality obligations.

  2. Confidentiality Covenants. The Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its license rights or perform its obligations under these Terms:
    1. disclose Confidential Information of the Discloser to any person, except to:
      1. in your case, to your employees having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than these Terms, and to such other recipients as the Discloser may approve in writing; or

      2. in the case of New/Mode to New/Mode’s employees, consultants, agents or affiliates, having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than these Terms; to such other recipients as the Discloser may approve in writing; and to its subcontractors or contractors to perform the Service;

    2. use Confidential Information of the Discloser; or

    3. alter or remove from any Confidential Information of the Discloser any proprietary legend.

  3. Each Party will take industry standard precautions to safeguard the other Party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.

  4. Exceptions to Confidentiality.  Notwithstanding Section 9.b., the Recipient may disclose the Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; or (ii) to its legal counsel and other professional advisors, if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business.

  5. Return of Confidential Information.  Upon the termination or expiration of this Agreement and all Order Forms under this Agreement, each Party will promptly return to the other Party or destroy all Confidential Information (excluding any Customer Data which is addressed at Section 13.d. below) of the other Party in its possession or control within a reasonable amount of time, in accordance with the Recipient’s data destruction practices. Notwithstanding the foregoing, New/Mode may retain any electronically archived Customer’s Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Agreement.
10. WARRANTY AND DISCLAIMER
  1. Your Warranty.  You represent and warrant to and covenants with New/Mode that:
    1. any Personal Information that you collect or add to the Service will only include information in respect of which you have provided all notices and disclosures (including to each Permitted User), obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by and in compliance with applicable laws, including applicable privacy laws, to enable New/Mode to provide the Service, including without limitation with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to New/Mode and to or from all applicable third parties;

    2. your use of the Service is in compliance with applicable laws, including without limitation applicable export or import controls and regulations and sanctions;

    3. the User Content and your use of the Service complies with the AUP; and

    4. you own all rights to the User Content and have (and will continue to have) all rights and permissions necessary to use, share, display, transfer and license your User Content via the Service and in the manner set forth in these Terms.

  2. GENERAL DISCLAIMER. THE LAWS OF CERTAIN JURISDICTIONS, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LEGAL WARRANTIES, CONDITIONS OR REPRESENTATIONS. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS (INCLUDING THE FOLLOWING DISCLAIMERS) MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR CONDITION, THE SCOPE AND DURATION OF SUCH WARRANTY OR CONDITION WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW. NEW/MODE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SERVICE (OR ANY PART THEREOF) AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY NEW/MODE TO YOU ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEW/MODE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, NEW/MODE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE SERVICES OR ANY SERVICES (OR ANY PART THEREOF), IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER.
11. INDEMNITIES
  1. New/Mode’s Indemnity.  
    1. New/Mode will indemnify, defend, and hold harmless you and your officers, directors, employees, and agents (each, a “User Indemnitee”) from and against any and all Losses incurred by a User Indemnitee arising out of or relating to any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise (collectively, an “Action”) by a third party (other than an Affiliate or a User Indemnitee) that arise from or relate to any allegation that the Service infringes any third-party Intellectual Property Right in Canada, Australia, New Zealand, United States, European Union and United Kingdom. The foregoing obligation does not apply to any Action or Losses arising out of or relating to any:
      1. incorporation of any Service into, or any combination, operation, or use of any Service with, any products or services not provided or authorized by New/Mode;
      2. modification of any Service other than by New/Mode or with New/Mode’s express written approval;
      3. unauthorized use of the Service; or
      4. Your indemnity in Section b.11.  

      THE FOREGOING IS NEW/MODE’S SOLE AND EXCLUSIVE LIABILITY, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

    2. If the Service is, or in New/Mode’s opinion is likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if your use of any Service is enjoined or threatened to be enjoined, New/Mode may, at its option and sole cost and expense:
      1. obtain the right for you to continue to use the affected Service materially as contemplated by these Terms;
      2. modify or replace the Service, in whole or in part, to seek to make the Service (as so modified or replaced) non-infringing while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute the Service under these Terms; or
      3. if New/Mode determines that neither of the foregoing two options are reasonably available, then these Terms may be terminated by New/Mode and New/Mode’s sole liability, in addition to the indemnification obligations herein, will be to refund prepaid unused Fees attributable to any Service that were to be provided after the effective date of termination.

      THE FOREGOING IS IN LIEU OF ANY REPRESENTATION, COVENANTS OR WARRANTIES OF NONINFRINGEMENT, WHICH ARE DISCLAIMED.

  2. Your Indemnity.  You will defend, indemnify and hold harmless New/Mode, and its officers, directors, employees and agents (each, a “New/Mode Indemnitee”) from and against any and all Losses incurred by a New/Mode Indemnitee arising out of or relating to any Action by a third party (other than an Affiliate of a New/Mode Indemnitee) that arise from or relate to: (i) User Content; (ii) Your breach of any of your obligations, representations, warranties or covenants under these Terms or AUP; (iii) unauthorized use of the Service by you or any Permitted User; or (iv) use of the Services(or any part thereof) by you or any Permitted User in combination with any third party software, application or service. You will fully cooperate with New/Mode in the defense of any claim defended by you pursuant to its indemnification obligations under these Terms and will not settle any such claim without the prior written consent of New/Mode.

  3. Indemnification Procedure.  Each Party will promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to this Section 11. The Party seeking indemnification (the “Indemnitee”) will cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor will promptly take control of the defense and investigation of such Action (although the Indemnitor shall not settle any claim without the Indemnitee’s prior written consent) and will employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section c. will not relieve the Indemnitor of its indemnity obligations under this Section. except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.
12. LIMITATION OF LIABILITIES
  1. The Parties acknowledge that the following provisions have been agreed to by them and reflect a fair allocation of risk and form an essential basis of the agreement and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:
    1. AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF NEW/MODE IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY YOU FOR THE SERVICE IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL NEW/MODE’S THIRD-PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.

    2. TYPE.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL NEW/MODE BE LIABLE TO CUSTOMER OR ANY PERMITTED USER FOR ANY:
      1. SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES;
      2. LOST OR LOSS OF: SAVINGS; PROFIT; DATA; USE, OR GOODWILL;
      3. BUSINESS INTERRUPTION
      4. COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES;
      5. PERSONAL INJURY OR DEATH; OR
      6. PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES. 
13. TERM AND TERMINATION
  1. Term. These Terms shall take effect the first time you access the Service and shall continue in full force and effect until:
    1. if you are a paid subscriber, the expiration or termination of your subscription; or
    2. If you are, or remain following termination of a subscription, a User on a free or donation-supported account, when your account is deleted or terminated.

    Paid subscription agreements commence on the date agreed to in an Order Form and continue to be in effect for the “Initial Term” stipulated in the Order Form. Unless otherwise provided in an Order Form, paid subscription agreements renew automatically for successive periods equal to the Initial Term (“Renewal Term”), unless either Party provides the other Party with written notice of its intention not to renew not less than 30 days prior to the end of the then current Term (each, a “Renewal Term” and together with the Initial Term, the “Term”).

  2. Termination by New/Mode. In addition to, and not withstanding anything to the contrary in these Terms, Your and all Permitted Users’ access to the Service may be terminated or suspended by New/Mode at any time at New/Mode’s sole discretion. New/Mode may immediately terminate Customer’s right to use the Service or these Terms:
    1. if New/Mode believes that You or any Permitted User has violated these Terms;
    2. if New/Mode believes the use of User Content with the Service is not in New/Mode’s or its other users’ best interests;
    3. if New/Mode ceases to offer the Service; or
    4. as required by applicable laws.

  3. Termination. Notwithstanding any other Section of this Agreement, New/Mode may, in its discretion, terminate the Agreement or any Order Form at any time by providing written notice to you. New/Mode may, in addition to other relief, terminate this Agreement if you commit a breach of these Terms and fail to correct such breach within the time frame provided in a written notice of such breach. New/Mode may in its discretion terminate this Agreement effective immediately upon delivery of notice of termination to you if you become insolvent, cease to conduct business in the ordinary course, take any step or proceeding available to you for the benefit of insolvent debtors, or are subject to a proceeding for liquidation, dissolution or winding up, or a receiver, manager, receiver-manager, liquidator, trustee in bankruptcy or any other officer or person with similar powers is appointed in respect of you or over your property or assets.

  4. Effect of Termination.  Upon expiration or termination of this Agreement, you will immediately cease (and ensure that all Permitted Users immediately cease) accessing or using Service and return any New/Mode Property in your possession and certify in writing to New/Mode that the New/Mode Property has been returned. No expiration or termination will affect your obligation to pay all Fees that may have become due before such expiration or termination or entitle you to any refund. All Fees due and payable and any amounts due to New/Mode are immediately due and are to be immediately paid by you to New/Mode. All Order Forms will terminate upon the termination of this Agreement. No new Order Forms may be agreed to or entered into by the Parties, upon the termination of this Agreement.

  5. Survival. The following Sections, together with any other provision of these Terms which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 4. (Ownership; Reservation of Rights), Section 6. (Privacy), Section 7. (Billing and Payment), Section 8. (Campaign Purchases and Donations), Section 9. (Confidential Information), Section 10. (Warranty and Disclaimer), Section 11. (Indemnities), Section 12. (Limitation of Liabilities), Section 13.e. (Survival), and Section 15. (General Provisions).
14. SUPPORT SERVICES

You will generally have access to New/Mode’s technical support via email at support[at]newmode.net ("Support Services"), according to New/Mode's published Service Level Policies ("SLP"), available here. New/Mode may amend the Support Services from time to time in its sole discretion.

15. GENERAL PROVISIONS
  1. Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by registered or certified mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be sent:
    1. if to New/Mode, to the following email contact or mailing address: 
      support[at]newmode.net
      ATTN: Contracts & Legal
      312 Main Street
      Vancouver, BC Canada V6A 2T2

    2. if to you, to the current mailing or email address that New/Mode has on file for you.

    New/Mode may change its contact information by posting the new contact information on its Website or by giving notice thereof to you. You are solely responsible for keeping your contact information on file with New/Mode current at all times during the Term.

  2. Assignment.  You may not assign this Agreement to any third party without New/Mode’s prior written consent. Any purported assignment or delegation by you in violation of this Section will be null and void. New/Mode may assign this Agreement or any rights under this Agreement to any third party without your consent. This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.

  3. Governing Law and Attornment. This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Vancouver, British Columbia, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent New/Mode from seeking injunctive relief with respect to a violation of Intellectual Property Rights or confidentiality obligations in any appropriate jurisdiction.

  4. Export Restrictions.  You will comply with all export laws and regulations that may apply to your access to or use of the Service. New/Mode makes no representation or warranty that the Service may be exported without you first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.

  5. Construction.  Except as otherwise provided in these Terms, the Parties’ rights and remedies under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms are for reference purposes only and have no substantive effect. The terms “consent” or “discretion” mean the right of a Party to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to the other Party.

  6. Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that Party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (“Force Majeure”). For clarity, a Force Majeure event shall not excuse you from your failure to pay Fees or your indemnities under these Terms. This Section does not apply to any of your obligations under Sections 7., 9., or 11.

  7. Severability. Any provision of these Terms found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.

  8. Waiver. A waiver of any provision of these Terms must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

  9. Independent Contractors. New/Mode’s relationship to you is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.

  10. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.

  11. Amendments. No amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, NEW/MODE MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY GIVING YOU PRIOR NOTICE OF SUCH AMENDMENT OR POSTING NOTICE OF SUCH AMENDMENT ON ITS WEBSITE. UNLESS OTHERWISE INDICATED BY NEW/MODE, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO YOU OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER).

  12. Customer Lists. New/Mode may identify you by name and logo as a New/Mode customer on New/Mode’s websites and on other promotional materials.

  13. English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des Parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
16. CONTROLLER ADDENDUM
  1. Description of the Joint Processing of Personal Data. This Section represents the arrangements made between New/Mode and the Organization to determine the respective responsibilities and obligations for the Parties under “Applicable Data Protection Laws” for the processing activities related to “Personal Data” (hereinafter “Joint Processing”).

  2. Point of contact. The single point of contact regarding the performance of this Addendum can be contacted at: privacy[at]newmode.net

  3. Description of the roles of New/Mode and the Organization. For the Joint Processing, the Parties’ responsibilities for compliance with the obligations under the GDPR with regard to the Joint Processing are determined as follows:
Obligation under Applicable Data Protection Laws
New/Mode
Organization

Requirement of legal basis for Joint Processing

☑️

Providing information to Data Subjects on Joint Processing of Personal Data

☑️

Response to Data Subjects’ requests

☑️

Notification of Personal Data Breach to competent Supervisory Authorities

☑️

Notification of Personal Data Breach to Data Subject

☑️

Communication to competent Supervisory Authorities

☑️

Making available the essence of this Addendum

☑️

17. DEFINITIONS

As used in this Agreement, the following capitalized words have the meaning set out below:

  1. Aggregated Content” has the meaning in Section 4.iii.
  2. Agreement” and “Terms” have the meaning in the preamble.
  3. Amendment” has the meaning set out in Section 15.K.
  4. Applicable Data Protection Laws” means all applicable rules and legislation pertaining to the Processing of Personal Data under the Agreement, including, but not limited to, the General Data Protection Regulation 2016/679 (“GDPR”), any national rules and legislations implementing the GDPR, and the UK General Data Protection Regulation (“UK GDPR”). For the purposes of Section The terms “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Process”, and “Supervisory Authority” shall have the meaning given to them under Applicable Data Protection Laws.
  5. AUP” has the meaning set out in the preamble.
  6. Confidential Information” has the meaning set out in Section 9.a.
  7. Discloser” has the meaning set out in Section 9.a.
  8. Feedback” has the meaning set out in Section 4.e.
  9. Fees” has the meaning set out in Section 7.a.
  10. Force Majeure” has the meaning set out in Section 15.f.
  11. Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
  12. Joint Processing” has the meaning set out in Section 16.a.
  13. Licensed Third Party Technology” means third party technology that is licensed under separate license terms and not under these Terms. 
  14. Loss” or “Losses” means any and all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers. 
  15. Modifications” means modifications, improvements, customizations, patches, bug fixes, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and “Modify” has a corresponding meaning.
  16. New/Mode Platform Services” means: (i) the services through which New/Mode hosts and makes available the New/Mode Platform Services as described in an Order Form; and (ii) any component or Modification of the services referred to in (i). 
  17. New/Mode Property” has the meaning set out in Section 4.c.
  18. Order Form” means an order form that references these Terms and that is executed by both Parties or otherwise accepted by you. 
  19. Organization Account” means the space created on behalf of a person or entity in the New/Mode Platform Services that provides access to multiple Permitted Users for the purpose of collaboration on the person or entity’s Campaigns. “Organization” means the specified person or entity. 
  20. Party” has the meaning set out in the preamble.
  21. Permitted User” has the meaning set out in Section 3.b.
  22. Personal Information” means information identifiable to any person.
  23. Privacy Policy” has the meaning set out in Section 6.
  24. Professional Services” means the consulting, training and other professional services described in an Order Form. The term “Professional Services” does not include New/Mode Platform Services.
  25. Recipient” has the meaning set out in Section 9.a.
  26. Services” means the New/Mode Platform Services, the Support Services, and the Professional Services, collectively, and any part thereof.
  27. Supporter Data” means any data collected through published Campaigns.
  28. Support Services” has the meaning set out in Section 14.
  29. Recipient Data” means any contact data used in the New/Mode Platform Services to reach the target decision-makers of a Campaign.
  30. Term” has the meaning set out in Section 13.a.
  31. Third-Party Products” has the meaning set out in Section 2.g.
  32. User Account” has the meaning set out in Section 3.a.
  33. User Content” means any data, information, content, records, and files that User or any Permitted User loads, enters into, transfers into, or otherwise adds into the New/Mode Platform Services, excluding Personal Information, Supporter Data, Aggregated Data and any other New/Mode Property.
  34. User Data” means any and all data, information, content, records, and files that User or any Permitted User loads, enters into, transfers into, or otherwise adds into the New/Mode Platform Services, including but not limited to User Content and Personal Information, and excluding Supporter Data, Aggregated Data and any other New/Mode Property.
  35. Website” and “Websites” mean any websites used by New/Mode to provide the New/Mode Platform Services, including the websites located at newmode.net.