Terms & Conditions

1. Acceptance of Terms

These Terms & Conditions (“Terms”) govern your access to and use of the DonorsBase website at https://donorsbase.com/, the DonorsBase application, embeddable donation forms, donor portal, APIs, documentation, and all related services (collectively, the “Services”), provided by Orthoplex Solutions (“Orthoplex,” “DonorsBase,” “we,” “us,” or “our”). By creating an account, clicking “I agree,” checking an acceptance box, or otherwise accessing or using the Services, you agree to these Terms, our Privacy Policy, and our Data Processing Agreement (where applicable), each incorporated herein by reference. If you do not agree, do not use the Services.

Electronic acceptance at signup has the same legal effect as a signed agreement. We may record the date, time, and version of Terms you accepted. If you register on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

2. Definitions

“Customer” means the nonprofit organization, charity, church, or other entity that registers for an account to use the Services.

“Authorized Users”means employees, contractors, volunteers, and agents Customer authorizes to access the Services on Customer's behalf.

“Donor” means any individual or entity that contributes funds to Customer through the Services. Donors are not parties to these Terms unless expressly stated.

“Customer Data”means data submitted to or processed in the Services by or on behalf of Customer, including donor records, campaign content, gift history, and uploaded files, excluding DonorsBase's aggregated or anonymized analytics and DonorsBase's confidential information.

“Personal Data” means information relating to an identified or identifiable individual, as defined under applicable data protection laws.

“Payment Processors” means third-party payment service providers such as Stripe, PayPal, and Authorize.net that process donations and subscription payments under their own terms.

“Subprocessor” means a third party engaged by DonorsBase to process Personal Data on our behalf in connection with the Services (for example, cloud hosting, email delivery, or analytics providers).

3. Description of the Services

DonorsBase is a software-as-a-service platform for donor management, online fundraising, recurring giving, receipt generation, campaign tracking, reporting, and related nonprofit operations. Features, integrations, and availability may change at any time. We may add, modify, or discontinue features with or without notice.

DonorsBase is an Orthoplex Solutions product. More information about Orthoplex is available at https://orthoplexsolutions.com.

4. Our Role: Technology Platform Only

The Services are provided as a technology platform only. Our role is expressly limited to making the Services available and maintaining them for Customers and their Donors. DonorsBase is not a charity, professional fundraiser, broker, escrow agent, trustee, fiduciary, financial institution, merchant of record, payment processor, or tax advisor for any Customer, Donor, or user for any purpose.

We do not solicit donations on behalf of any Customer, do not control how donated funds are used, do not verify a Customer's nonprofit or tax-exempt status, and do not guarantee the accuracy of any campaign, receipt, or organizational representation posted by a Customer. All fundraising representations, legal compliance, and use of funds are solely the Customer's responsibility.

Donors interact with Customers through tools we provide. Donation disputes, refund requests, and questions about tax deductibility are between the Donor and the Customer, not DonorsBase.

5. Donors and Other Third Parties

These Terms govern the relationship between DonorsBase and Customer. Donors, website visitors who are not account holders, and other third parties are not bound by these Terms unless they separately agree to applicable terms (for example, when creating a DonorsBase account).

Customer must ensure donation pages and checkout flows clearly disclose that:

• DonorsBase provides technology only and is not the recipient of the donation;
• the named Customer organization receives the gift and is responsible for its use;
• payment processing is handled by third-party Payment Processors under their terms;
• tax deductibility, if any, is determined by the Customer and applicable law, not DonorsBase.

A recommended donor-facing disclosure is available in our documentation. Customer is responsible for displaying accurate checkout language on all embeddable forms and campaign pages. DonorsBase disclaims all liability for claims brought by Donors or other third parties to the fullest extent permitted by law.

6. Eligibility and Account Registration

You must be at least 18 years old and capable of forming a binding contract to register an account. Authorized Users must comply with these Terms. You agree to provide accurate, current, and complete registration information and to keep it updated.

You are responsible for maintaining the confidentiality of account credentials and for all activity under your account. Notify us immediately at support@donorsbase.com of any unauthorized access. We may refuse registration, suspend, or terminate accounts at our sole discretion, including for suspected fraud, legal risk, or violation of these Terms.

7. Customer Fundraising Responsibilities

Customer is solely responsible for all fundraising activities conducted through the Services, including:

• campaign content, descriptions, images, and representations made to Donors;
• compliance with all applicable charitable solicitation, consumer protection, disclosure, and tax laws in every jurisdiction where Customer solicits or accepts donations;
• obtaining and maintaining valid tax-exempt or charitable registration status where required;
• determining whether any donation is tax-deductible and issuing accurate, compliant receipts;
• using donated funds only as represented to Donors;
• honoring refund policies disclosed to Donors;
• donor communications, consent, and preference management;
• assessing, collecting, reporting, and remitting all applicable taxes.

Customer represents and warrants that its organization and fundraising activities are lawful, that all public-facing content is accurate and not misleading, and that Customer will promptly correct errors. We may share Customer information with regulators, payment processors, or law enforcement when required or when we reasonably believe it necessary to address fraud or legal risk. We may remove or disable campaigns that pose legal, fraud, or reputational risk without liability.

8. Donor-Facing Disclosures and Receipts

Customer is responsible for ensuring donation pages, confirmations, and receipts contain all disclosures required by applicable law, including legal name, registration numbers where applicable, refund policies, and contact information. DonorsBase provides tools to generate receipts and tax summaries, but Customer is solely responsible for reviewing, verifying, and approving all donor-facing documents before they are sent or published.

We do not provide tax, legal, or accounting advice. Customer should consult qualified professionals regarding receipt language, deductibility statements, and year-end reporting obligations in its jurisdiction (including IRS, CRA, and equivalent requirements).

9. Subscriptions, Billing, and Fees

Certain plans are offered on a subscription basis billed monthly in advance unless otherwise stated. Plan limits may be based on the number of active donors or other metrics described on our pricing page. Exceeding plan limits may require an upgrade.

Except where required by applicable law, subscription fees and platform fees paid to DonorsBase are non-refundable. We may change pricing with at least 30 days' notice by posting updated pricing or notifying account holders. Continued use after a price change constitutes acceptance unless Customer cancels before the change takes effect.

Where subscriptions auto-renew, Customer authorizes recurring charges until cancellation. Customer may cancel at any time through account settings or by contacting support; cancellation takes effect at the end of the current billing period unless otherwise stated. Fees exclude taxes. Where we are required to collect sales, VAT, GST, or similar taxes, Customer will pay them unless a valid exemption certificate is provided.

10. Payment Processors and Donation Processing

DonorsBase is not a payment processor and does not act as merchant of record for donations. Payment processing is provided by Payment Processors you connect under separate agreements (Stripe, PayPal, Authorize.net, and others). Your use of Payment Processors is governed by their terms and privacy policies.

We do not store full payment card numbers on our servers. Cardholder data is collected and processed directly by Payment Processors. We may transmit transaction instructions and receive status updates to operate the Services. Payment Processors may decline, delay, or reverse transactions at their discretion.

Customer is responsible for PCI-DSS compliance in Customer-controlled environments, securing API keys and credentials, and all activity conducted through connected processor accounts.

11. Chargebacks, Refunds, and Payment Disputes

Customer is solely responsible for donor refunds, chargebacks, reversals, disputes, fines, penalties, and related processor fees arising from donations processed through the Services. Processor fees are typically non-refundable even when a donation is refunded or charged back.

Customer must respond promptly to processor dispute requests and provide accurate supporting documentation. We may pass through processor chargeback or dispute fees to Customer and may suspend access if dispute rates create legal or financial risk to DonorsBase or our partners.

12. Acceptable Use

You agree not to use the Services to:

• violate any law, regulation, or third-party rights;
• conduct fraudulent, deceptive, or misleading fundraising;
• infringe intellectual property, privacy, or publicity rights;
• harvest or collect personal data without proper consent and legal basis;
• transmit malware, spam, or abusive content;
• attempt unauthorized access, probe, or disrupt the Services;
• reverse engineer, decompile, or extract source code except as permitted by law;
• resell, sublicense, or white-label the Services without written authorization;
• use the Services for any purpose other than lawful nonprofit or organizational fundraising and donor management;
• circumvent usage limits, security controls, or billing mechanisms.

We may investigate violations and take appropriate action, including removing content, suspending accounts, or terminating access, without liability to you.

13. Communications and Marketing Compliance

If Customer uses email, SMS, or other messaging features (now or in the future), Customer is solely responsible for obtaining required consents, maintaining consent records, honoring opt-out requests, and complying with CAN-SPAM, TCPA, CTIA guidelines, CASL, PECR, GDPR marketing rules, and all other applicable anti-spam and electronic communications laws. Customer will indemnify DonorsBase for claims arising from Customer's messaging practices or content.

14. License Grant and Restrictions

Subject to these Terms and payment of applicable fees, we grant Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the term solely for lawful fundraising and donor management purposes.

Customer receives only a license. DonorsBase retains all right, title, and interest in the Services, software, documentation, trademarks, and related intellectual property. Customer may not copy, modify, distribute, create derivative works from, or remove proprietary notices from the Services except as expressly permitted.

15. Customer Data and Privacy

Customer retains ownership of Customer Data. Customer grants DonorsBase a limited, worldwide license to host, store, process, transmit, display, and use Customer Data solely to provide, secure, support, and improve the Services and as described in our Privacy Policy.

Customer is the data controller for donor Personal Data processed through the Services. DonorsBase acts as a data processor (or service provider, under CCPA/CPRA) when processing such data on Customer's instructions. Customer is responsible for providing appropriate privacy notices to Donors, obtaining required consents, and complying with applicable data protection laws (including GDPR, UK GDPR, CCPA/CPRA, and PIPEDA).

We do not sell Customer Data. Upon termination, Customer may export data using standard export features for 30 days unless legally prohibited. Thereafter we may delete or anonymize Customer Data consistent with our retention policies, applicable law, and the DPA.

16. Data Processing Agreement

Where DonorsBase processes Personal Data on Customer's behalf, the DonorsBase Data Processing Agreement (“DPA”) applies and is incorporated into these Terms. The DPA describes processing purposes, security measures, Subprocessors, cross-border transfers, and each party's obligations under applicable data protection laws.

Customer's signed acceptance of these Terms or continued use of the Services constitutes acceptance of the DPA. If there is a conflict between these Terms and the DPA regarding Personal Data processing, the DPA controls for that subject matter.

Current Subprocessors include cloud infrastructure, email delivery, and analytics providers listed in the DPA. We will provide notice of material Subprocessor changes as described in the DPA.

17. Third-Party Services and Integrations

The Services integrate with third-party providers including Payment Processors, QuickBooks, email providers, and hosting partners. Your use of third-party services is subject to their terms. We are not responsible for the availability, acts, omissions, or performance of third-party services and disclaim all liability related to them to the fullest extent permitted by law.

18. Intellectual Property

The Services, including software, design, logos, trademarks, and documentation (excluding Customer Data), are owned by or licensed to Orthoplex Solutions and protected by intellectual property laws. You may not use DonorsBase trademarks or branding without prior written consent. Feedback you provide may be used by us without restriction or compensation.

Customer breach of license restrictions, misuse of DonorsBase confidential information, or unauthorized use of our intellectual property may entitle DonorsBase to seek injunctive or equitable relief without bond, in addition to any other remedies available at law.

19. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT DONATIONS WILL BE PROCESSED WITHOUT INTERRUPTION, THAT DATA WILL BE ACCURATE OR SECURE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO REPRESENTATIONS REGARDING TAX DEDUCTIBILITY, CHARITABLE STATUS, OR LEGAL COMPLIANCE OF ANY CUSTOMER OR CAMPAIGN.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ORTHOPLEX SOLUTIONS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, DONATIONS, OR BUSINESS, ARISING OUT OF OR RELATED TO THE SERVICES, CUSTOMER DATA, PAYMENT PROCESSING, THIRD-PARTY SERVICES, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED CANADIAN DOLLARS (CAD $100) OR (B) THE AMOUNTS YOU PAID TO DONORSBASE FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

21. Limitation Period for Claims

To the fullest extent permitted by law, any claim or cause of action arising out of or related to the Services or these Terms must be filed within one (1) year after the claim arose or the facts giving rise to the claim were known or should reasonably have been known. Failure to file within that period permanently bars the claim.

22. Indemnification

Customer agrees to indemnify, defend, and hold harmless Orthoplex Solutions and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, penalties, and expenses (including reasonable legal fees) arising out of or related to:

• Customer's fundraising activities, campaign content, or representations;
• Customer Data or allegations that Customer Data infringes third-party rights;
• Customer's breach of these Terms, the DPA, or violation of law;
• donor refunds, chargebacks, or payment disputes;
• Customer's tax, receipt, or regulatory compliance failures;
• Customer's messaging, consent, or marketing practices;
• any dispute between Customer and a Donor or other third party;
• claims by Donors or regulators relating to Customer's use of the Services.

23. Suspension and Termination

Either party may terminate these Terms at any time. We may suspend or terminate access immediately, with or without notice, for violation of these Terms, legal risk, non-payment, fraud, excessive chargebacks, or suspected unlawful activity.

Upon termination, your license ends and access may be disabled. Sections that by their nature should survive termination will survive, including ownership, disclaimers, limitations of liability, limitation period, indemnification, dispute resolution, and governing law.

24. Security Incidents

We implement commercially reasonable technical and organizational security measures as described in our Privacy Policy and DPA. No system is completely secure. Customer must notify us promptly at support@donorsbase.com if Customer becomes aware of unauthorized access to its account or suspected compromise of credentials.

If we confirm a security incident affecting Customer Personal Data in our control, we will notify Customer without undue delay and provide information reasonably available to assist Customer in meeting its regulatory obligations. Customer remains responsible for notifying Donors and authorities as required by applicable law.

25. Accessibility

DonorsBase endeavors to make platform UI reasonably accessible and, where feasible, align with WCAG 2.1 Level AA for core donation and account flows. Customer is solely responsible for the accessibility of Customer-provided content on fundraising pages, including text, images, colors, and third-party embeds.

26. EU and UK Fundraising (Where Applicable)

If Customer solicits donations from individuals in the European Economic Area or United Kingdom, Customer represents and warrants compliance with applicable charity, fundraising, transparency, and electronic marketing laws, including regulator registration where required and the UK Code of Fundraising Practice where applicable.

DonorsBase is a technology provider only and does not act as a professional fundraiser, commercial participator, or regulated fundraising intermediary. Customer is solely responsible for local compliance and donor-facing disclosures in those regions.

27. International Use, Export, and Sanctions

Customer will comply with applicable export control and sanctions laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive sanctions that would prohibit provision of the Services without authorization. We may suspend access if continued use may violate such laws.

28. Anti-Corruption

Customer represents and warrants it will comply with applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act, and will not use the Services in any manner that would cause DonorsBase to violate such laws.

29. Force Majeure

Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including natural disasters, war, labor disputes, internet or utility failures, government actions, or third-party service outages, except payment obligations then due.

30. Modifications to the Services and Terms

We may modify, suspend, or discontinue any part of the Services at any time. We may revise these Terms from time to time. Material changes will be posted on this page with an updated effective date and, where appropriate, notified via email or in-app notice. Continued use after changes take effect constitutes acceptance unless Customer cancels before the effective date. If you do not agree, you must stop using the Services.

31. Dispute Resolution, Arbitration, and Class Action Waiver

Informal resolution. Before initiating formal proceedings, the parties agree to attempt in good faith to resolve disputes by contacting support@donorsbase.com and allowing 30 days for resolution.

Binding arbitration. Except as set out below, any dispute, controversy, or claim arising out of or relating to these Terms or the Services that is not resolved informally shall be finally resolved by binding arbitration administered in Ontario, Canada under the ADR Institute of Canada Arbitration Rules then in effect. The arbitration shall be conducted in English before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT DISPUTES WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims or preside over any form of class or representative proceeding.

Exceptions. Either party may: (a) bring an individual claim in small claims court if it qualifies; (b) seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property, confidential information, or security interests; or (c) pursue remedies where arbitration is prohibited by applicable law.

Governing law.These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles, except that arbitration and class waiver enforceability may be governed by the law of Customer's jurisdiction where required.

32. General

These Terms, together with the Privacy Policy and DPA, constitute the entire agreement between you and Orthoplex Solutions regarding the Services and supersede prior agreements on the subject. If any provision is found unenforceable, the remainder remains in effect. Our failure to enforce any right is not a waiver. Customer may not assign these Terms without our consent; we may assign them freely in connection with a merger, acquisition, or sale of assets. Notices may be provided by email, in-app message, or posting on our website.