This Organization Agreement ("Agreement") is entered into by and between Caldwell Allen Consulting, LLC, a Georgia limited liability company ("Caldwell Allen Consulting," "Amplifya Network," "Amplifya," "we," "us," or "our"), and the organization signing this Agreement ("Organization," "you," or "your").
1. Purpose of Agreement
Amplifya Network provides a fundraising, visibility, and community engagement platform that allows participating organizations to create and manage branded business directories. The Organization wishes to use Amplifya Network to create and operate a business Directory that highlights businesses connected to or supportive of the Organization’s community, members, mission, fundraising efforts, economic development goals, or other community engagement purposes. This Agreement governs the Organization’s use of the Services as an Organization. The Organization’s use of the Services is also subject to Amplifya’s Terms of Service and Privacy Policy, which are incorporated into this Agreement by reference.
2. Directory Setup and Platform Access
Amplifya will provide the Organization with access to the Amplifya platform for the purpose of creating, launching, and operating a branded business Directory. Directory setup may include the Organization’s name, logo, colors, Directory description, Business Owner Listing Fee, payment settings, administrative access, and other available platform settings. The Organization is responsible for providing accurate setup information, keeping its Directory information current, and notifying Amplifya of any material changes to its contact information, Directory details, payment settings, or authorized administrators. Payment processor account requirements. To receive Business Owner Listing Fees, the Organization must create and maintain a connected account with Amplifya’s designated payment processor as directed by Amplifya. Amplifya is not responsible for payment delays, holds, or failures resulting from the Organization’s failure to establish or maintain its connected payment processor account, or to satisfy the payment processor’s identity, banking, tax, or verification requirements. Organizations that do not accept Business Owner Listing payments are not required to connect a payment processor.
3. Amplifya Responsibilities
Amplifya will provide reasonable support to assist the Organization with launching and using its Directory. This may include directory setup assistance, onboarding support, administrator guidance, activation resources, communication templates, business recruitment guidance, listing approval process guidance, and basic platform support. The scope, format, and availability of support may vary and may change over time. Amplifya is not responsible for managing the Organization’s internal operations, fundraising strategy, member communications, tax obligations, legal compliance, or decisions regarding which businesses should be invited, approved, rejected, suspended, unpublished, or removed from the Directory.
4. Organization Responsibilities
The Organization is responsible for its Directory and its use of the Services, including:
- setting the Business Owner Listing Fee for its Directory;
- reviewing, approving, rejecting, managing, suspending, unpublishing, or removing Listings as appropriate, subject to the refund and remedy obligations in Section 7;
- ensuring that Organization content, branding, Directory information, and communications are accurate, appropriate, and lawful;
- communicating with Business Owners, prospective Business Owners, members, supporters, residents, sponsors, or other audiences regarding the Directory;
- using Business Owner, Individual User, member, resident, donor, supporter, or other personal information only for lawful and appropriate purposes;
- complying with laws that apply to the Organization’s activities, including privacy, marketing, fundraising, tax, consumer protection, charitable solicitation, and communications laws; and
- ensuring that administrative access is granted only to individuals or service providers authorized to act on the Organization’s behalf and that those users comply with this Agreement; the Organization is not required to obtain Amplifya’s approval to authorize such users, and the Organization remains responsible for all activity conducted through its administrative accounts. Electronic communications. If the Organization uses the Services to send electronic communications, including email or text messages, to Business Owners or other users, the Organization is solely responsible for compliance with applicable laws, including the CAN-SPAM Act and the Telephone Consumer Protection Act (TCPA). If the Organization uses contact information obtained through the Services to communicate with Business Owners or other users, whether through the Services or by other means, the Organization is solely responsible for ensuring those communications comply with all applicable laws and regulations. The Organization agrees that it will not use the Services to mislead Business Owners, Individual Users, members, donors, residents, sponsors, supporters, or the public regarding the purpose of the Directory, the use of Listing Fees, the benefits of participation, or the relationship between the Organization and Amplifya.
5. Business Listings and Approval
The Organization is responsible for determining which businesses may participate in its Directory, subject to Amplifya’s Terms of Service, platform requirements, and applicable law. The Organization may approve, reject, suspend, unpublish, or remove Listings in accordance with its own participation criteria and the needs of its Directory, including for reasons of brand fit or consistency with the Organization’s mission, values, or standards. Any such decision is subject to the Organization’s refund and remedy obligations in Section 7. Amplifya may also suspend, unpublish, or remove Listings that violate Amplifya’s Terms of Service, platform requirements, applicable law, or the integrity of the Services. The Organization will review each submitted Listing within a reasonable period of time, generally within fourteen (14) calendar days of submission. If additional time is reasonably necessary due to holidays, volunteer availability, organizational scheduling, or other similar circumstances, the Organization may take additional time to complete its review. A Business Owner’s Listing Term begins when the Business Owner submits payment; if the Organization declines a Listing, the affected Business Owner’s rights are as described in Section 7 and the Business Listing Terms. Business Owners may submit updates to their Listing through the Amplifya platform. Certain changes may become effective immediately, while others may require review and approval by the Organization before publication, in accordance with the Organization’s participation policies and the platform’s functionality. The Organization must not approve, publish, or maintain Listings that fail to meet the platform eligibility standards described in Amplifya’s Terms of Service or that otherwise violate Amplifya’s Terms of Service or applicable law. Beyond those minimum platform standards, the Organization determines the eligibility of lawful businesses for its Directory based on its own mission, values, and participation criteria. Amplifya may suspend, unpublish, or remove any Listing that does not meet the platform eligibility standards, and the Organization will cooperate with Amplifya to remove Listings that do not meet those standards or are unlawful. Business Owners are responsible for the accuracy and legality of their own Listings. Amplifya does not verify, endorse, certify, or guarantee any Business Owner, Listing, product, or service.
6. Fees, Pricing, Discounts, and Listing Fees
Amplifya establishes the setup fee, subscription fee, renewal terms, and other platform fees applicable to the Organization’s use of the Services. These fees will be disclosed in the Amplifya platform, during onboarding, or in a separate fee schedule or order form provided to the Organization. The Organization is responsible for setting the Business Owner Listing Fee for its Directory through the Amplifya platform, subject to any platform requirements or limitations established by Amplifya and disclosed to the Organization. The Organization establishes the Listing Fee for its Directory and determines whether a Listing Fee applies. The applicable Listing Fee and the available purchase and renewal options will be presented to the Business Owner at the time of purchase or renewal. Amplifya may provide a promotional code, pilot discount, or other limited-time discount that reduces or waives certain Amplifya fees for an initial period. Unless expressly stated otherwise in writing, any discount applies only to the period for which it is issued and does not waive or reduce future subscription fees, renewal fees, or other amounts that become due after the discount period ends. Business Owner Listing Fees are intended to support the sponsoring Organization’s fundraising, economic development, community engagement, or mission-related activities, as determined by the Organization.
7. Payment Processing, Platform Fee, Refunds, and Chargebacks
Refunds between Amplifya and the Organization. The following refund policy applies only to setup fees, subscription fees, renewal fees, and other amounts payable by the Organization to Amplifya under this Agreement. It does not apply to Business Owner Listing Fees, which are governed separately below. Setup fee. The setup fee is non-refundable. Initial subscription. The Organization's initial fifteen (15)-month subscription fee is refundable if the Organization requests a refund within sixty (60) calendar days after purchase, provided that (a) the Organization has not accepted payment for any Business Owner Listings through the Services, and (b) the Organization has not otherwise launched or used the Directory to conduct fundraising or business listing activities. Once either of these events occurs, or the sixty (60)-day period expires, the initial subscription fee becomes non-refundable. Renewal subscriptions. Renewal subscriptions require the Organization's affirmative approval before payment is processed. Once a renewal subscription payment has been processed, the renewal subscription fee is non-refundable. Exceptions. Notwithstanding the foregoing, Amplifya may, in its sole discretion, provide a full or partial refund in exceptional circumstances, including billing errors or situations where Amplifya is unable to provide the subscribed Services. Business Owner Listing Transactions. Merchant of record. For Business Owner Listing transactions, the Organization is the merchant of record. Business Owner Listing Fees are charged to the Business Owner and settle directly to the Organization’s connected payment processor account. The payment processor deducts its processing fees, Amplifya’s platform fee is applied at the time of the transaction, and the remaining proceeds are paid to the Organization. Amplifya does not collect, hold, or disburse Business Owner Listing Fees. Platform fee. Amplifya retains a platform fee from Business Owner Listing Fee transactions, applied automatically through the payment processor at the time of the transaction. The current platform fee is disclosed in the Amplifya platform, during onboarding, or in a fee schedule or order form provided to the Organization, and may be reflected in payment processor records or deducted from transaction proceeds. Refund decisions. All refund, credit, adjustment, and cancellation decisions related to Business Owner Listing Fees are made by the Organization, unless otherwise required by applicable law. Amplifya does not collect Business Owner Listing Fees on behalf of the Organization and cannot and will not issue refunds of those fees. Refunds and remedies for Organization-initiated decisions. If the Organization declines a Listing before it is published for any reason other than the Business Owner’s breach of the Business Listing Terms — including a determination that the Business Owner is not a good fit for the Organization’s brand, mission, values, or standards — the Organization shall refund the Business Owner the full amount the Business Owner paid for that Listing. If the Organization removes a Listing before the end of the Listing Term for any reason other than the Business Owner’s breach, the Organization will provide an appropriate remedy, which may include reinstatement of the Listing, a prorated refund, a credit toward a future Listing Term, or another mutually agreed resolution. No refund, credit, or other remedy is required where a Listing is rejected, suspended, or removed because of the Business Owner’s breach or violation of the Business Listing Terms, Amplifya’s Terms of Service, applicable requirements, or applicable law. Refunds and remedies; processing. Any refund, credit, or other remedy the Organization provides is issued by the Organization, including through its connected payment processor account where applicable. Chargebacks, failed payments, reversals, account holds, processing delays, and related transaction costs are subject to the applicable payment processor’s terms, policies, and processes. The Organization is responsible for maintaining accurate payment, tax, and account information with any applicable payment processor and for addressing payment-related questions, disputes, refunds, or chargebacks associated with Business Owner Listing Fees received by the Organization. The Organization is also responsible for any tax, accounting, reporting, fundraising, charitable solicitation, or other financial obligations related to its use of the Services or receipt of Business Owner Listing Fees.
8. Data, Communications, and Branding
The Organization is responsible for its use of any personal information it accesses, exports, downloads, or uses in connection with the Directory and must comply with applicable privacy, marketing, communications, fundraising, and data protection laws. The Organization is responsible for reviewing, approving, and distributing its own communications related to the Directory, including any templates, activation materials, or suggested messaging provided by Amplifya. The Organization grants Amplifya permission to use the Organization’s name, logo, branding, Directory content, and related materials as needed to create, operate, support, display, and promote the Directory and the Services. Amplifya retains ownership of the platform, technology, templates, activation materials, and other materials created or provided by Amplifya.
9. Term, Renewal, Listing Purchase Window, Suspension, and Termination
Initial term. This Agreement begins on the Effective Date and continues for an initial term of fifteen (15) months (the “Initial Term”), unless terminated earlier as provided in this Agreement. Renewal. The Organization’s subscription continues through the then-current term and will end at the end of that term unless the Organization affirmatively renews, or the parties otherwise agree in writing, before the end of the term. Any renewal is for a one (1) year term at the then-current subscription fee. Amplifya will send the Organization reminder notices of the upcoming end of the term approximately sixty (60), thirty (30), and seven (7) days before the end of the then-current term. Any first-year discount, pilot waiver, or promotional pricing does not waive or reduce future subscription fees unless expressly stated in writing by Amplifya. Non-renewal. The Organization may notify Amplifya that it does not intend to renew through the Amplifya platform, in writing, or by other means Amplifya makes available. If the Organization does not renew before the end of the then-current term, the Organization’s subscription will end at the end of that term and the Organization’s Directory may be deactivated, as described below. Listing Purchase Window. Business Owner Listing Terms are limited to periods that can be fully fulfilled within the Organization’s then-current subscription term (the “Listing Purchase Window”), and the available purchase and renewal options are presented to Business Owners through the Services. A Business Owner’s Listing Term begins when the Business Owner submits payment, and no Listing extends beyond the Organization’s subscription. Listing Purchase Pause. Beginning two (2) months before the end of the Organization’s subscription term, the platform will pause new Listing purchases and Listing renewals in the Organization’s Directory until the Organization renews (the “Listing Purchase Pause”). During the Listing Purchase Pause, existing Listings remain active and visible until their individual expiration dates, but new Listings and Listing renewals are unavailable unless and until the Organization renews, and the Organization acknowledges that it may turn away business during this window. Approximately thirty (30) days before the Listing Purchase Pause begins, Amplifya will notify the Organization and provide a list of the Business Owners whose Listings fall within the pause and who will be unable to renew or purchase until the Organization renews, so the Organization can renew in time. Amplifya applies this pause so that Listing Fees are not collected for Listing Terms that may need to be refunded or remedied if the Organization does not renew. A Listing that reaches the end of its Listing Term during the Listing Purchase Pause, where no renewal is available, will expire at the end of its term, subject to the grace period described in the Business Listing Terms. Effect of non-renewal. If the Organization does not renew its subscription, its Directory may be deactivated at the end of the Organization’s then-current term. Because Listing Terms are limited to the Listing Purchase Window, active Listings will have ended on or before that date. If the Organization terminates this Agreement, or causes its Directory to become unavailable, before the end of a Business Owner’s paid Listing Term for any reason other than the Business Owner’s breach, the Organization will provide the affected Business Owner an appropriate remedy as described in Section 7, which may include reinstatement of the Listing, a prorated refund, a credit toward a future Listing Term, or another mutually agreed resolution. Suspension and termination by Amplifya. Amplifya may suspend or terminate the Organization’s access to the Services if the Organization fails to pay applicable fees, violates this Agreement or Amplifya’s Terms of Service, misuses the Services, creates legal or reputational risk, or uses the Services in a way that may harm Amplifya, Business Owners, Individual Users, or other Organizations. A suspension or termination by Amplifya for cause does not relieve the Organization of its refund and remedy obligations to Business Owners under Section 7. Effect of termination; data. Upon termination or expiration of this Agreement, Amplifya may deactivate, unpublish, or remove the Organization’s Directory and associated Listings. Amplifya may retain account information, Directory content, Listings, transaction records, and related data for legal, operational, backup, compliance, and business purposes, as further described in the Privacy Policy.
10. No Guarantee of Results
Amplifya provides technology, directory, onboarding, activation, support, and related services. Amplifya does not guarantee any fundraising results, business growth, customer acquisition, visibility, website traffic, leads, referrals, revenue, donations, sponsorships, economic development outcomes, or other financial or commercial outcomes. The Organization acknowledges that the success of the Directory depends on factors outside Amplifya’s control, including the Organization’s outreach, communications, audience engagement, business recruitment efforts, pricing decisions, market conditions, and ongoing activation.
11. Disclaimers
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
AMPLIFYA DOES NOT WARRANT THAT THE SERVICES, OR ANY CONTENT, SERVICE, OR FEATURE, WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE ORGANIZATION’S USE OF THE SERVICES WILL PRODUCE ANY PARTICULAR RESULT. ALL INFORMATION PROVIDED THROUGH THE SERVICES IS SUBJECT TO CHANGE WITHOUT NOTICE. AMPLIFYA CANNOT ENSURE THAT ANY FILES OR DATA DOWNLOADED FROM THE SERVICES WILL BE FREE OF VIRUSES OR DESTRUCTIVE FEATURES. CALDWELL ALLEN CONSULTING DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. AMPLIFYA DISCLAIMS ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD PARTIES, INCLUDING BUSINESS OWNERS AND INDIVIDUAL USERS, IN CONNECTION WITH OR RELATED TO THE ORGANIZATION’S USE OF THE SERVICES. THE ORGANIZATION ASSUMES TOTAL RESPONSIBILITY FOR ITS USE OF THE SERVICES, AND ITS SOLE REMEDY AGAINST AMPLIFYA FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES.
AMPLIFYA PROVIDES TECHNOLOGY, DIRECTORY, AND RELATED SUPPORT SERVICES. AMPLIFYA DOES NOT GUARANTEE ANY FUNDRAISING RESULTS, BUSINESS GROWTH, CUSTOMER ACQUISITION, VISIBILITY, WEBSITE TRAFFIC, LEADS, REFERRALS, REVENUE, DONATIONS, SPONSORSHIPS, ECONOMIC DEVELOPMENT OUTCOMES, OR OTHER FINANCIAL OR COMMERCIAL OUTCOMES, AND DOES NOT ENDORSE, CERTIFY, OR VERIFY ANY BUSINESS OWNER, LISTING, PRODUCT, OR SERVICE.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMPLIFYA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, FUNDRAISING RESULTS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT, EVEN IF AMPLIFYA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMPLIFYA’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID TO AMPLIFYA BY THE ORGANIZATION WITH RESPECT TO THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM (BUT NOT INCLUDING ANY PAYMENTS MADE TO A BUSINESS OWNER OR ANY LISTING FEES COLLECTED BY THE ORGANIZATION) OR (B) ONE HUNDRED U.S. DOLLARS (US$100).
13. Relationship of the Parties
The Organization is an independent entity and is not an employee, agent, partner, joint venturer, representative, affiliate, or franchisee of Amplifya. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. The Organization is solely responsible for its own operations, fundraising activities, communications, legal compliance, tax obligations, and decisions regarding Directory participation.
14. Incorporated Terms and Order of Precedence
Amplifya’s Terms of Service and Privacy Policy are incorporated into this Agreement by reference. If there is a conflict between this Agreement and Amplifya’s Terms of Service, this Agreement will control only with respect to the Organization’s specific rights and obligations as an Organization. Amplifya’s Terms of Service will continue to govern general platform use, user conduct, disclaimers, limitations, acceptable use, intellectual property, third-party services, dispute resolution, and other platform-wide terms unless expressly modified by this Agreement.
15. Signatures
This Agreement may be accepted and executed by electronic signature, by clicking to accept during the onboarding or subscription process, by handwritten signature on a printed copy, or by any other method Amplifya makes available, including offline or in-person onboarding. An electronic acceptance, click acceptance, or electronic signature has the same force and effect as a handwritten signature. By signing, clicking to accept, or otherwise accepting this Agreement through any method made available by Amplifya, the Organization acknowledges that it has read, understood, and agrees to be bound by this Agreement.