Terms of Use

These Terms of Use (the “Terms”) are a binding agreement between HeartLynks, Inc. (“HeartLynks,” “we,” “us,” or “our”) and the entity or person agreeing to these Terms (“Customer,” “you,” or “your”). By executing an Order Form, clicking to accept, or accessing/using the Services, you agree to these Terms. If you’re entering into these Terms for an organization, you represent that you have authority to bind that organization. If you do not agree, do not use the Services.

  1. The Services

1.1 Description. HeartLynks provides a hosted, branded donor-community and social-giving platform with engagement, campaign, and analytics features (the “Services”). You may connect your own payment processor; funds are settled by your chosen processor directly to your account (HeartLynks is not a payment processor or money transmitter).
1.2 Changes. We may improve, modify, or discontinue features or integrations. We aim to avoid material degradation of core functionality.
1.3 Early-Access/Beta. We may offer alpha/beta/early-access features; these are optional, provided “as is,” may change or be withdrawn, and carry no warranties, indemnities, or service commitments. (Heart Lynks)

  1. Order Forms; Incorporated Policies

2.1 Order Forms. Services, pricing, term, and any special instructions will be set out in one or more Order Forms referencing these Terms. If there’s a conflict, the Order Form controls for that subject matter.
2.2 Policies. These Terms incorporate our Privacy Policy (as updated from time to time).
2.3 Appendices. The following appendices are part of—and incorporated into—these Terms: Appendix A (EULA) and Appendix B (DPA). (Heart Lynks)

  1. Accounts; Access; Customer Responsibilities

3.1 Accounts. You will designate administrative credentials and may provision user accounts (“Users”). You’re responsible for maintaining credential confidentiality and all activity under your accounts.
3.2 Use Requirements. You are responsible for: (a) Users’ compliance with these Terms; (b) obtaining and honoring all notices/consents required by law; (c) the legality, accuracy, and quality of all content/data you supply or generate through the Services; and (d) preventing unauthorized access.
3.3 Third-Party Products. You may connect third-party products (e.g., payment processors, CRM/email tools). Interoperation may require data exchange; HeartLynks isn’t responsible for third-party acts/omissions or their availability.
3.4 Processor Compliance. You agree to complete any required processor verification (e.g., KYC) and comply with applicable processor terms.

  1. Acceptable Use

You will not (and will not permit anyone to): (a) use the Services for unlawful, harmful, or infringing activity; (b) attempt to access source/object code; (c) interfere with the Services or underlying infrastructure; (d) upload malware; (e) misrepresent your identity; (f) violate processor rules; or (g) process Sensitive Personal Data or special categories of data without necessary consents and safeguards.

  1. Fees; Billing; Taxes

5.1 Fees. Unless the Order Form states otherwise, you will pay fees specified in the Order Form or as otherwise agreed in writing (e.g., transaction platform fee and processor fees). Where your Order Form references site pricing, it refers to fees posted on the Pricing page as of the Effective Date. (Heart Lynks)
5.2 Donor Fee-Cover (Optional). If enabled, donors may choose to add an amount so your intended donation amount is received in full.
5.3 Changes. Publicly posted fees may be updated prospectively; changes apply on/after the stated effective date and do not retroactively modify executed Order Forms.
5.4 Invoicing; Late Amounts; Taxes. Unless the Order Form states otherwise, invoices are due 14 days from receipt; undisputed late amounts may accrue financing charges up to 1.5%/month or the maximum permitted by law; we may suspend Services for non-payment. Amounts are exclusive of taxes; you are responsible for all applicable taxes/duties (we will invoice tax we are legally required to collect).
5.5 Refunds & Chargebacks. Donor refunds/chargebacks are handled between you and your processor. HeartLynks does not issue donor refunds.

  1. Data; Privacy; Security

6.1 Ownership. As between the parties, you own your Customer Data (including donor information and your uploaded content). HeartLynks may process Customer Data to provide and improve the Services, to ensure security, to comply with law, and as otherwise permitted by these Terms.
6.2 Privacy Policy. Our processing of personal data is described in the Privacy Policy.
6.3 Security. We maintain reasonable technical and organizational measures appropriate for a modern cloud service. You are responsible for securing your systems, accounts, and connected integrations.

  1. Intellectual Property; Feedback

7.1 HeartLynks IP. We and our licensors retain all rights, title, and interest in and to the Services and related materials (software, UI, designs, documentation, updates). No rights are granted except as expressly set out in these Terms; reverse engineering, copying, or competitive replication is prohibited.
7.2 Feedback. If you provide ideas or suggestions, HeartLynks may use them without restriction and without obligation to you.

  1. Publicity

We may use your name and logo in lists of customers and brief case references, subject to your reasonable brand guidelines. Deeper case studies or press releases require mutual written approval.

  1. Warranties; Disclaimers

9.1 Authority. Each party represents it has the authority to enter into these Terms.
9.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” HEARTLYNKS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BETA/EARLY-ACCESS FEATURES ARE PROVIDED WITHOUT WARRANTY OR COMMITMENT. (Heart Lynks)

  1. Indemnification

10.1 By HeartLynks. We will defend you against third-party claims alleging that the Services, as provided by HeartLynks and used in accordance with these Terms, directly infringe a U.S. patent, copyright, or trademark, and will pay damages and costs finally awarded (or settlement amounts we approve). Remedies may include replacing or modifying the Services or issuing a pro-rata refund for prepaid, unused fees if continued use is enjoined.
10.2 By Customer. You will defend HeartLynks against claims arising out of: (a) Customer Data; (b) use of the Services in violation of law or these Terms; (c) disputes with your End Users; or (d) third-party products/integrations you use, and will pay resulting damages and costs finally awarded.
10.3 Process. The indemnified party must promptly notify the indemnifying party, allow control of the defense, and provide reasonable cooperation.

  1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS/REVENUE/GOODWILL/DATA; OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR (A) PAYMENT OBLIGATIONS; (B) CONFIDENTIALITY OR DATA-SECURITY BREACHES CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (C) INDEMNIFICATION DUTIES, EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO HEARTLYNKS UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

  1. Term; Suspension; Termination

12.1 Term. These Terms begin on the Effective Date of your first Order Form and continue until terminated.
12.2 Suspension. We may suspend access (in whole or part) if: (a) required by law; (b) there is a security risk; (c) non-payment; or (d) violation of these Terms, including the AUP.
12.3 Termination. Either party may terminate for material breach on 30 days’ written notice if not cured.
12.4 Effect. Upon termination, access ceases. You may export your data using available tools prior to termination; we may retain and/or delete data per our Privacy Policy and legal obligations.

  1. Dispute Resolution; Arbitration; Class-Action/Jury Waiver

13.1 Informal Resolution. Before filing a claim, the parties will attempt in good faith to resolve disputes through informal discussions for 30 days.
13.2 Arbitration. Except for individual claims within small-claims jurisdiction or requests for temporary injunctive relief, any dispute arising out of or relating to these Terms will be resolved by binding arbitration under the Federal Arbitration Act. The arbitration will be conducted by a single arbitrator under JAMS or AAA commercial rules, seated in San Francisco County, California, and conducted in English. Class actions and class arbitrations are not permitted; the arbitrator may award relief only to the individual party seeking relief. This clause mirrors the arbitration approach surfaced on your live Terms page (updated here for venue consistency). (Heart Lynks)
13.3 Injunctive Relief; Venue. For pre-arbitral temporary relief (e.g., to preserve status quo or protect IP/confidentiality), the parties consent to the exclusive jurisdiction of state or federal courts in San Francisco County, California.
13.4 Opt-Out. You may opt out of arbitration within 30 days of first accepting these Terms by sending written notice to support@heartlynks.org (include organization name and the words “Arbitration Opt-Out”). (Heart Lynks)

  1. Confidentiality

Each party may receive non-public information designated as confidential or reasonably understood as confidential (“Confidential Information”). The recipient will use such information only to perform these Terms and protect it with at least reasonable care. Exclusions apply for information that is public, rightfully received from a third party, independently developed, or required by law (with notice).

  1. Notices

Legal notices to HeartLynks must be sent to the address or email listed in the applicable Order Form, with a copy to support@heartlynks.org. Notices to Customer will be sent to the primary contact in the Order Form. Electronic and in-product notices are permitted. (Heart Lynks)

  1. Compliance; Export; Anti-Corruption; Sanctions

Each party will comply with applicable laws (including anti-corruption and export control). You will not use the Services in embargoed jurisdictions or for prohibited parties.

  1. Government Use

The Services are “commercial computer software” and “commercial computer software documentation,” provided with only those rights set forth in these Terms.

  1. Assignment

Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets (provided the assignee assumes all obligations).

  1. Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, or employment relationship.

  1. Force Majeure

Neither party is liable for delays/failures caused by events beyond its reasonable control (e.g., acts of God, internet outages, labor disputes); each will use commercially reasonable efforts to mitigate.

  1. Governing Law; Venue

These Terms are governed by the laws of the State of California (excluding conflicts-of-law rules). Subject to Section 13, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County, California.

  1. Entire Agreement; Updates; Waiver; Severability; Survival

These Terms, the Order Form(s), and the incorporated Appendix A (EULA) and Appendix B (DPA) are the entire agreement and supersede all prior contemporaneous agreements on the subject. We may update these Terms; material changes will be posted with an updated “Last Updated” date and, where appropriate, notified to account contacts. No waiver is effective unless in writing. If any provision is held unenforceable, the remainder remains in effect. Sections that by their nature should survive termination will survive (including Fees, IP, Confidentiality, Indemnification, Disclaimers, Limitations, Dispute Resolution, and Governing Law). (Heart Lynks)

Appendix A — End-User License Agreement (EULA)

Purpose. This EULA governs access to your HeartLynks-powered community by end users you authorize (“End Users”). You (Customer) must ensure that End Users accept this EULA before accessing your community. (Inclusion of a platform-level EULA and customer enforcement mirrors the structure surfaced on your current Terms page.) (Heart Lynks)

A1. Accounts & Security. End Users must provide accurate information and keep credentials confidential. Accounts are personal and non-transferable. End Users are responsible for activity on their accounts.

A2. Acceptable Use. End Users shall not: (a) post illegal, infringing, defamatory, harassing, or deceptive content; (b) upload malware or attempt to circumvent security; (c) engage in scraping, bulk harvesting, or automated account creation without authorization; (d) misrepresent identity or affiliation; (e) spam, run pyramid schemes, or solicit unlawful fundraising; or (f) reverse engineer, copy, or attempt to extract source/object code.

A3. User Content; License. End Users retain rights in content they post (“User Content”). To operate the community, End Users grant Customer and HeartLynks a non-exclusive, worldwide, royalty-free license to host, reproduce, display, perform, and distribute User Content solely to provide the Services and as directed by Customer (including backups, moderation, and technical operations). End Users may remove their User Content; residual copies may persist in backups for a limited period.

A4. Moderation; Enforcement. Customer controls moderation. HeartLynks may—but is not obligated to—remove or disable access to content it reasonably believes violates this EULA or law. Repeated or serious violations may result in suspension or termination of access.

A5. Third-Party Services. The community may interoperate with third-party tools (e.g., payment processors). Third-party terms govern those services; neither Customer nor HeartLynks controls third-party acts/omissions.

A6. Mobile Apps & Stores. If End Users download mobile apps, the license is limited, revocable, non-transferable for personal use on devices they own/control. App-store terms (e.g., Apple App Store, Google Play) apply; the app store is not responsible for support or legal claims beyond what store terms require.

A7. No Professional Advice. Content made available in the community is for general informational purposes. End Users should not rely on it as professional, financial, tax, or legal advice.

A8. Disclaimers; Limitation of Liability. ACCESS TO THE COMMUNITY AND CONTENT IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, HEARTLYNKS AND CUSTOMER DISCLAIM ALL WARRANTIES. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR FOR LOST PROFITS/REVENUE/GOODWILL/DATA.

A9. Termination. Customer may suspend/terminate End-User access at any time for violations or risk to the community. Upon termination, End Users must stop using the community; certain provisions (e.g., licenses for operational copies, disclaimers, and limitations) survive.

A10. Contact. Questions about this EULA: support@heartlynks.org. (Heart Lynks)

Appendix B — Data Processing Agreement (DPA)

This DPA is part of the Terms and governs HeartLynks’ processing of Customer Personal Data on behalf of Customer when providing the Services. (Your current Terms page already references and embeds a DPA as an appendix; this appendix modernizes it for California and international transfers.) (Heart Lynks)

B1. Roles; Scope

  • Roles. Customer is the Controller/Business; HeartLynks is the Processor/Service Provider/Contractor (as these terms are used in GDPR and the CCPA/CPRA).
  • Scope. HeartLynks will process Customer Personal Data solely to provide the Services, per Customer’s documented instructions set out in the Terms, Order Forms, and this DPA.

B2. Processing Details

  • Subject Matter & Duration. Operation and improvement of the Services for the term of the agreement.
  • Nature & Purpose. Hosting, storage, transmission, analytics, troubleshooting, security, and support.
  • Types of Data. Contact details; donor/supporter info; communications; activity logs; and other data Customer or End Users submit.
  • Data Subjects. Customer’s personnel, supporters/donors, and other End Users designated by Customer.

B3. HeartLynks Obligations

  1. Instructions. Process Customer Personal Data only per Customer’s instructions and applicable law; notify Customer if instructions violate law.
  2. Confidentiality. Ensure personnel are bound by confidentiality obligations.
  3. Security. Implement and maintain appropriate technical and organizational measures to protect Customer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access (including access controls, encryption in transit and at rest where appropriate, logging/monitoring, backups, vulnerability management, and secure development practices).
  4. Subprocessors. HeartLynks may use subprocessors to deliver the Services. HeartLynks will impose data-protection obligations on subprocessors at least as protective as this DPA and remains responsible for their performance. On request, HeartLynks will provide a current list of material subprocessors and offer notice of material changes, permitting Customer to object on reasonable, documented security grounds.
  5. Assistance. Taking into account the nature of processing, assist Customer in fulfilling data-subject requests and obligations under GDPR/CCPA/CPRA (e.g., access, deletion, correction), and with security, breach notifications, DPIAs, and consultations with authorities.
  6. Data Breach. Notify Customer without undue delay after becoming aware of a confirmed Personal-Data Breach affecting Customer Personal Data, and provide information reasonably required for Customer’s notifications/mitigation.
  7. Return/Deletion. At termination (or upon request), delete or return Customer Personal Data (unless law requires retention); routine backups may persist for a limited period and will be overwritten per standard cycles.
  8. Audits. Make available information necessary to demonstrate compliance with this DPA and, upon reasonable advance notice, allow audits by Customer or an independent auditor (subject to confidentiality and reasonable frequency).

B4. International Transfers

  • EEA/UK Transfers. Where Customer Personal Data is transferred to HeartLynks (or its subprocessors) in a country not deemed adequate by the EU/UK, the parties incorporate the EU Standard Contractual Clauses (2021) (Module 2 Controller→Processor and/or Module 3 Processor→Processor, as applicable) and the UK IDTA/Addendum, with HeartLynks as “Data Importer.”
  • Supplementary Measures. HeartLynks will implement appropriate technical/organizational measures (e.g., encryption in transit and at rest where appropriate, access controls, and transparency reporting where feasible) to address government-access risk.

B5. CCPA/CPRA (California)

HeartLynks will (a) act as a Service Provider/Contractor; (b) process Customer Personal Data only to provide the Services; (c) not “sell” or “share” Customer Personal Data (as defined by CPRA); (d) not combine Customer Personal Data with personal information from other sources except as permitted by CPRA for service provision or fraud/security; and (e) enable Customer to meet consumer-request obligations.

B6. Liability

The limitations and exclusions in the Terms apply to this DPA.

B7. Priority

If there is a conflict between this DPA and the rest of the Terms, this DPA controls with respect to processing of Customer Personal Data.

Last Updated: 15th October 2025