Terms and Conditions

1. Agreement to Terms

By creating an account, accepting these Terms, subscribing to a CG Signals service plan, accessing or using the CG Signals platform, or authorizing others to use the platform on its behalf, the customer organization (“Customer”) agrees to be bound by these Terms.

The individual accepting these Terms represents and warrants that they have authority to enter into this agreement on behalf of the Customer.

If that individual does not have such authority, they may not accept these Terms on behalf of the organization.

CG Signals may maintain electronic records identifying the version of these Terms accepted by the Customer, the date and time of acceptance, the accepting account or user, and other information reasonably necessary to document acceptance.

2. About CG Signals

CG Signals, LLC provides software, automation, reporting, communications, donor and contact management, volunteer management, event management, ticketing, scheduling, payment-related integrations, and other technology tools and services primarily for nonprofit and mission-driven organizations.

CG Signals provides technology services. Except where expressly agreed in a separate written agreement, CG Signals does not act as the Customer's employee, fiduciary, attorney, accountant, tax adviser, professional fundraiser, financial adviser, payment processor, bank, escrow agent, or regulatory compliance adviser.

3. Eligibility and Organizational Authority

CG Signals is designed primarily for nonprofit and mission-driven organizations, including organizations recognized or seeking recognition as tax-exempt under Section 501(c)(3) or other applicable provisions of the Internal Revenue Code.

The Customer is responsible for determining whether its organization and intended activities are legally eligible for the services it uses.

CG Signals may request information reasonably necessary to verify an organization's identity, authority, eligibility, billing status, or lawful use of the platform.

4. Accounts and Authorized Users

The Customer is responsible for:

• Designating appropriate administrators and authorized users.
• Maintaining accurate account information.
• Controlling access to its account.
• Protecting usernames, passwords, authentication credentials, API credentials, and connected accounts.
• Promptly disabling access for individuals who are no longer authorized.
• Ensuring that users act within the authority granted to them by the Customer.

Actions taken through a Customer's authenticated account may be treated by CG Signals as authorized by the Customer unless CG Signals has been notified of suspected unauthorized access.

The Customer must promptly notify CG Signals of suspected credential compromise, unauthorized account access, or misuse.

5. Subscription Services

Customers may subscribe to Basic, Standard, Executive, or other plans offered by CG Signals from time to time.

Features, usage allowances, support levels, prices, third-party services, and other capabilities may vary by plan.

CG Signals may add, modify, replace, or discontinue features as the platform evolves, provided that CG Signals will not intentionally remove the fundamental benefit of a paid service during a prepaid subscription period without reasonable cause or appropriate accommodation.

CG Signals may modify pricing or package descriptions for future billing periods upon reasonable notice where required.

6. Billing, Payment, and Renewal

Subscription billing may be processed through Stripe or another payment provider selected by CG Signals.

By subscribing, the Customer authorizes recurring billing for the selected plan and applicable usage charges until the subscription is canceled or terminated.

Unless otherwise agreed in writing:

• Subscription fees are billed according to the selected billing interval.
• Usage-based or overage charges may be billed separately.
• The Customer is responsible for maintaining accurate billing information.
• Failed or overdue payments may result in restricted access, suspension, or termination.
• Applicable taxes, processing charges, or other legally required amounts may be added.
• The Customer is responsible for charges properly incurred through its account.

CG Signals may use third-party payment providers and does not directly control their authorization, settlement, chargeback, banking, or network processes.

7. Cancellation

Customers may cancel subscriptions using the cancellation process provided by CG Signals or another method expressly authorized by CG Signals.

Cancellation generally prevents future recurring subscription billing after the applicable paid period but does not automatically create a right to a refund of amounts previously charged.

CG Signals may provide a courtesy refund, credit, extension, or transition period at its discretion unless otherwise required by law or written agreement.

8. No Refunds After Provisioning

Once an organization account, service, integration, configuration, campaign, communication service, event capability, or other purchased service has been provisioned or made available for use, related fees are generally non-refundable.

CG Signals may make exceptions at its discretion or where required by applicable law.

9. Customer Data Ownership

The Customer retains ownership of data and materials it provides to CG Signals, including donor, contact, member, volunteer, event, campaign, transaction-related, uploaded, and organization-specific information (“Customer Data”).

The Customer grants CG Signals a limited right to host, store, copy, transmit, transform, process, display, and otherwise use Customer Data as reasonably necessary to:

• Provide and operate the services.
• Perform Customer-requested actions.
• Provide support.
• Maintain security and system integrity.
• Operate integrations.
• Process communications.
• Provide reporting and automation.
• Perform billing and reconciliation.
• Comply with applicable legal obligations.

CG Signals does not acquire ownership of Customer Data merely because that data is stored or processed through the platform.

10. Customer Rights to Data and Content

The Customer represents and warrants that it has all rights, permissions, consents, and lawful bases reasonably necessary for Customer Data to be collected, uploaded, stored, processed, communicated, or otherwise used through CG Signals.

The Customer is responsible for the legality, accuracy, quality, integrity, and appropriateness of Customer Data and Customer-directed activities.

CG Signals is not responsible for independently determining whether the Customer has obtained required permissions, consents, authorizations, releases, or regulatory approvals.

11. Privacy and Data Handling

CG Signals will process Customer Data for legitimate platform, support, security, integration, billing, communications, and operational purposes.

CG Signals does not sell Customer donor, member, volunteer, or contact lists.

CG Signals may use hosting providers, email providers, payment processors, infrastructure providers, analytics services, security providers, and other trusted service providers in operating the platform.

The Customer acknowledges that information may therefore be processed by third parties necessary to provide requested services.

Where CG Signals publishes a separate Privacy Policy, that policy supplements these Terms with respect to CG Signals' privacy practices.

12. Confidentiality

Each party may receive non-public or confidential information belonging to the other.

Each party agrees to use reasonable care to protect confidential information and to use such information only as reasonably necessary in connection with the services or the parties' business relationship.

Confidential information does not include information that:

• Is or becomes publicly available through no breach of these Terms.
• Was lawfully known by the receiving party without confidentiality restrictions.
• Is independently developed without use of the other party's confidential information.
• Is lawfully obtained from another source without confidentiality restrictions.

A party may disclose confidential information when required by law, court order, subpoena, or governmental authority, subject to legally permitted notice to the other party where appropriate.

13. Communications and Electronic Messaging

CG Signals may provide tools allowing Customers to send email, newsletters, notices, invitations, campaign communications, event communications, or other electronic messages.

The Customer is solely responsible for determining:

• Who may lawfully be contacted.
• Whether appropriate consent or another lawful basis exists.
• Whether required opt-out or unsubscribe mechanisms are provided.
• Whether suppression and do-not-contact requirements are honored.
• Whether sender identification and message content comply with applicable law.
• Whether communications comply with CAN-SPAM, TCPA, privacy laws, fundraising laws, and other applicable requirements.

CG Signals may implement technical controls, suppression systems, rate limits, sending limits, or other safeguards intended to protect recipients, infrastructure, deliverability, or CG Signals' service-provider relationships.

CG Signals may suspend communications functionality where CG Signals reasonably believes continued sending creates legal, security, reputational, deliverability, or provider risk.

14. Donations, Payments, Ticketing, and Financial Transactions

CG Signals may provide software that facilitates connections between Customers and third-party payment processors such as Stripe.

Unless expressly agreed otherwise in writing, CG Signals is not the payment processor, bank, merchant acquirer, escrow provider, financial institution, or custodian of funds involved in Customer transactions.

Payment processing is subject to the terms, policies, restrictions, and technical availability of the applicable payment provider.

The Customer is responsible for:

• Descriptions and representations made regarding donations, campaigns, products, registrations, and events.
• Prices and amounts established by the Customer.
• Refund decisions and refund policies.
• Chargebacks and transaction disputes.
• Tax treatment and tax-deductibility representations.
• Donor acknowledgments and charitable receipts.
• Fundraising registrations and solicitation requirements.
• Proper use and accounting of funds received.
• Customer-facing terms applicable to its own events, products, donations, or services.

CG Signals does not guarantee that any payment, donation, transaction, refund, payout, settlement, or chargeback will be authorized, completed, reversed, or available by a particular time.

15. Customer Responsibility for Decisions and Results

CG Signals provides tools that may calculate, organize, summarize, classify, automate, schedule, recommend, generate, or report information.

The Customer remains responsible for reviewing information and exercising independent judgment before relying upon platform outputs for material business, operational, financial, legal, fundraising, employment, volunteer, scheduling, or other decisions.

CG Signals does not warrant that automated processes, calculations, recommendations, reports, classifications, schedules, forecasts, generated content, or other outputs will be complete, accurate, appropriate, or suitable for every Customer circumstance.

The Customer is responsible for reviewing important outputs before acting upon them.

16. No Legal, Tax, Accounting, Financial, or Compliance Advice

CG Signals provides technology tools and related support services.

CG Signals does not provide legal, tax, accounting, financial, investment, employment, nonprofit compliance, fundraising-registration, or regulatory advice.

Customers should consult qualified professionals regarding matters including tax filings, charitable solicitation registrations, donor receipts, accounting treatment, employment matters, volunteer requirements, privacy obligations, data retention, fundraising requirements, and regulatory compliance.

17. Acceptable Use

Customers and their users may not use CG Signals to:

• Send unlawful, deceptive, abusive, fraudulent, or prohibited communications.
• Upload or distribute malicious software or code.
• Attempt unauthorized access to systems or data.
• Misrepresent identity, authority, organizational status, or eligibility.
• Store or transmit unlawful or infringing material.
• Violate privacy, intellectual property, publicity, or other third-party rights.
• Circumvent security or usage controls.
• Interfere with the security, integrity, availability, or operation of CG Signals.
• Use CG Signals in violation of applicable law.
• Use the platform in a manner reasonably likely to harm CG Signals, its infrastructure, its service providers, other Customers, or third parties.

CG Signals may investigate suspected violations and take reasonable protective action.

18. Security

CG Signals will use reasonable administrative, technical, and organizational safeguards designed to protect systems and Customer Data.

No internet-connected or electronic system can be guaranteed to be completely secure.

The Customer acknowledges that security is a shared responsibility.

CG Signals is not responsible for security incidents caused primarily by circumstances outside its reasonable control, including compromised Customer credentials, insecure Customer devices, unauthorized Customer users, Customer configuration choices, Customer disclosure of credentials, or vulnerabilities in third-party services controlled by the Customer.

Nothing in this section eliminates responsibilities that CG Signals cannot lawfully disclaim.

19. Backups, Records, and Data Loss

CG Signals may maintain backups, redundancy, logs, recovery mechanisms, or other operational safeguards as part of its normal operations.

Unless expressly agreed otherwise in writing, CG Signals does not warrant that any particular Customer record can always be restored or recovered.

Customers should maintain appropriate independent copies or exports of records that are critical to their operations, legal compliance, accounting, or historical archives.

CG Signals should not be treated as the Customer's sole permanent archival or records-retention system unless expressly agreed otherwise in writing.

20. Third-Party Services

CG Signals may integrate with or depend upon third-party products and services, including payment processors, hosting providers, email providers, CRM systems, donor systems, communication platforms, internet providers, analytics providers, and APIs.

CG Signals does not control third-party services and is not responsible for their:

• Outages.
• Security incidents.
• Policy or pricing changes.
• Account restrictions.
• API changes.
• Data practices.
• Transaction decisions.
• Service discontinuation.
• Performance or availability.

CG Signals may modify, suspend, or discontinue an integration if the applicable third-party service changes or becomes unavailable.

21. Service Availability

CG Signals will make reasonable efforts to maintain a functional and available service.

CG Signals does not guarantee uninterrupted, error-free, continuously available, or completely secure operation.

Availability may be affected by scheduled maintenance, emergency maintenance, software defects, internet conditions, cyber incidents, third-party failures, infrastructure problems, power failures, upgrades, or circumstances outside CG Signals' reasonable control.

22. Support

Support availability depends upon the Customer's plan and any applicable written agreement.

Unless expressly agreed otherwise, CG Signals does not guarantee 24-hour support, immediate response, specific resolution times, or uninterrupted access to support personnel.

23. Suspension and Termination

CG Signals may suspend or terminate access when reasonably necessary because:

• Payment has failed or remains overdue.
• The Customer materially violates these Terms.
• The platform is used unlawfully or abusively.
• Continued access creates material security, legal, regulatory, operational, provider, or reputational risk.
• The Customer misrepresents authority, identity, or eligibility.
• Suspension is reasonably necessary to protect CG Signals, another Customer, a third party, or the integrity of the platform.

Where reasonably practical, CG Signals may provide notice and an opportunity to correct a violation before termination.

CG Signals may act immediately when necessary to address security threats, illegal activity, fraud, abuse, or material risk.

24. Data Export, Retention, and Transition

Upon cancellation or termination, CG Signals may provide reasonable access to export Customer Data for a limited transition period, subject to account status, security requirements, technical feasibility, legal obligations, and outstanding payment obligations.

Customers are responsible for completing required exports during the available transition period.

CG Signals may delete or anonymize data associated with inactive, canceled, or terminated accounts after a reasonable retention period, subject to applicable law, backup practices, legal holds, security requirements, and written agreements.

CG Signals is not required to retain Customer Data indefinitely.

25. Intellectual Property

CG Signals retains all right, title, and interest in and to its software, source code, object code, platform architecture, workflows, automation logic, designs, templates, documentation, dashboards, interfaces, branding, know-how, and other intellectual property.

The Customer retains ownership of its own trademarks, logos, Customer Data, uploaded materials, and organization-specific content.

Except as expressly authorized, Customers may not copy, reverse engineer, reproduce, resell, sublicense, distribute, or create derivative works from CG Signals software or proprietary materials.

Nothing in these Terms transfers ownership of CG Signals intellectual property to the Customer.

26. Feedback

If a Customer voluntarily provides suggestions, ideas, recommendations, or feedback regarding CG Signals, CG Signals may use that feedback to improve or develop its products and services without restriction or compensation, provided that doing so does not grant CG Signals ownership of Customer Data or the Customer's confidential information.

27. Disclaimer of Warranties

Nothing in these Terms excludes a warranty or right that cannot lawfully be excluded.

28. Limitation of Liability

These limitations apply regardless of whether a claim is asserted in contract, tort, negligence, strict liability, statute, or another legal theory, to the maximum extent permitted by law.

The Customer acknowledges that the pricing and availability of the CG Signals services reflect this allocation of risk and that these limitations are a material basis of the parties' agreement.

Nothing in these Terms limits liability to the extent such liability cannot lawfully be limited or excluded.

29. Indemnification

To the maximum extent permitted by law, the Customer agrees to defend, indemnify, and hold harmless CG Signals, LLC and its owners, officers, employees, contractors, agents, and affiliates from third-party claims, damages, liabilities, judgments, penalties, costs, and reasonable expenses arising from or relating to:

• Customer Data or Customer-provided content.
• Customer misuse of the platform.
• Customer violation of these Terms.
• Customer violation of applicable law.
• Communications initiated, authorized, or directed by the Customer.
• Customer fundraising, donation, event, ticketing, payment, or solicitation activities.
• Customer representations to donors, volunteers, members, attendees, recipients, or other third parties.
• Alleged infringement caused by materials supplied by the Customer.
• Customer failure to obtain required rights, permissions, or consent.
• Unauthorized use attributable to the Customer's failure to reasonably protect credentials or access.

CG Signals will provide reasonable notice of an indemnified claim when practicable.

CG Signals may participate in the defense through counsel of its choosing. The Customer may not settle an indemnified claim in a manner that admits wrongdoing by CG Signals, imposes obligations upon CG Signals, or materially affects CG Signals' rights without CG Signals' written consent.

30. Force Majeure

CG Signals will not be liable for delay, interruption, or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, severe weather, fire, flood, war, terrorism, civil unrest, governmental action, labor disruption, utility failure, internet or telecommunications failure, cyberattack, widespread infrastructure failure, payment-network disruption, third-party platform failure, hosting-provider failure, or other similar events.

CG Signals will use commercially reasonable efforts to restore affected services when reasonably possible.

31. Changes to Services

CG Signals is an evolving software platform.

CG Signals may modify features, workflows, interfaces, integrations, technical architecture, or service providers as reasonably necessary to improve, maintain, secure, or operate the platform.

CG Signals may discontinue features that are obsolete, unsafe, legally problematic, dependent upon unavailable third parties, or no longer reasonably supportable.

32. Changes to These Terms

CG Signals may update these Terms from time to time.

Each version will be identified by a version number or effective date.

CG Signals may provide notice of material changes through the platform, email, account notification, or another reasonable method.

CG Signals may require an authorized Customer representative to affirmatively accept materially revised Terms before continued use of some or all services.

Where affirmative acceptance is not required, continued use after properly notified revised Terms become effective may constitute acceptance to the extent permitted by applicable law.

CG Signals may retain records of prior versions and Customer acceptance.

33. Dispute Resolution and Informal Resolution

Before initiating litigation arising from these Terms or the CG Signals services, the parties agree to make reasonable good-faith efforts to resolve the dispute informally.

A party asserting a dispute should provide written notice describing the nature of the dispute and the requested resolution.

The parties should allow a reasonable opportunity for business representatives to discuss and attempt to resolve the matter before litigation, except where immediate judicial relief is reasonably necessary to prevent irreparable harm, protect confidential information or intellectual property, preserve legal rights, or comply with a legal deadline.

Nothing in this section prevents the parties from mutually agreeing to mediation or another form of alternative dispute resolution.

34. Governing Law and Venue

These Terms and disputes arising from or relating to them or the CG Signals services are governed by the laws of the State of North Carolina, without regard to conflict-of-law principles.

35. Notices

CG Signals may provide notices through email, platform notification, account notification, or another reasonable electronic method using the Customer's current account information.

The Customer is responsible for maintaining current administrative and contact information.

Legal notices to CG Signals must be delivered using the legal contact information published by CG Signals or another method expressly designated by CG Signals.

36. Assignment

The Customer may not assign or transfer these Terms or its rights under them without CG Signals' prior written consent, except as otherwise required by law.

CG Signals may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of substantially all relevant assets, financing, or transfer of the CG Signals business or platform.

37. Severability

If any provision of these Terms is determined to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in effect.

38. Waiver

Failure by CG Signals to enforce a provision of these Terms does not constitute a waiver of that provision or CG Signals' right to enforce it later.

A waiver relating to one event does not constitute a continuing waiver unless expressly stated in writing.

39. Entire Agreement and Order of Precedence

These Terms, together with applicable subscription terms, accepted order forms, Privacy Policies, Data Processing Agreements, or other written agreements expressly incorporated by reference, constitute the agreement governing the Customer's use of CG Signals.

If a separately signed written agreement expressly conflicts with these Terms, the separately signed agreement controls only to the extent of the conflict.

Customer purchase orders, procurement documents, or similar forms do not modify these Terms merely because they contain additional or different terms unless CG Signals expressly agrees to those terms in writing.

40. Survival

Provisions that by their nature should survive cancellation or termination will survive, including provisions concerning payment obligations, confidentiality, intellectual property, warranty disclaimers, limitations of liability, indemnification, dispute resolution, governing law, and rights relating to previously processed data.

41. No Third-Party Beneficiaries

Except for persons expressly protected under the limitation-of-liability or indemnification provisions, these Terms do not create contractual rights for persons or entities other than CG Signals and the Customer.

42. Contact

Questions regarding these Terms may be directed to CG Signals, LLC using the contact methods provided on the CG Signals website.