Terms of Service

1. Who we are and who you are

Conspand LLC, a Wyoming limited liability company, 1021 E Lincolnway, Suite 9961, Cheyenne, WY 82001 ("we", "us", "our"), operates CharityFile: the website at charityfile.com and the software, information, forms and emails we provide through it ("CharityFile"). In sections 12 to 16, "we", "us" and "our" also include our owners, managers and employees, and the individuals who work on CharityFile for us under contract.

These Terms are an agreement between us and the organization for which they are accepted ("you", "your organization"). We identify your organization by the EIN on its account once you give it to us. Each person who joins your organization's account, by creating it or by accepting an invitation, is a "member". Our staff are not members, also when they sign in to your organization's account (section 18). The person who accepts these Terms confirms that they are authorized to accept them for your organization and that the EIN they give us is its EIN. That person also agrees that sections 12, 13 and 16 apply to any claim between that person and us. While that person's account is not part of an organization's account, or if that person was not authorized, these Terms bind that person as if they were the organization, except section 14. Each organization has its own agreement with us, also when a person belongs to more than one organization or two accounts give the same EIN. The limits of one trial (section 7) and one refund (section 10) apply to each EIN.

In these Terms, a "claim" is any claim, counterclaim or request for relief, and a "dispute" is any disagreement that could lead to a claim.

2. Accepting these Terms

Except for the free tools (section 8), you accept these Terms by checking the box that refers to them. We show that box, for example, before you create an account or ask for a sign-in link, start a trial, pay, change your plan on our pricing page, request an invoice or join an organization, and when we ask you to accept a new version. We keep a record of the acceptances we receive, with the version accepted. If you do not agree, do not use CharityFile. Your organization and we agree to use electronic records and electronic signatures for these Terms and the notices under them. Checking a box that these Terms describe is an electronic signature.

When you pay through our online checkout, you also check a separate box to agree that your plan renews automatically (section 9).

3. What CharityFile is

CharityFile is software. It compares the information your organization gives us, and public records and other public sources about it, with the state rules we have on record. It shows which states may require your organization to register before soliciting donations, which exemptions may apply, and the deadlines and fees we have on record. It fills some state forms with your organization's information. Your organization decides which filings it makes and what each form says.

We do not file, sign, pay fees or communicate with any agency on your behalf. We are not a law firm, and CharityFile does not give legal, tax or accounting advice. CharityFile is not a substitute for the advice of an attorney. Using CharityFile does not create an attorney-client or fiduciary relationship. For decisions specific to your organization, consult licensed counsel. We are a private company, not a government agency, and we are not affiliated with or endorsed by any government agency.

We may change CharityFile, including its features, the states and forms it covers, the free tools and the free plan. If a change removes a feature that your paid plan includes, we email the members of your organization's account before it takes effect, and your organization may cancel under section 11.

4. How our information is prepared

A "state fact" is a requirement, deadline, fee or exemption that we show for a state. Each deadline, fee and exemption we show quotes its source, such as a statute, a regulation or an agency page, and links to it. On a schedule, we check the quoted text of each verified state fact against its source. When we correct a state fact in our database, we record the correction as a new, dated entry in our public change log. Dates we estimate are labeled as estimates.

State rules change, agencies apply their own interpretations, and our records can be incomplete, out of date or wrong. What CharityFile shows is information to help you prepare. It is not a determination of what the law requires of your organization. Sections 4 and 6 describe how we work. They are not warranties and do not promise that our information is complete, current or correct.

5. Your responsibilities

Your organization is responsible for

• the accuracy and completeness of the information you give us, and checking the information we fill in from public records and other public sources, including your EIN, revenue, fiscal year end, addresses, officers and the states where you solicit;
• checking each requirement, deadline, fee and form against the official source before you rely on it or file;
• reviewing every pre-filled form, completing anything left blank and correcting anything wrong before it is signed and submitted. Your organization's authorized officers or agents sign and certify each form to the state, often under penalty of perjury. We do not sign or certify any form, and what we pre-fill is not a statement by us to any state. Before you download a pre-filled form, you confirm that your organization will review, complete and correct it and have it signed and filed;
• making your filings and paying state fees on time;
• checking that the state still accepts the version of each form we fill, and keeping records of what you filed, including a copy of each form you download (we do not keep copies);
• the mailbox and devices used to sign in;
• everyone who joins your organization's account. Every member has the same access, except that only the person who created your organization's account can close it (section 11). That access includes billing and the EIN. Every member can invite and remove other members, change or cancel your plan (unless another organization pays for it, section 9), and accept these Terms and new versions of them for your organization. Your organization gives each member it invites the authority to do these things. Your organization is responsible for what its members do in the account.

5A. Using CharityFile

We give your organization a limited, non-exclusive, non-transferable right to use the parts of CharityFile that its plan includes, for compliance work. Anyone may use the free tools for the compliance work of an organization they are authorized to act for. CharityFile, its software and design, and our selection, arrangement and wording of state requirements belong to us. Statutes, regulations, agency pages and state forms are public, and these Terms do not claim them. Your organization keeps its rights in the information it gives us, and lets us use that information to provide CharityFile and as our Privacy Policy describes. We may use a suggestion or correction you send us without paying you or asking your permission. Section 6 still applies to an error you report.

You must not

• copy our state requirement data in bulk, or use automated means to collect it or to send requests to the free tools, except a search engine that indexes our public pages;
• resell or sublicense CharityFile or its data, or use it to build a competing product, unless we agree in writing, for example in a partner package;
• share a sign-in;
• get around a limit, a plan restriction or a security control;
• create an account or save a calendar for an organization you are not authorized to act for;
• use CharityFile to break the law.

Breaking this section is "misuse" under section 11.

6. Corrections

When we confirm an error in our information or in a pre-filled form, including one reported to support@charityfile.com, we correct it or stop showing it. If the error is in a state fact in our database, we record the correction as section 4 says. A correction can take time, so check the official source and file on time. This section describes what we do. It is not a warranty, and sections 12 and 13 apply to any error.

7. Free trial

We may offer one 14-day trial per organization, with no payment card. We identify the organization by the EIN on its account; a trial started under an EIN counts for that EIN. A trial gives the features of the plan we name when you start it, except that deadline reminders follow the trial schedule shown on your dashboard. It ends automatically. Your organization then has the free plan, unless it has paid for a plan. We do not start a paid plan unless you pay. Paying during a trial does not extend your paid period.

8. Free tools

The EIN check, the calendar shown without an account and the calculator are free and need no account ("free tools"). By clicking the button that runs a free tool, you agree to these Terms as they apply to free tools: sections 1, 3, 4, 5, 5A, 12 to 16, 19, 20 and 21 apply to you. Our state guides and other public pages are general information, not advice for your organization.

9. Plans, payment and renewal

An organization with an account and no paid plan or trial has the free plan, which has no charge. A "paid plan" is a plan we charge for. Paid plans are annual and paid in advance. Each payment for a plan covers one year, or the period stated on our invoice (a "paid period"), except a charge for a plan change, which covers the rest of the current paid period. "Paid access" is the use of the features of your paid plan during a paid period. A "renewal" is the start of the next paid period, whether the plan renews automatically or you pay a new invoice for it.

Prices are shown on our pricing page. They do not include sales, use or similar taxes. Your organization pays those taxes where a law applies them to its purchase, also when we invoice them after the payment. If your organization is exempt from such a tax, send its exemption certificate to support@charityfile.com before it pays. Your organization pays each amount in full, without deducting any tax. If a law requires your organization to withhold a tax from a payment to us, it pays an additional amount so that we receive the full amount.

Plans paid online. A plan paid through our online checkout renews automatically for one year at a time until a member cancels. By paying online, your organization authorizes us and our payment processor to charge its payment method for each renewal and for each plan change a member confirms. To stop the next renewal, cancel before the time of renewal. Each renewal costs the price of your plan on the day of the renewal, but a new price applies only as "Price changes" says. At least 30 days before each automatic renewal, we email the members of your organization's account (section 19) the date and time of the renewal (UTC), the amount and how to cancel. If the date, time or amount changes after that email because a member changed the plan, we email a new notice, which may arrive less than 30 days before the renewal. If no member has had a notice at least 30 days before the renewal, the plan does not renew, unless a member turns automatic renewal back on; we then email a new notice before the renewal.

Failed payments. If a charge fails, our payment processor may try it again, and your organization may keep paid access while it does. If the charge still fails, we may end your paid plan, and your organization has the free plan. If your organization disputes a charge with its bank instead of writing to us, we may suspend paid access while the dispute is open, and end it if the bank reverses the charge.

Plans paid by invoice. If you pay an invoice that we send you, by ACH or wire transfer, your paid access covers the paid period stated on the invoice, to the end of its last day (UTC). It does not renew automatically. If we give paid access before we receive payment and the invoice is not paid by its due date, we may end that access. Before the paid period ends, we send an invoice for the next paid period. If you have not received it 14 days before the period ends, ask support@charityfile.com for it. If that invoice is not paid by the end of the current paid period, paid access ends and your organization has the free plan. If it is paid later, paid access starts again when we receive payment and lasts to the end of the period stated on that invoice. To end a plan paid by invoice, do not pay the next invoice, or tell support@charityfile.com.

Price changes. A new price for your plan applies no earlier than your first renewal that is at least 30 days after we email it to the members of your organization's account (section 19). If we email members on different days, the 30 days count from the last of those emails. The email names that renewal.

Plan changes. While your payments are up to date, you may change to another plan. A plan change uses the price shown on our pricing page when you make it, and it does not change the end of your paid period. We credit the unused part of that period, in proportion to what you paid for it and the time left in it, against the charge for the new plan. If you pay online, the change takes effect when you confirm it, and credit larger than the charge stays on your account for your next online payment. If you pay by invoice, request an invoice for the new plan on our pricing page. The change takes effect when we receive payment, and we take the credit off that invoice. If the credit is larger than that invoice, the change takes effect at your next renewal instead.

Plans paid by another organization. One organization may pay for the plans of other organizations, for example under a partner package. Each covered organization accepts these Terms for itself. The paying organization makes the payments, receives any refund and decides on cancellation and plan changes. A covered organization's paid access ends when the paying organization's plan ends or stops covering it.

10. Refunds

If you are not satisfied, you may ask for a refund of your organization's first payment for a paid plan, whether it paid online or by invoice. Your request must reach support@charityfile.com within 14 days after that payment is charged or, for an invoice, after we receive it. We then refund that payment in full, and any charge for a plan change in the same paid period, to the payment method or bank account that paid it; when the money arrives depends on your bank. Your paid plan ends when we issue the refund. Each organization may receive this refund once; once you give us your EIN, we apply this limit to the EIN.

Except under this section and sections 11 and 17, and where a law that applies requires a refund, payments are not refundable, including renewals, plan changes, partial periods and unused time.

11. Cancellation, deletion and suspension

If your organization pays online, a member may cancel at any time from Billing in your account, from the link in a renewal notice, or by writing to support@charityfile.com. A cancellation by email takes effect when it reaches support@charityfile.com. If a renewal is charged after that, we refund that renewal in full. A plan paid by invoice ends as section 9 says. A plan that another organization pays for is cancelled by that organization. After you cancel, your organization keeps paid access until the end of the paid period.

When the person who created your organization's account deletes their account, your organization's account closes. Its calendar, the information it gave us and the account of every member are deleted, except the records our Privacy Policy says we keep, and paid access and billing end that day. If that person can no longer sign in, a member may ask support@charityfile.com to close your organization's account. When any other member deletes their account, only that member's access ends, and your organization's plan and billing continue. Deletion does not refund the rest of the paid period, except under sections 10 and 17.

We may suspend or end your organization's access, or one member's access, if you breach these Terms, do not pay, or misuse CharityFile (section 5A). We may also end access at once if a law forbids us to provide CharityFile to your organization, for example US or EU sanctions; we then pay a refund only if and when that law allows. If we end your organization's access before the end of a paid period for any other reason, including because we stop providing CharityFile to everyone or because of an event under section 15, we refund the unused part of that period, in proportion to the time left in it.

14. Your indemnity

Your organization will indemnify us against claims by third parties, and pay the resulting losses and reasonable attorneys' fees, to the extent a claim arises from information your organization or its members gave us, a filing your organization made, its violation of law or its breach of these Terms. This does not apply to the extent the claim arises from our own negligence or misconduct. We will tell your organization about the claim in writing. Your organization may take over the defense with counsel that we reasonably approve, and may not settle a claim in a way that admits fault for us or requires us to pay or act, without our written consent.

15. Events outside our control

We are not responsible for a delay or failure to the extent it is caused by an event outside our reasonable control, such as an outage of the internet or of a hosting, email or payment provider, or an outage, error or change at a state agency portal, a registry, the IRS or another public data source. This section does not excuse a refund that section 10, 11 or 17 promises.

16. Disputes

Before a claim. Before either party brings a claim, it must describe the dispute and the relief it seeks in writing and give the other party 30 days to resolve it. You write to support@charityfile.com. We write to the members of your organization's account or, if there are none, to an address you gave us (section 19). If an arbitration or lawsuit starts before those 30 days end, it is paused until they end. This paragraph does not apply to a counterclaim or to a request to a court for temporary relief.

Governing law. These Terms, and every claim relating to CharityFile, these Terms or our Privacy Policy, including claims in tort and under statute, are governed by the laws of the State of Wyoming and applicable US federal law, without regard to conflict of law rules. The Federal Arbitration Act governs the interpretation and enforcement of the Arbitration and Individual claims only paragraphs.

Arbitration. Any dispute between you and us relating to CharityFile, these Terms or our Privacy Policy will be resolved by binding arbitration, before a single arbitrator and in English, administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in effect when the arbitration is filed (the Rules). The place of arbitration is Cheyenne, Wyoming, also when the hearing is by video conference or the arbitrator decides on written submissions. The arbitrator decides whether to hold a hearing by video conference or to decide on written submissions; a hearing takes place in person only if both parties agree. If the AAA cannot or will not administer the arbitration, a court may appoint an arbitrator under 9 U.S.C. § 5, who applies the Rules. Each party pays its own attorneys' fees and costs, unless a law that applies to the claim allows them to be awarded. AAA fees and arbitrator compensation are paid as the Rules provide, and the arbitrator may reallocate them in the award as the Rules allow. Either party may instead bring an individual claim in a small claims court that has jurisdiction, as long as the claim stays in a small claims court. Either party may ask a court for temporary relief to protect its rights until the arbitrator decides, including to stop unauthorized access to CharityFile or misuse of its data. Except for the question that the Individual claims only paragraph reserves to a court, the arbitrator decides every question about the existence, scope, validity, enforceability or interpretation of this paragraph.

Individual claims only. Claims may be brought only individually. Neither party may bring a claim as a plaintiff, or take part as a class member, in a class, collective or representative proceeding. No arbitration may be consolidated with another, or conducted as a class, collective or representative proceeding, and no person may be joined as a party to an arbitration, unless all parties agree in writing. Only a court may decide whether this paragraph can be enforced for a claim. If a court finally decides that the ban on class, collective or representative proceedings cannot be enforced for a claim, that claim is decided only by the courts named in the Courts paragraph, and it is paused until the arbitration of the other claims between the parties ends. If only the ban on consolidation or joinder cannot be enforced, the Arbitration paragraph still applies. This paragraph does not stop a party from asking a court for public injunctive relief where the law that applies to the claim does not allow that right to be waived. A court decides that request after the arbitration of the party's individual claims ends.

Courts. A claim that is not arbitrated under this section is decided only by the state or federal courts located in Laramie County, Wyoming, except a small claims case, a request for temporary relief and an action to confirm or enforce an arbitration award. Each party consents to the personal jurisdiction of those courts.

Jury waiver. WHERE THE LAW ALLOWS, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY LAWSUIT RELATING TO CHARITYFILE, THESE TERMS OR OUR PRIVACY POLICY.

Time limit. A claim must be brought within one year after it accrues, or it is barred. A claim is brought when a demand for arbitration, a small claims case or a lawsuit is filed. The year does not run during the 30 days after a party gives notice of the claim under the Before a claim paragraph. If a law that applies to the claim despite the choice of Wyoming law does not allow a period this short, the shortest period that law allows applies instead.

Scope and survival. This section also applies to claims by or against our owners, managers and employees and the individuals who work on CharityFile for us under contract, and to claims between us and a person who accepted these Terms (section 1). The Arbitration paragraph does not apply to a claim that federal law does not allow to be arbitrated under an agreement made before the dispute; the Courts paragraph applies to that claim. This section continues to apply after these Terms, your plan or your account ends. If a part of this section, other than the Individual claims only paragraph, cannot be enforced in full, it applies to the extent the law allows, and the rest of this section still applies.

17. Changes to these Terms

Each version of these Terms and of our Privacy Policy has an effective date and is kept in our public archives at charityfile.com/terms/archive and charityfile.com/privacy/archive. For a change that reduces your rights or adds to your obligations, the effective date is the earliest day it can apply to any organization; the next paragraph says when it applies to yours.

A change that reduces your rights or adds to your obligations applies to your organization when a member accepts it on the page where we ask for it, and never before its effective date. We do not ask your organization to accept it until 30 days after we email it to the members of your organization's account (section 19). If we email members on different days, the 30 days count from the last of those emails. After that, a member must accept the new version before your organization can use the dashboard again. Billing and account deletion stay open. Until a member accepts the new version, the version your organization accepted before continues to apply. If your organization ends its paid plan instead of accepting the change, by cancelling it, by closing its account or, for a plan paid by invoice, by telling support@charityfile.com, its paid access ends that day, and we refund the unused part of its paid period, in proportion to the time left in it. This also applies to a paid period that renewed automatically while the change waited for acceptance.

Any other change takes effect on the effective date shown on the new version, which is never before we publish it. Whether a change reduces your rights or adds to your obligations depends on what it does, not on what we call it. If a law requires a change sooner than this section allows, that change takes effect when the law requires, and only as far as the law requires. A change does not apply to a dispute that either party described in writing to the other before the change took effect for your organization.

18. Support, deadline reminders and staff access

We aim to reply to support requests within the number of business days shown on our pricing page for your paid plan, or for the plan of your trial. The free plan and the free tools have no reply target. Business days are Monday to Friday in UTC. Reply times are targets, not guarantees.

Deadline reminders, our emails about state filing deadlines, are a convenience. A deadline reminder that is late, not delivered or not sent does not change your deadlines or your responsibilities. The notices in sections 9 and 17 are not deadline reminders.

Our staff may sign in to your organization's account to find the cause of a problem, and act there only when a member asks, as our Privacy Policy describes. Check any change our staff make.

19. Notices

We send notices by email to the address with which each member signs in. For a person these Terms bind under section 1 or 8, we use an address that person gave us. After our email provider tells us that mail to an address bounced or was marked as spam, we do not email that address until its owner signs in with a link we email. We do not email a person whose access was removed. When these Terms say that we email the members of your organization's account, they mean every member we can email in this way. If we cannot email any member, we cannot give the notices these Terms describe, and sections 9 and 17 say what follows. Our notice to a member is given when our email provider accepts it for delivery to that member's address. It is not given to an address that we know did not receive it. You send notices to support@charityfile.com, and your notice is given when it reaches that address. Each party may serve papers in an arbitration by email to these addresses. Dates and times in these Terms and in the notices they describe are in UTC. A filing deadline that CharityFile shows is a calendar date, not a UTC time.

20. General

Entire agreement. These Terms, our Privacy Policy, and the plan, price and paid period shown when your organization pays (at checkout, on our pricing page or on an invoice) are the entire agreement between us about CharityFile. These documents replace any earlier agreement between us about CharityFile, except as section 17 says for earlier disputes. If one of them conflicts with these Terms, these Terms control. Section 17 also applies to changes to our Privacy Policy. Our Privacy Policy describes how we handle information about your organization and its people; these Terms create no other duty of confidentiality.

No reliance. Your organization accepts these Terms relying only on what they say, and not on any statement made before it accepted them about CharityFile's features, results or price. This does not limit liability for fraud.

Third parties. Our owners, managers and employees, and the individuals who work on CharityFile for us under contract, may rely on sections 12 to 16. Otherwise, there are no third-party beneficiaries.

Severability and waiver. If a court or arbitrator decides that a provision cannot be enforced in full, it applies to the extent the law allows, and the rest of these Terms remains in effect, except as the Individual claims only paragraph of section 16 provides. If a party does not enforce a provision, or enforces it late, it does not waive it. A waiver counts only if the party that gives it puts it in writing.

Assignment. Your organization may not assign or transfer these Terms without our written consent, and any other assignment by it is void. We may assign these Terms, without your consent, to an affiliate or to anyone who acquires CharityFile or the business or assets that provide it.

Survival. Sections 1, 3, 4, 5, 5A, 8, 10 to 17, 19 and 20, and any right to a refund or payment that arose earlier, continue to apply after a plan ends, access ends or an account is deleted.

21. Contact

Conspand LLC, 1021 E Lincolnway, Suite 9961, Cheyenne, WY 82001. support@charityfile.com.