I. DEFINITIONS

A. Parties.

1. “You” and “your” refer to the user of the App.

2. “We,” “us,” and “our” and “Company” refer to Magnolia Impact Solutions (“Magnolia Impact”).

B. “App” refers to the Magnolia Impact Assessment App.

C. “Account” refers to your credentials and associated rights to access and utilize the App.

D. “Content” refers to text, images, photos, audio, video, branding (including trade names, trademarks, service marks, or logos), interactive features, software, metrics, and all other forms of data or communication whether provided by you, Magnolia Impact, or a third party.

II. CHANGES TO THESE TERMS OF SERVICE

Magnolia Impact may revise and update these Terms and Conditions without notice, including adding and deleting terms. All changes are effective immediately upon posting on Magnolia Impact’s website. If you do not agree to the revised terms, your recourse is to stop using the App. Continued use of the App following a change to the Terms indicates your acknowledgment and your agreement to be bound by the revised Terms. Potential changes to subscription fees are addressed in Section IX.

III. MODIFICATION, SUSPENSION, OR TERMINATION OF THE APP

Magnolia Impact reserves the right to modify, suspend, or terminate, temporarily or permanently, the App or any feature or component of the service, in whole or part, to any individual, group, or everyone, for any reason at Magnolia Impact's sole discretion.

IV. GOVERNING LAW

These terms of service, and all claims arising out or relating to these terms, will be governed by the law of the Commonwealth of Pennsylvania, without regard to its conflicts of law principles.

V. ELIGIBILITY

A. You may not use the App if Magnolia Impact has previously suspended or removed you from the App.

B. By using the App, you represent:

a) That the person creating the account has the authority to act on behalf of the entity/organization, and that such entity/organization accepts these terms;

c) You have not been previously suspended or removed from the App; and

d) Your registration and your use of the App comply with all applicable laws and regulations.

VI. ACCOUNTS

A. You must establish an account to use the App.

B. You agree to provide accurate, current, and complete information about yourself and to use the account management tools to keep such information accurate, current, and complete.

C. You also agree to keep your password confidential. You should not reuse your account password for the Service for other applications or services. You also acknowledge that your account belongs only to you and agree not to provide any person not acting as your agent with access to this App or portions of it using your username, password or other security information. You are responsible for maintaining the security of your account and password, and you are responsible for all actions taken with your account.

D. You may deactivate your account and end your registration at any time, for any reason, by deleting your account or by contacting miaa@magnoliaimpact.org

E. Magnolia Impact may suspend or terminate your account for any reason at any time.

VII. SERVICES

A. Use of the Service Subject to strict compliance with these Terms and Conditions, Magnolia Impact grants you a non-exclusive, limited, revocable, personal, non-transferable license to use the App. All rights not expressly granted are reserved by Magnolia Impact.

B. Communications by the Service By accessing or using the App, you consent to accept and receive communications from Company through the Service or by other means such as e-mail, push notifications, text messages (including SMS and MMS), and phone calls at the addresses you provide to the Company.

C. Description of the Service The App enables users to:

• Upload lists containing personally identifiable information (“PII”).
• Receive aggregated results tracking key financial health metrics for the uploaded list.
• Access metrics for a matched comparison population and other relevant aggregate benchmarks as available.

D. Prohibited Activities

You agree that you will not, and you will not attempt to:

a) Copy, display, distribute, download, license, modify, publish, re-post, reproduce, reuse, sell, transmit, or use the App and/or information provided therein to create a derivative work;

b) Decompile, disassemble, and/or reverse engineer any portion of the App, including any included third-party content or services;

c) Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;

d) Distribute viruses or other harmful computer code through the App or through any third-party content or service;

e) Use the App to violate any local, state, or national law;

f) Violate the privacy of another through the App;

g) Otherwise use the App in any manner that exceeds the scope of use granted above.

VIII. FEES AND PAYMENT

A. Subscriptions

All subscriptions are 1-year subscriptions that are automatically renewed unless canceled. You agree to pay all fees or charges incurred by your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable.

B. Payment Terms

• Once Magnolia Impact notifies you that the uploaded list is viable for processing, an invoice for 25% of the contract amount will be issued to start processing the first report.
• Thereafter, Magnolia Impact will invoice 25% of the contract amount each quarter.
• Reports will only be made available upon receipt of payment.
• Accounts may be placed in suspended status, and access to the App may be restricted until outstanding payments are made.
• Alternate payment terms may be agreed upon between you and Magnolia Impact in writing.

C. Right to Modify

We reserve the right to modify or implement a new pricing structure prior to renewal.

IX. YOUR RESPONSIBILITIES

You are responsible for ensuring that you have obtained all necessary permissions to share PII with Magnolia Impact for the purposes of using the App. You must ensure that your use of the App complies with any and all applicable laws and regulations.

X. PRIVACY, CONFIDENTIALITY, AND DATA USE

• Magnolia Impact treats all PII uploaded to the App as strictly confidential.
• Any PII shared with third-party data providers is used solely to secure the necessary data, in accordance with Magnolia Impact’s agreements with those providers. These agreements explicitly prohibit the use of shared data for any purposes beyond securing data for Magnolia Impact.
• Magnolia Impact will delete all PII associated with:
  • Files deleted by the user.
  • Accounts deleted by the user, either through the App or by written request.
• Aggregated information derived from uploaded data may be used by Magnolia Impact to improve its services and offerings. Such aggregated information will not contain any PII.

XI. INTELLECTUAL PROPERTY

• All intellectual property rights related to the App, including but not limited to software, content, and trademarks, are owned by Magnolia Impact or its licensors.
• You retain ownership of the data you upload to the App.
• Magnolia Impact reserves the right to use aggregated, anonymized data for the enhancement of its services.

XII. DISCLAIMER OF WARRANTIES

A. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. BOTH THE APP AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MAGNOLIA IMPACT DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA, AND SYSTEM INTEGRATION.

B. Magnolia Impact is not responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction, or unauthorized access to, or alteration of, any communication caused by you, Magnolia Impact, or third-party. Magnolia Impact is not responsible for any problems or technical malfunctions of network or phone lines, computer equipment or systems, servers, providers, software, email providers, or internet traffic, including injury or damage to you or any other person's computer related to or resulting from using the App. Magnolia Impact does not guarantee or promise any specific results from your use of the App. Magnolia Impact is not responsible for any inaccuracies in the results or metrics provided by the App.

XIII. LIMITATIONS ON LIABILITY

A. THE SERVICE IS MADE AVAILABLE TO YOU “AS IS” AND “AS AVAILABLE.”

B. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL MAGNOLIA IMPACT OR ANY OF ITS OFFICERS, EMPLOYEES, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, OR LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, ACTUAL, PUNITIVE, AND/OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUES, GOODWILL, USE OR DATA, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, COST OF SUBSTITUTE PRODUCTS OR SERVICES, BODILY INJURY, OR DEATH OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATED IN ANY WAY TO YOUR USE OF THE APP OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE UNDER THEORY OF BREACH OF CONTRACT, TORT, NEGLIGENCE, CONTRACT, WARRANTY, STATUTE, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING CONTRARY CONTAINED HEREIN, MAGNOLIA IMPACT'S LIABILITY TO YOU ARISING FROM THESE TERMS, THE USE OF OR INABILITY TO USE THE SITE OR THE SERVICES, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO MAGNOLIA IMPACT FOR ACCESS TO AND USE OF THE SITE AND/OR THE SERVICES.

C. YOU RELEASE MAGNOLIA IMPACT AND HOLD IT AND ITS THIRD-PARTY TECHNOLOGY PLATFORM PROVIDER, SUPPLIERS, AND PROVIDERS, AND ANY THIRD-PARTY WHO PROMOTES THE SERVICE OR PROVIDES YOU WITH A LINK TO THE WEBSITE HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE AS CITED ABOVE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICE. YOU WAIVE THE PROVISION OF ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE.

D. To the extent the Magnolia Impact may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law.

XIV. INDEMNIFICATION

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD MAGNOLIA IMPACT, ITS AFFILIATES, ITS THIRD-PARTY TECHNOLOGY PLATFORM PROVIDER AND ANY SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND OTHER THIRD-PARTY PARTNERS AND EMPLOYEES, HARMLESS FROM ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, DEMANDS, COSTS, AND EXPENSES OF EVERY KIND AND NATURE (INCLUDING ACTUAL, SPECIAL, INCIDENTAL, AND CONSEQUENTIAL), KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED TO, YOUR USE OF THE SITE AND THE SERVICES. YOU WAIVE THE PROVISION OF ANY STATE OR LOCAL LAWS THAT LIMIT OR PROHIBIT SUCH A GENERAL RELEASE.

XV. ADDITIONAL TERMS

A. The Terms contain the entire agreement between you and Magnolia Impact regarding the use of the App and supersede any prior agreement between you and Magnolia Impact on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms.

B. The failure of Magnolia Impact to enforce any right or provision of these Terms and Conditions does not constitute a waiver of future enforcement of any right or provision.

C. If any provision of the Terms is found to be unenforceable or invalid by an arbitrator or court of competent jurisdiction, then only that provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.

D. The Terms, and any rights or obligations under them, are not assignable, transferable or sublicensable by you except with Magnolia Impact's prior written consent but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void.

E. You agree that no joint venture, partnership, employment, agency, special or fiduciary relationship exists between you and Magnolia Impact as a result of these Terms or your use of the App.