Terms of Service

1. Who this agreement is between

This agreement is between Verenna ("Verenna", "we", "us") and the organization that creates an account ("you", "your organization"). It covers your use of the Verenna platform, our websites, and any related support and documentation (together, the "Service").

The person who creates the account confirms that they are authorized to accept this agreement on behalf of their organization. If you are using Verenna in a personal capacity rather than for an organization, this agreement is with you individually.

By creating an account you accept this agreement. If you do not accept it, do not create an account or use the Service.

2. What Verenna provides

Verenna is a hosted, multi-tenant operating system for nonprofit organizations. It provides a shared record of the people your organization works with, tools for capturing and coordinating activity, communications, fundraising and reporting features, and assistive intelligence built on those records.

Your organization gets its own isolated workspace. We provide the Service on a subscription basis, and we may add, change or withdraw individual features over time. Where a change would materially reduce functionality your organization relies on, we will give you reasonable advance notice.

Features labelled beta, preview or experimental are provided as they are, may change without notice, and are excluded from any commitment we make elsewhere in this agreement.

3. Accounts, access and security

Your organization decides who gets access to its workspace and what each person can do. You are responsible for the accounts you create, for keeping credentials confidential, and for the activity that happens under them.

Verenna supports multi-factor authentication. It is on by default for new organizations, and your organization's administrators can change how strictly it is enforced and which method its users sign in with. We strongly recommend you keep it on.

Tell us promptly at security@verenna.app if you believe an account has been compromised or that someone has gained access to your workspace without authorization.

4. Your information stays yours

Everything your organization puts into Verenna — records, notes, communications, files, and anything derived from them — remains yours. We claim no ownership of it.

We process your information only to provide, secure, support and improve the Service for you, and only on your organization's instructions. We do not sell it. We do not share it with advertisers. We do not use it to train artificial-intelligence models, and neither do the providers we rely on for AI features.

Where your organization is a data controller and we act as your processor, our Data Processing Addendum sets out the terms of that processing and forms part of this agreement. Ask us at legal@verenna.app for a copy.

If your organization turns on sharing with other organizations that use Verenna, the sharing terms shown in the product when you turn it on also apply and form part of this agreement. When your organization shares, we disclose the records and fields it selects to the organization it selects, on its instruction. Your organization is responsible for that decision, and the receiving organization is responsible for what it does with what it receives.

5. What you are responsible for

You are responsible for the information you put into Verenna: that you are entitled to collect it, that you have given the people it concerns whatever notice the law requires, and that you have any consent needed to hold it or to contact them.

This matters most for messaging. If you use Verenna to send email or text messages, you are responsible for having a lawful basis to contact each recipient, for honoring opt-outs, and for complying with the rules that apply to your communications in your jurisdiction.

You are also responsible for complying with the laws that apply to your organization and its sector — including any rules about the kinds of records you keep in Verenna.

6. Acceptable use

Do not use Verenna to break the law, to harm people, or to store or send material you have no right to. Do not attempt to access another organization's workspace or data, to defeat the isolation between workspaces, to probe or test our security without our written permission, or to interfere with the Service's operation.

Do not copy, resell, sublicense or provide the Service to third parties as your own, and do not reverse engineer it except to the extent that restriction is unenforceable where you are.

Do not upload malware, and do not use automated means to extract data from the Service beyond the interfaces we provide for that purpose.

Email acceptable use. Send only to people who opted in or have an existing relationship with your organization; do not use purchased, rented or scraped lists; comply with CAN-SPAM and honour opt-outs. Verenna may throttle, pause or suspend sending without notice to protect deliverability. Your organization indemnifies Verenna for its sending conduct.

7. AI-assisted features

Some features use large language models and speech-to-text to draft text, summarize records, transcribe voice notes and suggest next steps. These features are assistive. Their output can be wrong, incomplete or misleading, and it is not professional, legal, financial or clinical advice.

A person in your organization is always accountable for decisions made about the people in your records. Do not rely on an AI-generated output as the sole basis for a decision that affects someone.

AI processing runs through providers we have contracted for this purpose, in the United States. Your information is not used to train their models, and it is not retained by them for their own purposes.

No tax or legal advice. Verenna supplies model wording and mechanisms (receipts, statements, consent text); your organization adopts them as its own. The disclaimer above applies to all of that model wording, not only to AI-generated output.

8. Fees and payment

Subscription fees, the billing period and any usage-based charges are set out in your order or on our pricing page. Fees are payable in advance unless we agree otherwise, and are exclusive of taxes, which you are responsible for.

Payments are non-refundable, except as these Terms state or where the law requires otherwise.

We use a third-party payment processor to bill subscriptions. Where your organization uses Verenna to collect donations or other payments, those funds settle to your organization's own payment account, not to ours.

Merchant of record and donee. Your organization is the merchant of record, payee and donee for every gift and payment it collects through Verenna. It is responsible for its recurring-gift disclosures being accurate, for honouring cancellations it receives outside Verenna, and for every tax determination (charity status, fair market value, intangible religious benefits). Verenna is the software provider and is never in the money flow.

We may change our prices. We give at least 60 days' written notice of any price increase, by email to every administrator of your organization and as a notice on your plan screen. An increase never takes effect in the middle of a paid term: a monthly plan moves to the new price only at a billing date at least 60 days after the notice; an annual contract moves only at its renewal, and only if that renewal is at least 60 days after the notice, otherwise at the next renewal after that. Every organization on an annual contract gets a reminder 30 days before its renewal, stating the renewal date, the price it renews at, and how to choose "Don't renew" in the app. If you do not want to continue at the new price, you may decline to renew.

If an invoice is overdue we may suspend the Service after giving you notice and a reasonable chance to pay.

9. Providers we rely on

Running Verenna requires infrastructure and communications providers. We publish the current list, what each one does and where it processes data, at verenna.app/subprocessors.

We will update that list before a new provider begins processing your information, and we give at least 30 days notice of an addition. If you have a reasonable objection to a new provider on data-protection grounds, tell us and we will work with you in good faith; if we cannot resolve it, you may terminate the affected part of the Service without penalty.

10. Confidentiality

Each of us may learn confidential information about the other. Each of us will protect the other's confidential information with at least reasonable care, use it only for the purposes of this agreement, and disclose it only to people who need it and are under similar obligations.

This does not apply to information that is public through no fault of the recipient, was already known without a duty of confidence, or is independently developed. If either of us is legally compelled to disclose the other's confidential information, we will give notice where we are permitted to.

11. Intellectual property and feedback

We own the Service — the software, design, documentation and brand. Subject to this agreement, we grant your organization a non-exclusive, non-transferable right to use it during your subscription. We reserve all rights we do not expressly grant.

If you send us feedback or suggestions, we may use them to improve the Service without obligation or payment to you. Feedback does not include your information, which remains yours under section 4.

12. Availability and support

We work to keep Verenna available and performing well, and we maintain the security practices described in our Privacy Policy. We do not promise uninterrupted availability unless we have agreed a separate service-level commitment with you in writing.

We may take the Service down for maintenance. Where maintenance is planned and would be disruptive, we will give advance notice.

Support is available at support@verenna.app.

13. Suspension

We may suspend access — to a user, or to your workspace — if we reasonably believe it is necessary to protect the Service or other customers from a security threat, to stop unlawful or abusive activity, or because an invoice is materially overdue.

We will limit any suspension to what the situation requires, tell you why, and restore access once the cause is resolved. Except where an immediate suspension is needed to prevent harm, we will give you notice and a chance to fix the problem first.

14. Ending the agreement, and getting your data out

Your organization may stop using Verenna and terminate at the end of any billing period. Either of us may terminate for a material breach the other has not fixed within 30 days of written notice. If we terminate without cause, or you terminate because of our material breach that we have not fixed within those 30 days, we will refund the fees you prepaid for the unused part of the period.

You can cancel in the app at any time. Cancellation takes effect at the end of your current billing period, and you keep your plan until then. A move to a lower plan or to fewer seats starts at your next billing date: you keep your current plan until then, and no credit or refund is given for the rest of the period. An organization on an annual contract can choose "Don't renew" in the app: the contract runs to its end date and then stops, with no further charge.

No fee to leave. A discount for committing to a term — the done-for-you setup offer or paying yearly — is paid up front for the whole term. It is not refunded; if you cancel, your plan runs to the end of the term you paid for and then stops. If we end the service without cause, or you end it because of a material breach of ours that we have not fixed within those 30 days, we refund the unused part of what you prepaid. Nothing here limits a right the law gives you that cannot be excluded.

For 30 days after termination, we will keep your information available so you can export it, and we will help you get it out. After that period we delete it from our live systems, and it ages out of encrypted backups on our normal backup cycle. We will confirm deletion in writing if you ask.

We may keep information for longer where the law requires it, including records we must retain to demonstrate our own compliance. Anything kept that way stays subject to the confidentiality and security terms of this agreement.

Consent and authorization records. Your organization can export its donors' consent and authorization records for the 3-year retention window, to defend chargebacks and meet bank-debit rules.

15. Warranties and disclaimers

Each of us warrants that it has the authority to enter into this agreement. We warrant that we will provide the Service with reasonable skill and care.

Recurring charges. We also warrant that Verenna initiates a recurring charge only as the recorded authorization allows, and that a cancellation takes effect at the recorded time.

Beyond that, and to the fullest extent the law allows, the Service is provided as it is. We disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be error-free or that AI-generated output will be accurate.

16. Limitation of liability

Neither of us is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or data, even if warned they were possible.

Each party's total liability arising out of this agreement is limited to the fees you paid or owed for the Service in the 12 months before the event giving rise to the claim.

These limits do not apply to your obligation to pay fees, to either party's breach of its confidentiality obligations, to the indemnities below, or to any liability that cannot be limited by law — including liability for death or personal injury caused by negligence, or for fraud.

17. Indemnities

We will defend your organization against a third-party claim that the Service, used as permitted, infringes that party's intellectual-property rights, and we will pay the damages finally awarded or agreed in settlement.

You will defend us against a third-party claim arising from information your organization put into Verenna or from your use of the Service in breach of this agreement, and you will pay the damages finally awarded or agreed in settlement.

In each case the party seeking indemnity must give prompt notice, let the other control the defense, and give reasonable cooperation.

18. Governing law and disputes

This agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction, and each of us consents to that jurisdiction.

Before starting proceedings, each of us will try in good faith to resolve the dispute by talking to the other, starting with a written notice describing the problem and what would fix it.

If you are a public body or are otherwise legally required to be governed by the law of your own jurisdiction, tell us and we will agree a reasonable alternative in writing.

19. Changes to these terms

We may update these terms. Each version is published with a version number and an effective date, and earlier versions are retained.

For a change that materially affects your rights or obligations, we will give at least 30 days notice before it takes effect, by email to your account administrators and in the product. If you do not accept a material change, you may cancel before it takes effect and keep your plan to the end of the period you've paid for.

Changes that do not materially affect your rights — clarifications, corrections, a new provider added to the list under section 9 — take effect when published.

20. General

This agreement, together with any order, the Data Processing Addendum, our Privacy Policy and any sharing terms your organization accepts in the product, is the entire agreement between us on this subject and replaces any earlier understanding.

Neither of us may assign this agreement without the other's consent, except to a successor of substantially all of its business or assets, on notice.

If a provision is held unenforceable, the rest continues in force. A failure to enforce a right is not a waiver of it. Neither of us is liable for a delay or failure caused by events beyond our reasonable control.

Notices to you go to your account administrators' email addresses. Notices to us go to legal@verenna.app.

21. Contact

Questions about these terms: legal@verenna.app. Support: support@verenna.app. Security reports: security@verenna.app. Privacy questions: privacy@verenna.app.