Terms of Service

1.Who this agreement is between

This agreement is between Daviah LLC, a California limited liability company ("Daviah", "we", "us"), and the organization that subscribes to or uses the platform (the "Organization", "you").

The Organization is the customer. The person who signs up, accepts these terms or holds the administrator account does so on the Organization's behalf and does not become the customer by doing it. If you accept these terms, you represent that you are authorized to bind the Organization, and that the Organization has taken whatever action its own rules require — a vote, a resolution, an officer's authority — for that to be true.

An organization whose officers change by election does not change customer. The account, the records in it, and any domain we hold for you belong to the Organization, not to whoever holds an office this year.

2.What the platform is

Daviah provides a hosted website and, on the plan that includes it, a management system for an organization's own records: its members, subscriptions or dues, meetings, minutes, events, documents and photographs. Which of these you have depends on the plan you are on, as described in section 9.

We host the website, keep it running, and provide the software. We do not write your content, verify it, or take responsibility for what your organization chooses to publish.

3.Accounts, officers and authorized users

The Organization decides who may use the platform on its behalf, and in what capacity. Each such person is an "Authorized User", and each holds one or more roles that the Organization assigns — administrator, presiding officer, secretary, treasurer, officer, website editor, member, or whatever those roles are called for your kind of organization.

The Organization is responsible for everything done under its account, whether or not it authorized the particular act, and for keeping its list of Authorized Users current. When somebody leaves office, removing their access is the Organization's to do, and we will act on an administrator's instruction to do it.

Accounts are personal. An Authorized User must not share their password or sign in as somebody else. Tell us promptly if you believe an account has been used by somebody who should not have it.

Every Authorized User accepts these terms before entering the management system, and we record who accepted, when, and which version. Acceptance by an Authorized User does not itself bind the Organization; the Organization is bound under section 1.

If the people speaking for an Organization disagree about who is authorized, that is the Organization's to resolve under its own rules, not ours. Until it is resolved in writing by somebody we can reasonably identify as speaking for the Organization or its governing body, we may keep things as they are, and we may decline instructions that we cannot tell are authorized. We will not take sides in an internal dispute.

4.The Organization's records

"Organization Records" means everything the Organization and its Authorized Users put into the management system that is not published on the website: the membership roll, contact details, subscription and dues ledgers, payments, attendance, meeting records, minutes, notes, records of grades, ranks or degrees the Organization confers, documents and private photographs.

Organization Records are yours. We claim no ownership of them.

You give us permission to hold, copy, transmit, back up and display those records only so far as we need to in order to run the platform for you, to keep it secure, to support you when you ask, and to comply with the law. That permission lasts as long as this agreement and no longer.

We do not sell your records. We do not use them to advertise to your members. We do not use them to train artificial-intelligence models, and we do not permit the providers we use to train their models on them.

We may produce statistics about how the platform is used, provided they are aggregated across organizations and carry nothing that identifies your organization, your members or any individual, and we will not attempt to re-identify anybody from them.

Some features generate text or artwork by sending the content you have written, or a description of it, to a third-party model provider. Those features are optional and are used only when an Authorized User asks for them. Do not use them on anything you would not hand to a third party.

5.Publishing to the public website

The platform allows an Authorized User to designate certain information for publication on the Organization's public website — an officer's name and photograph, an event, a notice, a document, a gallery. Publication is always a deliberate act by somebody the Organization authorized. We never publish anything on our own initiative.

Before publishing anything that names or depicts a person, the Organization is responsible for having whatever permission that requires. You confirm that you have the rights and consents needed for everything you publish, including photographs, crests, logos and the names of your members, and that publishing it breaks no promise you have made to anybody.

The accuracy of what you publish is yours. We do not review, approve or monitor it.

You can unpublish anything at any time, and we will act on a request from an administrator to take something down. But unpublishing does not reach copies the rest of the internet has already made: search engines, archives, caches and anybody who saved the page keep what they took. If a member asks for their name or photograph to come off the site, they should ask the Organization, and the Organization should unpublish it — we will help, but we cannot undo the internet's memory of it.

We may remove or suspend access to content, or to the whole site, where we reasonably believe the law requires it, where it breaches the Acceptable Use Policy, or where somebody has made a credible copyright complaint. Where we can tell you first, we will.

6.Acceptable use

The Acceptable Use Policy forms part of this agreement, and everybody using the platform agrees to it. In short: nothing illegal, nothing that impersonates or harasses, nothing that abuses the service or the people on it, and nothing published about a person that you have no right to publish.

We may suspend an account, remove content, or end this agreement for a serious or repeated breach of that policy.

7.Domains, DNS and certificates

Every organization gets an address on our own domain at no additional charge, and for an organization on the Website plan that is the address its site is served at. On Website and Members, connecting a custom domain is included: the Organization provides the domain, registered and paid for by it, and nothing is set up until you ask — tell us the domain, we enter it, and once the record we give you is added at its registrar the platform obtains the certificate and serves your site there by itself. We never pick a domain for you.

Daviah is not a domain registrar, and registers domains only for an association on a plan agreed with us, where the registrar's fee is charged on to the association at cost. Where we register a domain for you, we do it through a registrar whose own terms and ICANN's rules apply to that registration, and we register it in the Organization's name where the registrar allows it. The domain is the Organization's, not ours.

By pointing a domain at the platform, or asking us to, you authorize us to request, install and renew the TLS certificates needed to serve your site securely over HTTPS, through the providers we use for that.

If the Organization holds its own domain, keeping the registration alive and its contact details accurate is the Organization's responsibility, and a domain that lapses or is moved away is not our breach.

When this agreement ends, we will transfer a domain we registered for you to you or to a registrar of your choosing, at your request and at your cost, so far as the registrar's rules allow. We do not keep or sell an organization's domain.

8.Payments your members make

The platform can present a way for members and the public to pay an organization — dues, contributions, an event. Those payments run through the Organization's own account with our payment provider, under that provider's agreement with the Organization. The Organization is the merchant of record.

Money never passes through Daviah. We do not hold it, disburse it, reconcile it or take a share of it. Processing fees are the provider's and are the Organization's to bear.

Refunds, chargebacks, disputes, taxes, receipts, and any registration your jurisdiction requires for soliciting contributions are the Organization's. So is deciding what is owed by whom: the ledger is yours, and the figures in it are the ones your officers put there.

We are not responsible for the payment provider's acts, for its holds or reserves, or for its decision to suspend or close an organization's account with it.

9.Plans, fees and renewal

The plans, as at the effective date of these terms, are: Website at $29.99 a month or $300 a year, which is the public website and the ability for the Organization to edit it; and Website and Members at $79.99 a month or $819.99 a year, which adds the management system and a custom domain. An association of organizations may agree a plan of its own with us, at a fee we agree together, which adds maintenance and support work to what every plan has.

Onboarding on the Website plan is self-serve and free. On Website and Members you may onboard yourself at no charge, or ask us to do part of it for $750 — we put up your written content, you supply photographs and enter your officers and members — or all of it for $1,250. Onboarding fees are one-off, are payable before the work starts, and are not refundable once it has.

We sometimes waive the fee, on either plan — for an early organization, a design partner, or one whose site we built before there was anything to buy. A waiver is of the money and of nothing else: the Organization signs up, agrees to these terms like any other, has everything its plan includes, and is bound by all of this.

What a waived site includes is exactly what the plan includes, and it is worth saying plainly: the hosting, a standard design from the templates on offer, an account in the management system, and the ability to write and change the content yourself. Work we do for the Organization is not part of it — putting your written content up, entering your officers and members, or building something the templates do not do is implementation, and is quoted separately at the onboarding fees or the hourly rate above, whether the subscription is waived or paid.

A waiver is a kindness rather than a term of this agreement, and it is not promised for any length of time. Running a site costs us real money — storage, bandwidth, the mail it sends, the processing behind its payments — and when carrying that for an organization stops being something we can reasonably do, we will say so and the ordinary fee will start. We will give 30 days' notice before it does, and the Organization may cancel before it takes effect rather than pay.

A custom domain is part of the Website and Members plan. An organization on the Website plan, waived or paid, is at its address on our own domain, which needs nothing and costs nothing.

The published price list governs if it ever differs from the figures written above. Fees are in US dollars and exclude any tax that applies.

Subscriptions renew automatically — monthly plans each month, annual plans each year — until canceled. You may cancel at any time, effective at the end of the period you have paid for. We do not refund the unused part of a period, and a discount taken for paying a year up front is not refunded on cancellation part-way through.

We may change our fees. We will tell you at least 30 days before a change affects you, and a change never applies to a period you have already paid for. If you do not want to pay the new price, cancel before it takes effect.

10.Not paying

If a payment fails or an invoice goes unpaid, we will tell you, and you have 10 days to put it right. During those days nothing changes.

After that, the public website is replaced with a plain holding page saying the organization exists and how to reach it, and the management system becomes readable but not writable. Your records are not deleted, and nothing is lost. Paying restores everything on the next request.

If an account stays unpaid for a long period we may end this agreement under section 16. We would rather hear from you than do that: an organization in difficulty should write to us.

11.Support, defects and changes to the platform

On every plan, if something is broken that stops you doing something your plan includes, tell us and we will fix it, and tell you when once we have looked at it and scoped the work. New features are not included, and we may decline, defer or charge for a request to build something that does not exist yet. Maintenance — work done for you beyond the platform doing what it should, such as content kept up or changes made on your behalf — is part of an association's plan, under the fee agreed with it. Otherwise, work outside a plan — changes to a website we maintain for a non-subscriber, a data rescue, a migration you have asked for after onboarding — is charged at $150 an hour with a minimum of four hours.

Report a problem from inside the platform, under Help — "Report a problem". That is the way we would rather hear about one: the report arrives with the page you were on attached, we answer on the report itself so the whole exchange stays in one place you can go back and read, and it is kept with your organization. Email reaches us too, and either way we answer in the ordinary course of business and try to answer quickly. We do not promise a response time, and we do not promise that the platform will be available for any particular proportion of the time. If that changes — if we ever publish an uptime commitment — it will be in this agreement, not on a marketing page.

We improve and change the platform continually, and most changes need nothing from you. We will not remove a material part of what your plan includes without telling you at least 30 days beforehand, and if we do remove one you may cancel and we will refund the unused part of what you have paid.

We may take the platform down briefly for maintenance. Where it is planned, we will avoid the times organizations are most likely to need it.

12.Work we do for you

Onboarding, migration, building an initial website, and any other work we do for an organization is done with reasonable skill and care, on what you give us.

That work depends on your cooperation: the content, photographs, member lists and answers we need, when we need them. Timetables we discuss are estimates and not promises. The Organization is responsible for the accuracy of what it hands us, and for checking what we have built before it goes live.

What we build for your organization — your pages, your words, your arrangement of them — is the Organization's. The platform, its templates, its software and everything underneath are ours, as section 15 says.

Where we do this work at no charge, as we have for early organizations, it is still done properly, but it creates no continuing obligation: a free build does not entitle an organization to free changes afterwards, and free work is not a separate ground for a claim beyond the limit in section 19.

13.Confidentiality

Each of us may learn things about the other that are not public. Organization Records are the Organization's confidential information — its roll, its ledgers, its minutes, whatever it records of who has been admitted or advanced, and anything else it keeps in the management system unpublished. The platform's non-public workings, prices quoted to you and unreleased plans are ours.

Neither of us will use the other's confidential information except to perform this agreement, and neither will disclose it to anybody except people who need it for that purpose and are bound to keep it confidential. This does not apply to anything already public through no fault of ours, anything either of us already knew or works out independently, or anything the law or a court requires us to disclose — and where we are required to disclose your information, we will tell you first if we are allowed to.

These obligations continue after this agreement ends, for as long as the information stays confidential.

14.Privacy and data protection

The Organization decides what personal information goes into the platform and why. In the language of privacy law, the Organization is the controller — the business — and Daviah is the processor, the service provider, acting on the Organization's documented instructions. We do not sell or share personal information, and we do not use it for any purpose except providing the platform to you.

The Data Processing Addendum forms part of this agreement and sets out the detail, including the security measures we keep, the providers we use, and what happens when somebody exercises a right over their own information.

If we become aware of a breach of security affecting your information, we will tell you within 72 hours of confirming it, with what we know at the time and what we are doing about it.

If a member asks to see, correct or delete what is held about them, they should ask the Organization: it is the Organization's roll. We will help you answer. Where a request comes to us directly, we will pass it on rather than act on it.

The platform is not built for information that carries special legal duties — medical records, card numbers stored by you, information about children under 13. Do not put such information into it without agreeing that with us in writing first.

15.Our intellectual property, and the license you have

The platform, its software, its designs and templates, and everything about it except your own content and records, belong to Daviah or to the people we license them from. Nothing here gives you any ownership of them.

While this agreement is in force and your account is paid, you have a limited, non-exclusive, non-transferable license to use the platform for the Organization's own purposes. You may not copy the software, take it apart, resell access to it, or use it to build a competing product.

If you send us ideas or suggestions, we may use them without owing you anything. We will not identify your organization when we do, unless you have agreed we may.

We would like to name organizations we work with, and show their sites, when we describe what we do. We will ask first, and a yes can be withdrawn.

16.Ending this agreement

You may end this agreement at any time by canceling, effective at the end of the period you have paid for.

We may end it if you materially breach it and do not put that right within 30 days of us telling you; immediately, if the breach is one that cannot be put right or where the law requires us to act; or on 60 days' notice if we stop offering the platform, in which case we refund the unused part of anything you have paid.

When it ends, access to the management system ends, the public website stops being served, and any custom domain stops resolving to us. Say the word beforehand and we will leave the site on its platform address for a while instead, so nothing goes dark on the day.

17.Getting your records out, and their deletion

You can export the Organization's records at any time while this agreement is in force, and we will help if the export you need is one the platform does not yet produce.

After this agreement ends you have 30 days to ask us for an export, and we will provide one in a common, machine-readable format at no charge.

An ended organization and its records are deleted 60 days after the end, or sooner if you ask; we email a week before with the date. Subscribing again before that date keeps everything. Copies inside our routine backups are overwritten in the ordinary cycle, within 90 days.

Records your organization is obliged to keep — minutes, financial records, whatever your own rules or your governing body require — are the Organization's to keep. This platform is a working system, not your archive of record, and you should keep your own copies.

18.What we promise, and what we do not

We promise to provide the platform with reasonable skill and care, and to keep to the security measures in the Data Processing Addendum.

Beyond that, the platform is provided as it is. We do not promise that it will be uninterrupted or error-free, that it will meet every expectation, or that it will be fit for a purpose we have not discussed. Where the law gives you rights that cannot be excluded, nothing here excludes them.

We are not responsible for things outside the platform: your internet connection, a domain registrar, a payment provider, an email provider, or anything else run by somebody else.

19.What we can be made to pay

Neither of us is liable to the other for indirect or consequential loss, lost profits, lost business, lost goodwill, or the cost of substitute services.

Daviah's total liability for everything arising out of this agreement, taken together, is limited to the greater of five hundred dollars ($500) or the fees the Organization paid us in the twelve months before the event giving rise to the claim.

That limit does not apply to a breach of confidentiality, to what either of us owes under section 20, or to anything that cannot be limited by law, including fraud, willful misconduct or personal injury.

These limits are part of how the price was set, and they apply even if a remedy fails of its essential purpose.

20.Covering each other's costs

The Organization will defend us against, and cover us for, claims brought by somebody else that arise from what the Organization published or stored on the platform, from its use of member information, from its own payments and dues, or from its breach of this agreement.

We will defend you against, and cover you for, a claim that the platform itself infringes somebody's intellectual property. If that happens we may change the platform so it no longer does, obtain the right to keep using it, or end this agreement and refund the unused part of what you have paid.

Whoever is being covered must tell the other promptly, let them run the defense, and help with it. Neither of us settles a claim in a way that costs the other money or admits their fault without asking first.

21.Changing these terms

We may change these terms. If a change is material — anything that reduces what you get or adds an obligation on you — we will give at least 30 days' notice by email to the Organization's administrators and in the platform itself, and the next time each Authorized User signs in they will be asked to accept the new version.

If you do not accept a material change, you may cancel before it takes effect and we will refund the unused part of anything you have paid for a period after that date.

Changes are never retroactive, and a dispute is judged by the version in force when the events happened.

22.Law, and where disagreements are settled

This agreement is governed by the law of the State of California, without regard to its conflict-of-laws rules.

Any dispute goes to the state or federal courts serving Shasta County, California, and both of us agree to that venue. There is no arbitration clause here: either of us may sue, in court, in the ordinary way. Either of us may also bring a qualifying claim in small-claims court instead.

Neither of us will bring a claim on behalf of a class. A claim must be brought within 1 year of the events it arises from, or it is too late.

23.Everything else

Notices to the Organization go to the administrators' email addresses on the account, and it is the Organization's to keep those current. Notices to us go to admin@daviah.io.

Neither of us may transfer this agreement without the other's consent, except that either may transfer it to a successor of its business on notice to the other.

Neither of us is liable for a failure caused by something genuinely outside our control — but this does not excuse paying what is owed.

If any part of this agreement is unenforceable, the rest stands. Not enforcing something once does not waive it. This agreement, with the Acceptable Use Policy and the Data Processing Addendum, is the whole of what is agreed between us about the platform, and it replaces anything said beforehand. Nothing here makes us partners, or either of us the other's agent.

24.Reaching us

Daviah LLC · admin@daviah.io · (530) 377-3049