Terms of Service

Last modified: September 25, 2026

This agreement ("Agreement") is between Nadiv.ai ("Nadiv") and the foundation or other organization that creates a workspace or uses the Service ("Customer"). By creating a workspace, accepting an invitation to one, or using the Service, Customer agrees to this Agreement and to the Privacy Policy, which is part of it. The person accepting represents that they have authority to bind Customer, and actions taken by Customer's administrators in the Service (inviting users, connecting accounts, ratifying automation policies, changing subscriptions) bind Customer.

This Agreement includes binding arbitration and a class-action waiver (§10.11–10.12). Customer may opt out within 30 days (§10.13).

1. The Service

1.1 Right to use. During the Subscription Period, Nadiv will make the Service available to Customer's Authorized Users for Customer's internal grantmaking and administrative purposes, whether through the web application, the API or the MCP server, subject to this Agreement and payment of Fees. Each Authorized User needs their own account and may not share credentials. Customer is responsible for all use under its accounts and for the roles and permissions it assigns.

1.2 Restrictions. Customer will not, and will not let its users: (a) reverse engineer or derive the source code of the Service except where law forbids this restriction; (b) resell, sublicense or provide the Service to a third party, or use it to serve a third party, except through its own authorized integrations; (c) use the Service or its outputs to build a competing product or to train a competing AI model; (d) scrape or bulk-extract data from the Service other than through the export features or API; (e) circumvent security or usage controls, except good-faith security research disclosed to security@nadiv.ai; (f) upload malicious code; or (g) use the Service in violation of law or this Agreement.

1.3 Changes. Nadiv may modify the Service, including AI models, providers and infrastructure, and will use reasonable efforts to notify Customer of material changes. A change is not a breach so long as the core functionality remains materially available.

1.4 Third-party services and connected accounts. The Service connects to third-party systems Customer chooses to connect (Google Workspace, GivingData, others). Customer is responsible for enabling and configuring each connection, for having the right to grant Nadiv the access it grants, and for the third party's terms. Nadiv does not control those services and is not liable for their unavailability, changes or errors.

1.5 Usage data. Nadiv may collect technical logs, metadata and usage patterns about the operation of the Service ("Usage Data"), excluding Customer Data itself, and may use it in de-identified, aggregated form to operate and improve the Service. Usage Data will not be re-identified to Customer or its users and will not be sold or used for advertising.

1.6 Previews. Features labelled beta, preview, pilot or similar are provided as-is, may change or be withdrawn, are excluded from §5.1, and carry no liability, though §7 (Customer Data) still applies to them.

1.7 AI features. The Service includes an AI agent ("Naddy") that reads Customer Data, answers questions, drafts documents and messages, and proposes actions. To provide these features Nadiv sends Customer Data and user requests to a third-party model provider (currently Anthropic) under terms that require confidentiality and prohibit training on that traffic. Customer authorizes that transfer. Nadiv does not use Customer Data, inputs or outputs to train any model and will not disclose Customer Data to other customers. Nadiv is not liable for unavailability or degraded performance caused by the model provider.

1.8 Customer responsibilities for AI outputs and actions. (a) Outputs may be inaccurate, incomplete or out of date. Customer is responsible for reviewing outputs before relying on them, and in particular before any grant decision, payment, filing, or communication to a grantee. (b) Naddy does not execute changes on its own: every write is either approved by an Authorized User in the Service or permitted by an automation policy Customer's administrators ratified in advance. An approved or policy-permitted action is Customer's action, as if the approving user had taken it directly. Customer is responsible for the policies it ratifies and for reviewing the activity log. (c) Use through the API, the MCP server or any automated client on Customer's behalf is Customer's use. (d) The Service is not a substitute for professional legal, tax or accounting judgment.

2. Ownership

2.1 Nadiv owns the Service, its documentation and all improvements. Customer owns Customer Data, including inputs it provides and outputs generated for it. Ownership of outputs does not extend to the models, prompts, templates or other components used to produce them, and Nadiv makes no warranty that outputs are protectable by copyright.

2.2 Customer grants Nadiv a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit and display Customer Data solely to provide the Service to Customer and as this Agreement otherwise permits.

2.3 Customer may give feedback; Nadiv may use it without restriction or attribution. Feedback never includes Customer Data.

3. Fees

3.1 Fees are as stated in Customer's order form. Fees are in U.S. dollars, exclusive of taxes, and non-refundable except as this Agreement or law requires. Nadiv may change published fees with at least 30 days' notice; changes apply from the next renewal.

3.2 Subscriptions renew automatically for successive periods equal to the initial period unless either party gives notice of non-renewal at least 30 days before the renewal date. Customer may cancel from the Service or by emailing support@nadiv.ai.

3.3 Undisputed amounts unpaid 30 days after the due date bear interest at 1% per month or the maximum lawful rate, whichever is lower, and Nadiv may suspend the Service after 15 days' written notice of non-payment. Customer must pay any undisputed portion of a disputed invoice.

3.4 Trials are for evaluation only, limited to the duration Nadiv states, and do not renew.

4. Confidentiality

4.1 "Confidential Information" is information a party discloses that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is Customer's Confidential Information; the Service and its non-public documentation are Nadiv's.

4.2 The receiving party will use Confidential Information only to perform this Agreement, protect it with at least reasonable care, and disclose it only to its personnel, advisors and (for Nadiv) subprocessors who need it and are bound to confidentiality, or as law requires, with prior notice where lawful so the discloser can seek protection. Exclusions: information that is or becomes public without breach, was already known, is received from a third party without restriction, or is independently developed.

5. Warranties and disclaimers

5.1 Nadiv warrants that the Service will perform materially as described in its documentation during the Subscription Period. If it does not, Customer's sole remedy is for Nadiv to correct the nonconformity or, if it cannot within a reasonable time, to refund prepaid fees for the remaining period and terminate the affected subscription. Customer must report a nonconformity in writing within 30 days of discovering it.

5.2 Each party warrants it has authority to enter this Agreement.

5.3 EXCEPT AS STATED IN §5.1, THE SERVICE, ITS AI FEATURES AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." NADIV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NADIV DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. AI OUTPUTS MAY BE INACCURATE OR FABRICATED; NADIV MAKES NO WARRANTY AS TO THEIR ACCURACY, AND CUSTOMER IS RESPONSIBLE FOR VERIFYING THEM BEFORE USE.

6. Limitation of liability

6.1 NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.

6.2 EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS, EITHER PARTY'S BREACH OF §4, CUSTOMER'S BREACH OF §1.2 OR §7.3, EITHER PARTY'S INDEMNITY OBLIGATIONS, OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

6.3 These limits apply regardless of the form of action and even if a limited remedy fails of its essential purpose.

7. Customer Data

7.1 Security. Nadiv will maintain administrative, technical and physical safeguards designed to protect Customer Data, including per-foundation isolation enforced by database row-level security, encryption in transit and at rest, application-layer encryption of connected-account tokens, a single audited write path for every change to Customer Data, and least-privilege staff access. Nadiv will notify Customer without undue delay of any confirmed unauthorized access to Customer Data.

7.2 Customer's responsibilities. Customer is responsible for the accuracy and lawfulness of Customer Data, for having the rights and consents needed to load it and to connect the accounts it connects, and for configuring roles, connections and automation policies appropriately. Nadiv is not liable for exposure resulting from Customer's configuration choices.

7.3 Restricted data. The Service is not designed for payment-card data (PCI-DSS), protected health information (HIPAA), government-issued identifiers of individuals, biometric data, precise geolocation, or personal data of children. Customer will not load such data. Nadiv assumes no additional obligations for data loaded in breach of this section.

7.4 Personal data. Each party will comply with applicable privacy law. Nadiv processes personal data within Customer Data as Customer's processor, on Customer's instructions as expressed through the Service and this Agreement, and will assist Customer with data-subject requests. Nadiv will publish its list of subprocessors in the Privacy Policy and update it before adding one that processes Customer Data. A separate data-processing addendum is available on request.

7.5 Export and deletion. Customer may export its Customer Data at any time during the term and for 30 days after termination, in a machine-readable format. Nadiv then deletes Customer Data from production within 30 days and from backups within 90 days, except where retention is required by law. Nadiv performs routine backups but is not a system of record for Customer's legal retention obligations; Customer should keep its own copies of records it must retain.

8. Term and termination

8.1 This Agreement lasts while Customer has an active workspace or subscription, unless terminated earlier.

8.2 Either party may terminate for material breach uncured 30 days after written notice, or immediately if the other party becomes insolvent. Nadiv may suspend the Service for violation of §1.2 or §7.3, or for undisputed fees unpaid 30 days past due.

8.3 Nadiv may terminate a workspace inactive for 180 days or more with 30 days' notice.

8.4 On termination, Customer's right to use the Service ends and accrued fees remain payable; §7.5 governs export and deletion. Sections 1.2, 1.5, 2, 3, 4, 5.3, 6, 7.5, 8.4, 9 and 10 survive.

9. Indemnity

9.1 Customer will defend Nadiv against third-party claims arising from Customer Data, Customer's breach of this Agreement or law, or Customer's configuration and use of AI features, connections and automation policies, and will pay resulting damages, costs and reasonable attorneys' fees.

9.2 Nadiv will defend Customer against third-party claims that the Service, used as permitted, infringes a U.S. patent, copyright or trademark, and will pay resulting damages and reasonable attorneys' fees. If the Service is or may be enjoined, Nadiv may modify it, procure a license, or terminate the affected subscription and refund prepaid fees for the remaining period. This does not cover claims arising from Customer Data, third-party services, or combinations Nadiv did not supply.

9.3 The indemnified party must promptly notify the indemnifying party, give it control of the defense and settlement (no settlement may impose obligations on the indemnified party without its consent), and cooperate reasonably.

10. General

10.1 Notices. Nadiv may notify Customer by email to its administrators or through the Service. Customer notifies Nadiv at legal@nadiv.ai.

10.2 Publicity. Nadiv will not name Customer as a customer publicly without Customer's prior written consent.

10.3 Injunctive relief. Breach of §1.2 or §4 may cause irreparable harm; the injured party may seek injunctive relief without posting bond.

10.4 Export and sanctions. Each party will comply with U.S. export and sanctions law and represents it is not on a restricted-party list.

10.5 Assignment. Neither party may assign this Agreement without the other's consent, not unreasonably withheld, except to an affiliate or a successor in a merger, reorganization or sale of substantially all relevant assets.

10.6 Force majeure. Nadiv is not liable for delay or failure caused by events beyond its reasonable control. Payment obligations are not excused.

10.7 Relationship; waiver; severability. The parties are independent contractors. Failure to enforce a provision is not a waiver. An unenforceable provision is modified to the minimum extent needed and the rest stands.

10.8 Entire agreement; changes. This Agreement, the Privacy Policy and any order form are the entire agreement and supersede purchase-order terms. Order of precedence: order form, then this Agreement, then the Privacy Policy. Nadiv may update this Agreement by posting a revised version with a new date and notifying Customer's administrators at least 30 days before material changes take effect; continued use after that date is acceptance. Changes do not apply retroactively to a paid term.

10.9 Governing law. The laws of the State of Oregon govern, excluding its conflict-of-law rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply. Except as §10.11 provides, the state and federal courts in Deschutes County, Oregon have exclusive jurisdiction.

10.10 Claims period. A claim under this Agreement must be brought within one year after it accrues.

10.11 Arbitration. Any dispute arising from this Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by one arbitrator, in English, in Bend, Oregon or by video, with claims under $25,000 decided on documents alone. Before filing, the parties will notify each other and attempt informal resolution for 30 days. Excluded from arbitration: claims of intellectual-property infringement and requests for emergency injunctive relief.

10.12 Class-action and jury waiver. EACH PARTY WAIVES TRIAL BY JURY AND AGREES THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS, NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.

10.13 Opt-out. Customer may opt out of §10.11–10.12 by emailing legal@nadiv.ai within 30 days of first accepting this Agreement, stating its name, administrator email and intent to opt out; §10.9 then governs.

10.14 Interpretation. "Including" means "including without limitation"; "or" is not exclusive.

11. Definitions

"Authorized User" means an employee, trustee, board member, contractor or advisor of Customer whom Customer permits to use the Service. "Customer Data" means all data, documents, correspondence and other content Customer or its Authorized Users load into, connect to, or generate through the Service, including inputs to and outputs from AI features. "Fees" means amounts payable under an order form or published pricing. "Service" means Nadiv's grant-management application at app.nadiv.ai, its API, its MCP server and related documentation. "Subscription Period" means the initial subscription term and each renewal.