Terms of Service

Agreement to Terms

Welcome to Sodalo. These Terms of Service ("Terms") govern your use of Sodalo's membership management platform and services. By creating an account or using Sodalo, you agree to be bound by these Terms.

Important: If you're setting up Sodalo for a civic organization, you represent that you have the authority to bind that organization to these Terms. Both you individually and your organization are responsible for compliance with these Terms.

1. The Sodalo Service

Service Description

Sodalo provides cloud-based membership management software designed for civic organizations, non-profits, community groups, and similar organizations. Our service includes:

Member roster management and custom fields
Event management and RSVP tracking
Membership dues tracking and payment processing
Email communications and member portal access
Attendance tracking and reporting
Data export and backup tools

We reserve the right to modify, enhance, or discontinue features with reasonable notice to users. Core functionality will be maintained, and we'll provide migration tools if the service is ever discontinued.

2. Account Registration and Security

Eligibility

To create a Sodalo account, you must:

Be at least 18 years old
Have the authority to bind your organization to these Terms
Provide accurate and complete registration information
Maintain current and accurate account information

Account Security

You are responsible for:

Maintaining the confidentiality of your password
All activities that occur under your account
Notifying us immediately of any unauthorized access
Using strong, unique passwords (we recommend enabling two-factor authentication)

Do not share account credentials. Each staff member who needs access should have their own account with appropriate permissions.

One Organization Per Account

Each Sodalo account is for a single organization. If you manage multiple organizations, each requires a separate account and subscription. Contact us for volume discounts if you manage multiple organizations.

3. Acceptable Use Policy

check_circle

Permitted Uses

check Managing legitimate civic organizations
check Storing member contact information
check Organizing events and tracking attendance
check Collecting membership dues
check Sending legitimate organizational communications

block

Prohibited Uses

close Sending spam or unsolicited communications
close Harassing, threatening, or abusive content
close Illegal activities or content
close Sharing account credentials
close Attempting to access other organizations' data
close Scraping, crawling, or automated data extraction
close Reverse engineering or decompiling the software

Enforcement: We reserve the right to suspend or terminate accounts that violate this Acceptable Use Policy. In severe cases (illegal activity, security threats), we may suspend accounts immediately without notice.

4. Your Organization's Responsibilities

Data Controller Role

Your organization is the data controller for member data stored in Sodalo. This means you are responsible for:

Obtaining proper consent from members to collect their data
Complying with applicable privacy laws (GDPR, CCPA, etc.)
Responding to member data access and deletion requests
Determining data retention policies for your members
Maintaining your own privacy policy for members

See our Privacy Policy for more details on the data controller vs. processor relationship.

Content Responsibility

You are responsible for all content you upload, create, or distribute through Sodalo, including:

Ensuring you have rights to use uploaded images, logos, and documents
Content of emails sent through the platform
Event descriptions and public-facing information
Compliance with trademark and copyright laws

Data Backups

While Sodalo maintains regular automated backups for disaster recovery, you are responsible for maintaining your own backups of critical data. Use the data export tools regularly to download copies of your member roster and other important information.

5. Payment and Billing Terms

Subscription Plans

Sodalo offers the following subscription plans:

Community (Free): Up to 50 active members, all core features included
Paid Plans: For organizations with more than 50 members or needing advanced features

Current pricing is available at sodalo.com/pricing. We reserve the right to change pricing with 30 days' notice to existing subscribers.

Billing

For paid subscriptions:

Billing occurs monthly or annually depending on your chosen plan
Payments are processed automatically via Stripe
You must provide a valid payment method and keep it current
All fees are exclusive of taxes; you are responsible for applicable taxes
Invoices are available in your account dashboard

Refund Policy

30-Day Money-Back Guarantee: If you're not satisfied with Sodalo, you can cancel within 30 days of your initial subscription and receive a full refund.

Applies to first-time subscriptions only
Must cancel within 30 days of initial payment
Refund issued to original payment method within 5-10 business days

After 30 days, subscriptions are non-refundable, but you can cancel at any time to stop future billing.

Failed Payments

If a payment fails:

We'll attempt to charge your payment method up to 3 times
You'll receive email notifications about failed payments
After 15 days of non-payment, your account may be downgraded or suspended
Data remains accessible for 30 days after suspension to allow for payment update

Cancellation

You can cancel your subscription at any time:

Go to Settings → Subscription → Cancel Subscription
Your subscription remains active until the end of your current billing period
No refunds for partial billing periods (except within the 30-day guarantee)
You can export your data at any time before canceling
After cancellation, your account is downgraded to the free Community plan if eligible, or archived after 30 days

6. Service Availability and Modifications

Uptime and Availability

We strive to maintain high availability and reliability:

Target uptime: 99.5% (excluding scheduled maintenance)
Scheduled maintenance announced at least 48 hours in advance
Maintenance typically performed during low-usage hours

However, we cannot guarantee uninterrupted service and are not liable for downtime caused by factors outside our control (internet outages, hosting provider issues, DDoS attacks, etc.).

Feature Changes

Sodalo is actively developed and improved. We may:

Add new features at any time (often at no additional cost)
Modify existing features with notice to users
Deprecate features with at least 90 days' notice
Make emergency changes for security or legal compliance reasons

Core functionality (member management, events, dues tracking) will be maintained. If we discontinue the service entirely, we'll provide at least 180 days' notice and tools to export your data.

7. Intellectual Property Rights

Sodalo's Intellectual Property

All rights, title, and interest in Sodalo (including software, design, trademarks, and documentation) are owned by Spatula Labs LLC. Your subscription grants you a limited, non-exclusive, non-transferable license to use the software.

You may not copy, modify, distribute, sell, or reverse engineer any part of Sodalo's software or services.

Your Content Ownership

You retain all rights to content you upload to Sodalo:

Member data and contact information
Event descriptions and content
Uploaded documents, logos, and images
Email content and communications

By uploading content, you grant Sodalo a limited license to store, process, and display that content solely for the purpose of providing the service to you. We do not use your content for any other purpose or share it with third parties except as described in our Privacy Policy.

Copyright Infringement

If you believe content in Sodalo infringes your copyright, contact us at:

[email protected]

8. Disclaimers and Limitation of Liability

Important Legal Disclaimer: Please read this section carefully as it limits our liability to you.

Service Provided "AS IS"

SODALO IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

Warranties of merchantability or fitness for a particular purpose
Warranties that the service will be uninterrupted, error-free, or secure
Warranties regarding the accuracy or reliability of data
Warranties that defects will be corrected

Some jurisdictions do not allow exclusion of implied warranties, so some of the above exclusions may not apply to you.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPATULA LABS LLC SHALL NOT BE LIABLE FOR:

Indirect, incidental, consequential, or punitive damages arising from your use of or inability to use Sodalo
Data loss or corruption (maintain your own backups!)
Loss of business, profits, or revenue
Loss of goodwill or reputation
Service interruptions or security breaches caused by third parties or factors beyond our control

Maximum Liability Cap: In no event shall our total liability to you for all claims exceed the amount you paid to Sodalo in the 12 months preceding the claim, or $100, whichever is greater.

Exceptions: These limitations do not apply to liability for gross negligence, willful misconduct, death or personal injury caused by our negligence, or any liability that cannot be excluded by law.

Your Responsibility for Backups

While we maintain automated backups for disaster recovery, you are solely responsible for maintaining your own backups of critical data. Use our data export tools regularly to download copies of your member information, event data, and other important records. We are not liable for any data loss regardless of cause.

9. Indemnification

You agree to indemnify, defend, and hold harmless Spatula Labs LLC, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

Your use or misuse of Sodalo
Your violation of these Terms
Your violation of any rights of another person or entity
Content you upload, create, or distribute through Sodalo
Your violation of applicable laws or regulations

10. Termination

Termination by You

You may terminate your account at any time through your account settings. Upon termination, you'll retain access until the end of your current billing period, after which your data will be archived. Data is permanently deleted after 30 days unless you reactivate your account.

Termination by Sodalo

We may suspend or terminate your account if:

You violate these Terms or our Acceptable Use Policy
Your account is inactive for more than 2 years (with 30 days' notice)
We're required to do so by law
Your use of the service poses a security or legal risk
Payment is more than 30 days overdue

We'll provide at least 30 days' notice before termination except in cases of serious violations (illegal activity, security threats) where immediate suspension may be necessary.

Effect of Termination

Upon termination:

Your access to Sodalo will cease
You have 30 days to export your data before permanent deletion
No refunds for partial billing periods (except as stated in our refund policy)
Sections of these Terms that should survive (liability limitations, indemnification, dispute resolution) remain in effect

11. Dispute Resolution and Governing Law

Governing Law

These Terms are governed by the laws of the State of Illinois, United States, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Informal Resolution

Before initiating any formal dispute resolution, please contact us at [email protected] to attempt to resolve the issue informally. Most disputes can be resolved quickly through good-faith discussion.

Binding Arbitration

If we cannot resolve a dispute informally, you agree that any dispute, claim, or controversy arising out of or relating to these Terms or Sodalo will be resolved through binding arbitration rather than in court, except:

Claims that may be brought in small claims court
Claims for injunctive or equitable relief for intellectual property infringement

Arbitration Details:

Administered by the American Arbitration Association (AAA)
Conducted under AAA's Commercial Arbitration Rules
One arbitrator selected according to AAA rules
Arbitration held in Chicago, Illinois (or remotely if both parties agree)
Each party bears their own costs unless otherwise awarded by arbitrator

Class Action Waiver: You agree to arbitrate disputes on an individual basis only. You may not bring claims as part of a class action, collective action, or representative proceeding.

Opt-Out of Arbitration

You may opt out of arbitration by sending written notice to [email protected] within 30 days of creating your account. The notice must include your name, organization name, and a clear statement that you wish to opt out of arbitration.

12. General Terms

Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Spatula Labs LLC regarding Sodalo and supersede all prior agreements.

Changes to Terms

We may update these Terms from time to time. When we make material changes:

We'll update the "Last updated" date at the top
We'll notify you via email at least 30 days before changes take effect
We'll display a notice in your dashboard

Continued use of Sodalo after changes take effect constitutes acceptance of the updated Terms. If you don't agree to changes, you may cancel your account before the changes take effect.

Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

Assignment

You may not assign or transfer these Terms or your account without our written consent. We may assign these Terms to any affiliate or successor without restriction.

No Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

Force Majeure

We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet outages, or government actions.

13. Contact Information

If you have questions about these Terms of Service:

General Questions: [email protected]

Legal Inquiries: [email protected]

Company: Spatula Labs LLC

Location: Illinois, United States

Response time: 48 hours for general inquiries, 24 hours for paid subscribers