WATERLINE PAY LLC TERMS OF SERVICE

These Terms of Service (these “Terms”) govern access to and use of waterlinepay.com, staging.waterlinepay.com, Waterline Pay LLC’s customer dashboard, upload tools, benchmarking and reporting features, and related services that link to or incorporate these Terms (collectively, the “Services”). The Services are provided by Waterline Pay LLC, an Illinois limited liability company (“Waterline,” “we,” “us,” or “our”).

The Services are business-to-business services designed for U.S. tax-exempt organizations. If you create an account, access the Services, or otherwise use the Services on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms. In these Terms, “Customer” means that organization, and “you” includes both Customer and each individual authorized to use the Services on Customer’s behalf (“Authorized User”), as the context requires.

BY CREATING AN ACCOUNT, CLICKING TO ACCEPT THESE TERMS, OR ACCESSING OR USING THE SERVICES AFTER BEING PRESENTED WITH THESE TERMS, YOU AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

Waterline’s Privacy Policy describes how Waterline collects, uses, discloses, retains, and protects personal information. The Privacy Policy is incorporated by reference for purposes of describing Waterline’s information practices, but it is not intended to create contractual rights beyond those provided by applicable law or these Terms.

1. ELIGIBILITY; CUSTOMER AUTHORITY; ACCOUNTS.

1.1. Business Use and Authority.

The Services are intended for use by organizations and their personnel for legitimate business purposes. Each Authorized User must be at least 18 years old and legally capable of entering into binding agreements. If you use the Services for a Customer, you represent that you are authorized to do so and to provide information to Waterline on Customer’s behalf.

1.2. Accounts.

Certain portions of the Services require an account. Customer and its Authorized Users must provide accurate, current, and complete account information and keep it updated. Customer is responsible for activities occurring under its accounts and for ensuring that only Authorized Users access the Services through Customer’s account.

1.3. Account Security.

Customer and Authorized Users must maintain the confidentiality of login credentials, use reasonable security practices, and promptly notify Waterline at support@waterlinepay.com of suspected unauthorized access or use. Waterline may rely on instructions and activity associated with a valid account unless Waterline has reason to believe the account has been compromised.

2. THE SERVICES; BETA SERVICES.

2.1. Services.

Waterline provides a proprietary data analytics platform for nonprofit compensation benchmarking and analysis, including dashboards, benchmarking tools, file-upload functionality, reports, and related features. The Services may use public, government, survey, customer-contributed, and other lawful data sources to generate benchmarking information and analyses.

2.2. Beta and Pre-Release Features.

Some or all of the Services may be offered as beta, pilot, preview, early-access, experimental, or pre-release features (“Beta Services”). Beta Services may be incomplete, contain errors, change materially, or be modified, suspended, or discontinued at any time. Unless Waterline expressly agrees otherwise in writing, Beta Services are provided without service-level commitments and solely for evaluation and early use. Customer assumes the risks inherent in using pre-release functionality.

2.3. Changes to the Services.

Waterline may update, improve, modify, or discontinue features of the Services from time to time. Waterline will use commercially reasonable efforts to avoid materially reducing the core functionality of a paid subscription during its then-current subscription term, except where a change is reasonably necessary for security, legal compliance, third-party dependency changes, or other circumstances beyond Waterline’s reasonable control.

3. FEES; SUBSCRIPTIONS; PAYMENT.

3.1. Fees and Plans.

Certain Services may be offered without charge, during a beta period, or under a paid monthly or annual subscription. Fees, subscription periods, usage limits, and other commercial terms will be displayed at checkout, stated in an order form, invoice, proposal, or other written ordering document accepted by Customer (each, an “Order”). If an Order conflicts with these Terms, the Order controls solely with respect to the conflicting commercial term.

3.2. Payment.

Customer will pay all fees stated in the applicable Order when due. Waterline may use a third-party payment processor, including Stripe or a successor provider. Customer authorizes Waterline and its payment processor to charge the payment method provided for amounts due under the applicable Order. Customer is responsible for applicable sales, use, excise, and similar transaction taxes, excluding taxes based on Waterline’s net income.

3.3. Renewals and Cancellation.

If a paid subscription is designated as automatically renewing, it will renew for successive periods stated in the applicable Order unless Customer cancels in accordance with the cancellation process disclosed at purchase or Waterline provides otherwise in writing. Any refund rights will be as stated in the applicable Order or as required by law.

4. CUSTOMER CONTENT AND DATA RIGHTS

4.1. Customer Content.

“Customer Content” means information, files, records, documents, text, data, and other materials submitted, uploaded, transmitted, or otherwise made available to Waterline by or for Customer through the Services, including staff roster information, compensation information, job descriptions, organization information, and related materials. As between Waterline and Customer, Customer retains its ownership rights in Customer Content, subject to the licenses and rights granted in these Terms.

4.2. License to Provide and Operate the Services.

Customer grants Waterline a non-exclusive, worldwide, royalty-free license, with the right to permit Waterline’s service providers to exercise the licensed rights on Waterline’s behalf, to host, store, reproduce, transmit, process, transform, extract, organize, analyze, display, and otherwise use Customer Content as reasonably necessary to provide, operate, secure, support, maintain, and improve the Services; generate dashboards, reports, benchmarks, and other outputs for Customer; prevent fraud or misuse; and comply with law and Waterline’s contractual obligations.

4.3. Benchmarking and Product-Development Rights.

Customer acknowledges that the Services are designed in part around reciprocal benchmarking. Confirmed organization-level information and position-level records keyed to the Customer organization, including job title, compensation, FTE status, employment type, and union status, but excluding names and other direct identifiers, may be incorporated into Waterline’s peer benchmarking datasets, and contribution of such information is a condition of receiving peer benchmarks. Customer grants Waterline the right to retain, process, analyze, and use such information and information derived from Customer Content for benchmarking, analytics, research, improving role taxonomies and matching logic, testing and improving the Services, and developing existing or future Waterline products and services, subject to the confidentiality, disclosure, and privacy limitations in these Terms and the Privacy Policy.

4.4. Job-Description Content.

Customer may upload job-description files or similar free-form materials. Waterline may store, extract, and process text from those materials to provide role matching and benchmarking and may use information derived from those materials, after removing or reducing identifying details where reasonably practicable, to improve role taxonomies, matching rules, analytics, and existing or future Waterline products and services. Because job descriptions are free-form documents, Waterline cannot guarantee that all names or other identifying details will be detected or removed before the document or extracted text is processed internally or by the AI service providers described in the Privacy Policy. Customer should avoid including personal information unless reasonably necessary for Customer’s use of the Services.

4.5. Aggregated and De-Identified Information.

Waterline may create, use, retain, and disclose aggregated or de-identified information derived from Customer Content for benchmarking, analytics, research, product improvement, and other lawful business purposes. Waterline may retain and use organization-level benchmarking information internally as permitted by these Terms. When Waterline discloses benchmarking information to other customers or third parties, such information will be presented in aggregated or de-identified form and will not be designed to identify any individual or Customer organization, except with Customer’s consent, at Customer’s direction, as necessary to provide the Services to Customer, or as otherwise required by law. Waterline’s current methodology does not display a standalone peer compensation figure drawn from fewer than ten organizations. Peer data from fewer organizations may contribute, at reduced weight, to a market figure that combines multiple data sources. Peer benefits and bonus figures are displayed once at least five organizations have provided the applicable information.

4.6. Customer Responsibilities for Customer Content.

Customer represents and warrants that it has all rights, permissions, and lawful authority necessary to submit Customer Content to the Services and to permit Waterline to process and use Customer Content as contemplated by these Terms. Customer is responsible for providing any notices and obtaining any consents or authorizations required by applicable law or Customer’s own policies before submitting personal information, compensation information, job descriptions, or other information concerning employees, applicants, contractors, or other individuals. Customer will not submit information that Customer is prohibited from disclosing or that Waterline is prohibited from processing under applicable law.

5. BENCHMARKING; REPORTS; AI-ASSISTED FEATURES.

5.1. Benchmarking Inputs and Outputs.

The Services may generate benchmarks, ranges, comparisons, analyses, reports, summaries, or other outputs (“Outputs”) based on Customer Content and information from public, government, survey, customer-contributed, and other sources. Source data may be incomplete, delayed, inaccurate, or not directly comparable across organizations, roles, locations, or time periods. Outputs are estimates and analytical tools, not guarantees of market value or appropriate compensation for any particular person or role.

5.2. AI-Assisted Features.

Certain portions of the Services may use artificial intelligence or large language model technology to support role matching, analyze or summarize job descriptions, interpret benchmarking, benefits, compensation, and related information, and generate narrative summaries or explanatory text from permitted inputs. Waterline’s processing of information in connection with AI-assisted features is described in the Privacy Policy. AI-assisted Outputs may contain errors, omissions, or unexpected results. Customer is responsible for independently reviewing and evaluating AI-assisted Outputs before relying on them. The Services are designed to provide benchmarking and decision-support information and are not intended to make employment or compensation decisions for Customer.

5.3. No Employment, Legal, Tax, or Professional Advice.

The Services and Outputs are provided for informational, benchmarking, and decision-support purposes only. Waterline does not provide legal, tax, accounting, human resources, employment, or other professional advisory services through the Services. The Services are not a substitute for Customer’s independent evaluation of appropriate compensation or employment practices. Waterline does not make hiring, promotion, termination, compensation, classification, pay-equity, or other employment decisions for Customer. Customer remains solely responsible for its employment and compensation decisions, for applying independent judgment, and for compliance with applicable wage-and-hour, pay-transparency, pay-equity, anti-discrimination, tax, benefits, and other laws and obligations.

5.4. No Sole Reliance.

Customer will not use any Output, including an AI-assisted Output, as the sole basis for a decision that materially affects an individual’s employment, compensation, legal rights, or access to an opportunity. Customer is responsible for reviewing relevant facts, context, applicable law, and other appropriate sources before acting on an Output.

6. PRIVACY; SECURITY; SERVICE PROVIDERS.

6.1. Privacy Policy.

Waterline’s collection, use, disclosure, retention, and protection of personal information is described in the Waterline Privacy Policy, as updated from time to time. Customer’s use of the Services is subject to the Privacy Policy.

6.2. Security.

Waterline will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Content in Waterline’s possession or control against unauthorized access, use, alteration, or disclosure. No method of transmission, hosting, or electronic storage is completely secure, and Waterline does not guarantee absolute security.

6.3. Service Providers.

Waterline may use third-party providers to support hosting, database infrastructure, storage, authentication, email, security, analytics, AI-assisted features (including report text, role matching, and job-description analysis), business operations, and payment processing. Waterline may permit those providers to process Customer Content to the extent reasonably necessary to perform services for Waterline, subject to applicable agreements, terms, and legal requirements. Third-party services may also be subject to their own terms and privacy notices.

6.4. Security Incidents.

If Waterline becomes aware of a security incident affecting Customer Content, Waterline will investigate and take steps it determines appropriate under the circumstances and will provide notice to Customer where required by applicable law or contract.

7. CONFIDENTIALITY.

7.1. Confidential Information.

“Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure, including Customer Content, non-public compensation and organizational information, Waterline’s software, methodologies, benchmarking logic, source code, product plans, security information, and non-public business information. Confidential Information does not include information that the Receiving Party can demonstrate: (a) was lawfully known without restriction before disclosure; (b) becomes public through no breach by the Receiving Party; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

7.2. Protection and Permitted Use.

The Receiving Party will use the Disclosing Party’s Confidential Information only as permitted by these Terms and will protect it using at least reasonable care. The Receiving Party may disclose Confidential Information to personnel, contractors, professional advisors, and service providers who need to know it for purposes consistent with these Terms and who are subject to confidentiality or use restrictions reasonably appropriate to the information.

7.3. Required Disclosure.

A Receiving Party may disclose Confidential Information to the extent required by law, subpoena, or court order, provided that, to the extent legally permitted, it gives the Disclosing Party reasonable notice and cooperation if the Disclosing Party seeks confidential treatment or other protection.

7.4. Separate NDA.

If Waterline and Customer have entered into a separate confidentiality or nondisclosure agreement, that agreement will continue to apply according to its terms. To the extent of a direct conflict concerning treatment of Confidential Information, the more specific confidentiality obligation will control.

8. ACCEPTABLE USE.

Customer and Authorized Users will not, and will not permit any third party to:

• use the Services in violation of law, regulation, third-party rights, or these Terms;
• upload malware, malicious code, or content intended to disrupt, damage, or gain unauthorized access to the Services or another system;
• attempt to bypass authentication, security, access controls, rate limits, or other technical restrictions;
• reverse engineer, decompile, disassemble, or attempt to derive source code, models, algorithms, non-public methodology, or underlying structure of the Services except to the extent such restriction is prohibited by law;
• scrape, crawl, harvest, systematically extract, or use automated means to collect data from the Services except through functionality expressly provided or authorized by Waterline;
• copy, resell, sublicense, distribute, or commercially exploit the Services or Waterline Content (as defined in Section 9.1) except as expressly permitted in writing;
• use the Services or Waterline Content to build or train a competing product, dataset, model, or service, or to benchmark Waterline publicly without Waterline’s prior written consent;
• misrepresent identity, authority, affiliation, Customer Content, or the source or accuracy of information submitted to the Services; or
• use the Services to make unlawful discriminatory decisions or otherwise violate applicable employment, privacy, or data-protection laws.

Waterline may investigate suspected violations and may suspend or restrict access where Waterline reasonably believes necessary to protect the Services, Customer, other users, or third parties, or to comply with law.

9. WATERLINE INTELLECTUAL PROPERTY; FEEDBACK.

9.1. Waterline Materials.

Except for Customer Content, Waterline and its licensors own all right, title, and interest in and to the Services and all software, interfaces, designs, text, graphics, databases, methodologies, models, algorithms, benchmarking logic, compilations, documentation, report templates, and other materials made available by Waterline (“Waterline Content”), including all related intellectual property rights. No rights are granted except as expressly stated in these Terms.

9.2. Limited License.

Subject to Customer’s compliance with these Terms and any applicable Order, Waterline grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription or beta period to access and use the Services and Waterline Content for Customer’s internal business purposes.

9.3. Outputs.

Customer may use and internally distribute Outputs generated specifically for Customer for Customer’s internal business purposes, subject to these Terms. Customer may share an Output with its board members, employees, professional advisors, funders, or other stakeholders for legitimate organizational purposes, provided that Customer does not represent that Waterline has independently verified Customer’s underlying data or endorsed a particular employment or compensation decision.

9.4. Feedback.

If Customer or an Authorized User provides suggestions, ideas, comments, or other feedback concerning the Services (“Feedback”), Waterline may use and exploit that Feedback without restriction or obligation, provided Waterline does not publicly identify Customer as the source without permission.

10. SUSPENSION; TERMINATION; DATA FOLLOWING TERMINATION.

10.1. Suspension.

Waterline may suspend access to the Services if Customer materially breaches these Terms, fails to pay amounts when due, creates a security or legal risk, uses the Services in a manner that may harm Waterline or others, or if suspension is reasonably necessary to comply with law or address a security incident. Where reasonably practicable, Waterline will provide notice and an opportunity to cure before suspension.

10.2. Termination.

Either party may terminate a beta or free Service at any time unless otherwise stated in writing. Paid subscriptions may be terminated or cancelled as provided in the applicable Order. Waterline may terminate these Terms or an affected account for a material breach that is not cured within a reasonable period after notice, or immediately where the breach cannot reasonably be cured or continued access presents material legal, security, or operational risk.

10.3. Effect of Termination.

Upon termination, Customer’s right to access the affected Services ends, except as Waterline may permit for a limited export period. Customer remains responsible for accrued payment obligations. Sections that by their nature should survive termination will survive, including provisions concerning Customer Content rights already exercised as permitted by these Terms, aggregated or de-identified information, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, and dispute resolution.

10.4. Deletion Requests.

Waterline will handle deletion requests and retention of Customer Content as described in the Privacy Policy and applicable law. Waterline’s intended design is to remove a deleted Customer organization’s contributed rows from active benchmarking datasets and recompute pooled aggregates without those contributions, including applicable contributions derived from job-description content. Deletion may not immediately remove information from routine backup or archival systems, and Waterline cannot retrieve or delete copies of Outputs that Customer or authorized recipients have already downloaded or retained. Deletion of Customer Content does not require Waterline to modify or regenerate reports or other point-in-time Outputs generated before the deletion request. Such reports may be retained as described in the Privacy Policy and may continue to reflect aggregate figures calculated before deletion.

11. DISCLAIMERS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, BETA SERVICES, WATERLINE CONTENT, BENCHMARKS, AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WATERLINE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WATERLINE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS; THAT DATA OR OUTPUTS WILL BE COMPLETE, CURRENT, OR ACCURATE; THAT A PARTICULAR BENCHMARK OR OUTPUT WILL BE APPROPRIATE FOR A PARTICULAR ORGANIZATION, ROLE, OR INDIVIDUAL; OR THAT USE OF THE SERVICES WILL ENSURE COMPLIANCE WITH ANY LAW OR PROFESSIONAL STANDARD.

12. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER WATERLINE NOR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITY, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WATERLINE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO WATERLINE FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR (B) ONE HUNDRED DOLLARS ($100).

THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OF LIABILITY AND ARE INTENDED TO ALLOCATE THE RISKS BETWEEN THE PARTIES IN LIGHT OF THE FEES CHARGED, INCLUDING WHERE SERVICES ARE PROVIDED WITHOUT CHARGE DURING A BETA OR FREE PERIOD.

13. INDEMNIFICATION.

Customer will defend, indemnify, and hold harmless Waterline and its members, managers, officers, employees, contractors, and agents from and against third-party claims, actions, damages, losses, liabilities, costs, and reasonable attorneys’ fees arising out of or relating to: (a) Customer Content or Customer’s lack of rights or authority to submit or permit use of Customer Content; (b) Customer’s or an Authorized User’s violation of these Terms or applicable law; (c) Customer’s employment, compensation, personnel, or other decisions made using or relating to the Services or Outputs; or (d) Customer’s infringement, misappropriation, or violation of a third party’s intellectual property, privacy, confidentiality, publicity, or other rights. Waterline will provide reasonable notice of an indemnified claim and reasonable cooperation at Customer’s expense. Customer may not settle a claim in a manner that admits fault by or imposes a non-monetary obligation on Waterline without Waterline’s prior written consent.

14. THIRD-PARTY SERVICES AND LINKS.

The Services may interoperate with or depend on third-party products, services, websites, datasets, or infrastructure that Waterline does not control. Waterline is not responsible for the availability, accuracy, content, security, or independent practices of third-party services. Customer’s use of third-party services may be governed by separate terms and privacy notices. Waterline may change third-party providers or dependencies from time to time.

15. CHANGES TO THESE TERMS.

Waterline may update these Terms from time to time to reflect changes in law, the Services, business practices, or risk allocation. Waterline will revise the “Last Updated” date when these Terms change and will provide reasonable additional notice of material changes where appropriate. Material changes will not apply retroactively to a dispute that arose before the change. Waterline may require Customer or an Authorized User to affirmatively accept updated Terms before continued use of the Services. Continued use after the effective date of updated Terms will constitute acceptance to the extent permitted by applicable law and the manner in which notice was provided.

16. GOVERNING LAW; VENUE; JURY TRIAL WAIVER.

16.1. Governing Law.

These Terms and any dispute arising out of or relating to them or the Services will be governed by the laws of the State of Illinois, without regard to conflict-of-laws principles.

16.2. Venue

Subject to any applicable non-waivable law, the state courts located in Lake County, Illinois and the United States District Court for the Northern District of Illinois will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Services, and each party consents to personal jurisdiction and venue in those courts.

16.3. Jury Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES.

17. GENERAL.

17.1. Electronic Communications.

Customer consents to receive notices and communications relating to the Services electronically, including by email, in-product notice, or posting through the Services, except where applicable law requires another method.

17.2. Assignment.

Customer may not assign or transfer these Terms or an account without Waterline’s prior written consent. Waterline may assign these Terms in connection with a merger, reorganization, financing, sale of equity, sale of substantially all assets, or similar transaction, or to an affiliate or successor, provided the assignee assumes Waterline’s applicable obligations.

17.3. Force Majeure.

Waterline will not be liable for delay or failure caused by events beyond its reasonable control, including internet or telecommunications failures, cloud or infrastructure outages, labor disputes, natural disasters, governmental actions, civil unrest, war, terrorism, epidemics, or failures of third-party providers.

17.4. Entire Agreement; Order of Precedence.

These Terms, the Privacy Policy, and any applicable Order or separate written agreement between Waterline and Customer constitute the entire agreement regarding the Services and supersede prior or contemporaneous understandings regarding the same subject matter. If a signed written agreement expressly states that it supersedes these Terms, that agreement controls. Otherwise, an applicable Order controls as to specific commercial terms, and these Terms control as to general use of the Services.

17.5. Severability; Waiver.

If any provision of these Terms is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect. A waiver must be in writing and applies only to the specific instance stated. Failure to enforce a provision is not a waiver.

17.6. No Third-Party Beneficiaries.

These Terms do not create third-party beneficiary rights except as expressly stated.

17.7. Headings

Headings are for convenience only and do not affect interpretation.

18. CONTACT INFORMATION

Questions about these Terms or the Services may be directed to:

Waterline Pay LLC 1507 Sheridan Road Highland Park, Illinois 60035 Email: support@waterlinepay.com