Terms & Conditions (For Nonprofits)
This is the online/self-service Onboarding Agreement for Givkwik, Inc. It is the agreement of each nonprofit organization that desires to have a full profile on our Site and receive the benefit of the services made available through the Site. In this Onboarding Agreement, Givkwik is called "us" or "the Licensor" and the non-profit that becomes party to this agreement is called "you" or "the NFP Licensee." This Onboarding Agreement becomes binding on you and enforceable by us as soon as you register and begin to create a cause profile on the Site. If you had signed our prior, hard-copy version of our Onboarding Agreement, you will need to agree to the provisions of this new version, which terminates and supersedes the prior version; and your continued use of the Site, participation in our services, and/or continued maintenance or updating of your cause profile will constitute your agreement to this revised version. Capitalized words and phrases used in this Onboarding Agreement and not otherwise defined have the definitions given to them in the Documentation (as that word is defined in the next paragraph).
1. What Do We Do?
2. What Do You Get?
2.1 You Get a License-Under this Onboarding Agreement, we are giving you a license on a limited, royalty-free, non-exclusive, non-transferable, non-sub-licensable, revocable basis-or simply, the "License"-to maintain a participating Cause profile on our Site, and to participate in services made available to qualified, tax-exempt, nonprofit organizations. It will consist of your logo or other representative image, a brief statement of your mission or a brief description of your organization (subject to any applicable character-count requirements), a website URL of your choice, and a URL for a video about your organization hosted on http://youtube.com. As we develop other features, we will advise you and invite you to include them as we feel is appropriate. If later permitted or required by us, these terms will include the right or requirement to include our logo or name as a click-through function on your website, any smartphone or tablet or other "app" you may have, and/or in emails sent by you to your constituents. If we don't require it but you want it, we will allow it if we feel it is in the best interests of the Site. If we require it, you will do so in a way that is consistent with the relevant Documentation.
2.2 What Does It Cost You?-You do not pay anything unless you want to. See more in paragraph 4 below.
2.3 How Long Does It Last?-The first term is one year after the date this agreement is signed by you-the initial "License term." Each License term automatically renews for new License terms of the same length, unless you notify us or we notify you of a decision to not renew at least 30 days prior to the end of the then-current term
2.4 Are There Any Restrictions?-A few. In addition to limitations described in the Documentation, unless you get written consent from us (which we can withhold if we feel we should), you may not assign or transfer or "sublicense" your rights under this agreement to any person, including any parent, subsidiary or other affiliated individual or organization, or anyone else. Any licensed right or other property under this agreement is to be used only for the purposes described in this agreement and the Documentation, which we can modify now and then as we feel may be necessary or appropriate.
2.5 Some More About Our Site. The Site allows users to get information about Causes (like you) that are listed in our library of tax-exempt causes. The Site also gives end-users the ability to make donations into a Donor Advised Fund of a tax-exempt Sponsoring Organization, and then indicate (whenever they want) which Causes they want to receive all or a portion of their donated funds. Even more exciting, the Site allows large donations that are made by generous corporate sponsors or individual philanthropists into a DAF to be allocated to social Causes in accordance with the wishes of members of the general public. By using mobile and Internet technology and leveraging the exponential power of Social Media, "the Crowd" democratically votes on where corporate money will go for social good.
3. Sponsoring Organization; Donor Advised Fund.
3.2 For Personal Donations, no funded amounts are paid to you until a predetermined minimum amount (typically not less than $50) has been allocated to you by the democratic wishes of end users in the Givkwik community. Their wishes are made know by means of our point allocation function (on the Site its called the "Giv Button"). The minimum amount is reached when Givs (or allocations voted for by end users) equal to that value have been allocated. Once the minimum amount (or more) is reached in a given month, we notify the Sponsoring Organization and advise that it transfer that amount to you. There are some fees, but you get the total amount allocated (this is explained in section 5 below). If in any given year, total Givs voted in your favor do not meet the minimum amount, the allocations that have been made in your favor may be combined with those for other participating Causes that have also not reached their minimum amounts and distributed under our policy for unallocated donations.
3.3 Promoted Donations will be voted on by the Crowd in accordance with the specific rules of the campaign to which the Promoted Donation is subject. Each donor of a Promoted Donation can create its own rules (subject to our agreement). The possibilities are many and the potential is exciting, and we encourage you to reach out and work with your historical donor-constituents to consider running a Promoted Campaign to benefit not only from the funding but from the possibilities of increased awareness and brand recognition for both you and the Promoter/donor.
3.4 Note!-there can, of course, be no guarantee that end users will vote the minimum allocation of Givs (or even any Givs) for you in connection with either a Personal Donation or a Promoted Donation; this is true whether you have a free profile listing or if you ever opt to have any upgraded profile listing we may from time to time make available. Also-if and when end users vote their Givs for you, it is in the nature of advice or a recommendation to the Sponsoring Organization; the Sponsoring Organization is not obligated to honor any given recommendation. When money is donated into a DAF, the money becomes the property of the Sponsoring Organization unless and until any funds are paid to you from out of the DAF, at which time you will, of course, own the funds transferred to you.
4. What Does it Cost?
4.1 You will never pay a fee to receive a grant award out of the Donor Advised Fund. When Givs voted for you reach the minimum distribution amount, you will get that entire amount without deduction for any fees. Unless you choose an upgraded, for-pay profile listing (under a separate agreement or an amendment to this one), which we may from time to time offer, then in exchange for being a participating Cause listed in our library of Causes you will not pay us any fees for any reason.
4.2 It is the expectation (without us giving tax advice) that the donor of a Personal Donation and the donor of a Promoted Donation each gets a tax deduction for the entirety of the donation that they make, given the tax exempt status of the DAF's Sponsoring Organization.
5. What We Own and What You Own.
5.2 You have no ownership rights or interests of any kind to any licensed right or property, and you will not acquire any ownership in any such right or property because of this agreement, or from any conduct between you and us, or due to any other reason. However-between you and us, you will continue to own the NFP Licensee Content, and once allocated funds (if any) are paid to you by the Sponsoring Organization, you will, of course, own those funds.
5.4 We also have the right at any time to accept or reject any NFP Licensee Content for use in our Site if we determine for any reason it may be offensive, unlawful, inconsistent with our social-impact mission, or in conflict with any other agreement, or any other reason we feel is appropriate under the circumstances.
5.5 We may include your NFP Licensee Content in our Site or other platform on which our technology is available, and use NFP Licensee Content for marketing, promotions, advertising, shareholder and community relations and similar purposes-except, of course, that if you reasonably object that such a use would be offensive, unlawful, or inconsistent with your charitable purposes, we will stop doing so.
5.6 You will not do anything that is inconsistent with our ownership of any of our property except (and then only to the limited extent) as may be expressly permitted in this agreement, including (but not limited to) not modifying or reverse engineering our Site or any other intellectual property of ours-not creating derivative works based on our Site or any other intellectual property of ours, or based on any other content in our Site that is not yours-and not creating or building, investing in, acquiring, or otherwise becoming commercially involved with or obtaining an interest or using in a competitive product or service with similar functionality or which violates the unique prior art of our data processing and giving system. For the avoidance of doubt, if you use another service for fundraising purposes (e.g., Kickstarter, Indiegogo, BidPal, or other service that helps you raise funds) you will not be in violation of the preceding sentence unless you or they otherwise violate our rights or this agreement.
5.7 We have the right to change Sponsoring Organizations, use more than one of them, replace or modify the current process, continue or discontinue using PayPal or any other similar provider as the third-party processor by which end-user accounts are funded into the DAF, and otherwise modify collection, earmarking, disbursement and fees as we believe is necessary or helpful to our Site, the nonprofit community, our shareholders or our social-impact mission.
6. A Few Representations and Promises We Need from You.
6.1 You are (and during the License term you will be) a not-for-profit corporation with tax-exempt status under Section 501(c)(3) of the Internal Revenue Code. There is no proceeding or dispute that challenges your tax-exempt status or which if decided against you would negatively affect your tax-exempt status.
6.2 You are free and encouraged (but not required, so this really isn't a promise or representation from you) to promote our Site by means of special notices to your constituents, by social media publication, by emails with a click-through function taking the reader to an online location we provide you, and by placement on the homepage and/or any donation page of your website, making them as prominent as you think appropriate.
6.3 You have reviewed the Site on computer browsers and downloaded the applications that we currently make available to various mobile devices. By creating a cause profile you are representing to us that you have read all Documentation and that you agree and promise to comply with all Documentation provisions without condition or exception.
6.4 All of your NFP Licensee Content is and will be your sole and exclusive property, or you have (and will have) the consent to use any NFP Licensee Content which is not yours from its true owner. There is no active, pending or threatened dispute concerning any of your NFP Licensee Content, and there are no disputes which you or your affiliates are party to which if decided against you or them would negatively affect us or this agreement or any of your NFP Licensee Content. If any such dispute arises or is threatened (or even anticipated) you will immediately notify us in writing.
6.5 All NFP Licensee Content provided by you must be free of disabling devices, bugs, computer viruses or malware or anything else that can be disruptive or harmful to our Site or any other website or any software or firmware, any computer, mobile phone, tablet, or other device or technology of ours or of any Cause, Sponsoring Organization, PayPal or any other person involved with the use of our Site or the collection and transfer of funds or otherwise.
6.6 You will remain responsible for any taxes, tariffs, fees, or other assessments that may be charged against the transfer of value to you via our Site or otherwise under this agreement.
6.7 All needed approvals have been received for you to enter this document and give us all words, sounds, music, images, videos and other content which we may request or require for use in the Site, including (but not limited to) your name, logo, mission statement, and other content ("NFP Licensee Content"). Your entry into and performing under this agreement does not and will not violate or be in conflict with any other person's rights or any law or agreement which you are party to or which you or any of your affiliates or any NFP Licensee Content is bound by.
7. Some Stuff Our Lawyers Made Us Say (It's Pretty Reader-Friendly, Though).
7.1 Notices-If you or we need to contact each other regarding a legal matter, it must be in writing and sent, if to us, via our Contact Form on our website, and if to you, to the address used in connection with your registration with us. Thereafter, we may require that your contact also be submitted in writing and sent to another address we provide you by a nationally recognized overnight courier, which will be deemed to have been received when actually received as confirmed by that courier. For all other matters, we may communicate by email at the email addresses exchange between us.
7.2 Indemnification-We don't think you will do this, but we are told we have to include it-if you breach this agreement (including any Documentation) and as a result we incur costs, expenses, losses, damages, obligations or anything else adverse to us (including, although not limited, to attorney's fees we may have to incur) (collectively we'll call these "Losses"), then you shall indemnify, defend and hold harmless us and our affiliated entities and all our and their personnel-owners, officers, directors, managers, partners, joint venturers, personnel, fiduciaries, and other agents and representatives, and the successors and assigns of any of them. for any and all such Losses.
7.3 Equitable Remedies-Notwithstanding anything to the contrary herein, we shall be entitled to seek equitable relief in any federal or State court in the United States or elsewhere having subject matter jurisdiction without either having to post a bond or first submitting the matter to arbitration or mediation with respect to actual, alleged or threatened breaches by you of any provision herein relating to indemnification or ownership of our property, in which case, you (for yourself and your heirs, successors and assigns, and any of your other their affiliated individuals or entities) consent to the jurisdiction of such courts and agree that service of process or notice in any such action, suit or proceeding shall be effective if delivered in any manner not prohibited by law and hereby waive any claim or defense of inconvenient forum or any other defense to any such jurisdiction or venue. The rights set forth in this paragraph are in addition to any other right or remedy available to the party seeking equitable relief at law, in equity or otherwise.
Last updated as of: May 28, 2015