Terms & Conditions (For Nonprofits)
Nonprofit Organization Onboarding Terms
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?
1.1 We own and operate the website www.givkwik.com and certain mobile phone and tablet applications, related API, and other similar technology. From time to time we may come to own or operate other websites, applications or related technologies-collectively, in this Onboarding Agreement, we refer to all of those as our "Site." The Site in the form accessible to end users includes links or references to our Terms of Use, our Privacy Policy, user interface features, and other documentation ("Documentation").
1.2 The descriptions of our Site and Services in this Onboarding Agreement are qualified by the more detailed descriptions in the Documentation. In general, however, it helps to understand that the Site is an integral part of a larger system created by us that allows people to easily make tax-deductible Personal Donations of as little as five dollars into a single Donor Advised Fund ("DAF") and then later make recommendations to that fund's Sponsoring Organization on how to divide the donation up into many micro donations and distribute the same to one or more tax-exempt social or charitable Causes (such as you). The Sponsoring Organization that manages the DAF has tax-exempt status under Section 501(c)(3) of the Internal Revenue Code. The Site also allows larger Promoted Donations (e.g., those made by the corporate philanthropy efforts of businesses) to be made into the DAF, and then these Promoted Donations can be voted on by members of the public as to where or how that money should be distributed to one or more Causes (like you). There are many way to promote both types of donations and to use Social Media to leverage the power of "the Crowd" to raise change for good. This is described in more detail in our Terms of Use in the section entitled How it Works.
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.
3.1 In general, the current way payments are earmarked for nonprofit Causes by end users of the Site involves a 501(c)(3) tax-exempt organization (call the Sponsoring Organization) which operates and manages a Donor Advised Fund. The DAF is a special account maintained and operated under IRS rules by a Sponsoring Organization. In general, it works as described in this paragraph, but further important details are included in our Terms of Use. After an end-user registers with us and creates a user account and profile on our Site, she or he can make a Personal Donation into a Donor Advised Fund that is run by a tax-exempt Sponsoring Organization with which we are under contract as a technology and services vendor. The name of the DAF into which donations that are allocable using our Site is the "Givkwik Fund." Accounts can be funded with a prescribed minimum amount (currently $5.00 for Personal Donations). The funding transaction causes the funded amount to be transferred by means of a third-party payment processor (currently via PayPal) into a DAF-this is intended to be tax-deductible due to the Sponsoring Organization's tax-exempt status. Any receipts for these donations will be given by the Sponsoring Organization, not by us or you, in accordance with its policies. At that stage, all transferred amounts will be held in the Givkwik Fund, as a single account where all Personal Donations and Promoted Donations are combined.
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.
4.3 There are some fees, however, and this is how they work in general; our current standard fee policy is described in more detail in the Terms of Use on our Site under the section called "Fees." Among other things, that section explains that fees are charged by third-party payment processors (such as PayPal), and by the Sponsoring Organization for its asset and fund management services. We charge a licensing and technology services fee to the Sponsoring Organization which it pays from out of the DAF. But, again, you will never pay a fee to receive a grant from the Donor Advised Fund. Moreover, the total of all fees as currently assessed is approximately 11.5%, resulting in an effective fundraising-overhead efficiency of 88.5%.
5. What We Own and What You Own.
5.1 As between you and us, we are the sole and exclusive owner of the Site and all intellectual property and other rights and interests related thereto, including (but not limited to) all of the following: the Site and all related domain names-the "look and feel," design and content of the Site and the Site user interface-software and code of any kind-our business, data, information, and payment and processing systems and concepts-the name Givkwik and any similar iterations thereof-the phrases Givkwik Impulse Philanthropy and Impulse Philanthropy and any similar iterations thereof, and the phrase Democratizing Philanthropy and any similar iterations thereof used to define or refer to our Site or services or system or to any Site or services or system based on, competitive with or similar to ours-our logos, our product names and service names and slogans and all related words, names, symbols, devices, logos and similar iterations or variations thereof-all content on the Site-all other trademarks, service marks, trade names, trade dress, logos, any and all copyrights and other rights to words, sounds, images, designs, videos and other content used in connection with our Site-and/or other protected intellectual property used in connection with the Site and/or the Services-all so-called moral rights, goodwill, rights and proceeds, and any other kind of right or interest that is associated with or symbolized by or that flows from any of the others-and every other thing which under the Terms is or becomes our property, including but not limited to all Feedback (as defined in the Terms of Use).
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.
5.3 We will always have the right to update and upgrade, modify and revise, shut down for maintenance or terminate, and otherwise make decisions about our Site without having to first get consent from or give notice to any participating Cause-although we hope we will be able to notify everyone we can about any of these decisions when practical. This includes, but is not limited to, changes to the "look and feel," functionality, content, payment and Giv mechanics, fees and policies, and the terms of use, privacy policy and other Documentation. However-we do not have the right to modify any of your NFP Licensee Content unless you approve it, or unless doing so is contemplated in the Documentation, or unless doing so is reasonably necessary for our management of the Site.
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.
5.8 Without limiting anything, and notwithstanding anything, herein or elsewhere on our Site or in our Terms of Use, each NFP Licensee hereby grants Givkwik the right to sub-license its NFP Licensee Content as part of and included in our “Givkwik Content” (as “Givkwik Content” is defined in our API License Agreement) to third party API Licensees with whom with have granted an API License under our API License Agreement. We can also grant to those sub-licensees the right to sub-sublicense such NFP Licensee Content to the end users of their applications and services as provided in our API License Agreement. You can read our API License Agreement by clicking on the link on our Site that takes you to that agreement. Neither we nor our API Licensees nor any other person will be required to pay you any royalty or other fee or compensation for these sub-license or sub-sublicense rights. We can amend our API License Agreement any time and from time to time without notice to you and this Section 5.8 and other terms hereof shall continue to apply as though made anew at each such amendment.
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.
6.8 Each individual who causes this agreement to be made effective on behalf of the NFP Licensee represents that she or he is authorized to do so, binding the NFP Licensee to this agreement. You will keep yourself informed of the current versions of the Terms of Use on the Site and will comply with them, and with all other Documentation, as they may be modified from time to time.
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.
7.4 Miscellaneous-The agreement's section headings are for convenience of reference, not enforceable terms. If there is a conflict between this agreement and any Documentation, we will be the one to resolve it. Also, this agreement-contains the entire understanding concerning its subject matter, superseding all prior and simultaneous agreements and communications (express or implied) related to it (except for our Documentation); -may not be amended by you except in a writing signed by us, and no provision hereof shall be deemed waived by us unless we so agree and no waiver by us of one breach will be a waiver of any later breach; -may be amended by us as we shall determine to be in the best interest of the Site or as we may otherwise determine to be necessary, advisable, convenient or appropriate; -is only for the benefit of you and us and our successors and permitted assigns, and is not for the benefit of or enforceable by any other person; -may not be assigned by you without our written consent and shall be assigned by you by operation of law if we so agree; and-shall be governed by the laws of the state where we are then incorporated (currently, New York), without regard to its conflicts of law provisions. If any provision of this agreement is deemed unenforceable, that will not affect other provisions which will continue to be binding on you and us, unless we feel this would frustrate the purpose of the agreement. By accepting this agreement, you agree with us that no ambiguity is to be construed against us as author. You and we are responsible for our own lawyer's fees (if any) and expenses incurred in relation to entering this agreement and with the use of the Site and/or participation in any Services. We may rely on this agreement and continue listing you in the Site during the full License term. You agree to all provisions included in all Documentation (including but not limited to the arbitration provision, which also applies to this agreement), and that "you" as defined in the Terms of Use also includes you unless context requires otherwise; if there is any conflict between this Onboarding Agreement and any of the Documentation, or if here is any dispute over the application of the Documentation to you, we will be the sole arbiter of how to resolve that conflict or dispute.
Last updated: May 28, 2015