Welcome to the Givful Family! We are passionately connecting people who care to nonprofits & charitable organizations, and we are glad you are here. Please read through the following terms and let us know if you have any questions.
I. Some Useful Background
Introduction. Welcome to the Givful Nonprofit Portal (the "Nonprofit Portal" or the "Site"). The Site has been developed by
Givful ("Givful" or "we"), a limited liability company that licenses software for certain corporate giving applications respecting community
investment functionality (the "Givful Platform") to Participating Businesses. The Givful Platform enables Participating Businesses to
integrate giving and corporate matching programs into their existing online or transaction systems under their own brands and
thereby better engage employees and customers around giving back. At the same time the Givful Platform provides charities
with an automated, aggregated, highly efficient and cost-effective model to receive monthly distributions, access reporting,
share needs, provide updates to donors and other functionality to assist them with both strategic aspects and some of the
non-strategic but critical aspects of their operations.
In short, we’re trying to make the world a better place!
Definitions and FAQs. We are pleased that you (the "Eligible Charity" or "you")
the Site, please consult the Frequently Asked Questions (FAQs) section of the Nonprofit Portal or email
us directly with your questions at Support@givful.com. Any terms used as defined terms in these Terms
of Use and not defined in the text of any particular section, have the respective meanings ascribed in the
How It Works. One of the ways that Givful facilitates real-time tax receipting
and donation funds distribution is by engaging with certain registered charities (collectively, the "Foundations")
which are able to accept (through the Givful Platform) contributions from donors and apply them in furtherance of
the Foundations’ charitable purposes to organizations that are also registered charities ("Eligible Charities")
under the relevant tax and charitable organization laws and regulations (the "Tax Laws") whether as part of a
donor advised fund, community foundation or equivalent arrangement.
Using the Givful Platform, authorized users (i.e. customers or employees of Participating Businesses or
consumers at large) may make contributions of time, resources or money to Eligible Charities that meet the
acceptance criteria for any Giving Program. The database of Eligible Charities exposed to users in any
Giving Program and the content relating to it (the "Eligible Charity Database") may include all or any
subset of the entire universe of registered charities. The extent and manner of presentation of the
Eligible Charity Database available to users will be dependent upon the nature of the Giving Program chosen
by a Participating Business. Authorized users choose the Eligible Charities to which they wish to direct
their donations ("Donor Advice"). As a practical matter, the richer, more accurate, more graphic,
and more current the profile and content of an Eligible Charity within the Eligible Charity Database, the
greater the likelihood that a user may choose it.
Each Foundation will accept (through the Givful Platform) contributions from corporate and individual users
of the Givful Platform and any matching partners (collectively, "Donors"), briefly hold the contributed funds,
and generally distribute the funds monthly to Eligible Charities in accordance with the Donor Advice and the Tax Laws.
By utilizing the Nonprofit Portal or accepting the receipt of donation funds from Givful or donation
processing partner via the Givful Platform or utilizing any other of the Services, you agree to the Terms
Services, nor accept distributions from Givful or any of the donation processing partners via the Givful Platform.
- Participating Businesses have established Giving Programs to facilitate the donation of amounts that are provided, earned or acquired by Donors through participation in such programs to a list of charities within the Eligible Charity Database, including the tracking of volunteering and execution of Matching Programs. The general purpose of the Giving Programs is to facilitate the making of donations of time, talent, product or money by Donors and other users of the Givful Platform to Eligible Charities.
Your Charity Profile and Account Responsibilities
Services. It is your responsibility to maintain the confidentiality of your Charity Profile
login and passwords. You are responsible for all actions taken or not taken by all users of
your login and passwords.
- The Nonprofit Portal includes a profile containing various information relating to your
organization (the "Charity Profile") that can be created or updated by you and displayed via
the Givful Platform. Once ‘claimed’ or created, your Charity Profile will be viewable by the
employees and customers of Participating Businesses and other users of the Givful Platform.
The following rules govern your Charity Profile:
- You confirm that the Content of your Charity Profile ("Charity Profile Content") posted
by you and any other Content relating to you will not be reviewed by Givful and
does not necessarily reflect the views of Givful, any Foundation or any
- You agree that all Charity Profile Content will be accurate, complete and not misleading
and that you will keep it current.
- You agree that Givful may, but is not obligated to, remove any Charity Profile
Content, with or without prior notice to you, that it determines in its discretion is
untrue, inaccurate, incomplete, misleading, fraudulent, threatening, libelous,
defamatory, or otherwise inappropriate. Givful’s failure to modify or remove
any Charity Profile Content, however, is not a warranty, endorsement, representation,
or guarantee regarding such Charity Profile Content.
- You agree that the posting of Charity Profile Content is solely your responsibility. Neither
Givful nor any Foundation or Participating Business assumes responsibility for the
accuracy of any information, ideas or opinions posted by you or other users of the Givful
Platform and are not liable for any claims, damages or losses resulting from such information,
ideas or opinions.
- You authorize Givful to make any inquiries, at our discretion or pursuant to a random
audit, to validate your identity, authorization to represent your Eligible Charity, and any
Charity Profile Content. This may include asking you for further information, requiring you
to take steps to confirm the tax-exempt status of your Eligible Charity, ownership of your
email address or banking information, or verifying your personal connection to your Eligible
Charity through third party sources. You agree to cooperate with us in doing so.
In connection with your use of the Nonprofit Portal and the Services, you agree that you will:
- Comply in all material respects at all times with the Eligibility Requirements set
out in Section 3.1;
- Not facilitate any viruses, Trojan horses, worms or other computer programming
routines that may damage, detrimentally interfere with, surreptitiously intercept
or expropriate any system, data or Content;
- Not use any robot, spider, other automatic device, or manual process to monitor, scrape
or copy the Site or any related Content without our prior written permission; or
- Not take any action that in any way threatens or undermines the security, stability or
continuity of the Givful Platform.
Participation and Acceptance
- Eligibility for and participation in the Services are determined by, among other things, your
organization satisfying the following requirements on an ongoing basis (collectively, the
"Eligibility Requirements"): (i) being recognized as a registered tax-exempt public charity
with your local government or regulatory authority (the "Country Authority") and under
applicable Tax Laws; (ii) remaining in good standing with the Country Authority under the
Tax Laws and operating in compliance with all other applicable law; (iii) your Eligible Charity,
as well as any of its directors, officers, trustees, advisors or employees, not appearing on
any local or internationally recognized anti-terror, anti-money laundering, anti-bribery or
other ‘watch lists’ including, but not limited to, OFAC, EU Consolidated List, and OSFI
Consolidated List ("Watch Lists"); (iv) maintaining presence only in jurisdictions not
subject to international sanctions; and (v) being accurately described in and reflected
by your Charity Profile Content. Failure to meet any of the Eligibility Requirements on
an ongoing basis may result in withholding of distribution of Donation Funds or termination
of Services, which may include your organization being removed from the Nonprofit Portal and
the Eligible Charity Database or particular Giving Programs immediately and without notice.
- You acknowledge your right to participate in Givful’s Platform. Depending on state and
local laws and regulations, some charity’s may be required to register to solicit funds for
charitable purposes. If you are required to renew your application to solicit funds for
charitable purposes, you must submit a copy of your approval letter or document stating
your application was approved to Givful each term your application is renewed. In
order to remain in effect and eligible to receive funds, Givful must have a copy on
Receipt of Donation Funds and Other Gifts
- You agree that any and all gifts received by you using the Givful Platform will be used
in accordance with your stated policies and, where applicable, for authorized activities
described in your Charity Profile. You agree and undertake in particular (i) that any and
all gifts received by you from a Foundation will be applied only for purposes which are both
charitable under the applicable law of the jurisdiction of that Foundation and within the
stated purposes of that Foundation and (ii) to comply fully with any request from the
Foundation or Givful in connection with the application of any such gift (such requests
may include audits and investigations of your Charity or recipients of funds whether random or
at our discretion), and (iii) to return to that Foundation any gift which is not so applied.
- Many Tax Laws prohibit charities from promising or providing goods and services (e.g., tickets
to events or raffles) in exchange for making a donation to a donor advised fund or similar
arrangement. Accordingly, the Givful Platform may only accept pure contributions and
not part gift and part sale transactions.
- Upon written notice from Givful, you agree to return the full amount of any Donation
Funds sent to you (including any Management Fees and Merchant Fees that may have been paid on
your behalf) to Givful or the relevant Foundation where the transaction(s) giving rise
to such Donation Funds is reasonably determined by Givful to require reversal, whether
because of credit card or other repudiation, fraud or other error.
Payment of Donation Funds and Applicable Fees
- Gifts made by Donors via the Givful Platform will be received by Make My Donation,
a 501c3 organization, as agent to be transferred to a Foundation, and thereafter will normally
be a tax-receiptable donation made by the Donor to the relevant Foundation. Where applicable,
the tax receipt will be issued to the Donor via the Givful Platform. All such donations
will be subject to a "donor advised fund arrangement" (or equivalent) in the Donor’s favor, and
will invite a management fee payable to the relevant Foundation (currently typically stated as
up to 5% of all such amounts but as may be amended from time to time by Givful), which is
deducted from amounts disbursed by the Foundation to the Eligible Charity in accordance with the
Donor Advice (the "Management Fee"). In the event the Donor’s gift is made by credit or other
payment card using the merchant account (or equivalent) facilities made available via the
Givful Platform, the merchant account charges ("Merchant Fees") are not included in the
Management Fee. For greater certainty, in accordance with the legal requirements for a donor
advised fund arrangement, all Donor Advice is subject to the acceptance of such advice by the
Foundation in its discretion. Amounts held by or on behalf of the Foundation (other than
Management Fees) are under the relevant Foundation’s exclusive legal control, and may be used
only for charitable purposes and not for any impermissible private benefit.
- The respective Foundations will make a monthly transfer of the Donation Funds (less applicable
Management Fees) to the respective Eligible Charities, either by electronic means or manual
check, provided that: (i) Donor Advice has been provided with respect to any such Donation
Funds; (ii) the Eligibility Requirements respecting the advised Eligible Charity under
Section 3.1 above have been met at the time of disbursement; (iii) the Donor Advice has
not been rejected by the relevant Foundation in its discretion; and (iv) all amounts owing
by Participating Businesses, Merchant Account providers or other Donors in respect of Donation
Funds have been transferred to the applicable Foundations. Givful will make reasonable
commercial efforts to ensure that such monthly distributions are made on the 21st day following
the month in which all such requirements are satisfied and such transactions are processed.
- The purpose of the monthly update is for the Eligible Charities to provide
feedback to how Funds were used and to provide updates to your charity directly to the Donors
that have supported your organization. To assist with this effort, Givful provides a
Concierge Marketing Service that is included in our service. There is no additional cost for
this service and is provided as part of the Management Fee. As an administrative convenience,
the Concierge Marketing Service includes campaign creation from the content you submit to
Givful. The content submitted can be in the form of text, photos or videos. Givful
will distribute the monthly update to the Donors that made a donation to your charity
during the same month the update was submitted. To qualify for the discounted Management Fee,
the monthly update must be submitted to Givful by the 15th of the month by 12:00pm
midnight. Any update submitted to Givful afterwards the deadline does not qualify
for the discounted Management Fee. The discounted or reduced Management Fee will be applied
to the donations processed the following month.
Tax and Tax Receipts
- Donation Funds received by a Foundation for charitable purposes will normally represent a
tax-receiptable donation by the relevant Donor as a donor advised contribution. In such cases
the Givful Platform (but subject to the Tax Laws) will enable generation of a tax receipt
to or at the request of the eligible Donor via a URL (PDF), by email (PDF attachment) or via
the user interface of the Givful Platform. The respective Foundations shall determine
and advise Givful as to issuance of appropriate tax receipts.
- You are solely responsible for determining the tax treatment of any Donation Funds that are
distributed to you via the Givful Platform.
- The Foundations make every reasonable effort to honor the Donor Advice and are authorized to do
so for those Eligible Charities included in the Eligible Charity Database, subject to the Tax
Laws and eligibility requirements provided in the applicable Giving Program. However, to
comply with Tax Laws and Country Authority regulations, each Foundation must retain the
exclusive authority, discretion, and legal control over all Donation Funds. In the event
that the Donor Advice does not satisfy the Foundation’s criteria or is otherwise
inapplicable (such as, if the Eligible Charity no longer satisfied Eligibility
Requirements at the time of disbursement or if the Foundation chose not to follow
the Donor Advice), the relevant Foundation may select an alternate Eligible Charity
to receive the Donation Funds.
- For specific Giving Programs or in certain specified countries where a Foundation is not in
place, Givful may deal directly with other local public charities. In those exceptional
cases, the Giving Program rules or Givful will indicate if contributions will be
receipted directly by the local charity, instead of by a Foundation
Content, Conduct and Intellectual Property
- The Intellectual Property Rights in the Givful Platform and all Content that appears on
the Nonprofit Portal and Givful Platform, or that is otherwise created or used by
Givful or a Foundation in conjunction with the Services (other than Charity Profile
Content defined in Section 7.2 below) (collectively, "Givful Content") are owned by
Givful or its licensors and should be considered Confidential Information for the
limiting any other restrictions, you agree not to use, share, copy, alter, disclose, scrape,
frame, distribute, publish, sell, prepare derivative works based on, or commercially exploit
the Services or any Givful Content, without express written permission
- In connection with your Charity Profile, the Nonprofit Portal allows you to upload, post, or
share Charity Profile Content, including programs, projects, volunteer opportunities and the
like. You hereby grant a limited, non-exclusive, world-wide, royalty-free license to Givful
to display the Charity Profile Content for the exclusive purpose of exposing your Charity
Profile Content to Participating Businesses, Foundations and Donors on the Givful
Platform. You further hereby grant to Givful the limited, non-exclusive, world-wide,
royalty-free license to use and to sublicense to the Foundations, Participating Businesses
and Donors the Charity Profile Content for the limited purpose of highlighting your Eligible
Charity on applications using the Givful Platform and to assist with search in connection
with Giving Programs. The foregoing licenses do not provide Givful, any Foundation or any
Participating Business or Donor any rights to sell or license any Charity Profile Content to any
other third parties or use the Charity Profile Content for public advertising and promotion of
Givful or any of its licensees.
- Givful acknowledges your ownership of the Charity Profile Content, and confirms that all
use of the Intellectual Property Rights therein by Givful or any permitted sub-licensees
shall inure to your benefit.
- The use by Givful of the Charity Profile Content may include the display of such content
to Giving Programs or third-party websites, applications or services that utilize the Givful
Platform. This exposure to Participating Businesses, Giving Programs and Donors does not mean
that we review, monitor or endorse the activities of these parties, nor their sites or services.
We do not monitor or accept any responsibility for such Giving Programs, their use of the Givful
Platform or the interactions you may have with Donors derived from them. Any direct dealings
that you have with Donors, the Foundations or with Participating Businesses outside of your
interactions with Givful are between you and such parties, for which you assume full
responsibility and you acknowledge that we are not liable for any loss or claim
in respect thereof.
Acknowledgements, Representations and Warranties
- You represent and warrant to Givful, the Foundations and the Participating Businesses
its terms against the Eligible Charity, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar
laws affecting the enforcement of creditors’ rights generally and by general principles of
equity relating to enforceability.
- You acknowledge and agree that: (i) Givful is acting as a licensor and application
service provider to the Foundations and the Participating Businesses for the administration
of Giving Programs, and is not providing any software, fundraising or other services to you;
(ii) neither Givful, the Foundations nor any Participating Business has any obligation
or responsibility to you to review or approve your Charity Profile or any of your Charity
Profile Content; (iii) in connection with the provision of search results relating to the
Eligible Charity Database, Givful may present qualitative or other information from
public and private sources which it believes to be reliable to assist Donors and Participating
Businesses in their use of the Givful Platform and choice of Eligible Charity, and
Givful shall have no responsibility to you for the monitoring or accuracy of such
information or its consistency with your Charity Profile Content; and (iv) in no event will
Givful or any Foundation or Participating Business or their respective employees,
directors, licensees, contractors or suppliers be liable for any unauthorized access to,
or alteration, theft or destruction of any Charity Profile Content, howsoever caused.
- Without limiting the foregoing, you represent and warrant to Givful that: (i) the
Charity Profile Content will not infringe, or constitute the misappropriation of, any
Intellectual Property Right of any third party, and you hold all necessary rights, licenses
and other consents to permit the use of the Charity Profile Content as contemplated in the
slanderous, libelous, or obscene, portray any person in a false light, or constitute an
invasion of any right to privacy or an infringement of any right to publicity, or otherwise
violate any rights of any third party; and (iii) the use of the Charity Profile Content in
accordance with this Agreement will not expose Givful or any Foundation or Participating
Business or their respective employees, directors, licensees, contractors or suppliers to
criminal, regulatory or civil liability or sanction of any kind.
Confidentiality, Privacy and Ownership
- Except to the extent disclosure and use may be specifically permitted elsewhere in this Agreement,
all Confidential Information provided or disclosed by one party (the "Disclosing Party") to any
other party (the "Receiving Party") shall be considered confidential and proprietary information
as of the date of such disclosure, and shall not be disclosed by the Receiving Party to any
person or entity except as expressly provided in this Article 9. The Receiving Party will not
release, disclose, use, make available or copy any such Confidential Information without the
prior written consent of the Disclosing Party except as necessary to carry out its obligations
under this Agreement. The Receiving Party may disclose the Disclosing Party's Confidential
Information to its employees, agents or subcontractors on a need-to-know basis only and to
that party's legal advisor, accountants or other advisors as reasonably necessary. The Receiving
Party will take reasonable precautions to protect the confidentiality of such Confidential
Information, at least as stringent as the precautions it takes to protect its own
- The obligations with respect to Confidential Information shall not apply to information that:
(i) the Receiving Party already knows at the time it is disclosed by the Disclosing Party,
unless such information was subject to a confidentiality restriction at the time it was
originally disclosed; (ii) is or becomes publicly known without breach of this Agreement;
(iii) the Receiving Party received such Confidential Information from a third party authorized
to disclose it without restriction; (iv) or that it develops independently without reference to
the Confidential Information. If and to the extent the Receiving Party is required by applicable
law or valid court or governmental agency order to disclose the Disclosing Party’s Confidential
Information, it may do so, but only after giving the Disclosing Party advance written notice,
so as to allow the Disclosing Party to seek a protective order and the Receiving Party shall
fully cooperate, at the reasonable cost of the Disclosing Party, with the Disclosing Party in
respect of any legal action that the Disclosing Party may take to limit or
prevent such disclosure.
- Each party acknowledges and agrees that title to and ownership of the Confidential Information
shall remain with the Disclosing Party, and that any Confidential Information disclosed under
this Agreement is confidential and proprietary and constitutes valuable trade secret information
of the Disclosing Party. All Confidential Information, including Personal Information, will be
dealt with by each party in accordance with Applicable Privacy Laws.
- Notwithstanding the foregoing, the information provided by you in your Charity Profile at or
in connection with the Nonprofit Portal, as well as information about the donations you receive
through the Givful Platform, is required to manage your utilization of the Nonprofit
Portal, the Givful Platform, and your participation in Giving Programs. You therefore
consent to and authorize each of Givful and the Foundations, and their respective
subsidiaries, affiliates and any other third parties to whom any of the foregoing contract
in order to manage Giving Programs, the Givful Platform and carry out the terms of
this Agreement, to share such information about you, including that information supplied in
your Causes Profile and Certification Declaration or otherwise provided by you on the Site.
- If you are an authorized user of your Charity Profile, Donor information may be shared with
you via a report accessible on the Site. This reporting functionality may include information
respecting Participating Businesses ("Corporate Donor Information") and individuals ("Personal
Donor Information") that contributed to the Donation Funds distributed to you via the Givful
Platform. You agree that all Corporate Donor Information and Personal Donor Information
(collectively, "Donor Information") constitutes "Confidential Information" within the provisions
of this Article 9. For greater certainty, you will not without the prior written consent of the
relevant Participating Business, as the case may be: (i) identify any Participating
Business as a contributor to you or your programs; (ii) represent that you are approved or
otherwise endorsed by any Participating Business or Givful; (iii) reference any Participating
Business in your marketing, promotional or other
communications of any kind; or (iv) otherwise use Corporate Donor Information or the name, logo
or any Intellectual Property of any Participating Business or Givful to solicit
donations, support, clientele, volunteers or other resources.
Limitation of Liability
- Givful reserves the right to change, modify, suspend or discontinue any or all aspects
of the Givful Platform, the Site or any Services at any time without notice to you.
Givful makes no representation or warranty, express or implied, as to the accuracy,
quality or other attributes of the Givful Content, the Site, the Foundations or the
Givful Platform or results obtained from using them or the legitimacy and legality
of any Eligible Charity listed therein or any fitness for a particular purpose. You acknowledge
that the Eligible Charity Database is based upon a listing provided and updated by the relevant
Country Authority, as enhanced by content provided by Eligible Causes and therefore is not
subject to control by Givful. Further, you acknowledge that the provision of funds to
you or the issuance of a tax receipt or other advice through the Givful Platform or by
a Foundation does not represent confirmation, assurance or opinion that the transaction giving
rise to such distribution or receipt represents a valid tax credit, deduction, or charitable
transaction respecting your Eligible Charity, a Foundation, a Donor or any Participating
Business, and all such parties must rely on their own tax, legal and accounting advice
respecting all such matters.
- The site, the Givful platform (including without limitation and the Givful
Content), the SERVICES, and any and all other deliverables relating thereto Are Provided
"As Is," Without Any Warranty Of Any Kind, Whether Express, Implied, Statutory, Or Otherwise,
And neither Givful, any foundation, nor any Participating business Makes, And EACH OF
THEM HEREBY Expressly Disclaims, Any And All Express And Implied Warranties Of Any Kind Or
Nature, Including Without Limitation Any Implied Warranties Of MERCHANTABILITY, Fitness For
A Particular Purpose, Non-Infringement, And Any Implied Warranties Arising From Course Of
Dealing Or Course Of Performance.
- You acknowledge that the nature of the Givful Platform and any Services do not enable
Givful, the Foundation or any Participating Business to determine in advance the
likelihood of the success of such Services, the Givful Platform or any Giving Program
executed in connection with any Participating Business. In no event shall Givful or any
Foundation or any Participating Business (nor their respective directors, officers, employees,
agents or licensors) be responsible to you for the use or misuse of the Site or the Givful
Platform or the failure by Givful or any Foundation to provide any Services in a
timely manner or at all.
- NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT OR THE SITE OR IN ANY OTHER AGREEMENT,
EXISTING OR FUTURE, BETWEEN YOU AND Givful, IN NO EVENT SHALL GIVFUL, ITS
AFFILIATES, ANY PARTICIPATING BUSINESS, ANY FOUNDATION, OR ANY DONOR OR THEIR RESPECTIVE
EMPLOYEES, DIRECTORS, LICENSEES, CONTRACTORS OR SUPPLIERS, BE LIABLE TO YOU FOR ANY OF THE
FOLLOWING CATEGORIES OF DAMAGES, COSTS, LOSSES OR EXPENSES AND YOU RELEASE AND INDEMNIFY THE
FOREGOING PARTIES FROM ANY LIABILITY THEREFORE: (A) LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF
GOODWILL, LOSS OF OPPORTUNITY (IN ALL CASES, WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL); (B)
INDIRECT OR CONSEQUENTIAL DAMAGES, COSTS, LOSSES OR EXPENSES OF ANY NATURE , OR (C) ANY TAX,
INTEREST, FINES, DAMAGES, PENALTIES OR OTHER LEVIES IMPOSED BY ANY TAXING, GOVERNMENTAL OR
OTHER REGULATORY AUTHORITY.
- Any claim, dispute or controversy (whether in contract or tort, pursuant to any statute or
regulation, or otherwise and whether pre-existing, present or future) arising out of or relating
to: (i) this Agreement; (ii) the Givful Platform, the Site or the Services; (iii) oral
or written statements, advertisements or promotions relating to this Agreement or the Givful
Platform or the Site or any Giving Program; or (iv) the relationships that result from
this Agreement (including relationships with third parties) (collectively, a "Claim"), will
be referred to and determined by a sole independent arbitrator for final determination (to
the exclusion of the courts) selected by Givful. Any decision of Givful to
terminate the listing of an Eligible Charity on the Givful Platform or to cease
providing services to any Eligible Charity is in the sole discretion of Givful
and is not subject to arbitration.
- You agree to waive any right you may have to commence or participate in any class action
against Givful, the Foundation, or any Participating Business or any Donor related to
any Claim and, where applicable, you also agree to opt out of any class proceedings against
Givful, or the Foundation, or a Participating Business or a Donor. If you have a Claim,
you must give written notice to arbitrate to Givful at the address on the Site. If
Givful or a Foundation has a Claim, it will give you notice to arbitrate at the address
provided in your Charity Profile or the address provided by your Country Authority. Arbitration
of Claims will be conducted in Nashville, TN, USA., The arbitration shall be governed and the
arbitrator shall be appointed in accordance with the rules of the International
Chamber of Commerce.
Miscellaneous Legal Provisions
- This Agreement and its benefits are offered at the sole discretion of Givful. We reserve
continued use of the Site or acceptance of Donation Funds following any changes to these Terms
of Use is your agreement to the changes and you are bound by the then-current version of this
Agreement. If any changes are unacceptable to you, you must cease use of the Site and return
any Donation Funds sent to you.
at all times. You may terminate this Agreement as it relates to you at any time by deleting
your Charity Profile or by emailing firstname.lastname@example.org or your inclusion as an Eligible
Charity may be terminated by Givful at any time and for any reason. Upon termination or
expiration of this Agreement, your obligations and our proprietary rights, disclaimer of
warranties, limitations of liability and miscellaneous provisions survive, but your right
to use the Site immediately ceases.
- No delay or omission by Givful in exercising any right or remedy contained in this Agreement will operate as a waiver of any of such rights and remedies nor shall it be interpreted as such. Givful may, in its sole discretion, deviate from the strict observance, performance, or compliance by the Eligible Charity of any terms and conditions of this Agreement. Such deviations will not alter, affect or prejudice any of Givful’s other rights or remedies and will only be effective in the specific instance and for the specific purpose for which it was given and will be deemed not to be waiver of any other of Givful’s rights or remedies as a result of any other breach of this Agreement.
- This Agreement shall be governed by the laws applicable in the State of Tennessee without regard to its conflict of laws provisions. You hereby irrevocably attorn to the exclusive jurisdiction of the courts of such jurisdiction respecting the subject matter of this Agreement. Any interpretation, question or dispute regarding this Agreement will be resolved at the sole discretion of Givful, as the case may be. The products and services described in this Agreement are only offered in jurisdictions where they may be legally offered. If any provision of this Agreement is invalid or unenforceable, the invalidity or unenforceability of such provision will not affect the validity or enforceability of the remaining provisions of this Agreement.
- This Agreement and the documents and agreements incorporated by reference herein constitute the entire agreement regarding your utilization of the Nonprofit Portal or any other component of the Givful Platform. Nothing contained in this Agreement will be deemed or construed by the parties or any third party to create the relationship of partnership or joint venture between or among the parties, it being understood that the parties will at all times remain independent parties for contracting any Services.
- The parties will co-operate with and assist each other and take such action as may be reasonably necessary to implement and carry into effect this Agreement to its full extent
- Givful may provide you with notices regarding the Services, the Site, the Givful Platform or these Terms by regular mail, email, or postings to the Site, based on information contained in your Charity Profile.
- Givful may assign any or all of its rights or obligations under this Agreement to another party without notice or consent for any reason.
III. Glossary of Terms
therein, the following terms will have the following meanings:
"Applicable Privacy Laws" means any and all applicable laws and policies
relating to privacy and the collection, use and disclosure of Personal Information in all applicable
jurisdictions. For greater certainty, Applicable Privacy Laws may mean something different to each of the
parties hereto, as each party may be subject to different jurisdictional legal requirements in relation to
"Confidential Information" means, with respect to any party, means all
information related to any aspect of such party that is either non-public, confidential, secret or
proprietary material or information of such party, whether in verbal, graphic, electronic, written or
other form, and which is disclosed to or obtained by the other party in connection with this Agreement.
"Content" means text, images, logos, listings, slides, graphics, drawings,
artwork, audio, video, or information contained in any database, template, message, audio, or any other
form of audio or visual effect in any media now or hereinafter developed.
"Country Authority" means the revenue agency or other regulatory agency that
governs the creation, operation and regulation of charitable or not-for-profit organizations in your
specified country and jurisdiction.
Donation Funds refer to funds or other resources that are distributed to Eligible Charities in accordance
with Donor Advice by a Foundation or Givful on behalf of a Foundation.
"Donor" and "Donor Advice" have the respective
"Eligible Charity" and "Eligible Charity Database"
"Givful Content" means any and all written, electronic, or other
tangible or intangible materials, items and Content provided by Givful, whether on its own behalf
or on behalf of a Foundation, Participating Business or Donor, which may be created and provided by or
accessible through the Givful Platform, and includes without limitation, the Eligible Charity
"Givful Platform" means any proprietary software product, hosted ASP
service, application programming interface or other service provided by Givful for the benefit and
use by Participating Businesses and Foundations, including without limitation, the Givful Content.
"Foundation" means, as applicable, one of the registered charities listed on
the Nonprofit Portal that have agreed with Givful to provide donor advised fund or community fund
administration services in their corresponding specified country, and which will utilize the Givful
Platform to regrant or distribute Donation Funds to Eligible Charities.
"Giving Program" means any program established by Givful or a
Participating Business to facilitate the donation of time, money, talent or other resources to Eligible
Charities via the Givful Platform, and includes without limitation, volunteering and Matching
"Intellectual Property Rights" means, collectively, patents, trade secrets,
copyrights, trademarks, moral rights, databases, inventions, or improvements in any of the foregoing,
and all other intellectual property rights and proprietary rights, whether arising under the laws of
United States or any other state, country or jurisdiction, including all rights or causes of action for
infringement or misappropriation of any of the foregoing, in each case now existing or hereafter developed
during the term of this Agreement. For greater certainly, Intellectual Property Rights shall include trade-
marks, trade names, domain names, web-links, brands, business names, designs, graphics, logos and other
commercial symbols and indicia of origin, together with any associated goodwill.
"Matching Program" means a Giving Program whereby a Participating Business,
or other participant in the Givful Platform allocates or "matches" Donation Funds allocated to
Eligible Charities within the Givful Platform based on Donor Advice provided by users, on terms,
in amounts and on such other conditions as may be established for such Giving Program.
"Participating Business" means a corporation or other entity that utilizes
the Givful Platform in accordance with a license or master services agreement entered into with
"Personal Information" means information about an identifiable
individual (e.g., name and address) as more particularly described in the Applicable Privacy Laws.