Terms of Service – Givinga Foundation

Welcome to the Givinga Foundation Charity Portal.

The Givinga Foundation Charity Portal has been developed by Givinga, Inc. ("Givinga Foundation”, or sometimes referred to as “our” or “us”). Founded on the idea that everyone deserves an equal opportunity to make a meaningful impact, the Givinga Foundation is a 501(c)(3) public charity (EIN 47-4172718) and sponsoring organization dedicated to removing the traditional financial barriers to charitable giving. By reimagining Donor Advised Funds and working with technology partner Givinga, Inc. to offer access to charitable giving experiences, the Givinga Foundation gives brands the opportunity to find new and innovative ways to maximize their community’s impact and better support charities.

A couple of things to note:

Givinga Foundation facilitates real-time tax receipting and donation funds distribution by engaging with certain registered charities in various countries (collectively, the “Foundations”) which are able to accept (through the Givinga Foundation Platform) contributions from Donors and distribute them to Eligible Charities in furtherance of the Foundations’ charitable purposes via a donor advised fund, community foundation or equivalent arrangement.

Finally, since a key element of Givinga Foundation’s social mission is to bring aggregation, automation and cost efficiencies to the processing and distribution of donations, our strong preference is to transfer funds electronically by EFT/ACH. As you may know, the problem of uncashed, misdirected and stale-dated checks to charities is a huge one - particularly in North America – not to mention the manual processing involved. To avoid this and help ensure timely and accurate payments on a monthly basis, you will be encouraged to provide us with the requisite information for us to enable electronic payment of donations to you.

By utilizing the Givinga Foundation Charity Portal by accepting the receipt of donation funds from a Foundation or otherwise participating in a Giving Program (the “Services”), you agree to these terms of use (as amended from time to time, the “Terms of Use” or this “Agreement”). If you do not agree with the Terms of Use, you cannot utilize the Givinga Foundation Charity Portal or Services, nor be eligible to accept distributions from the Foundations via the Givinga Platform.

I. Terms of Use

Overview
1. 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 causes within the Eligible Cause Database, including the tracking of volunteer hours and the execution of Matching or Grant Programs. The general purpose of the Giving Programs is to facilitate the making of donations of time, talent, money or other resources by Donors and other users of the Givinga Foundation Platform to Eligible Charities.
2. These Terms of Use set out the terms and conditions applicable to Eligible Charities using the Givinga Foundation Charity Portal, the Givinga Foundation Platform and all Giving Programs which utilize its functionality and supersede all previously published terms or agreements with Givinga Foundation relating to Eligible Charities. These Terms of Use are separate and distinct from all agreements entered into between Givinga Foundation or a Participating Business and any Eligible Cause relating to specific Giving Programs or the acceptance of gifts through the Givinga Foundation Platform. The Terms of Use may be amended at any time by Givinga Foundation posting the amended version to the Givinga Foundation Charity Portal, with effect as of the date and time of posting.
3. Givinga Foundation will endeavor to provide the Services in a timely and professional manner, but will not be legally responsible or liable to you for any failure to do so. Further, Givinga Foundation reserves the right to change, modify or discontinue any or all of the Services and to suspend the Services for maintenance and testing purposes at any time and from time to time, with or without notice.
Your Charity Profile and Account Responsibilities
1. If you agree to the Terms of Use, you may use the Givinga Foundation Charity Portal and have access to the Services. It is your responsibility to maintain the confidentiality and currency 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.
2. The Givinga Foundation Charity 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 Givinga Foundation Platform. Once ‘claimed’ or created, your Charity Profile will be viewable by the employees and customers of Participating Businesses and other users of the Givinga Foundation Platform. The following rules govern your Charity Profile:
  1. You understand that the Content of your Charity Profile posted by you (“Charity Profile Content") and any other Content relating to you will not be reviewed by Givinga Foundation and does not necessarily reflect the views of Givinga Foundation, any Foundation or any Participating Business.
  2. You agree that all Charity Profile Content and account information will be accurate, complete and not misleading and that you will keep it current.
  3. You agree that Givinga Foundation 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. Givinga Foundation’s failure to modify or remove any Charity Profile Content, however, is not a warranty, endorsement, representation, or guarantee regarding such Charity Profile Content.
  4. You agree that the posting of Charity Profile Content is solely your responsibility. Neither Givinga Foundation 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 Givinga Foundation Platform and are not liable for any claims, damages or losses resulting from such information, ideas or opinions.
3. The Givinga Foundation Platform was designed to enable the Foundations to make distributions of Donation Funds to Eligible Charities by monthly electronic deposit via EFT/ACH. In order to do this, you will be encouraged to provide the banking information in the Funds Transfer Document for your Eligible Cause. The information contained in the Funds Transfer Document will be considered Confidential Information and will not be used by Givinga Foundation except to the extent necessary to process Donation Funds in accordance with this Agreement. The only action enabled by virtue of your provision of banking information will be the deposit of funds to the account provided. You promise that the banking information provided to Givinga Foundation for your organization is true, accurate, complete and in no way misleading or fraudulent. If Givinga Foundation suspects or learns that the banking information provided to Givinga Foundation for your organization is incorrect, inaccurate, incomplete, misleading or fraudulent, Givinga Foundation may exercise any and all remedies available to it under these Terms of Use or at law, which may include filing a criminal complaint with the relevant authorities.
4. You authorize Givinga Foundation to make any inquiries, at our discretion or pursuant to a random audit from a Participating Business or regulatory body, to validate your identity or compliance with the Eligibility Requirements in Section 3.1, authorization to represent your Eligible Cause, 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 Cause, ownership of your email address or banking information, the veracity of the statements made in your self-certification form or Funds Transfer Document, or verifying your personal connection to your Eligible Cause through third party sources. You agree to cooperate with us in doing so.
5. In connection with your use of the Givinga Foundation Charity Portal and the Services, you agree that you will:
  1. Comply in all material respects at all times with the Eligibility Requirements set out in Section 3.1 and all applicable law;
  2. Perform all your obligations under these Terms of Use in good faith;
  3. 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;
  4. Not use any robot, spider, other automatic device, or manual process to monitor, scrape or copy the Givinga Foundation Charity Portal or any related Content without our prior written permission; or
  5. Not take any action that in any way threatens or undermines the security, stability or continuity of the Givinga Foundation Platform.
Participation and Acceptance
1. Eligibility for and participation in the Givinga Foundation Charity Portal and 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 and charity laws (“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 Cause, 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) your Eligible Cause, as well as any of its directors, officers, trustees, advisors or employees have not engaged or are not engaging in any conduct that violates any laws relating to anti-terror, anti-money laundering, anti-bribery, or any other financial crime; (v) your Eligible Cause, as well as any of its directors, officers, trustees or employees and authorized agents, not publishing content on behalf of your Eligible Cause that condones violence, incites hatred or promotes discrimination against a group of people that have received protection under applicable anti-discrimination laws (vi) maintaining presence only in jurisdictions not subject to international sanctions, (vii) if applicable, complying with any declarations submitted by you respecting the provisions of the self-certification form; and (viii) being accurately described in and reflected by your Charity Profile Content. Failure to meet any of the Eligibility Requirements may result in, among other things, withholding of distribution of Donation Funds or termination of Services, which may include your organization being removed from the Givinga Foundation Charity Portal and the Eligible Cause Database or particular Giving Programs immediately and without notice In the case that you have received Donations Funds when you do not meet the Eligibility Requirements, you agree to return such funds to the Foundation within ten (10) days of a written request to do so.
2. Giving Programs may include campaigns or programs where a Participating Business allows a Donor to publicly support an Eligible Cause (for example, where a Participating Business advertises to the public that a portion of the proceeds generated from the sale or use of a given product or service will be donated to an Eligible Cause selected by a Donor). If there are statutory requirements applicable to such campaigns or programs, Givinga Foundation will endeavor to meet those requirements on your behalf. To this end, Givinga Foundation or the relevant Foundation may enter into statutorily required contracts or file required documents on your behalf to protect your rights and ensure compliance under applicable laws. If you do not wish to participate in such a campaign or program, please e-mail support@givingafoundation.org to opt out.
Receipt of Donation Funds and Other Gifts
1. You agree that any and all gifts received by you via the Givinga Foundation Platform will be used in accordance with your stated policies and, where applicable, for authorized activities described in your Charity Profile. If you create a project or volunteering opportunity or grant application as part of your Charity Profile Content, you agree that any gifts of time or money that are allocated by Donors to such project or volunteering opportunity will only be used for such purposes. If this will not be the case, you will contact Givinga Foundation immediately, and if requested, you agree to return any Donation Funds that were allocated for such purposes. 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 Givinga Foundation in connection with the application of any such gift (such requests may include audits and investigations of your Eligible Cause or recipients of funds whether random or at our discretion), and (iii) to return to that Foundation any gift which is not so applied.
2. Many Tax Laws prohibit causes 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, you agree not to provide more than an incidental benefit or any other impermissible benefit as set out under applicable law to a Donor in exchange for Donation Funds when received via the Givinga Foundation Platform.
3. Some programs included in the Givinga Foundation Platform provide an opportunity for Donors to indicate preferences for specific use of the Donation Funds (the “Donor Comments”). The Donor Comments are then made available to you through the Givinga Foundation Charity Portal. Although these Donor Comments do not create binding obligations upon Givinga Foundation or any Foundation, you agree to use your reasonable best efforts to follow the preferences expressed in Donor Comments, unless the Donor Comments are contrary to applicable law (including situations where Donor Comments imply that the Donor is seeking an improper personal benefit). Notwithstanding the foregoing, on occasion you may receive binding instructions from a Participating Business, in connection with a grant, as to how such grant Donation Funds are to be applied. In this circumstance, you are required to follow such binding instructions or, if that is not possible, you agree to return such grant Donation Funds to the Foundation.
4. Upon written notice from Givinga Foundation, you agree to return the full amount of any Donation Funds sent to you to Givinga Foundation or the relevant Foundation where the transaction(s) giving rise to such Donation Funds are reasonably determined by Givinga Foundation to require reversal, whether because of credit card or other repudiation, fraud or other error.
Payment of Donation Funds and Applicable Fees
1. Gifts made by Donors via the Givinga Foundation Platform will be received by 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 Givinga Foundation Platform (and, for clarity, will be issued for the full amount that is donated by the Donor before any of the fees described in these Terms of Use are applied). All such donations will be subject to a “donor advised fund arrangement” (or equivalent) in the Donor’s favor, and will (unless paid for by a Participating Business or Donor) invite a service fee payable by you to Givinga Foundation disbursed to you, which may be amended from time to time, which is offset against the amounts disbursed by the Foundation to the Eligible Cause in accordance with the Donor Advice (the “Service Fee” ). Notwithstanding the foregoing, the percentage of the Service Fee may occasionally vary if Givinga Foundation has agreed to an exception with a specific Participating Business. This Service Fee is paid in consideration of your access to and use of the Givinga Foundation Platform and the Services. 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 Givinga Foundation Platform, the amount of the gift will be reduced by such merchant account charges (unless paid for by a Participating Business or Donor). Such applicable merchant account charges (“Merchant Fees” ) will be offset against the amount distributed to Eligible Charities in a manner similar to the Service 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. Donation Funds held by or on behalf of the Foundation are under the relevant Foundation’s exclusive legal control, and may be used only for charitable purposes and not for any impermissible private benefit. Furthermore, Donation Funds received by you through the Givinga Foundation Platform may be used only for charitable purposes and not for any impermissible private benefit.
2. The Givinga Foundation will make a monthly transfer of the Donation Funds (less applicable amounts offset against Service Fees and Merchant 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 Cause 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; (iv) the Donation Threshold (defined below) has been met; and (v) all amounts owing by Participating Businesses, Merchant Account providers or other Donors in respect of Donation Funds have been transferred to the Givinga Foundation. Givinga Foundation will make reasonable commercial efforts to ensure that such monthly distributions are made prior to the end of the month following the month in which all such requirements are satisfied and such transactions are processed.
3. Eligible Charities may receive Donation Funds by Electronic Funds Transfer (EFT), Automatic Clearing House (ACH), check or any other payment methods that may be made available through the Givinga Foundation Platform. You can provide your Eligible Cause’s banking information through the secure Givinga Foundation Charity Portal by submitting the Funds Transfer Form to allow for EFT or ACH transfers. Absent a Funds Transfer Form, distributions will be by manual check until a valid Funds Transfer Form is submitted. Where distributions are made to an Eligible Cause other than by EFT/ACH, additional fees will be applied for administration and overhead costs associated with the check preparation, issuing, mailing, etc. The amount of Service Fees or Manual Check Fees may be modified by Givinga Foundation in its discretion at any time by amendment to this Agreement posted on the Givinga Foundation Charity Portal.
4. The aggregate amount of Donation Funds allocated to an Eligible Charities across the entire Givinga Foundation Platform must exceed $50 or any other amount determined by Givinga Foundation (the “Donation Threshold”) before a check will be made to an Eligible Cause. The Donation Threshold can be modified at any time by Givinga Foundation in its discretion.

Note: In many jurisdictions checks are not available or utilized and all transactions will be by EFT or ACH only.

Tax and Tax Receipts
1. Donation Funds received by Givinga Foundation for charitable purposes will normally represent a tax-receiptable donation by the relevant Donor as a donor advised contribution. In such cases the Givinga Foundation Platform (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 relevant Givinga Foundation Solution.
2. You are solely responsible for determining the tax treatment of any Donation Funds that are distributed to you via the Givinga Foundation Platform.
3. 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 Cause Database, subject to the Tax Laws and eligibility requirements provided in the applicable Giving Program. In the event that the Donor Advice does not satisfy the Foundation’s criteria or is otherwise inapplicable (such as, if the Eligible Cause no longer satisfied Eligibility Requirements at the time of disbursement or if the Foundation chose not to follow the Donor Advice), the Givinga Foundation may select an alternate Eligible Cause to receive the Donation Funds.
4. Where a Giving Program permits Donors to make donations outside of their home country or where there is no domestic Foundation in place for a specific country, the Donor will receive a record or acknowledgement for their donation via the Givinga Foundation Platform (not a formal tax receipt). If additional documentation is required in order for the Donor to obtain a tax benefit for their donation, you agree to provide Givinga Foundation, the Participating Business or the Donor with assistance in obtaining such additional documentation. Subject to Donor consent to disclosure of personal information, Givinga Foundation will provide the necessary information to permit you to issue such documentation.
Content, Conduct and Intellectual Property
1. The Intellectual Property Rights in the Givinga Foundation Platform and all Content that appears on the Givinga Foundation Charity Portal and Givinga Foundation Platform, or that is otherwise created or used by Givinga Foundation or a Foundation in conjunction with the Services (other than Charity Profile Content defined in Section 2.2 above) (collectively, "Givinga Foundation Content") are owned by Givinga Foundation or its licensors and should be considered Confidential Information for the purposes of this Agreement. Except as expressly permitted in the Terms of Use and without 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 Givinga Foundation Content, without express written permission from Givinga Foundation.
2. In connection with your Charity Profile, the Givinga Foundation Charity Portal allows you to upload, post, or share your Content. You hereby grant a limited, non-exclusive, worldwide, royalty-free license to Givinga Foundation and Participating Businesses to display your Content for the purpose of exposing your Charity Profile to Participating Businesses, Foundations, Donors and prospective donors on the Givinga Foundation Platform. You further hereby grant to Givinga Foundation the limited, non-exclusive, world-wide, royalty-free license to use and to sublicense to the Foundations, Participating Businesses and Donors your Content including your name and logo, for the limited purpose of highlighting or, if applicable, promoting or publicly advertising your Eligible Cause in connection with the use of the Givinga Foundation Platform and specifically, the campaigns referenced in Section 3.3 of these Terms of Use.
3. Givinga Foundation acknowledges your ownership of the Charity Profile Content.
4. The use by Givinga Foundation of the Charity Profile Content may include the display of such content in connection with Giving Programs or third-party websites, applications or services that utilize the Givinga Foundation 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, third-party websites, applications or services, their use of the Givinga Foundation 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 Givinga Foundation 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.
Overview
1. You acknowledge and agree that: (i) Givinga Foundation 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 fundraising or similar services to you; (ii) neither Givinga Foundation, the Foundations nor any Participating Business has any obligation or responsibility to you to review or approve your Charity Profile, self-certification form or any of your Charity Profile Content; (iii) the Givinga Foundation Platform is typically provided to Participating Businesses on a “cause neutral” basis, and any featuring or highlighting or eligibility of particular Eligible Charities is typically determined by Participating Businesses as part of their respective Giving Programs; (iv) in connection with the provision of search results relating to the Eligible Cause Database, Givinga Foundation 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 Givinga Foundation Platform and choice of Eligible Cause, and Givinga Foundation shall have no responsibility to you for the monitoring or accuracy of such information or its consistency with your Charity Profile Content; and (v) in no event will Givinga Foundation or any Foundation or Participating Business or their respective employees, directors, licensees, contractors, users, customers or suppliers be liable for any unauthorized access to, or alteration, theft or destruction of any Charity Profile Content, howsoever caused.
2. Without limiting the foregoing, you represent and warrant to Givinga Foundation 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 Terms of Use; (ii) the Charity Profile Content will not contain material that is defamatory, 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 Givinga Foundation or any Foundation or Participating Business or their respective employees, directors, licensees, contractors, users, customers or suppliers to criminal, regulatory or civil liability or sanction of any kind and (iv) your use of the Services will at all times comply with all applicable law.
Confidentiality, Privacy and Ownership
1. 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 advisors, accountants or other advisors as reasonably necessary. The Receiving Party will take reasonable precautions to protect the confidentiality of such Confidential Information, which must be at least as stringent as the precautions it takes to protect its own Confidential Information.
2. 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.
3. 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 which constitutes Personal Information will be dealt with by each party in accordance with Applicable Privacy Laws.
4. Notwithstanding the foregoing, the information provided by you in your Charity Profile, your self-certification form or in connection with the Givinga Foundation Charity Portal, as well as information about the donations you receive through the Givinga Foundation Platform, is required to manage your utilization of the Givinga Foundation Charity Portal, the Givinga Foundation Platform, and your participation in Giving Programs. You therefore consent to and authorize each of Givinga Foundation 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 and the Givinga Foundation Platform and to carry out the terms of this Agreement, to share such information about you, including that information supplied in your Charity Profile and self-certification form or otherwise provided by you on the Givinga Foundation Charity Portal.
5. If you are an authorized user of your Charity Profile, Donor information may be shared with you via a report accessible on the Givinga Foundation Charity Portal unless the Donor chooses to remain anonymous at the time of donation. 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 Givinga Foundation 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 or Donor, 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 Donor or Givinga Foundation; (iii) make any public disclosure of any Donor Information at any time, except as required by applicable laws; (iv) reference any Participating Business or Donor in your marketing, promotional or other communications of any kind; or (v) otherwise use Donor Information or the name, logo or any Intellectual Property of any Participating Business or Givinga Foundation to solicit donations, support, clientele, volunteers or other resources.
Limitation of Liability
1. Givinga Foundation reserves the right to change, modify, suspend or discontinue any or all aspects of the Givinga Foundation Platform, the Givinga Foundation Charity Portal or any Services at any time without notice to you. Givinga Foundation makes no representation or warranty, express or implied, as to the accuracy, quality or other attributes of the Givinga Foundation Content, the Givinga Foundation Charity Portal, the Foundations or the Givinga Foundation Platform or results obtained from using them or the legitimacy and legality of any Eligible Cause listed therein or any fitness for a particular purpose. You acknowledge that the Eligible Cause Database is based upon a listing provided and updated by the relevant Country Authority, as enhanced by content provided by Eligible Charities and therefore is not subject to control by Givinga Foundation. Further, you acknowledge that the provision of funds to you or the issuance of a tax receipt or other advice through the Givinga Foundation 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 Cause, a Foundation, a Donor or any Participating Business (nor the respective directors, officers, employees, agents, contractors, suppliers, licensors or assigns of Participating Businesses, and such parties, together with the Participating Business are collectively referred to herein as the “Participating Business Parties”), and all such parties must rely on their own tax, legal and accounting advice respecting all such matters.
2. The Givinga Foundation Charity Portal, the Givinga Foundation Platform (including without limitation, Givinga Foundation Solutions and the Givinga Foundation Content), the Services, and any and all other deliverables provided by Givinga Foundation, any Foundation, or any Participating Business Party relating thereto are provided “as is” without any warranty of any kind, whether express, implied, statutory, or otherwise, and neither Givinga Foundation, any Foundation, nor any Participating Business Party 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.
3. You acknowledge that the nature of the Givinga Foundation Platform and any Services do not enable Givinga Foundation, the Foundation or any Participating Business Party to determine in advance the likelihood of the success of such Services, the Givinga Foundation Platform or any Giving Program executed in connection with any Participating Business Party. In no event shall Givinga Foundation or any Foundation or any Participating Business Party be responsible to you for the use or misuse of the Givinga Foundation Charity Portal or the Givinga Foundation Platform or the failure by Givinga Foundation or any Foundation to provide any Services in a timely manner or at all.
4. Notwithstanding anything contained in this Agreement or the Givinga Foundation Charity Portal or in any other agreement, existing or future, between you and Givinga Foundation, in no event shall Givinga Foundation, 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 damages, costs, losses or expenses and you release and indemnify the foregoing parties from any liability, including but not limited to the following categories: (a) loss of profit, loss of revenue, loss of goodwill; (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.
Arbitration
1. 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 Givinga Foundation Platform, the Givinga Foundation Charity Portal, the Services or any Giving Program; (iii) oral or written statements, advertisements or promotions relating to this Agreement or the Givinga Foundation Platform or the Givinga Foundation Charity Portal or any Giving Program or the Services; 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 Givinga Foundation. Any decision of Givinga Foundation to terminate the listing of an Eligible Cause on the Givinga Foundation Platform or to cease providing services to any Eligible Cause is in the sole discretion of Givinga Foundation and cannot form the subject matter of any Claim.
2. You agree to waive any right you may have to commence or participate in any class action against Givinga Foundation, the Foundation, or any Participating Business Party or any Donor related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Givinga Foundation, or the Foundation, or a Participating Business Party or a Donor. If you have a Claim, you must give written notice to arbitrate to Givinga Foundation at the address on the Givinga Foundation Charity Portal. If Givinga Foundation 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 Boston, MA, 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
1. This Agreement and its benefits are offered at the sole discretion of Givinga Foundation. We reserve the right to modify the Terms of Use at any time by posting on the Givinga Foundation Charity Portal. You are responsible for regularly reviewing these Terms of Use so that you will be apprised of any changes. Your continued use of the Givinga Foundation Charity Portal 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 Givinga Foundation Charity Portal and return any Donation Funds sent to you.
2. These Terms of Use apply to your use of the Givinga Foundation Charity Portal, the Services and the Givinga Foundation Platform at all times. You may terminate this Agreement as it relates to you at any time by emailing support@givingafoundation.org. This Agreement and your inclusion as an Eligible Cause may be terminated by Givinga Foundation at any time and for any reason, immediately upon the earlier of notice to you by Givinga Foundation or the deletion by Givinga Foundation of your Charity Profile on the Givinga Foundation Charity Portal. Upon termination or expiration of this Agreement the disclaimer of warranties, limitations of liability, miscellaneous provisions, your obligations and our proprietary rights or any other rights of ours which by their nature are intended to survive termination, shall survive, but your right to use the Givinga Foundation Charity Portal immediately ceases, and you agree to not accept any Donation Funds following termination.
3. If Givinga Foundation suspects or learns that you have not complied with these Terms of Use, including without limitation those provisions contained Section 2, Givinga Foundation may exercise any and all remedies available to it under these Terms of Use or at law including, but not limited to, removing your organization from the Givinga Foundation Charity Portal and the Eligible Cause Database or particular Giving Programs immediately and without notice.
4. No delay or omission by Givinga Foundation 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. Givinga Foundation may, in its sole discretion, deviate from the strict observance, performance, or compliance by the Eligible Cause of any terms and conditions of this Agreement. Such deviations will not alter, affect or prejudice any of Givinga Foundation’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 a waiver of any other of Givinga Foundation’s rights or remedies as a result of any other breach of this Agreement.
5. This Agreement shall be governed by the laws applicable in the State of Massachusetts without regard to its conflict of laws provisions. 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.
6. This Agreement and the documents and agreements incorporated by reference herein constitute the entire agreement regarding your utilization of the Givinga Foundation Charity Portal or any other component of the Givinga Foundation 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. It is acknowledged and agreed that neither Givinga Foundation nor the Foundations nor any Participating Business will be considered a professional fundraiser (or equivalent) for the Eligible Cause.
7. 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.
8. Givinga Foundation may provide you with notices regarding the Services, the Givinga Foundation Charity Portal, the Givinga Foundation Platform or these Terms by regular mail, email, or postings to the Givinga Foundation Charity Portal.
9. Givinga Foundation may assign any or all of its rights or obligations under this Agreement to another party without notice or consent for any reason.
10. You acknowledge that your obligations under this Agreement are owed to and for the benefit of Givinga Foundation and its affiliates and also owed to and for the benefit of the applicable Foundations. In addition to Givinga Foundation’s and its affiliates’ rights, You acknowledge that the applicable Foundation, as third party beneficiary, has the right to enforce the contractual obligations and is entitled to remedies under this Agreement.

If you have any questions regarding the Terms of Use, please contact us at support@givingafoundation.org.