Member Charity Agreement
- Who We Are.
- Donors Unite Management Corp. ("Unite") is a for-profit technology company that operates the Donors Unite Inc. online giving platform and provides related services to power efficient e-giving in the most cost-efficient manner possible.
- Donors Unite Inc ("Donorsunite.org") is a nonprofit organization that operates a donor-advised fund that processes charitable contributions made through the Unite website, and distributes funds to other charitable organizations pursuant to donor advisements. The Site’s 501(c)(3) tax-exempt status was approved by the IRS in May of 2015. It is anticipated that the site will be launched on or about May 3, 2017.
- Description of the Website. The Website allows donors to obtain digital charity gift cards and recommend donations to qualifying tax-exempt organizations ("Eligible Charities"),including organizations that have entered into a Membership Agreement with us ("Member Charities"). When donors select a Member Charity at the time they make their contribution, the contribution is considered a contribution to donorsunite.org with an advisement for the regranting of funds to the selected Member Charity. The existence of the Site is not a solicitation of donations by Donors Unite, Inc. and it does not engage in any solicitation activities on behalf of any Member Charities or any other charities to which donors can make donor-advised contributions.
- Charity Member Requirements. As a Charity Member, you agree to:
- Meet the requirements of an Eligible Charity to receive funds pursuant to donor-advised contributions, which include the following:
- Remain in good standing as a qualified tax-exempt organization eligible to receive tax-deductible contributions pursuant to section 501(c)(3) of the Internal Revenue Code; and
- Remain in compliance with applicable state and federal laws and regulations, including registration to solicit charitable contributions; and
- Be in good standing with respect to payment of the annual membership fee, as established from time to time by Unite.
- Membership Benefits. As a qualified Charity Member, you will receive a link to the Site that can be embedded in your own website, which you can use to encourage your supporters to purchase a Donors Unite, Inc. gift card to give to family and friends, including one that is pre-recommended to support your organization. You agree that, by linking to the Site from your website, you will continue to meet the Charity Member requirements, and that you will remove the link from your Site if you no longer meet such requirements. As a Charity Member, a reduced transaction fee will be deducted from the contribution before it is distributed, as further set forth in section 6 of the Charity Member Agreement. Charity Members also receive grants in approximately thirty (30) days following the receipt of an advised grant, rather than Unite’s standard payment schedule, which generally provides that charities will receive payments in approximately ninety (90) days of receipt of payment. The initial and annual Membership Fees are set forth in the Membership section of the Site.
- Donations and Transaction Fees. All gift cards purchased on the Site are considered charitable contributions to Donors Unite, Inc. and are not refundable. Donors Unite, Inc. is a nonprofit organization whose 501(c)(3) tax-exempt status has been approved by the IRS and which maintains a donor-advised fund. A donor-advised fund is a public charity that receives a completed gift from donors. Once a donor makes a contribution, Donors Unite, Inc. has exclusive legal control over the contribution. However, the donor, or the donor’s representative, retains advisory privileges with respect to the distribution of funds. As a Charity Member, when a donor purchases a gift card and recommends your organization as the recommended beneficiary at the time of purchase, Donors Unite, Inc. will deduct a reduced transaction fee per donation ("Charity Member Transaction Fee"), which covers platform and donation payment processing costs. Charity Member annual membership fees and Transaction Fees are specified in the Charity Member section of the Site. Any changes to the Charity Member annual membership fees or Transaction Fees will be posted on the Site. A regrant to an advised Charity Member is generally deposited into your bank account within approximately thirty (30) days after receipt of the funds by Donors Unite Inc. Donors Unite Inc. makes every effort to honor donor advisements and is authorized to do so for donor advisements to Member Charities. However, in the rare event that you no longer meet our standards as an Eligible Charity or are otherwise not able to accept payment, Donors Unite, Inc. may select another charity to receive funds.
- License to Use Charity Name. You hereby grant us a limited, non-exclusive, worldwide, royalty-free right and license to use, reproduce and publicly display your name and logo ("Charity Marks") solely for purposes of including you as a potential recipient of donations through the Website. You represent and warrant that, as of the date hereof, you are the owner of the Charity Marks and hold a current trademark registration or otherwise possess all rights to utilize the Charity Marks without approval of any third party, and otherwise have the ability to perform your obligations hereunder.
- Charity Content. When using the Website, you may provide us with Charity Marks, text, photos, video, or other audio or visual materials (collectively, "Charity Content"). You grant us a perpetual, non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use, publicly display, publicly perform, store, reproduce, modify, create derivative works based upon, and distribute the Charity Content on or in connection with the Website and our related marketing and promotional activities. As between you and Unite, you continue to hold all ownership interest in the Charity Content. You represent and warrant that your Charity Content and our use of such Charity Content will not infringe any third party's intellectual property rights, proprietary rights, privacy rights, confidentiality, rights of publicity or otherwise violate the Terms or applicable law.
- Donor Information. Unless a donor requests that his/her donor advisement remain anonymous, we or Donors Unite, Inc. may make available to you, when available, the name, address, email address, employer (if optionally provided), and transaction accounting details of the advised contribution.
- Term and Termination. The term of this Membership Agreement will begin upon: (a) your acceptance of the terms and conditions of this Membership Agreement, (b) your submission of complete information during the Charity sign-up process, (c) the later of: (i) the launch of the Site, or (ii) your payment of the annual Membership Fee (unless you signed this Membership Agreement during the introductory sign-up period and paid the Membership Fee within 30 days of launch, in which case your membership term will be effective as of the launch date of the Site), (d) our confirmation to you by email that you qualify as an Eligible Charity. The term of this Agreement will continue for consecutive one-year terms, and will end when terminated by either of the parties. You may terminate this Membership Agreement at any time, with or without cause, by giving us written notice of termination. In addition, the Membership Agreement will be automatically terminated upon expiration of the then-current term if you do not pay the Annual Membership Fee which is set forth in the Charity Member section of the Site. Upon termination of the Membership Agreement, you agree to immediately cease using the Site products and services, and promptly remove any link to the Site from your organization’s website.
- Relationship of the Parties. This Membership Agreement shall not create or be deemed to create any agency, partnership, or joint venture between the parties, and the parties shall act as independent contractors with respect to one another.
- Indemnification. You agree to indemnify, defend, and hold harmless Donors Unite Management Corp., Donors Unite, Inc., and their respective directors, officers, members, employees, agents, and representatives from and against any and all actions, claims, demands, liabilities, losses, costs, and damages of any kind (including attorney’s fees), arising out of, in connection with, or resulting from: (a) your use of the Website; (b) any Charity Content or Charity Marks you provide for posting on the Website; (c) your breach of any provision of the Membership Agreement or Terms; (d) any of your actions or omissions (for example, you provided incomplete or false registration information or otherwise violated this Membership Agreement); (e) your management and use of donations received through the Website; or (f) your failure to continue to qualify as an Eligible Charity. Donors Unite Management Corp.shall defend, indemnify and hold harmless you, and your respective directors, officers, employees, agents, and representatives from and against any and all actions, claims, demands, liabilities, expenses and costs, including, without limitation, reasonable attorney's fees and legal expenses, which arise out of any third party claim regarding the negligence or willful misconduct of Donors Unite Management Corp. in connection with its performance (or failure to perform) under this Agreement. Each party agrees to cooperate as reasonably required in the other party’s defense of any claim. Donors Unite Management Corp.reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any matter without our written consent.
- LIMITATION OF LIABILITY. WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING OUT OF OR IN CONNECTION WITH THIS MEMBERSHIP AGREEMENT OR THE TERMS, OR THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. IN NO EVENT SHALL OUR AGGREGATE LIABILITY FOR DIRECT DAMAGES EXCEED THE MEMBERSHIP FEE PAID IN THE MOST RECENT ONE-YEAR TERM.
- DISCLAIMERS. The Website is provided "as is" without warranty of any kind. Donors Unite Management Corp. and Donors Unite, Inc., disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, operability, or availability of any information or content that is displayed on the Website. Donors Unite Management Corp. and Donors Unite, Inc.,also expressly disclaims to the fullest extent permitted by law any and all responsibility and liability for the conduct of any Charity Member and any donor. Donors Unite Management Corp and Donors Unite, Inc., hereby disclaims all warranties either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and non-infringement; and other warranties. Donors Unite Management Corp.is not engaged in the provision of legal, tax, or other professional advice or services. If you are in need of such services, you should contact the appropriate licensed and qualified professional.
- Miscellaneous. This Membership Agreement shall be governed by and construed in accordance with the laws of the State of New York, exclusive of its rules respecting choice of law. Any action, suit, or other proceeding brought by either party hereunder against the other shall be brought and maintained in the courts of the State of New York, County of Nassau. The Membership Agreement and Terms constitute the entire agreement between Charity and Donors Unite Management Corp.regarding their subject matter and supersede any prior or contemporaneous arrangement, understanding, negotiations or agreement with respect thereto. If any provision of the Membership Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Membership Agreement, which shall remain in full force and effect. Our failure to assert any right or provision under this Membership Agreement or the Terms shall not constitute a waiver of such right or provision. You may not assign this Membership Agreement, or any rights, interests, or obligations hereunder, without the prior written consent of Donors Unite Management Corp. . Donors Unite Management Corp. has the right to assign, transfer, or delegate any of its rights and obligations under these Terms without your consent. Donors Unite Management Corp. will provide any notices provided for or permitted under this Membership Agreement to you via email, written notice, or by conspicuously posting the notice on the Donors Unite Management Corp site and the Donors Unite, Inc. site. All provisions of this Membership Agreement that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. Donors Unite Management Corp. shall not be liable for any failure of or delay in the performance of this Membership Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.
Any controversy or claim arising out of or relating to this agreement shall be settled by binding arbitration in New York, New York, and administered by the American Arbitration Association ("AAA") or similar arbitration body and conducted by a sole arbitrator in accordance with the AAA’s Commercial Arbitration Rules or the arbitration rules of a similar arbitration body. The arbitration shall be governed by the Federal Arbitration Act, codified in chapter 1 of Title 9 of the United States Code, as amended, to the exclusion of state laws inconsistent therewith or that would produce a different result, and judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Except as may be required by law or to the extent necessary in connection with judicial challenge, or enforcement of an award, neither a party nor the arbitrator may disclose the existence, content, record, or results of an arbitration.
Before commencing any action pertaining to a controversy or claim arising out of or relating to this agreement, the party wishing to commence the action shall provide reasonable notice to other party before commencing the action, in order to allow the parties an opportunity to resolve the dispute before resorting to legal action.
NO CLASS ACTION
YOU AND THE COMPANY AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR THE COMPANY WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU OR THE COMPANY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. YOU AND THE COMPANY FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, THE COMPANY AND ALL PARTIES TO ANY SUCH PROCEEDING.