Last revised May 1, 2020
Welcome to Givio!
This Agreement is entered into by the party accepting this Agreement in connection with making a donation and/or activating an Account to use the Givio Services (as defined below) (“You”, “Your”, or the “End User”) and Givio on the date the End User expresses its consent as set forth below.
1. Some Helpful Definitions.
“Account” means Your account to access and use the Services.
“Administrator” means an End User identified by the Subscriber as an administrative user.
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity.
“App(s)” means one or more Product(s) provided by Givio, installed on or accessed by your individual devices.
“Authorized Users” means registered individual End Users who are authorized to access and use the Services, Content, User Materials and Products in accordance with the terms of this Agreement.
“Campaign Organizer” means an End User who creates one or more giving campaigns (“Campaign”) using the Givio Services and benefitting one or more recipient nonprofits.
“Content” means the audio and visual information, documents and other materials contained in or made available to You, or created or edited by You, in the course of using the Services.
“Donation Subscription” means a type of donation made to recur according to a schedule determined by the Donor. For example, a monthly recurring donation.
“Donor Agreement” means the form that is part of this End User Agreement (incorporated as Appendix A) that explains the terms, responsibilities and processes associated with receiving an individual Giver’s gift and disbursing it to the appropriate recipient nonprofit organization.
“End User Data” means data, information and/or records collected, stored, submitted, or inputted by an End User into or otherwise processed or recorded through the Services.
“Giver”, or “Donor”, means a person or organization making a monetary donation using a Givio Product.
“Output” shall mean all documents, information, records and other output of the Services.
“Product(s)” (or “Apps”) means Givio’s software products identified in the Agreement and on the Givio website.
“Security Breach” means: (a) the actual unauthorized acquisition, access, use, or disclosure of End User Data; or (b) the reasonable belief that there has been an unauthorized acquisition, access, use, or disclosure of End User Data.
“Services” means access and use of the Products, User Materials, and Content on a software-as-a-service basis (SaaS) via the Internet, the disbursement of any donations made to nonprofits by using the Products and other services provided by Givio as set forth in the Agreement. Givio reserves the right to modify, suspend or discontinue the Services (or any part of the Services) for any reason, at any time.
“Subscriber” means an organization using the Products and Services and sponsoring one or more giving Campaigns, such as a company that creates a Givio Account to manage employee giving campaigns.
“Subscription” means a Service for which the End User pays a monthly or annual fee to use the Service, as described on the Givio website. Many Givio Services do not require a Subscription and are free to use, subject to a fee for processing a donation to a nonprofit (See Section 5).
“User Materials” means any help files or written instruction manuals regarding the use of the Products and/or Services provided to You by Givio.
2. Products and Services.
2.1 What We Do. Givio Services are offered to allow End Users to make donations, create Campaigns, and support nonprofit organizations. Recipient nonprofit organizations are vetted using third-party and government data resources (such as IRS charity data) in order for Givers to be eligible to receive the benefit of a tax-deductible donation. Givio partners with Givio Charitable Foundation to disburse donations to eligible recipient nonprofits. End Users may download and use our Apps free of charge. Administrative fees are withheld from donations when processed, as explained in Section 5 below and in the Donor Agreement.
Givio also provides Services to nonprofit organizations, enabling them to register with Givio, receive donations and supporting donor and gift information.
Givio is not a charity, financial institution or creditor. Givio Services are software-based platforms. Givio Services are used by End Users to raise money for charities and charitable causes, but Givio is not a professional fundraising organization.
2.2 License. Subject to the terms and conditions of the Agreement, and to Your compliance with this Agreement, Givio grants to You a limited, revocable, non-exclusive right to access and use the Products and the Services during the Term, solely for Your personal use as a platform to facilitate charitable giving.
2.3 Restrictions. The Products, User Materials, and Services are proprietary to Givio, subject to Givio’s suppliers’ and licensors’ rights to such suppliers’ and licensors’ products, and Givio reserves all right, title and interest in and to the Products, User Materials, and Services, including all related software and intellectual property rights. No rights are granted to You hereunder other than the limited access rights expressly set forth herein. You are solely responsible for (a) all activities that occur under Your account; (b) the accuracy and quality of Your End User Data; and (c) complying with all applicable federal, state and local laws, rules and regulations in using the Services. Givio is responsible for complying with all applicable federal state and local laws, rules and regulations in providing the Services. You shall use Your best efforts to prevent unauthorized access to, or use of, the Services, Products, or User Materials, and notify Givio immediately of any such unauthorized access or use. You shall not, and shall not knowingly permit any third party to: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise exploit or make the Services, Products, or User Materials available to any third party; (ii) translate, adapt, modify, copy, update, revise, enhance, or otherwise alter or create derivative works of the Services, Products, or User Materials; (iii) reverse engineer, disassemble or decompile (or attempt to reverse engineer, disassemble or decompile) any Product; (iv) access the Products or Services in order to (1) build a competitive product or service, or (2) copy any ideas, features, functions or graphics thereof; (v) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (vi) interfere with or disrupt the integrity or performance of the Services; (vii) attempt to gain unauthorized access to the Services or its related systems or networks; (viii) use the Services for unlawful purposes or for any purpose not expressly permitted by the Agreement; (ix) use the Products or Services in a manner that is defamatory, harmful to minors, obscene, indecent, pornographic, libelous, threatening, or harassing; (x) submit any End User Data or use the Products or Services in any way that infringes, misappropriates, or violates any trademark, copyright, patent, trade secret, publicity, privacy or other right of any third party or violates any applicable local, state or federal laws, statutes, ordinances, rules or regulations or any judicial or administrative orders; or (xi) make the Services, Products, or User Materials available to any third party other than Authorized Users.
2.4 Givio’s Rights. Givio reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of the user’s access and/or account. Givio may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Statement, Givio reserves the right at all times to disclose any information as Givio deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Givio’s sole discretion.
3. Accounts and Responsibility. You are responsible to register and create Your own Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Givio reserves the right to suspend or terminate Your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You will be asked to create a password for Your Account. Givio does not have access to Your passwords and if You forget Your password You will be asked to create a new one. You are responsible for safeguarding Your password.
You agree that You will not disclose Your password to any third party and that You will take sole responsibility for any activities or actions under Your Account, whether or not You have authorized such activities or actions. You will use best efforts to immediately notify Givio if You become aware of any unauthorized use of Your Account. You agree that you will not use Givio Products and Services to violate any law or agreements by which you are bound including but not limited to those of payment processors. Givio and Subscriber will not be liable for any losses caused by any unauthorized use of your account.
4. Campaigns and Content. As a Campaign Organizer, you represent and warrant to the best of your knowledge that all the information you provide in connection with each Campaign that you create using Givio is accurate and not likely to deceive reasonable Donors.
4.2 Inappropriate Content. User Content may be flagged as inappropriate by other Givio users or by Givio administrators. Campaigns that display inappropriate User Content may be suspended by Givio in its sole discretion until such content is removed or revised such that it is no longer deemed inappropriate by Givio. You agree to cooperate with Givio in an investigation regarding Inappropriate Content. If Givio determines such User Content is prohibited, you agree to remove the content immediately upon being notified by Givio. Givio reserves the right to suspend any Campaign or User Content it deems Inappropriate or Prohibited, or to remove it entirely from the Givio Products, in its sole discretion.
4.3 Prohibited Content. The following are examples of Prohibited Content. This is not an exhaustive list. Prohibited Content includes any content involving:
- The violation of any law, regulation or industry requirement, including those of payment card providers;
- Fraudulent, misleading, defamatory, or dishonest information;
- Illegal drugs, narcotics, or other controlled substances;
- Promotion of acts of violence, bullying, harassment, exploitation or hate;
- Network marketing, referral marketing, pyramid schemes, payment collection, debt settlement, cash advance, and any questionable financial practices and programs;
- Pornography; or
- Counterfeit or illegally obtained intellectual property.
5. Donation Disbursement Services. You may use the Services in order to make donations or “grants” to eligible nonprofit organizations. Givio supports donor advised fund (“DAF”) services to receive, receipt, and disburse donations to recipient organizations. The DAF is managed as part of the Givio Products and Services.
5.1 Recurring Donations. Donors may have the opportunity to make donations that automatically recur according to a schedule selected by the Donor (also referred to as a “Donation Subscription”). For example, making a monthly recurring donation. You, as the Donor, acknowledge that Donation Subscriptions automatically renew as a recurring payment that is a feature of the Givio Products. You may discontinue the auto-renewal feature of a Donation Subscription at any time. In connection with each Donation Subscription that you initiate, you authorize Givio to process your payment service for all such donations and future payments until such time as you discontinue the feature.
5.2 Donor Advised Funds. Donations processed through Givio are made to and received by Givio Charitable Foundation as an advisement for making a grant to your intended eligible charity. Givio Charitable Foundation (EIN 47-3955325) is a US-based nonprofit organization sponsoring a US donor advised fund; and it is a tax-exempt as a public charity described in sections 501(c)3, 509(a)(1) and 170(b)(a)(A)(vi) of the internal Revenue Code of 1986, as amended (the “Code”). In the context of making a gift or administering a Campaign, donations are made to the DAF so that the DAF may issue charitable receipts to the Giver at the time of donation, and then process those donations to eligible charities. In a corporate giving program context, the DAF provides a vehicle for consolidated disbursement of corporation and employee donations, such as with corporate matching funds and other corporate contribution programs.
By contributing through Givio, You understand and agree to the following:
• Your donations are completed gifts and are not refundable.
• You or any related third party will receive no more than an incidental benefit from the donation.
• You do not directly or indirectly control the grant recipient.
• You have imposed no conditions or restrictions preventing the donor advised fund from using the contribution to further its charitable mission and comply with legal and regulatory requirements.
• You have advisory privileges on the distribution of money, but you grant the donor advised fund exclusive legal control and ownership of your contribution, and accordingly we reserve the final and sole authority to decide whether to make a grant to an organization. You are not permitted to impose restrictions on the use of your donation, although you may request that the donation be used for certain purposes.
• You authorize the donor advised fund or their agents to contact you in relation to your donation.
• The entirety of your donation is eligible as a tax-deductible gift according to the full extent of the law and you will be issued a receipt for that amount. You should consult with your tax advisor as to the amount of your donation that is tax deductible.
In addition to the terms of this Agreement, You must agree to the terms of the Donor Agreement, provided below.
5.3 Unfulfilled Donations. From time to time, it is possible that a recipient nonprofit organization fails to accept a donation. When this happens, Givio will make no less than 3 attempts to contact You, if you have created and maintain a Givio Account, in order to redirect the donation to an eligible nonprofit organization. Unfulfilled donations Givers will be handled in accordance with the terms of the Donor Agreement.
6. Fees for Givio Services. You understand and agree with disbursement service fees withheld from grants processed by a Donor Advised Fund as set forth in the Donor Agreement, provided below. Other fees may apply to your Account from time to time, as offered by Givio, described on Givio’s website, and agreed to by You, such as a fee for a Subscription Service.
7. Payment Processor. Payments made by credit card, debit card or certain other payment instruments for the Services are billed and processed by Givio’s designated third-party payment processor, such as Stripe, Inc. or a similar organization (the “Payment Processor”). The Payment Processor is acting solely as a billing and processing provider for and on behalf of Givio and shall not be construed to be providing the applicable Service. In addition, the Payment Processor is an entity completely independent of Givio and Subscriber, Givio exercises no control over the operations of the Payment Processor, makes no warranties or representations on behalf of such Payment Processor, and accepts no liability in respect of the acts or omissions of the Payment Processor. The Payment Processor’s use of End User Data is subject to the terms, conditions, and privacy policies published by such Payment Processor.
8. Administrative Users. Only Administrators may designate another individual as another Administrator. Additional Administrators may be able to delete, copy, or view the Content and End User Data of other Authorized Users. Each Administrator is responsible for the access to the Services that he or she grants to any Other User (“Other User” means any other Administrative User whose access is so granted by an Administrative User). A violation of any terms of this Agreement by an Other User may result in the termination of an Administrator’s or any other Additional User’s access to the Services.
9. Responsibility for Use and Data. You shall be solely responsible as between You, Subscriber and Givio for ensuring accuracy, completeness and compliance of any Output provided to any third party, and all liabilities and responsibilities in connection with such Output, and Givio and Subscriber shall not be responsible for the accuracy, completeness, or compliance thereof. Givio and Subscriber shall not be liable for the accuracy, completeness or authenticity of End User Data furnished by End User or any other third party, and shall have no obligation or responsibility to audit, check or verify the End User Data. Neither You nor any other person will have any claim or cause of action against Givio or Subscriber as a result of any professional or other services rendered or withheld in connection with the use of the Services, End User Data, Output or the Services. You acknowledge that Givio has no obligation to retain data relating to any Account or Campaign. Furthermore, you acknowledge that Givio has the right to delete data and terminate Accounts and Campaigns at any time and for any reason, with or without notice.
10. Suggestions and Feedback. . In consideration of access to the Services, You hereby irrevocably and exclusively assigns, conveys, transfers and sets over absolutely to Givio, all rights, title and interests in and to (whether or not now existing) in and to all ideas, suggestions, enhancements, recommendations or other feedback related to the Services (collectively, “Feedback”) You provide, including without limitation any and all intellectual and proprietary rights therein. Without limiting the foregoing, Givio shall have all rights to use, reproduce, modify, edit, adapt, publish, sell, translate, create derivative works from, distribute, transmit, display, perform, and license and/or sell Feedback, contribute or otherwise provide to or through the Services (in whole or part) and/or incorporate such Feedback, in whole or in part, in other works in any form, media or technology now known or later developed for any purpose without compensation to You or any third party.
11. Data Protection; Security Breach Notification. Givio will use commercially reasonable efforts to ensure that End User Data will be stored and managed using industry best practices regarding data protection, including access controls, encryption and secure cloud-based server and data storage providers to protect End User Data from unauthorized access, acquisition or disclosure, destruction, alteration, accidental loss, misuse, or damage. End User acknowledges that End User Data is employee-related data and may include data defined as Personally Identifiable Information under applicable law. You warrant and represent that You have the necessary legal rights and permissions as a data controller to share its employee-related data from all legal jurisdictions in which the data originates. Givio shall take reasonable steps to notify You of a Security Breach in accordance with all applicable federal and state laws and regulations. Furthermore, You will not be liable hereunder for any access to or misuse of Your account that results solely from Givio’s gross negligence or willful misconduct related to the storage and security of your End User Data.
12. Right to Monitor. Givio neither actively monitors general use of the Services under normal circumstances nor exercises editorial control over the content of any third party’s website, e-mail transmission, news group, or other material created or accessible over or through these Services. However, Givio does reserve the right to monitor such use at any time as it deems appropriate and to remove any materials that, in Givio’s sole discretion, may be illegal, may subject Givio to liability, may violate this Agreement, or are, in the sole discretion of Givio, inconsistent with Givio’s purpose for these Services.
13. Indemnification; Disclaimer; Limitations on Liability.
13.1 Indemnification. You shall defend, indemnify and hold Givio and its Affiliates, and their officers, employees and representatives, harmless from and against any and all awards, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) incurred in connection with allegations, claims, demands, suits or proceedings made or brought against Givio arising out of or related to (i) Your use of the Services in a manner inconsistent with the Agreement, and/or (ii) Your negligence or willful misconduct.
13.2 Disclaimer. THE SERVICES, CONTENT, PRODUCTS, DELIVERABLES, USER MATERIALS AND ALL OTHER MATERIALS AND INFORMATION PROVIDED BY GIVIO OR ANY OF ITS LICENSORS OR SUPPLIERS (COLLECTIVELY, THE “GIVIO SERVICES AND MATERIALS”) ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS,” AND GIVIO AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NEITHER GIVIO NOR ANY OF ITS LICENSORS OR SUPPLIERS WARRANTS THAT THE PROVISION OR OPERATION OF THE SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE. USE OF INFORMATION PROVIDED THROUGH THE GIVIO SERVICES AND MATERIALS IS SOLELY AT YOUR OWN RISK. IN NO EVENT SHALL GIVIO OR SUBSCRIBER BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU, OR ANY THIRD PARTY ACCESSING THE GIVIO SERVICES AND MATERIALS BY OR THROUGH YOU IN RELIANCE ON ANY INFORMATION ACCESSED BY OR THROUGH THE GIVIO SERVICES AND MATERIALS. In no event will Givio or Subscriber be liable for third party claims against You for losses or damages, or loss of, or damage to, Your records or data. The parties acknowledge and agree that no prior or contemporaneous representations, inducements, promises or agreements, oral or otherwise, between the parties will be of any force or effect. Each party represents and warrants that, in entering into and performing its obligations under the Agreement, it has not, does not and will not rely on any promise, inducement, or representation allegedly made by or on behalf of the other party with respect to the subject matter hereof, nor on any course of dealing or custom and usage in the trade, except as such promise, inducement, or representation is expressly set forth herein. You agree that its use of the Givio Services and Materials and any additional software or services is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Givio with respect to functionality or features.
13.3 Limitations on Liability.
13.3.1 IN NO EVENT SHALL GIVIO, SUBSCRIBER OR ANY OF ITS LICENSORS OR SUPPLIERS HAVE ANY LIABILITY TO YOU OR TO OTHER PARTY FOR ANY LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL OR SPECIAL DAMAGES OR LOST PROFITS HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL LIMIT YOUR OBLIGATION TO INDEMNIFY GIVIO AS PROVIDED IN SECTION 12, ANY BREACH OF SECTION 2, OR YOUR OR GIVIO’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
13.3.2 IN NO EVENT SHALL GIVIO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY CLAIM AND/OR SERIES OF CLAIMS, WHETHER RELATED OR UNRELATED, UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS WITHHELD BY GIVIO FOR THE SERVICES TO WHICH YOUR ACCOUNT RELATES DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATION SET FORTH IN THIS PARAGRAPH IS CUMULATIVE AND NOT PER CLAIM OR PER AFFILIATE. YOU ACKNOWLEDGE THAT GIVIO HAS SET ITS FEES, AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
14. U.S. Government End-Users. Givio provides the Givio Services and Materials, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Solution include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data — Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Givio to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
15. App Store Sourced Apps. In the event that You are provided or use any App(s) downloaded from the Apple App Store (an “App Store Sourced App”), You will only use the App Store Sourced App (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom You received the App license, e.g., the Apple App Store (“App Store”). You acknowledge that this Agreement is between You and Givio and not with the App Store. Givio, not the App Store, is solely responsible for the Products and Services, including any App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, You must have access to a wireless network, and You agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Products and Services, including the App. You agree to comply with, and Your license to use the App is conditioned upon Your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Products and Services, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of this Agreement and will have the right to enforce them. Finally, You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
16. Force Majeure. Givio shall be excused from performance of its obligations under the Agreement if such a failure to perform results from compliance with any act of God, fire, strike, embargo, terrorist attack, war, insurrection or riot, computer, telecommunications, service provider or hosting facility failures or delays involving hardware, software or power systems not within Givio’s possession or reasonable control, denial of service attacks, incompatibility of Your equipment, hardware or software with the Services, acts or omissions of vendors or suppliers, transportation and telecommunications difficulties, or other causes beyond the reasonable control; provided that such non-performing party immediately notifies the other party of the failure and undertakes all commercially reasonable efforts to resume performance as soon as possible after the occurrence of the force majeure event. Any delay resulting from any of such causes shall extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.
17. Governing Law; Jurisdiction; Venue; Severability of Provisions. This Agreement is governed by the laws of Delaware, USA and controlling United States Federal Law without regard to any conflicts of law provisions. Any legal proceedings arising from or relating to this Agreement shall be brought exclusively in the federal or state courts located in Wilmington, Delaware and the parties hereby consent to the personal jurisdiction and venue of such courts. All parts of this Agreement apply to the maximum extent permitted by law. The parties both agree that if any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable as written, then that part will be replaced with terms that most closely match the intent of the unenforceable provision to the extent permitted by law. THE PARTIES EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT RELATING TO THIS AGREEMENT, THE PARTIES PREFERRING THAT SUCH DISPUTE BE RESOLVED BY A JUDGE HAVING JURISDICTION WITH RESPECT TO SUCH DISPUTE. The invalidity of part of this Agreement will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect.
18. Effect of Termination. Upon expiration or termination of the Agreement, Givio shall immediately terminate Your access to the Services, and You shall cease all access to the Services. Givio has no obligation to retain any End User Data following termination and may delete or destroy the same. The following provisions shall survive any termination or expiration of the Agreement: Sections 1, 2.2, 2.3, 3, 4, 8, 9, and 12-21 of this Agreement.
19. Third-Party Beneficiaries. Content licensors shall have the benefit of Givio rights and protections hereunder with respect to the applicable Content, and each Subscriber shall be an intended third-party beneficiary of this Agreement with respect to the rights and protections afforded such Subscriber. Other than as set forth in this Section 19, there are no other third-party beneficiaries under this Agreement.
20. Time Limitation on Claims. You agree that any claim you may have arising out of or related to your use of the Services or your relationship with Givio must be filed within one year after such claim arose; otherwise, your claim is permanently barred.
21. Electronic Communications. When You visit the Services or send e-mails to us, You are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with You by e-mail or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that we provide to You electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in this Agreement.
22. Miscellaneous. The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party agrees to comply with all U.S. laws, ordinances, orders, directions, rules, and regulations applicable to such party in connection with the Agreement. All notices under the Agreement shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the second business day after mailing; or (c) the second business day after sending by confirmed facsimile. All notices to Givio should be sent to the company headquarters address provided on the Givio website.
23. Contacting Us. If you have any questions about this Agreement, please contact us at Support@Giv.io, or by using the contact information provided on our website, www.giv.io, or through the Services.
24. Subcontractors. Givio shall be responsible for the work product and activities of each of its subcontractors, service providers, personnel, agents, consultants, contractors, and any additional third party’s used or employed by Givio under this Agreement (including Givio Charitable Foundation) including, without limitation, their compliance with the terms of this Agreement, other than for any noncompliance or breach as may result from any negligent or willful act or omission on your part.
Givio Charitable Foundation Donor Agreement
Last revised: January 15, 2020
Welcome to Givio Charitable Foundation, a charitable organization sponsoring a donor advised fund(s) whose purpose is to facilitate giving and gift disbursement for both Givers and their recipient charities. Givio Charitable Foundation (“GCF”) (EIN 47-3955325) is recognized as a tax-exempt 501(c)(3) public charity under the U.S. Internal Revenue Code (the “IRC”), whose purpose is to provide charitable giving services primarily through the management of donor advised funds (“DAF(s)”). GCF partners with charitable giving software companies, such as Givio, Inc., to fulfill donations that are generated through partner software. For more information about GCF, please visit www.GivioCharitable.org.
1. Introduction to Donor Advised Funds
A DAF account is a charitable giving vehicle sponsored by and administered by a third-party charitable organization. It is created for the purpose of managing charitable donations on behalf of an individual, family or organization. A DAF account offers you the opportunity to create an easy-to-establish, low cost, flexible vehicle to facilitate your charitable giving. While donors can enjoy administrative convenience, cost savings, and tax advantages by conducting their grant-making through a DAF account, the DAF account is not a “private foundation” as that term is defined by the U.S. IRC. Once funds are contributed to a DAF account, the funds will be tracked on the books of the sponsoring organization as attributable to funds contributed by that particular donor, but will be owned and controlled by the sponsoring organization, and that organization has the ultimate authority over how the assets in all of its DAF accounts are invested and distributed. Donors may not impose restrictions or conditions on the assets in their DAF account. However, the donor, or one or more persons appointed or designated by the donor (each a “donor advisor”), will have “advisory privileges” over the distribution of funds within the donor’s DAF account. This means that the donor (or his or her donor advisor(s)) will have the right to provide advisory recommendations and suggestions to the DAF as to the eligible charities to receive distributions (i.e., “grants”) from the donor’s DAF account. The DAF’s sponsoring organization is not obligated to follow these recommendations, however, and will only do so if the recommended organization meets the criteria set forth in this Agreement.
Contributions to a DAF account can be made at any time, are irrevocable, and are immediately tax deductible to the fullest extent provided by U.S. tax law. The availability of certain U.S. federal income tax deductions is limited to U.S. donors and may depend on whether you itemize deductions or not. Rules and regulations regarding tax deductions for charitable giving vary at the state level. Please check with your tax advisor. Tax deductions discussed herein refer specifically to U.S. federal taxes.
2. Attributes of the Donor Advised Fund
Our DAF account holders have the opportunity to:
● Make direct, irrevocable charitable contributions to their DAF account via our website or one of its affiliate properties.
● Receive funds into their account for advisement to the charity of their choice from third-party sources, such as an employer giving program, an employer benefits program, or a gift of charity from another individual.
● Make gifts to eligible, qualified charitable and nonprofit organizations by recommending advisements through the Site, on the member’s own timetable.
● Depending on the member’s individual tax circumstances, receive a charitable tax deduction for direct contributions made to the member’s DAF account.
All DAF contributions and advisements are subject to the review and approval of the sponsoring organization and its board. Our board may delegate any of their powers and authority under this Program to employees or other representatives.
3. Online Account Access
To manage their DAF accounts, GCF partners with third-party software companies to provide online account access. For example, GCF partners with Givio Inc. (www.Giv.io) to provide Givio Products such as a mobile app available in certain app stores. Individual DAF account holders may access their account through their downloaded app with the username and password created at signup. DAF accounts may also be available through other sponsoring partner company or organization websites.
Your DAF account allows you to:
● See the cash balance of the account (money that you have directly donated to your account);
● Recommend grants to charities; and
● Review the status of grants that have been recommended.
Since members can access account information on their own at any time via our partner products, our current policy (which is subject to change at any time) is that we will not duplicate email outreach to users, but rather work with our partners to provide account statements to members with information about the member’s DAF account.
4. Establishing a DAF Account
● Eligible Account Holders: Any individual located anywhere in the world is eligible to become a DAF account holder.
● Opening an Account: We permit you to open a DAF account with an initial contribution in any amount.
● Designating Donor Advisor(s): At any point after your account has been established, you will have the opportunity to designate other persons whom you authorize to make advisements on your behalf with respect to a specific amount of your account balance.
5. Contributions to your DAF Account
Contributions may be made to your DAF account by any means of electronic payment currently via the Givio Products or other sponsoring company or organization websites.
These dollars will appear in your DAF account balance and will be held by us until you have recommended a qualified charity to receive them or the account has been terminated in accordance with the terms and conditions set forth in this Agreement. Often, users recommend or advise a qualified charity at the time of making the donation.
Though we attempt to show all donations as quickly and accurately as possible in a member’s account, there may be a delay with some transactions. In particular, transactions involving corporate partners and employees who participate in their employer matching program may take up to 40 days to accrue in your account due to restrictions established by those companies. Such transactions will appear in your account labeled as “pending” until the company indicates that the transaction has cleared.
6. Contributions Are Irrevocable; “Unfulfilled” Donations
Once a contribution is received, it is an irrevocable charitable contribution to the DAF. Accepted contributions are not refundable. Should a grant to a charitable organization go “unfulfilled”, meaning that either the organization fails to accept the donation or the organization was deemed ineligible, then the donation amount will be returned to your DAF account and you may re-grant those funds.
7. Charitable Income Tax Deduction
If you are a U.S. taxpayer, you may be eligible for an itemized income tax charitable deduction on the date that you make your direct contribution to the DAF, subject to applicable limits under the respective tax law. If you are not a citizen of the country in which you are making a donation, please consult the tax laws of the country in which you reside to determine any personal tax benefits to your donation. Donations made to your DAF account by retail and corporate partners or employers may not be deducted from your taxable income. Notwithstanding anything in this Agreement to the contrary, you specifically acknowledge and agree that nothing in this Agreement constitutes or should be construed as legal or tax advice, and that you should consult your own legal or tax advisor about your personal situation.
8. No Advisory Privileges Regarding Investment of Funds
Donors have no advisory privileges over how funds in their DAF accounts are invested, nor do donors have any ability to select or recommend investment options or provide advice on distributions from types of investments.
9. Eligible, Qualified Charitable and Nonprofit Organizations
To be eligible, organizations must comply with the appropriate tax guidelines. We provide eligibility summaries below.
For organizations in the U.S. to be supported through a U.S.-based DAF:
● U.S. Public Charities: Advisements to U.S. charitable organizations must be recognized by the IRS as 501(c)(3) public charities described in IRC Section 509(a)(1) or 509(a)(2), and that are in good standing (i.e., whose exempt status has not been revoked). Additionally, advisements can be made to schools, churches, certain governmental entities, including tribes and other organizations that are eligible for tax deductible donations, per the IRS regulations.
● Non-U.S. Charitable Organizations: If available through Givio Products, advisements can be made to certain, qualified non-U.S. charitable organizations. These organizations are listed in the DAF’s searchable charity database. Non-U.S. Charitable Organizations are vetted against public charity standards established in their respective countries and / or by certain Non-Governmental Organization (NGO) vetting organizations. In addition, certain reporting standards must be adhered to by recipient NGOs to remain eligible to receive funds.
● Compliance: The DAF will reject any advisement recommendation for improper purposes and will take remedial action if we discover that improper advisements have been made. Action may include, but not be limited to, requiring that the advisement be returned.
● Ineligible grant recipients: Advisements cannot be made to private foundations, individuals, or employer-sponsored employee relief funds.
● IRC 509(a)(3) clarification: Making and advisement to an IRC 509(a)(3) supporting organizations, Type I, Type II and Functionally Integrated Type III supporting organizations is only permitted if the individual making the grant DOES NOT directly or indirectly control—or is related to someone who directly or indirectly controls—the supporting organization. By making an advisement or donation, you are attesting to your compliance with this clause!
10. Recommending a Grant
As a DAF account holder, you have the right to recommend grants from your DAF account to qualified charitable organizations. Subject to the restrictions stated in Section 9 above, you may request that a grant be made to any charity that is listed on our website.
We will review your completed and submitted recommendation to ensure that the proposed donation is consistent with charitable purposes and that the recommended charitable organization satisfies the criteria set forth in Section 9 above.
We reserve the right to deny a grant recommendation and will generally notify you of the denial within 30 days to request that a recommendation for a grant to an alternative charitable organization be made.
Grants are processed on a monthly basis. If other members have requested grants to the same eligible charity(s), these grants are aggregated and one payment is made to the charity(s). Due to the costs associated with processing small donations, we reserve the right to delay disbursement of funds until the aggregate sum is greater than $50.00.
11. Grant Amount and Number Limits
Amount: We will consider grant recommendations as low as $1.00 and as high as the full balance of your DAF account. You are not permitted to make a grant recommendation for an amount greater than your account balance.
Number of Grants: We allows members to recommend an unlimited number of grants in any fiscal year (January 1 – December 31).
12. Minimum Grant Activity
We encourage all members to make grant recommendations on a regular and continuous basis throughout the year. After all, this is the best way to ensure that the funds in your DAF account achieve immediate charitable impact. The DAF monitors account activity periodically to ensure that accounts remain active, and we may contact you if it appears that your account is not in use. If we determine that your account has not been active for a period of 24 months, (e.g., logging in, making a contribution to your DAF account, making an advised donation from your account, or receiving amounts in your account through donations by employer matching programs), the DAF reserves the right, as determined in its sole discretion, to close your account and distribute your inactive DAF balance to: (a) to one or more organization(s) that have previously received distributions from your DAF account, as long as such organization(s) still satisfy the criteria set forth in Section 9 above; or (b) to the DAF’s general charitable operating fund.
13. Inactive Accounts
An account will be deemed inactive if over a consecutive 24-month period there is no activity in the account such as logging in, making a direct donation, receiving amounts in the account through donations by retail and corporate partners or employer matching programs, or making a grant recommendation. We will make every reasonable effort to contact the account holder via e-mail prior to the end of such 24-month period and encourage him/her to engage in some activity with the account. If the account holder(s) does not respond, we may terminate the account and distribute the account balance to one or more organization(s) that satisfy the criteria set forth in Section 12 above.
14. Record Keeping and Reporting
Your DAF account will provide confirmations of all account transactions, usually within one business day after the transaction. Contribution confirmations serve as your receipts, and should be kept with your tax records.
To offset DAF administrative cost of managing and maintaining its DAF accounts, we charge an administrative fee no greater than 4.0% of the amount of the grant to an eligible recipient organization. The DAF reserves the right to change the amount of the administrative fee at any time. You will be notified of the currently applicable fee as part of the donation transaction, and your complete giving history in your account will include a breakout of fees.
In addition to the administrative fee, there is a transaction processing fee (e.g. a credit card fee or bank account draft fee) that is applied to the amount of each donation you make to your DAF account. We will work to obtain the best rates possible for transaction processing.
Under certain conditions, these fees may be paid by sponsors of certain corporate or partner giving programs. If your employer sponsors a charitable giving program that is supported by our DAF, please contact your employer to determine if the employer is covering administrative fees.
16. Contacting Us
If you have any questions about this Donor Agreement, please contact Support@Giv.io, or direct them to our website, listed at the beginning of this Agreement.