Givingism, LLC, a Washington limited liability company (“Givingism”) owns and operates an online marketplace known as Givingism (the “Marketplace”).  Givingism gives a portion of its profits to qualifying nonprofits (the “Nonprofits”). This giving of a portion of profits to qualifying nonprofits is the “Program” and the amounts given to Nonprofits are referred to as the “Gifts.”  As a part of the Program, Marketplace buyers are able to choose the Nonprofit that will benefit from certain portions of the profit associated with the buyer’s purchase.  If buyers do not make a selection or if certain criteria are not met that allows a buyer’s selection to apply, Givingism selects the Nonprofit.

Any entity (hereinafter “You” or “Your”) that applies to participate in the Program, agrees, as a part of that application (the “Application”), to be bound by the terms and conditions of this Givingism Non-Profit Program Participation Agreement (the “Agreement”) without change as this Agreement may be updated from time to time.  This Agreement is between You and Givingism.  Givingism reserves the right to change the terms of this Agreement at any time in its sole discretion.  Any changes will be effective upon posting of such updates on the page on the Marketplace that contains the Marketplace’s terms and conditions, policies and procedures, and other information for Nonprofits regarding the Program or by notifying You of the change via the email address You provide to us in your Application (or such other email that you have requested us to use so long as we have been notified of such other email). You are responsible for reviewing such postings or other notifications regarding any applicable changes. Your continued participation in the Program, including accepting any Gift, constitutes your acceptance of such changes. If you do not agree to any changes, you must inform Givingism immediately that you are opting out of the Program.

1. Use of Gifts.  You are solely responsible for how You use Gifts and for ensuring that such use confirms with the mission statement or other descriptions You provide in the Application and applicable law (including that donations be used for an exempt purpose and not to pay a binding pledge or otherwise provide any private benefit).

2. Payment. Givingism’s gift of funds to You from time to time during Your participation in the Program is conditioned upon compliance by You with this Agreement as it may be modified from time to time.  Further, You acknowledge that being accepted into the Program does not obligate Givingism to make any Gift to you.  Your acceptance into the Program does not constitute an actual or implied promise of giving by Givingism.  A buyer directing certain portions of the profit associated with the buyer’s purchase to You does not in any way obligate Givingism to make a Gift  to you and Givingism reserves the right at any time to terminate your participation in the Program and redirect such amounts.

3. Information and Eligibility.  You may be required to provide certain information (including personal information) to participate in the Program and to verify your eligibility to participate in the Program and Givingism may update the criteria for eligibility from time to time.

4. Representations and Warranties.  For so long as You are a participant in the Program, You represent and warrant to Givingism as follows:

1. You are a public charitable organization that is registered and in good standing with the IRS as a tax-exempt organization under Section 501(c)(3) of the Code. You will promptly notify Givingism of any changes in your status as a tax-exempt organization under Section 501(c)(3) of the Code. You are responsible for any reporting or other tax or regulatory obligations incurred by You regarding Grants received as a participant in the Program.

2. You are exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (“Code”) and are not a private foundation under Section 509(a) of the Code.

3. You are located in one of the 50 U.S. states or the District of Columbia.

4. You do not and will not engage in, support, encourage, or promote intolerance, hate, terrorism, violence, money laundering, or other illegal activities.  You do not and will not receive resources or support from, or associate in any way with any individual or entity that supports, encourages, or promotes intolerance, hate, terrorism, violence, money laundering, or other illegal activities.

5. You will not use any portion of the Gift to participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office, to induce or encourage violations of law or public policy, to cause any improper private inurement or private benefit to occur, or to take any other action inconsistent with the Code or other applicable law.

6. You are responsible for maintaining the security of your account and your login credentials, and you will be responsible for any actions taken using your account credentials.

7. You are responsible providing complete and accurate information and keeping such information up to date, and you are responsible for any liability or damages arising from false, fraudulent, or incomplete information. 

8. While Givingism may endeavor to provide You with reasonable records or receipts of Gifts, you are ultimately responsible for keeping your own records and making appropriate backups – Givingism will not be responsible for any loss of data in its possession or control.

5. Content; Ownership and License

"Content" means all information, data, text, software, music, sound, photographs, graphics, video, messages, or other material or content that are displayed, used, or otherwise incorporated into the Platform.

"Your Content" means any Content submitted to Givingism by you, including without limitation any donation impact videos.

1. All Content other than Your Content (as defined below) is owned by Givingism or our third-party licensors and is protected by applicable copyright, trademark, and/or other intellectual property laws. Nothing contained on the Marketplace should be construed as granting any license or right to use any of the Content without Givingism’s written permission.

2. If you believe that any Content infringes on your copyrights or that your intellectual property rights have been otherwise harmed, immediately notify our designated copyright agent by emailing support@givingism.com. Your notice must comply with the requirements of the Digital Millennium Copyright Act (DMCA) by including the following: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Our goal is to follow DMCA safe harbor provisions with regard to infringement claims. In addition to those outlined above, we will follow notice and take down provisions when our copyright agent is notified that  Content is allegedly infringing material.

3. If you infringe third party copyrights (e.g., by submitting Content without permission), whether proven or alleged, it is our policy to terminate your participation in the Program.

4. By submitting any of Your Content to Givingism, you: (i) represent and warrant that you have all right, title, and interest to do so; (ii) acknowledge that Your Content will not be treated as confidential, and may be publicly visible via the Marketplace; (iii) grant us and our affiliates a non-exclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, and fully transferable and sublicensable license to use, reproduce, display, perform, modify, transmit, distribute and create derivative works of Your Content in any media and for any purpose whatsoever (including to operate, maintain, improve, and promote the Marketplace and the Program and to disclose any Gift made to You) without attribution or compensation; and (iv) irrevocably waive any claims of moral rights, privacy, publicity, or similar rights in any of Your Content. If you provide feedback, suggestions, improvements, or requests for additional functionality (collectively, "Feedback"), you grant us an unrestricted, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, display, perform, modify, transmit, distribute, and create derivative works of such Feedback in any way we deem reasonable, without any attribution or accounting to you. 

7. Publicity by You. If You wish to use Givingism’s name or logo, You will obtain Givingism’s written permission at least two weeks before using Givingism’s name or logo. You will promptly stop using Givingism’s name or logo if requested by Givingism or if Your participation in the Program is terminated.

8. Independence.  You and Givingism are and will remain independent contracting parties. Your participation in this Program and this Agreement does not create a partnership, joint venture, employment, fiduciary, or similar relationship for any purpose.  Neither you nor Givingism has the power or authority to bind or obligate the other to a third party or commitment in any manner. 

9. Indemnification. You will defend, indemnify, and hold harmless Givingism and its directors, officers, employees, agents, and assigns against all claims, liabilities, losses, damages, and  expenses, including, without limitation, attorneys’ fees, which arise directly or indirectly from Your performance under or breach of this Agreement or your participation in the Program.   You will release, defend, indemnify, and hold us, our past, present, and future affiliates, licensors, licensees, marketing partners, and suppliers, together with their respective officers, directors, employees, and agents, harmless from and against any damages, losses, claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from Your Content, any Gifts received by you, or your violation of this Agreement. We may opt to defend such claims at our sole discretion, in which case you will indemnify us for the costs of such defense. California residents hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party."

10. Termination.

1. By Givingism.  Givingism may terminate Your participation in the Program at any time for any reason.  Such termination will be immediate. 

2. By You.  You may terminate your participation in the Program at any time for any reason.  Such termination will be effective upon Givingism’s receipt from you or written notice of your decision to terminate your participation in the Program.

3. Effect of Termination.  The following provisions of this Agreement will survive Your termination from the Program:  Section1, 4, 5, 6, 7, 8, 9, 10 and 11. 

11. Right to Recover. Givingism reserves the right to recover from You any Gift made to You if at the time of the Gift the representations and warranties made by You in this Agreement were not true or accurate. 

12. Miscellaneous.

1. Integrated Agreement.  This Agreement constitutes the complete integrated agreement between the You and Givingism concerning the subject matter of this Agreement. All prior and contemporaneous agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter of this Agreement are superseded in their entirety by this Agreement. To the extent you are already a party to an agreement with Givingism regarding your participation in the Program, the terms and conditions of that agreement are hereby terminated and replaced in their entirety with the terms and conditions of this Agreement but you will continue to comply with all your surviving obligations under that agreement.

2. Responsibility for Affiliates and Agents.  You will be responsible for any actions taken by your affiliates, agents, or other third parties on your behalf in connection with this Agreement.

3. Governing Law.  This Agreement is governed by and will be construed in accordance with the laws of the State of Washington without regard to its principles of conflicts of law. For any dispute not subject to arbitration or which cannot be heard in small claims court, you agree to exclusive jurisdiction of the federal and state courts located in Whatcom County, Washington, and waive any jurisdictional, venue or inconvenient forum objections to such courts.

4. Assignment.  You may not assign this Agreement or any of your rights or obligations hereunder without Givingism’s prior written consent.  Givingism can assign its rights in this Agreement to any affiliate or successor in interest without your consent.

5. Ongoing Warranties.  Except as otherwise expressly provided herein, the representations and warranties made in this Agreement are continuous in nature and will be deemed to have been given by You at the execution of this Agreement and each stage of performance of this Agreement.

6. Confidentiality.  You may have entered a separate confidentiality agreement with Givingism or its affiliates. This Agreement does not limit your obligations under that agreement. In addition, you will treat as confidential, and may not disclose to any third party, any information or communication from, on behalf of, or with Givingism regarding your compliance with this Agreement.

7. Severability.  In the event that any provision of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, such provision (or part thereof) shall be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, while the remainder of this Agreement shall continue in full force and remain in effect according to its stated terms and conditions.

Waiver.  The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.