This DAFPay Network Donor Terms of Service (“Agreement”) is a contract between you and DAFPay Network, Inc. (together with any third party providing services on behalf of DAFPay Network, Inc., including but not limited to Chariot Giving, Inc., and collectively referred to herein as “DPN,” “we,” “us,” or “our”) and explains our commitments to you and our requirements of you as a donor using our websites, subdomains, and any other websites or mobile applications referencing, embedding or linking to these Terms of Service.

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DPN accepts charitable donations and makes grants to charitable organizations in furtherance of its charitable mission. DPN is organized as an exempt (nonprofit) corporation under the law of the State of Delaware and is recognized by the Internal Revenue Service (“IRS”) under Section 501(c)(3) of the Code as a tax-exempt public charity.

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This Agreement supersedes any prior Terms of Service. You represent that you are legally able to accept these Terms of Use, and affirm that you are of legal age to form a binding contract, or have obtained parental or guardian consent to do so. If you do not agree to these Terms of Use, you may not use DAFPay Network. If you are using DAFPay Network on behalf of an organization, you agree to be bound by these Terms of Use on behalf of yourself and such organization, and represent you have the authority to agree to these terms on behalf of such organization. If you do not have such authority, you may not use DAFPay Network on behalf of such organization.

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We reserve the right to change this Agreement at any time. Such changes will be effective when posted, provided that we may only amend the alternative dispute resolution, venue and time limit of claims provisions to the extent allowed by applicable law. Except as otherwise expressly stated in such a posting, all amended terms shall automatically be effective and legally binding upon you 14 days after having been posted on the DPN Website. Your continuation as a donor, and/or your continued access to or use of the DPN Website after such 14 day period will constitute your complete consent and acceptance to all such amended terms. If you do not accept the amended terms you may terminate this Agreement as set forth in this Agreement. Apart from such posting by us, this Agreement may not otherwise be amended except in a written document (i) that expressly references this Agreement and/or any affected amended terms as posted by us and (ii) that is executed by both you and us.

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By using our Services, you (i) agree that these Terms are supported by reasonable, valuable and sufficient consideration, (ii) acknowledge the receipt of such consideration, and (iii) state that you have read and understand, and agree to be bound by, these Terms. If you do not agree to these Terms, you are not permitted to use DPN.

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NOTE: THESE TERMS OF USE CONTAIN A BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISION IN THE “BINDING ARBITRATION” SECTION BELOW THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS OF USE AND WITH RESPECT TO ANY “DISPUTE” (AS DEFINED BELOW) BETWEEN YOU AND US OR OUR AFFILIATES. YOU HAVE A RIGHT TO OPT OUT OF THE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS AS FURTHER DESCRIBED IN THE “BINDING ARBITRATION” SECTION BELOW.

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Making Donations and Your Obligations

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By making a donation to DPN, you understand and agree that:

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Your donation is made to DAFPay Network Inc., a nonprofit recognized by the Internal Revenue Service ("IRS") under Section 501(c)(3) of the Code as a tax-exempt public charity. DPN receives donations and regrants those donations to charities. DPN will only make donations to organizations that qualify and have been recognized by the IRS as public charities under Sections 509(a)(1) or 509 (a)(2) of the Code, or foreign organizations that, in the sole discretion and determination of DPN, are the equivalent of US public charities or conduct programs that would qualify as charitable and educational under US law. DPN will not send funds directly to individuals, supporting organizations, or non-operating private foundations.

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When you make a donation to DPN, DPN holds exclusive discretion and control over the funds. DPN has pre-approved certain entities as eligible grantees, which are organizations that DPN has determined meet its standards and to which grants further DPN’s own exempt purpose. If you make a contribution to DPN and indicate that you would like to support a specified eligible grantee, DPN will attempt to ensure that a concomitant grant is made by DPN to the eligible grantee. At all times, however, DPN retains exclusive discretion and control over the funds and has sole discretion of whether to make a grant and, if so, the proper eligible grantee. DPN does not sponsor donor advised funds within the meaning of section 4966. Your contribution will not be designated in a separate account; rather, it will be held in DPN’s general fund.

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You acknowledge that any donations made by DPN will be made in accordance with DPN's Donation Delivery Policy. You understand that DPN, as required by law, retains exclusive legal control over all donations and may redirect funds to a similar qualifying charitable organization if it is unable to follow your recommendation.

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As required by law, in order for your donation to a nonprofit, such as DPN, to be considered tax-deductible, it must be a final and irrevocable gift to DPN. Refunds may only be granted in exceptional circumstances, in accordance with our Donation Refund Policy, and only when the funds have not already been sent by DPN to another charity.

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Your personal data, including your name, email address, and physical address (if on file) will be treated in accordance with our Privacy Policy, and unless you have elected to donate anonymously, will be shared with charities who are enrolled with DPN that benefit from your donations to DPN. Your data will not be shared with charities not enrolled with DPN, since they have not provided a secure means for us to transmit that data, and have not agreed to use information about you in accordance with the terms of our Privacy Policy.

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DPN does not charge any fees for donations made to it to enrolled DPN charities. However, certain partners may deduct from your contribution processing or platform fees pursuant to those partners' policies. You acknowledge that partners may deduct such fees, which they will disclose to you at the time that you complete a donation to DPN using their site(s) or services.

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License and Access to DPN Website

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You acknowledge that we own the DPN Website and all associated intellectual property rights. All rights that are not expressly granted to you by this Agreement are expressly reserved by Us.

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You understand that this Agreement does not grant a license or any other right to access or to use Chariot services or the services of our partners. Your use of those services remains subject to the terms and conditions of any agreement between you and those partners, and/or between you and Chariot, as applicable.

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Warranties and Disclaimers

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You represent and warrant to us that you will not disparage DPN, DAFPay Network, Chariot, any other Participating Nonprofit, or any partner or sponsor of DPN identified within the DPN Website; and you will at all times comply with the terms and conditions of this Agreement and any terms of use or other agreements you may have with Chariot and/or any partners of DPN.

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You agree to indemnify, hold harmless, and, at our option, defend DPN and its officers, directors, employees, licensees, agents and vendors from and against all claims, costs, losses, damages, expenses (including attorneys’ fees and court costs) and liabilities arising from your breach or alleged breach of any obligation, covenant, representation or warranty under this Agreement. If DPN requires you to provide defense of any matter for which indemnity is or may be due hereunder, DPN may participate in such defense by counsel of its choice at its own expense. You will not settle any claim for which indemnity is due hereunder unless such settlement completely and forever releases DPN and the other indemnified parties with respect to such claim, or unless DPN provides its prior written consent. Any settlement imposing or requiring DPN to take or refrain from taking any action will require the prior written consent of DPN.

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WE MAKE AVAILABLE THE DPN WEBSITE FOR CHARITABLE PURPOSES, AND NOT FOR COMMERCIAL, FOR-PROFIT PURPOSES. YOU ACKNOWLEDGE THAT THE DPN WEBSITE, AND OUR PERFORMANCE HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS, AND WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, DATA ACCURACY OR SYSTEM INTEGRATION. NO WARRANTY IS MADE BY US ON THE BASIS OF TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. YOU ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE PERFORMANCE, EFFICIENCY OR AVAILABILITY (INCLUDING “UPTIME”) OF THE DPN WEBSITE. NO REPRESENTATION OR WARRANTY IS MADE THAT OPERATION OF THE DPN WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE DPN WEBSITE WILL OPERATE AS EXPECTED OR WILL MEET YOUR PARTICULAR NEEDS OR PURPOSES. YOU ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE APPLICABILITY OF TAX LAWS TO YOUR ABILITY TO OBTAIN A TAX DEDUCTION OR OTHER TAX BENEFITS IN CONNECTION WITH DONATIONS MADE TO DPN.

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IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT OUR CUMULATIVE LIABILITY AND THAT OF OUR AFFILIATES, AND OF ANY OF OUR OR THEIR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, AGENTS OR VENDORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM IN ANY WAY ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION IN CONTRACT, TORT OR STRICT LIABILITY WILL NOT EXCEED THE GREATER OF (I) THE AMOUNT YOU HAVE ACTUALLY DONATED TO US, IF ANY, PURSUANT TO THIS AGREEMENT, OR (II) $5,000. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. IF YOU HAVE AUTHORIZED ANY THIRD PARTY TO ENTER THIS AGREEMENT ON YOUR BEHALF, OR TO PERFORM ON YOUR BEHALF, YOU UNDERSTAND AND AGREE THAT YOU ARE RESPONSIBLE FOR THE ACTS AND OMISSIONS OF THAT THIRD PARTY, AND WE HAVE NO RESPONSIBILITY UNDER THIS AGREEMENT OR ANY LIABILITY TO YOU ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH THAT THIRD PARTY’S ACTS OR OMISSIONS. YOU ACKNOWLEDGE THAT THE PROVISIONS OF THIS PARAGRAPH AND THE PRECEDING PARAGRAPH FORM AN ESSENTIAL BASIS OF THE ARRANGEMENT BETWEEN YOU AND US, AND ABSENT THE DISCLAIMERS, LIMITATIONS AND EXCLUSIONS OF OUR LIABILITY SET FORTH ABOVE, THE TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

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BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THE LIABILITY OF OUR AFFILIATES, AND OUR AND THEIR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, REPRESENTATIVES, AGENTS OR VENDORS, IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.

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Term and Termination

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This Agreement becomes effective when you have accepted it by following the instructions on the DPN Website. Once in effect, this Agreement will continue until terminated by either of us.

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You may terminate this Agreement at any time and for any reason by providing 7 days advance written notice to us.

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If you breach this Agreement at any time, you will not be considered to be in good standing. We may suspend your access to the DPN Website if we determine in our sole discretion that we will not permit you to remedy a breach. We may terminate this Agreement at any time and for any reason by providing notice to you in accordance with this Agreement.

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Neither you nor DPN shall have any obligation to each other following the termination of this Agreement, except those obligations that survive this Agreement, as set forth below.

 

All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, confidentiality obligations, intellectual property ownership, warranty disclaimers, indemnification obligations, and limitations of liability.

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Applicable Law; No Waiver; Severability

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These Terms of Use, and the relationship between you and us, will be governed by the law of the United States and the State of New York, without giving effect to any principles of conflicts of law. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Our failure to partially or fully exercise any right will not be considered a waiver of that right unless we so state in writing to you. The waiver of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement. Any remedies made available to us by the terms of this Agreement are cumulative and are without prejudice to any other remedies that may be available to us in law or equity. Should any provision of this Agreement be held by a court or other tribunal of competent jurisdiction to be void, illegal, unlawful, invalid, inoperative, or unenforceable, the remaining provisions of this Agreement shall not be affected and shall continue in full force and effect, and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity and to give effect to intentions reflected in such provision.

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Binding Arbitration

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Other than those matters described under ‘Exclusions from Arbitration’ below, you and we agree that all disputes, claims, or controversies arising out of or relating in any way to this Agreement (including the validity, enforceability or scope of this Section), the DAFPay Network or any content or services thereon (each, a “Dispute”), that cannot be resolved through negotiation in accordance with the ‘Notice of Dispute; Negotiation’ clause below, shall be settled by final binding arbitration, in accordance with the terms of this Section and to the extent permitted by law. Arbitration means that the Dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury. An arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. You agree that the U.S. Federal Arbitration Act applies to this agreement.

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Exclusions from Arbitration

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YOU AND WE AGREE THAT ANY CLAIM FILED BY EITHER PARTY IN SMALL CLAIMS COURT IS NOT SUBJECT TO THE ARBITRATION TERMS CONTAINED IN THIS SECTION. WE ALSO BOTH AGREE THAT YOU OR WE MAY BRING SUIT IN COURT TO ENJOIN INFRINGEMENT OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS.

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RIGHT TO OPT OUT OF BINDING ARBITRATION AND CLASS ACTION WAIVER

 

IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION AND CLASS ACTION WAIVER IN THIS SECTION, YOU MUST NOTIFY US IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU ACCEPT THIS AGREEMENT. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO US BY CERTIFIED MAIL RETURN RECEIPT REQUESTED AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, (3) YOUR ACCOUNT INFORMATION, IF APPLICABLE, AND (4) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION.

 

Notice of Dispute; Negotiation

IF YOU HAVE A DISPUTE WITH US, YOU MUST SEND WRITTEN NOTICE TO US AT THE ADDRESS ABOVE TO GIVE US THE OPPORTUNITY TO RESOLVE THE DISPUTE INFORMALLY THROUGH NEGOTIATION.

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You agree to negotiate resolution of the Dispute in good faith for no less than sixty (60) days after you provide notice of the Dispute. If we do not resolve your Dispute within sixty (60) days from receipt of notice of the Dispute, either party may pursue a claim in arbitration pursuant to the terms of this Section.

 

Initiation of Arbitration Proceeding

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If you or we have a Dispute with such party elects to resolve through arbitration, the party initiating the arbitration proceeding shall initiate it with the American Arbitration Association (“AAA”) under its rules and procedures, as modified by this Section. The AAA’s rules are available at www.adr.org. A form for initiating arbitration proceedings is available on the AAA’s site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, you must mail a copy of the completed form to us to initiate arbitration proceedings. Our address is listed in these terms and conditions under “Copyright Infringement Notices.”

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You and we agree to treat the arbitration proceedings and any related discovery confidential. The terms of this Section govern in the event they conflict with the rules of the AAA.

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Location of Arbitration

 

The arbitration proceedings shall be held in New York County, New York, unless you can demonstrate that arbitration in New York County would create an undue burden to you. If you can demonstrate that arbitration in New York County would create an undue burden to you, we may allow you to initiate the arbitration in your home state.

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Class Action Waiver

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YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE SPECIFICALLY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER SITE USERS.

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Severability

 

If any clause within this Section (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Section, and the remainder of this Section will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Section will be unenforceable, the Dispute will be decided by a court, and you and we each agree to waive in that instance, to the fullest extent allowed by law, any trial by jury.

 

Continuation

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This Section shall survive any termination of the provision of the associated services to you.

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Governing Jurisdiction

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ANY DISPUTE NOT SUBJECT TO ARBITRATION AND NOT INITIATED IN SMALL CLAIMS COURT WILL BE LITIGATED BY EITHER PARTY IN A COURT OF COMPETENT JURISDICTION ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IF SUCH COURT WOULD NOT HAVE JURISDICTION OVER THE MATTER, THEN ONLY IN A NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK. EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THESE COURTS AND AGREES NOT TO COMMENCE ANY LEGAL ACTION UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THESE TERMS OF USE IN ANY OTHER COURT OR FORUM. EACH PARTY WAIVES ANY OBJECTION TO THE LAYING OF THE VENUE OF ANY LEGAL ACTION BROUGHT UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THESE TERMS OF USE IN THE FEDERAL OR STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, AND AGREES NOT TO PLEAD OR CLAIM IN SUCH COURTS THAT ANY SUCH ACTION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

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Claims

YOU AGREE THAT REGARDLESS OF ANY LAW TO THE CONTRARY (INCLUDING ANY RELEVANT STATUTES OF LIMITATION), ANY CLAIM OR CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO USE OF THE DAFPAY NETWORK, OR THESE TERMS OF USE, MUST BE FILED BY YOU WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ACCRUED OR BE PERMANENTLY BARRED.

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Other

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These Terms of Use and any additional terms and conditions or policies that are referenced herein (including without limitation the Privacy Policy AND Donation Delivery Policy), constitute the entire agreement between us and you with respect to the Site. You may not assign this Agreement without our prior written consent; any attempted assignment in violation of the foregoing will be null and void. We may assign this Agreement to any third party without your consent. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the respective successors and permitted assigns of you and us.

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These Terms of Use are not intended to benefit any third party, and do not create any third-party beneficiaries. Accordingly, these Terms of Use may only be invoked or enforced by you or us.

You acknowledge that nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship, and neither party is acting as an agent of the other party. For purposes of clarity, neither party has any authority to make any commitments on behalf of the other party or to purport to bind the other party in any manner or to any extent.

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We may give notice pursuant to this Agreement by any means of contact and notice will be effective when sent. If you fail to provide valid and current contact information as required, you waive your right to receive notices under this Agreement during the period of such failure. Notices may also be given by posting information within the DPN Website and, except as otherwise specified herein, will be deemed effective when posted. Notices from you to us must be given by email or other means provided within the DPN Website and will be deemed given when actually received by us.

The headings and subheadings are for reference only and do not limit the terms or application of the applicable section.

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In addition to any other capitalized term used and defined herein, the following definitions shall apply to this Agreement:

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“Agreement” means this agreement (including all subsequent amendments) and all incorporated documents and policies.

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“Code” means the Internal Revenue Code of 1986, as amended.

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“DPN Website” means any website owned and/or operated by DPN, including www.dafpaynetwork.org and its subdomains, or any website owned and/or operated by DPN’s vendors, including givechariot.com and its subdomains.

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“Privacy Policy” means our privacy policy, as updated from time to time, as found on the DPN Website.

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“Public Charity” means a Tax-Deductible Organization that meets the requirements to be treated as a public charity as described in Section 509(a) of the Code.

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“Tax-Deductible Organization” means a nonprofit that is eligible to receive tax-deductible charitable contributions under Section 170 of the Code.

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Last Updated: January 2, 2024