This DAFPay Network Nonprofit 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 Participating Nonprofit.

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DPN accepts charitable donations and regrants 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. The representatives of a Participating Nonprofit agree to be bound by this Agreement on behalf of themselves and such organization, and they represent that they have the authority to agree to this Agreement on behalf of such organization. “You” in this Agreement refers to the Participating Nonprofit unless the context otherwise requires or indicates that it refers to any such representative.

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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 Participating Nonprofit, 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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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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Our Relationship with You

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We register qualified nonprofit organizations (“Participating Nonprofits”) and provide information about them to Chariot Users, and users of other websites and services with which we partner. We provide tools and information about registering as a Participating Nonprofit on the Chariot website.

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We accept and process donations, which we distribute to the Participating Nonprofit selected by the Donor, subject to the terms of our Donation Delivery Policy. 

 

Your Eligibility to Be Enrolled With DPN

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Participating Nonprofits must be eligible to receive tax-deductible charitable contributions under Section 170 of the Code (a “Tax-Deductible Organization”) and must meet the requirements to be treated as either a “Public Charity” under Section 509(a) of the Code or a Private Operating Foundation under IRS regulations. Private Non-Operating Foundations and Supporting Organizations are not eligible to become Participating Nonprofits. In addition, your account with Chariot must be in good standing, including remaining confirmed as a charity. You must promptly update and notify us in case of any changes to your status as a Tax-Deductible Organization, and/or if the IRS or any state or local government agency initiates an inquiry into your status. You agree to provide any information that we may reasonably request related to your status as a Tax-Deductible Organization or a Public Charity. We reserve the right to deny or revoke Participating Nonprofit status to any NPO that fails, in our sole discretion and determination, to meet these standards. You acknowledge and consent to our use of third party service providers to review and verify your status as a Tax-Deductible Organization, Public Charity, or Private Operating Foundation.

 

You must be enrolled with DPN and have provided the information we request as part of the enrollment process, such as:

• Your organization’s current legal “Name”,

• Proof of your status as a Tax-Deductible Organization and as a Public Charity or Private Operating Foundation (“Proof of Status”) such as a copy of your 501(c)(3) determination letter from the IRS;

• The e-mail address associated with your account with Chariot.

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You may also complete a “Nonprofit Profile” to become a Participating Nonprofit, which will include:

• A valid, working contact email address;

• An electronic version of your “Logo” that meets our technical requirements; and

• A written “Mission Statement” that describes your charitable purposes.

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You will remain a Participating Nonprofit until this Agreement is terminated for any reason. You acknowledge and consent to our use of third party service providers to review and verify the information in your Nonprofit Profile.

 

You may update your Nonprofit Profile using our online tools or by contacting us. You agree to update your Nonprofit Profile as necessary to maintain its accuracy, or when requested by us. We will treat your Nonprofit Profile according to the terms of our Privacy Policy.

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Your Obligations

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You hereby grant DPN a non-exclusive license to use your Name, Logo and Mission Statement during the term of this Agreement to identify your organization as a Participating Nonprofit on the DPN Website, and other websites and services with which we may partner, as well as related marketing materials, such as marketing emails. We acknowledge that you retain ownership of your trademarks, trade names and servicemarks and any associated goodwill. You also grant permission for your Name to be used in commercial co-ventures that DPN agrees to engage in with its partners, or its partners’ clients.

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Participating Nonprofits bear sole responsibility for complying with all laws, rules and regulations applicable to your activities under this Agreement and to your status as a Tax-Deductible Organization and Public Charity or Private Operating Foundation. You understand that you may have obligations to register under state or local laws regarding charitable solicitations, and that we have no obligation to assist with any such registration. You agree that we have no liability for your failure to register properly. You agree to bear all costs associated with your compliance with such requirements. You agree that, for purposes of state charitable solicitation laws or regulations, nothing in this Agreement is intended to cause DPN in any way to act as a professional fundraiser or fundraising counsel on your behalf.

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Receiving Donations

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We post information about Participating Nonprofits-which may include your Name, Logo and Mission Statement-on the DPN Website, and on other websites and services with which we may partner for purposes of soliciting donations to DAFPay Network. Chariot Users and users of other websites and services will have access to that information through our Services as well as through the websites and services with which we partner.

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You acknowledge that we make no promise that you will receive any donations as a result of your status as a Participating Nonprofit.

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Distributions made under this Agreement will be made into the DPN Confirmed Charity Account identified in your Nonprofit Profile. You agree to take any actions necessary to authorize us to make such transfers to you, and you will not hold us liable if you provide us with inaccurate or incomplete information about your address. Any distribution we may make to you is subject to our Donor Terms of Service and our Donation Delivery Policy.

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Donors initiate grant requests to DPN and not to Participating Nonprofits. We, in turn, make charitable distributions to qualifying Participating Nonprofits that are recommended by Donors, subject to our Donation Delivery Policy. As a result, any donations your organization receives pursuant to this Agreement are made by DPN, not by Donors. DPN retains exclusive legal control over all donations received by it from Donors, and DPN exercises its discretion in making donations to you.

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Pursuant to our Privacy Policy, DPN may disclose to you information about Donors, including name and contact information. You agree that DPN discloses this information to you only for the purpose of enabling you to acknowledge donations, to resolve any issues with donations, and to provide a reasonable amount of information about your charitable work. You become the data controller of the Donor’s personal information that we provide to you for this limited purpose. You must not use the Donor’s personal information for any other purpose without the Donor’s further consent, including but not limited to for marketing purposes. You agree you will obtain consent from Donors to use the information we provide to you for any purpose beyond what is contained in this clause.

 

We reserve the right not to distribute a donation to you (even if you are recommended by a Donor for a particular donation), if, in our sole discretion and determination:

• we are unable to deliver it (e.g., if the address and/or contact information in your Nonprofit Profile is invalid, or delivery would not be in accordance with the Donor Terms of Service and/or Donation Delivery Policy;

• at any time you are in breach of this Agreement;

• you cease to have status as a Tax-Deductible Organization, Public Charity, or Private Operating Foundation, or you have been designated a Supporting Organization by the IRS;

• doing so would cause Us to be out of compliance with applicable laws;

• doing so would bring Us into disrepute; or

• you otherwise cease to qualify as a Participating Nonprofit in good standing.

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In any such case, we reserve the right to redirect any donation to another entity, or to use or dispense with the donation in any manner consistent with our policies and charitable purposes.

 

You agree to promptly return to us the full amount of any donation you receive from us if, when you receive it:

• You have ceased to have status as a Tax-Deductible Organization, Public Charity, or Private Operating Foundation, or you have been designated a Supporting Organization by the IRS;

• this Agreement has terminated;

• You are not a Participating Nonprofit in good standing; or

• We have notified you that a Donor is due a donation refund. We may, in our sole discretion, elect to offset a future donation rather than requesting that you return to us an amount that we have already donated to you.

 

We provide Participating Nonprofits with opportunities to benefit from our programs. Requesting not to participate in any particular program or product will not in general affect your eligibility for others or your status as a Participating Nonprofit.

 

Funds sent by DPN may only be used for charitable purposes. Such funds may not confer an impermissible private benefit on any donor, such as memberships that are not 100% tax deductible, tickets for a charity event, or to honor a legally binding pledge, and may also not be used to engage in, support, or promote hate, violence, terrorist activity, related training of any kind, money laundering, or other illegal activities, whether directly or indirectly through support of, or cooperation with, other persons and organizations engaged in such activities.

 

License and Access to DPN Website

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While you are a Participating Nonprofit, you may access the “Nonprofit Area” and other parts of the DPN Website for the purposes contemplated by this Agreement. During the term of this Agreement and subject to the terms and conditions herein, we grant you a non-exclusive, non-transferable, non-sublicenseable license to download, install and display the software, scripts and other content (e.g., graphics) that we have specifically identified as available for download.

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Certain limitations and restrictions apply to the licenses and rights granted to you in this Agreement. You understand and agree that these licenses and rights may be exercised only by your employees and agents (including volunteers) acting on your behalf, that you are responsible for their conduct in using the DPN Website, and that these licenses and rights may not be assigned to any other person or entity or used on another’s behalf.

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You acknowledge that we own the DPN Website (including the Nonprofit Area) 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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Donation Deductions and Fees

We do not charge you a fee for becoming a Participating Nonprofit or for using the DAFPay Network services as a registered nonprofit. Our partners may choose to charge fees on donations made through their platforms, and they will disclose such fees on their platforms.

 

Taxes

Notwithstanding your status as a Tax-Deductible Organization, you will be responsible for all sales, use, value added or other similar taxes, duties, levies, charges or assessments applicable or payable in connection with donations made to your organization pursuant to this Agreement.

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Warranties and Disclaimers

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You represent and warrant to us that:

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• you are, and at all times during the term of this Agreement will remain, a Tax-Deductible Organization with Private Operating Foundation or Public Charity status described in sections 501( c )(3) and 509(a) of the Code. You will promptly notify DPN if you are designated as a Private Non-Operating Foundation or Supporting Organization by the IRS;

• you will utilize donations received from DPN in a manner that is consistent with such status;

• you will at all times use our services in compliance with all applicable laws, rules and regulations, including any requirements governing charitable status and solicitation of charitable donations;

• all information provided by you in your Nonprofit Profile is true and accurate at all times;

• you have the right to provide all information provided by you in your Nonprofit Profile or otherwise, the right to authorize us to use this information as contemplated herein, and the right to enter into this Agreement on behalf of your organization;

• you have the right to grant the licenses to DPN hereunder; and our use, as contemplated by this Agreement, of materials or rights licensed hereunder, will not infringe the intellectual property rights or similar rights of any third party;

• 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, THE NONPROFIT AREA AND NONPROFIT PROFILE FOR CHARITABLE PURPOSES, AND NOT FOR COMMERCIAL, FOR-PROFIT PURPOSES. YOU ACKNOWLEDGE THAT THE DPN WEBSITE, THE NONPROFIT AREA AND NONPROFIT PROFILE, 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 OR THE NONPROFIT AREA AND NONPROFIT PROFILE. NO REPRESENTATION OR WARRANTY IS MADE THAT OPERATION OF THE DPN WEBSITE (INCLUDING THE NONPROFIT AREA AND NONPROFIT PROFILE) WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE DPN WEBSITE (INCLUDING THE NONPROFIT AREA, AND NONPROFIT PROFILE) WILL OPERATE AS EXPECTED OR WILL MEET YOUR PARTICULAR NEEDS OR PURPOSES. YOU ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING ANY LEGAL REQUIREMENTS TO WHICH YOUR ORGANIZATION MAY BE SUBJECT, SUCH AS, BY WAY OF EXAMPLE, ANY REGISTRATION REQUIREMENTS RELATED TO CHARITABLE SOLICITATIONS; NOR DO WE MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE APPLICABILITY OF TAX LAWS TO YOUR ORGANIZATION OR TO ANY DONOR’S ABILITY TO OBTAIN A TAX DEDUCTION OR OTHER TAX BENEFITS IN CONNECTION WITH DONATIONS MADE TO DPN. YOU ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES TO YOU THAT YOU WILL RECEIVE ANY MINIMUM AMOUNT OF DONATIONS OR ANY DONATIONS AT ALL UNDER THIS AGREEMENT.

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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 RECEIVED FROM 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 (E.G., AN ASSOCIATION OF NONPROFIT ORGANIZATIONS OR AGENT), OR TO PERFORM ON YOUR BEHALF (E.G., TO RECEIVE AND PROCESS ANY DONATIONS MADE TO YOU), 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 (and cancel your status as a Participating Nonprofit) 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 and/or the Nonprofit Area 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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After termination of this Agreement, we will exercise reasonable efforts to promptly remove your Name, Mission Statement and Logo from the DPN Website. Upon such removal, the licenses you have granted to us in such materials will expire.

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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.

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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

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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.

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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.

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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

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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

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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.

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Continuation

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

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

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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 in your Nonprofit Profile 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.

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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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“Donors” means users of websites and services who make a donation to us with a recommendation to send that amount to any Participating Nonprofit.

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“Logo” means your organization’s trademark, servicemark or other graphic representation by which your organization identifies itself.

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“Mission Statement” means a written description of your organization’s charitable purpose and/or activities.

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“Name” means your organization’s current legal name.

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“Nonprofit Area” means the non-public portion of the DPN Website that is restricted by username and password authentication, where you can update your Nonprofit Profile and access information about grants from DPN.

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“Nonprofit Profile” means the online profile on the DPN Website that is described above.

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“Participating Nonprofit” means a nonprofit organization that meets the requirements of this Agreement, has enrolled, has been approved by us, and has not breached this Agreement.

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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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“Chariot Users” means any persons or entities using the services or websites operated by Chariot Giving, Inc. and its affiliates.

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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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“Proof of Status” means written or electronic proof of your status as a Tax-Deductible Organization and Public Charity or Private Operating Foundation.

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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