Giver Terms of Use

Effective Date: October 22, 2020

Welcome and thank you for your interest in Uncommon Giving! We are so incredibly proud to welcome you into the Uncommon Giving family and to walk alongside you on your very own journey of generosity!

PLEASE REVIEW THESE TERMS CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS AND CONTAIN A MANDATORY ARBITRATION PROVISION AND A WAIVER OF CLASS ACTION REMEDIES.

These Giver Terms of Use (these "Terms") form a binding legal agreement between UGIV, LLC, a Delaware limited liability company (" UGIV"), Uncommon Charitable Impact, Inc., an Arizona nonprofit corporation ("UCI", and together with UGIV, "we", "us", or "our") and you regarding the use of the donation processing platform, digital wallet, DAFs (as defined below), and related offerings and services (collectively, the "Platform") available on this website.

These Terms apply to users who register a giver account through the Platform. Please review these Terms carefully. By registering a giver account through the Platform, you agree to be bound by these Terms. We may update these Terms from time to time in our discretion. We will always keep the current version of these Terms posted on this website. By using the Platform after a new version of these Terms have been posted, you agree to the terms and conditions of such version of these Terms. If you do not agree to these Terms, you must immediately cease your use of the Platform as a giver.

UGIV AND UCI; PAYMENT

UGIV is a for-profit limited liability company that owns and operates the software and technology on which the Platform is based, and may create and market Giving Funds (as described below). UCI is a nonprofit corporation that receives donations from givers through the Platform, administers DAFs, and grants donations to the designated nonprofits (a person or entity such as a nonprofit organization with a nonprofit profile or account on the Platform and eligible to receive grants by UCI) and qualified individuals (an individual that meets applicable criteria to be eligible for direct tax-exempt donations from Givers).

UGIV and UCI may each assign or delegate certain tasks in connection with the Platform to their affiliates or service providers. Without limiting the generality of the foregoing, UCI may engage (and pay) UGIV to perform certain operational and administrative tasks on its behalf.

When you make a donation through the Platform, you may be given the option to add additional amounts to cover processing fees and/or as a tip to us. Additional amounts for processing fees are used to cover the processing fees incurred in processing your transaction (e.g., credit card merchant fees). If you do not choose to add such amounts, such fees will be charged to the applicable nonprofit. Tips are an optional amount you can donate to help UCI cover its costs operating as a charity, and are not passed on to nonprofits. We may charge nonprofits fees for participating in the Platform and in Giving Funds, and (to the extent not covered by Givers) processing fees.

By providing us a payment card or other payment method information, you authorize us to charge you for the designated amounts on a one-time or recurring basis, as selected by you. You acknowledge and agree that we may use one or more third-party payment processors to facilitate donations and other payments made through the Platform, and that such payment processors will receive sufficient information regarding you and your payment method as needed to process such payments. We may impose a reasonable hold period on donated amounts, for funding confirmation and anti-fraud purposes.

When you create an account on the Platform, a digital wallet will be created for you. The digital wallet lets you access your payment methods and contains a history of your donation activity through the Platform. Additionally, your digital wallet contains a giver-advised fund ("DAF") feature. You can make a donation directly to a designated nonprofit or qualified individual using any of the available payment methods. Alternatively, you can choose to fund your DAF by leaving funds in your digital wallet. Because the DAF is held and managed by UCI (and is nonrefundable), this allows you to recognize tax-deductible status for your contribution at the time you fund your digital wallet (to the extent permitted by law). You can subsequently recommend grants from your DAF to nonprofits or qualified individuals on the Platform. Only qualified IRC §501(c)(3) public charities or private operating foundations are nonprofits and can be recipients of your grants or contributions. No goods or services can be received in exchange. If you have no relevant account activity (in the form of funding your DAF or designating charitable distributions from your DAF) for twelve months, UCI may assess up to a $1 monthly inactive fee which will be placed in UCI’s general operating account for use in its discretion.

All payments are non-refundable unless otherwise expressly stated. If we are unable to grant your donation to the designated nonprofit or qualified individual (for example, if they fail to provide us payment instructions), we will deposit the funds in your DAF for subsequent distribution (or, if the designated nonprofit or qualified individual has not claimed an account on the Platform, we may make the donation via physical check, in which case we may deduct additional processing fees). Refunds to the original form of payment are generally not available, although we offer such refunds if we become aware and have a reasonable basis to believe a payment was fraudulently made.

GIVING FUNDS

UGIV may from time to time create and market "Giving Funds", which are groups of nonprofits (e.g., organized by common causes, location, etc.). Inclusion in a Giving Fund does not constitute any particular endorsement or recommendation by us of the designated nonprofits. Nonprofits pay UGIV a management fee to be included in a Giving Fund. Donations made to a Giving Fund will be allocated between participating nonprofits in a manner determined by UGIV (typically pro rata, unless UGIV expressly indicates another allocation applies).

GIVER RESPONSIBILITIES

As a giver, you agree and acknowledge the following:

  • You will be required to provide certain information (including personal information) to register your account as a giver on the Platform, and you will be required to provide additional information, including payment information, to complete a donation.
  • 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.
  • Such information may be shared as described in our privacy policy.
  • You are responsible for ensuring you provide complete and accurate information and keep such information up to date, and you are responsible for any liability or damages arising from false, fraudulent, or incomplete information.
  • Even though we may endeavor to provide you with reasonable records or receipts of your donations, you are ultimately responsible for keeping your own records and making appropriate backups – we will not be responsible for any loss of data in our possession or control.
  • Even though we may endeavor to screen nonprofits and qualified individuals for tax-exempt status or other qualifications, ultimately you are responsible for ensuring you comply with any local, state, national, or other rules and regulations regarding tax treatment, deductions, and credits.
  • You are solely responsible for selecting the nonprofits and qualified individuals to which you donate – we simply provide a platform to facilitate donations, but do not endorse any particular nonprofits (even those included in a Giving Fund).
  • We are not responsible for how nonprofits use your donation, though they are required to use for qualifying IRC §501(c)(3) charitable purposes. No instructions, restrictions, or preferences expressed by you in the course of your donation will be binding on the nonprofit that receives such donation. We may offer you the ability to provide a comment on why you are giving, and we may pass that comment along to the applicable nonprofit, but this will not create a binding obligation on the nonprofit.
  • As relates to any funds in your DAF, such funds are nonrefundable and UCI has ultimate discretion on how to charitably disburse such funds (but will consider in good faith your advisement and directions regarding such disbursements).
  • You affirm and agree not to fund any organization or activity that involves monetary transfers for the purpose of influencing an act or decision of an official of any government or the United States government (including a decision not to act) or inducing such a person to use his or her influence to affect any such governmental act or decision in violation of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the "FCPA").
  • You agree not to use this platform or your funding to do business with, maintain accounts for, or handle transactions or monetary transfers for foreign countries or foreign nationals listed under applicable sanctions program. You agree not to attempt to provide funding to or through any state sponsors of terrorism as designed by the US Department of State, or engage in any other money laundering practices.

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.

All Content other than Your Content (as defined below) is owned by us or our third-party licensors and is protected by applicable copyright, trademark, and/or other intellectual property laws. Nothing contained on the Platform should be construed as granting any license or right to use any of the Content without our written permission. Subject to your continued compliance with these Terms, we hereby grant you a personal, non-exclusive, revocable, non-transferable and non-sublicensable license to access and use the Platform and Content for your personal use. Any use of the Content (including our names, logos, and trademarks) will inure to our benefit.

If you believe that any Content infringes your copyrights or that your intellectual property rights have been otherwise harmed, immediately notify our designated copyright agent by emailing legal@uncommongiving.com. Your notice must comply with the requirements of the 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.

If you repeatedly infringe third party copyrights (e.g., by submitting Content without permission), whether proven or alleged, it is our policy to terminate your account on the Platform.

YOUR CONTENT; FEEDBACK

"Your Content" means any Content submitted to the Platform by you. We have the right, but no obligation, to monitor or screen Your Content and remove any of Your Content that we deem objectionable in any way. By submitting any of Your Content, 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 Platform; (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 Platform) 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. This paragraph will survive any termination or expiration of these Terms or of your account on the Platform.

COMMUNITY STANDARDS; RESTRICTIONS

You represent, warrant, and agree that you will not: (i) remove any trademark or copyright notices contained in the Platform or Content; (ii) reproduce, modify, publish, distribute, transmit, disseminate, transfer, license, sell, lease, create derivative works based upon, or in any way commercially exploit the Platform or Content; (iii) use manual or automated means to trawl, mine, scrape, frame, or mirror the Platform or Content; (iv) disassemble, decompile or reverse engineer the Platform or Content; (v) attempt to hack, defeat, or overcome any encryption technology or security measures regarding the Platform or our other systems or those of any third party, or gain any unauthorized access to any systems or accounts; (vi) interfere with or disrupt the operation of the Platform or any other systems or otherwise interrupt or interfere with any other user’s use or enjoyment of the Platform; (vii) violate any applicable local, state, national or international law; (viii) post or transmit any Content that is unlawful, defamatory, abusive, harassing, threatening, obscene, fraudulent or otherwise inappropriate or infringes any intellectual property or privacy rights of any person; (ix) send unsolicited advertisements through the Platform; (x) use the Platform in a way that will adversely affect us or reflect negatively on us, any of our goodwill, name or reputation; or (xi) provide any false or misleading information or any information that you do not have the right to provide.

THIRD PARTIES

The Platform may contain links to websites owned or operated by third parties. We do not control or endorse such websites and we are not responsible for their content, nor are we responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such websites. We have the right, but not the obligation, to review any Content provided by third parties (including other users of the Platform). We do not endorse such third-party Content, and any views expressed therein are the views of the applicable author and do not necessarily align with our views. We are not responsible for the accuracy or reliability of any Content provided by third parties and will not be liable for any causes of action (including slander, libel, or invasion of privacy) relating to such third-party Content. We have no control over, and are not responsible for, your interactions (online or in person) with any third parties, including other users of the Platform or any givers or nonprofits even if introduced via the Platform. You are solely responsible for your interactions with any third parties. If you have any disputes with other users of the Platform (whether givers or nonprofits), we may (at our discretion) attempt to facilitate a resolution but are under no obligation to do so.

LOCAL COMPLIANCE

We make no representation that the Platform, or your use thereof, will comply with any laws or regulations applicable to you in your jurisdiction(s), regarding tax treatment or otherwise. If you access the Platform from locations outside the United States, you do so at your own risk and are responsible for compliance with applicable local laws.

NEITHER WE, NOR THE PLATFORM OR CONTENT, PROVIDE LEGAL, TAX, FINANCIAL OR OTHER PROFESSIONAL ADVICE. YOU SHOULD CONSULT PROFESSIONAL ADVISORS ABOUT THE LEGAL, TAX, OR FINANCIAL CONSEQUENCES OF YOUR CHARITABLE ACTIVITIES. WE CANNOT GUARANTEE ANY SPECIFIC RESULTS FROM USE OF THE PLATFORM OR CONTENT. THE PLATFORM IS PROVIDED TO FACILITATE CONNECTIONS BETWEEN THIRD-PARTY GIVERS AND NONPROFITS. WHILE THERE IS A RELATIONSHIP BETWEEN UGIV AND UCI IN CONNECTION WITH THE OPERATION OF THE PLATFORM, WE ARE NOT A BROKER OR AGENT OF ANY OF THE RECEIPIENT NONPROFITS LISTED ON THE PLATFORM AND WE DO NOT SOLICIT DONATIONS.

DISCLAIMERS

YOUR USE OF THE PLATFORM AND CONTENT IS AT YOUR SOLE RISK AND THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE AND OUR LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATED TO THE PLATFORM AND CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THE CONTENT WILL BE COMPLETE OR ACCURATE. WE ARE NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY ELECTRONIC NETWORK OR LINES, SERVERS, SOFTWARE, OR FAILURE OF TRANSMISSION AS A RESULT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON ANY OF THE PLATFORM, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON'S COMPUTER RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH THE PLATFORM.

UNDER NO CIRCUMSTANCES SHALL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE PLATFORM, CONTENT, OR FROM THE CONDUCT OF ANY USERS OF THE PLATFORM OR OTHER THIRD PARTIES. WE DO NOT ENDORSE ANY USERS, GIVERS, NONPROFITS (EVEN THOSE INCLUDED IN A GIVING FUND), OR OTHER THIRD-PARTIES LISTED, REFERENCED, OR REGISTERED USING THE PLATFORM. WE ARE NOT RESPONSIBLE FOR RECIPIENT NONPROFITS’ ULTIMATE USE OR DISPOSITION OF DONATED AMOUNTS.

WE MAY PLACE A SUSPENSION, HOLD, OR FREEZE ON USER ACCOUNTS OR PAYMENTS IF WE BELIEVE IT IS REASONABLY NECESSARY IN ORDER TO COMPLY WITH THE LAW OR TO PROTECT OUR SYSTEMS OR INTERESTS OR THOSE OF OUR USERS OR THIRD PARTIES, INCLUDING IN CASES OF SUSPECTED FRAUD OR ILLEGAL ACTIVITY. WE WILL HAVE NO LIABILITY FOR ANY SUCH ACTIONS.

SOME STATES DO NOT ALLOW CERTAIN DISCLAIMERS OR LIMITATIONS ON WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER WE NOR OUR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OF OR THE INABILITY TO USE THE PLATFORM, UNDER ANY LEGAL THEORY WHATSOEVER (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE). TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, NEITHER WE NOR OUR LICENSORS WILL BE LIABLE TO YOU FOR AN AGGREGATE AMOUNT EXCEEDING THE GREATER OF $100 USD OR THE AMOUNTS PAID BY YOU TO US IN THE PAST THREE MONTHS. SOME STATES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY FOR DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU. YOUR SOLE REMEDY IF YOU ARE DISSATISFIED WITH THE PLATFORM IS TO DISCONTINUE YOUR USE THEREOF.

RELEASE AND INDEMNITY

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 use of the Platform, Your Content, any donations made by you, or your violation of these Terms. 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."

TERMINATION

We reserve the right to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) without notice. We may terminate or suspend your account at any time, for any reason, without liability to you. Your right to use the Platform will automatically terminate if you breach these Terms. You may stop using the Platform at any time; to delete your account please contact us as set forth at the end of these Terms. Termination will not relieve either party from any obligations incurred or arising prior to such termination, and those sections of these Terms which are by their nature intended to survive termination (including, without limitation, the disclaimers, limitation of liability, indemnity, and general clauses) shall so survive.

DISPUTE RESOLUTION; MANDATORY ARBITRATION; WAIVER OF JURY TRIAL AND CLASS ACTION

THE PARTIES AGREE THAT ANY DISPUTES ARISING IN CONNECTION WITH THE PLATFORM OR THESE TERMS WILL BE EXCLUSIVELY RESOLVED IN BINDING ARBITRATION USING THE DISPUTE RESOLUTION PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION LOCATED IN MARICOPA COUNTY, ARIZONA. NOTWITHSTANDING THE FOREGOING OBLIGATION TO ARBITRATE DISPUTES, EACH PARTY SHALL HAVE THE RIGHT TO PURSUE INJUNCTIVE OR OTHER EQUITABLE RELIEF AT ANY TIME, FROM ANY COURT OF COMPETENT JURISDICTION.

THE PARTIES HERETO EXPRESSLY WAIVE THE RIGHT TO TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN CLASS-ACTION PROCEEDINGS.

FORCE MAJEURE

We will not be responsible or liable for any delays or failures to perform due to causes beyond our reasonable control, which may include natural disasters, terrorist attacks, criminal activity, failure of internet or communications networks, health emergencies including pandemics or similar serious outbreaks of disease, or other force majeure events.

GENERAL

We may from time to time offer you the chance to try certain "beta" or "evaluation" products, services, features, or functionality (" Beta Offerings"). NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ALL BETA OFFERINGS ARE PROVIDED ON A COMPLETE "AS-IS" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, AND WE WILL HAVE NO LIABILITY IN CONNECTION WITH THE BETA OFFERINGS.

Some or all of the Platform’s features and services may be limited or unavailable to users who are not residents and/or citizens of the United States.

You may not assign these Terms or these rights and obligations without our prior written consent; any purported assignment in violation of these Terms will be null and void. If any provision of these Terms is determined to be void or unenforceable in whole or in part, the remaining provisions of these Terms shall not be affected thereby and shall remain in force and effect. These Terms are governed by and will be construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

These Terms and any policies referenced herein constitute the entire agreement between the parties regarding the subject matter thereof and supersede any prior or contemporaneous agreements with regards to such subject matter. A party's failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

You must provide notice to us by emailing us at legal@uncommongiving.com. We may provide notice to you by email or regular mail at the address listed in your account profile, or through messages displayed or sent via this website or the Platform.

CONTACT

For more information or for help in answering any questions, please contact us at help@uncommongiving.com.

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