Terms of Use: Nonprofit Organizations

Last modified: September 8, 2023

Introduction

These Terms of Use (the “Terms”) are a binding contract (“Agreement”) by and between you and Altruistic Partners Empowering Society, Inc., d/b/a Better Giving (“Better Giving,” “we,” “us,” or “our”). Better Giving is a public charity recognized by the Internal Revenue Service (the “IRS”) under Section 501(c)(3) of the Internal Revenue Code (Federal Tax ID # 87-3758939). Better Giving provides and offers a charitable giving platform (the “Platform”) through which we accept and receive charitable contributions from donors (“Donors”) and make grants to qualified participating nonprofit organizations (“NPOs”, “you” or “your”) to advance their charitable missions. The Platform enables Donors to make donations of fiat currency, cryptocurrencies and securities, and make grant recommendations to NPOs.

In furtherance of its charitable mission, Better Giving (1) maintains a donor-advised fund (the “Fund”) enabling Donors to donate assets to Better Giving and make grant recommendations to NPOs; (2) provides fiscal sponsorship services to qualifying NPOs, and accepting donations and grants on their behalf; and (3) maintains and manages a board designated endowment (or quasi-endowment) (hereinafter the “Endowment”) to accept unrestricted donations from Donors, to support NPOs with sustainable grant funding, at Better Giving’s sole discretion. Please read this Agreement carefully as these Terms explain our commitments to you and our requirements of you as a NPO.

By using the Platform and/or registering your account, you acknowledge and represent that you are at least eighteen (18) years of age and have read, understand and agree to be bound by the Terms. If you are agreeing to these Terms on behalf of an organization or legal entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). You further represent that you have the full authority to enter into and comply with the Terms of this Agreement and have obtained the required organizational approval to use the Platform. You further represent that your access and use of the Platform will fully comply with all applicable laws and regulations, as well as any and all internal policies, including but not limited to, gift acceptance, investment and fundraising policies. You agree that you will not access or use the Platform to conduct, execute, promote, or otherwise engage in any illegal activity.

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them.

Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

The headings and subheadings are for reference only and do not limit the terms or application of the applicable section. Your trust is very important to us. If you have questions about this Agreement please contact, support@better.giving.

1. Our relationship with you

a. We register vetted NPOs and provide information about them to Donors that are interested in donating assets to Better Giving and disburse grants to NPOs based on grant recommendations made by Donors.

b. We accept donations of fiat currency, securities, cryptocurrency and digital assets to make grants to NPOs. When Donors donate to Better Giving, they may either (i) recommend a specific qualified NPO to receive a one-time grant from Better Giving, or (ii) may direct their contribution to the Better Giving Endowment and recommend an NPO to be supported by the principal of that contribution in perpetuity. Better Giving retains the ultimate authority and discretion to approve and disburse any grants in accordance with this Agreement and any applicable laws and regulations.

Donation for Immediate Grant. Donors may make a one-time donation to the Better Giving Fund and recommend an NPO to receive a grant from Better Giving, which will be disbursed to the NPO on a rolling basis.

Donation to Board Designated (or Quasi) Endowment. Donors may direct their charitable contribution to the Better Giving Endowment, which is a board designated endowment created and maintained by Better Giving to support NPOs in perpetuity. When making contributions to the Endowment, Donors may recommend NPOs to be supported by income generated from the principal of their contribution(s) in perpetuity, with grant disbursements issued to NPOs on a quarterly basis. All contributions made by Donors to the Endowment are unrestricted contributions and Donors understand that both principal and income are available for expenditure by Better Giving at the discretion of its board of directors. Although the Endowment allows for the withdrawal of principal, the Better Giving board of directors views contributions to the Endowment as long term investments with principal remaining intact to support NPOs, as part of Better Giving’s charitable mission.

c. We facilitate the issuance of tax receipts showing the donation transaction between the Donor and Better Giving. It is the sole responsibility of the Donor to ensure that their contribution qualifies for tax relief, if tax relief is sought, as permitted by applicable tax law.

2. Grant Eligibility

a. We take steps to confirm that each NPO is a qualified nonprofit organization in good standing.

US Charities. If you are legally registered in the United States, we take steps to confirm that you are recognized by the Internal Revenue Service as exempt from federal income tax under Internal Revenue Code 501(c)(3), and have public charity status under section 509(a)(1) or 509(a)(2), and that such recognition is not currently revoked.

Non-US Charities. If you are legally registered outside of the United States, we take steps to confirm that you are recognized as the equivalent of the charitable organization by the relevant regulatory and/or governmental agencies in your jurisdiction, and that such recognition is not currently revoked. If you are registered outside of the United States and wish to receive grants from Better Giving, you are required to enter into and comply with the terms and conditions of the Fiscal Sponsorship and Grant Agreement, which is incorporated by reference herein. In the event that there is any conflict between this Agreement and any term or condition in the Fiscal Sponsorship and Grant Agreement, the Fiscal Sponsorship and Grant Agreement shall control.

You must promptly update and notify us in case of any changes to your status as a NPO, and/or if the Internal Revenue Service or any state, local or national 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 NPO. NPOs may be required to submit information to us which allows us to validate their continued eligibility to use the Platform. We reserve the right to deny or revoke NPO status to any organization that fails, in our sole discretion and determination, to meet these standards.
b. To be eligible to receive grants from us you must provide us with information which may include, but is not limited to the following:

Your organization’s current legal name (or d/b/a) and, if you have one, an electronic version of your logo that meets our technical requirements;
A written statement that describes your charitable purposes;
A valid form of personal identification. (Only for Non-US NPOs);
Your organization’s registration/organizing documents, and any certificates and/or other official documents issued by any regulatory/governmental agencies evidencing charitable status in the jurisdiction in which you are organized. (Only for Non-US NPOs).
Bank account information for a current bank account held solely in the name of your organization;
Bank account verification letter. (Only for Non-US NPOs);
If you are registered in the U.S., your organization’s Employer Identification Number (EIN) or NPO reference number for your jurisdiction;
A signed copy of the Fiscal Sponsorship document (Non-US NPOs);
A valid, working email address; and
Completion of the Better Giving registration form and process.
c. You will be eligible to receive grants in accordance with this Agreement only after we have reviewed your submitted information and materials and approved you as a NPO.

d. We reserve the right to request any additional information we may require to assess your eligibility as a qualified NPO, on an ongoing basis and at our sole discretion.

3. Your Obligations

a. You hereby grant Better Giving a non-exclusive license to use your name and logo during the term of this Agreement. We acknowledge that you retain ownership of your trademarks, trade names and service marks and any associated goodwill.

b. NPOs bear sole responsibility for complying with all laws, rules and regulations applicable to your activities under this Agreement and to your status as a NPO and public charity. You understand that you may have obligations to register under state charitable solicitation laws. 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 Better Giving in any way to act as a professional fundraiser or fundraising counsel on your behalf.

c. You hereby agree to promptly notify Better Giving in the event there is any change to your status as a NPO, or ability to carry out the charitable purposes for which you have received grant disbursements.

4. Receiving Donations

a. You acknowledge that we make no promise that you will receive any grants from us as a result of your status as a NPO.

b.You understand that Donors make their donations to Better Giving and not to NPOs. Better Giving retains exclusive legal control over all donations received from Donors, and exercises sole discretion in making any and all grants to NPOs. We make grant distributions to qualified NPOs based upon recommendations made by Donors, and consequently any grants received in accordance with this Agreement will be received by you from Angel Giving.

c. Pursuant to our Privacy Policy, we may disclose to you information about Donors, including name and contact information. You agree that we disclose this information to you only for the purpose of enabling you to acknowledge 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 that you will obtain consent from Donors to use the information we provide to you for any purpose beyond what is contained in this clause.

d. On an ongoing basis, all grant recommendations made by Donors are reviewed and approved by Better Giving. All grant disbursements we may make to you, will be made by direct bank transfer. As a condition of receiving grants in accordance with the Agreement, you hereby represent and warrant that all bank account information provided to Better Giving pertains to bank account(s) held solely in the name of your NPO, and managed and maintained by duly authorized legal representatives in accordance with any and all applicable state, federal and national laws.

e. All grant disbursements made by Better Giving to you may only be used for charitable purposes in accordance with any and all applicable local, state, federal or national laws. Such donations may not confer impermissible private benefit(s), 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, or be used for any impermissible political activities.

f. In the event you lose your status as an NPO, cease your charitable operations or breach these Terms, Better Giving, in its sole discretion may select another NPO to receive any grants or use the donation(s) in any manner consistent with our charitable purpose.

g. Fees: Use of the Platform as well as Better Giving’s services are free for NPOs. We do not charge you a fee for registering on the Platform nor for receiving grants from Better Giving. There are no hidden fees or recurring charges.

5. Warranties and Disclaimers

a. You represent and warrant to us that: (i) you are, and at all times during the term of this Agreement will remain, a eligible NPO as described in Section 2(a); (ii) you will utilize grants received from Better Giving solely in a manner that is consistent with such status; (iii) you will at all times be in compliance with all applicable laws, rules and regulations, including any requirements governing charitable status and solicitation of charitable donations in your jurisdiction; (iv) all information you have provided to us is true and accurate at all times; (v) you have the right to enter into this Agreement on behalf of your organization; (vi) you have the right to grant the licenses to Better Giving 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; (vii) you will at all times comply with the terms and conditions of this Agreement.

b. You agree and acknowledge that all Donors who make grant recommendations to support you have not and will receive any goods or services of value in return of their Donation to Better Giving, except where such goods or services are disregarded in accordance with guidance provided by the Internal Revenue Service.

c. You agree, represent and warrant that you shall remain compliant at all times with all laws, statutes, and regulations restricting U.S. persons from dealing with any individuals, entities or groups subject to sanctions imposed or administered by the Office of Foreign Assets Control of the United States Department of Treasury (“OFAC”).

d. Executive Orders and Laws of many countries, including those of the United States, prohibit transactions with, and the provision of resources and support to, individuals and organizations associated with terrorism. You hereby represent and warrant that you are compliant with all applicable provisions of such Executive Orders and Laws, and that you have not provided, and will take all reasonable steps to ensure that you do not and will not knowingly provide, material support or resources to any individual or entity that commits, attempts to commit, advocates, facilitates, or participates in terrorist acts, or has committed, attempted to commit, facilitate, or participated in terrorist acts.

e. You agree to indemnify, hold harmless, and, at our option, defend Better Giving and its 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 Better Giving requires you to provide defense of any matter for which indemnity is or may be due hereunder, Better Giving 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 Better Giving and the other indemnified parties with respect to such claim, or unless Better Giving provides its prior written consent. Any settlement imposing or requiring Better Giving to take or refrain from taking any action will require the prior written consent of Better Giving.

f. YOU ACKNOWLEDGE THAT THE PLATFORM 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 OF THE PLATFORM. NO REPRESENTATION OR WARRANTY IS MADE THAT OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE PLATFORM 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, SUCH AS, BY WAY OF EXAMPLE, ANY DONOR’S ABILITY TO OBTAIN TAX DEDUCTIONS OR OTHER TAX BENEFITS IN CONNECTION WITH DONATIONS MADE THROUGH THE PLATFORM. 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.


g. IN NO EVENT SHALL WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AFFILIATES 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, NOR WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PLATFORM OR THE INFORMATION CONTAINED WITHIN IT. EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY, SHALL NOT EXCEED THE AMOUNT YOU PAID TO US TO USE THE PLATFORM, OR $100, WHICHEVER IS GREATER. 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.

6. Taxes

Notwithstanding your status as a NPO, you will be solely responsible for any and all taxes, duties, levies, charges or assessments applicable or payable in connection with any and all charitable grants made to you pursuant to this Agreement.

7. No Professional Advice

All information provided by Better Giving and the Platform is for informational purposes only and should not be construed as professional advice. Before accepting these Terms and using the Platform, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. We do not offer any tax, accounting or legal advice. Please consider engaging the appropriate professional to address any questions you may have concerning the impact of utilizing the Platform and receiving charitable grants in accordance with these Terms.

8. Term and Termination

  1. This Agreement becomes effective when you have accepted it by following the instructions to register as a NPO on the Platform. Once in effect, this Agreement will continue until terminated by either you or us.
  2. If you breach this Agreement at any time, you will not be considered to be in good standing and we may suspend and/or withhold any grants in our sole discretion. We may terminate this Agreement at any time and for any reason by providing notice to you in accordance with this Agreement.
  3. Neither you nor Better Giving shall have any obligation to each other following the termination of this Agreement, except those obligations that survive this Agreement, as set forth in Section 9(e).
  4. The obligations of Sections 3(b), 5, 7, 8, 9, and 10 will survive the termination of this Agreement.

9. Miscellaneous Terms and Conditions

a. This Agreement, together with any other documents incorporated herein by reference constitutes the entire Agreement between us and supersedes all previous negotiation, understandings and agreements between us in relation to its subject matter.

b. 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.

c. We may give notice pursuant to this Agreement by any means of contact you have provided us 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..

d. We may amend this Agreement at any time by posting amended terms. We will send a message to the email address used to register as a NPO, alerting you of such amendments. Except as otherwise expressly stated in such a posting, all amended terms shall automatically be effective and legally binding upon you seven (7) days after having been posted. Your continuation as a NPO 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 Section 9 of 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.

e. Should any provision of this Agreement be held by a court or other tribunal of competent jurisdiction to be void, illegal, invalid, inoperative, or unenforceable, the remaining provisions of this Agreement shall not be affected and shall continue in effect, and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.

f. 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.

g. 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.

h. Dispute Resolution. Any dispute between you and Better Giving which cannot be resolved by negotiation shall be submitted to mediation, and if mediation fails, arbitration, under the rules of any entity that you and we may subsequently agree upon in writing. Any arbitration award issued by the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction.

i. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware without regard to conflicts of laws and all disputes arising under and relating to this Agreement shall be brought and resolved exclusively in the State of Delaware.