By checking the “Yes, I have read and accept this Agreement” box, an “Agreement” is entered into and made effective on this date (the “Effective Date”) for a period of one (1) year, by and between the subscribing nonprofit corporation (“Client”), and IDONATE LIQUIDATION, LLC, a Missouri limited liability company (“iDonate”) (herein individually referred to as a “Party” and collectively as the “Parties”).

The Parties hereby agree to the following terms and conditions:

Description of Service

iDonate provides a Software as a Service (“SaaS”) Gift Management System (“GMS”) to non-profit organizations.  The GMS facilitates On-line Donations, Donor and Campaign Management, E-Mail Services, Social Marketing Services, and Secure Hosting Infrastructure Services to subscribing clients (“iDonate Clients”), as well as access to an extensive amount of resources through the Website (the “Services”). The support provided to Clients features a unique branded Donation "Launch Page" as well as access for the Client and the Client’s donors to iDonate’s online Gift Management System, for status tracking of non-cash gifts.  Clients grant iDonate the exclusive right to liquidate non-cash donations made through the Website. iDonate assumes no responsibility or liability for the timeliness, deletion, mis-delivery, or failure to store any user communications or personalization data or settings. All such risks shall be borne by the end user.

iDonate Responsibilities

iDonate shall: (i) provide to Client basic support for the Services in accordance with the service levels listed by product type subscribed by Client on Attachment A, (ii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which iDonate will give at least eight (8) hours notice), or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), or Internet service provider failures or delays, and (iii) provide the Services and Subscription Services only in accordance with applicable laws and government regulations.

Client Responsibilities

Client shall (i) be responsible for its compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of receipts and tax documents generated by the GMS, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify iDonate promptly of any such unauthorized access or use, (iv) use the Services only in accordance with this Agreement and applicable laws and government regulations, (v) be solely responsible for its compliance with federal, state, and local charitable solicitation laws, and (vi) agree to use the services and materials associated with idonate.com in accordance with the Terms of Service governing the site. Client shall not (i) sell, resell, rent or lease the Services, (ii) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (iii) use the Services to store or transmit Malicious Code, (iv) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (v) attempt to gain unauthorized access to the Services or their related systems or networks.

iDonate Service Pricing 

iDonate charges monthly service fees outlined on Attachment A for the licensing of the GMS platform and associated service offerings.

Conversion Transaction Fees

iDonate processes non-cash donations on behalf of Clients in exchange for fees based on the schedule outlined on Attachment B (“Conversion Transaction Fees”). Conversion Transaction Fees will be collected out of the proceeds of each transaction processed. iDonate will forward to Client the net proceeds of the sale of each Donation less direct transaction costs (such as towing, transportation, auctioneers’ commissions, etc.) and Conversion Transaction Fees.

iDonate works with a nonprofit partner (iDonate Foundation, Inc., a Missouri nonprofit corporation recognized as tax-exempt under Section 501(c) (3) of the IRS code (the “Foundation”) who is the recipient of the non-cash donation, takes liability,  ownership of non-cash assets and provides gift  receipting  for purposes of complying with  IRS requirements.

Modifications to the Service

iDonate reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Client agrees that iDonate shall not be liable to Client or to any third party for any modification, suspension, or discontinuance of the Service.

Term of Purchased User Subscriptions

User subscriptions purchased by Client commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless iDonate has given Client written notice of a pricing increase at least 60 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed seven percent (7%) of the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as promotional, one-time, or limited time.

Termination for Cause

A party may terminate this Agreement for cause: (i) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such notice period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

Refund or Payment upon Termination

Upon any termination for cause by Client, iDonate shall refund Client any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by iDonate, Client shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve Client of the obligation to pay any fees payable to iDonate for the period prior to the effective date of termination.

Return of Client Data

Upon request by Client made within thirty (30) days after the effective date of termination of a Purchased Services subscription, iDonate will make available to Client for download a file of Client Data in comma separated value (.csv) format along with attachments in their native format. After such thirty day period, iDonate shall have no obligation to maintain or provide any of Client Data and shall thereafter, unless legally prohibited, delete all of Client Data in iDonate systems or otherwise in iDonate possession or under iDonate control.

Other Termination

Client agrees that iDonate, in its sole discretion, may terminate the Client's unique URL or use of this Service, and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if iDonate believes the Client has violated or acted inconsistently with the letter or spirit of this Agreement. Client agrees that any termination of its access may be effected without prior notice, and acknowledge and agree that iDonate may immediately deactivate or delete the Client’s account and all related information and files in the Client’s account and/or bar further access to such files or the Service. Further, Client agrees that iDonate shall not be liable to Client or any third party for any termination of Client access to the Service.

Limitation of Liability

iDonate shall not be liable for any damages whatsoever and, in particular, iDonate shall not be liable for any special, indirect, consequential, or incidental damages, or damages for lost profits, lost revenue, or loss of use, arising out of or related to this website or the information contained in it, whether such damages arise in contract, tort, under statute, in equity, at law, or otherwise, even if iDonate has been advised of the possibility of such damages. Some jurisdictions do not allow for the limitation or exclusion of liability for incidental or consequential damages, therefore some of the above limitations are inapplicable.

Disclaimer of Warranty

iDonate makes no warranties of any kind regarding this Website, including but not limited to any warranty of accuracy, accessibility, uptime, completeness, currency, reliability, merchantability or fitness for a particular purpose, or any warranty that these pages, or the server that makes them available, are free of viruses or other harmful elements, and such warranties are expressly disclaimed.

Indemnification

Client agrees that it will hold harmless iDonate and its officers, directors, employees, agents, contractors, and volunteers (the “Releasees”) from all claims arising out of, or related to, Client's access or use of, or Client's inability to access or use, this Website or the information contained in this Website or other websites to which it is linked. This includes, but is not limited to, information or materials viewed or downloaded from this Website or another website to which it is linked that appear to Client or are construed by Client to be obscene, offensive, defamatory, or that infringe upon Client’s intellectual property rights. This also includes any gift receipts or tax documents generated by the GMS. In no event will iDonate or the contributors of information to this Website be liable to Client or anyone else for any decision made or action taken by Client in reliance on such information or for any consequential, special or similar damages, even if advised of the possibility of such damages.

Client agrees to indemnify, defend, and hold harmless iDonate, the Foundation, and the Releasees from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation by Client of these Terms and Conditions. iDonate reserves the right to assume the exclusive defense and control of any matter subject to indemnification by Client.

Jurisdiction

iDonate is headquartered in the State of Texas, United States of America. iDonate’s services can be accessed from all 50 states in the United States, as well as from other countries around the world. As each of these places has laws that may differ from those of Texas, by accessing this Website, both Client and iDonate agree that the statutes and laws of the State of Texas, without regard to conflicts of laws principles thereof, will apply to all matters arising from or relating to use of this Website, or enforcement of the terms of this Agreement. Client and iDonate also agree and hereby submit to the exclusive personal jurisdiction and venue of the state or federal courts located in Dallas, Texas, USA with respect to such matters. iDonate makes no representation that materials on the Website are appropriate or available for use in other locations, and accessing them from territories where their content is illegal is prohibited. Those who choose to access this Website from other locations do so on their own initiative and are responsible for compliance with local laws. iDonate reserves the right to limit the availability of the Website and/or the provision of any service, program, film or other product described thereon to any person, geographic area or jurisdiction, at any time and in its sole discretion, and to limit the quantities of any such service, program, film or other product that iDonate provides.

Miscellaneous

In the event that a court or other tribunal of competent jurisdiction holds any of the provisions of this Agreement to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this agreement shall otherwise remain in full force and effect.
This agreement constitutes the entire agreement between the parties hereto pertaining to its subject matter, and any and all written or oral agreements heretofore existing between the parties hereto with respect to the subject matter of this agreement are expressly canceled.

Disclaimers

While iDonate takes reasonable steps to safeguard and prevent unauthorized access to Client’s private information, iDonate cannot be responsible for the acts of those who gain unauthorized access, and iDonate makes no warranty, express, implied, or otherwise, that it will prevent unauthorized access to Client’s private information. IN NO EVENT SHALL IDONATE, IDONATE FOUNDATION OR THEIR AFFILIATES BE LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHERWISE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, A THIRD PARTY'S UNAUTHORIZED ACCESS TO CLIENT INFORMATION, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, STRICT LIABILITY, TORT OR OTHER THEORIES OF LIABILITY, AND ALSO REGARDLESS OF WHETHER IDONATE WAS GIVEN ACTUAL OR CONSTRUCTIVE NOTICE THAT DAMAGES WERE POSSIBLE.

iDonate GMS Pricing (Attachment A)

Conversion Transaction Fee Schedule (Attachment B)