Terms of Service

The organization identified in the subscription process ("Subscriber") agrees to these Terms of Service ("Agreement"), as amended from time to time. By subscribing, you represent and warrant that you are authorized to bind Subscriber to this Agreement.

1. General

1.1 Eligibility: Subscriber represents and warrants that it is an Eligible Organization authorized to enter into this Agreement, and that it is at least 18 years old or the legal age of majority in its jurisdiction.

1.2 License Grant: Subject to this Agreement, Company grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the System for Subscriber's internal business purposes during the Term.

1.3 Support and Availability: Company will respond to support requests during business hours (8am-5pm Eastern, Monday-Friday), excluding U.S. Federal Holidays and any other holidays recognized by Company. Company will use commercially reasonable efforts to make the System available 24/7, excluding planned maintenance or Force Majeure Event.

1.4 Third-Party Integrations: Use of third-party services (e.g., Double the Donation, payment processors) is subject to their respective terms. Company is not responsible for the availability or performance of any third-party service, even if such unavailability affects the System.

1.5 Subscriber is responsible for maintaining its own local/backup copies of Subscriber data maintained in the System through the use of the Systems’ data export functionality.

1.6 In order for Subscriber to receive donations through the System, Subscriber is required to enter into and comply with the terms of a Merchant Agreement with a Qualified Processor. Subscriber acknowledges that the Merchant Agreement is a separate and independent agreement between Subscriber and the Qualified Processor, and that iDonate has no liability to either Subscriber or the Qualified Processor in relation to the Merchant Agreement.

1.7 By posting, uploading, or transmitting data, content or information to, or through, the System, Subscriber grants iDonate a non-exclusive, irrevocable, worldwide, royalty-free license to copy, store, transmit, publish, publicly display, publicly perform, and otherwise use this content or information to operate the System for the benefit of Subscriber and Subscriber’s donors or as otherwise required to fulfill its obligations under this Agreement.

1.8 Acceptable Use: Subscriber agrees not to post or transmit prohibited content, including illegal, harassing, defamatory, or offensive material, or to use the Service for unauthorized or unlawful activities. Further, Subscriber agrees NOT to use the System to sell tickets for, raise donations, or create registrations for any organization or event involved in any of the above. Doing so may result in removal of what iDonate, in its sole discretion, believes is an effort or campaign in violation of this Agreement, and iDonate may immediately terminate Subscriber’s account. iDonate reserves the right to refuse service to any potential subscriber or campaign that iDonate believes is in poor taste or is not consistent with iDonate’s business interests.

1.9 Subscriber agrees that it will not itself, or through any parent, subsidiary, affiliate, agent or other third party: (a) sell, lease, license or sublicense the System or Local Code to any third party; (b) decompile, disassemble, or reverse engineer the System or Local Code, in whole or in part (other than as permitted by applicable law); (c) write or develop any derivative software or any other software program based upon the System or Local Code; or (d) except as permitted by this Agreement, provide, disclose, divulge or make available to, or permit use of the System or Local Code by any third party without iDonate’s prior written consent. In no event may Subscriber (or individuals authorized by Subscriber) Use the System or Local Code for any unlawful purpose or in an unlawful manner.

1.10. iDonate shall not be in default of this Agreement to the extent the System is unavailable due to: (i) Subscriber’s failure to perform its obligations; (ii) Force Majeure; (iii) Subscriber’s third-party telecommunications provider(s); (iv) changes requested by Subscriber; (v) Subscriber's failure to maintain minimum required hardware or software; or (vi) other events beyond iDonate’s reasonable control.

1.11 Text Messaging (SMS) Program Terms

iDonate's SMS messaging capabilities enable Subscribers to communicate with donors and supporters through SMS and MMS messages related to fundraising campaigns, donations, donation confirmations, receipts, recurring giving reminders, event notifications, and other communications initiated through the System.

Subscribers using iDonate's SMS messaging capabilities agree to comply with all applicable laws, carrier requirements, and industry standards governing text messaging communications, including applicable guidelines published by the Cellular Telecommunications Industry Association (CTIA).

Subscribers are solely responsible for obtaining all legally required consent before sending SMS or MMS messages through the System.

By enabling SMS communications through the System, Subscriber represents and warrants that:

 The recipient's express consent to receive text messages has been obtained where required by applicable law.

 All opt-out requests will be honored promptly and in accordance with applicable law and carrier requirements.

 Records of recipient consent will be maintained as required by applicable law.

• The SMS functionality will be used only for lawful purposes and in a manner consistent with this Agreement.

Subscriber acknowledges that iDonate's consumer-facing Text-to-Give Program Terms will inform recipients that:

• Message frequency may vary based on the Subscriber's campaigns and donor interactions.
• Message and data rates may apply.
• Wireless carriers are not liable for delayed or undelivered messages.
• Recipients may opt out at any time by replying STOP.
• Recipients may obtain assistance by replying HELP or as otherwise described in the Text-to-Give Program Terms.
• Consent to receive text messages is not a condition of making a donation or purchasing any goods or services.

Subscriber agrees not to send unsolicited messages or content prohibited by applicable law, carrier rules, or CTIA guidelines.

Subscriber shall comply with all applicable privacy laws regarding the collection, storage, and use of mobile telephone numbers. Mobile phone numbers and SMS consent information shall not be shared or sold to third parties except as necessary to provide the Services or as otherwise required by law.

Subscriber acknowledges that iDonate may publish separate consumer-facing Text-to-Give Program Terms describing program operation, opt-in procedures, message frequency, HELP and STOP instructions, carrier disclosures, and other information required by applicable carrier rules and CTIA guidelines. Subscriber agrees that all public-facing promotions and calls-to-action for the SMS program will be consistent with such published Program Terms.

Additional information regarding the collection and use of personal information is available in iDonate's Privacy Policy.

2. Terms of Service for non-cash donation processing for vehicles, stocks, and cryptocurrency (this section only applies if your Agreement includes the non-cash processing option)

2.1 Should Subscriber elect to activate iDonate’s non-cash processing system, Subscriber authorizes iDonate and the Foundation to facilitate the liquidation of Noncash Donations made through the System.

2.2 Subscriber acknowledges that accepted Noncash Donations submitted through the System are owned and receipted by the Foundation and Subscriber receives a grant directly from the Foundation. The Subscriber acknowledges that iDonate and the Foundation are separate legal entities, and iDonate is not responsible for the actions of the Foundation. The Foundation may reject Noncash Donations for any reason, including donations that it deems are inappropriate, have insufficient liquidation value, or are deemed impracticable to liquidate.

2.3 The Foundation’s program guidelines provide that disposition costs (e.g., towing, title transfer, transportation, services in preparation for sale, and auctioneer’s commissions) will be deducted from the gross or sale proceeds received from the liquidated donation (the “Net Proceeds”). The applicable Administrative Cost Deduction will then be deducted from the Net Proceeds, and the remainder (the “Subscriber Proceeds”) will be forwarded to Subscriber. The timing of Subscriber’s receipt of the Subscriber Proceeds will vary based on a number of factors, such as the donation type, and the time required to liquidate Noncash Donations. The Foundation may adjust the Administrative Cost Deduction by providing at least thirty (30) days’ notice prior to the expiration of the Term.

3. Fees and Payment Procedures

3.1 Subscriber agrees to pay iDonate all applicable Fees as specified on the iDonate Order Form, which consist of three separate and distinct components: (a) Subscription Fees, which are the base periodic fees for Subscriber's license to Use the System; (b) Platform Fees, which are variable, volume-based fees assessed in addition to Subscription Fees based on the volume of transactions processed through the System; and (c) Transaction Fees, which are the fixed and/or percentage-based fees applicable to processing Cash Donations. Each of these fee types is separately stated on the applicable Order Form and independently payable by Subscriber. Subscriber understands and agrees that Transaction Fees may be adjusted to reflect increases, or new fees imposed by Card Organizations, including without limitation, interchange, assessments and other Card Organization fees, or to pass through increases or new fees charged to iDonate by other Persons or third-parties related to the Services. All such adjustments shall be Subscriber’s responsibility to pay and shall become effective upon the date any such change or addition is implemented by the applicable Card Organization or other Person, or third-party as specified in iDonate’s notice to Subscriber. iDonate will notify Subscriber thirty (30) days’ prior to the effective date of any such change or addition. Transaction Fees are in addition to, and do not include, Subscription Fees or Platform Fees.

3.2 iDonate will normally process applicable Subscription Fees in advance, on a recurring basis, and only after the expiration of any free trial period, if applicable. Payments may be in the form of an authorized credit card, debit card or ACH bank transfer. Unless otherwise set forth in an applicable Order Form, iDonate may increase Subscription Fees once per calendar year by an amount not to exceed the percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items, as published by the U.S. Bureau of Labor Statistics for the most recently available twelve (12) month period. iDonate shall provide Subscriber with at least thirty (30) days' prior written notice of any such increase, and the adjusted Subscription Fees shall take effect at the commencement of the next Renewal Term or the next billing cycle, as applicable.

3.3 For Cash Donations, Subscriber may elect: (a) gross deposit, where all donations are deposited at the gross donation amount and fees are deducted from Subscriber’s account once per month per the applicable Platform Fees and Merchant Agreement; or (b) net deposit, where all donations are deposited at the net donation amount and fees are deducted from each daily batch deposit per the applicable Platform Fees and Merchant Agreement.

3.4 All amounts payable hereunder are exclusive of sales, use, value-added, and other taxes. Subscriber shall promptly pay to iDonate upon demand an amount equal to such tax(es) actually paid or required to be collected or paid by iDonate for which Subscriber is responsible. If Subscriber is a tax-exempt entity, Subscriber shall provide iDonate a copy of its exemption certificate upon the execution of this Agreement.

3.5 If Subscriber fails to make payment of Subscription Fees on a timely basis in accordance with this Agreement, such failure shall be considered a material breach of this Agreement and iDonate may immediately suspend Subscriber’s access to and Use of the System. If it should become necessary to turn this account over for collection, Subscriber is responsible for all of iDonate’s collection costs, including reasonable attorneys’ fees. A late payment charge of one and one-half percent (1.5%) per month, or the maximum rate allowed by law, whichever is less, will be added to Subscription Fees due under this Agreement if not paid when due.

4. Term and Termination

4.1 Unless earlier terminated under this Agreement, this Agreement remains in effect for the subscription term selected by Subscriber on the applicable Order Form (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for successive periods equal to the Initial Term (each, a “Renewal Term”), unless: (a) either party provides written notice of non-renewal at least 90 days before the end of the then-current term; (b) Subscriber enters a new Renewal Term via a new Order Form; or (c) the then-current Order Form specifies a Renewal Term, which will supersede the automatic renewal.

4.2 A party may, by written notice to the other party, terminate this Agreement for cause if any of the following events occur: (a) the other party is in material breach of any term, condition or provision of this Agreement, which breach, if capable of being cured, is not cured within thirty (30) days after the non-breaching party gives the other party written notice of such breach; or (b) the other party (i) terminates or suspends its business, (ii) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes. If Subscriber terminates this Agreement under this section, iDonate will refund that pro-rata portion of the pre-paid Subscription Fees that apply to the period following termination. If iDonate terminates this Agreement under this section, Subscriber will forfeit any pre-paid Subscription Fees.

4.3 Unless iDonate notifies Subscriber otherwise, iDonate will process all donations received through the System prior to expiration or termination of this Agreement consistent with the terms of this Agreement.

4.4 Upon the expiration or termination of this Agreement for any reason, Subscriber shall immediately cease all Use of the System and Local Code, provided that Subscriber may continue to access the System for a period of thirty (30) days (the “Wind Down Period”) to track pre-expiration/pre-termination donations and to download Subscriber data using the System’s data export functionality. At the end of the Wind Down Period, iDonate may, in its sole discretion, remove or disable access to the System and delete all Subscriber data from the System. iDONATE WILL HAVE NO LIABILITY FOR ANY LOSS OF DATA RESULTING FROM EXERCISING THE RIGHTS SET FORTH IN THIS PARAGRAPH.

5. Warranty and Limitation of Liability

5.1 By accessing, using, or registering with the System, Subscriber represents, warrants, and covenants that: (a) Subscriber has full legal authority, power, and capacity to enter into this Agreement and to perform all of its obligations hereunder, and this Agreement has been duly authorized by all necessary organizational action; (b) Subscriber's execution of, and performance under, this Agreement does not and will not violate any applicable law, regulation, ordinance, order, or decree, or any agreement to which Subscriber is a party or by which it is bound; (c) Subscriber's entry into this Agreement and its use of the System will not infringe, misappropriate, or otherwise violate the intellectual property rights, privacy rights, or any other rights of any third party; (d) Subscriber will at all times supply truthful, accurate, and complete information to iDonate and will not misrepresent itself or its activities to the public through use of the System; (e) Subscriber is solely responsible for the acts and omissions of all individuals it authorizes to access and use the System on its behalf, and will ensure that all such authorized users comply with the terms of this Agreement; (f) Subscriber will maintain accurate and up-to-date account and organizational information throughout the Term; and (g) Subscriber will use the System solely in accordance with this Agreement, all applicable laws and regulations, and iDonate's then-current acceptable use policies.

5.2 iDonate represents, warrants, and covenants that: (a) iDonate has full legal authority, power, and capacity to enter into this Agreement and to perform all of its obligations hereunder, and this Agreement has been duly authorized by all necessary corporate action; (b) iDonate will use commercially reasonable efforts to cause the System to substantially conform to the Documentation, and if Subscriber reports a non-conformity, iDonate will use commercially reasonable efforts to correct such non-conformity within a reasonable time following receipt of written notice, which shall be Subscriber's sole and exclusive remedy for such non-conformity; (c) iDonate will implement and maintain reasonable technical and organizational security measures designed to protect Subscriber data and Confidential User Data from unauthorized access, use, or disclosure; (d) iDonate will provide the System in material compliance with all applicable federal and state laws and regulations governing its operations; and (e) iDonate will notify Subscriber of any planned maintenance that is reasonably expected to cause material System downtime, with reasonable advance notice where practicable.

5.3 EXCEPT AS PROVIDED IN SECTION 5.2, THE SYSTEM, THE LOCAL CODE AND ANY MATERIALS OR SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS-IS” AND “WITH ALL FAULTS”, AND iDONATE MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SYSTEM, LOCAL CODE OR ANY MATERIALS OR SERVICES, INCLUDING THAT THE SYSTEM’S OPERATIONS WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SYSTEM WILL SATISFY SUBSCRIBER’S REQUIREMENTS. iDONATE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THE SYSTEM, LOCAL CODE AND SUCH OTHER MATERIALS AND SERVICES.

5.4 IN NO EVENT WILL iDONATE BE LIABLE FOR LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COST OF COVER, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. iDONATE’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE SUBSCRIPTION FEES PAID BY SUBSCRIBER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6. Confidential Information

6.1 Each party (the “Receiving Party”) acknowledges that the other party’s (the “Disclosing Party”) Confidential Information constitutes valuable trade secrets and the Receiving Party agrees that (i) it shall use the Disclosing Party’s Confidential Information solely in accordance with the provisions of this Agreement, and (ii) it will not disclose, or permit to be disclosed, the same, directly or indirectly, to any third party without the Disclosing Party’s prior written consent, except as necessary to perform the services and operate the System. The Receiving Party agrees to use the same efforts, but not less than commercially reasonable efforts, to protect the Disclosing Party’s Confidential Information from unauthorized use and disclosure as the Receiving Party takes with respect to its own similar confidential information. The Receiving Party may disclose the Disclosing Party’s Confidential Information if required to be disclosed by order of a court or other governmental entity, provided that the Receiving Party promptly notifies the Disclosing Party and assists the Disclosing Party in resisting or limiting such disclosure.

6.2 All Confidential User Data shall be jointly owned by Subscriber and iDonate. Without the express written permission of the donor or as required to perform or improve the services and operate the System, iDonate shall not sell, disclose, transfer, use for any purpose outside the scope of this Agreement, or rent any Confidential User Data to any third party, including after termination of this Agreement. Without limiting the foregoing, iDonate will not sell, rent, or share mobile phone numbers or SMS opt-in consent information with third parties or affiliates for their own marketing or promotional purposes. Mobile phone numbers and consent information are used solely to provide the Services requested by Subscriber or as otherwise required by law. Text messaging originator opt-in data and consent will not be shared with any third parties except aggregators and providers that support the delivery of text messaging services on iDonate's behalf.

7. Indemnification

7.1 iDonate will defend, indemnify, and hold Subscriber and its officers, directors, agents, and employees harmless from third-party claims alleging that the System infringes any patent, copyright, trade secret, or other proprietary right. Subscriber will promptly notify iDonate of any such claim and provide reasonable assistance. iDonate has no obligation for claims arising from use of the System in combination with non-iDonate products or data if the claim would have been avoided by use of the System alone. If an infringement claim arises, iDonate may, in its sole discretion, modify the System, replace it with a non-infringing equivalent, or, if neither is reasonably available, terminate this Agreement and refund any pre-paid Subscription Fees on a pro-rata basis. THE REMEDIES SET FORTH IN THIS SECTION 7.1 ARE SUBSCRIBER'S SOLE AND EXCLUSIVE REMEDIES, AND iDONATE'S ENTIRE LIABILITY, WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT ARISING OUT OF OR RELATED TO THE SYSTEM OR THIS AGREEMENT.

7.2 Subscriber will, at its expense, defend, indemnify, and hold iDonate, its officers, directors, agents, employees, successors, and assigns harmless from and against any and all claims, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) Subscriber's or any authorized user's use or misuse of the System or Local Code; (b) Subscriber's breach of any representation, warranty, covenant, or obligation under this Agreement; (c) Subscriber's violation of any applicable law, regulation, or third-party right, including any intellectual property right, privacy right, or right of publicity; (d) any content, data, or information submitted, posted, transmitted, or otherwise made available by Subscriber or its authorized users through the System; (e) any claim by a donor, authorized user, or other third party arising out of or relating to Subscriber's fundraising activities, solicitations, or representations made in connection with use of the System; (f) Subscriber's failure to obtain any required consents, licenses, or approvals in connection with its use of the System; or (g) any negligent or more culpable act or omission of Subscriber or its authorized users in connection with this Agreement; in each case other than to the extent such claims arise from iDonate's gross negligence, willful misconduct, or material breach of this Agreement. iDonate shall: (i) promptly notify Subscriber in writing of any claim for which indemnification is sought; (ii) grant Subscriber sole control of the defense and settlement of such claim, provided that Subscriber shall not settle any claim that imposes any obligation, restriction, or liability on iDonate without iDonate's prior written consent, which shall not be unreasonably withheld; and (iii) provide Subscriber with reasonable cooperation and assistance, at Subscriber's expense, in connection with the defense or settlement of such claim.

8. Notices

8.1 Any notice required or permitted under the terms of this Agreement or required by law must be in writing and must be (a) with respect to Subscriber, sent to the email address associated with Subscriber’s System account, (b) delivered in person, (c) sent by first class registered mail, or air mail, as appropriate, (d) sent by overnight courier, in each case properly posted and fully prepaid to, in cases (b)-(d), Subscriber’s physical address associated with Subscriber’s System account and to iDonate at 300 State Street #93839 Southlake, Tx 76092-9998, or (e) when posted by iDonate on the iDonate website. Either party may change its address for notice by notice to the other party given in accordance with this Section. Notices will be considered to have been given: (i) when the email delivery is electronically confirmed, (ii) at the time of actual delivery in person, (iii) three (3) business days after deposit in the mail as set forth above, or (iv) one (1) day after delivery to an overnight courier service.

9. Miscellaneous

9.1 Force Majeure. Neither party shall be in default of, or liable for any delay or failure to perform, its obligations under this Agreement to the extent such delay or failure is caused by a Force Majeure Event. For purposes of this Agreement, "Force Majeure Event" means any cause or condition beyond a party's reasonable control that could not have been avoided through the exercise of reasonable diligence, including acts of God, natural disasters, earthquakes, floods, fires, hurricanes, or other extreme weather events; epidemic or pandemic; acts of war, terrorism, civil unrest, or public emergency; embargoes, sanctions, or acts or orders of any governmental or regulatory authority; national or regional internet outages, cyberattacks, or telecommunications or electrical infrastructure failures not caused by the affected party; labor disputes, strikes, or lockouts (other than those involving the affected party's own workforce); or failure of a third-party service provider to the extent such failure is itself caused by a Force Majeure Event. Notwithstanding the foregoing, a Force Majeure Event shall not excuse either party's obligation to make payments due under this Agreement. Upon the occurrence of a Force Majeure Event, the affected party shall: (i) promptly notify the other party in writing, describing the nature of the Force Majeure Event, the anticipated duration and scope of the delay or non-performance, and the steps being taken to mitigate its effects; (ii) use commercially reasonable efforts to overcome or mitigate the effects of the Force Majeure Event and resume performance as soon as practicable; and (iii) provide prompt written notice when the Force Majeure Event has ended and normal performance has resumed. If a Force Majeure Event prevents or materially impairs either party's ability to perform its material obligations under this Agreement for a continuous period exceeding sixty (60) days, either party may terminate this Agreement upon thirty (30) days' written notice to the other party without liability to either party, except that iDonate shall refund to Subscriber any pre-paid Subscription Fees applicable to the period following termination on a pro-rata basis.

9.2 Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Subscriber, in whole or in part, whether voluntary or by operation of law, including by way of sale of assets, merger or consolidation, without the prior written consent of iDonate. Any attempted assignment or other transfer by Subscriber without iDonate’s prior written consent will be null and void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their permitted successors and assigns.

9.3 Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement, or its rights or remedies at any time, will not be construed nor deemed to be a waiver of such party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party’s right to take subsequent action.

9.4 If any term, condition or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.

9.5 This Agreement may be amended: (i) by written amendment signed by both parties; or (ii) by iDonate posting updated terms on its website, with notice to Subscriber or upon Subscriber’s continued use of the System after the updated terms are posted. Subscriber agrees to regularly check iDonate’s website for updated terms. No terms in any Subscriber purchase order or business form will modify this Agreement, regardless of iDonate's failure to object.

9.6 Unless Subscriber notifies iDonate in writing to the contrary, iDonate may use Subscriber’s brand, logo, and/or name in conjunction with promotional activities, email communications with iDonate’s other clients, printed materials and other promotional tools to acknowledge that Subscriber is a user of the System. iDonate will obtain Subscriber’s consent to any other promotional uses of Subscriber’s brand, logo and/or name.

9.7 No exercise or enforcement by either party of any right or remedy under this Agreement will preclude the enforcement by such party of any other right or remedy under this Agreement or that such party is entitled by law to enforce.

9.8 Nothing in this Agreement shall be interpreted or construed as establishing between the parties a fiduciary relationship, partnership, joint venture or other similar arrangement.

9.9 This Agreement is governed by the laws of the State of Texas, excluding conflict of law principles and the UN Convention on the International Sale of Goods. Any dispute arising out of or relating to this Agreement shall be brought exclusively in a federal or state court sitting in Dallas County, Texas. Subscriber consents to the jurisdiction of such courts.

9.10 The following provisions will survive the expiration or termination of this Agreement for any reason: confidentiality (Section 6), indemnification (Section 7), notices (Section 8), miscellaneous (Section 9), definitions (Section 10), and Sections 1.10, 3.4, 3.5, 4.3, 4.4, 5.3, and 5.4.

9.11 Construction and Interpretation. The headings and section titles in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement. All uses of “include," "includes," or “including” are non-limiting and shall be deemed followed by the words "without limitation." The words "shall" and "will" are used interchangeably and indicate a mandatory obligation; "may" indicates a permissive right; and "should" indicates a recommended but non-mandatory action. References to a "Section" or "Article" refer to the corresponding section or article of this Agreement unless otherwise specified. References to any statute, regulation, or legal requirement shall be deemed to include all amendments thereto and successor provisions as of the relevant date. References to a "party" include that party's permitted successors and assigns. Defined terms used in the singular include the plural and vice versa, and words of one gender include all genders, as context requires. This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of the authorship of any provision of this Agreement. Any ambiguity shall not be construed against the drafter. The parties acknowledge that each has had the opportunity to review this Agreement and seek the advice of counsel, and no rule of strict construction shall apply against either party. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding to the same extent as original signatures. No provision of this Agreement shall be construed more broadly or narrowly than its plain meaning requires, and the Agreement shall be interpreted to give effect to all of its provisions to the maximum extent possible.

9.12 This Agreement, in conjunction with a valid iDonate Order Form, contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written.

10. Definitions

10.1 “Administrative Cost Deduction” means the fixed amount and/or percentage retained by the Foundation when it processes Noncash Donations as set forth in the Foundation Program Guidelines and the iDonate website.

10.2 "Card Organizations" means the payment card networks and their affiliates, including without limitation Visa, Mastercard, American Express, and Discover, that establish the rules, regulations, and fees governing the acceptance and processing of credit and debit card transactions.

10.3 “Cash Donation” means credit/debit card, echeck, ACH and other similar donations facilitated by the System and that are processed pursuant to a Merchant Agreement.

10.4 “Confidential Information” means this Agreement, the non-donor facing portions of the System, Documentation, information, data, documents, drawings, specifications, and any other information supplied by one party to the other and which should reasonably be considered confidential. Confidential Information will not include information that is publicly available, becomes publicly available through no fault of the Receiving Party, is already in the Receiving Party’s possession without a confidentiality obligation, is obtained by the Receiving Party from a third party without restrictions on disclosure, or is independently developed by the Receiving Party without reference to the Confidential Information.

10.5 “Confidential User Data” shall mean all information received by iDonate from Subscriber or a donor, which can be used on its own or with other information to identify, contact, or locate an individual, including name, date of birth, place of birth, age, gender, race, photograph, social security number, driver’s license number, address, telephone number, mother’s maiden name, e-mail address, IP address, credit card number, account number, login name, screen name, password, and any other personal information, including medical, educational, financial, employment, and criminal information not lawfully accessible from publicly available information.

10.6 “Disclosing Party” will have the meaning set forth in Section 6.1.

10.7 “Documentation” means the instruction manuals or other materials, including online help guides or files, provided by iDonate regarding the Use or operation of the System, as such materials may be modified by iDonate from time to time.

10.8 “Eligible Organization” means a charitable organization that is: (a) qualified under Section 501(c)(3) or (c)(4); (b) an authorized non-profit eligible to accept public donations; (c) not a supporting organization unless identified specifically as a Type I, Type II, or functionally integrated Type III supporting organization; (d) in good standing in its country and state of incorporation and in each country and state in which it is authorized to do business; (e) not engaged in, supporting, encouraging, or promoting unlawful discrimination, terrorism, violence, money laundering, or other illegal, deceptive, or misleading activities; (f) not engaged in activity that violates the spirit of iDonate's fundamental business principles; and (g) not in violation of this Agreement.

10.9 “Fees” means the Subscription Fees, Platform Fees and Transaction Fees.

10.10 “Force Majeure Event" shall have the meaning set forth in Section 9.1.

10.11 “Foundation” means the organization selected by iDonate to process Noncash Donations. Currently, iDonate Charitable Foundation, a Kansas not for profit corporation, which is recognized by the Internal Revenue Service as a tax-exempt organization under Section 501(c)(3) of the IRS code, serves as the selected organization. iDonate reserves the right to alter this selection at any time.

10.12 “iDonate" means iDonate Inc., a Delaware corporation, also referred to in this Agreement as "Company."

10.13 “Initial Term" will have the meaning set forth in Section 4.1.

10.14 “Local Code” means the software provided by iDonate that Subscriber may include in its website to allow potential donors to access the System, such as "embed code" or "iFrame code".

10.15 “Matched Donation” means a Cash Donation that is eligible for matching by a corporation and processed pursuant to the Double the Donation Terms and Conditions as set forth at https://doublethedonation.com/terms-of-service/.

10.16 “Merchant Agreement" means an agreement or agreements between a Qualified Processor and Subscriber for the processing of credit/debit card, e-check, ACH, and other applicable payments.

10.17 “Net Proceeds" will have the meaning set forth in Section 2.3.

10.18 “Noncash Donations” means donations facilitated by the System other than Cash Donations.

10.19 “Order Form” means the written or electronic ordering document or subscription agreement executed by Subscriber and iDonate that specifies the applicable subscription term, Fees, and other relevant commercial terms, and which is incorporated into and made a part of this Agreement by reference.

10.20 “Platform Fees" means the variable, volume-based fees assessed in addition to Subscription Fees, calculated based on the volume of transactions processed through the System, as set forth on the applicable Order Form.

10.21 "Qualified Processor" means a payment processor authorized by iDonate to integrate with the System for the processing of Cash Donations.

10.22 "Receiving Party" will have the meaning set forth in Section 6.1.

10.23 "Renewal Term” will have the meaning set forth in Section 4.1.

10.24 "Subscriber Proceeds" will have the meaning set forth in Section 2.3.

10.25 "Subscription Fees" means the base periodic fees for Subscriber's license to Use the System, as set forth on the applicable Order Form.

10.26 "System" means the iDonate online giving platform that facilitates online cash donations, noncash donation liquidation services, and provides reporting functionality.

10.27 "Term" means the Initial Term and any Renewal Term.

10.28 "Transaction Fees" means the fixed and/or percentage-based fees applicable to processing Cash Donations, as set forth on the applicable Order Form and/or in the Merchant Agreement.

10.29 "Use" means the utilization of those features of the System that correspond with Subscriber's subscription level.

10.30 "Wind Down Period" will have the meaning set forth in Section 4.4.

COPYRIGHT

We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act.

If you think somebody is violating your copyrights and want to notify us, please send the following to copyrightnotices@idonate.com or 300 State Street #93839
Southlake, Tx 76092-9998, or by phone at 972-232-7318

(i) Your physical or electronic signature.

(ii) Identification of the copyrighted work you claim 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 on our 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.

(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.

Designated Agent for service of copyright claims is:

Brad Little, CEO
300 State Street #93839
Southlake, Tx 76092-9998

copyrightnotices@idonate.com