Donnate Nonprofit Agreement

This Nonprofit Agreement (“Agreement”) sets out the terms on which Donnate Technology Limited, (“Donnate,” “we,” “our,” or “us”) offers entities subscribing to Donnate (“Nonprofit”) access to and use of our sites, services, applications, and tools (collectively 'Services'). By accessing or using the Services, the Nonprofit agrees to be bound by this Agreement. If the nonprofit does not agree to this Agreement, they may not access or use the Services.

The Nonprofit also agrees to Donnate User Agreement, Privacy Policy, Cookie Policy, and all other policies posted on Donnate. If a policy conflicts with the terms of this Agreement, the policy will prevail to the extent of the conflict.

1. Definitions

In addition to terms defined elsewhere in this Agreement, the following terms have the following meanings:

“Authorised Person” means any person, whether or not an officer or employee of Nonprofit, authorised by Nonprofit to access the Services.

“Confidential Information” means all written or oral information, disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), related to the business, products, services, or operations of the Disclosing Party that has been identified as confidential or that, by the nature of the information or the circumstances surrounding disclosure, ought reasonably to be treated as confidential, including inventions, processes, computer source and object code, formulae, data, programmes, other works of authorship, know-how, designs and techniques, and information regarding products, marketing, business plans, budgets, financial statements, contracts, prices, suppliers, and agents. Confidential Information includes the features and functionality of the Platform (both current and planned). A Party’s Intellectual Property shall be considered Confidential Information.

‍“Data Protection Laws” mean all applicable privacy, data protection, or similar laws and regulations anywhere in the world, as the same may be amended from time to time, including, to the extent applicable to this Agreement, the EU General Data Protection Regulation (“GDPR”) (Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016), and any applicable implementing legislation or any amendment thereto.

‍“Donnate Marks” means the Donnate word marks, stylized logos, service marks, and any other trademark, and any other Donnate trade name, trademark, service mark, logo, or other designation of origin associated with Donnate products or services, whether or not registered.

‍“Intellectual Property” means all intellectual property rights and all tangible embodiments of such rights, wherever located, including but not limited to the following: (i) all trademarks, service marks, or other designations of origin, whether or not registered, including all registrations and related applications, and all goodwill associated with any of the foregoing; (ii) all copyrights, moral rights, and other rights in works of authorship, including all registrations and related applications; (iii) all inventions and ideas, whether patentable or not, and all patent rights, patents, and patent applications; (iv) all know-how, trade secrets, Confidential Information, and other proprietary rights and information; (v) all other rights covering intangible property recognised in any jurisdiction.

‍“Nonprofit Marks” means any Nonprofit trade name, trademark, service mark, logo, or other designation of origin associated with Nonprofit’s products or services.

‍“Personal Data” means the personal data (as defined in the Data Protection Laws) that is processed from time to time by the parties in connection with this Agreement. The terms controller, processor, data subject, and processing (and related expressions) shall have the meanings given to them in the Data Protection Laws.

2. Services

i. Access and Use. Nonprofit accepts sole responsibility for the use of the Services by Nonprofit, any Authorised Persons, and any other user who gains access to the Services through Nonprofit or any Authorised Person, including any violation of this Agreement or any applicable laws (including but not limited to Data Protection Laws).

ii. Feature. As part of the provisions of the Services, Nonprofit agrees that Donnate may (in its discretion) feature, white-label, or otherwise spotlight ( “Feature” ) Nonprofit in one or more portions of Donnate, social media, advertising, or other channels. Nonprofit understands that Donnate is under no obligation to Feature Nonprofit, and this Agreement in no way makes any promises, commitments, or guarantees as to whether Nonprofit will be Featured. Nonprofit further agrees that Featuring Nonprofit on Donnate does not constitute a solicitation of donations and that Donnate does not engage in any solicitation activities on behalf of any of the organisations that may be listed or Featured on Donnate.

iii. Modifications. Nonprofit acknowledges and agrees that (i) Donnate may (in its discretion) update or modify the Services at any time for any reason; (ii) Donnate shall have no obligation to customise, modify, or improve the Services, and (iii) the Services may be interrupted for maintenance and developments when deemed appropriate by Donnate.

iv. Amendments to the Agreement. The Nonprofit acknowledges and agrees that Donnate may revise and update this Agreement from time to time in its discretion and that all changes are effective immediately when posted and apply to all access to and use of Donnate thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice before the date the change is posted on Donnate. Nonprofit’s continued use of Donnate following the posting of the revised Agreement means that Nonprofit accepts the changes. You are encouraged to review the terms of this Agreement frequently to ensure compliance.

3. Nonprofit’s Obligations

Nonprofit shall cooperate in the performance of the Services, including but not limited to providing information and materials, as reasonably requested by Donnate. Donnate shall not be responsible for any delays, damages, or expenses directly caused by the inaccuracy of such information or materials and/or by acts or omissions of Nonprofit or Authorised Persons.

4. Payment Processing

i. As part of the Services, Donnate transmits any donation to Nonprofit through third-party payment platforms, such as Stripe, Inc. (“Stripe”, the "Payment Processors"), as described in the User Agreement. Nonprofit agrees that such activity does not constitute solicitation on behalf of Nonprofit, and that all payments received through any Payment Processors are donations to Nonprofit. Nonprofit is responsible for complying with all applicable national and local laws relating to receiving online donations.

ii. By using a Payment Processor, Nonprofit acknowledges and agrees that all payments and monetary transactions through Donnate are handled by such Payment Processor, and is bound by their terms of service. Nonprofit acknowledges and agrees that Donnate shall not be liable for any issues related to payments and monetary transactions that occur through Nonprofit’s use of Donnate Services. This includes transactions that were not processed due to a network communication error or any other reason. Nonprofit acknowledges and agrees to not hold Donnate liable for any adverse effects that actions (whether intentional or unintentional) on the part of any Payment Processors may cause to Nonprofit’s accounts or its business.

iii. In connection with any payment processed as a donation to Nonprofit, Nonprofit authorises Donnate to issue a donation receipt to the donor on Nonprofit’s behalf.

iv. If there are any chargeback issues raised by the Payment Processor relating to donations received through Donnate the nonprofit will be liable to refund the amount.

5. Taxes

Each Party will be responsible for any real or personal property taxes, assessments, or levies on property it owns, or that it otherwise has a responsibility to report and remit; any franchise and privilege taxes on its business; any taxes based on its net or gross income or gross receipts; and any taxes arising from the employment or independent contractor relationship between such Party and its personnel or contractors. Notwithstanding the foregoing, Nonprofit shall indemnify and hold harmless Donnate for any costs and expenses arising from inaccurate or misrepresented information provided by Nonprofit in relation to its tax status, including but not limited to any claim or adjustment asserted by a tax authority.

6. Privacy and Data Protection

i. The parties acknowledge and agree that each party is a controller of the Personal Data which it processes pursuant to this Agreement.

ii. Each party shall: (a) comply with (i) the provisions of any Data Protection Laws, to the extent applicable to this Agreement, and (ii) to the extent Donnate shares or otherwise transfers Personal Data subject to the GDPR to the Nonprofit, the Standard Contractual Clauses for controllers as approved by the European Commission under Decision 2004/915/EC; (b) provide all privacy notices to, and obtain any necessary consents from, data subjects, which are required to be provided and obtained under Data Protection Laws to allow the parties to lawfully process the Personal Data as required and permitted under this Agreement; (c) ensure that there is a lawful justification under Data Protection Laws for the party’s respective processing of Personal Data in accordance with this Agreement; and (d) provide reasonable assistance to the other party to the extent reasonably required for the other party to respond to any requests made by data subjects under Data Protection Laws and/or communications from data protection regulators in accordance with Data Protection Laws.

7. Intellectual Property Rights

i. Ownership. Donnate has and will retain all right, title, and interest in and to the Services, the Donnate Marks, Donnate Confidential Information and Intellectual Property (collectively, “Donnate Property”). Nonprofit has and will retain all right, title, and interest in and to the Persona Data of Authorised Persons, Nonprofit Marks, and Nonprofit’s Confidential Information (collectively, “Nonprofit Property”).

ii. General Licence of Nonprofit Property. Nonprofit hereby grants Donnate a revocable, non-exclusive, non-transferable licence to use the Nonprofit Property solely in connection with the performance of the Services, and as otherwise expressly agreed in writing by the Parties.

iii. Use of Marks. Nonprofit grants Donnate and its affiliated entities a non-exclusive, non-transferable, limited licence to use Nonprofit Marks to Feature Nonprofit, and to promote and advertise the Services, including through websites, social media channels, and printed materials. Subject to Governing Law Section hereunder, Donnate grants to Nonprofit a non-exclusive, non-transferable, limited licence to use Donnate Marks to disclose the relationship between the Parties on Nonprofit’s website, social media channels, and other media managed by Nonprofit. Upon written request by the licensor Party, the licensee Party shall promptly cease to use the licensor Party’s Marks, except as necessary for Donnate to perform the Services pursuant to this Agreement.

iv. Further Cooperation. Each Party agrees to execute such further documents and to perform such other acts as reasonably necessary to evidence or perfect the rights of the other Party as defined in this Section.

8. Confidentiality

i. Use of Confidential Information. Except as otherwise expressly provided in this Agreement, each Receiving Party will (and will cause its employees, agents, and representatives to) maintain all Confidential Information received by it from the Disclosing Party in the strictest confidence and will only use such Confidential Information for the purpose contemplated in this Agreement. Each Receiving Party will not disclose the Disclosing Party’s Confidential Information without prior written consent of the Disclosing Party. The Receiving Party may permit access to Confidential Information only to those of its employees, agents, and authorised representatives who have signed confidentiality agreements with the Receiving Party, or are otherwise bound by confidentiality obligations to it that are at least as restrictive as those contained herein.

ii. Exceptions to Confidentiality. The restrictions on the use or disclosure of Confidential Information in this Agreement do not apply to any Confidential Information that the Receiving Party can demonstrate: (i) is generally available to the public without breach of this Agreement by the Receiving Party, its agents, representatives, or employees; (ii) was rightfully in the Receiving Party’s possession prior to disclosure to it by the Disclosing Party; (iii) was independently developed by the Receiving Party without use of or reference to any of the Disclosing Party’s Confidential Information; (iv) was rightfully received by the Receiving Party from a third party who did not have a duty of confidentiality to the Disclosing Party; or (v) was disclosed in response to a valid order by a court or other governmental body, provided, that to the extent legally permissible the Receiving Party must notify the Disclosing Party promptly of such disclosure in order to permit the Disclosing Party to seek confidential treatment of such Confidential Information. Notwithstanding anything to the contrary herein, Donnate may collect aggregate statistical data about the use of the Platform and use such data for its internal business purposes and in connection with its marketing efforts.

iii. Remedies for Breach of Confidentiality. Each Receiving Party agrees that the Disclosing Party would suffer immediate and irreparable harm if any of its Confidential Information is used or disclosed in a manner not permitted by this Agreement. Upon a breach or the threatened breach of this Section (Confidentiality), the non-breaching Party will be entitled to injunctive relief restraining the breaching Party from such a breach or threatened breach. Nothing herein shall be construed as prohibiting the non-breaching Party from pursuing any other remedy against the breaching Party on account of such breach or threatened breach.

iv. Survival of Confidentiality. Notwithstanding anything to the contrary in this Agreement, the confidentiality provisions and the related parties’ obligations of this Section shall survive any expiration or termination of this Agreement.

9. Term and Termination

i. Term. This Agreement will commence on the date of Nonprofit's approval for membership to Donnate and will continue until termination by either Party (the “Term”).

ii. Termination. Either Party may terminate this Agreement at any time by giving written notice to the other Party. Upon termination of this Agreement, Nonprofit shall (and shall ensure that each Authorised Person) immediately cease access to and use of Donnate Services. Any termination shall be subject to the survival provisions of this Agreement.

10. Prohibited Uses

i. Nonprofit represents and warrants that it shall not, nor will it permit anyone else to:

1. adapt, alter, modify, improve, translate, or create derivative works of Donnate; 
2. attempt to access or download the technology used by Donnate to provide the Services (other than as expressly provided by Donnate for Nonprofit to use the Platform) or reverse engineer, decompile, disassemble, or otherwise attempt to reconstruct or obtain the source code to all or any portion of Donnate; 
3. provide any third party access to or use of the Services on behalf of any third party, including as part of a time-sharing, outsourcing or service bureau environment; 
4. transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the operation of the Services; 
5. attempt to test the vulnerability of the Services or Donnate system or network or circumvent any security or authentication measures protecting Donnate Services; 
6. remove any proprietary notices or labels in documentation provided by Donnate; or 
7. use any Services in any manner detrimental to Donnate, including for the purpose of creating or improving any services or technology that performs similar functions or is competitive with Donnate.

ii. Furthermore, Nonprofit represents and warrants that it shall not

1. discriminate on the basis of race, colour, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status in any of your activities, programmes, or operations. These activities, programmes, and operations include, but are not limited to, hiring and firing of staff, employees, and interns; the selection of volunteers, vendors and contractors, and provision of services,
2. advocate against or deny the rights of women,
3. advocate against or deny the rights or existence of anyone on the basis of their sex, gender, gender expression or sexual orientation
4. advocate against or deny the rights of historically underrepresented groups, including Black, brown, AAPI and Indigenous people,
5. advocate against or deny environmental or social sustainability practices, especially with regard to renewable energy; land, water and air rights and use; and the growing climate emergency,
6. advocate for the sale, ownership, and/or civilian use of assault weapons, weapons of war, high capacity magazines, automatic weapons or any mechanism that can convert a firearm into an automatic weapon, or
7. disseminate hate speech or dangerous speech, promote or incite violence online or offline.

11. Disclaimer of Warranties

EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 9 (REPRESENTATIONS AND WARRANTIES), DONNATE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

NEITHER DONNATE NOR ANY PERSON ASSOCIATED WITH IT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF DONNATE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER DONNATE NOR ANYONE ASSOCIATED WITH IT REPRESENTS OR WARRANTS THAT THE CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM, WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT DONNATE SERVICES OR ITEMS OBTAINED THROUGH THEM WILL OTHERWISE MEET NONPROFIT’S NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, DONNATE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12. Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL DONNATE, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

13. Indemnification

Nonprofit shall indemnify and hold Donnate, its affiliated entities and its and their officers, directors, agents, employees and representatives harmless from and against any actual or prospective loss, damage, liability, claim, demand, suit, cost and expense (including reasonable attorney fees), arising out of or relating to Nonprofit’s or any Authorised Person’s (i) access or use of Donnate Services, (ii) breach of representations and warranties hereunder, (iii) violation of any laws (including Data Protection Laws), Donnate User Agreement, or this Agreement (iv) infringement or misappropriation of Intellectual Property of Donnate or any third party, (v) fraud, willful misconduct, or negligence or (vi) other acts or omissions proximately caused by Nonprofit or any Authorised Persons, in each of the above cases except to the extent proximately caused by fraud, willful misconduct, and gross negligence of Donnate.

14. Assignment

Nonprofit may not assign this Agreement without the prior written consent of Donnate.

15. Governing Law; Jurisdiction

All matters relating to Donnate Services and this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in all respects by the laws of England and Wales.

16. Survival

The provisions in the Taxes Section and all the provisions from the Confidentiality Section to the Entire Agreement, Severability, and Waiver Section shall survive any expiration or termination of this Agreement, including, without limitation, any termination pursuant to the Term and Termination Section.

17. Entire Agreement, Severability, and Waiver

This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements.

If any provision of this Agreement is held invalid, illegal, or unenforceable, the other provisions will remain in full force and effect to the greatest extent possible, provided that the omission of the invalid provision does not materially prejudice the rights of either Party.

All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.