Network for Good Services Agreement

This Network for Good Services Agreement (“Agreement”), which includes Part A (General Terms and Conditions) and Part B (Service/Function Terms and Conditions) is made and entered into as of the date accepted by You and is by and between Network for Good, Inc., a New York corporation, having its principal place of business located at 1140 Connecticut Avenue NW, Suite 700, Washington, DC 20036 United States (“Network for Good”), and the entity ordering or subscribing to any of Network for Good’s services (“You”).

BY ORDERING OR SUBSCRIBING TO ANY OF THE NETWORK FOR GOOD SERVICES, BY LOGGING IN TO THOSE SERVICES, AND/OR BY CLICKING THE “I AGREE TO ABIDE BY NETWORK FOR GOOD’S SERVICES AGREEMENT” (OR SIMILAR PHRASING) RADIO BUTTON OR CHECKBOX, YOU ARE AGREEING TO THE TERMS AND CONDITIONS FOR USE OF THE NETWORK FOR GOOD SERVICES AS SET FORTH IN THIS AGREEMENT. YOU UNDERSTAND THAT YOU WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU WARRANT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT, AND THAT THIS AGREEMENT IS LEGALLY BINDING ON YOU. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU SHALL NOT PARTICIPATE IN OR USE THE NETWORK FOR GOOD SERVICES, RECEIVE ANY RIGHTS FROM NETWORK FOR GOOD, OR ACCESS OR USE ANY MATERIALS OF NETWORK FOR GOOD.

All Network for Good Services offered on and through its websites, mobile sites, and subdomains (collectively, the “Websites”), or otherwise, and subscribed to by You will be referred to collectively as the “Services.”

To whom does this Agreement apply?

This Agreement governs the use of the Services by nonprofit organizations that subscribe to Network for Good’s Services, in other words, Network for Good’s clients.  Donors, visitors of the Websites, and nonprofit organizations who may receive donations through Network for Good’s Services but do not subscribe to Network for Good’s Services are all subject to Network for Good’s Terms of Use.   

What provisions does this Agreement contain?   

     General Terms and Conditions                  Sections 1-8
     Electronic Communication Functions      Section 9
     DonateNow and Everyday Giving Pages  Section 10
     EventsNow                                                   Section 11
     Social Fundraising Platform                      Section 12
     Donor Management                                     Section 13

           

PART A

(General Terms and Conditions)

1. Access to the Services. Subject to the terms and conditions of this Agreement and Network for Good’s Terms of Use, Network for Good will make the Services available to You and Your employees that You identify to Network for Good as authorized to access and use the Services (“Access Holders”). You accept sole responsibility for the use of the Services by You, Your Access Holders, and any other user who gains access to the Services through You or any of Your Access Holders.

YOU SHALL INDEMNIFY AND HOLD NETWORK FOR GOOD, ITS OFFICERS, EMPLOYEES, AND AGENTS HARMLESS AGAINST ANY LOSS, CLAIM, EXPENSE (INCLUDING COURT COSTS AND ATTORNEY FEES) OR LIABILITY OF WHATEVER KIND ARISING OUT OF THIS AGREEMENT FOR YOUR AND/OR YOUR ACCESS HOLDERS’ USE OF THE SERVICES.

The Services include online help functions and a “Frequently Asked Questions” section to assist You and Access Holders in the use of the Services. Network for Good currently makes customer support and services available to You and Access Holders, at no cost to You, via telephone and email on weekdays between 8:00AM and 7:00PM Eastern time, excluding holidays that are recognized by Network for Good, however, the provision of such services is subject to change, in Network for Good’s sole discretion.

Network for Good reserves the right to review all applications for service that accompany this signed agreement and may approve or reject applications at its sole discretion.

2. Data. You shall be solely responsible for the quality and accuracy of all data that You or Your Access Holders enter into the Services. Except as otherwise provided in this Agreement, as against Network for Good, such data shall be Your sole property. Network for Good shall keep all data pertaining to You and Your Access Holders stored in the Services confidential and shall not disclose such data to anyone except employees, agents, and contractors of Network for Good who need to know the same in order to facilitate the performance of their duties. Network for Good will exercise reasonable care in the protection of Your data and will maintain reasonable data integrity safeguards against the deletion or alteration of Your data. If any data is lost or destroyed because of any act or omission of Network for Good or any noncompliance with Network for Good’s obligations under this Agreement, then Network for Good will, at its own expense, use commercially reasonable efforts to reconstruct such data as soon as possible. Network for Good will store and safeguard storage media containing Your data when in the custody of Network for Good. You acknowledge and accept that the Services will be unavailable when Network for Good is backing up data or undergoing regular system maintenance.
3. Improvements. Network for Good may update or otherwise modify the Services at any time for any reason in Network for Good’s sole discretion. Network for Good may shut down the Services for maintenance and development work when necessary. You acknowledge that You are familiar with the Services’ functions, and that the Services are sufficient without modification to meet Your and Your Access Holders’ requirements. Network for Good shall have no obligation whatsoever to customize, modify, or improve the Services.
4. Ownership of the Services. As among Network for Good, You, and Your Access Holders, Network for Good shall be the sole and exclusive owner of the Services, all materials with respect to the Services supplied to You and Your Access Holders, all new versions, improvements, enhancements, additions, and modifications to the Services or such materials, all copyright, patent, trade secret, and other intellectual property rights related to the Services and such materials, and all tangible media on which the Services and such materials are maintained. You and Your Access Holders shall have no claim or right whatsoever with respect to the Services except for the limited license to use the Services granted herein and the return of Your data on the Services as provided herein. You and Your Access Holders may not use, copy, modify, transfer, or make any derivative works of all or any part of the Services, any materials with respect to the Services, or any copy, adaptation, transcription, or merged portion thereof, except as expressly permitted hereunder. If You or any Access Holder undertakes any such prohibited action, Your license shall be automatically terminated.
5. Your and Access Holders’ Responsibilities. You and any Access Holders will be responsible for maintaining the confidentiality of any credentials you provide to access the Services, and shall not share such credentials with anyone else. You and Access Holders agree not to use the credentials of another nonprofit at any time or to disclose Your credentials to anyone else. You agree to exit (or log-off) from Your account at the end of each session and to immediately notify Network for Good at [email protected] of any unauthorized use of Your credentials. You are solely responsible for any and all use of Your account and for any actions that take place from the use of Your account, including any damages or claims resulting from unauthorized access to Your account. You also agree that we or third parties acting on our behalf may send you emails regarding important information regarding Your use of the Websites and other electronic communications such as newsletters, promotional materials, and so on. You may opt out of receiving the newsletters and other promotional messages at any time by clicking the unsubscribe link on the email, but You may not opt-out of receiving important items regarding the use of the Websites or Your account and the like. All suggestions and comments You provide become the intellectual property of Network for Good.
6. No Warranties. NETWORK FOR GOOD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY AS TO NON- INFRINGEMENT, THE PERFORMANCE RESULTS OF THE SERVICES, THE OPERATION, CAPACITY, SPEED, FUNCTIONALITY, QUALIFICATIONS, OR CAPABILITIES OF THE SERVICES, OR THE RESULTS OR EFFICACY OF ANY SERVICES OR ADVICE AS TO ANY MATTER WHATSOEVER. NETWORK FOR GOOD MAKES NO WARRANTIES REGARDING THE EFFECTIVENESS OF THE SERVICES IN FUNDRAISING ACTIVITIES OR COMMUNICATIONS AND MAKES NO REPRESENTATION THAT YOU WILL RECEIVE ANY GRANTS OR DONATIONS AS A RESULT OF YOUR USE OF THE SERVICES. You are responsible for determining whether the Services will achieve Your desired results. Network for Good does not warrant that the Services will be accessible at all times and, further, You understand that the Services may be unavailable during maintenance or at such other times as Network for Good deems necessary. Network for Good’s liability to You under this Agreement shall be limited to the aggregate of all amounts paid by You to Network for Good under Sections 9.3, 10.4, 11.5 and/or 12.4 (fees) within three (3) months of the date of the applicable claim. You may not bring any action, regardless of form, in connection with this Agreement more than one year after accrual of such action.
7. Term and Termination.

You have entered into either a month-to-month or annual subscription for Services. If a month-to-month subscription, the term of Service for which this Agreement shall apply will continue monthly, until terminated by either You or Network for Good. If an annual subscription, then the term of Services to which this Agreement shall apply will continue for one year from the commencement date of such Services and automatically renews for one year terms thereafter, or until terminated by either You or Network for Good.

Network for Good shall have the right in Network for Good’s sole discretion to immediately terminate this Agreement at any time, upon written notice to You.

You may terminate this Agreement by giving Network for Good at least thirty (30) calendar days prior written notice of such termination and the date on which the termination will be effective.

If You terminate this Agreement prior to the expiration of the then current term, whether monthly or annual subscription, the balance of any unpaid amounts owed for the remainder of that term will be charged in full at the time of termination.

8. Entire Agreement; Modification; Waiver. This Agreement constitutes the entire agreement between the parties pertaining to the matters set forth herein and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. Network for Good reserves the right to supplement, modify, or amend the Agreement at any time, without notice to You, by posting updated versions of this Agreement to the Websites. Your continued use of any Services after Network for Good’s modification of this Agreement constitutes Your acceptance of the terms and conditions of this Agreement as modified. You shall be solely responsible for checking the Websites from time to time to ensure You are aware of any updates or changes to this Agreement. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. This Agreement shall be executed electronically.

If You agree to be bound by the terms of this Agreement, You should review the information set forth above. By selecting the “I agree” or similarly phrased radio button or checkbox and clicking the “Confirm and Submit” or “Submit” button, You represent and warrant that You have read, understand, and agree to all of the terms of this Agreement, are authorized to enter into this Agreement, and that this Agreement is legally binding upon You. Network for Good automatically accepts and agrees to be bound by the terms of this Agreement at the time You click on the “Confirm and Submit” or “Submit” button. Once this Agreement is completed and accepted, You should print a complete copy for Your records. If You do not wish to agree to be bound by this Agreement, then You must not participate in or use the Network for Good Services, receive any rights from Network for Good, or access or use any materials of Network for Good.

PART B

(Service/Function Terms and Conditions)

9. Electronic Communication Functions. If You are subscribing to one or more of Network for Good’s Services that include electronic communication capabilities, including email, messaging, or other communication service (including Constant Contact and EventsNow) (“Communication Functions”), Section 9 and its subsections apply specifically to You. If You are not subscribing to any of these Services, Section 9 and its subsections do not apply to You.

9.1 Use Restrictions. Communication Functions are designed to enable You and Access Holders to communicate. You agree (and must require all Access Holders to agree) to use the Communication Functions only to transmit messages and material that are proper and, when applicable, related to the particular Communication Function. ANY IMPROPER USE OF THE COMMUNICATION FUNCTIONS WILL RESULT IN TERMINATION OF YOUR ACCOUNT. By way of example, and not as a limitation, You and each Access Holder agree that when using a Communication Function, he, she, or it will not:

• Use the Communication Functions in connection with pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
• Publish, post, upload, distribute, or disseminate any materials that violate any legal rights (such as rights of privacy and publicity, intellectual property rights, or any other legal rights) of others, or otherwise violate any such rights using the Services.
• Publish, post, upload, distribute, or disseminate any profane, defamatory, obscene, indecent, or unlawful topic, name, image, material, or information.
• Publish, post, upload, distribute, or disseminate any topic, name, material, or information that incites discrimination, hate, or violence towards one person or a group because of their race, gender, sexual orientation, religion, or national origin, or that insults the victims of crimes against humanity by contesting the existence of those crimes.
• Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another.
• Download any file posted by another user of a Communication Function that You or Access Holder, as applicable, knows, or reasonably should know, cannot be legally distributed in such manner.
• Falsify or delete any author attributions, legal or other proper notices, or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
• Restrict or inhibit any other authorized user from using and enjoying the Communication Functions.
• Violate any applicable laws or regulations.
• Create a false identity for the purpose of misleading others.

9.2 License. Network for Good hereby grants a limited, worldwide, nonexclusive, nontransferable, and non-sublicensable right and license to access and use the Services to You and Your Access Holders for the term of this Agreement. Network for Good reserves all other rights with respect to the Services that are not expressly granted to You herein.

9.3 Fees. You will pay Network for Good a recurring subscription fee. The amount of the recurring fees are set forth on Network for Good’s current pricing schedule (less discounts, if applicable), which is subject to change, from time to time, in Network for Good’s sole discretion. You acknowledge that You have reviewed and agree to Network for Good’s current pricing schedule. Network for Good will track Your list size and usage and charge You, on a recurring basis, for the costs incurred during the previous month.

9.4 Right to Terminate Access. Network for Good has no obligation to monitor the Communication Functions. However, Network for Good reserves the right to review materials posted to a Communication Function and to remove any materials in its sole discretion. Network for Good reserves the right to immediately terminate Your or Access Holder’s access to any or all of the Communication Functions at any time, without notice, for any violation of the standards set forth above.

9.5 Rights Reserved. Network for Good reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation legal process or governmental request, or to edit, refuse to post, or remove any information or materials, in whole or in part, in Network for Good’s sole discretion. In addition, Network for Good has the right to use aggregated data about Your usage of the Services in Network for Good’s marketing or other materials.

10. DonateNow (Special Provisions). If You are subscribing to any DonateNow or Donation Page Services, which include any DonateNow or Donation Page bundle, function or service provided by Network for Good, including, but not limited to, products named “DonateNow,” “Donation Pages,” “Smarter Donation Pages,” and “Everyday Donation Pages”, (“DonateNow Services”), Section 10 and its subsections apply specifically to You. If You are not subscribing to the DonateNow Services, Section 10 and its subsections do not apply to You. You hereby represent that You are, or are collecting funds as a legally authorized agent of, an Internal Revenue Code (“IRC”) Section 501(c)(3) organization classified as a public charity under IRC Section 509(a).

10.1 Obligations. The contribution to Your charity is being made to Network for Good, a Delaware nonprofit corporation and donor advised fund (tax ID 68-0480736)(“NFG-DAF”), which NFG-DAF will distribute to You, provided that You are a public charity in good standing with the IRS at the time of the distribution, with such status to be determined by NFG-DAF in its reasonable discretion. Notwithstanding the foregoing, NFG-DAF shall receive and transmit any payments processed by the DonateNow Services that represents any goods and/or services provided to a donor in exchange for a donor’s contribution to You as Your agent providing such services to You. As required by the IRC and Internal Revenue Service (“IRS”), NFG-DAF has exclusive legal control over the donation. During the term of this Agreement, Network for Good and/or NFG-DAF, as applicable, agrees to (i) maintain the DonateNow Services, (ii) maintain such functionality as is necessary so that donors can direct donations to You, (iii) collect all donations directed to You, and grant the proceeds thereof, net of the costs and expenses set forth in Section 10.4, to You, (iv) provide an email receipt to each donor, and (v) provide You the ability to view donation information maintained by Network for Good and NFG-DAF. During the term of this Agreement, You agree to notify Network for Good immediately if there is a material change to any of the information provided on Grantee’s application to participate in the DonateNow Services. AS INDICATED BELOW, DONATENOW PROVIDES YOU ACCESS TO CERTAIN DATA REPORTS. IT IS YOUR RESPONSIBILITY TO REGULARLY REVIEW THESE USER DATA REPORTS AND REPORT ANY CONCERNS TO NETWORK FOR GOOD IN A TIMELY MANNER; FAILURE TO REVIEW AND REPORT WILL LIMIT YOUR RIGHTS AND OUR ABILITY AND OBLIGATION TO ADDRESS YOUR CONCERNS.

10.2 License to Grantee. Network for Good hereby grants to You a limited, non- exclusive, non-transferable, non-sublicensable, revocable right to (i) access the functionality maintained on Network for Good’s secure server through hypertext links incorporated into Your website solely in accordance with the terms of this Agreement, and (ii) solely in connection with such hypertext links, use the logos, trade names, trademarks, promotional text, DonateNow button design and similar identifying material (collectively, the “Licensed Materials”) of Network for Good that Network for Good specifically provides to You for such purpose. You are only entitled to use the Licensed Materials to the extent that You are a member in good standing of the DonateNow Services. Notwithstanding anything to the contrary herein, Network for Good is and shall remain the sole owner of all content on the Websites and all of the Licensed Materials.

10.3 General Conditions. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Network for Good in a negative light. Network for Good reserves all of its respective rights in the Licensed Materials covered by the licenses granted in this Section 10. Network for Good may revoke the license at any time by giving You written notice. Other than the licenses granted in this Agreement, Network for Good retains all right, title, and interest in and to its Licensed Materials and all of its other proprietary materials, including any copyrights, trademarks, patents, trade secrets, and all other intellectual rights and any goodwill embodied therein, and no right, title, or interest is transferred to You. You agree that Network for Good is the sole owner and/or valid licensee of all of the trademarks, copyright and all other intellectual property contained or embodied in the Websites and that You shall not have any ownership or any other rights with respect to all or any portion of the Websites.

10.4 Grants; Fees. As required by the IRC and the IRS, any donations made using the DonateNow Services are made to NFG-DAF, and NFG-DAF has exclusive legal control over such donations. A donor has the right to recommend to Network for Good that it distribute such donations to You. NFG-DAF shall grant such donations to You provided that You are a public charity in good standing with the IRS at the time of the distribution, with such status to be determined by NFG-DAF in its reasonable discretion. As donations are not refundable to the donor, NFG-DAF retains the right to re-grant donations to another charity if You are no longer in good standing as a public charity with the IRS, if You appear on the Office of Foreign Assets Control (OFAC) list of organizations with suspected ties to terrorism, or if You have not cashed checks issued by NFG-DAF to You within 6 months of the date of issue. Pursuant to the terms of this Agreement, NFG-DAF shall distribute to You the aggregate amount of the donations that a donor recommends be distributed to You through the DonateNow Services and actually collected by NFG-DAF, less any amounts retained by Network for Good and NFG-DAF for Fees (as defined below). Note that if donations to You are made through the DonateNow Services for which donors receive goods, services, or event tickets in exchange for their donations to You, Network for Good is acting as Your agent in facilitating such donations made via our Services. You shall pay to Network for Good recurring service fees, one-time fees, and/or transaction fees (as each may be applicable) (“Fees”). The amount of the Fees shall be as set forth on Network for Good’s then-current pricing schedule (less discounts, if applicable) which is subject to change, from time to time, in Network for Good’s sole discretion. You acknowledge that You have reviewed and agree to the current pricing and donation processing schedules. If You have signed up to receive disbursements through electronic funds transfer, then all donations to You, net of Fees, shall be disbursed to You within thirty (30) days after the end of each month. If You are receiving disbursements through checks, the aggregate donations totaling at least $9.51, net of Fees (“Minimum Disbursement Amount”), shall be disbursed to You within thirty (30) days after the end of each month and shall be accompanied by a statement showing the donations collected and the amount retained by Network for Good for Fees incurred.  NFG and NFG-DAF shall have the right to update the Minimum Disbursement Amount from time to time in its sole discretion.  If donations directed to You do not meet the Minimum Disbursement Amount, NFG-DAF will hold donations to You until the sum of the aggregate donations meets the Minimum Disbursement Amount.  Notwithstanding the foregoing, NFG-DAF shall disburse any donations to You, net of Fees, at the end of every twelve (12) months, regardless of whether or not such amount is less than the Minimum Disbursement Amount.

10.5 DonateNow User Data. For the purpose of this Section 10, “User Data” shall mean all information collected by Network for Good from any user who makes an online contribution designated for You via the DonateNow Services. “Individually Identifiable User Data” shall mean that subset of “User Data” which can be reasonably used to identify a specific individual, such as name, address and/or phone number. Except as provided herein, all User Data shall be deemed to be jointly owned by Network for Good, NFG-DAF and You. Without the express permission of the user, neither Network for Good nor NFG-DAF shall sell, disclose, transfer, or rent the Individually Identifiable User Data to any third party, or use any Individually Identifiable User Data for their own purposes or on behalf of any third party at any time, including after termination or expiration of the Agreement. Network for Good and NFG-DAF shall maintain and store all User Data in compliance with their then-current privacy and security policies. Unless You have specifically informed donors of a Privacy Policy that differs from Network for Good’s policy, You shall adhere to the Privacy Policy adopted by Network for Good. Network for Good’s Privacy Policy can be found on its website at http://www.networkforgood.org/privacy. You shall publish a Privacy Policy that clearly and fully communicates Your policies on Your website not later than six months after the date of this Agreement. Network for Good shall release Individually Identifiable User Data to You on a monthly or quarterly basis, as applicable, simultaneous with the statement to be provided to You pursuant to Section 10.4; provided, however, that if You permit anonymous donations and a User elects anonymity, Network for Good shall not disclose such data to You. You shall have access to certain User Data reports through the on-line “My Account” administration services. In the event of service cancellation, You will have access to Your User Data for a period up to 30 days of the date after cancellation.

10.6 Cancelled Contributions.

(1) Donor Initiated Credit Card Contribution Cancellations: All donations processed by NFG-DAF are final and may not be refunded.

(2) Credit Card Company Charge Backs and Disputed Charges: In the event Network for Good receives notification of a charge back or a disputed charge from a credit card company as a result of a donation granted to You:

1. Network for Good will contact the donor via email and carbon copy (cc) You on this email. Network for Good will inform the donor You have partnered with Network for Good to process Your online donations, inform the donor how they can continue with their donation, and inform the donor that canceling their donation will require You to refund their contribution to Network for Good.
2. If the donor does not respond affirmatively to continue with their donation or clear the charge back with their bank within thirty (30) calendar days, then You will be required to return the charge back donation amount to Network for Good within forty-five (45) calendar days from the original email notification.
3. Network for Good shall have the right to:
4. Deduct charge back amounts from Your future grant checks until the charge back and related administrative fees are paid in full.
5. Terminate any of Your access to Your account, as well as suspend, cancel, or terminate Your account for nonpayment of credit card charge backs.
6. Pursue any necessary legal action in order to recover the disputed charge back amounts. You acknowledge and agree that if Network For Good finds You did not, in good faith, attempt to refund Network for Good with the charge back amount in question, then You will pay for all of Network for Good’s expenses (including, but not limited to, courts costs and attorney fees) related to any legal action initiated for the purpose of recovering the disputed charge back amounts from You.
7. EventsNow (Special Provisions). The following special terms apply to the EventsNow Service offered by Network for Good (“EventsNow”). These special terms are in addition to Network for Good’s Terms of Use, and in the event of a conflict, prevail over such Terms of Use. EventsNow is offered by Network for Good through its partner Givezooks!, a Salsa Labs business (“Givezooks!”).

11.1 Use. By accessing and using EventsNow, you signify that You have read, understand, acknowledge, and agree to be bound by the Terms of Use and the following special terms, and that You permit Network for Good to share Your account information with Givezooks! to enable Your access to EventsNow. Furthermore, You agree that the EventsNow service will only be used by or for the benefit of a tax-exempt organization, or an organization otherwise eligible to receive tax-deductible contributions, as specified in Section 501 of the IRC.

11.2 Relationship. You agree and acknowledge that Network for Good receives and transmits any payments processed using EventsNow as Your agent providing such services to You. As a result, all payments received through EventsNow are solicited and received by You and held by Network for Good on Your behalf. Therefore, You are responsible for complying with all federal and applicable state and local laws relating to such fund-raising activities, including providing appropriate gift receipts as required under the IRC and state and local fund-raising and solicitation requirements.

11.3 Representations and Warranties. Network for Good and Givezooks! make no representations or warranties regarding the applicability of tax laws to You, such as Your ability to receive tax deductions or other tax benefits in connection with donations made through the EventsNow service.

11.4 Privacy Policy. Access and use of EventsNow is subject to the privacy policy of Givezooks!, which can be found at http://givezooks.net/privacy/.

11.5 Fees. For each event ticket sale made through the EventsNow service, You will pay Network for Good a transaction fee of 5.5% of the ticket price plus $0.99 per ticket/donation. This transaction fee is subject to change, from time to time, in Network for Good’s sole discretion. You acknowledge that You have reviewed and agree to Network for Good’s current pricing schedule.

12. Social Fundraising Platform (Special Provisions). If You are subscribing to our Social Fundraising Platform and/or we provide You any Network for Good website hosting the Social Fundraising Platform, or you have subscribed to the service formerly known as GiveCorp or fundraising products sold by GiveCorps or GiveLink, LLC (collectively, the “Platform”), Section 12 and its subsections apply specifically to You. If You are not subscribing to the Platform, Section 12 and its subsections do not apply to You. You hereby represent that You are, or are collecting funds as a legally authorized agent of, a IRC Section 501(c)(3) organization classified as a public charity under IRC Section 509(a).

12.1 Obligations. If You have chosen to use a third party processor to process donations in conjunction with the Platform, this Section 12.1 will not apply to You. The contribution to Your charity is being made to NFG-DAF, which NFG-DAF will distribute to You, provided that You are a public charity in good standing with the IRS at the time of the distribution, with such status to be determined by NFG-DAF in its reasonable discretion. Notwithstanding the foregoing, NFG-DAF shall receive and transmit any payments processed by the Platform that represents any goods and/or services provided to a donor in exchange for a donor’s contribution to You as Your agent providing such services to You. As required by the IRC and the IRS, NFG-DAF has exclusive legal control over the donation. During the term of this Agreement, Network for Good and/or NFG-DAF, as applicable, agrees to (i) maintain the Platform, (ii) maintain such functionality as is necessary so that donors can direct donations to You, (iii) collect all donations directed to You, and grant the proceeds thereof, net of the costs and expenses set forth in Section 12.4, to You, (iv) provide an email receipt to each donor, and (v) provide You the ability to view donation information maintained by Network for Good and NFG-DAF. During the term of this Agreement, You agree to notify Network for Good immediately if there is a material change to any of the information provided on Grantee’s application to participate in the Platform. AS INDICATED BELOW, THE PLATFORM PROVIDES YOU ACCESS TO CERTAIN DATA REPORTS. IT IS YOUR RESPONSIBILITY TO REGULARLY REVIEW THESE USER DATA REPORTS AND REPORT ANY CONCERNS TO NETWORK FOR GOOD IN A TIMELY MANNER; FAILURE TO REVIEW AND REPORT WILL LIMIT YOUR RIGHTS AND OUR ABILITY AND OBLIGATION TO ADDRESS YOUR CONCERNS.

12.2 License to Grantee. Network for Good hereby grants to You a limited, non- exclusive, non-transferable, non-sublicensable, revocable right to (i) access the functionality maintained on Network for Good’s secure server through hypertext links incorporated into Your website solely in accordance with the terms of this Agreement, and (ii) solely in connection with such hypertext links, use the logos, trade names, trademarks, promotional text, Platform design and similar identifying material (collectively, the “Platform Licensed Materials”) of Network for Good that Network for Good specifically provides to You for such purpose. You are only entitled to use the Platform Licensed Materials to the extent that You are a member in good standing of the Platform. Notwithstanding anything to the contrary herein, Network for Good is and shall remain the sole owner of all content on the Platform and all of the Platform Licensed Materials.

12.3 General Conditions. You agree not to use the Platform Licensed Materials in any manner that is disparaging or that otherwise portrays Network for Good in a negative light. Network for Good reserves all of its respective rights in the Platform Licensed Materials covered by the licenses granted in this Section 12. Network for Good may revoke the license at any time by giving You written notice. Other than the licenses granted in this Agreement, Network for Good retains all right, title, and interest in and to its Platform Licensed Materials and all of its other proprietary materials, including any copyrights, trademarks, patents, trade secrets and all other intellectual rights and any goodwill embodied therein, and no right, title, or interest is transferred to You. You agree that Network for Good is the sole owner and/or valid licensee of all of the trademarks, copyright and all other intellectual property contained or embodied in the Platform and that You shall not have any ownership or any other rights with respect to all or any portion of the Platform.

12.4 Grants; Fees. If You have chosen to use a third party processor to process donations in conjunction with the Platform, this Section 12.4 will not apply to You. As required by the IRC and the IRS, any donations made using the Platform are made to NFG-DAF, and NFG-DAF has exclusive legal control over such donations. A donor has the right to recommend to Network for Good that it distribute such donations to You. NFG-DAF shall grant such donations to You provided that You are a public charity in good standing with the IRS at the time of the distribution, with such status to be determined by NFG-DAF in its reasonable discretion. As donations are not refundable to the donor, NFG-DAF retains the right to re-grant donations to another charity if You are no longer in good standing as a public charity with the IRS, if You appear on the OFAC list of organizations with suspected ties to terrorism or if You have not cashed checks issued by NFG-DAF to You within 6 months of the date of issue. Pursuant to the terms of this Agreement, NFG-DAF shall distribute to You the aggregate amount of the donations that a donor recommends be distributed to You through the Platform and actually collected by NFG-DAF, less any amounts retained by Network for Good and NFG-DAF for processing costs. In the event that You choose to use your own third-party payment processor to process donations, Network for Good acts as Your agent with respect to the facilitation of donations via the Platform. If You elect to use Network for Good’s payment processing services to facilitate donations via the Platform, and your donors receive any goods, services or event tickets in exchange for their donations to You, NFG-DAF disburses such donations to You acting solely as Your agent. You shall pay to Network for Good Fees, in the amount as set forth on Network for Good’s then-current pricing schedule (less discounts, if applicable) which is subject to change, from time to time, in Network for Good’s sole discretion. You acknowledge that You have reviewed and agree to the current pricing and donation processing schedules. Each grant shall be made to You within thirty (30) days after the end of each month and shall be accompanied by a statement showing the donations collected and the amount retained by Network for Good. Network for Good shall charge You, for Fees incurred.

12.5 Platform User Data. For the purpose of this Section 12, “Platform User Data” shall mean all information collected by Network for Good from any user who makes an online contribution designated for Grantee via the Platform. “Individually Identifiable Platform User Data” shall mean that subset of “Platform User Data” which can be reasonably used to identify a specific individual, such as name, address and/or phone number. Except as provided herein, all Platform User Data shall be deemed to be jointly owned by Network for Good, NFG-DAF and You. Without the express permission of the user, neither Network for Good nor NFG-DAF shall sell, disclose, transfer, or rent the Individually Identifiable Platform User Data to any third party, or use any Individually Identifiable Platform User Data for their own purposes or on behalf of any third party at any time, including after termination or expiration of the Agreement. Network for Good and NFG-DAF shall maintain and store all Platform User Data in compliance with their then-current privacy and security policies. Unless You have specifically informed donors of a Privacy Policy that differs from Network for Good’s policy, You shall adhere to the Privacy Policy adopted by Network for Good. Network for Good’s Privacy Policy can be found on its website athttp://www.networkforgood.org/privacy. You shall publish a Privacy Policy that clearly and fully communicates Your policies on Your website not later than six months after the date of this Agreement. Network for Good shall release Individually Identifiable Platform User Data to You on a monthly or quarterly basis, as applicable, simultaneous with the statement to be provided to You pursuant to Section 12.4; provided, however, that if You permit anonymous donations and a Platform user elects anonymity, Network for Good shall not disclose such data to You. You shall have access to certain Platform User Data reports through the on-line “My Account” administration services. In the event of Service cancellation, You will have access to Your Platform User Data for a period up to 30 days of the date after cancellation.

12.6 Cancelled Contributions.

If You have chosen to use a third party processor to process donations in conjunction with the Platform, this Section 12.6 will not apply to You.

(1) Donor Initiated Credit Card Contribution Cancellations: All donations processed by NFG-DAF are final and may not be refunded.

(2) Credit Card Company Charge Backs and Disputed Charges: In the event Network for Good receives notification of a charge back or a disputed charge from a credit card company as a result of a donation granted to You:

1. Network for Good will contact the donor via email and carbon copy (cc) You on this email. Network for Good will inform the donor You have partnered with Network for Good to process Your online donations, inform the donor how they can continue with their donation, and inform the donor that canceling their donation will require You to refund their contribution to Network for Good.
2. If the donor does not respond affirmatively to continue with their donation or clear the charge back with their bank within thirty (30) calendar days, then You will be required to return the charge back donation amount to Network for Good within forty-five (45) calendar days from the original email notification.
3. Network for Good shall have the right to:
4. Deduct charge back amounts from Your future grant checks until the charge back and related administrative fees are paid in full.
5. Terminate any of Your access to Your account, as well as suspend, cancel, or terminate Your account for nonpayment of credit card charge backs.
6. Pursue any necessary legal action in order to recover the disputed charge back amounts. You acknowledge and agree that if Network For Good finds You did not, in good faith, attempt to refund Network for Good with the charge back amount in question, then You will pay for all of Network for Good’s expenses (including, but not limited to, courts costs and attorney fees) related to any legal action initiated for the purpose of recovering the disputed charge back amounts from You.

12.7. Network for Good Rights and Responsibilities. We review each project before we post it on the Platform. Our efforts include, but are not limited to, screening Your proposed project, obtaining a representation that You are a Section 501 (c)(3) organization and evaluating the project budget to determine that it is reasonable. In addition, we utilize Guidestar’s Charity Check Reports to verify Your charitable status with IRS Publication 78 data. We reserve the right to exclude, suspend or otherwise limit any member of the Platform’s (“Member”) use of the Platform, in our sole discretion.

12.8 Disclaimer. Network for Good shall bear no responsibility for the success of any of Your proposed or funded projects or for Your activities (or lack thereof).

13. Donor Management (Special Provisions). If You are subscribing to Network for Good’s automated CRM system (“Donor Management Services”), Section 13 and its subsections apply specifically to You. If You are not subscribing to the Donor Management Services, Section 13 and its subsections do not apply to You.

13.1. Kindful Donor Management Services. You may be using Donor Management Services provided by either Network for Good or Trail Software, Inc. DBA Kindful (“Kindful”), which is a separate and independent third party service provider.  The website You visit to log in to Your Donor Management Services account will show You if Your Donor Management Services are provided by Network for Good or Kindful.  If Your Donor Management Services are provided by Kindful, this Section 13.1 will apply to Your use of such Services.  Accordingly, when you use Kindful’s Donor Management Services, your use of the Donor Management Services is governed by both this Agreement and Kindful’s Terms of Use, which can be found at https://www.kindful.com/terms.  Similarly, whereas Network for Good’s Privacy Policy will apply to its collection and use of Your personal information, Kindful’s own privacy practices apply to its collection and use of any personal information Kindful collects when You use the Donor Management Services, in accordance with its privacy policy, which You can read at https://www.kindful.com/privacy.  Please review Kindful’s Terms of Use and Privacy Policy carefully.  Network for Good is not responsible for the acts, privacy practices, or content of Kindful or the Donor Management Services and assumes no liability for Kindful’s acts in the provision of the Donor Management Services to You.  Please note that, in our relationship with Kindful to provide You with access to the Donor Management Services, Network for Good may share your personal and organizational information with Kindful, only as necessary for Your use of the Donor Management Services, and in accordance with Network for Good’s Privacy Policy.  Should you have any other questions about Network for Good’s relationship with Kindful, please contact us.

13.2. Network for Good’s Donor Management Services. If You subscribe to Network for Good’s Donor Management Services (check the website you visit to log in; if it is Network for Good’s website, Your Donor Management Services are provided by Network for Good), You are using the Donor Management Services provided by Network for Good, and Your use will be governed solely by this Agreement and Network for Good’s Privacy Policy, such that Section 13.1 will not apply to Your use of the Donor Management Services.

13.3. Customized Forms and Donor Information. The Donor Management Services enable You to create customized forms, wherein You determine which questions You wish donors to answer. Please note that any forms created in Donor Management Services are stored unencrypted in Network for Good’s servers, and as such, You are prohibited from collecting any sensitive or confidential information, including, but not limited to credit card numbers, bank account numbers, social security numbers, and passwords. Please note that if You choose to collect any personally identifiable information in Donor Management, You do so at Your own risk. Network for Good hereby disclaims any liability for Your creation of customized forms, Your collection of data through such customized forms, and Your use of any data collected through such customized forms. You agree to create, post to your website, and abide by a privacy policy that complies with all applicable laws concerning Your collection and use of personal information, which shall include the types of information You collect and enter into the Donor Management Services, and how You use such information.

13.4. Ownership of Donor Information Entered into Donor Management Services. Except as otherwise provided in this Agreement, such as in Sections 10.5 and 12.5, as against Network for Good, any data you enter into the Donor Management Services shall be Your sole property. You shall be solely responsible for the quality and accuracy of all data that You or Your Access Holders enter into the Donor Management Services. With respect to any data you enter into the Donor Management Services, You hereby grant to Network for Good a perpetual, royalty-free, non-exclusive, worldwide license to use such data for statistical analysis and business purposes.  Network for Good shall be under no obligation to maintain or store any data you enter into the Donor Management Services after Your subscription to the Donor Management Services is terminated.

13.5. Communication Functions. Network for Good’s Donor Management Services allow You to email or send text messages to Your contacts saved in the Donor Management Services.

This email capability is provided by Mandrill, created by The Rocket Science Group, LLC d/b/a MailChimp (“Mandrill”), which is a separate and independent third party service provider.  Accordingly, when you use the email functionality of Network for Good’s Donor Management Services (the “Email Functionality”), your use of the Email Functionality is governed by both this Agreement and Mandrill’s Terms of Use, which can be found at http://mailchimp.com/legal/terms/.  Similarly, whereas Network for Good’s Privacy Policy will apply to its collection and use of Your personal information, Mandrill’s own privacy practices apply to its collection and use of any personal information Mandrill collects when You use the Email Functionality, in accordance with its privacy policy, which You can read at http://mailchimp.com/legal/privacy/.  Please review Mandrill’s Terms of Use and Privacy Policy carefully.  Network for Good is not responsible for the acts, privacy practices, or content of Mandrill or the Email Functionality and assumes no liability for Mandrill’s acts in the provision of the Email Functionality to You.  Please note that, in our relationship with Mandrill to provide You with access to the Email Functionality, Network for Good may share your personal and organizational information with Mandrill, only as necessary for Your use of the Email Functionality, and in accordance with Network for Good’s Privacy Policy.

You can also send text messages to Your contacts through Network for Good’s Donor Management Services (the “SMS Functionality”). The SMS Functionality is provided through Network for Good’s account with Twilio Inc. (“Twilio”), which is a separate and independent third party service provider.  Technically, You will be using Network for Good’s Twilio account when You use the SMS Functionality and accordingly, your use thereof is governed by this Agreement and our Privacy Policy and the following agreements with Twilio: (1) Twilio’s Terms of Service, which can be found at https://www.twilio.com/legal/tos; (2) Twilio’s own Privacy Policy, which can be found at https://www.twilio.com/legal/privacy; and (3) Twilio’s Acceptable Use Policy, which can be found at https://www.twilio.com/legal/aup.  Please review these documents carefully.  Network for Good is not responsible for the acts, privacy practices, or content of Twilio or the SMS Functionality and assumes no liability for Twilio’s acts in the provision of the SMS Functionality to You.  Please note that, in our relationship with Twilio to provide You with access to the SMS Functionality, Network for Good may share your personal and organizational information with Twilio, only as necessary for Your use of the SMS Functionality, and in accordance with Network for Good’s Privacy Policy.

We consider the Email Functionality and SMS Functionality to be Communication Functions, and thus, your use of those functionalities is subject to the provisions of Section 9 of this Agreement (except for 9.3, which shall not apply).