Donor Terms of Service

DonateStock, Inc., a Delaware corporation (referred to throughout as "us", "we", "our", etc.) is the owner and operator of the donatestock.com website, an online fundraising platform for use by individual natural persons or entities seeking to donate Stock (as defined below) as a gift (each, a “Donor”) to nonprofit organizations that comply with 501(c)(3) of the Internal Revenue Code (each, an “NPO”). These Terms of Service apply to the donatestock.com website, any subdomains thereof, any API integrations or widgets we offer, and any other website or webpages we own or operate that include a link to these Terms of Service (together collectively referred to as the "Website"). Any Donor that accesses, uses, or registers with the Website (such party referred to throughout in the second person "you", "your", etc.) agrees to be contractually bound by these Terms of Service (as amended from time to time, the "Terms").  You are required to register an account with us in order to use the Website and you may only use the Website in accordance with these Terms to donate or gift equity securities publicly traded in the United States (“Stock” or “Shares of Stock”) to an NPO that has registered to use the Website.

 

Your use of the Website, or any of the services or features accessible therein, constitutes your acceptance of these Terms. If you do not wish to adhere to these Terms, then do not register an account with us and you should immediately discontinue using the Website.

 

1.0 Updates. We reserve the right to update or change these Terms from time to time (each an “Amendment”). Amendments will only apply prospectively.  Amendments will not apply to claims arising before, or arising from facts occurring before, the effective date of such Amendment.  Each Amendment, and the new Terms effected thereby, will be effective when published on the Website and You agree that this method of notice is sufficient and that you will regularly check these Terms for updates or changes.

2.0 IP Ownership & Protection. The Website, and all content contained therein (including images, designs, text, arrangements of the foregoing), its various features and services, and all underlying software and code are our intellectual property and belong exclusively to us or the third parties from whom we have licensed such content. You understand and agree that your use of the Website in no way gives you a ownership, right, title, or interest in the Website or such intellectual property. The Website and its various component parts are protected by copyright law, trademark law, trade secret law, and other laws germane to the protection of intellectual property rights.

2.1 Prohibited Activities. You agree to use the Website and the features and services provided through the Website only to facilitate the donation of Stock by you to an NPO. All other uses are strictly prohibited. You agree not to (and not to encourage a third party to) disassemble, reverse engineer, or otherwise attempt to discover, copy, or transmit, any source code underlying the Website or the software, features, or services provided therein.  The Website, and the service provided thereby, may not be used by you unless you qualify as a valid Donor and may only be used to facilitate the donation (as a gift) of Stock to NPOs that have registered to use the Website.

2.2 Your Content. By posting, uploading, or transmitting content or information to, or through, the Website you grant us a nonexclusive, irrevocable, worldwide, sub-licensable (through multiple-tiers), royalty-free license to copy, store, transmit, publish, publicly display, publicly perform, and otherwise use this content or information to operate the Website to facilitate the donation of Stock by you to an NPO and you consent to us submitting forms electronically to the brokerage service selected by you or for whom you provide all necessary information (a “Brokerage Service”).

 

3.0 Your Warranties & Covenants. By accessing, using, or registering with the Website you represent, warrant, and irrevocably covenant that:

• You have the authority to enter into these Terms.
• All shares of Stock donated by you using the Website are owned by you, beneficially and of record, and you have all power, authority and rights necessary to donate such Stock as a gift to the NPO selected by you.
• Your acceptance and compliance with these Terms and your use of the Website will not violate any agreement to which you are party or any law, regulation or ordinance applicable to you or, if you are entity, your organizational documents (including your certificate of incorporation, bylaws or charter).
• None of the information, data, trademarks, logos or other content provided by you infringes, violates or misappropriates the intellectual property rights of any third party.
• All information provided by you to us in connection with your use of Website, including your registration for an account and your submission of a donation of Stock via the Website, is complete and accurate.
• You will never use the Website, or any services we provide to you, in a manner that violates the law or the legal rights of a third party.
• You are at least 13 years of age if you are using the Website and have the consent of a parent or legal guardian if you are under 18 years of age.
• You will provide the required information and supporting documentation to confirm eligibility to use our Website and receive our services.
• You will only use the Website and services we provide to process irrevocable donations of Stock as a gift to a valid NPO that has registered to use the Website.

 

4.0 Your Additional Obligations. By registering with the Website and using the services provided by us, you hereby agree to the following:

• You will at all times provide complete and accurate information to us and you will not misrepresent yourself to us or the public through your use of the Website
• You will grant us the right and license to contact your Brokerage Service and to submit to such Brokerage Service, on your behalf, all forms, documents and instruments necessary to process each donation of Stock made by you using the Website.
• You agree to keep your password confidential and safeguard your password and not disclose your password to any third party.
• You agree that all feedback, suggestions and functionally requests that you may provide are our sole and exclusive property and may be used by us to further develop the Website and other services we may offer.

 

5.0 International Use Prohibited. This Website is not intended for use by Donors located outside of the United States or NPOs organized under the laws of countries other than those of the United States of America. You represent, warrant, and irrevocably covenant that you will refrain from making financial transactions through the Website if you (i) are located in a country embargoed by the United States or (ii) are on the U.S. Treasury Department's list of Specially Designated Nationals. If you choose to use this Website, you are solely responsible for compliance with all applicable local laws and you consent to having your data transferred, processed, and stored in the United States.

 

6.0 Our Obligations. We shall provide the following services:

 

• You may access and use the Website to process and report on donations of Stock made by you to an NPO.
• We grant you a terminable, non-transferable right and license to access and use the Website to make donations of Stock as a gift to NPOs that have registered to use the Website.
• We will facilitate the processing of donations of Stock to made by you to an NPO using the Brokerage Service selected by you, subject to any limitations or restrictions imposed by your Brokerage Service.  
• We will periodically inform you of the status of all donations of Stock processed for you via the Website and notify you of any errors or problems processing any Transfer Documentation (as defined below).
• We will provide you with access, via the Website, to dashboard reporting of activity on your account and the status of all Transfers being processed through use of the Website.

 

You hereby acknowledge that (i) the Website and the services we offer through the Website are intended to automate and facilitate the completion, submission and processing of documentation necessary to effect a donation of Stock by a Donor to an NPO (“Transfer Documentation”), (ii) we are an intermediary between a Donor, a Donor’s brokerage service provider and NPOs and we do not purchase, sell or take possession of any Stock or certificates evidencing Stock, (iii) our sole responsibility is to streamline the accurate completion of Transfer Documentation using the information provided by NPOs and Donors, the submission of such Transfer Documentation to the brokerage service provider identified by a Donor and to provide you with dashboard reports of donations of Stock being processed through use of the Website.  We do not provide any assurances that a donation shall qualify as a charitable donation under the Internal Revenue Code.  We do not provide any legal, tax or accounting advice or make any representations regarding the accuracy or completeness of the information provided by a Donor.

 

7.0 Other Policies Incorporated herein by Reference. You hereby accept our (i) Privacy Policy, as in effect from time to time and published on the Website at DonateStock.com  (ii) DMCA Policy, as in effect from time to time and published on the Website at DonateStock.com  and (iii) our Acceptable Usage Policy, as in effect from time to time and published on the Website at DonateStock.com.  

 

8.0 Availability of Service. As the provider of the Website, we reserve the right to discontinue or alter (i) the Website, in whole or in part, (ii) any features or services provided by or through the Website, or (iii) your account with the Website, for any or no reason, without notice to you.

 

9.0 Termination.  These Terms shall continue until either party elects to terminate these Terms by delivering written notice of such termination to the other party or, in the case of Customer, by deleting your user account.  Upon termination of these Terms, Sections 2, this Section 9 and Sections 10 through 15 shall survive termination of these Terms.  

 

10.0 Disclaimer of Warranties. We disclaim all warranties, express, implied, statutory, or otherwise, concerning the Website to the fullest extent allowed by applicable law. This waiver includes, but is not limited to, all warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy of information. We make no warranties concerning continuity of service, the security of the Website, or that the Website will be error free. We offer the Website and the features and services contained therein "AS IS" and "WITH ALL FAULTS."

 

11.0 Taxes and Third Party Fees. You are solely responsible for paying all taxes, fees expenses or costs charged by any third party (including your Brokerage Service) in connection with the transfer of Stock by you to an NPO (collectively “Third Party Charges”).  You hereby agree to indemnify us, and hold us harmless from, all Third Party Charges and to promptly pay us or reimburse us for all such Third Party Charges.

 

12.0 Limitation of Liability. Neither we nor our officers, directors, employees and agents, will be liable to you for any special, consequential, indirect, punitive, exemplary or incidental damages (including lost revenues or profits, decline in value or loss of goodwill), regardless of the cause, legal theory, or cause of action, even if we have been advised of the likelihood thereof. Our aggregate liability, together with the liability of our officers, directors, employees and agents, arising out of these Terms and your use of the Website (when aggregated with all other claims against us arising out of these Terms and your use of the Website), regardless of the type of claim(s) or the nature of the cause(s) of action, will not exceed one hundred U.S. Dollars ($100). You acknowledge that the foregoing limitations are an essential basis of the bargain we have reached and that they will apply notwithstanding any failure of essential purpose of any limited remedy.

 

13.0 Indemnification. You agree to hold the Releasees harmless and to defend and indemnify each of them for all costs, expenses (including reasonable attorney's fees), damages, and liability from third party claims, which arise from, or relate to, your use of the Website or your breach of these Terms, including, but not limited to, any Third Party Charges.

 

14.0  Mutual Confidentiality.  You acknowledge that the Website, the services provided via the Website and the software we use to provide those services incorporate confidential and proprietary information we developed or acquired or licensed from third parties and that all such materials are our Confidential Information.  If either you receive or have access to our Confidential Information or any NPO’s Confidential Information or if we receive or have access to your Confidential Information then the party receiving such Confidential Information (the “Receiving Party”) from the other party (the “Disclosing Party”) shall not: (i) reverse engineer such Confidential Information; (ii) use such Confidential Information other than in connection with the performance of its obligations or exercise of its rights hereunder or (iii) disclose or make available such Confidential Information to any of the Receiving Party’s employees, agents, contractors or consultants or to any third parties, except those that have agreed in writing to be bound by terms and conditions substantially similar to, and no less restrictive with respect to limitations on use and disclosure, than those contained in these Terms and each of which have a “need to know” in order to carry out the purposes set forth in these Terms.  A Receiving Party shall take all reasonable precautions necessary to safeguard the confidentiality of all Confidential Information disclosed by the Disclosing Party, including those precautions taken by the Receiving Party to protect its own Confidential Information. The term “Confidential Information” means all information which is not generally available to the public or a Disclosing Party’s competitors, which is disclosed in oral, visual or written format (or contained in an item or product) and (A) which, if disclosed in written format, is clearly and visibly marked to indicate its confidential status or if first disclosed in oral or verbal format, is designated at the time of disclosure, as Confidential Information and within 30 days of first disclosure, reduced to writing and delivered to the Receiving Party or (B) which, under the circumstances surrounding disclosure, or the nature of the information disclosed, would reasonably be expected to be confidential; provided that the term “Confidential Information” shall not include information which the Receiving Party can show by reasonable proof (I) to have been known by the Receiving Party prior to the time of disclosure by the Disclosing Party, (II) to have become part of the public domain through no fault or breach of these Terms by the Receiving Party, (III) to have been disclosed to the Receiving Party in good faith by a third party who is not under any obligation of confidence or secrecy to the Disclosing Party at the time such third party discloses the information to the Receiving Party or (iv) to have been compelled to be produced by a court of competent jurisdiction, provided that the Receiving Party shall first give written notice to the Disclosing Party of any such request or order of the court to give the Disclosing Party an opportunity to contest or limit said request or order of the court.

 

15.0 General. 

 

15.1 Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of Texas, without regard to its choice of law provisions.

15.2 Venue. You hereby irrevocably agree that the sole and exclusive jurisdiction and venue for any disputes which may arise out of, or relate to, these Terms or your use of the Website will be the state and federal courts located in Harris County, Texas. You hereby expressly and irrevocably consent to the jurisdiction and venue of such courts.

15.3 No Joint Venture. These Terms do not create, and shall not be construed to create, a joint venture, partnership, or other formal business relationship between you and us. At all times we shall remain independent contractor with respect to you.

15.4 No Endorsement. Your use of the Website does not constitute an endorsement by us of any NPO or their mission. 

15.5 No Assignment. You have neither the right nor the power to assign your rights under these Terms. Any purported assignment of your rights under these Terms will be NULL AND VOID.

15.6 Entire Agreement. These Terms, together with the policies expressly referred to herein, contain the entire agreement between you and us, they are a complete integration of our agreement and supersede and displace any earlier or contemporaneous written or oral negotiations, statements, or agreements purporting to deal with the subject matter hereof.

15.7 Severability. If any provision of these Terms is found to be unenforceable, invalid, or illegal by a court of competent jurisdiction, this finding shall not render any other provision of these Terms unenforceable, invalid, or illegal. We both agree that the court will have the authority to modify or replace the unenforceable, invalid, or illegal provision with a valid and enforceable provision that most closely represents our intentions with respect to the invalid, illegal, or unenforceable provision.

15.8 No Waiver. Any delay on your part, or on our part, to exercise a right or power granted under these Terms will not be construed as a waiver of such right or power. All waivers must be in writing and a waiver of any particular breach will not be construed as a waiver of any other breach, or any succeeding breach.

15.9 Headers. The headers contained within these Terms are for convenience of reference only. They should not be interpreted to modify the plain meaning of the various provisions of these Terms.

15.10 Attorney’s Fees. If a dispute arises out of these Terms or your use of the Website then the prevailing party in any litigation will be entitled to recover all costs and expenses (including reasonable attorney's fees) incurred as a result of that litigation.