Nonprofit 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 nonprofit organizations that comply with 501(c)(3) of the Internal Revenue Code (each, an “NPO”) to facilitate the donation of equity securities publicly traded in the United States (“Stock” or “Shares of Stock”) by individual natural persons or entities seeking to validly donate Stock as a gift to you (each, a “Donor”). 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 NPO that accesses, uses, or registers with the Website (such party referred to throughout as "you", "your", etc.) agrees to be contractually bound by these Terms of Service (as amended from time to time, the "Terms").

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

1.0 Updates. We reserve the right to update or change the 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 an 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 valid Donors to you, as 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 NPO and may only be used to facilitate the donation (as a gift) of Stock by valid Donors.

2.2 Your Content. By posting, uploading, or transmitting content or information to, or through, the Website you grant us a nonexclusive, 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 valid Donors to you, as an NPO.

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 this agreement.
• You are a corporation, trust, unincorporated association, private foundation or other type of organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code.
• Your acceptance and compliance with these Terms and your use of the Website will not violate your organizational documents (including your certificate of incorporation, bylaws or charter), any agreement to which you are party or any law, regulation or ordinance applicable to you.
• 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.
• You will at all times provide complete and accurate information to us and you will not misrepresent yourself to the public through your use of the Website.
• 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 remain in good standing with the applicable state(s) and IRS and will not violate any applicable state and/or federal law, ordinance or regulation.
• You will only use the Website and services we provide to process irrevocable donations of Stock that are 100% tax deductible and use such Stock and the proceeds thereof for fully tax-deductible purposes set forth in applicable IRS regulations, rules and guidelines.

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

• You will grant us the right and license to list your name and display your logo as a participating organization on our Website.
• You will designate a person from your organization to serve as the administrator and commercial point contact for your account.
• If you intend to receive stock gifts, you will make a reasonable effort to implement our stock gifting Easy Button (widget or link) on your Web site and have your point of contact attend kickoff and playbook sessions.

5.0 International Use Prohibited. This Website is not intended for use by 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. In consideration for payment of the fees provided herein, we shall provide the following services:

• You and your Donors may access and use the Website to process and report on donations
• We grant you a terminable, non-transferable right and license to display our logos and trademarks on your website and link directly to the Website for the purpose of facilitating and processing donations of Stock by Donors to you.
• We will maintain a dedicated page on the Website for you and list you in our directory.
• We will facilitate stock donations in one of two ways: 1) transferring shares directly from the Donor’s brokerage to your brokerage account (“Stock Transfer”), or 2) transferring shares from the Donor’s brokerage to Donatestock Charitable Inc.’s brokerage account, before converting the stock to cash and sending the proceeds to you via check or ACH (“Cash Distribution”. For this agreement, Stock Transfers and Cash Distributions executed through our website are collectively referred to as “Transactions”.
• We will periodically inform you of the status of all Transactions and notify you of any errors or problems processing Transactions.
• 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:

• The Website and the services we offer through the Website are intended to automate and facilitate the submission and processing of Transactions,
• We are not a financial sponsor but rather an intermediary between a Donor, a Donor’s brokerage, Donatestock Charitable, Inc. and NPOs,
• Our responsibilities are (i) to streamline Stock Transfers using the information provided by NPOs and Donors, (ii) to facilitate Cash Distributions as requested by NPOs and (iii) to provide notifications and dashboard reports of donations processed through the Website.
• Donors’ brokerages will have varying limitations and restrictions that in some instances might delay or prevent transfers.
• 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 Fees. In consideration for the rights, services and licenses provided by us hereunder, you hereby agree to pay us a transaction fee per donation (the “Transaction Fee”) of four percent (4.0%) of the value of each donation, up to a maximum of $4,000 per transaction. A minimum fee of $5.00 per transaction will apply.

Alternatively you may choose to pay a fixed monthly fee (a “Subscription Fee”) that would be tiered to your fundraising budget on a case-by-case basis.

Transaction Fees for Stock Transfers shall be calculated based upon the price of the Stock at the time of the submission by the donor (the “Calculation Date”).  Unless otherwise agreed to in writing, Transaction Fees for Stock Transfers will be charged on the 15th and last day of each month to your credit card.  In the event the share price of a Stock Transfer decreases by more than twenty percent (20%) from the price on the Calculation Date you may, within thirty (30) days of your receipt of the billing statement, request in writing a pro-rata credit or refund of the Processing Fee.

Transaction Fees for Cash Distributions shall be calculated based upon the price realized on the sale of the stock (the “Sales Price”) on the date of sale (“Sale Date”). Transaction Fees for Cash Distributions will be deducted from the proceeds payable to you.

Cash Distributions will occur at least twice per month, on the 15^th and last day of each month based on Calculation Date and Sale Date for Transactions that occurred during the previous semi-monthly cycle.  We will provide periodic billing statements detailing each transaction processed and the fee per transaction.

8.0 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.

9.0 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.

10.0 Termination. These Terms shall continue on a monthly basis until either party elects to terminate these Terms by delivering written notice of such termination to the other party. Upon termination of these Terms, all unpaid Fees shall become immediately due and payable. Sections 2 and 7, this Section 10 and Sections 11 through 16 shall survive termination of these Terms.

11.0 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."

12.0 Taxes and Third Party Fees. You are solely responsible for paying all taxes, fees expenses or costs charged by any third party in connection with the transfer of Stock by a Donor to you, including any taxes, fees, expenses or costs charged by a Donor’s brokerage service provider (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.

13.0 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 the greater of (i)  the total Fees relating to all donation transactions you have processed through the Website during six (6) months period immediately preceding the event giving rise to your claim(s) or (ii) one thousand U.S. Dollars ($1,000).  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.

14.0 Indemnification. Each party shall defend and indemnify the other party and its affiliated organizations, and its respective directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any and all third party claims asserted against any Indemnified Party (including all liability, damages, loss, obligations, costs, charges, fines, fees, penalties, interest and expenses (including reasonable and documented attorney’s fees) asserted by a third party against an Indemnified Party) arising from the indemnifying party’s breach of this Agreement.

15.0 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 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.

16.0 General. 

16.1 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.

16.2 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.

16.3 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.

16.4 No Endorsement. Your use of our site does not constitute an endorsement by us of your organization or mission.

16.5 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.

16.6 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.

16.7 Severability. If any provision of the Terms is found to be unenforceable, invalid, or illegal by a court of competent jurisdiction, this finding shall not render any other provision of the 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.

16.8 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.

16.9 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.

16.10 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.

IN WITNESS WHEREOF, DonateStock, Inc. and you have caused these Terms to be executed by their duly authorized representatives identified below, as of the last date written below.