Nonprofit Terms of Service

MILLIE, PBC

FEATURED NONPROFIT TERMS OF SERVICE

Last Updated: December 10, 2019

BY SUBMITTING A NONPROFIT APPLICATION (THE “NONPROFIT APPLICATION”) TO BE LISTED AS A NONPROFIT (A “FEATURED NONPROFIT”) ON THE WEBSITE MILLIEGIVING.COM, RELATED SUBDOMAINS AND THE RELATED MILLIE MOBILE APPLICATIONS (THE “SITE”) AND RELATED SERVICES (THE “SERVICES”), YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) REGARDING SUCH FEATURED NONPROFIT LISTING AND THE GENERAL SERVICES OF MILLIE, PBC. (THE “COMPANY” OR “MILLIE” HEREIN). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT BE A FEATURED NONPROFIT ON THE SITE.

Welcome

Subject to the terms of this Agreement, Millie may feature your organization (the “Organization”) as a Featured Nonprofit on the Site and/or via the Services for the purposes described below. Your submission of a Nonprofit Application shall be deemed to be the Organization’s agreement to abide by the terms of this Agreement, including any materials available on the Site incorporated by reference herein, including but not limited to Millie’s Privacy Policy. To the extent that you access the Site or the Services, you also agree to abide by the terms of Millie’s general Terms of Service, which can be viewed at https://milliegiving.com/terms-of-service. For reference, a Definitions section is included at the end of this Agreement.

1. Services

Millie offers its Site and Services as a platform to allow individuals to contribute monetary donations to a donor advised fund (the “Fund”) and to request that the Fund contribute specified amounts to one or more charitable organizations (each, a “Nonprofit” and, collectively, “Nonprofits”). Millie is not a broker, financial institution, creditor, charity or 501(c)(3) organization. Millie does not provide financial, legal, tax or other professional advice. Although there are no fees associated with a user’s registration for an account on the Site, when contributing money to the Fund, industry-standard transaction fees apply and will be deducted from the total donation amount. For a further description of these fees, please visit https://milliegiving.com/faqs.

By submitting an Application, you are authorizing (but not requiring) Millie to feature the Organization as a Featured Nonprofit on the Site for the purposes of recommending that Users request that the Fund contribute monetary donations to the Organization (each, a “Donation”), as further described below. You acknowledge and agree that all Donations must comply with applicable laws and the terms and conditions of the Fund (collectively, the “Donation Rules”). In the event that Millie, the Fund or a government regulator or enforcement agency determines, in its sole discretion, that a User’s proposed Donation to your Organization would violate a Donation Rule, the Fund may reject the Donation and return the proposed Donation amount to the applicable User. For the avoidance of doubt, each of Millie and the Fund reserves the right to refuse any Donation request submitted by a User.

2. Content; Privacy & Security

Millie does not assume any responsibility for the conduct of or information provided by the Organization. Millie expressly disclaims any liability or responsibility for such conduct or information, and the outcome or success of donations to the Organization. Millie does not guarantee that the Organization will receive any funds as a result of being a Featured Nonprofit on the Site or via the Services. Millie’s Privacy Policy may be viewed at https://milliegiving.com/privacy-policy. Millie reserves the right to modify its Privacy Policy and Terms of Service in its reasonable discretion from time to time.

3. License Grant & Restrictions

You hereby grant to Millie a non-exclusive, limited, revocable, worldwide right to use, distribute, perform, transmit, modify (for the purposes of technical or formatting modifications to display the Organization Content on the Site or via the Services) and reproduce the Organization’s name, logo, mission statement, taglines, text, photographs, images, videos, sound recordings and other content provided by you in your Nonprofit Application or as otherwise provided to Millie for the purposes of featuring the Organization as a Featured Nonprofit on the Site (collectively, the “Organization Content”).

Millie shall be entitled to adjust the scope of the Site, the Services and the underlying technical infrastructure to reflect the continuing development of the Site, the Services and technical advances. Millie reserves the right to terminate your Featured Nonprofit Status at any time, and nothing contained in this Agreement shall be construed as requiring Millie to feature the Organization as a Featured Nonprofit at any time.

4. Your Responsibilities

You are responsible for providing the Organization Content to Millie in true and correct form. You are solely responsible for all Organization Content you provide to Millie. The Organization Content shall not: (i) include any false or misleading information; (ii) defame, abuse, harass, threaten or otherwise violate the legal right of others; (iii) include any content that infringes the Intellectual Property Rights of a third party; and (iv) include any personal information about individuals or any information that is subject to applicable privacy laws or regulations.

5. Disclaimer of Warranties

MILLIE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SITE, THE SERVICES OR ANY CONTENT. MILLIE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SITE OR THE SERVICESWILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, LEADS OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVER(S) THAT MAKE THE SITE AND THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN A SEPARATE WRITTEN AGREEMENT BETWEEN YOU AND MILLIE, THE SITE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN AS IS BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY MILLIE AND ITS LICENSORS. MILLIE MAKES NO REPRESENTATION OR WARRANTY REGARDING THE TRANSACTIONS (INCLUDING BUT NOT LIMITED TO DONATIONS) SOUGHT TO BE EFFECTED THROUGH YOUR USE OF THE SITE, INCLUDING BUT NOT LIMITED TO THE TAX TREATMENT THEREOF.

6. Indemnification

You shall indemnify and hold Millie, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (a) your inclusion as a Featured Nonprofit on the Site, (b) Organization Content and (c) a claim arising from the breach by you of this Agreement.

7. Limitation of Liability

IN NO EVENT SHALL MILLIE’S AGGREGATE LIABILITY PURSUANT TO THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100). EXCEPT IN CONNECTION WITH YOUR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE UNDER THIS AGREEMENT TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SITE, THE SERVICES OR THE LISTING OF YOUR ORGANIZATION AS A FEATURED NONPROFIT ON THE SITE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SITE OR THE SERVICES, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SITE OR THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

9. Notice

Millie may give notice by means of an electronic mail to your e-mail address on record in Millie’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Millie’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Millie (such notice shall be deemed given when received by Millie) at any time by any of the following: letter to Millie delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Millie, in either case, addressed to the attention of: President.

10. Modification to Terms

Millie reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Site and/or the Services at any time, effective upon posting of an updated version of this Agreement on the Site. You are responsible for regularly reviewing this Agreement. Continued use of the Site and/or the Services after any such changes shall constitute your consent to such changes.

11. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of Millie but may be assigned without your consent by Millie to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger, consolidation, stock sale or similar. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Millie directly or indirectly owning or controlling 50% or more of you shall entitle Millie to terminate this Agreement for cause immediately upon written notice.

12. General

This Agreement shall be governed by Massachusetts law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement, the Site or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Millie as a result of this Agreement or by Millie’s decision to feature your Organization as a Featured Nonprofit on the Site. The failure of Millie to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Millie in writing. This Agreement comprises the entire agreement between you and Millie with respect to your authorization to list the Organization as a Featured Nonprofit on the Site, and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

13. Definitions

As used in this Agreement now or hereafter associated herewith:

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

“User(s)” means the individuals or entities who are authorized to use the Site and/or the Services, and/or have been supplied user identifications and passwords (or by Millie at such User’s request).

Questions or Additional Information

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to [email protected]. Thank you for your interest in becoming a Featured Nonprofit on the Site.