The following User Terms of Service (“User Terms”) governs your access to and use of the Site and Services (as such terms are defined below) provided by Millie, PBC, a Delaware public benefit corporation (“Company”, “Millie”, “us”, “our”, “we”). This is a legal agreement between you, as an Authorized User (as defined below) and Millie and incorporates by reference the Terms of Use located at https://milliegiving.com/terms/general (the “Terms of Use”) and the Privacy Policy located at https://milliegiving.com/privacy-policy (the “Privacy Policy”, and collectively with these User Terms and the Terms of Use, the “Agreement”), provided, however, that to the extent that there are any conflicts between any of the terms or conditions of these User Terms and any of the terms or conditions of the Terms of Use or the Privacy Policy (provided that the inclusion of additional terms in the Terms of Use or Privacy Policy that are not included in these Client Terms shall not be deemed to constitute a conflict, and such additional terms shall apply to your access and use of the Site and the Services), the applicable terms and provisions of these User Terms shall control.
By registering to use, using or logging into the website at milliegiving.com, related subdomains, and the related Millie mobile applications (collectively the “Site”) and related Services (defined below), you agree to these User Terms, governing your access to and use of the services of Millie, including but not limited to the submission of funds to a donor advised fund for contribution to one or more charitable organizations, and your agreement to arbitrate disputes relating to the Site and/or the Services. These User Terms are effective as of the date you accept these User Terms by accessing the Services (“Effective Date”).
IF YOU DO NOT HAVE AUTHORITY TO ACCEPT THESE USER TERMS, OR IF YOU DO NOT AGREE WITH THESE USER TERMS, YOU MAY NOT USE THE SERVICES.
a. “Administrator” means An Authorized User of Subscriber (as defined below) with authority to designate additional Authorized Users and/or Administrators, and the authority to commit the Subscriber to additional services from Millie.
b. “Authorized User” means you, who has been added to the Subscriber’s account as a user.
c. “Services” means the software, applications, platform, and/or services provided by Millie, including but not limited to the platform to allow individuals to contribute monetary donations to a donor advised fund (the “Fund”), currently administered by the Infinity Benefit Foundation, and to request that the Fund contribute specified amounts to one or more charitable organizations (each a “Charity” and collectively “Charities”).
d. “Subscriber” shall refer to the purchaser of the Services provided by Millie that has designated you as an Authorized User, and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on its behalf. If you are an individual, natural person who is registering to use the Services for your own, personal, non-commercial purposes (and you are not an employee, temporary employee, independent contractor, partner or member of a “Subscriber” entity that that has purchased the Services on your behalf), then you shall be deemed to be the “Subscriber”, and all references to Subscriber in these User Terms shall be deemed to apply to you.
e. “Security Emergency” means a violation by you of these User Terms that (i) could disrupt (A) Millie’s provision of the Services; (B) the business of other subscribers to the Services; or (C) the network or servers used to provide the Services; or (ii) provides unauthorized third party access to the Services.
f. “User Content” means any information, text, images, or logos you upload or post to the Services and any information provided by you to Millie in connection with the Services, including, without limitation, information about your charitable donations.
If you are a resident of or are located in the European Union or European Economic Area (“EEA”), you may also have certain rights under the General Data Protection Regulation (“GDPR”). Personal information (“Personal Data”) you provide on the Site is only collected with your consent, and is subject to the terms of Millie’s Terms of Use located at https://milliegiving.com/terms and the Privacy Policy located at https://milliegiving.com/privacy-policy.
Millie hereby grants to you, as an Authorized User, a non-exclusive, non-transferable, limited, revocable, worldwide right to use the Site and the Services, solely for your own internal, non-commercial purposes, subject to these User Terms. All rights not expressly granted to you are reserved by Millie and its licensors. In addition, you shall not:
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.
a. You are only permitted to access and use the Services if they are an Authorized User. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by Millie to comply with these User Terms or applicable laws.
b. Each Authorized User will choose or be provided with a unique identifier to access and use the Services (“Username”). The Username shall only be used by the Authorized User, and shall not be shared with, or used by, any other person, including other Authorized Users. You may not use another person’s Username or account at any time.
c. As between Millie and the Authorized User, any User Content uploaded or posted to the Services remains your property. Upon the cancellation or termination of the Services, Millie shall only be responsible for the return of User Content directly to the Administrator or a designated Authorized User in the event that the Administrator is unable to be reached.
d. All access to and use of the Services via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Services is strictly prohibited.
e. We reserve the right to deny registration of any account at our discretion.
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. Before making any decisions regarding charitable donations, you should consult with your financial, legal, tax or other professional advisors as appropriate. You, as a donor, must make the final determination as to the value and appropriateness of contributing to a Charity. All donations are at your own risk, and you are responsible for understanding how your money (or money provided to you by the Subscriber) will be used and the tax treatment of such donations.
Millie makes no representation or warranty regarding the transactions (including but not limited to charitable donations) sought to be affected through your use of the Site, including but not limited to the tax treatment thereof.
You are responsible for all of your activity on the Site and for all activity occurring under your Username, and you shall abide by all applicable local, state, national and foreign laws, treaties, and regulations in connection with your use of the Site and the Services, including those related to data privacy, international communications, and the transmission of technical or personal data.
You are solely responsible for all User Content you provide to the Site or otherwise in connection with your use of the Services. Millie does not own any User Content provided by you hereunder, provided that you hereby grant to Millie a worldwide, royalty-free, non-exclusive, sublicensable right to use, reproduce, create derivative works of, distribute, perform, transmit and publish your User Content for the purpose of providing the Site and the Services.
In the course of your use of the Site or the Services, we may ask you for certain information, including your name, email address, phone number, mailing address, (collectively, “Account Information”). Your Account Information must be up-to-date and accurate at all times. Should your information change, you must update it in your user profile. You agree that you are solely responsible for the accuracy and content of your Account Information. You are further responsible for maintaining the confidentiality of your Username and password.
Consistent with and without limiting the scope of provisions limiting liability elsewhere in these User Terms, in no event will Millie be liable for any indirect or consequential loss or damage of any kind whatsoever resulting from the disclosure of your Username and/or password or your failure to comply with this section.
You shall notify Millie immediately of any unauthorized use of any password or Username used for access to the Site or the Services, or any other known or suspected breach of security related to the Site or the Services.
Millie in its sole discretion has the right to suspend or discontinue providing the Services to any Authorized User without notice for actions that are (a) in violation of these User Terms; (b) if you provide inaccurate, false, or misleading information in connection with your account; or, (c) create a Security Emergency.
The Administrator or Subscriber under which your account was authorized may terminate or cancel your account in their sole discretion and without notice or reason.
Each of Millie and the Fund reserves the right to refuse any donation request submitted by you. In the event that Millie or the Fund refuses such a donation request, Millie will notify you by contacting you at the e-mail and/or billing address associated with your Username.
Millie has no control over the conduct of or information provided by a Charity. Millie expressly disclaims any liability or responsibility for the conduct, information, outcome or success of the Charity or their programs, or their use of any amount donated through the Services or the Fund.
You agree to complete all documentation reasonably requested by Millie, the Fund, or the Subscriber who authorized your account, with respect to the Site, the Services, or your donations, including, without limitation, authorizations to take payroll deductions to fund donations you wish to make.
Although there are no fees charged to Authorized Users to register to use the Services, when contributing money to the Fund, industry-standard transaction fees apply and will be deducted from the total donation amount, unless paid by the Subscriber under which your account was created. For a further description of these fees, please visit https://milliegiving.com/faqs.
You represent and warrant that you have the legal power and authority to enter into these User Terms. You further represent and warrant that you (a) are an individual who is at least 18 years of age; (b) have not falsely identified yourself nor provided any false information to gain access to the Site; and (d) will promptly update Account Information, so that Millie may facilitate your requested donations and contact you as needed.
Millie represents and warrants that it will provide the Site and perform the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof. Millie will use commercially reasonable efforts to cause the Site to be available twenty-four (24) hours per day, seven (7) days a week, three hundred and sixty-five (365) days per year, outside of scheduled downtime for maintenance and upgrades and extraordinary circumstances or causes beyond our control (such as fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, strikes, lockouts, labor difficulties, generalized internet interruptions (through denial of service, worms, telecommunications problems or the like)) but does not guarantee, represent or warrant such availability. Millie, from time to time, may make enhancements or upgrades to the Site and/or Services which result in the Site and/or Services being unavailable, which Millie shall take reasonable steps to schedule so as to minimize the unavailability of the Site and/or Services and user inconvenience.
THE SITE AND THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MILLIE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
The Services may link to or otherwise allow you to access or use or integrate with third party providers of products and services (“Third Party Services”). Such Third Party Services are not “Services” under these User Terms and are not subject to any terms related to the Services, including related warranties, indemnities, service commitments or other obligations. The availability of any Third Party Services through the Services does not imply Millie’s endorsement of or affiliation with the provider. Access to and use of any Third Party Services are subject to the separate terms and conditions required by the providers of the Third Party Services. Millie does not control the Third Party Services and will have no liability to you in connection with any Third Party Service. Millie has no obligation to monitor or maintain any Third Party Service and may replace, disable, or restrict access to any Third Party Service or cancel related integrations at any time, without notice. The calculation of downtime of the Site, if any, does not include the unavailability of any integration to a Third Party Service.
If a Third Party Service is enabled for your account, please be mindful of any Account Information or Content that will be shared with the third party provider and the purposes for which the provider requires access. We will not be responsible for any use, disclosure, modification or deletion of Account Information or User Content that is transmitted to, or accessed by, a Third Party Service.
BY USING OR ENABLING ANY THIRD PARTY SERVICE, YOU EXPRESSLY ACKNOWLEDGE THAT ANY LIABILITY AND REMEDIES RELATED TO A THIRD PARTY SERVICE IS WHOLLY GOVERNED BY THE APPLICABLE THIRD PARTY AGREEMENT AND MILLIE DISCLAIMS ALL LIABILITY RELATED TO SUCH THIRD PARTY SERVICE.
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 SERVICES WILL 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 PURCHASED OR 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 SERVERS THAT MAKE THE SITE AND THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE SITE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” AND “AS AVAILABLE” 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 ANY TRANSACTIONS (INCLUDING BUT NOT LIMITED TO CHARITABLE DONATIONS) SOUGHT TO BE EFFECTED THROUGH YOUR USE OF THE SITE OR THE SERVICES, INCLUDING BUT NOT LIMITED TO THE TAX TREATMENT THEREOF.
Except in the case of a violation by Millie of its obligations under the section entitled “Indemnification by Millie”, Millie shall not be liable for and you waive the right to claim any loss, injury, claim, liability, or damage of any kind resulting in any way from the Services provided to you by Millie.
IN NO EVENT SHALL MILLIE’S AGGREGATE LIABILITY PURSUANT TO THESE USER TERMS EXCEED THE FEES ACTUALLY PAID BY YOU TO MILLIE IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM. EXCEPT IN CONNECTION WITH YOUR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE UNDER THESE USER TERMS 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 OR THE SERVICES, 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.
You will solely be responsible for any damage and/or loss of Content contained in your technology which occurs as a result of your electronic equipment and/or your computer system.
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.
Millie shall defend, indemnify, and hold you harmless against any loss, damage, or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings made or brought against you by a third party alleging that the Services, or use of the Services as contemplated hereunder, infringes a copyright, a U.S. patent issued as of the date of final execution of these User Terms, or a trademark of a third party or involves the misappropriation of any trade secret of a third party (each, a “Third Party Claim”); provided, however, that you:
(a) promptly give written notice of the Third Party Claim to Millie, and in no event later than five (5) days after learning of the Third Party Claim (provided, however, that the failure to so notify shall not relieve Millie of its indemnification obligations unless Millie can show that it was materially prejudiced by such delay and then only to the extent of such prejudice);
(b) give Millie sole control of the defense and settlement of the Third Party Claim (provided that Millie may not settle any Third Party Claim unless it unconditionally releases you of all liability); and
(c) provide to Millie, at Millie’s cost, all reasonable assistance.
Millie shall not be required to indemnify you in the event of: (i) modification of the Services by you in conflict with your obligations or as a result of any prohibited activity as set forth herein to the extent that the infringement or misappropriation would not have occurred but for such modification; (ii) use of the Services in combination with any other product or service not provided by Millie to the extent that the infringement or misappropriation would not have occurred but for such use; or (iii) use of the Services in a manner not otherwise contemplated by these User Terms to the extent that the infringement or misappropriation would not have occurred but for such use.
In the event you have a dispute with one or more subscriber to the Services (including the Subscriber authorizing your account) or Authorized User of the Site or the Services (including, but not limited to, any dispute regarding any transaction, or user generated content or) or any Third Party Service or website that may be linked to or otherwise interact with the Site, including, without limitation, the Fund (or the administrator of the Fund), a Charity, any social media website, application, or service, you hereby agree to release and forever discharge Millie and its agents, directors, shareholders, members, partners, managers, officers, employees, information providers, suppliers, distributors, vendors, attorneys and affiliates (collectively, the “released parties”) from any and all rights, claims, complaints, demands, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, whether known or unknown, which now or hereafter arise from, relate to, or are connected with such dispute and/or your use of the Site and the Services, to the fullest extent permitted by law.
You further agree to indemnify, defend and hold harmless, to the fullest extent permitted by law, the released parties from and against all claims, demands, liabilities, losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from, arising out of or in connection with your use, unlawful use or other misuse, or inability to use the Site or the Services, your breach of these User Terms, or otherwise relating to the business we conduct on the Site (including, without limitation, any potential or actual communication, transaction or dispute between you and any other third party), any User Content posted by you or on your behalf to the Site or the Services, any use of any service provided by a third party provider, or any use of a service offered by us that interacts with a third party website or application, including any social media site or other communications platform (each, an “Indemnifiable Claim”). You shall cooperate as fully as reasonably required in the defense of any Indemnifiable Claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any Indemnifiable Claim, and you shall not settle any Indemnifiable Claim without our written consent. This section survives termination of these User Terms.
The Choice of Law, Arbitration and Venue Section of the Terms of Use be incorporated into and shall apply to these User Terms.
BY USING THE SITE OR THE SERVICES IN ANY MANNER, YOU AGREE TO THE CHOICE OF LAW, ARBITRATION, AND VENUE PROVISIONS OF THE TERMS OF USE, AND IN DOING SO, YOU GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND ANY CLAIMS BETWEEN YOU AND US, AND YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING.
Entire Agreement. These User Terms constitutes the entire agreement between you and Millie and governs Authorized Users use of the Services, superseding any prior agreements between you and Millie (including, but not limited to, any prior versions of the Agreement).
Headings. Headings in these User Terms are for reference purposes only and in no way define, limit, construe or describe the scope or extent of the applicable section to which such heading applies.
Waiver. The failure of either party to enforce any provision of these User Terms shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
Severability. If any provision in these User Terms is deemed unlawful, void, or unenforceable, then that provision will be deemed severed from these User Terms and the remaining provisions shall remain in full force and effect as if no invalid or unenforceable provision had been part of the Agreement.
Local Laws and Export Control. The Site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of other applicable countries. You acknowledge and agree that the Site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States or any other applicable country maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Site, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and other applicable export laws and to assume sole responsibility for obtaining licenses to export or re-export as may be required. Millie and its licensors make no representation that the Site is appropriate or available for use in other locations. If you use the Site from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.
Security. You acknowledge the risk that information and the User Content stored and transmitted electronically through the Services may be intercepted by third parties. You agree to accept that risk and will not hold Millie liable for any loss, damage, or injury resulting from the interception of information. The User Content is stored securely and encrypted. Only Millie, with strict business reasons, may access and transfer the User Content and only to provide you or Subscriber with the Services.
Third Party Services. You acknowledge and agree that Millie may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to provide the Site and the Services.
Relationship. Nothing herein shall be deemed to create an agency, partnership, joint venture, employee-employer, or franchise-franchisee relationship of any kind between Millie and you or any other person or entity.
Assignment; Change in Control. These User Terms 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. These User Terms is binding on Millie and you and on each of your successors and assigns.
Call Monitoring and Recording. For quality assurance, Millie may record and/or monitor incoming calls to, and outgoing calls from, Millie. By accepting these User Terms, you also consent to any and all call recording and monitoring performed by Millie or its agents, employees and/or affiliates.
Modification to Terms. Millie reserves the right to modify the provisions of these User Terms, the Terms of Use, the Privacy Policy or any other policies relating to the Site and/or the Services at any time, effective upon posting of an updated version of these User Terms, the Terms of Use, the Privacy Policy, or such other policies, if applicable, on the Site. You are responsible for regularly reviewing the Site to check for changed or updated versions thereof. Continued use of the Site and/or the Services after any such changes shall constitute your consent to such changes.
Notice. Millie may give notice by means of an electronic mail to your e-mail address or by written communication sent by first class mail or pre-paid post to your address as provided in your 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 letter to Millie delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Millie, in either case, addressed to:
Millie, PBC ℅ MSC 50 Milk Street Boston MA 02109
If you have questions regarding these User Terms or wish to obtain additional information, please send an e-mail to team@milliegiving.com.
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