Givsly Nonprofit Terms of Service

Last updated on April 15, 2022

Your participation as a Nonprofit Member, (“NPO”, “Nonprofit Member”, “Platform Member”) in Givsly Platform (“Platform” or “Program”, “Givsly Platform”), and your use of the website (“Site”, “Service”) www.givsly.com and company.givsly.com, is subject to the following terms and conditions (these "Terms & Conditions"). As used herein, the terms "we", "us", "our", "Givsly” mean Givsly PBC, a Delaware corporation, the sole operator of the Givsly Platform. We may modify these Terms & Conditions from time to time at our sole discretion, and these Terms & Conditions supersede any prior terms and conditions between you and Givsly. This is a legally binding agreement. Any breach by you of these Terms & Conditions may result, among other things, in immediate termination of your membership and participation in the Givsly Platform. 

1. About the Givsly Platform and Program #

Givsly creates business connections while creating opportunities to give back and donate to various Nonprofit Members in exchange for these connections. We strive to match practitioners, professionals, and academics in various industries that will volunteer their time to meet with donors and provide viewpoints and expertise or other participation on certain matters to donors (“Members”). This may include a telephone consultation, teleconference, online survey, event registration or other connection for business. Important to note, a Member can both volunteer their time and donate to a Nonprofit Member.

Once a connection has happened, the Nonprofit Member selected by the Member will receive a donation. Nonprofit Members sign up through the Givsly Platform to be listed as an available organization to receive donations. Once a Nonprofit Member is registered on the Givsly Platform, Members can select that Nonprofit Member as an organization or cause they are passionate about. To note, membership and participation with the Platform does not guarantee Donations to the Nonprofit Member.

2. Confidentiality Agreement #

NPOs agree to and are bound by this Confidentiality provision of these Nonprofit Terms and Conditions. If you are not a Member, you agree not to disclose or attempt to use or personally benefit from any Confidential Information, as defined below, you learn on Givsly’s Platform. This obligation shall continue until the Confidential Information has become publicly known through no action of your own. Confidential Information shall include: (i) the existence, title and description of any Givsly project (ii) information about actual or potential business, investment or trading decisions or transactions of any Givsly Member (iii) any other confidential information of Givsly or its Members and (iv) any intellectual property, including without limitation any trade secrets, know-how, or copyrighted information, of Givsly or its Members. If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Confidential Information, you agree to promptly and diligently notify Givsly and cooperate fully with Givsly in protecting such information to the extent possible under applicable law.

You shall not use Confidential Information for any purpose other than those specifically permitted by these Nonprofit Terms & Conditions. Without limiting the foregoing, you shall not use Confidential Information for personal benefit (including for the purpose of making investment or trading decisions). The duty to maintain confidentiality hereunder shall survive until the Confidential Information becomes generally known to and available for use by the public other than as a result of a disclosure by you or any other person under legal obligation not to disclose the information.

3. OVERVIEW – How it works #

Givsly creates business connections while creating opportunities to give back and donate to various nonprofit organizations in exchange for these connections. We strive to match practitioners, professionals, and academics in various industries that will volunteer their time to meet with donors and provide their time, participation, viewpoints and expertise on certain matters to donors. Volunteers can also be Donors (individually, “Member”, “Givsly Member” or collectivey “Members”), and vice versa. Our Platform works best when everyone contributes and participates. Based on profile section and donor needs, we will connect appropriate volunteers to ascertain whether they are suitable and available to connect for a specific business interaction. . This may include a telephone consultation, video- or teleconference, online survey, event registration or other form of connecting for business.

For Givsly Meetings

1. A Givsly Member builds a profile and selects the Nonprofit Members that they are passionate about. The Member is able to show support for a particular organization or passion for a particular cause by selecting these nonprofits in their profiles.
2. The Member, if acting as a Volunteer, selects various meeting times where they are willing to volunteer their time for a business meeting.
3. A Member, if they are acting as a Donor searches for a Volunteer in the Givsly Social Impact Meeting Platform.
4. The Member (acting as a Donor) will find the profile of the Member acting as a Volunteer they want to meet.
5. Donor requests a meeting with Volunteer. Donor makes a donation to the NPO of the Volunteer ‘s choice (indicated prior to meetings on Volunteer’s profile) in exchange for the meeting.
6. After a meeting has taken place Givsly facilitates the donation to the user’s chosen NPO via the Platform.

For Givsly Donation Offers

1. A Givsly Member creates a Donation Offer and selects the Nonprofit Member(s) that they would like to potentially support via that Donation Offer.
2. Givsly Member sends out the Donation Offer landing page web link to a business contact they would like to connect with or convert to an action.
3. The business contact receives the link and can select one of the NPOs to accept the business connection or action request from the Givsly Member.
4. The Givsly Member receives the acceptance from the business contact and verifies that it is the connection they were looking for and can decide to process the donation payment via Givsly.
5. Once the Givsly Member processes the payment for Donation Offer Givsly facilitates the donation to the chosen NPO via the Platform.

4. Donation Terms #

The Member who books the meeting will make a donation to the time-volunteering Member’s supported NPO, which is pre-listed and registered when the Member completes a profile. The NPO will receive a net donation after a payment processing fee and Givsly fee has been deducted. Net donations are not paid until a meeting is completed and undisputed.

There is a 24-hour dispute window in the event the meeting does not take place. If, in, 24 hours of the scheduled meeting time, there is no dispute filed, the donation will go to the user selected NPO. The donation amount is determined by the Givsly Member.

5. Conditions of Membership in Givsly Social Impact Meeting Platform #

You may become an NPO and receive donations from the Platform if all of the following compliance conditions are satisfied:

1. You are a 503(c)(1) nonprofit organization;
2. Your membership and participation would not present any conflict of interest;
3. Your membership and participation would not cause you to breach any agreement with or other legal obligation to any person or entity;
4. Your membership and participation would not cause you to violate any duty or obligation of any kind to, or policy or code of conduct of, any person or entity;
5. Your membership and participation would not result in the disclosure of any confidential or proprietary information (including trade secrets) not owned exclusively by you, for example, you may be under non-disclosure or confidentiality obligations as it relates to your employer or current role..
6. Your membership and participation would not result in the disclosure of any confidential or proprietary information (including trade secrets) not owned exclusively by you;
7. Your membership and participation would not result in any communication or disclosure to any third party of any material non-public information concerning any public company or security;
8. Your membership and participation would not violate any law, rule or regulation.
9. Being an NPO does not guarantee donations from the Givsly Platform

You are solely responsible for determining whether you are permitted to join Givsly Platforms. Before applying to join Givsly, you must review any and all legal agreements that could restrict your ability to participate as an NPO.

Members are never obligated to accept or continue any Meeting and may decline to participate or continue to participate in any Meeting at any time. Members are not obligated to process Donation Offers. Participation as an NPO on the Platform does not guarantee donations to that NPO. A Member’s selection of a registered NPO they support for a meeting or Donation Offer is at the Member’s sole discretion.

6. Accuracy of Information #

You are solely responsible for the accuracy and completeness of information that you provide to Givsly and you understand that Givsly, Members and third parties may and will rely on your information you supplied. You agree to provide us with accurate and up-to-date organizational information on your registration and in connection with any further queries, including, without limitation, your current nonprofit status certification, and any conflicts or restrictions on your ability to be an NPO. Should Givsly find your information is inaccurate we will notify you. If the information is not corrected it is grounds for removal from the Platform.

7. Privacy #

You agree that Givsly collects, synthesizes and retains information NPOs and Members, from sources including, without limitation, yourself, your activities through Givsly Platform and third-party sources (hereafter, “Personal Information”). Givsly will treat Personal Information in accordance with Givsly’s Privacy Policy which is incorporated by reference. Givsly may use and share Personal Information to, without limitation, contact you concerning your participation in Givsly Platforms, to manage your membership in Givsly Platforms, to administer compliance policies and procedures, to market Givsly’s services, and to comply with applicable laws and requests from government authorities. Givsly does not share Member personal information with NPOs, however we do share statistical information regarding donations.

8. Application of the Terms #

By becoming an NPO of Givsly you represent and warrant to us that you are in compliance with each of the conditions, agreements, acknowledgments, representations, covenants, warranties and other obligations included in these Nonprofit Terms & Conditions. As an NPO, you will be expected to provide information to the Platform in good faith, to the best of your ability and at all times consistent with these Nonprofit Terms & Conditions. You understand and acknowledge that each Givsly employee, affiliate, affiliate employee and a Member is an intended third-party beneficiary of these Nonprofit Terms & Conditions and shall therefore have the right to enforce your compliance with them.

You must decline to participate in, or to continue your participation in, any activity that would cause you to violate these Nonprofit Terms & Conditions and immediately inform us of the reason so that we may keep your account in good standing if possible. We typically do not participate in interactions with Members and shall not be liable or responsible to you in any manner whatsoever for Meetings arranged by us. You are solely responsible for ensuring your continued compliance with the Nonprofit Terms & Conditions. You agree to cooperate fully in any inquiry concerning actual, alleged, or potential violations of these Nonprofit Terms & Conditions.

9. Nonprofit Member’s Right to an Annual Accounting of Donations #

Each year the Nonprofit Member’s on the Givsly Social Impact Meeting Platform, shall be provided with an accounting that lists the:

• dollar amount of each payment received by Givsly in connection with meeting-time sold or Donation Offer accepted for the Nonprofit Member’s benefit; and
• dollar amount of each transfer made to the Nonprofit Member by Givsly

10. Right to Review Our Books and Records #

Givsly shall maintain accurate and current books and records which specifically report the funds paid and payable to an NPO. Givsly shall maintain such books and records while the NPO is featured on the Givsly Platform and for three (3) years thereafter in accordance with Givsly’s usual and customary business practices.

Such books and records shall be made available for inspection and examination and/or audit during regular business hours by the NPO and/or any authorized state regulatory authority, at the NPO’s expense, for the sole purpose of verifying the accuracy of transfers made to the NPO. Any such books and records obtained by any state regulatory authority shall not be available to the public for inspection.

Unless otherwise required by applicable law, a request to review such books and records must be made in writing at least seven (7) days in advance and such review shall take place at a date and time convenient to Givsly.

11. Use of the Website and Services #

You may use the website only for lawful purposes and in accordance with these Terms.

You agree not to use the website

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries);
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
• To transmit, or procure the sending of, any advertising or promotional material including any “junk mail”, “chain letter” or “spam” or any other similar solicitation;
• To impersonate or attempt to impersonate Givsly, a Givsly employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing); and
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the website, or which, as determined by us, may harm Givsly or users of the website or expose them to liability.
• Add in a sentence about being a certified not for profit organization.

Additionally, you agree not to:

• Use the website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the website, including their ability to engage in real time activities through the website;
• Use any robot, spider or other automatic device, process or means to access the website for any purpose, including monitoring or copying any of the material on the website;
• Use any manual process to monitor or copy any of the material on the website or for any other unauthorized purpose without our prior written consent;
• Use any device, software or routine that interferes with the proper working of the website;
• Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the website, the server on which the website is stored, or any server, computer or database connected to the website;
• Attack the website via a denial-of-service attack or a distributed denial-of-service attack; and
• Otherwise attempt to interfere with the proper working of the website.

12. To Report A Concern About Content On The Site #

If you believe that any content on the Site is in any way unlawful, defamatory, threatening, deceptive, misleading, subject to a confidentiality obligation, or constitutes material, non-public information, notify Us at privacy@givsly.com.

We also reserve the right to:

• Remove or refuse to post any user content from the Site for any or no reason in our sole discretion;
• Take any action with respect to any user content that we deem necessary or appropriate in our sole discretion, including if we believe that such content violates Givsly Terms of Service, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the website or the public or could create liability for Givsly;
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the website; and
• Terminate or suspend your access to all or part of the website for any or no reason, including without limitation, any violation of these Terms of Service.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone making use of the Platform or posting materials on or through our Site. YOU WAIVE AND HOLD HARMLESS GIVSLY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. However, we do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section

Please see our DMCA take down notice here.

13. Site Content Disclaimer #

Some of the content on this Site, including without limitation, text, software, scripts, graphics, videos and the like (“Site Content”) is created and developed by NPOs and provided to Givsly under license for dissemination over the internet. (“NPO Content”). NPO Content includes, among other things, NPO background information, profile information, images, logos, organization contact details, and general descriptions.. Givsly cannot guarantee and makes no representations as to the accuracy or quality of Site content, or NPO Content, all of which is offered “as is.” Givsly does not own, develop, endorse, and is not responsible for NPO Content. The use of a company or entity name on the Givsy Platform should not be construed as an express or implied endorsement by such company or entity of Givsly or an express or implied endorsement by Givsly of such company, nonprofit or entity. NPOs are not employees or under the supervision of Givsly. NPOs have agreed to be bound by the Terms and Conditions and have represented, among other things, which they will not disclose information that is subject to a confidentiality obligation.. Givsly relies on the accuracy of these representations of the NPOs and does not necessarily seek independent verification.

14. Termination #

The Nonprofit Member has the right to cancel its Membership without cost, penalty, or liability during a fifteen (15) day period the commences on the date the Nonprofit Member affirmatively checks the boxes presented at the Givsly sign-up (such right, the “Cancellation Right”). The Nonprofit Member may exercise its Cancellation Right by sending a written notice of Nonprofit Membership Termination by email to nonprofits@givsly.com and by also sending the same written notice to Givsly, PBC and a duplicate of such notice to the Attorney General of New York at the addresses set forth below:

Givsly PBC
353 Lexington Avenue Suite 400
New York, NY 10016

New York State Department of Law (Office of the Attorney General)
Charities Bureau
The Capitol
Albany, NY 12224

For the avoidance of doubt, if a Nonprofit Member exercises its Cancellation Right, (i) such Nonprofit Member will receive donations for any pre-scheduled Meetings that have been completed and are undisputed, in the same manner it would have received such donations had such Nonprofit Member not exercised its Cancellation Right, irrespective of whether the pre-scheduled Meeting occurs before or after the Nonprofit Member exercises its Cancellation Right; (ii) Members will no longer be able to select such Nonprofit Member as the recipient of donations when scheduling new Meetings; and (iii) Givsly shall thereafter remove such Nonprofit Member from the Givsly Platform as soon as reasonably practicable.

Notwithstanding anything to the contrary in this Section, following the expiration of the Nonprofit Member’s Cancellation Right, a Nonprofit Member may terminate this Agreement with a minimum of ninety (90) days written notice to Givsly. Notice shall be given by email to nonprofits@givsly.com and by also sending a written notice of your Nonprofit Membership Termination to Givsly, PBC at the address set forth below:

Givsly PBC
353 Lexington Avenue Suite 400
New York, NY 10016

Givsly may terminate your Membership in the Givsly Programs and Platform at any time and for any reason without providing notice. Termination shall not relieve either party of its obligations under these Nonprofit Terms & Conditions intended to survive termination, which include, but are not limited to: Privacy, Application of the Nonprofit Terms & Conditions, Confidentiality, Non-Solicitation, Intellectual Property, Indemnification, Limitation of Liability, Arbitration, Governing Law and Venue and Miscellaneous. Donations for completed, undisputed meetings will be paid out up to the date of Termination

15. Intellectual Property #

You are solely responsible for the content that you share or create in connection with your performance of services hereunder and participation in the Platform. You represent that you own or have obtained any necessary licenses or permissions for any materials, regardless of form or format (hereafter, “IP”), that you provide to Givsly, Members or third parties in connection with your performance of such services and participation in the Platform.

Further, Site Content and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to Givsly, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Site Content may not be copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, uploaded, or otherwise exploited without the prior written consent of the respective owners. Solely for the purpose of providing the Services, promoting the Services, promoting certain partnerships between NPO and Givsly, and identifying NPOs within the user interface of the Platform, and until the termination of the Agreement, NPO hereby grants to Givsly a non-exclusive, royalty-free and non-transferable (other than to an Affiliate or a successor-in-interest in connection with a merger, reorganization, or sale of all or substantially all assets or equity) right and license to use, reproduce, and display NPO’s name, logo, service marks, trademarks, and related brand features (“NPO Marks”), including as made available to third parties (including but not limited to Givsly's corporate, advertising and platform customers). For purposes of clarity, corporate, advertising and platform customers may use NPO Marks to promote their work with the Givsly Platform and respective NPO. Corporate, advertising and platform customers are also required to adhere to these terms, including any usage guidelines referenced in this section. Givsly’s use of the Marks will comply with any reasonable written usage guidelines provided to Givsly by NPO.

16. Indemnification #

You agree to indemnify and hold harmless Givsly and its affiliates, and their respective officers, directors, employees, members, managing members, managers, agents, representatives, successors and assigns from any and all actions, causes of action, claims, charges, demands, cost, expenses and damages (including attorneys’ fees and expenses) and liabilities of any kind whatsoever directly or indirectly resulting from, arising out of or in connection with your breach or violation of any and all provisions of these Nonprofit Terms & Conditions.

17. Limitation of Liability #

YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL GIVSLY PARTIES BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR SERVICES AND OTHER CONDUCT AS A MEMBER OR YOUR INTERACTIONS OTHERWISE WITH GIVSLY PARTIES OR CLIENTS. GIVSLY PARTIES SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES. IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF GIVSLY PARTIES ARISING FROM OR RELATED TO ANY CONDUCT IN CONNECTION WITH THESE NONPROFIT TERMS AND CONDITIONS EXCEED THE FEES DONATED HEREUNDER FOR THE RELEVANT CONSULTATION OR SURVEY IN THE MONTH SUCH LIABILITY IS ALLEGED TO HAVE ARISEN.

Givsly agrees not to seek to impose upon you liability for indirect, incidental, consequential, exemplary or punitive damages based on your performance of services under these Nonprofit Terms & Conditions, so long as such damages do not arise out of or relate to a failure by you to comply with these Nonprofit Terms & Conditions, or conduct that constitutes gross negligence or intentional misconduct. Collectively, the terms in this paragraph constitute the “Limitation of Liability.”

18. Arbitration, Governing Law and Venue #

The validity, interpretation, performance and enforcement of these Nonprofit Terms & Conditions shall be governed by the laws of the State of New York without regard to the conflicts of laws principles thereof. ANY DISPUTE, CONTROVERSY OR CLAIM ARISING FROM OR RELATING TO THESE NONPROFIT TERMS AND CONDITIONS SHALL BE FULLY AND EXCLUSIVELY FINALLY SETTLED BY AN ARBITRATION HELD IN NEW YORK CITY UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN EFFECT FROM TIME TO TIME. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHTS YOU MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH DISPUTE, CONTROVERSY OR CLAIM RELATING TO THIS AGREEMENT. The arbitrator may grant any remedy that he or she deems just and equitable within the scope of this arbitration agreement, except that he or she may not, under any circumstance, grant a remedy inconsistent with or in violation of the Limitation of Liability. The award of the arbitrator shall be final and binding and judgment thereon may be entered in any court having jurisdiction. You hereby unconditionally and irrevocably submit to the jurisdiction of the federal and state courts of New York.

19. Miscellaneous #

We may modify these Nonprofit Terms & Conditions from time to time by posting the modification(s) on our website, www.givsly.com and company.givsly.com. Unless otherwise specified by us when posted, all modifications will be effective upon posting. If you do not agree to any modification(s), your only recourse will be to terminate your participation as an NPO. If you continue to participate after any modification becomes effective, then your participation will constitute acceptance of such modification. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Neither these Nonprofit Terms & Conditions nor any of the rights, interests or obligations hereunder may be assigned, delegated or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without our prior written consent (which consent we may withhold in our sole discretion), and any such assignment, delegation or transfer by you without such prior written consent shall be null and void and of no force or effect whatsoever. These Nonprofit Terms & Conditions shall be binding upon and inure solely to the benefit of you and Givsly, the Givsly Parties and Clients of Givsly. As used in these Nonprofit Terms & Conditions, the word “including” shall mean “including, without limitation,” in all cases. Whenever possible, each provision of these Nonprofit Terms & Conditions shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Nonprofit Terms & Conditions is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of these Nonprofit Terms & Conditions, and these Nonprofit Terms & Conditions shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.

Contact us: #

nonprofits@givsly.com
Givsly PBC
353 Lexington Avenue Suite 400
New York, NY 10016