Givsly Nonprofit Terms of Service

Last updated on December 1, 2025

The following terms and conditions, together with any approvals for applicable Campaigns by Nonprofits, (together the “NPO Terms & Conditions”) sets forth the obligations and requirements for your use of the GIvsly Platform. Your registration and participation as a Nonprofit (“NPO”, “Nonprofit(s), “You”, “you”) in Givsly Platform(s)), and your use of the websites platform.givsly.com, www.givsly.com/login (“Givsly Platform(s)” or “Platform”) and company.givsly.com (collectively “Sites”), is subject to the following NPO 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 NPO Terms & Conditions from time to time at our sole discretion, and these NPO Terms & Conditions supersede any prior terms and conditions between you and Givsly. This is a legally binding agreement. Any breach by you of these NPO Terms & Conditions may result, among other things, in immediate termination of your membership and participation in the Givsly Platform.

1. About the Givsly Platform #

Givsly helps its corporate clients (“Givsly Client”) create and facilitate marketing Campaigns while also creating opportunities to give back and donate to various Nonprofits as a result of Campaigns that generate activity or engagement (e.g clicking on an ad) from Recipients (a Recipient is a business contact, customer, or end user of the Givsly Client or Givsly Client’s digital properties respectively). A “Campaign” is defined as and is not limited to some action taken by a Givsly Client Recipient such as, (i) registration to a marketing event; (ii) a logged visit to a business exhibition booth; (iii) a user interaction with a digital advertisement of a Givsly Client; or (iv) a volunteering or sponsorship event with Givsly Client. Campaigns include Donation Offers, Responsible Advertising, Responsible Marketing and other offerings available on the Givsly Platform or organized or facilitated by Givsly using the Givsly Platform and tools within.

Once a Campaign has happened, the Nonprofit selected by the Givsly Client as part of the Campaign may receive a donation from Givsly through our Donor Advised Fund Partner. (“DAFP”). The amount of donation may be based on several factors such as the number of events, or event sponsors, number of ad campaign impressions, end user engagements or ad campaign spend by Givsly on behalf of Givsly Clients or Givsly Clients directly, or number of responses to an outreach.

Nonprofits sign up through the Givsly Platform to be listed on the Givsly Platform as an available organization to participate in Campaigns and to potentially receive donations from Givsly via its DAFP. Once a Nonprofit is registered on the Givsly Platform, Givsly Clients can view and select certain Nonprofits registered on the Givsly Platform, or they can select causes they are interested in and discover the Nonprofits linked to those causes, for inclusion in their Campaigns.

Where applicable, Givsly pays out donations via its Donor Advised Fund Partner or DAF. Givsly’s Donor Advised Fund partner in the US is Our Change Foundation. Please see more on this in the section in these NPO Terms & Conditions on Donation Terms.

2. Nonprofit Responsibilities #

a. Account Registration.  For any account(s) that have been established to access the Givsly Platforms (each, an “Account”), Nonprofit shall be responsible for providing accurate and current user information, (“User Credentials”), and for maintaining, securing, and updating all users and User Credentials, as appropriate. Nonprofit is responsible for all activities that occur under its User Credentials and/or in connection with its Account.  Nonprofit agrees to notify Givsly promptly of any unauthorized use of its User Credentials or Account or any other suspected breach of security relating to the Givsly Platform.

b. Platform Activity.   Givsly may restrict or remove IP or Nonprofit Marks from the Givsly Platform as it deems necessary, in its discretion.

c. Campaigns. Different types of Campaigns are available for activation using the Givsly Platform. Nonprofits will be required to approve involvement in certain types of Campaigns (Advertising Campaigns in which a Nonprofit is presented in the campaign’s advertising creative to a Recipient) but may not have an approval right for others (e.g. Donation Offers). By registering on the Givsly Platform you understand you and your Nonprofit Marks may be included in Donation Offer Campaigns. Nonprofit is wholly responsible for (and Givsly is not liable for) Nonprofit’s decisions regarding the Advertising Campaigns Nonprofit engages in with Givsly or Givsly Clients.

d. Nonprofit status: You must be a 501(c)(3) nonprofit organization in good standing to register, participate in and receive donations from Givsly’s DAFP.

e. No Guarantee of Donations: Participation and registration as a Nonprofit on the Platform does not guarantee donations to the Nonprofit. The final selection of a Nonprofit to participate in a Givsly or Givsly Client Campaign is at the sole discretion of Givsly or the Givsly Client, regardless as to whether the Nonprofit had approved its participation in an Advertising Campaign. The final discretion of whether the Nonprofit will receive funds is within the sole discretion of the DAFP.

3. Givsly Responsibilities #

Givsly shall: (i) make the Givsly Platform accessible to the Nonprofit pursuant to the NPO Terms & Conditions and (ii) distribute donations via their DAFP resulting from Campaign activity to respective Nonprofits in accordance with Section 7 of these NPO Terms & Conditions.

Givsly is not responsible for any offers, promises, rewards or promotions made or offered by Givsly Clients. We do not represent or guarantee that the donations will be used in accordance with any fundraising purpose prescribed by a Nonprofit or Givsly Client or in accordance with applicable laws. Notwithstanding the foregoing, we take possible fraudulent activity and the misuse of funds raised very seriously. If you have reason to believe that donations are not used for their stated purpose, please contact us to alert our team of this potential issue at support@givsly.com and we will investigate.

4. Proprietary Rights #

a. Right to Access and Restrictions.  Nonprofit may access and use the Givsly Platform solely as permitted and required under the NPO Terms & Conditions. Nonprofit shall not, except to the extent permitted by applicable law: (i) resell, license, lease, time-share, or otherwise transfer or distribute any of the Givsly Platform; (ii) reverse engineer, decompile, or disassemble the Givsly Platform; (iii) modify, copy, or create derivative works of the Givsly Platform, (iv) use the Givsly Platform to build, modify, or enhance a competitive product or service; or (v) authorize or permit any third party to do any of the acts described in Sections 5.(a). Nonprofit may not transfer or provide access to the Givsly Platform to third parties except for Nonprofit’s authorized representatives that facilitate Nonprofit’s use of the Givsly Platform, provided that Nonprofit is responsible for the acts and omissions of such authorized representatives and for ensuring they handle the Givsly Platform in accordance with the same requirements and restrictions applicable to Nonprofit.  

b. IP & Marks. 

• i. Nonprofit 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 Nonprofit’s Marks to provide the Services for the term of the NPO Terms & Conditions.
• ii. Givsly and Givsly Clients may use Nonprofit Marks provided to the Platform or agreed to separately in writing (email to suffice) in Advertising Campaigns, as long as Nonprofit has agreed to participate in the Advertising Campaign prior to any activation of such Campaigns. To note Donation Offers do not require approval from the Nonprofit.

• iii. Givsly and Givsly Clients will have the right to use Nonprofit Marks in their use of Donation Offers and other limited services to demonstrate the Nonprofits participation in the Donation Offer and Services. By signing up for the Givsly Platform and providing Nonprofit Marks, Nonprofit agrees to the use of these Nonprofit Marks by Givsly Clients in Donation Offers.

• iv. To the extent Nonprofit grants Givsly access to the Nonprofit Marks (“Nonprofit Marks” are defined as name, logo, service marks, trademarks, photos, videos, and related brand features provided by Nonprofit to the Givsly Platform), (a) Nonprofit represents and warrants that it is lawfully authorized to grant Givsly such rights. Unless otherwise agreed to in this the NPO Terms & Conditions, Givsly will not use Nonprofit’s Marks for purposes beyond those stated in this Section 3(b), and additionally may make general reference to Nonprofit’s status as a registered participant in the Givsly Platform. Givsly’s use of the Nonprofit Marks will comply with any reasonable written usage guidelines provided to Givsly by Nonprofit.

• v. You are solely responsible for the content that you share or create in connection with your registration on and participation in the Platform. You represent that you own or have obtained any necessary consents, licenses, or permissions for any materials, regardless of form or format (hereafter, “IP”), that you provide to Givsly, the Givsly Platform, Givsly Clients, or third parties in connection with your registration on and participation in the Platform. Providing IP that you do not have permission to provide will be a material breach of these NPO Terms & Conditions and make you subject to immediate removal from the Givsly Platform. For purposes of clarity, Givsly and Givsly Clients, may use provided Nonprofit Marks to promote their work on the Givsly Platform and with the respective Nonprofit.

c. Ownership.  As between the parties, Givsly shall own and retain all right, title, and interest in and to the Givsly Platform and Givsly’s Confidential Information, together with all Intellectual Property Rights therein.  As between the parties, Nonprofit shall own and retain all right, title, and interest in and to (a) Nonprofit Marks and (b) Nonprofit’s Confidential Information.  Nonprofit may, in its sole discretion, provide Givsly with suggestions or other feedback regarding any Givsly Platform, which Givsly may freely incorporate into the Givsly Platform or otherwise use in its discretion, without payment of any royalty or any duty to account to Nonprofit.

5. Confidential Information #

a. Definition. In connection with these Terms, each party may disclose, or may learn of or have access to, certain confidential proprietary information owned by the other party (“Confidential Information”). Confidential Information means any data or information, oral or written, that relates to a party, including but not limited to its business activities, product plans, designs, costs, technology, software, business opportunities, personnel, customers, research, development, know-how, financial information, customer and supplier lists, forecasts, and projections, and for the avoidance of doubt, any information relating to participation in Campaigns or partnerships with Givsly Clients. Notwithstanding the foregoing, Confidential Information is deemed not to include information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the receiving party; (iii) is rightfully communicated to the receiving party by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the receiving party's possession free of any confidentiality obligations with respect thereto; (v) is independently developed by a party without use of any Confidential Information of the other party; or (vi) is approved for release or disclosure by the disclosing party without restriction.

b. Obligations. Except as expressly permitted under these Terms, each party shall maintain the Confidential Information of the other party in strict confidence and shall not disclose, publish or copy any part of such Confidential Information except as required to perform authorized obligations under these Terms. Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis, provided that, each party shall be liable for the acts or omissions of any party that obtains Confidential Information through such party. However, a party may disclose Confidential Information of the other party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that such party gives reasonable prior notice to the other party to contest such order or requirement. Upon the termination or expiration of these Terms, each party shall return to the other party, or certify the destruction of, all Confidential Information of the other party, provided that, neither party shall be required to purge any materials that have been archived pursuant to its normal document retention policy or is required to be maintained by applicable law if the obligations in this Section 5 are otherwise strictly observed.

6. Specific services on the Givsly Platform #

a) Donation Offers Terms

Givsly Clients can use the Givsly Platform to tie purpose driven messaging to their marketing efforts using Donation Offers. A “Donation Offer” is a landing page and a link or a QR code to a landing page), which the Givsly Client or Givsly creates using the Givsly Platform.

(i) The Givsly Client sends out this offer directly or provides their Recipient list to Givsly and instructs Givsly to distribute the Donation Offer landing page or QR code to a Recipient.

(ii) NPOs may be listed specifically in the Donation Offer and preselected. In other instances, the Recipient may choose from a short list of NPO alternatives in the Donation Offer.

(iii) Once a Recipient has taken an action with the Donation Offer, the Givsly Client must verify the Recipient and provide approval to qualify for a donation.

(iv) NPO does not have a right to approve inclusion in a Donation Offer Campaign. By siginig up for the Givsly Platform Nonprofit agrees to be included in Donation Offers at Givsly Client’s discretion.

(v) Any Nonprofit Marks or IP used in a Donation Offer will be the Nonprofit Marks and IP the NPO provides to the Givsly Platform at registration or subsequent update of NPO information on the Givsly Platform.

b) Advertising Campaign Terms

(i) Advertising Campaigns are set up using the Givsly Platform and Givsly Services. Givsly Clients can:

a) discover NPOs who have registered on the Platform, whom they would like to include and support in their advertising messaging, and request collaboration from these NPOs in a specific Advertising Campaign; or

b) create & download a measurement pixel to be placed in a Givsly Client’s advertising creative ((i)((a)-(b) collectively “Advertising Campaigns”). The measurement pixels will count impressions or other similar activity representing user rate of engagement in a Campaign, and at the end of a campaign enable Givsly to make a donation to the Nonprofits via Givsly’s DAF Partner accordingly.

(ii) Advertising Campaigns may include a participating Nonprofit from the Givsly Platform including Nonprofit Marks.

(iii) Before each Campaign featuring Nonprofit, the request for participation in the Advertising Campaign must be approved by the Nonprofit. Nonprofit has the right to decline the request to participate in an Advertising Campaign.

(iv) Request and agreement to participate does not guarantee NPO will be included, or that the Advertising Campaign will be executed.

(v) If an Advertising Campaign runs and the Nonprofit does receive a donation, Givsly will process and pay the donation to the Nonprofit via Givsly’s Donor Advised Fund Partner subject to the terms in section 7, Donation Terms.

(vi) Ads related to the Advertising Campaign are served in one of two ways: (i) by Givsly Clients or (ii) by Givsly on behalf of Givsly Clients. Either may use their own or existing third party advertising networks, tools and industry ecosystems, depending on the campaign type. Advertising Campaigns may be executed outside of the Givsly Platform and served by Givsly Client utilizing their own relationships and advertising tools, platforms and networks, or other platforms that may not permit third party pixels such as the engagement measurement pixels generated by Givsly Platform. This means the final reporting used to calculate donations is provided by the Givsly Client or a third party and Givsly may not have any insight as to the performance of that Advertising Campaign, except for what is reported by Givsly Client or a third party.

Givsly assumes no responsibility for final ad creatives used in Advertising Campaigns and Donation Offers.

7. Donation Terms #

a) The Nonprofit will receive a net donation after campaign and marketing fees (for example fees payable to our vendors), any payment processing fees, Givsly fees, or any Donor Advised Fund fees have been deducted. (“Fees”). Once a Campaign has completed, donations will be calculated based on several factors. Including but not limited to:

• i. Campaign activity
• ii. Cost of media
• iii. Number of Nonprofits in the Campaign
• iv. Distribution of end user selections
• v. Event sponsors Sponsor maximum donations

b) All donations to the participating NPOs are made via Givsly’s DAFP, Our Change Foundation. Our Change Foundation (EIN: 86-3353394), is a nonprofit Section 501(c)(3) organization that makes grants to the Nonprofits suggested by Givsly via the Givsly Platform services.

c) Our Change Foundation (OCF) will not charge platform fees against the donations and will send the funds to the Nonprofit suggested by Givsly here unless (1) the suggested Nonprofit’s public charity status with the Internal Revenue Service as an organization described in Section 501(c)(3) of the Internal Revenue Code has changed or has been revoked; or (2) the suggested Nonprofit refuses to use the funds for those purposes described in Section 501(c)(3) of the Internal Revenue Code; (3) Nonprofit’s registration to solicit charitable contributions with the California Attorney General’s Office Registry of Charitable Trusts is not in good standing, which means that the registration is delinquent or suspended or revoked, (4) or the Nonprofit is prohibited from soliciting or operating in the state by the California Attorney General, or the Nonprofit’s tax-exempt status has been revoked by the California Franchise Tax Board If OCF is unable to grant a donation to the suggested Nonprofit, for the above-described reasons, Givsly will select an alternate nonprofit, and OCF will send the donated funds to the alternate no later than 30 days after the determination of eligibility.

d) Accuracy of Information. You are solely responsible for the accuracy and completeness of information that you provide to Givsly and you understand that Givsly, its Givsly Clients, its Donor Advised Fund partners, and other third parties may and will rely on the information you supplied to Givsly or to them via Givsly. You represent and warrant to provide Givsly and the Givsly Platform with accurate and up-to-date organizational information on your registration and use of the Givsly Platform, 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 eligible Nonprofit on the Givsly Platform. 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 and withholding of donations. Givsly is not responsible for donations sent to contact information listed that is incorrect (for example a check is mailed to an address that has not been updated in the Platform).

e) When Givsly uses OCF as its donor advised fund, then allAll donations described herein shall be subject to OCF’s exclusive control and discretion. OCF will grant the donated funds to the suggested Nonprofit that is eligible to receive grants via physical checks and/or electronic transfer on a quarterly basis or more frequently, unless the recipient charitable organization is not eligible to be sent the funds as described above. "Quarterly basis" means no later than 30 days after the end of a 90-day period established as a quarter by Givsly.

f) If a Nonprofit makes a written request for removal from the Givsly Platform or from any solicitation regarding such Nonprofit, Givsly shall promptly verify the request is legitimate (such verification to take no longer than (3) three business days after the written request for removal is made, and Givsly may verify the request by asking for identifying or other relevant information from the recipient Nonprofit, unless already provided) and will remove such Nonprofit no longer than three (3) business days after such request is verified. If, as a Nonprofit, you wish to effect such removal from the platform, please email such removal request to nonprofits@givsly.com.

g) Givsly will make the following information available to Nonprofits within 5 business days through a written request to nonprofits@givsly.com: (1) a description of the type of activity performed by Givsly platform users who caused a donation or grant of a recommended donation to be sent to the Nonprofit, along with the time period during which the activity was performed; (2) the amount of each donation or grant of a recommended donation, with an accounting of how it was calculated, including the number of activities performed, the donation amount per activity.

8. Privacy #

You agree that Givsly collects, synthesizes and retains information on Nonprofits, Nonprofit Users and Givsly Platform users, 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 Givsly Client, corporate, Recipient, or individual user’s personal information with the participating Nonprofits, however we may share statistical, aggregated information regarding donations.

9. Representations and Warranties #

By becoming a Nonprofit registered on the Givsly Platform you represent and warrant to us that:

a. you are in compliance with each of the conditions, agreements, acknowledgments, representations, covenants, warranties and other obligations included in these NPO Terms & Conditions.

b. any information provided to the Platform, including but not limited to IP, and Nonprofit Marks is accurate and truthful, and at all times consistent with these NPO Terms & Conditions.

Mutual Representations and Warranties.  Each party represents and warrants to the other that:

a. it has the full corporate right, power, and authority to enter into the NPO Terms & Conditions and to exercise its rights and perform its obligations;

b. its execution and delivery of the NPO Terms & Conditions, and the performance of its obligations and duties in connection therewith, do not and will not violate any agreement to which it is bound; and

c. it shall comply with all applicable laws, rules, and regulations in performing its respective obligations and exercising its rights under the NPO Terms & Conditions, including with respect to consumer protection and privacy.

Disclaimer.  Except for the express representations and warranties stated herein and to the maximum extent permitted by applicable law, neither party makes, and each party expressly disclaims, all representations, conditions, terms and warranties, whether express, implied, statutory or otherwise, with respect to the subject matter of the NPO Terms & Conditions, including without limitation any implied representation, term, or warranties of merchantability or fitness for a particular purpose. Without limiting the generality of the above and to the maximum extent permitted by applicable law, Givsly makes no representation or warranty

a. as to any Campaign, advertisement, event, donation or any benefit, performance, or revenues that the Nonprofit will obtain from its use of the Givsly Platform,

b. that any particular relationships with Givsly Clients will be established or maintained through the Givsly Platform,

c. that the Givsly Platform will be always available or bug or error-free. 

d. any engagement between Nonprofit and Givsly Client does not constitute a contract between Nonprofit and Givsly Client

10. Nonprofit Right to an Annual Accounting of Donations #

Each year, upon request, the Nonprofit registered on the Givsly Platform, shall be provided with an accounting that lists the:

• dollar amount of each payment received by Givsly in connection with marketing activities or Campaign accepted for the Nonprofit’s benefit; and
• dollar amount of each transfer made to the Donor Advised Fund partner with the Givsly recommendation to donate to that Nonprofit by Givsly.

11. 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 a Nonprofit via its Donor Advised Fund partner. Givsly shall maintain such books and records while the Nonprofit 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 Nonprofit and/or any authorized state regulatory authority, at the Nonprofit’s expense, for the sole purpose of verifying the accuracy of transfers made to the Donor Advised Fund with the recommendation to donate to the Nonprofit. 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) business days in advance and such review shall take place at a date and time convenient to Givsly.

12. Use of the Sites and Platform #

You may use the Sites and Platform only for lawful purposes and in accordance with these NPO Terms & Conditions. Additionally, you agree not to:

a. transmit, or procure the sending of, material including any “junk mail”, “chain letter” or “spam” or any other similar solicitation, or otherwise post or transmit sales pitches for outside products or services or content that drive traffic to a third party’s website (including for personal, political or monetary gain) except in express accordance with these Terms;

b. Use any robot, spider or other automatic device, process or means to access the Sites and /or Platform for any purpose, including monitoring or copying any of the material on the Sites and /or Platform;

c. Use any device, software or routine that interferes with the proper working of the Sites and/or Platform;

d. Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;

e. Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, or any server, computer or database connected to the Sites and/or Platform;

f. Circumvent any technical measures we use to provide the Sites and/or Platform and services; and

g. Otherwise attempt to interfere with the proper working of the Sites and/or Platform or services

13. To Report A Concern About Content On The Sites #

If you believe that any content on the Sites 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:

a. Remove or refuse to post any Nonprofit Content or other content posted by Nonprofits from the Sites and Platform for any or no reason in our sole discretion;

b. Take any action with respect to any content that we deem necessary or appropriate in our sole discretion, including if we believe that such content violates these NPO Terms & Conditions, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the website, Platform, or the public or could create liability for Givsly;

c. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the website; and

d. Terminate or suspend your access to all or part of the website for any or no reason, including without limitation, any violation of these NPO Terms & Conditions.

e. 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 or Platform 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.

14. Sites and Platform Content Disclaimer #

Some of the content on this Sites and the Platform, including without limitation, text, software, scripts, graphics, videos and the like is created and developed by Nonprofits and provided to Givsly under license for dissemination over the internet (“Nonprofit Content”). Nonprofit Content includes, among other things, Nonprofit background information, Nonprofit impact information and impact geography 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 Sites and Platform content, or Nonprofit Content, all of which is offered “as is.”

Givsly does not own, develop, endorse, and is not responsible for Nonprofit Content. The use of a company or entity name on the Givsly 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. Nonprofits are not employees or under the supervision of Givsly. Nonprofits have agreed to be bound by these NPO 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 Nonprofits and does not necessarily seek independent verification.

15. Termination #

The Nonprofit has the right to cancel its participation in Givsly Platform without cost, penalty, or liability during a fifteen (15) day period the commences on the date the Nonprofit affirmatively checks the boxes presented at the Givsly sign-up (such right, the “Cancellation Right”). The Nonprofit may exercise its Cancellation Right by sending a written notice of Nonprofit 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 exercises its Cancellation Right, (i) such Nonprofit will receive donations for any marketing activities or Campaigns that have been completed and are undisputed, in the same manner it would have received such Donations had such Nonprofit not exercised its Cancellation Right; (ii) Givsly Clients will no longer be able to select such Nonprofit as the recipient of donations when scheduling new marketing activities or Campaigns after the Cancellation Right ; and (iii) Givsly shall thereafter remove such Nonprofit from the Givsly Platform within three (3) days of its verification of the removal request.

Notwithstanding anything to the contrary in this Section, following the expiration of the Nonprofit’s Cancellation Right, a Nonprofit 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 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 participation 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 by Givsly via its Donor Advised Fund partner.

16. Indemnification #

Nonprofit Obligations.  Subject to Section 16, Nonprofit shall indemnify, defend, and hold harmless Givsly its permitted successors and assigns, and their respective affiliates, agents, officers, directors, and employees (collectively, “Givsly Indemnified Parties”) from and against any claims, suits, legal proceedings, regulatory proceedings, or investigatory proceedings (“Claims”) brought against any Givsly Indemnified Party by any third party and any and all judgments, losses, damages, settlements, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and costs) (“Losses”) arising as a result of any such Claim, in each case as a result of or in connection with: (a) any false or misleading representation by Nonprofit or any breach by Nonprofit of any of its warranties or obligations under the NPO Terms & Conditions; and (b) a Claim that Nonprofit’s Marks, or Nonprofit’s business activities infringe any intellectual property right of any third party ((a) – (b) each being a “Nonprofit Indemnifiable Act”).

Givsly Obligations. Subject to Section 16 Givsly shall indemnify, defend and hold harmless Nonprofit, its successors and assigns, and their respective affiliates, agents, officers, directors, and employees  (“Nonprofit Indemnified Parties”) from and against any Claim brought against any Customer Indemnified Party by any third party and any Losses arising as a result of any such Claim, in each case as a result of or in connection with any false or misleading representation by Givsly. In the event a Claim under Section 16 is made or, in Givsly’s reasonable opinion, is likely to be made, or if required by settlement, Givsly may elect, at its sole option and expense, to: (i) procure for Nonprofit the right to continue using the Givsly Platform that are the subject of such Claim, or (ii) terminate the Agreement. Notwithstanding the foregoing, Givsly shall have no liability for any infringement Claim under this Section 16 to the extent such Claim results from: (i) modifications to the Givsly Platform by or on behalf of a Nonprofit Indemnified Party, or (ii) use or combination of any Givsly Platform with any other item not provided by Givsly in each case without the prior written consent of Givsly.

Givsly does not participate in interactions with Givsly Clients and users and shall not be liable or responsible to you in any manner whatsoever for marketing activities or Campaigns arranged or facilitated using the Givsly Platform.

17. Limitation of Liability #

YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL GIVSLY BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT, OR UNDER ANY THEORY OF LIABILITY.

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.

18. Arbitration, Governing Law and Venue #

The validity, interpretation, performance and enforcement of these NPO 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 NPO Terms & Conditions from time to time by posting the modification(s) on our website, www.givsly.com, platform.givsly.com and company.givsly.com. Unless otherwise specified by us when posted, all modifications will be effective with 15 days advance notice and posting. If you do not agree to any modification(s), your only recourse will be to terminate your participation as a Nonprofit. If you are new to the Givsly Platform then the newest version of the NPO Terms will apply. 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 NPO & 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 NPO 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 NPO Terms & Conditions, the word “including” shall mean “including, without limitation,” in all cases. Whenever possible, each provision of these NPO Terms & Conditions shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these NPO 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 NPO Terms & Conditions, and these NPO 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