Last modified: September 8, 2023
Welcome to Angel Giving! We’re pleased to support you with sustainable fundraising solutions and thank you for joining us.
These Terms of Use (the “Terms”) are a binding contract (“Agreement”) by and between you and Altruistic Partners Empowering Society, Inc., d/b/a Angel Giving (“Angel Giving,” “we,” “us,” or “our”). Angel Giving is a public charity recognized by the Internal Revenue Service (the “IRS”) under Section 501(c)(3) of the Internal Revenue Code (Federal Tax ID # 87-3758939). Angel Giving provides and offers a charitable giving platform (the “Platform”) which equips qualified participating nonprofit organizations (“NPOs”, “you” or “your”) with a tool to receive and hold grants and donations to advance their charitable missions. Additionally, Angel Giving accepts contributions from donors (“Donors”) and makes charitable grants to NPOs that are registered users of the Platform.. The Platform provides Donors with a tool to make donations of fiat currency, cryptocurrencies and securities, and make grant recommendations to NPOs on the Platform to advance their charitable missions. Please read this Agreement carefully as these Terms explain our commitments to you and our requirements of you as a NPO.
The Platform equips NPOs with a free tool that enables them to create their own endowment accounts, whose parameters and terms are governed by smart contracts. In furtherance of its charitable mission, Angel Giving (1) maintains a donor-advised fund (the “Fund”) enabling donors to donate assets to Angel Giving and make grant recommendations to NPOs’ smart contracts on the Platform; and (2) provides fiscal sponsorship services to qualifying NPOs, and accepts donations and grants on their behalf.
By using the Platform and/or registering your account, you acknowledge and represent that you are at least eighteen (18) years of age and have read, understand and agree to be bound by the Terms. If you are agreeing to these Terms on behalf of an organization or legal entity, you represent and warrant that you are authorized to agree to these Terms on that organization’s or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). You further represent that you have the full authority to enter into and comply with the Terms of this Agreement and have obtained the required organizational approval to use the Platform. You further represent that your access and use of the Platform will fully comply with all applicable laws and regulations, as well as any and all internal policies, including but not limited to, gift acceptance, investment and fundraising policies. You agree that you will not access or use the Platform to conduct, execute, promote, or otherwise engage in any illegal activity.
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them.
Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
The headings and subheadings are for reference only and do not limit the terms or application of the applicable section. Your trust is very important to us. If you have questions about this Agreement please contact, [email protected].
a. We register NPOs and provide information about them to users of the Platform that are interested in making donations.
b. Endowment and Current Accounts. By creating an account on the Platform, NPOs are equipped with two accounts both of which are non-custodial; an Endowment Account and a Current Account (collectively, the “Accounts‘). The Accounts are smart contracts governed by a predefined set of parameters. By agreeing to these Terms and opening accounts in accordance thereof, you hereby agree and consent to the predefined parameters of the Endowment Account and Current Account on the Platform. Any and all funds contained in Current Accounts are unlocked and available for withdrawal by the NPO at any time. Any and all funds contained in Endowment Accounts are permanently locked indefinitely and are intended to grow and accrue value over time to provide you with a sustainable source of revenue. On a weekly basis, 75% of any yield generated in the Endowment will be automatically transferred to your Current Account, with 25% of the yield remaining in the Endowment to continue to grow.
c. In furtherance of operating the Fund and providing fiscal sponsorship services, we accept donations of fiat, cryptocurrency and securities from Donors on the Platform, which we distribute (or grant) to qualified NPOs at our sole discretion, based on grant recommendations made by Donors.
d. We facilitate the issuance of tax receipts showing the donation transaction between the Donor and Angel Giving. It is the sole responsibility of the Donor to ensure that their contribution qualifies for tax relief, if tax relief is sought, as permitted by applicable tax law.
a. We take steps to confirm that each NPO is a qualified nonprofit organization in good standing. If you are registered in the U.S., we take steps to confirm that you are recognized by the Internal Revenue Service as exempt from federal income tax under Internal Revenue Code 501(c)(3), and have public charity status under section 509(a)(1) or 509(a)(2) and such recognition is not currently revoked. If you are registered outside of the U.S. we take steps to confirm that you are recognized as the equivalent of the charitable organization by the relevant regulatory and/or governmental agencies in your jurisdiction and such recognition is not currently revoked. You must promptly update and notify us in case of any changes to your status as a NPO, and/or if the Internal Revenue Service or any state, local or national government agency initiates an inquiry into your status. You agree to provide any information that we may reasonably request related to your status as a NPO. NPOs may be required to submit information to us which allows us to validate their continued eligibility to use the Platform. We reserve the right to deny or revoke NPO status to any organization that fails, in our sole discretion and determination, to meet these standards.
b. To be eligible to receive grants from us you must provide us with information which includes, but is not limited to the following:
c. You will be eligible to receive grants in accordance with this Agreement only after we have reviewed your submitted information and materials and approved you as a NPO.
d. We reserve the right to request any additional information we may require to assess your eligibility as a qualified nonprofit organization, on an ongoing basis and at our sole discretion.
a. You hereby grant Angel Giving a non-exclusive license to use your name and logo during the term of this Agreement. We acknowledge that you retain ownership of your trademarks, trade names and service marks and any associated goodwill.
b. NPOs bear sole responsibility for complying with all laws, rules and regulations applicable to your activities under this Agreement and to your status as a NPO and public charity. You understand that you may have obligations to register under state charitable solicitation laws. You agree that we have no liability for your failure to register properly. You agree to bear all costs associated with your compliance with such requirements. You agree that, for purposes of state charitable solicitation laws or regulations, nothing in this Agreement is intended to cause Angel Giving in any way to act as a professional fundraiser or fundraising counsel on your behalf.
c. You hereby agree to promptly notify Angel Giving in the event there is any change to your status as a NPO, or ability to carry out the charitable purposes for which you have received grant disbursements.
a. You acknowledge that we make no promise that you will receive any grants from us as a result of your status as a NPO.
b.You understand that Donors make their donations to Angel Giving and not to NPOs. Angel Giving retains exclusive legal control over all donations received from Donors, and exercises sole discretion in making any and all grants to NPOs. We make grant distributions to qualified NPOs based upon recommendations made by Donors, and consequently any grants received in accordance with this Agreement will be received by you from Angel Giving.
c. Pursuant to our Privacy Policy, we may disclose to you information about Donors, including name and contact information. You agree that we disclose this information to you only for the purpose of enabling you to acknowledge donations and to provide a reasonable amount of information about your charitable work. You become the data controller of the Donor’s personal information that we provide to you for this limited purpose. You must not use the Donor’s personal information for any other purpose without the Donor’s further consent, including but not limited to for marketing purposes. You agree that you will obtain consent from Donors to use the information we provide to you for any purpose beyond what is contained in this clause.
d. All grant disbursements we may make to you, will be made to your Angel Giving account in the form of stablecoin utilized by Angel Giving (i.e. USDC). As a part of the Platform’s functionality , Donors have the ability to recommend the proportion of their donation, if any, they wish to be granted to your Endowment account, and the proportion of their donation, if any, they wish to be granted to your Current account. You hereby acknowledge and agree that any and all grants made by Angel Giving to your Endowment Account are intended by Angel Giving, as grantor,to remain locked in perpetuity. Any and all grant distributions made to your Current Account are unrestricted and may be withdrawn immediately.
e. All grant disbursements made by Angel Giving to you (including any yield distributions which result thereform on the Platform) may only be used for charitable purposes in accordance with any and all applicable local, state, federal or national laws. Such donations may not confer impermissible private benefit(s), and may also not be used to engage in, support, or promote hate, violence, terrorist activity, related training of any kind, money laundering, or other illegal activities, or be used for any impermissible political activities.
f. In the event you lose your status as a tax-exempt charity, cease your charitable operations or breach these Terms, Angel Giving, in its sole discretion may select another NPO to receive any grants or use the donation(s) in any manner consistent with our charitable purpose.
g. Fees: Use of the Platform as well as Angel Giving’s services are free for NPOs. We do not charge you a fee for creating Accounts on the Platform nor for receiving grants from Angel Giving. There are no hidden fees or recurring charges.
a. You represent and warrant to us that: (i) you are, and at all times during the term of this Agreement will remain, a eligible NPO as described in Section 2(a); (ii) you will utilize grants received from Angel Giving solely in a manner that is consistent with such status; (iii) you will at all times be in compliance with all applicable laws, rules and regulations, including any requirements governing charitable status and solicitation of charitable donations in your jurisdiction; (iv) all information you have provided to us is true and accurate at all times; (v) you have the right to enter into this Agreement on behalf of your organization; (vi) you have the right to grant the licenses to Angel Giving hereunder; and our use, as contemplated by this Agreement, of materials or rights licensed hereunder, will not infringe the intellectual property rights or similar rights of any third party; (vii) you will at all times comply with the terms and conditions of this Agreement.
b. You agree and acknowledge that the smart contract which establishes your Accounts on the Platform may enable you to select from various fully-automated yield-strategies to accrue value. You further agree and acknowledge that these yield options are administered, managed and maintained by third parties that are unaffiliated with Angel Giving and over whom Angel Giving has no control.
c. You agree, represent and warrant that you shall remain compliant at all times with all laws, statutes, and regulations restricting U.S. persons from dealing with any individuals, entities or groups subject to sanctions imposed or administered by the Office of Foreign Assets Control of the United States Department of Treasury (“OFAC”).
d. Executive Orders and Laws of many countries, including those of the United States, prohibit transactions with, and the provision of resources and support to, individuals and organizations associated with terrorism. You hereby represent and warrant that you are compliant with all applicable provisions of such Executive Orders and Laws, and that you have not provided, and will take all reasonable steps to ensure that you do not and will not knowingly provide, material support or resources to any individual or entity that commits, attempts to commit, advocates, facilitates, or participates in terrorist acts, or has committed, attempted to commit, facilitate, or participated in terrorist acts.
e. You agree to indemnify, hold harmless, and, at our option, defend Angel Giving and its directors, employees, licensees, agents and vendors from and against all claims, costs, losses, damages, expenses (including attorneys’ fees and court costs) and liabilities arising from your breach or alleged breach of any obligation, covenant, representation or warranty under this Agreement. If Angel Giving requires you to provide defense of any matter for which indemnity is or may be due hereunder, Angel Giving may participate in such defense by counsel of its choice at its own expense. You will not settle any claim for which indemnity is due hereunder unless such settlement completely and forever releases Angel Giving and the other indemnified parties with respect to such claim, or unless Angel Giving provides its prior written consent. Any settlement imposing or requiring Angel Giving to take or refrain from taking any action will require the prior written consent of Angel Giving.
f. YOU ACKNOWLEDGE THAT THE PLATFORM AND OUR PERFORMANCE HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS, AND WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, DATA ACCURACY OR SYSTEM INTEGRATION. NO WARRANTY IS MADE BY US ON THE BASIS OF TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. YOU ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE PERFORMANCE, EFFICIENCY OR AVAILABILITY OF THE PLATFORM. NO REPRESENTATION OR WARRANTY IS MADE THAT OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE PLATFORM WILL OPERATE AS EXPECTED OR WILL MEET YOUR PARTICULAR NEEDS OR PURPOSES. YOU ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING ANY LEGAL REQUIREMENTS TO WHICH YOUR ORGANIZATION MAY BE SUBJECT, SUCH AS, BY WAY OF EXAMPLE, ANY REGISTRATION REQUIREMENTS RELATED TO CHARITABLE SOLICITATIONS; NOR DO WE MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE APPLICABILITY OF TAX LAWS TO YOUR ORGANIZATION OR TO ANY DONOR, SUCH AS, BY WAY OF EXAMPLE, ANY DONOR’S ABILITY TO OBTAIN TAX DEDUCTIONS OR OTHER TAX BENEFITS IN CONNECTION WITH DONATIONS MADE THROUGH THE PLATFORM. YOU ACKNOWLEDGE THAT WE MAKE NO REPRESENTATIONS OR WARRANTIES TO YOU THAT YOU WILL RECEIVE ANY MINIMUM AMOUNT OF DONATIONS OR ANY DONATIONS AT ALL UNDER THIS AGREEMENT.
g. IN NO EVENT SHALL WE OR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AFFILIATES BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST REVENUES, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, NOR WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PLATFORM OR THE INFORMATION CONTAINED WITHIN IT. EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY, SHALL NOT EXCEED THE AMOUNT YOU PAID TO US TO USE THE PLATFORM, OR $100, WHICHEVER IS GREATER. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. IF YOU HAVE AUTHORIZED ANY THIRD PARTY TO ENTER THIS AGREEMENT ON YOUR BEHALF (e.g., AN ASSOCIATION OF NONPROFIT ORGANIZATIONS OR AGENT), OR TO PERFORM ON YOUR BEHALF (e.g., TO RECEIVE AND PROCESS ANY DONATIONS MADE TO YOU), YOU UNDERSTAND AND AGREE THAT YOU ARE RESPONSIBLE FOR THE ACTS AND OMISSIONS OF THAT THIRD PARTY, AND WE HAVE NO RESPONSIBILITY UNDER THIS AGREEMENT OR ANY LIABILITY TO YOU ARISING DIRECTLY OR INDIRECTLY FROM OR IN CONNECTION WITH THAT THIRD PARTY’S ACTS OR OMISSIONS. YOU ACKNOWLEDGE THAT THE PROVISIONS OF THIS PARAGRAPH AND THE PRECEDING PARAGRAPH FORM AN ESSENTIAL BASIS OF THE ARRANGEMENT BETWEEN YOU AND US, AND ABSENT THE DISCLAIMERS, LIMITATIONS AND EXCLUSIONS OF OUR LIABILITY SET FORTH ABOVE, THE TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
Notwithstanding your status as a NPO, you will be solely responsible for any and all taxes, duties, levies, charges or assessments applicable or payable in connection with any and all charitable grants made to you pursuant to this Agreement.
All information provided by Angel Giving and the Platform is for informational purposes only and should not be construed as professional advice. Before accepting these Terms and using the Platform, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate. We do not offer any tax, accounting or legal advice. Please consider engaging the appropriate professional to address any questions you may have concerning the impact of utilizing the Platform and receiving charitable grants in accordance with these Terms.
By accepting these Terms, you represent and warrant that you understand the inherent risks associated with using cryptographic and blockchain based systems, and that you have a working knowledge of the usage and intricacies of digital assets such as bitcoin (BTC), ethereum (ETH), USD Coin (USDC) and other digital tokens such as those following the Ethereum Standard Token (ERC-20). You further understand that the markets for these digital assets are highly volatile due to factors, including but not limited to, adoption, speculation, technology, security, and regulation. You acknowledge that the cost and speed of transacting with cryptographic and blockchain based systems such as Ethereum are variable and may increase dramatically over time.
a. This Agreement becomes effective when you have accepted it by following the instructions to register as a NPO and create an Account on the Platform. Once in effect, this Agreement will continue until terminated by either you or us.
b. You may terminate this Agreement (and cancel your status as a NPO) at any time and for any reason by providing seven (7) days advance written notice to us.
c. If you breach this Agreement at any time, you will not be considered to be in good standing and we may suspend and/or withhold any grants in our sole discretion. We may terminate this Agreement at any time and for any reason by providing notice to you in accordance with this Agreement.
d. Neither you nor Angel Giving shall have any obligation to each other following the termination of this Agreement, except those obligations that survive this Agreement, as set forth in Section 9(f).
e. The obligations of Sections 3(b), 5, 7, 8, 9, and 10 will survive the termination of this Agreement.
a. This Agreement, together with any other documents incorporated herein by reference constitutes the entire Agreement between us and supersedes all previous negotiation, understandings and agreements between us in relation to its subject matter.
b. You acknowledge that nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship, and neither party is acting as an agent of the other party. For purposes of clarity, neither party has any authority to make any commitments on behalf of the other party or to purport to bind the other party in any manner or to any extent.
c. We may give notice pursuant to this Agreement by any means of contact you have provided us and notice will be effective when sent. If you fail to provide valid and current contact information as required, you waive your right to receive notices under this Agreement during the period of such failure..
d. We may amend this Agreement at any time by posting amended terms. We will send a message to the email address used to register as a NPO, alerting you of such amendments. Except as otherwise expressly stated in such a posting, all amended terms shall automatically be effective and legally binding upon you seven (7) days after having been posted. Your continuation as a NPO will constitute your complete consent and acceptance to all such amended terms. If you do not accept the amended terms you may terminate this Agreement as set forth in Section 9 of this Agreement. Apart from such posting by us, this Agreement may not otherwise be amended except in a written document (i) that expressly references this Agreement and/or any affected amended terms as posted by us and (ii) that is executed by both you and us.
e. Should any provision of this Agreement be held by a court or other tribunal of competent jurisdiction to be void, illegal, invalid, inoperative, or unenforceable, the remaining provisions of this Agreement shall not be affected and shall continue in effect, and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.
f. You may not assign this Agreement without our prior written consent; any attempted assignment in violation of the foregoing will be null and void. We may assign this Agreement to any third party without your consent. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the respective successors and permitted assigns of you and us.
g. Our failure to partially or fully exercise any right will not be considered a waiver of that right unless we so state in writing to you. The waiver of any breach shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement. Any remedies made available to us by the terms of this Agreement are cumulative and are without prejudice to any other remedies that may be available to us in law or equity.
h. Dispute Resolution. Any dispute between you and Angel Giving which cannot be resolved by negotiation shall be submitted to mediation, and if mediation fails, arbitration, under the rules of any entity that you and we may subsequently agree upon in writing. Any arbitration award issued by the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction.
i. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware without regard to conflicts of laws and all disputes arising under and relating to this Agreement shall be brought and resolved exclusively in the State of Delaware.
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