Nonprofit User Agreement

1.a We register qualified non-profit organizations (“Participating Nonprofits”) and provide information about them to PayPal Users, and users of other websites and services with which we partner. We provide tools and information about registering as a Participating Nonprofit on the PayPal Giving Fund Website.

2.b You must have the proper authority under applicable law to enter this agreement with us, and provide the information we request as part of the enrollment process, such as:

i. Your organization’s current legal “Name”,

ii. Proof of your status as a Tax-Deductible Organization and as a Public Charity or Private Operating Foundation (“Proof of Status”) such as a copy of your 501( c )(3) determination letter from the IRS;

iii. The e-mail address associated with your account with PayPal.

You may also complete a “Nonprofit Profile” to become a Participating Nonprofit, which will include:

i. A valid, working contact email address; and

ii. an electronic version of your “Logo” that meets our technical requirements;

iii. A written “Mission Statement” that describes your charitable purposes;

2.c You will remain a Participating Nonprofit until this Agreement is terminated for any reason. You acknowledge and consent to our use of third party service providers to review and verify the information in your Nonprofit Profile.

3.a You hereby grant PayPal Giving Fund a non-exclusive license to use the Name, Logo and Mission Statement that you have provided during the term of this Agreement to identify your organization as a Participating Nonprofit in our solicitations on PayPal’s website and mobile application, and on other websites and services with which we may partner, as well as related marketing materials, including on the PayPal Giving Fund Website and in marketing emails. We acknowledge that you retain ownership of your trademarks, trade names and servicemarks and any associated goodwill. You also grant permission for your Name to be used in commercial co-ventures that PayPal Giving Fund agrees to engage in with its partners, or its partners’ clients, or other merchants. You understand that this means that merchants who contract with PayPal Giving Fund will have the ability to induce customers to buy products and services based, in part, on the merchant’s promise to make a charitable contribution to PayPal Giving Fund to support you.

3.b Participating Nonprofits bear sole responsibility for complying with all laws, rules and regulations applicable to your activities under this Agreement and to your status as a Tax-Deductible Organization and Public Charity or Private Operating Foundation. You understand that you may have obligations to register under state or local laws regarding charitable solicitations, and that we have no obligation to assist with any such registration. 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 PayPal Giving Fund in any way to act as a professional fundraiser or fundraising counsel on your behalf.

4.b You acknowledge that we make no promise that you will receive any donations as a result of your status as a Participating Nonprofit.

4.f We reserve the right not to distribute a donation to you (even if you are recommended by a Donor for a particular donation), if, in our sole discretion and determination:

ii. at any time you are in breach of this Agreement;

iii. you cease to have status as a Tax-Deductible Organization, Public Charity, or Private Operating Foundation, or you have been designated a Supporting Organization by the IRS;

iv. doing so would cause us to be out of compliance with applicable laws;

v. doing so would bring us into disrepute; or

vi. you otherwise cease to qualify as a Participating Nonprofit in good standing.

In any such case, we reserve the right to redirect any donation to another entity, or to use or dispense with the donation in any manner consistent with our policies and charitable purposes.

4.g You agree to promptly return to us the full amount of any donation you receive from us if, when you receive it:

i. you have ceased to have status as a Tax-Deductible Organization, Public Charity, or Private Operating Foundation, or you have been designated a Supporting Organization by the IRS;

ii. this Agreement has terminated;

iii. you are not a Participating Nonprofit in good standing; or

iv. we have notified you that a Donor is due a donation refund. We may, in our sole discretion, elect to offset a future donation rather than requesting that you return to us an amount that we have already donated to you.

4.i Funds granted by PayPal Giving Fund may only be used for charitable purposes. Such funds may not confer an impermissible private benefit on any donor, such as memberships that are not 100% tax deductible, tickets for a charity event, or to honor a legally binding pledge, 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, whether directly or indirectly through support of, or cooperation with, other persons and organizations engaged in such activities. Other than the above, funds are granted without specific restrictions as to their use unless otherwise agreed between us.

5.a While you are a Participating Nonprofit, you may access the “Nonprofit Area” and other parts of the PayPal Giving Fund Website for the purposes contemplated by this Agreement. During the term of this Agreement and subject to the terms and conditions herein, we grant you a non-exclusive, non-transferable, non-sublicenseable license to download, install and display the software, scripts and other content (e.g., graphics) that we have specifically identified as available for download.

5.b Certain limitations and restrictions apply to the licenses and rights granted to you in this Agreement. You understand and agree that these licenses and rights may be exercised only by your employees and agents (including volunteers) acting on your behalf, that you are responsible for their conduct in using the PayPal Giving Fund Website, and that these licenses and rights may not be assigned to any other person or entity or used on another’s behalf.

5.c You acknowledge that we own the PayPal Giving Fund Website (including the Nonprofit Area) and all associated intellectual property rights. All rights that are not expressly granted to you by this Agreement are expressly reserved by us.

5.d You understand that this Agreement does not grant a license or any other right to access or to use PayPal services or the services of our partners. Your use of those services remains subject to the terms and conditions of any agreement between you and those partners, and/or between you and PayPal, as applicable.

7.a Notwithstanding your status as a Tax-Deductible Organization, you will be responsible for all sales, use, value added or other similar taxes, duties, levies, charges or assessments applicable or payable in connection with donations made to your organization pursuant to this Agreement.

8.a You represent and warrant to us that:

i. you are, and at all times during the term of this Agreement will remain, a Tax-Deductible Organization with Private Operating Foundation or Public Charity status described in sections 501( c )(3) and 509(a) of the Code. You will promptly notify PayPal Giving Fund if you are designated as a Private Non-Operating Foundation or Supporting Organization by the IRS;

ii. you will utilize donations received from PayPal Giving Fund in a manner that is consistent with such status;

iii. you will at all times use our Services in compliance with all applicable laws, rules and regulations, including any requirements governing charitable status and solicitation of charitable donations;

iv. all information provided by you in your Nonprofit Profile is true and accurate at all times;

v. you have the right to provide all information provided by you in your Nonprofit Profile or otherwise, the right to authorize us to use this information as contemplated herein, and the right to enter into this Agreement on behalf of your organization;

vi. you have the right to grant the licenses to PayPal Giving Fund 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 not disparage PayPal Giving Fund, PayPal Charitable Giving Fund, PayPal, any other Participating Nonprofit, or any partner or sponsor of PayPal Giving Fund identified within the PayPal Giving Fund Website; and

viii. you will at all times comply with the terms and conditions of this Agreement and any terms of use or other agreements you may have with PayPal and/or any partners of PayPal Giving Fund.

8.b You agree to indemnify, hold harmless, and, at our option, defend PayPal Giving Fund and its officers, 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 PayPal Giving Fund requires you to provide defense of any matter for which indemnity is or may be due hereunder, PayPal Giving Fund 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 PayPal Giving Fund and the other indemnified parties with respect to such claim, or unless PayPal Giving Fund provides its prior written consent. Any settlement imposing or requiring PayPal Giving Fund to take or refrain from taking any action will require the prior written consent of PayPal Giving Fund.

8.c WE MAKE AVAILABLE THE PAYPAL GIVING FUND WEBSITE, THE NONPROFIT AREA AND NONPROFIT PROFILE FOR CHARITABLE PURPOSES, AND NOT FOR COMMERCIAL, FOR-PROFIT PURPOSES. YOU ACKNOWLEDGE THAT THE PAYPAL GIVING FUND WEBSITE, THE NONPROFIT AREA AND NONPROFIT PROFILE, 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 (INCLUDING “UPTIME”) OF THE PAYPAL GIVING FUND WEBSITE OR THE NONPROFIT AREA AND NONPROFIT PROFILE. NO REPRESENTATION OR WARRANTY IS MADE THAT OPERATION OF THE PAYPAL GIVING FUND WEBSITE (INCLUDING THE NONPROFIT AREA AND NONPROFIT PROFILE) WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE PAYPAL GIVING FUND WEBSITE (INCLUDING THE NONPROFIT AREA, AND NONPROFIT PROFILE) 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’S ABILITY TO OBTAIN A TAX DEDUCTION OR OTHER TAX BENEFITS IN CONNECTION WITH DONATIONS MADE TO PAYPAL GIVING FUND. 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.

8.d IN NO EVENT SHALL WE 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, 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 $10. 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.

9.a This Agreement becomes effective when you have accepted it by following the instructions on the PayPal Giving Fund Website. Once in effect, this Agreement will continue until terminated by either of us.

9.b You may terminate this Agreement (and cancel your status as a Participating Nonprofit) at any time and for any reason by providing 7 days advance written notice to us. You also have the right to withdraw your consent to this Agreement within your Nonprofit Profile while remaining eligible to benefit from some of our programs. If you withdraw consent, you will lose access to our programs that require consent, and will lose access to some information, including personal information about the donors and fundraisers that support your charity.

9.c If you breach this Agreement at any time, you will not be considered to be in good standing. We may suspend your access to the PayPal Giving Fund Website and/or the Nonprofit Area if we determine in our sole discretion that we will not permit you to remedy a breach. We may terminate this Agreement at any time and for any reason by providing notice to you in accordance with this Agreement.

9.d After termination of this Agreement, we will exercise reasonable efforts to promptly remove your Name, Mission Statement and Logo from the PayPal Giving Fund Website. Upon such removal, the licenses you have granted to us in such materials will expire.

9.e Neither you nor PayPal Giving Fund 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).

9.f The obligations of Sections 3.b, 4.e, 4.f, 4.g, 5.b, 5.c, 5.d, 7.a, 8, 9.d, this 9.f and 10 will survive the termination of this Agreement.

10.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.

10.c We may give notice pursuant to this Agreement by any means of contact in your Nonprofit Profile 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. Notices may also be given by posting information within the PayPal Giving Fund Website and, except as required by the following Section 10.d, will be deemed effective when posted. Notices from you to us must be given by email or other means provided within the PayPal Giving Fund Website and will be deemed given when actually received by us.

10.d We may amend this Agreement at any time by posting amended terms on the PayPal Giving Fund Website. We will send a message to the email address in your Nonprofit Profile alerting you. Except as otherwise expressly stated in such a posting, all amended terms shall automatically be effective and legally binding upon you 14 days after having been posted on the PayPal Giving Fund Website. Your continuation as a Participating Nonprofit, and/or your continued access to or use of the PayPal Giving Fund Website after such 14 day period 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 10 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.

10.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.

10.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.

10.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.

10.h Any dispute between you and PayPal Giving Fund which cannot be resolved by negotiation shall be submitted to mediation, and if mediation fails, arbitration, under the rules of the American Arbitration Association, or any comparable 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. Notwithstanding the foregoing, you acknowledge that unauthorized use of our proprietary materials, information or technology may cause irreparable harm to PayPal Giving Fund for which monetary damages would be an inadequate remedy. Accordingly, we have the right, without necessity of posting bond, to seek injunctive or other equitable relief from any court of competent jurisdiction to protect our rights in intellectual property or confidential information.

10.i This Agreement shall be governed and interpreted in accordance with the laws of California without regard to its principles of conflict of laws. Venue for mediation, arbitration, or litigation of any dispute, controversy, or claim arising out of, in connection with, or in relation to this Agreement, or the breach thereof, shall be proper only within a mediation or arbitration process or in a tribunal of competent jurisdiction within California.