Thank you for visiting the DAF Direct Website, which is operated by DAF Direct Trust ("DAF Direct," "we," or "us"). We appreciate your interest in DAF Direct and we hope that DAF Direct will be helpful to your organization to further its charitable mission. From the DAF Direct Website, IRS-qualified public charities may register for and download software code (“Widget”). “Widget” includes all formats currently available for download from the DAF Direct Website. “You” refers to the IRS-qualified public charity of which you are authorized to represent.
A donor advised fund ("DAF"), as defined by the Internal Revenue Code, is an account over which a donor-advisor ("Donor") has advisory privileges to recommend grants to IRS-qualified public charities ("charities" or "charity") in good standing. A charity may place the Widget on its website so that a Donor is now able to initiate a grant recommendation from the Donor’s DAF without leaving the charity’s website.
If you would like to place the Widget on your organization’s website or in your organization’s communications, you must register with DAF Direct. You will be asked to provide your first and last name, email address, and information regarding your charitable organization, including its Federal Employer Identification Number (EIN). By completing the registration, you represent that you are authorized to register on behalf of an IRS-qualified public charity in good standing described in Section 501(c)(3) and 509(a)(1), (a)(2) or (a)(3) of the Internal Revenue Code ("the Code") and applicable regulations and IRS authority, or are private operating foundations as described in Section 4942(j)(3) of the Code and applicable regulations and IRS authority. At that time, you will also have the ability to customize the Widget before obtaining the Widget code.
Please note that "Non-functionally Integrated Type III Supporting Organizations" are not eligible to register for the Widget.3. Ownership and Placement
Ownership: We own the Widget, including all associated intellectual property including, but not limited to the software code, enhancements to the software code, and branding associated with the Widget. You agree that you shall not make any changes to the Widget, without prior written approval or direction from DAF Direct, in any use (initial or subsequent) of the Widget.
Placement: You agree that you will only use the Widget in a manner consistent with permissible grants from a DAF. For example, you will not place or install the Widget on your website in any way that may imply directly or indirectly that grants recommended by the Donor may be used to pay for any purpose that may provide the Donor or related parties with "more than incidental benefits," such as all or part of the cost of tickets to attend a charitable event, raffle tickets, goods or services bought at a charitable auction, membership benefits if any portion of the membership fee is not tax deductible, Athletic Funds as described in Section 170(l) of the Code, legally-binding obligations, school tuition and other required fees, lobbying, political contributions, or support of political campaign activities.4. Grants
You agree to use the Widget only to enable a Donor to recommend a grant from a DAF to you. You acknowledge that the DAF has sole authority to approve any such grant recommendation, and that the DAF may decline the grant recommendation or may alter the amount, purpose, or other terms of the grant.5. License & Intellectual Property
You are granted a non-exclusive, revocable, non-transferable license, without the right to sublicense, to install on your website, use and allow use of the Widget by a Donor for purposes consistent with this Agreement and a non-exclusive, revocable, non-transferable permission to use the service marks and logos owned by or associated with DAF Direct as displayed below (collectively, "DAF Direct Marks"), as required for the purposes of marketing and promoting the Widget.
You agree and understand that use of the DAF Direct Marks, and all good will, including other intangibles, associated therewith, inure to the benefit of DAF Direct.
You agree to not use or display the DAF Direct Marks in any disparaging manner or in any way that can be construed to be an endorsement, partnership, joint venture or other alliance of DAF Direct with your organization.
You agree not to do anything inconsistent with the DAF Direct ownership of the DAF Direct Marks, not to contest any use, registration or application for registration of the Direct Marks by us, and not to assist any third party in attempting to contest and use, registration or application for registration of the DAF Direct Marks.
You understand that nothing in this Agreement grants you permission to use the trade names, trademarks, service marks, logos or any other property of any DAF participating in the Widget.
You agree that DAF Direct may publicly list your charity’s name on the DAF Direct Website, as well as in other promotional or educational materials, for the purpose of noting your charity’s use of DAF Direct.6. Termination
You may terminate this Agreement at any time by emailing us at DAFDirect@fmr.com. We may suspend or terminate, without prior notice to you, this Agreement and your access to the Widget. Upon termination you agree to discontinue all use of the Widget and delete all instances of the Widget from your website and all other systems, servers, environments or platforms where it may have been deployed or installed. After termination, your obligations and our proprietary rights, disclaimer of warranties, indemnities, limitations of liability and other miscellaneous provisions of this Agreement survive, but your right to use the Widget shall end immediately.
You also agree immediately to discontinue production, publication or distribution of any marketing or other promotional materials bearing any DAF Direct Marks promptly and at your sole expense by destroying any and all marketing or other promotional materials in your possession or control of that bear any DAF Direct Marks and certify in writing to DAF Direct that such destruction has been completed.7. Indemnification & Liability
THE WIDGET IS BEING PROVIDED BY US TO YOU ON AN “AS IS” BASIS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR SYSTEM INTEGRATION. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, WE DO NOT WARRANT THAT THE WIDGET WILL BE UNINTERRUPTED, ERROR FREE, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS OBTAINED FROM THE USE OF THE WIDGET.
You agree that neither we, nor any of the participating DAFs (including each of their affiliates, officers, trustees, directors, employees, agents, successors and permitted assignees) will be liable to you and/or any third party for any direct, indirect, consequential, exemplary, special, punitive, or incidental damages whatsoever that arise out of or are related to breach of this agreement, use of the DAF Direct Website, or the services provided by the DAF Direct (and your use of, or inability to use, the DAF Direct Website).
Your use of the Widget is entirely at your own risk. You will hold harmless and indemnify us from and against any third-party claim arising from or in any way related to your use of the services provided by DAF Direct, or the DAF Direct Website, including without limitation any liability or expense arising from any claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.
The provisions of this Section 7 shall survive the expiration or termination of this Agreement.8. Miscellaneous
Entire Agreement: This Agreement constitutes the only agreement between the parties regarding the Widget and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the Widget.
If any provision of this Agreement shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Agreement contained shall not affect the remaining portions of the Agreement, or any part thereof.
Except as otherwise expressly provided herein, nothing contained in this Agreement shall be deemed to make either party as the agent, employee or representative of the other party, or both parties as joint venturers or partners for any purpose. Neither party shall be responsible for the acts or omissions of the other party, and neither party will have, or represent that it has, any power or authority to speak for, represent, bind or assume any obligation on behalf of the other party in any way without the prior written consent of the other party.
The waiver by either party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any right, power or privilege by such party.
Rights & Obligations: You may not assign, sublicense or otherwise transfer any right or obligation set forth herein without the prior written consent of DAF Direct. Any purported assignment in violation of the preceding sentence is void and of no effect. These terms and conditions are binding upon the parties' respective successors and permitted assignees.
Modifications to Agreement: DAF Direct reserves the right to modify this Agreement with concurrent notice on the DAF Direct Website. You are responsible for regularly reviewing the most current version of this Agreement so that you will be apprised of any changes. Your continued use of the Widget following any changes to this Agreement is your agreement to the changes and you are bound by the then-current version of this Agreement.
You also agree not to challenge the validity of this Agreement or any of its terms.
Governing Law: This Agreement shall be governed and construed in accordance with the laws of The Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof, and both Parties herby irrevocably consent to the exclusive jurisdiction of the state and federal courts located therein and waive any objections as to venue or inconvenience of forum.9. Contact
For any questions regarding this Agreement, please contact us at: DAFDirect@fmr.com