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Platform Product Attachment

Last Updated: 4/4/2023

This document is a “Product Attachment” as defined in the General Terms entered into by Client and OneGift and is subject to and incorporates by reference the provisions of the General Terms. This Product Attachment is effective as of the date it is “accepted” (in accordance with the Preamble to the General Terms). Any capitalized terms not defined herein have the meaning ascribed to them in the General Terms.

1. Services

OneGift (The OneGift Foundation, Inc.) will provide Services related to online fundraising, donations, events, classes, tickets, transactions, auctions, sales, reservations, and/or activities (together, “Campaigns”), including without limitation access to its Platform. Client agrees to cooperate with OneGift and to provide OneGift with certain information relating to Client’s organization as necessary for OneGift to provide the Services and the Platform. The Platform provided hereunder is deemed delivered when access is made available to Client as indicated by the “Start Date” set forth on the applicable Schedule.

2. Platform Responsibilities

2.1 OneGift hereby grants to Client a limited, non-exclusive, non-transferable, non-sublicensable license during the term of this Product Attachment (a) to use the Platform for the purposes of offering, promoting, managing, tracking, and collecting fees in connection with Client’s Campaign(s) solely in accordance with the Schedule and the Agreement, and (b) to display, reproduce, distribute, and transmit in digital form OneGift’s name and logo solely for the purposes set forth in this Section 2. Client hereby grants to OneGift a license to use information provided by Client relating to Client’s organization and Campaigns, which may include content regarding the Campaigns, Client’s organization’s name, trademarks, service marks, and logo, in connection with the promotion of Client’s organization or Campaigns and the Services that OneGift provides.

2.2 To the extent that Client uses the Platform for a specific Campaign, Client will not use another provider to provide the same services as those being provided by OneGift for such Campaign.

2.3 OneGift may present separate, ancillary products or services directly to users who register for, sign up, or otherwise use the Platform in connection with the Campaigns (“End Users”), in which case, OneGift or a third party provider will be responsible for fulfillment and providing customer service for any such offers. Client may opt out of the presentation of any such offers to End Users at any time by providing OneGift with written notice of its desire to opt out.

2.4 Client will: (a) not use the Platform to transmit, publish, or distribute any material, products, services, or information (“Client Content”): (i) for which Client does not have all necessary rights and licenses, including any material or information that infringes, violates, or misappropriates the intellectual property rights of any third party; (ii) that contains a computer virus or other code, files, or programs designed to disrupt or interfere with the functioning of the Platform; (iii) that is inaccurate or misleading; (iv) that is or that may reasonably be perceived as being harmful, threatening, discriminatory, offensive, obscene, or otherwise objectionable; or (v) that includes the private information of another without express permission, including but not limited to contact information, social security numbers, credit card numbers or other information which a reasonable person would consider private in nature; (b) not attempt to gain access to any systems or networks that connect to the Services and Platform except for the express purpose of using the Platform in accordance with the Agreement; (c) not interfere with or disrupt the integrity, security or performance of the Platform (e.g., by bypassing security measures or unreasonably overloading the Platform’s servers); (d) not use the Platform in violation of the CAN-SPAM Act, the California Consumer Protection Act, Canadian Anti-Spam Legislation, or any other applicable laws pertaining to online tracking (e.g., via cookies), unsolicited email, SMS, text messaging or other electronic communications; (e) not use bots, software or any other automated process to track, monitor, or gather information on, any party visiting or using the Platform, unless otherwise agreed in writing by OneGift, via a OneGift-supported Integration, or implemented by OneGift on behalf of Client; (f) not target or knowingly collect information from children under the age of 13; (g) not upload email lists or contacts to the Platform that have been scraped from the Internet or purchased or rented from a third party nor contact individuals whose information has been collected in such manners through the Platform; or (h) not share information about Client’s use of the Services or Platform with persons or entities that may operate or be affiliated with businesses that compete with OneGift or grant access to Client’s account to such competitors.

2.5 To the extent Client is licensing fundraising Services (including use of the Platform for fundraising purposes), Client represents and warrants that it is either (a) a bona fide nonprofit organization properly organized under the laws of the appropriate jurisdiction and in good standing in the applicable jurisdiction(s), or (b) contracted with a bona fide 501(c)3 fiscal sponsor in good standing in the applicable jurisdiction(s) (this may be in the form of selecting a OneGift provided charitable organization) to cause that End User contributions to a Campaign are eligible for tax deductibility. OneGift may immediately suspend its performance hereunder or terminate the Agreement or this Product Attachment in the event Client or its fiscal sponsor, as applicable, loses its good standing in the applicable jurisdiction(s).

2.6 If Client is entering into this Product Attachment and using the Products on behalf of or for the benefit of a third party (e.g., a third party that will receive funds generated through a Campaign such as if Client is a fiscal sponsor, an agent for a third party, or using the Products on behalf of an Affiliate) (such third party, the “Third Party Recipient”), then Client represents and warrants that it has all sufficient and necessary rights and permissions to do so. If the identity of the Third Party Recipient is set forth on a Schedule (which may be identified as a “Connected Account” on a Schedule), Client will only use the Products on behalf of or for the benefit of the identified Third Party Recipient and not for any other entity or individual. If the identity of the Third Party Recipient is not set forth on a Schedule, Client will notify OneGift in writing of the identity of the Third Party Recipient and will provide OneGift with any information with respect thereto that OneGift reasonably requests. Client agrees to cause each Third Party Recipient to agree to and comply with provisions that provide OneGift with the same rights and that are at least as protective of OneGift as those set forth in this Agreement, including, without limitation, Section 4 of the General Terms and Section 5.2 of this Product Attachment. Client agrees that OneGift can remit amounts directly to the Third Party Recipient identified by Client. Client further agrees to be responsible and liable for (a) all payment obligations hereunder, and (b) any such Third Party Recipient’s compliance with the terms and conditions of this Agreement.

2.7 As between Client and OneGift, Client is solely responsible for all Client Content. Any terms between Client and End Users relating to Client Content that may be required by Client (e.g., terms and conditions relating to attendance or participation in a Client Campaign) will be the sole responsibility of Client, including their display and distribution to End Users. To the extent Client Content includes items to be auctioned as a part of a Client Campaign ("Auction Items"), Client represents and warrants that (a) it has all necessary rights to make the Auction Items available as part of the applicable Campaign; (b) the Auction Items are accurately described; (c) it will distribute or make available such Auction Items in compliance with the terms and conditions that it presents to End Users; and (d) as between OneGift and Client, Client accepts all responsibility and liability with respect to such Auction Items, and OneGift will bear no responsibility or liability with respect thereto.

2.8 The Platform’s functionality is subject to changes from time to time at OneGift’s sole discretion; provided that OneGift will not materially diminish the performance of the Platform during the term of this Product Attachment.

3. Information Collection

3.1 OneGift collects certain information from End Users and individuals as part Client’s use of the Platform (collectively, “Participant Information”). OneGift will maintain administrative, physical and technical safeguards for the protection of Participant Information. Client may login to the Platform to access the Participant Information at all times during the term of the Agreement, provided that Client is current with its obligations hereunder.

3.2 Client is solely responsible for the security of its login information and the use or misuse of such information, and for all activities that occur under its Platform account. Client will immediately disable a user’s access who is using the Platform on its behalf or notify OneGift in writing if any such user is no longer authorized or is using such information without Client’s consent. OneGift may rely, without independent verification, on such notice, and Client, inclusive of its Affiliates and fiscal agent/sponsor (if applicable), and if Client itself is a fiscal sponsor or agent, the ultimate intended beneficiary of the Campaign(s) and each of their respective officers, directors, managers, shareholders, owners, agents, employees, contractors, and representatives (together, “Related Entities”), covenant not to sue OneGift for any claims arising from OneGift providing, denying, suspending, or modifying access to or use of the Platform and Services of any individual as directed by Client or by someone who OneGift reasonably, under the circumstances, believes is authorized to act on behalf of Client. Related Entities may include “Connected Accounts” as identified on an applicable Schedule.

3.3 In the event of any dispute between two or more parties as to account ownership, Client agrees that OneGift will be the sole arbiter of such dispute in its sole discretion and that OneGift’s decision (which may include termination or suspension of any account subject to dispute) will be final and binding on all parties; provided, however, that in its decision, OneGift agrees to rely on communications from Client's general counsel or other similar officer specifying ownership. 

3.4 Client agrees not to use the Platform or Services to collect or elicit (a) any special categories of data (as defined in the European Union Data Protection Directive, as may be amended from time to time), including, but not limited to, data revealing racial or ethnic origin, political opinions, religious or other beliefs, trade-union membership, as well as personal data concerning health or sexual life or criminal convictions other than as expressly directed by OneGift, and in such event, only in pre-defined fields within the Platform that are intended for that purpose; or (b) credit card information other than in pre-defined fields within the Platform that are intended for that purpose.

3.5 Both parties agree to use the collected information in compliance with, and Client shall cause the Related Entities to comply with and will be responsible and liable for such parties’ compliance with, (a) all applicable laws, rules and regulations, including, without limitation, those governing privacy and personal information (e.g., by including an appropriate CAN-SPAM Act and Canadian Anti-Spam Legislation opt out mechanism in email communications) and the use of credit card data (e.g., using credit card information only for purposes authorized by the cardholder); (b) applicable credit card network rules and Payment Card Industry Data Security Standards; and (c) OneGift’s privacy policy, as published on its website or otherwise provided by OneGift from time to time, because it is OneGift’s privacy policy that is presented to End Users as part of a transaction.

3.6 To the extent that Client requests that OneGift provide or via the Platform, Client provisions (a) itself with access to Participant Information relating to End Users, individuals, members or participants associated with Client’s Related Entities and/or administrative access to a Related Entity’s account (e.g., via OneGift’s “Connected Account” functionality), or (b) another third party, such as an event timer, email marketer, licensee, etc. with access to Participant Information and/or administrative access to Client’s account, Client represents and warrants that (i) it has and will continue to hold all necessary licenses, permits, consents, permissions, and agreements necessary for OneGift to provide such access; (ii) OneGift’s provision of such access under this Product Attachment does not and will not violate any applicable laws, rules, or regulations; (iii) it will get affirmative written consent from each such Related Entity and/or End User (as applicable) to provide OneGift with the rights to provide such access; (iv) it will use the Participant Information in compliance with this Section 3 as if the Participant Information was provided by the applicable End User or individual directly to Client; (v) it will contractually require any such third party to comply with terms no less strict than those set forth in this Section 3; and (vi) it will be responsible and liable for the compliance of such third party with the terms and conditions of the Agreement.

3.7 Integrations. Client may elect to integrate the Platform with Third Party Products. If Client elects an Integration, Client hereby consents to OneGift enabling the transmission of Client’s information with such Third Party Product for the purposes of the Integration. Client expressly agrees that OneGift reserves the right to disable any Integration for any reasonable purpose (as determined by OneGift, in its discretion), and Client’s payment of fees for the Platform is not dependent on OneGift providing any Integration, except to the extent such fees are specifically related to such Integration, as set forth on an applicable Schedule. Use of Integrations are at Client's option and are not required for Client's use of the Platform. Therefore, OneGift will bear no liability for any harm caused to Client by the use of Integrations, except to the extent any such harm results directly from OneGift's negligence. 

4. Fees

4.1 Client will pay the fees as more fully described in the applicable Schedule. The applicable currency will be set forth on the Schedule, and if no currency is listed, the fees are in USD. If the Schedule indicates that Client is paying on a subscription basis and unless stated otherwise thereon, the first payment of subscription fees will be payable upon the Start Date, with subsequent annual subscription fees being payable upon each anniversary of the Start Date. If no fee is specifically stated, Client will pay a fee of 5% of donations generated via the Platform or associated OneGift services.

4.2 Client must connect provide payout information to OneGift, in order to receive payments facilitated by the Platform. All funds collected through the Platform will flow to Client’s provided bank account. Client is responsible for the credit card and ACH processing fees associated with processing transactions to Client’s merchant account, as well as any other fees which Client may incur as a result of opening, operating, maintaining, or closing its merchant account. Payment processing fees are in addition to fees to use the Platform. For example, if Client elects OneGift Pay or other payment processing Integration, fees associated with that Integration are in addition to fees to use the Platform.

4.3 If the Client’s Supported Payments Partner makes such functionality available to OneGift, (a) OneGift’s transaction fees may be automatically deducted from Client’s account and remitted directly to OneGift, and to the extent necessary, Client will grant permission to the applicable Supported Payments Partner to deduct such fees; and (b) to the extent set forth on the applicable Schedule and to the extent the funds are available, where Client is on a subscription plan, either (i) Client’s payment of subscription fees will be automatically deducted from Client’s account and remitted directly to OneGift, or (ii) a percentage of the subscription fee determined by Client’s billing cycle (e.g., if billed yearly, the percentage is 100%) will be automatically deducted from Client’s account and remitted directly to OneGift prior to the next billing cycle as a prepayment, and no subscription fee will be due for the next billing cycle. Otherwise, the applicable fees will be invoiced to Client. All automatic deductions will be displayed in OneGift’s reporting tool via the Platform.

4.4 OneGift may suspend its performance hereunder, including processing transactions and displaying Client Content, or terminate the Agreement or this Product Attachment in the event (a) it reasonably believes that Client’s use of the Services or Platform is not in compliance with applicable law or the Agreement, is fraudulent, has the potential to harm a third party, is or could be disruptive to OneGift’s business or violates its policies (including the Community Guidelines), or is otherwise suspect; (b) if there is a dispute as to the legal authority of a Client-associated party to perform hereunder; or (c) if Client’s agreement with its applicable Supported Payment Partner is terminated by the applicable Supported Payment Partner. If OneGift reasonably believes that a transaction may be fraudulent or otherwise contrary to law, OneGift may issue an invoice or offset an equivalent amount from Client’s account or any payment OneGift owes to Client and return the value to the End User and if sufficient funds are not available, Client must reimburse OneGift on demand. OneGift will notify Client of the reason for such offset provided that it is lawful to do so.

4.5 All fees described in the applicable Schedule are in consideration of the Platform and Services that OneGift provides. OneGift and Client acknowledge that certain credit card network rules and laws prohibit imposing a surcharge that is based on the type of payment method used (e.g., having a different fee for the use of a credit card vs. debit card), and therefore, each agrees not to impose such a surcharge on any End User.

4.6 It is Client’s responsibility to notify End Users of Client’s refund policy. Client must ensure that Client’s refund policies are consistent with the Agreement. If a Campaign is an event or Auction, Client agrees that all fees for such Campaign are earned by Client only following either the conclusion or delivery of the applicable event or Auction Items (as applicable). If payments have already been made by OneGift to Client for a cancelled event or an Auction Item that has not been properly delivered or made available, or if OneGift reasonably determines that it is prudent or otherwise necessary to pay a refund to or honor a chargeback request from an End User, OneGift may issue an invoice or offset an equivalent amount from Client’s account or payment owed by OneGift to Client and return the value to the End User, and if sufficient funds are not available, Client must reimburse OneGift on demand. OneGift will notify Client of the reason for such offset provided that it is lawful to do so.

4.7 In the event that no payment transaction by an End User has occurred in connection with a specific Campaign during any consecutive 18-month period (as determined by OneGift in its sole reasonable discretion), OneGift reserves the right to immediately disable such Campaign and related content on the Platform, and OneGift will have no liability arising out of or from such disablement. Client may republish any such Campaign at any time.

4.8 Upon the termination of this Agreement for any reason, there may be fees associated with the migration of Client’s data, including any tokenized data, outside of OneGift’s systems.

5. Indemnification

5.1 OneGift will defend, indemnify, and hold Client harmless from and against any third party claims, demands, causes of action, or proceedings (whether threatened, asserted, or filed) (“Claims”) against Client to the extent that such Claim is based upon the Platform directly infringing a U.S. patent, registered U.S. copyright, or registered U.S. trademark, provided that the Platform is used in compliance with this Agreement.

5.2 Client will defend, indemnify, and hold OneGift harmless from and against any third party Claims against OneGift to the extent that such Claim is based upon (i) injury or death to a person or damage to property resulting from the participation in an event operated by Client in connection with a Campaign; (ii) Client’s provision to OneGift or display of materials, products, or services on the Platform that infringe the intellectual property rights of any third party provided that such materials, products, or services are used and displayed by OneGift in accordance with the Agreement; (iii) use or unauthorized disclosure of Participant Information by Client and Related Entities, or other third parties to whom access is given to Participant Information as provided hereunder; (iv) Client’s breach of its obligations under Sections 2.4, 2.6, 2.7 and 3 of this Product Attachment; (v) Auction Items; (vi) Client’s use of the Third Party Products; and/or (vii) any claims for refunds or chargeback requests from End Users participating in Client’s Campaigns.

6. Term and Termination

The initial term of this Product Attachment will be as set forth in the applicable Schedule. Upon the expiration of the initial term and any renewal, the Schedule will automatically renew for (i) periods equal to the then-current term; (ii) if the initial term is for 1 year or less, for periods of 1 year; or (iii) another renewal term length only if specified in the applicable Product description or on the applicable Schedule (each, a “Renewal Term”), unless either party gives written notice to the other party to not renew the applicable Schedule no less than 30 days prior to the expiration of the then-current term. Unless otherwise set forth in the applicable Schedule, to the extent that Client enters into a Schedule for additional Services and/or Platform use that is related to or interoperable with Services or Platform use set forth in a previously entered into Schedule, the term of such subsequent Schedule will be concurrent and coterminous with the term of the previously entered into Schedule.

7. Beta Products

From time to time, OneGift may make available, to some or all of its customers, new or modified Products, or features or functionalities of existing Products, which are designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a similar description (“Beta Products”), prior to their general release. Beta Products are intended for evaluation purposes only and not for production use (unless otherwise stated expressly by OneGift, in writing), are not supported by OneGift, and may be subject to additional terms. Beta Products are not considered “Products” under the Agreement for purposes of any representations, warranties, commitments, or agreements of OneGift; however, all restrictions and limitations applicable to Client’s use of Products shall apply to Beta Products. OneGift may discontinue Beta Products at any time in its sole discretion and may never make them generally available. OneGift’s provision of Beta Products is on an as is and as available basis without any warranties of any kind, express or implied. Client expressly agrees that Client will have no liability for any harm or damage arising out Client’s use of a Beta Product.

8. Survival

Sections 5 and 8 of this Product Attachment and any fees owed by Client will survive any termination or expiration of this Product Attachment.