Terms of Service
Last Updated: 04/28/2020
These Term of Use (the “Agreement”) are entered into and effective as
of the date of your account registration with Donorbox
(“Effective Date”). This Agreement governs the relationship between
Donorbox Corporation, a California Corporation, with offices located
at 5 3rd St, Suite 900, San Francisco, CA 94103, (“Donorbox,” the
“Company,” “we,” “our,” or “us”), and you the account holder, user,
or licensee (“You” or “User) (collectively, the “Parties”), whether
as an individual or as a representative of an entity. The Agreement
also covers your use of our website (“Website”) and our Software as
a Service products (“Software”), which are designed to enable
organizations to accept donations directly through their website,
or through our website.
Please read the Agreement carefully before you start to use
By using the Website, or by clicking to
made available to you, you accept and agree to be bound and
You also acknowledge and warrant, if applicable,
that you have the authority to enter into this
agreement on behalf of, and bind, the entity for which you will be using
the Software as a registered user.
This Website is offered and available to users who are 13 years of age
or older. By using this Website, you represent and warrant that you are
of legal age to form a binding contract with the Company and meet all of
the foregoing eligibility requirements. If you do not meet all of these
requirements, you must not access or use the Website.
Grant of Rights
Subject to the terms and conditions set forth herein, we hereby
grant you a limited, worldwide, non-exclusive, fee-based,
non-transferable (except as set forth under Section 11.6) right and
license, under our Intellectual Property Rights, to (i) use, in
the form in which such Software is delivered by the Donorbox only,
and (ii) utilize such Software only for the purpose of receiving
Limited Rights of Licensee.
Your obtainment and/or use of the Software does not grant you any
rights of ownership in the Software, as all rights granted are
merely those of a licensee under the terms of this Agreement,
with those rights granted only for such time as (i) you conform
to the terms and conditions of this Agreement, and (ii) until
the termination of this Agreement.
No Other Rights.
Except for the limited rights expressly granted under this
Agreement, neither this Agreement nor your exercise of rights
granted convey any other rights or license to the Software,
Confidential Information, Documentation, and Marks whether
by implication, estoppel or otherwise, under any of Donorbox’s
Intellectual Property Rights (as defined below). We retain all
rights, title and interest in and to the Software, Confidential
Information, Documentation and Marks (as defined below), including
without limitation, all worldwide right, title and interest in
and to (i) all patents and all filed, pending applications for
patents, including any reissue, reexamination, divisional,
continuation or continuation-in-part patent applications now or
hereafter filed (“Patent Rights”); (ii) all trade secrets, and
all trade secret rights and equivalent rights arising; (iii) all
works of authorship, including all registered and unregistered
copyrights; and (iv) all proprietary indicia, trademarks, trade
names, symbols, logos and/or brand names (“Marks”), in each case
of (i) through (iv) as the same may arise or exist under common law,
state law, federal law and laws of foreign countries (collectively
“Intellectual Property Rights”).
Customers pay a platform fee and optional add-on subscription
fees to use the Website. Fees are laid out on the
The fees charged do not include any foreign, federal, state or local
sales, use or other similar taxes, however designated, levied against
the sale, licensing, delivery or use of the Software. You agree to
pay, or reimburse, Donorbox for all such taxes imposed, provided,
however, that you shall not be liable for any taxes based on
Donorbox’s net income. When Donorbox has the legal obligation
to collect such taxes, the appropriate amount shall be paid by you
unless you provide Donorbox with a valid tax exemption certificate
authorized by the appropriate taxing authority. You agree to promptly
notify us of any amendment or revocation of such certificate, and
will hold Donorbox harmless from and against any taxes or other
monies resulting from the failure to hold a certificate recognized
as valid by the appropriate tax authority.
Your Additional Obligations
You shall not alter, re-label or change the Software as provided by
Donorbox, and as may be amended at any time at our sole discretion,
without our prior written consent.
Books and Records.
You agree to keep and maintain accurate books and records
as reasonably necessary for verification of transaction
payments pursuant to this Agreement.
Terms and Conditions of Card Processor (Stripe).
You agree at all times to conform to any and all terms and
conditions, duties, and obligations arising out of, or pertinent
to, your use of Stripe services through, or with respect to, our
Software, which terms and conditions may be amended from
time-to-time at the sole discretion of Stripe (for more information,
visit Stripe Services Agreement).
Terms and Conditions of Card Processor (PayPal).
You agree at all times to conform to any and all terms and
conditions, duties, and obligations arising out of, or
pertinent to, your use of PayPal services through, or with respect
to, our Software, which terms and conditions may be amended from
time-to-time at the sole discretion of PayPal (for more information,
User Agreement for PayPal Services).
Donorbox agrees to provide Software which operates for the purpose
of permitting you to accept donations through your website. Donorbox
shall have no obligation to provide warranty services if a defect is
caused by a malfunction of non-Donorbox hardware or software, or
the failure to install and use any mandatory bug fixes or other
software code provided free of charge by Donorbox, provided the
relevant defect is caused by or is not remedied by failure to
install the same, by modification of the Software not made by
Donorbox, or by operator error or by misuse of Software.
EXCEPT AS MAY BE AGREED TO IN A SEPARATE WRITING BETWEEN THE
PARTIES, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW,
THE LIMITED WARRANTY GRANTED ABOVE IS IN LIEU OF ALL OTHER
WARRANTIES WITH RESPECT TO THE SOFTWARE, WHETHER STATUTORY,
BY OPERATION OF LAW, OR OTHERWISE, AND WHETHER EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON- INFRINGEMENT, TITLE, ACCURACY AND ANY WARRANTIES ARISING OUT
OF USAGE OR TRADE. THIS WARRANTY IS APPLICABLE SOLELY TO YOU AND
NOT TO ANY DONOR OR ANY OTHER THIRD PARTY. NO WAIVER, ALTERATION
OR MODIFICATION OF THIS WARRANTY SHALL BE BINDING AGAINST Donorbox
UNLESS IN WRITING AS A SEPARATE AMENDMENT HERETO AND SIGNED BY AN
EXECUTIVE OFFICER OF Donorbox.
Licensee Warranty Limitations.
You agree to indemnify, defend and hold harmless Donorbox, its
officers, agents, employees, and affiliates from any claim or
liability arising out of or relating to any grant by you of any
representation or warranty.
Terms and Termination
This Agreement shall continue in force during your use of the Software
provided by Donorbox as defined in this agreement. Either party may
terminate this Agreement at any time. If you would like to terminate
this Agreement, you must send a request to Donorbox to close your
account. Donorbox may terminate this Agreement by closing your
account, which will prevent the processing of future donations.
Donorbox may, at their sole discretion, suspend and/or place an
account under review for possible violation of terms, related to
the list described in Section 5.1a.
Without limiting the foregoing, you agree to not use the
Services to establish or contribute to any Campaign with
the implicit or express purpose relating to any of the
Any activity that violates any law or governmental
Campaigns that are fraudulent, misleading, inaccurate,
dishonest, impossible or imitating any other person or
fundraising campaign without permission (whether on the
Platform or not);
Illegal drugs, narcotics, steroids, controlled substances
or other products that present a risk to consumer safety
or any related paraphernalia;
Ransom, human trafficking or exploitation;
Knives, explosives, ammunition, firearms,
or other weaponry or accessories;
Gambling, gaming and/or any other activity with an entry
fee and a prize, including, but not limited to casino games,
sports betting, fantasy sports, horse or greyhound racing,
lottery tickets, other ventures that facilitate gambling,
games of skill or chance (whether or not it is legally
defined as a lottery) or sweepstakes;
Offensive, graphic, perverse or sensitive content,
including pornography or other sexual content;
Annuities, investments, equity or lottery contracts,
lay-away systems, off-shore banking or similar transactions,
money service businesses (including currency exchanges,
check cashing or the like), debt collection
Offering monetary rewards, including gift cards, without
declaring fair market value (FMV) of goods exchanged;
Transactions for the sale of items before the seller
has control or possession of the item;
Collection of payments on behalf of merchants by payment
processors or otherwise;
Credit repair or debt settlement services;
Engaging in, encouraging, promoting, or celebrating unlawful
violence or physical harm to persons or property;
Engaging in, encouraging, promoting, or celebrating unlawful
violence toward any group based on race, religion,
disability, gender, sexual orientation, national origin,
or any other immutable characteristic.
Termination for Insolvency.
This Agreement shall terminate, without notice, (i) upon the
institution by or against either Party of bankruptcy proceedings,
which proceedings are not dismissed within ninety (90) days of
their commencement, or (ii) upon either Party’s making an
assignment for the benefit of creditors, or (iii) upon either
The provisions of Section 1.3, 3.1, 3.2, 4.2, 5.3, 5.4, 6.1, 6.2,
6.3, 8, 9, 10, 11, and all payment obligations incurred prior to
termination shall survive the termination of this Agreement for
No Liability for Termination.
In the event of termination of this Agreement by either Party in
accordance with any of the provisions of this Agreement, neither
Party shall be liable to the other, because of such termination,
for compensation, reimbursement or damages on account of the loss
of prospective profits or anticipated sales, or on account of
expenditures, inventory, investments, leases or commitments in
connection with the business or goodwill of either Party.
Termination shall not, however, relieve either Party of
obligations incurred prior to the termination.
Discretion for Termination.
We may, in our sole discretion, refuse to offer the Services to
any person or entity. We may, without notice and in our sole
discretion, terminate your right to use the Services, or any
portion thereof, and block or prevent your future access to and
use of the Services or any portion thereof. Nothing herein shall
be construed to create any duty to, or standard of care with
reference to, or any obligation or liability to any person not a
party to this Terms of Service. In particular, we disclaim any
third-party beneficiary rights and interests which may arise
out of, or pertain to, to our right reserved herein.
Intellectual Property Notices and Confidentiality
Intellectual Property Notices.
You agree not to remove and to retain all proprietary Marks,
legends and IP notices that appear on or display in connection with
the Software, documentation, and Confidential Information delivered
to you by Donorbox, and all whole or partial copies thereof.
For purposes of this Agreement, a Party’s Confidential
Information shall mean (i) all information considered by one
Party to be confidential and which is clearly marked as
“confidential” prior to disclosure to the other Party, or if
disclosed orally or visually disclosed, shall be identified
as the confidential information of the disclosing Party at
the time of disclosure and then summarized in writing and
provided to the recipient within thirty (30) days of such
oral or visual disclosure; (ii) all information concerning
or related to the Software, including but not limited to the
logic, designs, source code, product specifications, inventions,
research, improvement, manufacture and sale of the Software
(including sales, costs, profits, pricing methods,
organizations, business and product plans), and (iii) any other
information which a reasonable business person would consider
to be confidential information of the other Party. Confidential
Information shall not include information which: (i) is or
becomes public knowledge without any action by, or involvement
of, the receiving Party; (ii) is disclosed by one Party with
the prior written approval of the other Party, (iii) is
received by the receiving Party from a third party without
a confidentiality obligation or duty of nondisclosure; or (iv)
is disclosed pursuant to any judicial or governmental order,
provided that to the extent consistent with such order the
disclosing Party gives the other Party sufficient prior notice
to contest such order.
Non-Use and Non-Disclosure.
The Parties to this Agreement agree to observe complete
confidentiality with respect to the Confidential Information,
and to make all reasonable efforts not to disclose, or permit
any third party or entity access to, the Confidential
Information (or any portion thereof) without the prior written
permission of the other Party (except such disclosure or access
which is required to perform any obligations under this
Agreement and to ensure that any employees, or any third parties
who obtain access to the Confidential Information, are advised
of the confidential and proprietary nature thereof and are
prohibited from copying, utilizing or otherwise revealing
the Confidential Information. Without limiting the foregoing,
the Parties agree to employ, with regard to the Confidential
Information, procedures no less restrictive than the strictest
procedures used by it to protect its own confidential and
You agree not to attempt, directly or indirectly, to decompile,
disassemble, reverse engineer or use any other similar process
with respect to the code, logic or information embodied by the
Trademarks and Trade Names
During the Term, you shall have the right to use Donorbox’s Marks
to advertise and identify that your website donation program is
administered with the Software. You shall use such Marks in
accordance with Donorbox’s usage in the Software, and shall not
modify or delete such Marks as set forth in the Software or in
its user interface without the prior written consent of Donorbox,
in its sole discretion.
Except for the limited rights provided for in this Section 7,
nothing contained in this Agreement shall grant you any right,
title or interest in Donorbox’s Marks. At no time during the
Term shall you challenge or assist others in challenging Donorbox’s
rights in and to its Marks, or the registration thereof, or attempt
to register any trademarks, trade names or other proprietary
indicia confusingly similar to such Marks. All uses of Donorbox’s
Marks will inure solely to Donorbox, and you hereby irrevocably
assign to Donorbox all such right, title and interest, if any,
in any such Marks and agree to provide Donorbox reasonable
assistance in its registration of the Marks in those jurisdictions
in which your activities will be carried out.
Patents and Copyright Indemnity
Limitation of Liability.
DONORBOX SHALL HAVE NO LIABILITY FOR ANY CLAIM BASED UPON:
(I) THE COMBINATION, OPERATION OR USE OF THE SOFTWARE WITH
EQUIPMENT, DEVICES OR SOFTWARE NOT SUPPLIED, APPROVED, OR SPECIFIED
BY Donorbox, WHERE SUCH CLAIM ARISES SOLELY AS A RESULT OF SUCH
COMBINATION; (II) ANY ALTERATION OR MODIFICATION OF ANY PRODUCT
NOT PERFORMED BY DONORBOX, (III) THE FAILURE TO INSTALL MANDATORY
SOFTWARE UPDATES AND/OR FIXES OR OTHER SOFTWARE CODE PROVIDED FREE
OF CHARGE TO YOU AND/OR YOUR DONORS, PROVIDED SUCH CLAIM WOULD NOT
HAVE ARISEN BUT FOR SUCH FAILURE TO INSTALL THE SAME, (IV) MISUSE
OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, USE NOT IN ACCORDANCE
WITH THE INTENDED PURPOSE OF THE SOFTWARE.
THIS SECTION 8 STATES THE ENTIRE LIABILITY OF DONORBOX, AS WELL AS
YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO INFRINGEMENT OR
MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD
PARTY, AND DONORBOX SHALL HAVE NO ADDITIONAL LIABILITY WITH RESPECT
TO ANY ALLEGED OR PROVEN INFRINGEMENT OR MISAPPROPRIATION.
Notification of Unauthorized Use.
You agree to promptly notify Donorbox in writing upon your discovery
of any unauthorized use or infringement of the Software,
or Donorbox’s Intellectual Property Rights with respect thereto.
Donorbox shall have the sole and exclusive right to bring an
infringement action or proceeding against any infringing third
party, and, in the event that Donorbox brings such an action
or proceeding, you shall cooperate and provide full information
and assistance to Donorbox (at Donorbox’s expense) and its counsel
in connection with any such action or proceeding.
Indemnification by Licensee
Subject to Donorbox’s indemnification obligation pursuant
to Section 8, you shall defend, or at your sole option, settle,
at your sole expense, any demand, claim or action brought against
Donorbox to the extent that such demand, claim or action is based
on an allegation by a third party based on your actions or
omissions with respect to this Agreement or your use of the
Software, and you will indemnify Donorbox from any costs,
damages and fees (including attorney’s fees) incurred by,
settled for, or awarded against Donorbox from such claim.
You shall be relieved of the foregoing indemnification obligations
to the extent Donorbox fails to (i) notify you promptly in writing
of any Claim, (ii) permit you to defend against, compromise or
settle such Claim or (iii) provide all available information and
assistance (at your expense) reasonably necessary for you to defend
against, compromise, or settle such claim. You shall not be liable
for any costs, damages or fees incurred by Donorbox on such action
or claim unless you have authorized this in writing in advance.
You will not agree to a settlement that would adversely affect
Donorbox’s interests without Donorbox’s express written consent.
Limitation of Liability
No Consequential Damages.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO
CIRCUMSTANCES SHALL EITHER PARTY, ITS AFFILIATES, AGENTS,
REPRESENTATIVES, EMPLOYEES OR SUPPLIERS BE LIABLE TO THE OTHER
PARTY OR TO ANY THIRD PARTY (EXCEPT PURSUANT TO SECTIONS 8 AND 9)
UNDER ANY LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT,
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES
(INCLUDING ANY AMOUNTS FOR LOSS OF PROFITS, SUBSTITUTE GOODS, LOSS
OF DATA OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR TERMINATION HEREOF, EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY OR WARRANTY PROVIDED HEREUNDER.
THE FOREGOING LIMITATION SHALL NOT APPLY TO AMOUNTS FOR WHICH
EITHER PARTY IS LIABLE TO THE OTHER PARTY UNDER SECTION 4 SECTION 6,
SECTION 7, OR SECTIONS 8 OR 9 (INDEMNIFICATION), OR BASED ON YOU
EXCEEDING THE SCOPE OF THE LICENSES GRANTED HEREUNDER.
Cap on Monetary Liability.
EXCEPT AS OTHERWISE PROVIDED, IN NO EVENT WILL THE AGGREGATE
LIABILITY OF DONORBOX, ITS SERVICE PROVIDERS, AND SUPPLIERS UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY
LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE
TOTAL AMOUNT PAID BY YOU TO DONORBOX. THE FOREGOING LIMITATION APPLIES
NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF
ITS ESSENTIAL PURPOSE.
Compliance with Laws.
During the term of this Agreement, each Party shall comply
with all applicable laws, including but not limited to the Internal
Revenue Code and the California Corporations Code as shall from
time to time govern nonprofit organizations and the receipt of
donations to such organizations in California and the United
States of America.
Notwithstanding anything in this Agreement to the contrary, the laws
of the State of California shall govern the performance and
construction of this Agreement and the interpretation of the Parties’
rights and duties without reference to its conflict of laws principles.
Any controversy arising out of or related to this Agreement may be
submitted before any of the state or federal courts located in the
County of San Francisco, California, to whose personal jurisdiction
and venue each Party hereby irrevocably submits.
This Agreement sets forth the entire agreement and understanding
of the Parties relating to the subject matter herein and merges all
prior discussions between them. No modification of or amendment to
this Agreement, or any waiver of any rights under this Agreement,
shall be effective unless in writing signed by both Parties.
Any notice required or permitted to be given under this Agreement
shall be deemed given when delivered (i) by hand, (ii) by registered
or certified mail, postage prepaid, return receipt requested, the
address of the other Party first set forth above, or to such
other address as a Party may designate by written notice to the
other Party no less than thirty (30) days prior to change of such
address, (iii) by overnight courier, or (iv) by fax with confirming
letter mailed under the conditions described in (ii) above.
Except for the obligation to make payments, non performance of
either Party shall be excused to the extent the performance is
rendered impossible by strike, fire, flood, terrorism,
governmental acts or orders or restrictions, failure of suppliers
or any other reason where failure to perform is beyond the
reasonable control of, and is not caused by, the negligence
of the non-performing Party.
Non-assignability and Binding Effect.
You may not assign this Agreement to any third party
without the prior written consent of Donorbox, and any attempt
to do so in violation of the foregoing shall be deemed null,
void and of no effect; provided that you shall be free to assign
this Agreement in whole to any successor in interest to all or
substantially all the assets or business pertaining to the subject
matter hereof whether by merger, acquisition or consolidation or
otherwise. Subject to the foregoing, this Agreement shall be
binding upon and inure to the benefit of the Parties hereto and
their permitted successors and assigns.
The prevailing Party in any legal action brought by one Party
against the other and arising out of this Agreement shall be
entitled, in addition to any other rights and remedies it may
have, to reimbursement for its expenses, including court costs
and reasonable attorneys’ fees.
Specific Performance; Injunctive Relief.
Your breach of any obligation under Section6 of this Agreement
or regarding the use, duplication, modification, transfer or
confidentiality of any Confidential Information, documentation
or otherwise shall entitle Donorbox to injunctive, specific
performance or other equitable relief, all without need of bond
or undertaking of any nature, Licensee hereby specifically
acknowledges that Donorbox’s remedies at law under such
circumstances would be inadequate.
During the term of this Agreement, you shall, at your own expense,
make, obtain, and maintain in force at all times during the Term
of this Agreement, all filings, registrations, reports, licenses,
permits and authorization from any private or governmental agency
which are necessary for you to exercise your rights and perform
your obligations hereunder (“Authorizations”). Donorbox shall
provide you, at your expense, with such assistance as you may
reasonably request in making or obtaining any such Authorizations.
In the event that the issuance of any Authorization is conditioned
upon an amendment or modification to this Agreement which is
unacceptable to Donorbox, Donorbox shall have the right to
terminate this Agreement immediately effective without notice
and without liability or further obligation whatsoever to you.
The relationship between the Parties, established by this Agreement,
is that of independent contractors, and nothing contained in this
Agreement shall be construed to (i) give either Party the power to
direct and control the day-to-day activities of the other, (ii)
constitute the Parties as partners, joint-venturers, co-owners or
otherwise as participants in a joint or common undertaking, or (iii)
allow you to create or assume any obligation on behalf of Donorbox
for any purpose whatsoever.
Approvals and Enforceability.
You hereby represent and warrant that no Authorization or other
consent, approval or authorization of or designation, declaration
or filing with any governmental authority is required in
connection with the valid execution, delivery and performance of
this Agreement. Additionally, you further represent that you have
the legal authority to bind the corporation or entity on whose
behalf you are obtaining the Software.
If any term, condition, or provision in this Agreement is found
to be invalid, unlawful or unenforceable to any extent, the
Parties shall endeavor in good faith to agree to such amendments
that will preserve, as far as possible, the intentions expressed
in this Agreement. If the parties fail to agree on such an
amendment, such invalid term, condition or provision
(or portion thereof) will be severed from the remaining terms,
conditions and provisions, which will continue to be valid and
enforceable to the fullest extent permitted by law.
Changes to These Terms.
in our sole discretion. All changes are effective immediately when
we post them, and apply to all access to and use of the Website
thereafter. Should you not agree to the changes, your sole recourse
is to immediately discontinue the use of the Website and