This Chariot Digital Mailbox Addendum ("Addendum") forms a contract between Chariot (referred to as “Chariot”, “we”, “us”, or “our”) and individuals and the nonprofit organizations they represent, as well as visitors to our Platform (referred to as “Client”, “you” or “your”) and is to be incorporated into and considered to be a part of the Nonprofit Terms of Service as it relates to your use of Chariot Digital Mailbox. 

 

Definitions for any capitalized terms in this Addendum not included herein can be found in the Nonprofit Terms of Service.

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1. About Chariot Digital Mailbox​​​

 

1.1 ​Chariot Digital Mailbox Services: If enabled for your Chariot Account, you hereby authorize Chariot and the Mail Processor, if any, to perform the Chariot Digital Mailbox Service, including:

 

1.1.1 Establishing a PO Box in your name;

1.1.2 Receiving and opening all Mail received to such PO Box;

1.1.3 Scanning the contents of all Mail;

1.1.4 Extracting and uploading data from and images of the scanned Mail to your Mailroom;

1.1.5 Endorsing checks received in Mail on your behalf and submitting them for deposit to your Chariot Deposit Account; and

1.1.6 Identify Non-Standard Mail items to open, image and process in accordance with your written instructions pursuant to Section 1.7.​

 

​1.2 Check Processing Authorization: You hereby grant Chariot a limited power of attorney, solely for the purpose of endorsing checks received via the Chariot Digital Mailbox Service and submitting them for deposit into your Chariot Deposit Account. This authorization is a standing authorization for all checks received as part of the Chariot Digital Mailbox Service. You acknowledge and agree that Chariot is not responsible for the validity, collectability, or authenticity of any checks received. You shall bear all risk of loss, and shall be solely liable for any losses, damages, or claims arising from or related to the rejection, return, or non-payment of any check by the issuing bank, including but not limited to insufficient funds, stop payment orders, forgery, or fraud, unless such rejection, return, or non-payment is directly caused by Chariot’s gross negligence or willful misconduct in handling the check after receipt.

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1.3 Cash: You acknowledge and agree that the Chariot Digital Mailbox Service does not include cash of any currency sent by Mail. If cash is received by Mail it will be forwarded to your primary office address at your expense. Notwithstanding anything to the contrary herein, Chariot shall not be liable for any losses relating to cash received by Mail.

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1.4 Data: Data shall be refreshed in your Mailroom once per Business Day. 

 

1.5 Use of Mail Processor: We shall ensure that the Mail Processor, if any, is subject to written contractual obligations to protect your confidential information. We shall remain fully responsible for the performance of any Mail Processor and any acts or omissions thereof. You acknowledge that the Mail Processor is acting as a subcontractor to us, and not as an agent or representative of you.

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1.6 Performance Standards: We agree to process Mail items (other than Non-Standard Mail) as measured over a calendar month, as follows: open and scan 95% of Mail items that are received by the Mail Processor by 7:00 am local time within three Business Days and open and scan 99% of Mail items that are not received by the Mail Processor by 7:00 am local time within four Business Days of receipt (the “Performance Standards”). 

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1.7 Non-Standard Mail: In the event that we or the Mail Processor receive a non-standard mail item that does not have an existing process established regarding imaging or data capture (“Non-Standard Mail”), we will notify you of such Non-Standard Mail item and request additional instructions on how to process the Non-Standard Mail. Effective three Business Days following your initial instruction on how to process the Non-Standard Mail and the Mail Processor’s agreement to such instructions, all future Mail items subject to those instructions shall be subject to the Performance Standards.

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1.8 Failure to Meet Performance Standards:

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1.8.1 In the event that we do not open and scan Mail items (other than Non-Standard Mail) in accordance with the Performance Standards, we shall open and scan but not invoice you for any Mail items within the 99% where the Performance Standard was not met, up to an aggregate value of $5,000 per month. The imaging of Mail items at no charge due to our failure to meet the performance standards shall constitute your sole and exclusive remedy for our non-compliance with the Performance Standards for that month.

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1.8.2 In measuring performance, we will exclude delays resulting from (i) late or incorrect Client instructions and (ii) the delay or interruption of its performance of obligations under this Addendum (except for any payment obligations hereunder) due to any act of God, pandemic, communicable disease outbreak, act of governmental authority, act of terrorism, war (whether or not declared), machinery breakdown despite ordinary maintenance, delays of carriers or suppliers, riot, flood, fires, civil commotion, insurrection, strikes, lockouts, embargoes, severe weather conditions, failures of public utilities or the Internet, software viruses or any other cause beyond the reasonable control of the party delayed (“Event of Force Majeure”); provided that we shall use commercially reasonable efforts to resume performance of the affected Services as soon as possible following an Event of Force Majeure. 

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1.9 Document Retention: We will retain original copies of all Mail for thirty days following receipt. You agree that following this retention period, we will dispose of the documents in a secure manner. Scanned images of such documents shall remain available in your Chariot dashboard until this Addendum is terminated or expires.   

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1.10 Representations and Warranties: We represent and warrant that we will perform the Chariot Digital Mailbox Services in a professional and workmanlike manner, consistent with industry standards. We also represent that we have implemented and will maintain reasonable administrative, physical and technical safeguards to protect Client’s confidential information. With respect to each party’s performance under this Addendum, each party represents and warrants to the other that it will comply with all applicable laws, rules and regulations in all material respects relating to the operation of their respective businesses. 

 

2 Client Obligations

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2.1 Monthly Volume Forecasts: Upon request by Chariot, but in no event more than monthly, you shall provide to us a rolling three month good faith volume estimate for the number of Mail items to be processed through Chariot Digital Mailbox (a “Volume Forecast”). You acknowledge and agree that if your actual monthly volume materially exceeds your Volume Forecast (15% variance or more for a given month), we shall make commercially reasonable efforts to timely process all Mail, but the Performance Standards shall not apply for that month. 

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2.2 Fees: In addition to the fees set forth in the Chariot Subscription Order Form, you agree to pay costs incurred by Chariot in connection with providing you the Chariot Digital Mailbox, including costs of shipping and handling, taxes (other than taxes on the income or property of Chariot) and courier charges, to Chariot within 15 days of receipt of invoice setting forth such costs in reasonable detail.

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3. No Guarantee of Data Accuracy; Limitation of Liability; and Indemnity​

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3.1 No Guarantee of Data Accuracy: We do not represent or warrant that any scanned images, extracted data, or processed information resulting from the Chariot Digital Mailbox Service will be complete, accurate, error-free, or suitable for any particular purpose. All data and content are provided “as is” and “as available.” You acknowledge that errors, omissions, or distortions may occur in the handling, scanning, digitizing, or data entry processes. Chariot does not verify the authenticity, negotiability, or validity of any check received, scanned, or deposited as part of the Chariot Digital Mailbox Services. To the fullest extent permitted by law, we shall have no liability for any loss, damage, or claims arising from or related to errors, inaccuracies, or omissions in any data processed or uploaded as part of the Chariot Digital Mailbox Services, whether caused by human error, technical malfunction, third-party vendor performance, or otherwise. You shall also be responsible for regularly reviewing the uploaded data and check deposits for accuracy and completeness. You shall promptly notify us of any discrepancies or issues.

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3.2 Limitation of Liability: TO THE EXTENT PERMITTED BY LAW AND SOLELY AS IT RELATES TO THE CHECK PROCESSING SERVICES, CHARIOT, ITS AFFILIATES AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, INDEPENDENT CONTRACTORS, AND/OR AGENTS AND THEIR RESPECTIVE SUPPLIERS WILL NOT BE RESPONSIBLE FOR ANY LOST PROFITS, LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, FINANCIAL LOSSES, INCLUDING AS A RESULT OF CHECK FRAUD, LOST, STOLEN OR MISHANDLED MAIL OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND. CHARIOT’S LIABILITY FOR ANY BREACH UNDER THIS AGREEMENT SHALL BE EITHER, AT CLIENT’S OPTION, (i) A RE-PERFORMANCE OF THE CHECK PROCESSING SERVICES IN QUESTION WITHOUT CHARGE OR (ii) LIMITED TO THE ACTUAL AND PROVEN DIRECT DAMAGES OF CLIENT RESULTING FROM THE BREACH, NOT TO EXCEED, IN THE AGGREGATE, THE AMOUNT YOU PAID US TO USE THE PLATFORM, EXCEPT TO THE EXTENT ARISING OUT OF CHARIOT’S OWN GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY. 

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​3.3 Indemnity: To the fullest extent permitted by law, each party agrees to indemnify, defend, and hold harmless the other party, its affiliates, and their respective officers, directors, employees, and agents from and against any third party claims, actions, and demands, and the associated liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of, resulting from, or in any way connected with or related to (1) the other party’s material breach of this Addendum, (2) the other party’s breach of any representations or warranties in this Addendum, or (3) the other party’s violation of any law or the rights of a third-party in connection with your use of the Chariot Digital Mailbox Services; provided, however, that neither party shall have the obligation to indemnify the other party to the extent any claim arises from such party’s gross negligence, willful misconduct, or breach of this Addendum. 

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4. General Provisions

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4.1 Term and Termination:

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4.1.1 Duration: This Addendum remains in effect through the defined Service Term, if applicable, or until terminated. Consistent with our rights under the Nonprofit Terms of Service, at any time in our sole discretion, Chariot may terminate or suspend this Addendum (or your use of the Platform) with or without notice and for any or no reason, including if Chariot suspects that you have violated this Addendum and/or any applicable law. Chariot will have no liability to you for any termination or suspension, nor will such action limit any other rights or remedies Chariot may have. 

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4.1.2 Post-termination Assistance: Notwithstanding the foregoing, Chariot acknowledges that designating a new Nonprofit Address and authorizing change-of-address actions may take time. So long as it is not prohibited by applicable law, in the event of the termination or expiration of this Addendum, the parties agree to cooperate in good faith to transition any affected Services in a commercially reasonable manner.  Chariot will have no obligation to take any action in relation to any Mail that continues to be delivered to Chariot after the termination or expiration of this Addendum and associated post-termination transition assistance.

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4.1.3 Termination: Terminating this Addendum does not automatically terminate the Nonprofit Terms of Service. The Nonprofit Terms of Service must be separately terminated following their specific termination procedures. 

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4.2 Conflict Resolution: The terms and conditions of this Addendum are supplemental to, and not in lieu of, the Nonprofit Terms of Service. In case of conflict, this Addendum prevails over the Nonprofit Terms of Service for matters related to Chariot Digital Mailbox.

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​4.2 Severability: Whenever possible, each provision of the Addendum shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Addendum is held invalid or unenforceable, the remainder of the Addendum shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.