Effective Date: July 18, 2022
Welcome to Chariot! Chariot Giving Inc. (dba “Chariot” and “we” or “us” “our” or Chariot” as used in these Terms of Service) operates a platform of web properties and services (collectively “Platform”) to make it easy for owners and operators of Donor Advised Funds (“DAFs”) to make online donations through nonprofit websites. These Terms of Service (“Terms”) form a contract between end users (both individuals and nonprofit organizations they represent, as well as visitors to our Website, each “you” or “your” as used in these Terms, and as further defined below) and Chariot, and govern your use of our Platform and the associated Services.
By accessing our Website, creating an Account, and/or using our Platform, you agree:
That you are 18 years of age or older
To be bound by these Terms both as an individual and as an entity which you represent in connection with the Platform
If you are accepting on behalf of your employer or another entity (which may be a corporation, not-for-profit corporation, trust, or any other type of organization which is associated with an account), you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to this Terms; (ii) you have read and understand these Terms; and (iii) you agree to this Terms on behalf of the party that you represent. If you do not have the legal authority to bind your employer or the applicable entity, you are not permitted to use the Platform on behalf of that entity.
THE DISPUTE RESOLUTION SECTION OF THESE TERMS CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THESE TERMS. IN PARTICULAR, THIS SETS FORTH OUR ARBITRATION TERMS WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION TERMS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, EXCEPT AS SET FORTH IN THE DISPUTE RESOLUTION SECTION; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. THE ARBITRATION TERMS COULD AFFECT YOUR RIGHT TO PARTICIPATE IN PENDING PROPOSED CLASS ACTION LITIGATION. PLEASE SEE THE DISPUTE RESOLUTION SECTION FOR MORE INFORMATION REGARDING THESE ARBITRATION TERMS, THE POSSIBLE EFFECTS OF THESE ARBITRATION TERMS, AND HOW TO OPT OUT OF THE ARBITRATION TERMS.
“Account” means a Platform Account owned by a nonprofit organization and accessed by the authorized representatives of such organization, and includes, at a minimum, access to certain Chariot proprietary code intended to be installed on a nonprofit website and a nonprofit dashboard operated by Chariot.
“nonprofit User” means any individual user who accesses or uses our Platform and Services on behalf of a nonprofit organization.
“DAF” means a Donor Advised Fund.
“DAF Provider” means a third party web-based platform providing DAF administration services.
“Services” means (i) the Chariot Platform, (ii) the dashboard provided to nonprofit Users for donation tracking and monitoring, (iii) connections to and integrations with third party services related to the Platform, including DAF Provider Integrations and pass-through account verification mechanisms, (iv) activities underlying the operation of that Platform, including Chariots Customer Relationship Management infrastructure, and (v) the related operations of Chariot to deliver, update, evolve, and maintain the Platform, including without limitation to effect donations from DAFs to nonprofit Users.
Chariot’s Platform includes:
The website available at www.givechariot.com and all content thereon
The Chariot Connect widget installed on a nonprofit website via (i) an API key through a donation collection and management platform or (ii) through an HTML code snippet
A donation by DAF button and related functionality to allow DAF owners to make easy donations through nonprofit websites as a part of Chariot Connect
Functions used in the course of effecting donations that also track and verify those donations and collect background information about them
An Account dashboard showing donation history
Certain payment processing functions to effect donations
Interactions with a nonprofit entity used to manage the distribution of charitable funds through our Services
Chariot access to, data collection from, and activity on third-party DAF Providers, including by accessing and collecting information about non-anonymous donors requested by a nonprofit donation recipient (such as name, address, and email)
Access to and monitoring of donation processing status and details, such as the date and amount of donation
Creating Accounts and Setting Up Chariot’s Platform
You can create an Account as a nonprofit User by submitting certain registration information to the Website. All end users are solely responsible for ensuring that account credentials and the identifying information associated with those credentials are accurate, complete, and up to date.
You can only become a nonprofit User and create an Account if you are an authorized representative of a registered 501(c)(3) organization in good standing with any jurisdiction where it is registered and/or operates. If, following the creation of an Account, the not-for-profit entity relating to that Account loses its tax-exempt and/or charitable status, you agree to promptly notify Chariot by emailing firstname.lastname@example.org. You can create a Account by visiting givechariot.com and (i) entering your EIN along with an account email, username and password, (ii) adding a payment method via Stripe window that includes your billing address and ACH information (we may, but are not obligated to, offer a credit card payment option that will require you to pay any credit card processing fees in order to use a credit card). After setting up your account and payment method, you can generate an API key or HTML code snippet to include through your donation platform or directly on your website.
You hereby grant to Chariot a worldwide, transferable, sublicensable, royalty-free, fully paid-up right and license to copy, use, store, display, and distribute your User Information and any feedback you choose to offer us in connection with the operation, maintenance, optimization, and improvement of Chariot’s Platform and the delivery of the Services to you. As a nonprofit User, the foregoing consent includes your permission and a license to display your organization’s logo on and in connection with the Platform, including without limitation a license to use and display any trademarks contained therein.
You agree that Chariot may use or disclose User Information when required by a court order or verified request of a governmental authority, including the Internal Revenue Service.
You represent and warrant that you have all necessary rights to use your Accounts with the Platform, that you are the owner of and have all rights to input and grant us a license to the User Information, and that you have any and all right necessary to submit the User Information in connection with the Platform. You agree to comply with all laws and regulations applicable to your use, as well as any rules and guidelines that we post or display through the Platform. You must not (1) use or access anyone else’s Accounts or related data, (2) submit information about anyone else’s identity or Accounts or that violates any third-party rights or (3) use the Platform for any fraudulent, illegal or misleading purpose. You also agree not to (a) modify, reverse engineer or seek to gain unauthorized access to the Platform or related systems, data or source code, (b) bypass or circumvent measures designed to prevent or limit access to any part of the Platform, (c) rent, lease, provide access to or sublicense any elements of the Platform to a third party or use the Platform on behalf of or to provide services to third parties, (d) copy, modify or create derivative works of the Platform or remove any of Chariot’s proprietary notices, (e) access the Platform for competitive purposes or publish any benchmark or performance information about the Platform, or (f) use the Platform in any manner that could damage, disable, overburden, or impair the functioning of the Platform or interfere with, disrupt or negatively affect other End Users.
Nonprofit User Representations and Agreements
As a nonprofit User, you represent and warrant, on your own behalf and on behalf of the nonprofit organization you represent, that:
You have been approved by the Internal Revenue Service and the applicable state authority (or comparable authority in another jurisdiction) to operate as a tax-exempt, 501(c)(3)
That your status as a 501(c)(3) or other exempt organization is active and in good standing in all applicable jurisdictions where you operate
That you conduct and will conduct, on a timely basis, an legally-required audits
That you file and will file, on a timely basis, annual reports on Form 990 or other periodic reporting required by any jurisdiction in which you operate
That your use of donated funds is, and at all times will be, in accordance with the requirements of law for tax-exempt organizations, including without limitation under Section 501(c)(3) of the Internal Revenue Code
That your use of any funds donated through the Platform will be in accordance with the representations and statements made on the website where any Platform components are installed and used, and in any event for a permissible charitable purpose
That any representations or statements made about your operations or use of donated funds on the website where Platform components are installed are accurate and complete at all times
That there are nor pending or threatened claims of material wrongdoing, misrepresentation, or noncompliance against the nonprofit
That the email, Account, and other User Information are at all times up to date, accurate, and complete, and that you will update your Chariot account promptly if there are any changes
That you consent to, and have the right to consent to, allow Chariot to update Account credentials in connection with the above notice
That you will provide additional access credentials to the Platform only to those agents of your organization who agree to comply with these Terms
That you do any will comply with the terms applicable to your use of any third party platforms (for example, a Customer Relationship Management platform) which you choose to integrate with our Services
That, in the event you collect any personal information from a donor who uses the Chariot Platform, you have and will do so in accordance with all applicable law and with sufficient user consent
If you do not agree to each of the restrictions above, you are not permitted to maintain a Account in connection with the Services.
Rights to the Platform
Chariot owns all rights, title and interest (including intellectual property rights) in and to the Platform (including the chariot Connect widget, API Keys and/or HTML code snippets that power Chariot Connect, our nonprofit dashboard, and our DAF Provider interaction functionality) and our related websites and technology. If you choose to give us feedback, suggestions or other inputs about the Platform, we may use them without restriction.
Subject to your timely payment of Transaction Fees (defined below) Chariot grants to nonprofit Users a limited, non-transferable, non-sublicensable, license during the term of these Terms to copy and use our API keys and functionality and certain HTML code snippets accessed from our website for the sole purpose of installing the Chariot Connect widget and accessing our Platform and Services.
As a nonprofit account holder, you agree to pay fees to Chariot in connection with any donations to you effected through the Platform as follows:
For beta users, you will pay 1.9% of the amount of any donation effected through the Chariot Services and Platform to Chariot for the Service; for nonprofit users who join after our beta program, you will pay 2.5% of the amount of any donation effected through the Chariot Services and Platform to Chariot for the Service (collectively, the “Transaction Fees”)
Chariot may increase or decrease the Transaction Fees at any time in its sole discretion
You expressly authorize Chariot to automatically bill your payment method on file each month for your Transaction fees
Chariot will prepare and deliver to you a monthly invoice for Transaction Fees incurred in the prior period
Chariot will enable you to set up a “payment source” via Stripe, and you agree to promptly configure such payment source with accurate payment information from a bank account and/or credit card owned by your nonprofit
If we provide you with the option to pay fees by credit card, you agree you will be responsible for covering any credit card processing fees associated with your invoice payments
You agree to at all times maintain accurate and up to date payment source information for your organization
Chariot will automatically deduct your Transaction Fees from your payment source on a periodic basis, and you expressly authorize us to do so
Chariot will use our reasonable efforts to effect donations and transmit donated funds promptly, but you acknowledge and agree that we do not guarantee your receipt of any donation at any particular time.
Disclaimers and Limitations of Liability
TO THE EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND ANY USE IS AT YOUR DISCRETION AND RISK. CHARIOT, ITS AFFILIATES AND ITS AND THEIR SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, OR NON-INFRINGEMENT. CHARIOT DOES NOT WARRANT THAT USE OF OUR PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT ANY OF YOUR DATA WILL BE ACCURATE OR COMPLETE OR THAT CHARIOT WILL MAINTAIN ANY DATA WITHOUT LOSS.
Liabilities for our Platform. TO THE EXTENT PERMITTED BY LAW, CHARIOT, ITS AFFILIATES AND ITS AND THEIR SUPPLIERS WILL NOT BE RESPONSIBLE FOR: (A) ANY LOST PROFITS, LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, FINANCIAL LOSSES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR (B) ANY DAMAGES OR AMOUNTS EXCEEDING, IN THE AGGREGATE, THE GREATER OF (1) THE AMOUNT YOU PAID US TO USE THE PLATFORM AND (2) ONE HUNDRED U.S. DOLLARS (US $100).
Chariot may provide notices or communications to you through the email associated with your Chariot profile, through your dashboard, or through other reasonable methods. All notices, requests and other communications to Chariot under this Terms must be in writing to Chariot Inc., Attention: Serfati Legal, 1 W 85th St. New York, NY 10024 (with a courtesy copy to email@example.com) and will be deemed given when delivered.
At any time in its sole discretion, Chariot may terminate or suspend these Terms (or your use of the Platform) with or without notice and for any or no reason, including if Chariot suspects that you have violated these Terms 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. Except for your right to use the Platform, these Terms will survive any termination.
You may terminate your Account at any time on thirty (30) days prior written notice to Chariot at firstname.lastname@example.org. You acknowledge and agree that Chariot will effect any donations a DAF initiated prior to such termination. You acknowledge and agree that following the termination of a Account, (i) you will lose access to your nonprofit dashboard, (ii) you are required to immediately remove any and all Platform functionality form your website, (iii) you will still be obligated to pay any fees incurred as a result of donations made to you prior to the effective date of termination of your account, and (iv) you authorize Chariot to receive payment through automated means using your payment method on file for any fees incurred but not paid prior to termination.
These Terms may not be transferred or assigned by you without Chariot’s prior written consent. Chariot may assign or transfer these Terms to its affiliates or in connection with a merger, sale, reorganization or other change of control. In addition, Chariot’s affiliates, contractors and service providers may exercise Chariot’s rights or fulfill its obligations under these Terms. Waivers must be in writing and no waivers will be implied. If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions will remain unaffected and in full force and effect. These Terms are the final, complete and exclusive agreement between you and us relating the subject matter of these Terms and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written. In these Terms, headings are for convenience only and the term “including” (and similar terms) will be construed without limitation.
Chariot may modify these Terms from time to time. Unless we specify otherwise, modifications take effect (and govern future use of the Platform) when we post the modified version. Chariot will use reasonable efforts to notify you of the modifications, and you may be required to agree to the modified version. If you do not agree to the modifications, your sole remedy is to cease using the Platform.
PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH CHARIOT AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS DISPUTE RESOLUTION SECTION OF THIS AGREEMENT SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT”.
(a) Scope of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Services as a User of the Services, to any advertising or marketing communications regarding Chariot or the Services, to any products or services sold or distributed through the Services that you received as a User of our Services, or to any aspect of your relationship or transactions with Chariot as a User of our Services will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Chariot may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement.
(b) Informal Resolution. You and Chariot agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Chariot therefore agree that, before either you or Chariot demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this mutual Arbitration Agreement. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of its, his, or her intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Chariot that you intend to initiate an informal dispute resolution conference, email email@example.com, providing your name, telephone number associated with your Chariot account (if any), the email address associated with your Chariot account, and a description of your claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.
(c) Arbitration Rules and Forum. This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) in all respects. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply. Before a party may begin an arbitration proceeding, that party must send notice of an intent to initiate arbitration and certifying completion of the informal dispute resolution conference pursuant to paragraph 12(b). If this notice is being sent to Chariot, it must be sent by email to the counsel who represented Chariot in the informal dispute resolution process, or if there was no such counsel then by mail to Attn: Legal - Serfati 1 W 85th St. New York, NY 10024. The arbitration will be conducted by an independent third party arbitration provider selected by Chariot under such third party arbitrator’s rules and pursuant to the terms of this Agreement. Arbitration demands must include (1) the name, telephone number, mailing address, and e-mail address of the party seeking arbitration; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy, enumerated in United States Dollars (any request for injunctive relief or attorneys’ fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); and (4) the signature of the party seeking arbitration. Disputes shall be subject to the rules of the independent Arbitrator. You may choose to have the arbitration conducted by telephone, video conference, based on written submissions, or in person in the county where you live or at another mutually agreed location.
(d) Arbitrator Powers. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. All disputes regarding the payment of arbitrator or arbitration-organization fees including the timing of such payments and remedies for nonpayment, shall be determined exclusively by an arbitrator, and not by any court. The arbitration will decide the rights and liabilities, if any, of you and Chariot. Except as expressly agreed to in this Arbitration Agreement, the arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award, on an individual basis, monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including this Arbitration Agreement). The arbitrator will issue a written statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The arbitrator’s decision is final and binding on you and Chariot.
(e) Waiver of Jury Trial. YOU AND CHARIOT WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND RECEIVE A JUDGE OR JURY TRIAL. You and Chariot are instead electing to have claims and disputes resolved by arbitration, except as specified above. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
(f) Waiver of Class or Consolidated Actions. EXCEPT AS EXPRESSLY AGREED TO IN SECTION(G) OF THIS ARBITRATION AGREEMENT, YOU AND CHARIOT AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS EXCEPT AS SET FORTH IN SECTION (G). CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER EXCEPT AS SET FORTH IN SECTION (G). If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor Chariot is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as set forth in Section 20. This provision does not prevent you or Chariot from participating in a class-wide settlement of claims.
(g) Batch Arbitrations. To increase efficiency of resolution, in the event 100 or more similar arbitration demands against Chariot, presented by or with the assistance of the same law firm or organization, are submitted to an arbitration provider selected in accordance with the rules described above within a 30-day period, the arbitration provider shall (i) group the arbitration demands into batches of no more than 100 demands per batch (plus, to the extent there are less than 100 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); and (ii) provide for resolution of each batch as a single arbitration with one set of filing and administrative fees and one arbitrator assigned per batch. You agree to cooperate in good faith with Chariot and the arbitration provider to implement such a batch approach to resolution and fees.
(h) Opt Out. Chariot’s updates to these Terms do not provide a new opportunity to opt out of the Arbitration Agreement for customers or Users who had previously agreed to a version of Chariot’s Terms and Conditions and did not validly opt out of arbitration. Chariot will continue to honor the valid opt outs of customers or Users who validly opted out of the Arbitration Agreement in a prior version of the Terms and Conditions. If you are a customer or User who creates a Chariot account for the first time on or after July 18, 2022, you may opt out of this Arbitration Agreement. If you do so, neither you nor Chariot can force the other to arbitrate as a result of this Agreement. To opt out, you must notify Chariot in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Chariot username (if any), the email address you currently use to access your Chariot account (if you have one), and a CLEAR statement that you want to opt out of this Arbitration Agreement. You must send your opt-out notice to: firstname.lastname@example.org. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.
(i) Survival. This Arbitration Agreement will survive any termination of your relationship with Chariot.
(j) Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Chariot makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice of to Chariot.