These terms and conditions govern your access to and use of this website and various online tools and services that GivingByTxt makes available to donors, fundraisers, nonprofits, registrants and all others users of the GivingByTxt service, collectively called Users of the GivingByTxt service (the Service).
Donors will pay the online Donations by credit card to GivingByTxt as your Agent. The fees deducted by from the online Donations will be paid to GivingByTxt at the time of the transaction. Payment to the designated nonprofit organization is either (a) bi-weekly or when a minimum amount has been reached, as agreed upon by both parties. These payment schedules are subject to change at any time at the sole discretion of GivingByTxt. Nonprofit users will be responsible for taxes based on its net income or gross receipts.
DONATIONS TO NONPROFITS/OUR FEES
All donations to nonprofits are made as unrestricted gifts and may not be specified for any particular purpose. The amount of donations to the nonprofit designated by you are charged on your credit card and paid to, and processed by, GivingByTxt or its affiliates such nonprofit organization's behalf. Any payments of donations are final and non-refundable. The donations will be held in a bank account until such time as GivingByTxt forwards the donations to the nonprofit or payee of funds. GivingByTxt forwards donations to the nonprofit at intervals as determined by GivingByTxt and the nonprofit. It is either bi-weekly or when a minimum donation level has been reached, as agreed upon by both parties. Your donations to the nonprofit designated by you will be net of fees as designated in this document. This fee structure is subject to change from time to time at the sole discretion of GivingByTxt. Users agree not to use an invalid or unauthorized credit card in making transactions on the GivingByTxt site. Once a donation is made, the transaction is final and not subject to dispute unless unauthorized use of the Users payment card is proved. If you become aware of fraudulent use of your card, or if it is lost or stolen, you must notify your card provider in accordance with its reporting rules.
(a) Trademarked Material. You own all your Marks provided by you in connection with your use of this Service (collectively, “Your Materials”). You hereby grant to GivingByTxt a nonexclusive, royalty-free transferable, fully paid-up world-wide license to use, copy, display, transmit, publish and distribute Your Materials for the sole purpose of providing the services described in these terms and conditions. Without limiting the generality of the foregoing, You authorize GivingByTxt to include Your name and logo in a press release, case studies or other announcements and on the GivingByTxt Site. GivingByTxt obtains no other right, title or interest in Your Materials except as set forth herein.
(b) GivingByTxt Material. GivingByTxt and its licensors shall retain all Intellectual Property Rights in the software, tools, designs, documentation, data and any other material developed or provided by GivingByTxt pursuant to these terms and conditions, including but not limited to the Services and any data, text, pictures, sound, graphics, logos, marks, symbols, video, visual, oral or other digital material and any other content of any description, provided by GivingByTxt pursuant hereto.
The names GivingByTxt, GivingByTxt.com, the GivingByTxt logo and any other product and service names that we may present on the Site from time to time may not be used in connection with any product or service that is not GivingByTxt's, nor in any manner that is likely to cause confusion, or in any way that may disparage or discredit GivingByTxt. Other trademarks, service marks or logos that appear on the Site or anywhere in the GivingByTxt service is rendered, in particular (but not exclusively) those of nonprofits registered with GivingByTxt are the property of their respective owners and are likely to be registered trademarks and subject to restrictions as to their use. They must not be used without the express permission of both GivingByTxt and the trademark owner.
All content on this Site is owned by GivingByTxt, the nonprofits registered with GivingByTxt, or other original providers, and is protected by applicable intellectual property and proprietary rights and laws. You may copy such content for your own personal, non-commercial use provided you do not alter it or remove any copyright, trademark, or other proprietary notice. No other use of the Services' content is permitted without the express prior permission of GivingByTxt, and, where applicable, the copyright holder. Inquiries and permission requests may be sent to info@GivingByTxt.com.
REPRESENTATIONS AND WARRANTIES/DISCLAIMERS
Use of this Service is at your sole risk. GivingByTxt provides the tools, the Site, and the services on an “As Is”, “As Available” basis. Each party represents and warrants that it shall perform its obligations in a manner that complies with the applicable federal, state and local laws, regulations, ordinances and codes (including identifying and procuring required registrations, certificates and approvals and posting of any necessary bonds). Without limiting the generality of the foregoing, you further warrant that you own or otherwise have sufficient rights to grant the licenses granted hereunder to Your Materials, have collected Your Materials in compliance with all applicable laws, rules, and regulations (including any infringement or misappropriation of U.S. patent, copyright, trademark or trade secret); and that the use and provision of Your Materials as contemplated herein will not infringe upon any intellectual property, privacy or other rights of any third party. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. To the extent permitted by law, GivingByTxt expressly disclaims any and all such other warranties. GivingByTxt makes no representation as to whether all or any portion of the online Donations are tax deductible. GivingByTxt will have no liability for any claim by any federal or state tax authority with respect to the characterization by You or any User on each of the applicable federal and state tax returns.
(a) Indemnity by GivingByTxt. GivingByTxt agrees to indemnify, defend and hold harmless You and (if applicable) Your officers, directors, employees, agents, successors and assigns, from any and all Losses arising from any third party claim, action or proceeding alleging that the services hereunder or the GivingByTxt Materials (i) violate or infringe the Intellectual Property Rights of such third party or (ii) violates any applicable law, rule or regulation.
(b) Your Indemnity. You agree to indemnify, defend and hold harmless GivingByTxt and its officers, directors, employees, agents, successors and assigns, from any and all Losses arising from any third party claim, action or proceeding alleging (A) that Your Materials or the use thereof by GivingByTxt or Donors, (i) violates or infringes the Intellectual Property Rights of any third party, (ii) violates any applicable law, rule or regulation, or (iii) constitutes, or contains material that constitutes, libel, defamation or an invasion of privacy or (B) fraud or misrepresentation by You in connection with Your status as a nonprofit entity.
(c) Procedures. A party seeking indemnification hereunder (the “indemnitee”) shall promptly notify the other party (the “indemnitor”) upon receipt of notice of the commencement or threatened commencement of any action or proceeding that may be subject to indemnification hereunder. The indemnitor shall have sole control over the defense and settlement of such claim; provided that the indemnitee (a) shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim and (b) shall reasonably cooperate with indemnitor in the defense or settlement of such claim.
(d) Remedies. This Section states each party's entire obligation to the other party and such other party's sole remedy with respect to any claim of infringement.
LIMITATIONS ON LIABILITY
GivingByTxt's liability to You for any recoverable losses or damages arising under or in connection with these terms and conditions and your use of this Service shall be limited, to extent applicable, to (i) the actual direct damages incurred by You, in an amount not to exceed the total revenue received by GivingByTxt resulting from your use of the Service provided hereunder during the most recently preceding 12-month period, or (ii) your discontinuance of any further use of such items or the Service. GivingByTxt shall not be liable for: (i) damages caused by Your failure to perform Your responsibilities; (ii) claims or demands of third parties (other than those third party claims covered by Section 10); or (iii) any lost or corrupted data, any lost profits, loss of business, loss of use, lost savings or other consequential, special, incidental, indirect, exemplary or punitive damages, even if GivingByTxt has been advised of the possibility of such damages. The foregoing limitations shall not apply to: (i) the payment of settlements, costs, damages and legal fees referred to in Section 11; or (ii) your obligation to pay amounts owed as compensation for the services hereunder. Notwithstanding the foregoing, to the maximum extent permitted by law, GivingByTxt disclaims liability for any loss or damages, whether direct, indirect, special, incidental, or consequential (even if GivingByTxt has been advised of the possibility of such damages) arising out of (i) your use of the GivingByTxt Site and Services or your inability to do so, (ii) your reliance on any content provided on the Service or through the services provided thereunder, and/or (iii) goods and services in any way associated with this Service and the services thereunder. The limitations of liability set forth in this Section 11 will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in these terms and conditions.
Neither party shall be liable for any default or delay in the performance of its obligations hereunder if and to the extent such default or delay is caused by: fire, flood, earthquake, elements of nature or acts of God; riots, civil disorders, rebellions or revolutions in any country; or any other similar cause beyond the reasonable control of such party. In such event the nonperforming party shall be excused from further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such party continues to use its best efforts to recommence performance or observance without delay.
TERM & TERMINATION
Your agreement to abide by these terms and conditions will commence automatically upon your initial use of this Service and continue until the earlier of (i) termination of your rights to use the Service by GivingByTxt or (ii) your ceasing to use the Service.
You must at all times use this Service in a responsible and legal manner. In particular (but not exclusively) you must not do any of the following: misrepresent your identity or your affiliation with any other person or organization; send junk email or spam to people who do not wish to receive mail from you; delete or falsify any attributions, trademarks or designations of source from any website content; conduct, display, promote or forward surveys, contests, raffles, lotteries, pyramid schemes or chain letters; or interfere with or disrupt the service or services or networks connected to the service; collect or store personal data about other users including email addresses. You agree that you will comply with all applicable local, state and federal laws, statutes and regulations regarding use of this website and GivingByTxt tools and services.
These terms and conditions will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without reference to its conflicts of laws rules. Any provision of these terms and conditions that is held to be invalid or unenforceable will be deleted and replaced by a valid and enforceable provision which achieves, as far as possible, the same objectives as the severed provision was intended to achieve. The remaining provisions of these terms and conditions shall continue in full force and effect. Except to the limited extent set forth in RESPONSIBILITIES (b) above, neither these terms and conditions, nor any terms contained herein, shall be construed as creating or constituting a partnership, joint venture or agency relationship between the parties. You may not assign, sublicense or otherwise transfer any right or obligation set forth herein without GivingByTxt's prior written consent. Any purported assignment in violation of the preceding sentence is void and of no effect. These terms and conditions are binding upon the parties' respective successors and permitted assigns. No failure of GivingByTxt to exercise or enforce any of its rights hereunder will act as a waiver of such rights. Except as otherwise expressly provided herein, all remedies provided for herein shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.