Effective Date: December 28, 2023
Welcome to DAFpay by 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 “DAFpay”) to make it easy for donors with Donor Advised Funds (“DAFs”) to initiate grant requests from their DAF account. These Terms of Service (“Terms”) form a contract between DAF Users (“you” or “your” as used in these Terms, and as further defined below) and Chariot, and govern your use of DAFpay and the associated Services.
By using DAFpay (each defined below), 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 DAFpay
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 DAFpay 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.
“DAF” means a Donor Advised Fund.
“DAF User” means any individual who uses DAFpay on a nonprofit website to effect a donation through his or her DAF.
“DAF Provider” means a third party web-based platform providing DAF administration services, which is accessed by user credentials supplied to Chariot by a DAF User.
“Donation Tracking Information” means information that we collect in the course of providing our services, such as DAF Provider identity, date and amount.
“Donor Identifying Information” means whichever of the following types of information have been selected by the nonprofit who receives your gift, and which populate that nonprofit’s dashboard: Name, Email, Address, Phone Number, Donation Amount, One time or recurring donation, Date, Donation Status.
“Services” means (i) DAFpay, (ii) the dashboard provided to Nonprofit Users for donation tracking and monitoring, (iii) connections to and integrations with third party services related to DAFpay, including DAF Provider Integrations and pass-through account verification mechanisms, (iv) activities underlying the operation of DAFpay, including Chariots Customer Relationship Management infrastructure, and (v) the related operations of Chariot to deliver, update, evolve, and maintain DAFpay, including without limitation to effect donations from DAF Users to Nonprofit Users.
Chariot’s DAFpay includes:
The websites available at www.givechariot.com, dafpay.com, and all content thereon
DAFpay 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 DAFpay
A web-based mechanism for the encrypted transfer of login credentials and verification information
Functions used in the course of effecting donations that also track and verify those donations and collect background information about them
A Nonprofit 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, email
Access to and monitoring of donation processing status and details, such as the date and amount of donation
Creating Accounts, Setting Up, and Using Chariot’s Platform
You are a DAF User under these Terms anytime you choose to continue making a donation through DAFpay on any nonprofit website. You may only become a DAF User if you are an owner or an authorized representative of DAF with the authority to (i) access the applicable DAF Provider (and its web-based administration platform) using that third-party platform’s credentials and (ii) submit grant requests to the DAF provider via your account. DAF Users are responsible for complying with any terms applicable to their use of a DAF Provider, including the use of a DAF Provider with Chariot. All DAF Users are solely responsible for ensuring that account credentials and the identifying information associated with those credentials are accurate, complete, and up to date.
By accepting these terms of service, you hereby authorize Chariot to take the following actions on your behalf including, but not limited to:
Selecting or writing in a grant acknowledgment, grant purpose, designation note, or personal grant note
Choosing the funding source by performing a quick allocation choice where Chariot selects the same percentages as the current balance. We do this by multiplying each percent pool allocation by the total grant amount.
Selecting the purpose of the grant allocation to “Wherever it is needed most”
Using DAFpay Network to disburse funds to final nonprofits. Please see DAFpay Network’s terms here.
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 DAFpay and the delivery of the Services to you.
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.
As a DAF Owner, you acknowledge and agree that any information input into the nonprofit’s website other than in DAFpay will still be accessible to the nonprofit donation recipient, and that Chariot has no control over this data collection or use.
You represent and warrant that you have all necessary rights to use your DAF with DAFPay, 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 DAFpay. 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 DAFpay. You must not (1) use or access anyone else’s DAF Provider accounts or related data, (2) submit information about anyone else’s identity or DAF Provider Accounts or that violates any third-party rights or (3) use DAFpay for any fraudulent, illegal or misleading purpose. You also agree not to (a) modify, reverse engineer or seek to gain unauthorized access to DAFpay or related systems, data or source code, (b) bypass or circumvent measures designed to prevent or limit access to any part of DAFpay, (c) rent, lease, provide access to or sublicense any elements of DAFpay to a third party or use DAFpay on behalf of or to provide services to third parties, (d) copy, modify or create derivative works of DAFpay or remove any of Chariot’s proprietary notices, (e) access DAFpay for competitive purposes or publish any benchmark or performance information about DAFpay, or (f) use DAFpay in any manner that could damage, disable, overburden, or impair the functioning of DAFpay or interfere with, disrupt or negatively affect other users of our Services.
As a DAF User, you represent and warrant that:
You have all requisite authority to give to Chariot permission to use the DAF provider credentials you supply to log into your DAF Provider account, and to effect, track, and confirm your donation when you use DAFpay to effect a donation through a nonprofit website;
You have all requisite authority to instruct Chariot, and for Chariot to, effect donation(s) under the terms of any agreement you have with your DAF Provider;
Any non-anonymous donor information you submit through DAFpay will be accurate and complete
You will not receive any benefit or remuneration (excluding incidental benefits) as a result of any donation made through DAFpay
You consent to Chariot initiating verification of your account with the DAF provider, including by triggering the transmission of any two factor authentication codes sent to your device(s)
You further agree that, when there is a fee, if you elect to increase your donation to cover Chariot’s fees, we are authorized to include our fees in the amount of the donation we initiate from your DAF Provider account in addition to the amount of donation you elect. You acknowledge that including these fees will increase the total amount of your donation to the nonprofit. The amount of your total donation, including this fee where applicable, is displayed on the button you click to finalize your donation through DAFpay.
Rights to the Platform
Chariot owns all rights, title, and interest (including intellectual property rights) in and to DAFpay (including DAFpay button, API Keys and/or HTML code snippets that power DAFpay, 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 DAFpay, we may use them without restriction.
Chariot will use our reasonable efforts to effect donations and transmit donated funds promptly, but you acknowledge and agree that we do not guarantee the 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 ONE THOUSAND U.S. DOLLARS (US $1,000).
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: Chariot Legal, 850 7th Ave. Suite 600 New York, NY 10019 (with a courtesy copy to firstname.lastname@example.org) 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 DAFpay) 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 DAFpay, these Terms will survive any termination.
You may terminate your Account at any time on thirty (30) days prior written notice to Chariot at email@example.com. You acknowledge and agree that Chariot will effect any donations a DAF User initiated prior to such termination, and that any DAF User who previously had and terminated an account will create a new account by using the Chariot “donate via DAF” button or similar functionality following such termination, which new account will also be bound by these Terms.
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 DAFpay) 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 DAFpay.
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 firstname.lastname@example.org, 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 850 7th Ave Suite 600 New York, NY. 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: email@example.com. 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.