DAFFY-FOR-WORK PROGRAM TERMS

Daffy Charitable Fund (“Daffy”) is a 501(c)(3) nonprofit organization providing donor-advised-fund services via Daffy’s web-based (assessable via Daffy’s website) and mobile applications (“Daffy Application”).

These terms (“Terms”) govern the relationship between Daffy and employers with respect to a program provided by Daffy that enables employers to support its employees’ charitable efforts via the Daffy Application (“Daffy-for-Work Program”).

By onboarding as an employer for the Daffy-for-Work Program or clicking accept to these Terms, you acknowledge and agree that (a) you have read all of the terms and conditions of these Terms, (b) you understand all of the terms and conditions of these Terms, and (c) you, on behalf of or for the benefit of, the corporation, partnership, or other entity with which you are associated (“Company”) are legally binding such Company to all of the terms and conditions set forth in these Terms.

All references to the Daffy Application include the services provided via the Daffy Application. “Effective Date” means the earlier of (a) the date you register for the Daffy-for-Work Program, and (b) the date you accept these Terms during the registration process.

1. Onboarding and Related Terms

   1. Company. The Daffy-for-Work Program provides various membership options. Each membership option includes the membership dues, the matching amounts, and other related terms. During the onboarding process, Company will select a membership option. For each User (as defined below), Company must pay the membership and matching amounts associated with the membership option selected by Company during the Daffy-for-Work Program onboarding process. All amounts are (a) payable on a calendar monthly basis, and (b) in U.S. Dollars. Company may pay all amounts via (i) an ACH payment transfer, or (ii) if Company provides a credit card during the Daffy-for-Work Program onboarding process, Daffy (or its third-party payment processor) will charge the credit card number provided by Company to Daffy. Further, if Company provides a credit card, Company represents and warrants that Company has the right (and agrees) to have all amounts due to Daffy charged to such credit card. From time-to-time, Daffy may modify the fees with no less than 30-day notice to Company.
   2. Employee/User. When an individual registers to use the Daffy Application, such individual must provide the email address of such individual’s employer. If it is reasonably determined that such individual is an employee of Company, such employee will constitute a “User”.
   3. Daffy User Terms. User interactions with Daffy in connection with the Daffy Application are subject to Daffy’s member agreement and privacy policy both of which are available via the Daffy Application (collectively, the “Daffy User Terms”). Company is responsible for establishing its own policies (if any) with Users with respect to the Daffy Application. Users will use the Daffy Application subject to the Daffy User Terms, Daffy will not be bound by any Company policies or terms, and all User passwords with respect to the Daffy Application are, as between Company and Daffy, Daffy’s confidential information.
2. Daffy Dashboard. Company will have access to a Daffy-for-Work Program dashboard (“Daffy Dashboard”) that will enable Company to see the employees of Company that have registered to use the Daffy Application together with the fees to be paid by Company to Daffy.
3. Term, Termination, and Effects of Termination. These Terms commences upon the Effective Date and continue until terminated by one party providing the other party with 30-days advance written notice. Upon any termination of these Terms, (a) Company will immediately pay to Daffy all amounts due and payable up to the effective date of termination of these Terms, and (b) all User accounts will automatically convert to standard Daffy member accounts (maintained and funded by each individual user (as opposed to Company)). Notwithstanding any terms to the contrary in these Terms, upon any termination of these Terms, (i) all terms and conditions under these Terms will cease, except this sentence and Sections 1,3, 6, 7, and 8 that will survive any termination of these Terms, and (ii) no refunds will be issued.
4. Confidentiality. Each party agrees that the terms and conditions of these Terms will be treated as confidential information of both parties and will not be disclosed to any third party, provided that each party may disclose the terms and conditions of these Terms (a) to such party’s legal counsel, accountants, banks, financing sources, and their advisors, (b) in connection with the enforcement of these Terms or rights under these Terms, or (c) in connection with an actual or proposed merger, acquisition, financing, or similar transaction. Notwithstanding any terms to the contrary in this Agreement, any suggestions, comments, or other feedback provided by Company to Daffy with respect to Daffy or any of its offerings (collectively, “Feedback”) will constitute confidential information of Daffy. Further, Daffy will be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
5. Representations and Warranties. Each party represents and warrants that (a) these Terms are valid, binding, and enforceable against it in accordance with its terms, and (b) it will fulfil its obligations under these Terms in accordance with all applicable laws.
6. Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5, DAFFY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED, ORAL OR WRITTEN) ARISING FROM OR IN CONNECTION WITH THESE TERMS AND THE DAFFY APPLICATION WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL (A) WARRANTIES OF MERCHANTABILITY, (B) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT SUCH PARTY KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE), OR (C) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF ANY OF THE WARRANTIES EXPRESSLY SET FORTH IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.
7. Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM OR IN CONNECTION WITH THESE TERMS, AND DAFFY’S ENTIRE LIABILITY TO COMPANY WILL NOT EXCEED THE AMOUNTS RECEIVED BY DAFFY FROM COMPANY DURING THE TERM WITHIN WHICH THE DAMAGES WITH RESPECT TO THE INDIVIDUAL DAFFY ACCOUNT FROM WHICH THE DAMAGES AROSE. MULTIPLE CLAIMS WILL NOT EXPAND THE LIMITATIONS SET FORTH IN SECTION 5, AND THIS SECTION 5 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS ARE DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

8. General Provisions

   1. Governing Law and Venue. These Terms will be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without resort to its conflict of law provisions. The state or federal court in San Francisco County, California will be the jurisdiction in which any suits should be filed if they relate to these Terms.
   2. Ownership. As between the parties, Daffy owns all right, title, and interest in and to the Daffy Application, the Daffy Dashboard, all data collected in connection with the Daffy Application and the Daffy Dashboard, and any and all patent rights, copyrights, trademark rights, trade secret rights, other intellectual property rights, and other rights embodied in or related to the foregoing.
   3. Publicity. Company consents to (a) Daffy’s use of Company’s name and logo on the Daffy websites, the Daffy Applications, and publicly available materials, identifying Company as a customer of Daffy and describing Company’s use of Daffy’s products and services, and (b) press releases with respect to Company’s use of Daffy’s products and services.
   4. Assignment. Neither these Terms nor any right or duty under these Terms may be transferred, assigned, or delegated by Company, by operation of law or otherwise, without the prior written consent of Daffy, and any attempted transfer, assignment, or delegation without such consent will be void and without effect. Daffy may freely transfer, assign, or delegate these Terms or its rights and duties under these Terms. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors, and permitted assigns.
   5. No Third-Party Beneficiaries. These Terms are intended for the benefit of Company and Daffy and their respective permitted successors and assigns, and are not for the benefit of, nor may any provision of these Terms be enforced by any other person. Further, Company acknowledges and agrees that it does not possess any third-party beneficiary rights with respect to the Daffy User Terms to which each User is bound.
   6. Notices. Notices will be deemed given as of the day they are received by email, messenger, delivery service, or U.S. mail (postage prepaid, certified, or registered, return receipt requested), and addressed as set forth below, or to such other address as the party to receive the notice so designates by notice.
   7. Waiver and Severability. A party’s delay or failure to exercise a right or remedy will not result in a waiver of that right or remedy. If any provision in these Terms should be held invalid, illegal, or unenforceable in any jurisdiction, the parties will negotiate in good faith a valid, legal, and enforceable substitute provision that most nearly reflects the original intent of the parties and all other provisions hereof will remain in full force and effect in such jurisdiction and will be liberally construed in order to carry out the intentions of Daff and Company as nearly as may be possible. Such invalidity, illegality, or unenforceability will not affect the validity, legality, or enforceability of such provision in any other jurisdiction.
   8. Miscellaneous. These Terms, including the membership option selected by Company during the Daff-for-Work Program onboarding, which is incorporated into these Terms by reference, constitutes the entire agreement between the parties and supersedes all previous or contemporaneous agreements between the parties, relating to its subject matter, and any change to its terms must be in writing and signed by the parties.
   9. Electronic Communications. Company agrees that Daffy may communicate with Company electronically regarding the Daffy-for-Work Program and that any notices, agreements, disclosures, or other communications that Daffy sends to Company electronically will satisfy any legal communication requirements, including, but not limited to, that the communications be in writing. To withdraw Company’s consent from receiving electronic notice, please notify Daffy at support@daffy.org