Donor Terms & Conditions

Fiscal Sponsorship Allies, Inc. (“FSA”) is committed to donor rights, as well as to transparency and accountability. A Donor may have questions about how the donations or donor information is used. These Donor Terms and Conditions (“Donor Terms”) should help clarify such questions. FSA and the Donor are the “Parties” to these Donor Terms. 

Donors or other funders agree to these Donor Terms in one of four ways. For online donations, they consent by checking the acceptance box during the online donation checkout process. Grantmakers who make grants pursuant to grant applications and/or grant agreement expressly consent to the Donor Terms. Some Donors transmit a letter, form or other communication contemporaneously with their donations, in which they consent to the Donor Terms. Finally, Donors who contribute via check, ACH, wire, cryptocurrency or otherwise not through an online form receive a contemporaneous written acknowledgment with a reminder about the applicability of these Donor Terms and an opportunity to revoke the donation so as to not be bound by the Donor Terms; such Donor Terms are thus in effect when such a Donor does not revoke the donation pursuant to the information in the contemporaneous written acknowledgment and these Donor Terms.

1. Helpful Terms or Concepts. Throughout these Donor Terms, a “sponsee” is the entity or person which operates a charitable program or charitable project that FSA is supporting as a fiscal sponsor. Each sponsee applied to FSA and was accepted by FSA in order to become a sponsee.
2. Charitable Program. FSA is an Indiana public benefit nonprofit corporation, organized and operated as an Internal Revenue Code (“Code”) Section 501(c)(3) organization treated as a public charity under Code Section 509(a)(3). Our core charitable program is to provide fiscal sponsorship services to other entities operating charitable programming. This fiscal sponsorship charitable grantmaking activity is sometimes referred to as a form of “re-granting.”
3. Restricted Donations. Donations given in support of a sponsee are considered donations to FSA. Those donations are restricted for FSA’s use in carrying out its charitable programming and specifically restricted for the specific sponsee. For example, if a donor gives for the benefit of Sponsee X or Project Y (that is operated by Sponsee Y), then we will honor the donor designation or restriction in our grantmaking and award those funds to Sponsee X or Sponsee Y as a grant, except as provided in Paragraphs 4 and 6, below. Donors understand that it is their responsibility to ensure that donations through the FSA platform are in fact donations, and are not disguised fee-for-service payments, or other non-donation transfers of funds.
4. Donations are Final. Donations are generally final. Because we very quickly grant the donations back out to the sponsee, any donations received are final. Exceptions may include times where a donor may have errantly added too many zeros in making the donation, or if the donation was fraudulent. In such events, we work with the sponsee, the individual donor, and/or the credit card companies, for example, to ensure each donation is appropriately handled.
5. Disallowing Restrictions. Donations given in support of a particular sponsee will generally be restricted for our grants to that sponsee. However, there are times where our legal obligations or Generally Accepted Accounting Principles require that FSA not honor such restrictions. For example, if a sponsee is judicially dissolved, files bankruptcy, or loses its tax-exempt status, FSA may not be permitted to make the grant to that sponsee. In these rare cases, if a sponsee fails to receive ACH payments and also fails to negotiate (i.e., deposit or cash) the check(s) sent to it from FSA, or if the donations are otherwise undeliverable pursuant to FSA’s policies, then any restriction is deemed lifted and the funds become unrestricted funds of FSA for use in furtherance of its charitable mission and program.
6. Treasury Management, Use of Restricted Funds and Investment Returns. Donor expressly acknowledges, agrees, consents to and ratifies FSA’s (a) use of advanced treasury management techniques, (b) investment of restricted donations, as well as (c) use of otherwise restricted donations for its own purposes (i) on a temporary basis or (ii) where FSA anticipates other funds will be available within a reasonable period of time to replenish the used funds. All investment returns (whether short-term, medium-term or long-term) derived from FSA’s investments (regardless of whether the investments are undertaken with restricted or unrestricted assets) belong to FSA (for its use consistent with its charitable purpose) and are not allocated to any particular fiscally sponsored project or fund.
7. Variance. FSA retains the unilateral right to spend the amounts donated to it specified for a sponsee so as to accomplish the charitable purposes of the sponsee as nearly as possible within FSA’s sole judgment, subject to any more specific donor-imposed restrictions, on the charitable use of such assets. In the event that the sponsee cannot spend any donation amount for its charitable purposes due to impossibility, impracticality, waste, or illegality in the sole judgment of the FSA, then the FSA has the right to spend such funds on charitable programs and purposes that in the sole discretion of the FSA are deemed appropriate.
8. Donor Information. Donor information is used in three ways. First, highly confidential donor information (i.e., credit card numbers and expiration dates) is never shared, nor is it accessible by our personnel or by any sponsee personnel. Second, donor contact information (names, addresses and email addresses) is collected and used by us and shared with sponsees. Both sponsees and FSA use this donor contact information in subsequent communications with the donors. Donors may opt out at any time. Third, sponsees and FSA use donation information (donation amount, date, time, last four of credit card numbers, associated confirmation numbers, and similar) in processing donations and in processing subsequent grants to sponsees. This information is treated confidentially and only utilized insofar as is necessary for accounting, donation processing and similar purposes.
9. Gross Contributions. FSA retains a service fee, generally 3.89% of the donations (plus additional fees, as incurred). FSA sometimes provides discounts from this service fee–usually for very large gifts, recurring large-dollar gifts from key referral partners or similar situations. For accounting purposes and hereafter the donation is considered 100% received by the Sponsee and then the Processing Fee is paid to FSA by the Sponsee.
10. Gifts to Donors. FSA does not provide goods or services to donors in return for their donations.
11. Amendments. These Donor Terms may be amended from time to time. The amendments shall be effective at the time notice of such is sent, unless otherwise noted. If the amendments reduce Donor’s rights or increase its responsibilities, FSA will provide notice via email and provide at least twenty-one (21) days advance notice within which donor may object. By not objecting to the amendments donor agrees that donor is bound by those amendments.
12. Choice of Law. This Donor Terms, and all claims, controversies, or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to these Donor Terms or any of the subjects covered by these Donor Terms, shall be governed by and construed in accordance with the internal laws of the State of Wyoming, without giving effect to any choice or conflict of law provision or rule (whether of the State of Wyoming or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Wyoming.
13. Mandatory Mediation and Arbitration.
    1. Mediation. In the event of any dispute, claim, question, or disagreement arising from or relating to these Donor Terms, or the breach thereof, or any of the subjects covered by these Donor Terms, the Donor, FSA and the Donor shall first use their best efforts to settle the dispute. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution. If FSA and the Donor do not reach such a solution within thirty (30) days, then upon notice by either of them to the other, all disputes, claims, questions, or differences shall be submitted to mandatory mediation administered by the American Arbitration Association (AAA) under its Commercial Mediation Procedures before resorting to arbitration.
    2. Arbitration. If the dispute is not resolved through mediation within thirty (30) days after the commencement of mediation (or such longer period as FSA and the Donor may mutually agree), the dispute shall be finally resolved by binding arbitration administered by the AAA in accordance with its Commercial Arbitration Rules. The seat of the arbitration shall be in the State of Indiana. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
14. Fallback Jurisdiction and Venue. In the event that the arbitration provision in the preceding Paragraph 13.2 is found to be invalid, unenforceable, or otherwise inapplicable for any reason, any litigation arising out of or relating to these Donor Terms or relating to any subject related thereto, shall be subject to the following jurisdictional cascade:
    1. Primary Venue (Wyoming Chancery Court): The Parties shall submit to the exclusive jurisdiction of the Wyoming Chancery Court, provided the dispute meets the jurisdictional requirements of said court.
    2. Secondary Venue (Laramie County): If the Wyoming Chancery Court lacks subject matter jurisdiction or venue is otherwise improper therein, the Parties shall submit to the exclusive jurisdiction of the state courts of the First Judicial District of Wyoming (Laramie County) or the United States District Court for the District of Wyoming, Cheyenne Division.
    3. Waiver of Jurisdictional Defenses: Except as provided for in Paragraph 14.5, below, the Parties irrevocably and unconditionally submit to the personal jurisdiction of the Wyoming courts listed in subsections (a) and (b) above. Each Party irrevocably waives, to the fullest extent permitted by law, any objection to venue in such courts and any defense of an inconvenient forum (forum non conveniens).
    4. Alternative Venue (Indiana Courts): If, and only if, all of the Wyoming courts identified in Paragraphs 14.1 and 14.2 above lack or decline jurisdiction over the dispute or the Parties, the Parties agree that the exclusive jurisdiction and venue for such dispute shall lie in the Indiana Commercial Courts or, if federal jurisdiction exists, the United States District Court for the Southern District of Indiana. Except as provided for in Paragraph 14.5, below, each Party agrees not to contest personal jurisdiction or venue in such Indiana courts.
    5. Standing. Donor understands and acknowledges that under Wyoming law, donors lack standing to sue to enforce their charitable gifts. See Hicks v. Dows, 157 P. 3d 914 (Wyo. 2007) and N. Laramie Range Found. v. Converse County Bd. of County Comm’rs, 290 P.3d 1063 (Wyo. 2012). Nothing in these Donor Terms shall be construed to grant, create or award standing for the Donor to enforce these Donor Terms, and the Donor is estopped from arguing otherwise.
15. Jury Trial Waiver. IF ANY CLAIM, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IS FILED IN A COURT OF LAW RATHER THAN SUBMITTED TO ARBITRATION AS PROVIDED HEREIN, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY).
16. Miscellaneous.
    1. Donor. The term Donor includes and is binding upon the Donor’s heirs, executors, administrators, personal representatives, successors, and assigns.  
    2. Headings. The headings are for convenience only and do not affect the interpretation of these Donor Terms.