Donum Sponsee Terms

The following terms and conditions are an integral component of your Fiscal Sponsorship Agreement with Fiscal Sponsorship Allies. The numbering continues.

9. Variance and Amendment Power; Standing to Enforece Restrictions. Sponsor reserves the right to modify any restriction or condition on the receipt or distribution of funds for any specified charitable purpose or to any specified organization if in the sole judgment of the governing body of Sponsor such restriction or condition becomes, in effect, unnecessary, wasteful, incapable of fulfillment, or inconsistent with the charitable needs of Sponsor. Sponsor retains the exclusive right to spend the donations obtained pursuant to this Agreement so as to accomplish permissible charitable purposes, subject to any more specific donor-imposed restrictions on the charitable use of such assets. Sponsee acknowledges and warrants that it does not have standing to enforce any donor-imposed restrictions and that when a donor notes a Project contemporaneous to making a donation that the donor is simply noting the charitable purpose of the fiscal sponsorship program.

10. Sponsee-Appointed Agent.

a. Appointment. Sponsee shall designate one or more Appointed Agent(s) (each of whom is an Appointed Agent) who has authority to make decisions, provide instructions, and receive communications on behalf of the Sponsee.

b. Modification of Appointed Agent. Any change in the designation of the Appointed Agent must be provided to the Sponsor in writing and will only be effective upon written acknowledgement by the Sponsor. Until such acknowledgment is received, the Sponsor will continue to interact exclusively with the initially designated Appointed Agent and/or the Sponsee.

c. Liability for Program. The Appointed Agent and the employer of the Appointed Agent agree to and will bear full liability for the Sponsee’s program, including but not limited to its execution, management, compliance with applicable laws, and any associated risks or damages.

d. Indemnification. The Appointed Agent agrees to indemnify, defend, and hold harmless the Sponsor, its officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, expenses, or costs (including reasonable attorneys’ fees) arising out of or related to the Sponsee’s activities.

e. Exclusive Interaction. The Sponsor is not obligated to interact with any other parties other than the Appointed Agent of the Sponsee in relation to the Sponsee’s program. Any instructions, requests, or communications received from individuals other than the Appointed Agent can be disregarded by the Sponsor.

11. Sponsor’s Services and Fees.

a. Monthly Maintenance. There is a monthly maintenance fee, set at $75 per month, which is waived for Donum-referred sponsees who, by default, choose not to use the real-time funds access software platform run by the Facilitator (the “Facilitated Software”).

b. Additional Services. Sponsor may provide Additional Services, which are any services reasonably required to effectuate the purposes of this Fiscal Sponsorship or the Project, but not covered by the services listed in sub-Paragraph 6.a., above. Examples can be found in the Sponsee Handbook for Fiscally Sponsored Program (the “Handbook”), which is found on the pages immediately following the signature pages, below. The Charges for Additional Services shall be at the standard hourly or project-based rates then in effect at Sponsor or as billed to Sponsor. If an Additional Service request is made with fewer than 3 business days’ notice of expected deliverable from Sponsor, an expedited rate will be charged.

c. Payment of Fees/Charges. The Core Services fee will be paid immediately when donations are received. Any and all fees charged under this Agreement are payable from the donations raised. If such donations raised are insufficient to cover the fees/charges, Sponsor will issue an invoice. For Donum-related core services, Sponsor invoices Donum, which is responsible for payment.

d. [Reserved].

e. Sponsor is entitled to offset any monies or assets conveyed to the Sponsor in support of the Project to cover any of the fees/costs outlined herein for which Sponsee is responsible. Sponsor may, but is not required, to use its administrative capabilities within the Non-Donum Software to cause Sponsee to pay these costs. Notice need not be given in advance of such conveyance.

f. The parties agree and understand that Sponsor’s obligations to provide rea-time access to funds will be carried out by a certain Facilitated Software provider, (the “Facilitator”) pursuant to agreements between the Facilitator, on the one hand, and each of Sponsor and Sponsee, on the other hand; provided, that Sponsee shall remain responsible for providing and ensuring the accuracy of all information required to be provided to Sponsor. By entering into this agreement and, if applicable, thereafter opening a Facilitator account, the Sponsee agrees to Facilitator’s Terms of Service.

12. [Reserved].

13. Sponsor Use of Information and Sponsee Intellectual Property. Sponsee hereby authorizes Sponsor to use information regarding the amount and purpose of this Agreement and other information and materials about the Sponsee and its activities as is necessary for Sponsor to carry out its obligations under this Agreement and for use in Sponsor’s reports, newsletter, news releases, social media postings, and on the Sponsor’s website. Sponsee hereby grants to Sponsor an irrevocable, non-exclusive license to Sponsee’s copyrights, including any photographs, for use in Sponsor’s reports, newsletter, news releases, social media postings, and on the Sponsor’s website. Sponsee acknowledges Sponsor may use Sponsee’s trademark(s) (e.g., trade names and/or logos) in identifying Sponsee. The Parties agree that any use of Sponsee’s information, materials, copyrights, or trademark(s) by Sponsor shall be done in a manner consistent with Sponsee’s brand identity and values and shall not be used in a manner that could reasonably be deemed detrimental to Sponsee’s reputation or interests.

14. Representations and Warranties. Sponsee represents and warrants as follows: This Agreement is binding upon Sponsee’s employees, members, directors, trustees, officers, shareholders, managers, partners, contractors, agents, successors and assigns (including personal representatives, heirs, legatees and beneficiaries) (also including any person who derives rights from employees, members, directors, trustees, officers, shareholders, managers, partners, contractors, agents, or other successors and assigns) (hereinafter “Sponsee’s Agents”). This Agreement is binding upon Sponsor’s employees, members, directors, trustees, officers, shareholders, managers, partners, contractors, agents, successors and assigns (including personal representatives, heirs, legatees and beneficiaries) (also including any person who derives rights from employees, members, directors, trustees, officers, shareholders, managers, partners, contractors, agents, or other successors and assigns) (hereinafter “Sponsor’s Agents”).This Agreement is binding upon and enforceable against Sponsee and Sponsee’s Agents in accordance with its terms, except as such enforceability may be limited by any bankruptcy, insolvency, reorganization, moratorium, or other similar laws or court orders now or hereafter in effect relating to creditors’ rights and except as may be limited by principles of equity.

By signing a fiscal sponsorship agreement with Sponsor, you acknowledge and agree to the following:

a. There is no litigation or other judicial, or administrative proceedings pending or, to the knowledge of Sponsee that would have a material adverse effect on the ability of Sponsee to consummate this Agreement.

b. In the past ten (10) years, Sponsee has not been charged with or convicted of any felony, or any misdemeanor dealing with honesty or finances.

c. The execution, delivery, or performance of this Agreement will not: (a) violate any law, judgment, or order to which Sponsee is subject, or (b) breach any agreement to which Sponsee is bound.

d. Sponsee has made available and delivered (or, has arranged for the delivery) to Sponsor all information, statements, and records of, including without limitation bank account/ACH information as requested, governing documents (if any), requested by Sponsor. The information, statements, and records are not misleading, were prepared in good faith, and fairly present the current operational and financial condition of the Sponsee. Sponsee understands and acknowledges that donations/grants will not be distributed to Sponsee unless and until all information necessary has been received by Sponsor.

e. Sponsee understands that as it works to accomplish its charitable purpose, it might be considered to be, or to be a member of, an unincorporated/voluntary association. Sponsee further understands that such associations are a collection of two or more persons (individuals or entities) who come together to further a common charitable purpose. In the event such an association exists, Sponsor is not and shall not be a party or member to such association.

f. No representation, warranty, or statement made by Sponsee in this Agreement or its Handbook contains any untrue statement or omits any fact necessary to make the statements contained herein misleading.

15. Protection of Charitable Status; Suspension; Termination; Return of Assets.

a. Suspension. Sponsee’s account shall be suspended upon any Breach or Default (defined in Sponsee Handbook).

b. Effect of Suspension. Once a Sponsee’s account is suspended, Sponsor shall not disburse any grant amounts to Sponsee until the account is in good standing by rectifying the reasons for suspension.

c. Termination of Suspended Sponsee. Sponsee’s account may be terminated following suspension if the cause of the Breach or Default is not cured within ninety (90) days. However, termination can occur immediately if the Breach is due to impermissible utilization of funds (defined in the Sponsee Handbook under “Breach” a. and b.).

d. General Termination. The Agreement may be terminated for any reason by either Party upon thirty (30) days’ notice.

e. Return of Assets. In the event of a material breach, as defined in “Breach” in the Sponsee Handbook, Sponsee shall repay and disgorge to the FSA any portion of amounts disbursed which are not so used and, in the event a transfer or conveyance has occurred, Sponsee shall be liable to FSA for the full amount of misused assets.

16. Non-Liability, Limitation of Damages.

a. The Parties agree to exercise reasonable care and diligence in fulfilling their respective obligations under this Agreement to minimize the risk of any losses or damages to either Party or to third parties. Except for the gross negligence or intentional wrongful acts of Sponsor or Sponsor’s Agents, Sponsor shall not be responsible or liable to Sponsee for any loss or damage that may result from this Agreement nor shall Sponsor be responsible or liable to any third parties for any loss or damage that may result from this Agreement caused by Sponsee to such third parties. The maximum aggregate liability of Sponsor to Sponsee arising directly or indirectly out of this Agreement will not in any event exceed the actual amount of fees paid by the Sponsee to the Sponsor preceding the date of the event that gave rise to the claim.

b. Liability for Claims, Release and Indemnification. In the event of any controversy, claim, or dispute between the Parties arising out of or related to this Agreement (including any arbitration under Paragraph 20.b.), or the alleged breach thereof, Sponsor shall, in addition to any other relief, be entitled to recover its reasonable attorneys’ fees and costs of sustaining its position if Sponsor is a prevailing party on any claim or part thereof. Sponsee shall not be entitled to costs or attorneys’ fees under this Agreement. Sponsee hereby irrevocably and unconditionally agrees, to the fullest extent permitted by law, to defend, indemnify, and hold harmless Sponsor, its officers, directors, trustees, employees and agents, from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys’ fees) directly, indirectly, wholly or partially arising from or in connection with any act or omission of Sponsee, its employees or agents, in applying for or accepting a disbursement from Sponsor, in expending the amounts provided pursuant to said disbursement or in carrying out permissible charitable purposes (including claims arising under alleged infringement and/or misappropriation of intellectual property represented as being owned by Sponsee), except to the extent that such claims, liabilities, losses or expenses arise from or in connection with any act or omission of Sponsor, its officers, directors, trustees, employees or agents. This indemnification shall not apply to claims resulting from gross negligence or intentional wrongful acts of Sponsor, its officers, directors, trustees, employees, or agents arising from or in connection with this Agreement.

17. Amendment and Supremacy. The terms of this Agreement and any of the policies herein 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 Sponsee’s rights or increase its responsibilities, Sponsor will provide notice via email and provide at least twenty-one (21) days advance notice. By continuing to use the services outlined under this Agreement after any amendments, Sponsee agrees to abide and be bound by those amendments.

If Sponsee does not agree with any amendments to this Agreement, Sponsee may close its account.

If Sponsor and Sponsee enter into any other agreements, and there is a conflict in terms between this Agreement and the other agreement in question that cannot reasonably be resolved through the canons of contract interpretation, then the provision(s) in this Agreement shall control.

18. Assignability. Sponsor’s rights and responsibilities under this Agreement may be assigned to any of its affiliates, subsidiaries, or other related entities. Such assignment shall not affect any of the other rights or responsibilities laid out in this Agreement for either Party. 

19. Counsel and Understanding. The following are representations and warranties made within this Agreement: (1) each Party warrants that it is represented by competent counsel with respect to this Agreement and all matters covered by it, or has waived the right to be so represented; (2) each Party warrants that it has been fully advised by said counsel with respect to its or his rights and obligations and with respect to the execution of this Agreement, or has waived the right to be so advised; (3) each Party warrants that it fully understands this Agreement and the effect of signing and executing it; and (4) Sponsee understands that for the purposes of this Agreement that Sponsor and its employees, agents, assigns, directors, etc. are not operating in their capacity as attorneys of Sponsee and Sponsor is only providing these services in its capacity as a public charity; (5) Sponsee acknowledges and understands it has the option to seek fiscal sponsorship services elsewhere and, prior to signing this Agreement, Sponsee is not obligated to rely on Sponsor for any services covered by this Agreement; and (6) each Party affirms that the terms of this Agreement comply with the reasonable expectations of both Parties and reflects an understanding of the relationship and duties of Sponsee and Sponsor.

20. Entire Agreement, Incorporation by Reference, Severability, Enforceability and Waiver. This Agreement constitutes the only agreement, and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. Any Exhibits to this Agreement, as well as the Fiscal Sponsorship Allies Sponsee Handbook and the Grant Policy for Sponsees, are a material part of this Agreement and are incorporated by reference. Each provision of this Agreement shall be separately enforceable, and the invalidity of one provision shall not affect the validity or enforceability of any other provision. The delay or failure of Sponsor to exercise any of its rights under this Agreement shall not be deemed a waiver of such rights.  

21. Sole Discretion and Judgment and Good Faith and Fair Dealing. Any part of this Agreement that requires timeliness, judgment, or discretion (examples include, but are not limited to, timing or necessity of force-placed insurance; assignability of the Agreement; additional information necessary related to Sponsee’s reports, expenditures, revenues, assets or liabilities reflected therein; analysis of the effect of Sponsee action on Sponsor’s tax-exemption; effect of an action or inaction of Sponsee on Sponsor’s charitable purpose, Sponsor’s nonprofit corporate status, or Sponsor’s ability to comply with UPMIFA or any other legal requirements; verification of major donations; Sponsee’s proper or improper utilization of funds received in disbursements or otherwise in Sponsee’s possession; the appropriateness or timing of exercise of variance power; whether funds are used in furtherance of an appropriate charitable purpose; whether a service is within Core Services or one of the other service categories; or whether to receive crypto/blockchain donations; among others) shall be left to the sole, exclusive discretion and judgment of Sponsor. While Sponsor retains sole and exclusive discretion, it does so with the understanding that decisions will be made with non-binding consideration for Sponsee’s interests. Furthermore, the Parties shall cooperate with each other and act in good faith in the course of their performance under this Agreement; they shall undertake such actions as may be reasonably necessary to operate the Fiscal Sponsorship as contemplated by this Agreement. If Sponsor exercises its discretion or judgment as contemplated by the first sentence of this paragraph, such shall never be considered to be a breach of the good faith and fair dealing obligation in the second sentence.

22. Headings. The headings used in this Agreement are for ease of reference only and shall not be considered when interpreting the Agreement. 

23. Construction. This Agreement shall be construed as if the Parties jointly prepared it, and any uncertainty or ambiguity shall not be interpreted against any one Party.

24. Number. Whenever applicable within this Agreement, the singular shall include the plural and the plural shall include the singular. 

25. Surviving Termination. The obligations found in Paragraphs 4.e., 5.f., 5.g., 6.c., 6.f., 9, 12.e., and 13 survive the termination of this Agreement.

26. Warranty. The Parties signing below hereby represent and warrant that such individuals are authorized to sign on behalf and bind their respective entities and do so intend to bind them by signing below.

27. Countersignature. This Agreement shall become effective only when it shall have been countersigned by Sponsor below.